BAXTER INTERNATIONAL INC 10-Q

Item 1. Financial Statements Baxter International Inc. Condensed Consolidated Balance Sheets (unaudited) (in millions, except share information) September 30, 2020 December 31, 2019 Current assets: Cash and cash equivalents $ 4,359 $ 3,335 Accounts receivable, net of allowances of $ 122 in 2020 and $ 112 in 2019 2,001 1,896 Inventories 1,988 1,653 Prepaid expenses and other current assets 685 619 Total current assets 9,033 7,503 Property, plant and equipment, net 4,460 4,512 Goodwill 3,094 3,030 Other intangible assets, net 1,678 1,471 Operating lease right-of-use assets 578 608 Other non-current assets 1,255 1,069 Total assets $ 20,098 $ 18,193 Current liabilities: Short-term debt $ — $ 226 Current maturities of long-term debt and finance lease obligations 727 315 Accounts payable and accrued liabilities 2,695 2,689 Total current liabilities 3,422 3,230 Long-term debt and finance lease obligations 5,760 4,809 Operating lease liabilities 490 510 Other non-current liabilities 1,824 1,732 Total liabilities 11,496 10,281 Commitments and contingencies Equity: Common stock, $ 1 par value, authorized 2,000,000,000 shares, issued 683,494,944 shares in 2020 and 2019 683 683 Common stock in treasury, at cost, 172,705,772 shares in 2020 and 177,340,358 shares in 2019 ( 10,571 ) ( 10,764 ) Additional contributed capital 6,009 5,955 Retained earnings 16,285 15,718 Accumulated other comprehensive (loss) income ( 3,839 ) ( 3,710 ) Total Baxter stockholders’ equity 8,567 7,882 Noncontrolling interests 35 30 Total equity 8,602 7,912 Total liabilities and equity $ 20,098 $ 18,193 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Baxter International Inc. Condensed Consolidated Statements of Income (unaudited) (in millions, except per share data) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Net sales $ 2,972 $ 2,851 $ 8,492 $ 8,323 Cost of sales 1,777 1,621 5,096 4,860 Gross margin 1,195 1,230 3,396 3,463 Selling, general and administrative expenses 601 627 1,819 1,869 Research and development expenses 123 144 386 439 Other operating expense (income), net 1 ( 44 ) ( 19 ) ( 81 ) Operating income 470 503 1,210 1,236 Interest expense, net 39 13 96 51 Other (income) expense, net 16 9 32 ( 8 ) Income before income taxes 415 481 1,082 1,193 Income tax expense 56 106 143 163 Net income 359 375 939 1,030 Net income attributable to noncontrolling interests 3 6 5 6 Net income attributable to Baxter stockholders $ 356 $ 369 $ 934 $ 1,024 Earnings per share Basic $ 0.70 $ 0.72 $ 1.83 $ 2.01 Diluted $ 0.69 $ 0.71 $ 1.81 $ 1.97 Weighted-average number of shares outstanding Basic 511 511 509 510 Diluted 518 520 517 520 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Baxter International Inc. Condensed Consolidated Statements of Comprehensive Income (unaudited) (in millions) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Net income $ 359 $ 375 $ 939 $ 1,030 Other comprehensive income (loss), net of tax: Currency translation adjustments, net of tax (benefit) expense of $ 18 and $( 13 ) for the three months ended September 30, 2020 and 2019, respectively, and $ 12 and ($ 11 ) for the nine months ended September 30, 2020 and 2019, respectively 127 ( 177 ) ( 43 ) ( 272 ) Pension and other postretirement benefits, net of tax expense of $ 0 and $ 3 for the three months ended September 30, 2020 and 2019, respectively, and $ 7 and $ 9 for the nine months ended September 30, 2020 and 2019, respectively — 17 26 37 Hedging activities, net of tax (benefit) expense of $ 5 and ($ 13 ) for the three months ended September 30, 2020 and 2019, respectively, and ($ 33 ) and ($ 21 ) for the nine months ended September 30, 2020 and 2019, respectively 22 ( 42 ) ( 112 ) ( 69 ) Total other comprehensive income (loss), net of tax 149 ( 202 ) ( 129 ) ( 304 ) Comprehensive income 508 173 810 726 Less: Comprehensive income attributable to noncontrolling interests 3 6 5 6 Comprehensive income attributable to Baxter stockholders $ 505 $ 167 $ 805 $ 720 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Baxter International Inc. Condensed Consolidated Statements of Changes in Equity (unaudited) (in millions) For the three months ended September 30, 2020 Baxter International Inc. stockholders' equity Common stock shares Common stock Common stock shares in treasury Common stock in treasury Additional contributed capital Retained earnings Accumulated other comprehensive income (loss) Total Baxter stockholders' equity Noncontrolling interests Total equity Balance as of July 1, 2020 683 $ 683 173 $ ( 10,597 ) $ 5,975 $ 16,055 $ ( 3,988 ) $ 8,128 $ 32 $ 8,160 Net income — — — — — 356 — 356 3 359 Other comprehensive income (loss) — — — — — — 149 149 — 149 Stock issued under employee benefit plans and other — — — 26 34 — — 60 — 60 Dividends declared on common stock — — — — — ( 126 ) — ( 126 ) — ( 126 ) Balance as of September 30, 2020 683 $ 683 173 $ ( 10,571 ) $ 6,009 $ 16,285 $ ( 3,839 ) $ 8,567 $ 35 $ 8,602 For the nine months ended September 30, 2020 Baxter International Inc. stockholders' equity Common stock shares Common stock Common stock shares in treasury Common stock in treasury Additional contributed capital Retained earnings Accumulated other comprehensive income (loss) Total Baxter stockholders' equity Noncontrolling interests Total equity Balance as of January 1, 2020 683 $ 683 177 $ ( 10,764 ) $ 5,955 $ 15,718 $ ( 3,710 ) $ 7,882 $ 30 $ 7,912 Adoption of new accounting standard — — — — — ( 4 ) — $ ( 4 ) — $ ( 4 ) Net income — — — — — 934 — 934 5 939 Other comprehensive income (loss) — — — — — — ( 129 ) ( 129 ) — ( 129 ) Stock issued under employee benefit plans and other — — ( 4 ) 193 54 — — 247 — 247 Dividends declared on common stock — — — — — ( 363 ) — ( 363 ) — ( 363 ) Balance as of September 30, 2020 683 $ 683 173 $ ( 10,571 ) $ 6,009 $ 16,285 $ ( 3,839 ) $ 8,567 $ 35 $ 8,602 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Baxter International Inc. Condensed Consolidated Statements of Changes in Equity (unaudited) (in millions) For the three months ended September 30, 2019 Baxter International Inc. stockholders' equity Common stock shares Common stock Common stock shares in treasury Common stock in treasury Additional contributed capital Retained earnings Accumulated other comprehensive income (loss) Total Baxter stockholders' equity Noncontrolling interests Total equity Balance as of July 1, 2019 683 $ 683 173 $ ( 10,322 ) $ 5,906 $ 15,598 $ ( 4,086 ) $ 7,779 $ 24 $ 7,803 Net income — — — — — 369 — 369 6 375 Other comprehensive income (loss) — — — — — — ( 202 ) ( 202 ) — ( 202 ) Purchases of treasury stock — — 4 ( 346 ) — — — ( 346 ) — ( 346 ) Stock issued under employee benefit plans and other — — ( 2 ) 86 20 ( 1 ) — 105 — 105 Dividends declared on common stock — — — — — ( 117 ) — ( 117 ) — ( 117 ) Change in noncontrolling interests — — — — — — — — ( 1 ) ( 1 ) Balance as of September 30, 2019 683 $ 683 175 $ ( 10,582 ) $ 5,926 $ 15,849 $ ( 4,288 ) $ 7,588 $ 29 $ 7,617 For the nine months ended September 30, 2019 Baxter International Inc. stockholders' equity Common stock shares Common stock Common stock shares in treasury Common stock in treasury Additional contributed capital Retained earnings Accumulated other comprehensive income (loss) Total Baxter stockholders' equity Noncontrolling interests Total equity Balance as of January 1, 2019 683 $ 683 170 $ ( 9,989 ) $ 5,898 $ 15,075 $ ( 3,823 ) $ 7,844 $ 22 $ 7,866 Adoption of new accounting standards — — — — — 161 ( 161 ) — — — Net income — — — — — 1,024 — 1,024 6 1,030 Other comprehensive income (loss) — — — — — — ( 304 ) ( 304 ) — ( 304 ) Purchases of treasury stock — — 14 ( 1,089 ) 46 — — ( 1,043 ) — ( 1,043 ) Stock issued under employee benefit plans and other — — ( 9 ) 496 ( 18 ) ( 84 ) — 394 — 394 Dividends declared on common stock — — — — — ( 327 ) — ( 327 ) — ( 327 ) Change in noncontrolling interests — — — — — — — — 1 1 Balance as of September 30, 2019 683 $ 683 175 $ ( 10,582 ) $ 5,926 $ 15,849 $ ( 4,288 ) $ 7,588 $ 29 $ 7,617 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Baxter International Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (in millions) Nine months ended September 30, 2020 2019 Cash flows from operations Net income $ 939 $ 1,030 Adjustments to reconcile net income to cash flows from operations: Depreciation and amortization 610 580 Deferred income taxes ( 45 ) ( 45 ) Stock compensation 97 92 Net periodic pension and other postretirement costs 59 8 Intangible asset impairments 17 31 Other 54 90 Changes in balance sheet items: Accounts receivable, net ( 126 ) ( 23 ) Inventories ( 305 ) ( 88 ) Accounts payable and accrued liabilities 36 ( 249 ) Other ( 178 ) ( 145 ) Cash flows from operations – continuing operations 1,158 1,281 Cash flows from operations – discontinued operations ( 2 ) ( 6 ) Cash flows from operations 1,156 1,275 Cash flows from investing activities Capital expenditures ( 472 ) ( 505 ) Acquisitions, net of cash acquired, and investments ( 466 ) ( 186 ) Other investing activities, net 23 12 Cash flows from investing activities ( 915 ) ( 679 ) Cash flows from financing activities Issuances of debt 1,240 1,661 Net decreases in debt with original maturities of three months or less ( 226 ) — Cash dividends on common stock ( 348 ) ( 310 ) Proceeds from stock issued under employee benefit plans 180 334 Purchases of treasury stock — ( 1,029 ) Other financing activities, net ( 48 ) ( 42 ) Cash flows from financing activities 798 614 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 8 ) ( 39 ) Increase in cash, cash equivalents and restricted cash 1,031 1,171 Cash, cash equivalents and restricted cash at beginning of period 3,335 1,838 Cash, cash equivalents and restricted cash at end of period (1) $ 4,366 $ 3,009 (1) We did not have any restricted cash balances as of December 31, 2019, September 30, 2019 or December 31, 2018. The following table provides a reconciliation of cash, cash equivalents and restricted cash shown above to the amounts reported within the condensed consolidated balance sheet as of September 30, 2020 (in millions): September 30, 2020 Cash and cash equivalents $ 4,359 Restricted cash included in prepaid expenses and other current assets 7 Cash, cash equivalents and restricted cash $ 4,366 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Baxter International Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. BASIS OF PRESENTATION The unaudited interim condensed consolidated financial statements of Baxter International Inc. and its subsidiaries (we or our) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) in the United States have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Annual Report). In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. All such adjustments, unless otherwise noted herein, are of a normal, recurring nature. The results of operations for the current interim period are not necessarily indicative of the results of operations to be expected for the full year. Risks and Uncertainties Related to COVID-19 Our global operations expose us to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19). COVID-19 has had, and we expect will continue to have, an adverse impact on our operations, supply chains and distribution systems and has increased and will continue to increase our expenses, including as a result of impacts associated with preventive and precautionary measures that we, other businesses and governments are taking. These measures have led to unprecedented restrictions on, disruptions in, and other related impacts on businesses and personal activities. In addition to travel restrictions put in place in early 2020, governments have closed borders, imposed prolonged quarantines and may continue those measures or implement other restrictions and requirements in light of the continuing spread of the pandemic. We expect that these evolving restrictions and requirements, as well as the corresponding need to adapt to new methods of conducting business remotely, will continue to have an adverse effect on our business. New Accounting Standards Recently adopted accounting pronouncements As of January 1, 2020, we adopted Accounting Standards Update (ASU) No. 2016-13, Financial Instruments - Credit Losses, which requires the measurement of expected lifetime credit losses, rather than incurred losses, for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. We adopted this ASU using the modified retrospective approach. The impact of the adoption of this ASU was an increase to our allowance for doubtful accounts and a decrease to retained earnings of $ 4 million . 8 The following table is a summary of the changes in our allowance for doubtful accounts for the three and nine months ended September 30, 2020: (in millions) Three months ended September 30, 2020 Nine months ended September 30, 2020 Balance at beginning of period $ 120 $ 112 Adoption of new accounting standard — 4 Charged to costs and expenses 3 15 Write-offs ( 3 ) ( 4 ) Currency translation adjustments 2 ( 5 ) Balance at end of period $ 122 $ 122 ASU 2016-13 also requires disclosure by vintage year of origination for net investments in leases. Our net investment in sales-type leases was $ 142 million as of September 30, 2020, of which $ 13 million originated in 2016 and prior, $ 19 million in 2017, $ 47 million in 2018, $ 36 million in 2019 and $ 27 million in 2020. As of January 1, 2020, we adopted ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Our policies for capitalizing implementation costs incurred in a hosting arrangement were not impacted by this ASU. However, we have historically classified those capitalized costs within property, plant and equipment, net on our condensed consolidated balance sheets and as capital expenditures on our condensed consolidated statements of cash flows. Under the new ASU, those capitalized costs are presented as other non-current assets on our condensed consolidated balance sheets and within operating cash flows on our condensed consolidated statements of cash flows. We adopted this ASU on a prospective basis and capitalized $ 10 million and $ 30 million, respectively, of implementation costs related to hosting arrangements that are service contracts during the three and nine months ended September 30, 2020. 2. ACQUISITIONS AND OTHER ARRANGEMENTS Seprafilm Adhesion Barrier In February 2020, we completed the acquisition of the product rights to Seprafilm Adhesion Barrier (Seprafilm) from Sanofi for approximately $ 342 million in cash . Seprafilm is indicated for use in patients undergoing abdominal or pelvic laparotomy as an adjunct intended to reduce the incidence, extent and severity of postoperative adhesions between the abdominal wall and the underlying viscera such as omentum, small bowel, bladder, and stomach, and between the uterus and surrounding structures such as tubes and ovaries, large bowel, and bladder. We concluded that the acquired assets met the definition of a business and accounted for the transaction as a business combination using the acquisition method of accounting. The following table summarizes the fair values of the assets acquired as of the acquisition date: (in millions) Assets acquired Inventories $ 18 Goodwill 28 Other intangible assets 296 Total assets acquired $ 342 The valuations of the assets acquired are preliminary and measurement period adjustments may be recorded in the future as we finalize our fair value estimates. In the three and nine months ended September 30, 2020, the results of operations of the acquired business have been included in our condensed consolidated statement of income since the date the business was acquired. The acquisition contributed $ 30 million and $ 66 million, respectively, of net sales for the three and nine months ended September 30, 2020. Net earnings from the acquisition were not significant during the three and nine months ended September 30, 2020. Acquisition and integration costs, primarily incremental cost of sales relating to inventory fair value step-ups, associated with the acquisition were zero and $ 15 million, respectively, for the three and nine months ended September 30, 2020. 9 We allocated $ 286 million and $ 10 million of the total consideration to the Seprafilm developed product rights and customer relationships with useful lives of 10 and 7 years, respectively. The fair values of the intangible assets were determined using the income approach. The discount rates used to measure the developed product rights and customer relationship intangible assets were 14.8 % and 11.0 %, respectively. We consider the fair values of the intangible assets to be Level 3 measurements due to the significant estimates and assumptions we used in establishing the estimated fair values. The goodwill, which is deductible for tax purposes, includes the value of the overall strategic benefits provided to our product portfolio of hemostats and sealants and is included in the Americas and APAC segments. Cheetah Medical, Inc. On October 25, 2019, we acquired 100 percent of Cheetah Medical, Inc. (Cheetah) for total upfront cash consideration of $ 195 million, net of cash acquired, with the potential for additional cash consideration, up to $ 40 million, based on clinical and commercial milestones for which the acquisition date fair value was $ 18 million. In the third quarter of 2020, we received $ 7 million from the sellers as a result of an acquisition price adjustment in accordance with the acquisition agreement. Additionally, we recorded measurement period adjustments in the third quarter of 2020 to decrease the net deferred tax liabilities acquired by $ 20 million. The measurement period adjustments did not impact our results of operations. The following table summarizes the fair value of consideration transferred: (in millions) Cash consideration transferred $ 190 Contingent consideration 18 Total consideration $ 208 The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: (in millions) Assets acquired and liabilities assumed Cash $ 2 Accounts receivable, net 3 Inventories 1 Prepaid expenses and other current assets 1 Property, plant and equipment 1 Goodwill 84 Other intangible assets 131 Operating lease right-of-use assets 1 Accounts payable and other accrued liabilities ( 4 ) Other non-current liabilities ( 12 ) Total assets acquired and liabilities assumed $ 208 Other Business Combinations We completed other individually immaterial acquisitions in the nine months ended September 30, 2020 for total consideration of $ 13 million in cash at closing plus aggregate future potential contingent consideration of up to 10 $ 12 million with an acquisition date fair value of $ 4 million. The acquisitions primarily resulted in the recognition of goodwill and other intangible assets. We have not presented pro forma financial information for any of our acquisitions because their results are not material to our condensed consolidated financial statements. Other Business Development Activities In January 2020, we acquired the U.S. rights to an additional product for $ 60 million. The purchase price was capitalized as a developed-technology intangible asset in the quarter ended March 31, 2020 and is being amortized over its estimated useful life of 11 years. In the nine months ended September 30, 2020, we entered into distribution license arrangements for multiple products that have not yet obtained regulatory approval for upfront cash payments of $ 22 million. The cash paid was treated as research and development (R&D) expenses on our condensed consolidated statement of income. We could make additional payments of up to $ 44 million upon the achievement of certain development, regulatory or commercial milestones. 3. SUPPLEMENTAL FINANCIAL INFORMATION Interest Expense, Net Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Interest expense, net of capitalized interest $ 42 $ 28 $ 112 $ 81 Interest income ( 3 ) ( 15 ) ( 16 ) ( 30 ) Interest expense, net $ 39 $ 13 $ 96 $ 51 Other (Income) Expense, Net Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Foreign exchange losses, net $ 23 $ 30 $ 44 $ 44 Pension and other postretirement benefit plans — ( 17 ) ( 2 ) ( 48 ) Other, net ( 7 ) ( 4 ) ( 10 ) ( 4 ) Other (income) expense, net $ 16 $ 9 $ 32 $ ( 8 ) Inventories (in millions) September 30, 2020 December 31, 2019 Raw materials $ 462 $ 377 Work in process 205 185 Finished goods 1,321 1,091 Inventories $ 1,988 $ 1,653 Property, Plant and Equipment, Net (in millions) September 30, 2020 December 31, 2019 Property, plant and equipment, at cost $ 10,990 $ 10,660 Accumulated depreciation ( 6,530 ) ( 6,148 ) Property, plant and equipment, net $ 4,460 $ 4,512 Non-Cash Operating and Investing Activities Right-of-use operating lease assets obtained in exchange for lease obligations for the nine months ended September 30, 2020 and 2019 were $ 42 million and $ 164 million, respectively. Right-of-use finance lease assets obtained in exchange for lease obligations for the nine months ended September 30, 2020 were $ 7 million. As of September 30, 11 2020, we have entered into lease agreements with aggregate future lease payments of approximately $ 45 million for facilities that have not yet commenced. Purchases of property, plant and equipment included in accounts payable and accrued liabilities as of September 30, 2020 and 2019 was $ 48 million and $ 47 million, respectively. 4. GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill The following is a reconciliation of goodwill by business segment. (in millions) Americas EMEA APAC Total Balance as of December 31, 2019 $ 2,428 $ 385 $ 217 $ 3,030 Acquisitions 29 — 7 36 Acquisition accounting adjustments ( 24 ) ( 3 ) — ( 27 ) Currency translation and other adjustments 44 7 4 55 Balance as of September 30, 2020 $ 2,477 $ 389 $ 228 $ 3,094 As of September 30, 2020, there were no reductions in goodwill relating to impairment losses. Other intangible assets, net The following is a summary of our other intangible assets. (in millions) Developed technology, including patents Other amortized intangible assets Indefinite-lived intangible assets Total September 30, 2020 Gross other intangible assets $ 2,675 $ 475 $ 179 $ 3,329 Accumulated amortization ( 1,343 ) ( 308 ) — ( 1,651 ) Other intangible assets, net $ 1,332 $ 167 $ 179 $ 1,678 December 31, 2019 Gross other intangible assets $ 2,309 $ 464 $ 173 $ 2,946 Accumulated amortization ( 1,190 ) ( 285 ) — ( 1,475 ) Other intangible assets, net $ 1,119 $ 179 $ 173 $ 1,471 Intangible asset amortization expense was $ 57 million and $ 48 million for the three months ended September 30, 2020 and 2019, respectively, and $ 165 million and $ 136 million for the nine months ended September 30, 2020 and 2019, respectively. In the second quarters of 2020 and 2019, we recognized impairment charges of $ 17 million and $ 31 million, respectively, related to developed-technology intangible assets due to declines in market expectations for the related products. The fair values of the intangible assets were measured using a discounted cash flow approach and the charges are classified within cost of sales in the accompanying condensed consolidated statements of income. We consider the fair values of the assets to be Level 3 measurements due to the significant estimates and assumptions we used in establishing the estimated fair values. 5. FINANCING ARRANGEMENTS Debt Issuance In March 2020, we issued $ 750 million of 3.75 % senior notes due in October 2025 and $ 500 million of 3.95 % senior notes due in April 2030 (collectively, the senior notes). Pursuant to a registration rights agreement (the Registration Rights Agreement) with the initial purchasers of the senior notes, we agreed to use our commercially reasonable efforts to file a registration statement with respect to a registered offer to exchange the senior notes for new notes with terms substantially identical in all material respects to the senior notes and to have such registration statement declared effective under the U.S. Securities Act of 1933. If we fail to have such registration statement declared 12 effective by September 17, 2021 (a registration default), the annual interest rate on the senior notes would increase by 0.25 % for the 90-day period immediately following such registration default and by an additional 0.25 % thereafter. The maximum additional interest rate is 0.50 % per annum and if a registration default is corrected, the senior notes would revert to the original interest rates. The payment of additional interest is the sole remedy for the holders of the senior notes in the event of a registration default. Credit Facilities As of September 30, 2020, there were no borrowings outstanding under our U.S. dollar or Euro-denominated credit facilities. As of December 31, 2019, we had € 200 million ($ 224 million) outstanding under our Euro-denominated credit facility at a 0.91 % interest rate and no borrowings outstanding under our U.S. dollar-denominated credit facility. 6. COMMITMENTS AND CONTINGENCIES We are involved in product liability, patent, commercial, and other legal matters that arise in the normal course of our business. We record a liability when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate, the minimum amount in the range is accrued. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. As of September 30, 2020 and December 31, 2019, our total recorded reserves with respect to legal and environmental matters were $ 39 million and $ 56 million, respectively, and there were no related receivables. We have established reserves for certain of the matters discussed below. We are not able to estimate the amount or range of any loss for certain contingencies for which there is no reserve or additional loss for matters already reserved. While our liability in connection with these claims cannot be estimated and the resolution thereof in any reporting period could have a significant impact on our results of operations and cash flows for that period, the outcome of these legal proceedings is not expected to have a material adverse effect on our consolidated financial position. While we believe that we have valid defenses in the matters set forth below, litigation is inherently uncertain, excessive verdicts do occur, and we may incur material judgments or enter into material settlements of claims. In addition to the matters described below, we remain subject to the risk of future administrative and legal actions. With respect to governmental and regulatory matters, these actions may lead to product recalls, injunctions, and other restrictions on our operations and monetary sanctions, including significant civil or criminal penalties. With respect to intellectual property, we may be exposed to significant litigation concerning the scope of our and others’ rights. Such litigation could result in a loss of patent protection or the ability to market products, which could lead to a significant loss of sales, or otherwise materially affect future results of operations. Environmental We are involved as a potentially responsible party (PRP) for environmental clean-up costs at six Superfund sites. Under the U.S. Superfund statute and many state laws, generators of hazardous waste sent to a disposal or recycling site are liable for site cleanup if contaminants from that property later leak into the environment. The laws generally provide that a PRP may be held jointly and severally liable for the costs of investigating and remediating the site. Separate from these Superfund cases, we are involved in an ongoing voluntary environmental remediation associated with historic operations at our Irvine, California, United States facility. As of September 30, 2020 and December 31, 2019, our environmental reserves, which are measured on an undiscounted basis, were $ 17 million and $ 18 million, respectively. After considering these reserves, the outcome of these matters is not expected to have a material adverse effect on our financial position or results of operations. General Litigation In November 2016, a putative antitrust class action complaint seeking monetary and injunctive relief was filed in the United States District Court for the Northern District of Illinois. The complaint alleges a conspiracy among manufacturers of IV solutions to restrict output and affect pricing in connection with a shortage of such solutions. Similar parallel actions subsequently were filed. In January 2017, a single consolidated complaint covering these matters was filed in the Northern District of Illinois. We filed a motion to dismiss the consolidated complaint in February 2017. The court granted our motion to dismiss the consolidated complaint without prejudice in July 2018. The plaintiffs filed an amended complaint, which we moved to dismiss on November 9, 2018. The court granted our motion to dismiss the amended complaint with prejudice on April 3, 2020. The plaintiffs did not file an appeal. 13 In April 2017, we became aware of a criminal investigation by the U.S. Department of Justice (DOJ), Antitrust Division and a federal grand jury in the United States District Court for the Eastern District of Pennsylvania. We and an employee received subpoenas seeking production of documents and testimony regarding the manufacturing, selling, pricing and shortages of IV solutions and containers (including saline solutions and certain other injectable medicines sold by us) and communications with competitors regarding the same. On November 30, 2018, the DOJ notified us that it had closed the investigation. The New York Attorney General has also requested that we provide information regarding business practices in the IV saline industry. We have cooperated with the New York Attorney General. In August 2019, we were named in an amended complaint filed by Fayette County, Georgia in the MDL In re: National Prescription Opiate Litigation pending in the U.S. District Court, Northern District of Ohio. The complaint alleges that multiple manufacturers and distributors of opiate products improperly marketed and diverted these products, which caused harm to Fayette County. The complaint is limited in its allegations as to Baxter and does not distinguish between injectable opiate products and orally administered opiates. We manufactured generic injectable opiate products in our facility in Cherry Hill, NJ, which we divested in 2011. In November 2019, we and certain of our officers were named in a class action complaint captioned Ethan E. Silverman et al. v. Baxter International Inc. et al. that was filed in the United States District Court for the Northern District of Illinois. The plaintiff, who allegedly purchased shares of our common stock during the specified class period, filed this putative class action on behalf of himself and shareholders who acquired Baxter common stock between February 21, 2019 and October 23, 2019. The plaintiff alleges that we and certain officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making allegedly false and misleading statements and failing to disclose material facts relating to certain intra-company transactions undertaken for the purpose of generating foreign exchange gains or avoiding foreign exchange losses, as well as our internal controls over financial reporting. On January 29, 2020, the Court appointed Varma Mutual Pension Insurance Company and Louisiana Municipal Police Employees Retirement System as lead plaintiffs in the case. Plaintiffs filed an amended complaint on June 25, 2020 containing substantially the same allegations. On August 24, 2020, we filed a motion to dismiss the amended complaint. In addition, we have received a stockholder request for inspection of our books and records in connection with the announcement made in our Form 8-K on October 24, 2019 that we had commenced an internal investigation into certain intra-company transactions that impacted our previously reported non-operating foreign exchange gains and losses. As initially disclosed on October 24, 2019, we also voluntarily advised the staff of the SEC of our internal investigation and we are continuing to cooperate with the staff of the SEC. In March 2020, two lawsuits were filed against us in the Northern District of Illinois by plaintiffs alleging injuries as a result of exposure to ethylene oxide used in our manufacturing facility in Mountain Home, Arkansas to sterilize certain of our products. The plaintiffs seek damages, including compensatory and punitive damages in an unspecified amount, and unspecified injunctive and declaratory relief. Other As previously disclosed, in 2008 we recalled our heparin sodium injection products in the United States. Following the recall, more than 1,000 lawsuits alleging that plaintiffs suffered various reactions to a heparin contaminant, in some cases resulting in fatalities, were filed. In January 2019, the last of these cases was settled. In the first nine months of 2019, following the resolution of an insurance dispute, we received cash proceeds of $ 39 million for our allocation of the insurance proceeds under a settlement and cost-sharing agreement related to the defense of the heparin product liability cases. We recognized a $ 37 million gain in connection with the resolution of the dispute with the insurer that is classified within other operating expense (income), net on the condensed consolidated statement of income for the nine months ended September 30, 2019. In September 2017, Hurricane Maria caused damage to certain of our assets in Puerto Rico and disrupted operations. As previously disclosed, we realized $ 42 million of insurance recoveries in 2018 related to the damages and losses from that hurricane. In July 2019, an additional $ 40 million of claims were approved by our insurers and a gain was recognized within other operating expense (income), net on the condensed consolidated statements of income for the three and nine months ended September 30, 2019. In October 2019, an additional $ 60 million of claims were approved by our insurers and a gain for that amount was recognized within other operating expense (income), net in the fourth quarter of 2019. No further insurance recoveries are expected. 14 7. STOCKHOLDERS’ EQUITY Stock Options Award Modification In the first quarter of 2020, we modified the terms of stock option awards granted to 123 employees. Specifically, we extended the term for certain stock options that were scheduled to expire in the first quarter of 2020 as applicable employees were not permitted to exercise these awards due to our announcement in February 2020 that our previously issued financial statements should no longer be relied upon. The stock options were extended in order to allow impacted employees to exercise their stock option awards for a brief period once we became current with our SEC reporting obligations, which occurred in March 2020. As a result of the modifications, we recognized an additional $ 8 million of stock compensation expense during the three months ended March 31, 2020. Cash Dividends Cash dividends declared per share for the three and nine months ended September 30, 2020 were $ 0.245 and $ 0.710 , respectively. Cash dividends declared per share for the three and nine months ended September 30, 2019 were $ 0.22 and $ 0.63 , respectively. Stock Repurchase Programs In July 2012, the Board of Directors authorized the repurchase of up to $ 2.0 billion of our common stock. The Board of Directors increased this authority by an additional $ 1.5 billion in each of November 2016 and February 2018, by an additional $ 2.0 billion in November 2018 and by an additional $ 1.5 billion in October 2020. During the first nine months of 2020, we did not repurchase any shares under this authority. During the first nine months of 2019, we repurchased 13.5 million shares pursuant to Rule 10b5-1 plans and otherwise. As of September 30, 2019, we recognized a liability within accounts payable and accrued liabilities of $ 37 million for share repurchases that settled in early October 2019. We had $ 897 million remaining available under the authorization as of September 30, 2020. After giving effect to the October 2020 approval, we had $ 2.4 billion remaining under this authority as of October 29, 2020. 8. ACCUMULATED OTHER COMPREHENSIVE INCOME Comprehensive income includes all changes in stockholders’ equity that do not arise from transactions with stockholders, and consists of net income, currency translation adjustments (CTA), certain gains and losses from pension and other postretirement employee benefit (OPEB) plans and gains and losses on cash flow hedges. The following table is a net-of-tax summary of the changes in accumulated other comprehensive (loss) income (AOCI) by component for the nine months ended September 30, 2020 and 2019. (in millions) CTA Pension and OPEB plans Hedging activities Total Gains (losses) Balance as of December 31, 2019 $ ( 2,954 ) $ ( 715 ) $ ( 41 ) $ ( 3,710 ) Other comprehensive income (loss) before reclassifications ( 43 ) ( 9 ) ( 110 ) ( 162 ) Amounts reclassified from AOCI (a) — 35 ( 2 ) 33 Net other comprehensive (loss) income ( 43 ) 26 ( 112 ) ( 129 ) Balance as of September 30, 2020 $ ( 2,997 ) $ ( 689 ) $ ( 153 ) $ ( 3,839 ) 15 (in millions) CTA Pension and OPEB plans Hedging activities Total Gains (losses) Balance as of December 31, 2018 $ ( 2,868 ) $ ( 954 ) $ ( 1 ) $ ( 3,823 ) Adoption of new accounting standard 9 ( 169 ) ( 1 ) ( 161 ) Other comprehensive income (loss) before reclassifications ( 272 ) 20 ( 66 ) ( 318 ) Amounts reclassified from AOCI (a) — 17 ( 3 ) 14 Net other comprehensive (loss) income ( 272 ) 37 ( 69 ) ( 304 ) Balance as of September 30, 2019 $ ( 3,131 ) $ ( 1,086 ) $ ( 71 ) $ ( 4,288 ) (a) See table below for details about these reclassifications. The following is a summary of the amounts reclassified from AOCI to net income during the three and nine months ended September 30, 2020 and 2019. Amounts reclassified from AOCI (a) (in millions) Three months ended September 30, 2020 Nine months ended September 30, 2020 Location of impact in income statement Amortization of pension and OPEB items Amortization of net losses and prior service costs or credits $ ( 14 ) $ ( 44 ) Other (income) expense, net Less: Tax effect 3 9 Income tax expense $ ( 11 ) $ ( 35 ) Net of tax Gains (losses) on hedging activities Foreign exchange contracts $ ( 2 ) $ 2 Cost of sales Less: Tax effect 1 — Income tax expense $ ( 1 ) $ 2 Net of tax Total reclassifications for the period $ ( 12 ) $ ( 33 ) Total net of tax Amounts reclassified from AOCI (a) (in millions) Three months ended September 30, 2019 Nine months ended September 30, 2019 Location of impact in income statement Amortization of pension and OPEB items Amortization of net losses and prior service costs or credits $ ( 8 ) $ ( 23 ) Other (income) expense, net Less: Tax effect 4 6 Income tax expense $ ( 4 ) $ ( 17 ) Net of tax Gains on hedging activities Foreign exchange contracts $ 2 $ 3 Cost of sales Less: Tax effect — — Income tax expense $ 2 $ 3 Net of tax Total reclassifications for the period $ ( 2 ) $ ( 14 ) Total net of tax (a) Amounts in parentheses indicate reductions to net income. Refer to Note 11 for additional information regarding the amortization of pension and OPEB items and Note 14 for additional information regarding hedging activity. 9. REVENUES Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. A performance obligation is a promise in a contract to transfer a distinct good or service to the 16 customer, and is the unit of account in the contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of our contracts have multiple performance obligations. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Our global payment terms are typically between 30 - 90 days. The majority of our performance obligations are satisfied at a point in time. This includes sales of our broad portfolio of essential healthcare products across our geographic segments including acute and chronic dialysis therapies; sterile IV solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; and surgical hemostat and sealant products. For a majority of these sales, our performance obligation is satisfied upon delivery to the customer. Shipping and handling activities are considered to be fulfillment activities and are not considered to be a separate performance obligation. To a lesser extent, in all of our segments, we enter into other types of contracts including contract manufacturing arrangements, equipment leases, and certain subscription software and licensing arrangements. We recognize revenue for these arrangements over time or at a point in time depending on our evaluation of when the customer obtains control of the promised goods or services. Revenue is recognized over time when we are creating or enhancing an asset that the customer controls as the asset is created or enhanced or our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed. As of September 30, 2020, we had $ 7.8 billion of transaction price allocated to remaining performance obligations related to executed contracts with an original duration of one year or more, which are primarily included in the Americas segment. Some contracts in the United States included in this amount contain index-dependent price increases, which are not known at this time. We expect to recognize approximately 10 % of this amount as revenue over the remainder of 2020, 25 % in each of 2021 and 2022, 20 % in 2023, and 10 % in each of 2024 and 2025. Significant Judgments Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration related to rebates, product returns, sales discounts and wholesaler chargebacks. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are included in accounts receivable, net and accounts payable and accrued liabilities on the condensed consolidated balance sheets. Management's estimates take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract using the expected value method. The amount of variable consideration included in the net sales price is limited to the amount for which it is probable that a significant reversal in revenue will not occur when the related uncertainty is resolved. Revenue recognized during the three and nine months ended September 30, 2020 and 2019 related to performance obligations satisfied in prior periods was not material. Contract Balances The timing of revenue recognition, billings and cash collections results in the recognition of trade accounts receivable, unbilled receivables, contract assets and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets. Net trade accounts receivable was $ 1.8 billion as of September 30, 2020 and December 31, 2019, respectively. For contract manufacturing arrangements, revenue is primarily recognized throughout the production cycle, which typically lasts up to 90 days, resulting in the recognition of contract assets until the related services are completed and the customers are billed. Additionally, for arrangements containing a performance obligation to deliver software that can be used with medical devices, we recognize revenue upon delivery of the software, which results in the recognition of contract assets when customers are billed over time, generally over one to five years . For bundled contracts involving equipment delivered up-front and consumable medical products to be delivered over time, total contract revenue is allocated between the equipment and consumable medical products. In certain of those arrangements, a contract asset is created for the difference between the amount of equipment revenue recognized upon delivery and the amount of consideration initially receivable from the customer. In those arrangements, the contract asset becomes a trade account receivable as consumable medical products are provided and billed, generally over one to seven years . Our contract asset balances totaled $ 146 million as of September 30, 2020, of which $ 58 million related to contract manufacturing services, $ 39 million related to software sales and $ 49 million related to bundled equipment and consumable medical products contracts. Our contract asset balances totaled $ 131 17 million as of December 31, 2019, of which $ 36 million related to contract manufacturing services, $ 43 million related to software sales and $ 52 million related to bundled equipment and consumable medical products contracts. Contract assets are presented within accounts receivable, net ($ 81 million and $ 63 million as of September 30, 2020 and December 31, 2019, respectively) and other non-current assets ($ 65 million and $ 68 million as of September 30, 2020 and December 31, 2019, respectively) in the accompanying condensed consolidated balance sheets. Contract liabilities as of September 30, 2020 and December 31, 2019 were $ 63 million and $ 12 million, respectively, and were included in accounts payable and other accrued liabilities ($ 31 million as of September 30, 2020) and other non-current liabilities ($ 32 million and $ 12 million as of September 30, 2020 and December 31, 2019, respectively) in the accompanying condensed consolidated balance sheets. During the nine months ended September 30, 2020, the amount of revenue recognized that was included in contract liabilities as of December 31, 2019 was not significant. Disaggregation of Net Sales The following tables disaggregate our net sales by Global Business Unit (GBU) between the U.S. and international: Three months ended September 30, 2020 2019 (in millions) U.S. International Total U.S. International Total Renal Care 1 $ 216 $ 739 $ 955 $ 199 $ 719 $ 918 Medication Delivery 2 434 246 680 461 240 701 Pharmaceuticals 3 210 330 540 223 304 527 Clinical Nutrition 4 90 147 237 80 139 219 Advanced Surgery 5 139 97 236 134 82 216 Acute Therapies 6 72 105 177 44 86 130 Other 7 83 64 147 83 57 140 Total Baxter $ 1,244 $ 1,728 $ 2,972 $ 1,224 $ 1,627 $ 2,851 Nine months ended September 30, 2020 2019 (in millions) U.S. International Total U.S. International Total Renal Care 1 $ 629 $ 2,115 $ 2,744 $ 587 $ 2,092 $ 2,679 Medication Delivery 2 1,296 686 1,982 1,308 716 2,024 Pharmaceuticals 3 653 899 1,552 690 885 1,575 Clinical Nutrition 4 250 426 676 236 403 639 Advanced Surgery 5 370 258 628 397 249 646 Acute Therapies 6 204 315 519 136 255 391 Other 7 186 205 391 183 186 369 Total Baxter $ 3,588 $ 4,904 $ 8,492 $ 3,537 $ 4,786 $ 8,323 1 Renal Care includes sales of our peritoneal dialysis (PD), hemodialysis (HD) and additional dialysis therapies and services. 2 Medication Delivery includes sales of our intravenous (IV) therapies, infusion pumps, administration sets and drug reconstitution devices. 3 Pharmaceuticals includes sales of our premixed and oncology drug platforms, inhaled anesthesia and critical care products and pharmacy compounding services. 4 Clinical Nutrition includes sales of our parenteral nutrition (PN) therapies and related products. 5 Advanced Surgery includes sales of our biological products and medical devices used in surgical procedures for hemostasis, tissue sealing and adhesion prevention. 6 Acute Therapies includes sales of our continuous renal replacement therapies (CRRT) and other organ support therapies focused in the intensive care unit (ICU). 7 Other primarily includes sales of contract manufacturing services from our pharmaceutical partnering business. 18 Lease Revenue We lease medical equipment, such as renal dialysis equipment and infusion pumps, to customers, primarily in conjunction with arrangements to provide consumable medical products such as dialysis therapies, IV fluids and inhaled anesthetics. Certain of our equipment leases are classified as sales-type leases and the remainder are operating leases. The terms of the related contracts, including the proportion of fixed versus variable payments and any options to shorten or extend the lease term, vary by customer. We allocate revenue between equipment leases and medical products based on their standalone selling prices. The components of lease revenue for the three and nine months ended September 30, 2020 were: (in millions) Three months ended September 30, 2020 Nine months ended September 30, 2020 Sales-type lease revenue $ 11 $ 27 Operating lease revenue 16 44 Variable lease revenue 19 57 Total lease revenue $ 46 $ 128 The components of lease revenue for the three and nine months ended September 30, 2019 were: (in millions) Three months ended September 30, 2019 Nine months ended September 30, 2019 Sales-type lease revenue $ 3 $ 14 Operating lease revenue 16 46 Variable lease revenue 23 65 Total lease revenue $ 42 $ 125 10. BUSINESS OPTIMIZATION CHARGES In recent years, we have undertaken actions to transform our cost structure and enhance operational efficiency. These efforts include restructuring the organization, optimizing the manufacturing footprint, R&D operations and supply chain network, employing disciplined cost management, and centralizing and streamlining certain support functions. From the commencement of our business optimization activities in the second half of 2015 through September 30, 2020, we have incurred cumulative pre-tax costs of $ 1.1 billion related to these actions. The costs consisted primarily of employee termination costs, implementation costs, contract termination costs, asset impairments and accelerated depreciation. We currently expect to incur additional pre-tax costs of approximately $ 15 million through the completion of the initiatives that are currently underway, primarily related to implementation costs. We continue to pursue cost savings initiatives and, to the extent further cost savings opportunities are identified, we may incur additional restructuring charges and costs to implement business optimization programs in future periods. During the three and nine months ended September 30, 2020 and 2019, we recorded the following charges related to business optimization programs. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Restructuring charges $ 26 $ 17 $ 58 $ 94 Costs to implement business optimization programs 6 10 19 32 Accelerated depreciation — 1 — 5 Total business optimization charges $ 32 $ 28 $ 77 $ 131 For segment reporting purposes, business optimization charges are unallocated expenses. Costs to implement business optimization programs for the three and nine months ended September 30, 2020 and 2019, respectively, consisted primarily of external consulting and transition costs, including employee compensation and related costs. The costs were generally included within cost of sales, SG&A expense and R&D expense. 19 For the three and nine months ended September 30, 2019, respectively, we recognized accelerated depreciation, primarily associated with facilities to be closed. The costs were recorded within cost of sales and SG&A expense. During the three and nine months ended September 30, 2020 and 2019, we recorded the following restructuring charges. Three months ended September 30, 2020 (in millions) COGS SG&A R&D Total Employee termination costs $ 4 $ 15 $ 1 $ 20 Contract termination and other costs 1 3 — 4 Asset impairments — 2 — 2 Total restructuring charges $ 5 $ 20 $ 1 $ 26 Three months ended September 30, 2019 (in millions) COGS SG&A R&D Total Employee termination costs $ 1 $ 2 $ 2 $ 5 Contract termination and other costs 1 — — 1 Asset impairments 7 — 4 11 Total restructuring charges $ 9 $ 2 $ 6 $ 17 Nine months ended September 30, 2020 (in millions) COGS SG&A R&D Total Employee termination costs $ 9 $ 34 $ ( 1 ) $ 42 Contract termination and other costs 3 3 — 6 Asset impairments 8 2 — 10 Total restructuring charges $ 20 $ 39 $ ( 1 ) $ 58 Nine months ended September 30, 2019 (in millions) COGS SG&A R&D Total Employee termination costs $ 7 $ 27 $ 28 $ 62 Contract termination and other costs 9 — — 9 Asset impairments 17 1 5 23 Total restructuring charges $ 33 $ 28 $ 33 $ 94 In conjunction with our business optimization initiatives, we sold property that resulted in a gain of $ 17 million. This benefit is reflected within other operating expense (income), net in our condensed consolidated statement of income for the nine months ended September 30, 2020 The following table summarizes activity in the liability related to our restructuring initiatives. (in millions) Liability balance as of December 31, 2019 $ 92 Charges 53 Payments ( 63 ) Reserve adjustments ( 5 ) Currency translation 4 Liability balance as of September 30, 2020 $ 81 Substantially all of our restructuring liabilities as of September 30, 2020 relate to employee termination costs, with the remaining liabilities attributable to contract termination costs. Substantially all of the cash payments for those liabilities are expected to be disbursed by the end of 2021. 20 11. PENSION AND OTHER POSTRETIREMENT BENEFIT PROGRAMS The following is a summary of net periodic benefit cost relating to our pension and OPEB plans. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Pension benefits Service cost $ 20 $ 18 $ 61 $ 56 Interest cost 24 47 71 137 Expected return on plan assets ( 40 ) ( 74 ) ( 121 ) ( 214 ) Amortization of net losses and prior service costs 19 15 57 44 Net periodic pension cost $ 23 $ 6 $ 68 $ 23 OPEB Interest cost $ 2 $ 2 $ 4 $ 6 Amortization of net loss and prior service credit ( 5 ) ( 7 ) ( 13 ) ( 21 ) Net periodic OPEB cost (income) $ ( 3 ) $ ( 5 ) $ ( 9 ) $ ( 15 ) In September 2020, we offered certain former U.S. employees with a vested pension benefit a limited-time option to take a lump sum distribution in lieu of future monthly payments. Those accepting the option will be paid from the assets of the pension plan in December 2020. This action will accelerate the satisfaction of future pension obligations and could result in a non-cash pre-tax settlement loss in the fourth quarter of 2020, which will be determined based on the rate of acceptance. The settlement loss, if triggered, would be recognized as a non-operating benefit cost. 12. INCOME TAXES Our effective income tax rate was 13.5 % and 22.0 % for the three months ended September 30, 2020 and 2019, respectively, and 13.2 % and 13.7 % for the nine months ended September 30, 2020 and 2019, respectively. Our effective income tax rate can differ from the 21 % U.S. federal statutory rate due to a number of factors, including foreign rate differences, tax incentives, increases or decreases in valuation allowances and liabilities for uncertain tax positions and excess tax benefits on stock compensation awards. For the three months ended September 30, 2020, the difference between our effective income tax rate and the U.S. federal statutory rate was primarily attributable to a favorable geographic earnings mix and changes related to our ability to realize foreign tax credits. For the nine months ended September 30, 2020, the difference between our effective income tax rate and the U.S. federal statutory rate was primarily attributable to a favorable geographic earnings mix and excess tax benefits on stock compensation awards. For the three months ended September 30, 2019, our effective income tax rate was substantially consistent with the 21 % U.S. federal statutory rate as unfavorable return-to-provision adjustments in various jurisdictions were offset by excess tax benefits on stock compensation awards. For the nine months ended September 30, 2019, the difference between our effective tax rate and the U.S. federal statutory rate was primarily attributable to excess tax benefits on stock compensation awards and the recognition of tax benefits associated with a favorable tax ruling. 13. EARNINGS PER SHARE The numerator for both basic and diluted earnings per share (EPS) is net income attributable to Baxter stockholders. The denominator for basic EPS is the weighted-average number of shares outstanding during the period. The dilutive effect of outstanding stock options, restricted stock units (RSUs) and performance share units (PSUs) is reflected in the denominator for diluted EPS using the treasury stock method. 21 The following table is a reconciliation of basic shares to diluted shares. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Basic shares 511 511 509 510 Effect of dilutive securities 7 9 8 10 Diluted shares 518 520 517 520 The effect of dilutive securities includes unexercised stock options, unvested RSUs and contingently issuable shares related to granted PSUs. The computation of diluted EPS excludes 4 million and 3 million equity awards for the three and nine months ended September 30, 2020, respectively, and 4 million equity awards each for the three and nine months ended September 30, 2019, respectively, because their inclusion would have had an anti-dilutive effect on diluted EPS. 14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We operate on a global basis and are exposed to the risk that our earnings, cash flows and equity could be adversely impacted by fluctuations in foreign exchange and interest rates. Our hedging policy attempts to manage these risks to an acceptable level based on our judgment of the appropriate trade-off between risk, opportunity and costs. We are primarily exposed to foreign exchange risk with respect to recognized assets and liabilities, forecasted transactions and net assets denominated in the Euro, British Pound, Chinese Yuan, Korean Won, Australian Dollar, Canadian Dollar, Japanese Yen, Colombian Peso, Brazilian Real, Mexican Peso, Indian Rupee and Swedish Krona. We manage our foreign currency exposures on a consolidated basis, which allows us to net exposures and take advantage of any natural offsets. In addition, we use derivative and nonderivative instruments to further reduce the net exposure to foreign exchange risk. Gains and losses on the hedging instruments offset losses and gains on the hedged transactions and reduce the earnings and equity volatility resulting from changes in foreign exchange rates. Financial market and currency volatility may limit our ability to cost-effectively hedge these exposures. We are also exposed to the risk that our earnings and cash flows could be adversely impacted by fluctuations in interest rates. Our policy is to manage interest costs using a mix of fixed- and floating-rate debt that we believe is appropriate. To manage this mix in a cost-efficient manner, we periodically enter into interest rate swaps in which we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional amount. We do not hold any instruments for trading purposes and none of our outstanding derivative instruments contain credit-risk-related contingent features. All derivative instruments are recognized as either assets or liabilities at fair value in the condensed consolidated balance sheets and are classified as short-term or long-term based on the scheduled maturity of the instrument. We designate certain of our derivatives and foreign-currency denominated debt as hedging instruments in cash flow, fair value, or net investment hedges. Cash Flow Hed g es We may use options, including collars and purchased options, forwards and cross-currency swaps to hedge the foreign exchange risk to earnings relating to forecasted transactions and recognized assets and liabilities. We periodically use treasury rate locks to hedge the risk to earnings associated with movements in interest rates relating to anticipated issuances of debt. For each derivative instrument that is designated and effective as a cash flow hedge, the gain or loss on the derivative is recorded in AOCI and then recognized in earnings consistent with the underlying hedged item. Option premiums or net premiums paid are initially recorded as assets and reclassified to other comprehensive income (OCI) over the life of the option, and then recognized in earnings consistent with the underlying hedged item. Cash flow hedges are classified in cost of sales and interest expense, net, and are primarily related to forecasted third-party sales denominated in foreign currencies, forecasted intra-company sales denominated in foreign currencies, and anticipated issuances of debt, respectively. 22 The notional amounts of foreign exchange contracts designated as cash flow hedges were $ 334 million and $ 617 million as of September 30, 2020 and December 31, 2019, respectively. The maximum term over which we have cash flow hedge contracts in place related to forecasted transactions at September 30, 2020 is 12 months for foreign exchange contracts. The total notional amounts of interest rate contracts designated as cash flow hedges were $ 500 million and $ 550 million as of September 30, 2020 and December 31, 2019, respectively. The interest rate contracts have maturity dates in 2022 and hedge the variability in future benchmark interest payments attributable to changes in interest rates on the forecasted issuance of fixed-rate debt. Fair Value Hed g es We periodically use interest rate swaps to convert a portion of our fixed-rate debt into variable-rate debt. These instruments hedge our earnings from changes in the fair value of debt due to fluctuations in the designated benchmark interest rate. For each derivative instrument that is designated and effective as a fair value hedge, the gain or loss on the derivative is recognized immediately to earnings, and offsets changes in fair value attributable to a particular risk, such as changes in interest rates, of the hedged item, which are also recognized in earnings. Fair value hedges are classified in interest expense, net, as they hedge the interest rate risk associated with certain of our fixed-rate debt. There were no outstanding interest rate swap contracts designated as fair value hedges as of September 30, 2020 and December 31, 2019. Net Investment Hed g es In May 2017, we issued € 600 million of senior notes due May 2025. In May 2019, we issued € 750 million of senior notes due May 2024 and € 750 million of senior notes due May 2029. We have designated these debt obligations as hedges of our net investment in our European operations and, as a result, mark to spot rate adjustments on the outstanding debt balances are recorded as a component of AOCI. As of September 30, 2020, we had an accumulated pre-tax unrealized translation loss in AOCI of $ 125 million related to the Euro-denominated senior notes. In May 2019, we entered into forward contracts designated as net investment hedges to reduce exposure to changes in currency rates on € 1.2 billion of our net investment in our European operations. Those hedges were entered into in advance of the issuance of our senior notes mentioned above, were settled in the second quarter of 2019 and resulted in an insignificant loss. Dedesignations If it is determined that a derivative or nonderivative hedging instrument is no longer highly effective as a hedge, we discontinue hedge accounting prospectively. Gains or losses relating to terminations of effective cash flow hedges generally continue to be deferred and are recognized consistent with the loss or income recognition of the underlying hedged items. However, if it is probable that the hedged forecasted transactions will not occur, any gains or losses would be immediately reclassified from AOCI to earnings. In the third quarter of 2020, we terminated an interest rate contract with a notional amount of $ 50 million for a $ 7 million cash payment. In October 2020, we terminated additional interest rate contracts with a notional balance of $ 350 million and a liability fair value of $ 109 million as of September 30, 2020 for $ 100 million in cash payments. The losses relating to these terminations continue to be deferred and will be recognized consistent with the underlying hedged item, interest expense on the future issuance of debt. There were no hedge dedesignations in the first nine months of 2020 or 2019 resulting from changes in our assessment of the probability that the hedged forecasted transactions would occur. If we terminate a fair value hedge, an amount equal to the cumulative fair value adjustment to the hedged item at the date of termination is amortized to earnings over the remaining term of the hedged item. There were no fair value hedges terminated during the first nine months of 2020 or 2019. If we remove a net investment hedge designation, any gains or losses recognized in AOCI are not reclassified to earnings until we sell, liquidate, or deconsolidate the foreign investments that were being hedged. In the second quarter of 2019, we dedesignated € 1.2 billion of forward contracts designated as a net investment hedge of our European operations. There were no net investment hedges terminated during the first nine months of 2020. 23 Undesignated Derivative Instruments We use forward contracts to hedge earnings from the effects of foreign exchange relating to certain of our intra-company and third-party receivables and payables denominated in a foreign currency. These derivative instruments are generally not formally designated as hedges and the terms of these instruments generally do not exceed one month. The total notional amount of undesignated derivative instruments was $ 765 million as of September 30, 2020 and $ 619 million as of December 31, 2019. Gains and Losses on Hedging Instruments The following tables summarize the gains and losses on our hedging instruments and the classification of those gains and losses within our condensed consolidated financial statements for the three months ended September 30, 2020 and 2019. Gain (loss) recognized in OCI Location of gain (loss) in income statement Gain (loss) reclassified from AOCI into income (in millions) 2020 2019 2020 2019 Cash flow hedges Interest rate contracts $ 31 $ ( 57 ) Interest expense, net $ — $ — Foreign exchange contracts ( 6 ) 4 Cost of sales ( 2 ) 2 Net investment hedges ( 103 ) 96 Other (income) expense, net — — Total $ ( 78 ) $ 43 $ ( 2 ) $ 2 Location of gain (loss) in income statement Gain (loss) recognized in income (in millions) 2020 2019 Undesignated derivative instruments Foreign exchange contracts Other (income) expense, net $ 7 $ ( 4 ) The following tables summarize the gains and losses on our hedging instruments and the classification of those gains and losses within our condensed consolidated financial statements for the nine months ended September 30, 2020 and 2019. Gain (loss) recognized in OCI Location of gain (loss) in income statement Gain (loss) reclassified from AOCI into income (in millions) 2020 2019 2020 2019 Cash flow hedges Interest rate contracts $ ( 144 ) $ ( 91 ) Interest expense, net $ — $ — Foreign exchange contracts 1 4 Cost of sales 2 3 Net investment hedges ( 104 ) 74 Other (income) expense, net — — Total $ ( 247 ) $ ( 13 ) $ 2 $ 3 Location of gain (loss) in income statement Gain (loss) recognized in income (in millions) 2020 2019 Undesignated derivative instruments Foreign exchange contracts Other (income) expense, net $ 22 $ ( 16 ) As of September 30, 2020, $ 7 million of deferred, net after-tax losses on derivative instruments included in AOCI are expected to be recognized in earnings during the next 12 months, coinciding with when the hedged items are expected to impact earnings. 24 Derivative Assets and Liabilities The following table summarizes the classification and fair values of derivative instruments reported in the condensed consolidated balance sheet as of September 30, 2020. Derivatives in asset positions Derivatives in liability positions (in millions) Balance sheet location Fair value Balance sheet location Fair value Derivative instruments designated as hedges Interest rate contracts Other non-current assets $ — Other non-current liabilities $ 179 Foreign exchange contracts Prepaid expenses and other current assets 3 Accounts payable and accrued liabilities 3 Total derivative instruments designated as hedges 3 182 Undesignated derivative instruments Foreign exchange contracts Prepaid expenses and other current assets 12 Accounts payable and accrued liabilities 9 Total derivative instruments $ 15 $ 191 The following table summarizes the classification and fair values of derivative instruments reported in the condensed consolidated balance sheet as of December 31, 2019. Derivatives in asset positions Derivatives in liability positions (in millions) Balance sheet location Fair value Balance sheet location Fair value Derivative instruments designated as hedges Interest rate contracts Other non-current assets $ 10 Other non-current liabilities $ 52 Foreign exchange contracts Prepaid expenses and other current assets 10 Accounts payable and accrued liabilities — Total derivative instruments designated as hedges 20 52 Undesignated derivative instruments Foreign exchange contracts Prepaid expenses and other current assets 1 Accounts payable and accrued liabilities 2 Total derivative instruments $ 21 $ 54 While some of our derivatives are subject to master netting arrangements, we present our assets and liabilities related to derivative instruments on a gross basis within the condensed consolidated balance sheets. Additionally, we are not required to post collateral for any of our outstanding derivatives. The following table provides information on our derivative positions as if they were presented on a net basis, allowing for the right of offset by counterparty. September 30, 2020 December 31, 2019 (in millions) Asset Liability Asset Liability Gross amounts recognized in the consolidated balance sheet $ 15 $ 191 $ 21 $ 54 Gross amount subject to offset in master netting arrangements not offset in the consolidated balance sheet ( 5 ) ( 5 ) ( 11 ) ( 11 ) Total $ 10 $ 186 $ 10 $ 43 25 The following table presents the amounts recorded on the condensed consolidated balance sheet related to fair value hedges: Carrying amount of hedged item Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged item (a) (in millions) Balance as of September 30, 2020 Balance as of December 31, 2019 Balance as of September 30, 2020 Balance as of December 31, 2019 Long-term debt $ 102 $ 103 $ 5 $ 6 (a) These fair value hedges were terminated prior to December 31, 2019. 15. FAIR VALUE MEASUREMENTS The following tables summarize our assets and liabilities that are measured at fair value on a recurring basis. Basis of fair value measurement (in millions) Balance as of September 30, 2020 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Foreign exchange contracts $ 15 $ — $ 15 $ — Debt securities 5 — 5 — Marketable equity securities 15 15 — — Total $ 35 $ 15 $ 20 $ — Liabilities Foreign exchange contracts $ 12 $ — $ 12 $ — Interest rate contracts 179 — 179 — Contingent payments related to acquisitions 30 — — 30 Total $ 221 $ — $ 191 $ 30 Basis of fair value measurement (in millions) Balance as of December 31, 2019 Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets Foreign exchange contracts $ 11 $ — $ 11 $ — Interest rate contracts 10 — 10 — Marketable equity securities 3 3 — — Total $ 24 $ 3 $ 21 $ — Liabilities Foreign exchange contracts $ 2 $ — $ 2 $ — Interest rate contracts 52 — 52 — Contingent payments related to acquisitions 39 — — 39 Total $ 93 $ — $ 54 $ 39 As of September 30, 2020 and December 31, 2019, cash and cash equivalents of $ 4.4 billion and $ 3.3 billion, respectively, included money market and other short-term funds of approximately $ 2.5 billion and $ 1.7 billion, respectively, which are considered Level 2 in the fair value hierarchy. For assets that are measured using quoted prices in active markets, the fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. The majority of the derivatives entered into by us are valued using internal valuation techniques as no quoted market prices exist for such instruments. The principal techniques used to value these instruments are discounted cash flow and Black-Scholes 26 models. The key inputs, which are considered observable and vary depending on the type of derivative, include contractual terms, interest rate yield curves, foreign exchange rates and volatility. Contingent payments related to acquisitions accounted for as business combinations, which consist of milestone payments and sales-based payments, are valued using discounted cash flow techniques. The fair value of milestone payments reflects management’s expectations of probability of payment, and increases as the probability of payment increases or the expected timing of payments is accelerated. The fair value of sales-based payments is based upon probability-weighted future revenue estimates, and increases as revenue estimates increase, probability weighting of higher revenue scenarios increases or the expected timing of payment is accelerated. The following table is a reconciliation of recurring fair value measurements that use significant unobservable inputs (Level 3), which consist of contingent payments related to acquisitions. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Fair value at beginning of period $ 39 $ 27 $ 39 $ 32 Additions — — 4 — Change in fair value recognized in earnings 1 — ( 2 ) ( 4 ) Payments ( 10 ) — ( 11 ) ( 1 ) Fair value at end of period $ 30 $ 27 $ 30 $ 27 Financial Instruments Not Measured at Fair Value In addition to the financial instruments that we are required to recognize at fair value in the condensed consolidated balance sheets, we have certain financial instruments that are recognized at amortized cost or some basis other than fair value. For these financial instruments, the following table provides the values recognized in the condensed consolidated balance sheets and the estimated fair values as of September 30, 2020 and December 31, 2019. Book values Fair values(a) (in millions) 2020 2019 2020 2019 Liabilities Short-term debt $ — $ 226 $ — $ 226 Current maturities of long-term debt and finance lease obligations 727 315 732 315 Long-term debt and finance lease obligations 5,760 4,809 6,472 5,156 (a) These fair value amounts are classified as Level 2 within the fair value hierarchy as they are estimated based on observable inputs. The carrying value of short-term debt approximates its fair value due to the short-term maturities of the obligations. The estimated fair values of current and long-term debt were computed by multiplying price by the notional amount of the respective debt instruments. Price is calculated using the stated terms of the respective debt instrument and yield curves commensurate with our credit risk. The carrying values of other financial instruments, such as accounts receivable and accounts payable, approximate their fair values due to the short-term maturities of most of those assets and liabilities. Equity investments not measured at fair value are comprised of other equity investments without readily determinable fair values and were $ 92 million at September 30, 2020 and $ 73 million at December 31, 2019. Those investments are included in Other non-current assets on our condensed consolidated balance sheets. 16. SEGMENT INFORMATION We manage our business based on three geographical segments: Americas (North and South America), EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific). Our segments provide a broad portfolio of essential healthcare products, including acute and chronic dialysis therapies; sterile IV solutions; infusion systems and devices; parenteral nutrition therapies; inhaled anesthetics; generic injectable pharmaceuticals; and surgical hemostat and sealant products. We use operating income on a segment basis to make resource allocation decisions and assess the ongoing performance of our business segments. Intersegment sales are eliminated in consolidation. 27 Certain items are maintained at Corporate and are not allocated to a segment. They primarily include the majority of foreign currency hedging activities, corporate headquarters costs, certain R&D costs, certain GBU support costs, stock compensation expense, certain employee benefit plan costs, and certain gains, losses, and other charges (such as business optimization, acquisition and integration costs, intangible asset amortization and asset impairments). Our chief operating decision maker does not receive any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Financial information for our segments is as follows. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Net sales: Americas $ 1,549 $ 1,534 $ 4,455 $ 4,462 EMEA 777 730 2,262 2,179 APAC 646 587 1,775 1,682 Total net sales $ 2,972 $ 2,851 $ 8,492 $ 8,323 Operating income : Americas $ 577 $ 595 $ 1,610 $ 1,715 EMEA 160 162 480 465 APAC 161 138 432 394 Total segment operating income $ 898 $ 895 $ 2,522 $ 2,574 The following is a reconciliation of segment operating income to income before income taxes per the condensed consolidated statements of income. Three months ended September 30, Nine months ended September 30, (in millions) 2020 2019 2020 2019 Total segment operating income $ 898 $ 895 $ 2,522 $ 2,574 Corporate and other ( 428 ) ( 392 ) ( 1,312 ) ( 1,338 ) Total operating income 470 503 1,210 1,236 Net interest expense 39 13 96 51 Other (income) expense, net 16 9 32 ( 8 ) Income before income taxes $ 415 $ 481 $ 1,082 $ 1,193 Refer to Note 9 for additional information on Net Sales by GBU. 28