Obligation Baxter Global Corp 6.25% ( US071813AX74 ) en USD

Baxter Global Corp

100 % ▼

Etats-unis

US071813AX74 ( en USD )

6.25% par an ( paiement semestriel )

30/11/2037

Prospectus brochure de l'obligation Baxter International Inc US071813AX74 en USD 6.25%, échéance 30/11/2037

2 000 USD

500 000 000 USD

071813AX7

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

01/12/2026 ( Dans 143 jours )

Baxter International Inc. est une société mondiale de soins de santé qui développe, fabrique et commercialise des produits médicaux, notamment des solutions d'hémodialyse, des médicaments injectables et des dispositifs médicaux, servant les hôpitaux, les cliniques et les patients à domicile.

L'Obligation émise par Baxter Global Corp ( Etats-unis ) , en USD, avec le code ISIN US071813AX74, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2037

L'Obligation émise par Baxter Global Corp ( Etats-unis ) , en USD, avec le code ISIN US071813AX74, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Baxter Global Corp ( Etats-unis ) , en USD, avec le code ISIN US071813AX74, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b2
424B2 1 c22041aae424b2.htm PRELIMINARY PROSPECTUS SUPPLEMENT
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (1 of 64)1/2/2008 10:18:16 AM

e424b2

Filed Pursuant to Rule 424 (b)(2)
Registration No. 333-136224
A filing fee of $15,350, calculated in accordance with
Rule 457(r), has been transmitted to the SEC in
connection with the securities offered by means of this
prospectus supplement
Prospectus Supplement
(To Prospectus dated August 1, 2006)

$500,000,000

Baxter International Inc.
6.250% Senior Notes due 2037

We are offering $500,000,000 aggregate principal amount of 6.250% Senior Notes due 2037. Interest on the
notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2008.
The notes will mature on December 1, 2037. We may at our option redeem the notes, at any time, in whole or
in part, at a "make whole" redemption price as described in the section of this prospectus supplement entitled
"Description of the Notes -- Optional Redemption." If a change of control triggering event as described in
this prospectus supplement occurs, we will be required to offer to purchase the notes from the holders as
described in the section of this prospectus supplement entitled "Description of the Notes -- Offer to Purchase
Upon Change of Control Triggering Event."
The notes will be our general senior unsecured and unsubordinated obligations and will rank equal in priority
with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment
to any existing and future subordinated indebtedness.

Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page S-3 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Price to
Underwriting Discounts
Proceeds to

Public(1)

and Commissions

Baxter(2)

file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (2 of 64)1/2/2008 10:18:16 AM

e424b2
6.250% Senior Notes due 2037

99.840 %

0.875 %

98.965 %
Total
$ 499,200,000
$ 4,375,000

$ 494,825,000

(1) Plus accrued interest from December 7, 2007, if settlement occurs after that date.

(2) Before expenses in connection with this offering. See "Underwriting".
Currently, there is no public market for the notes. The notes will not be listed on any national securities
exchange or any automated dealer quotation system.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository
Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme, on or about December 7, 2007.

Joint Bookrunners

Banc of America Securities LLC
UBS Investment Bank

Co-Managers

Barclays Capital
Deutsche Bank Securities
HSBC
Citi
Goldman, Sachs & Co.
JPMorgan

The date of this prospectus supplement is December 4, 2007.
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (3 of 64)1/2/2008 10:18:16 AM

e424b2

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

About This Prospectus Supplement

ii
Prospectus Supplement Summary
S-1
Risk Factors
S-3
Cautionary Statements Regarding Forward-Looking Statements
S-4
Use of Proceeds
S-5
Ratio of Earnings to Fixed Charges
S-5
Description of the Notes
S-5
S-
Underwriting
12
S-
Legal Matters
14

PROSPECTUS

Page

About This Prospectus
1
Where You Can Find More Information
1
The Company
3
Ratio of Earnings to Fixed Charges
4
Use of Proceeds
4
Description of Debt Securities
5
Plan of Distribution
15
Legal Matters
16
Independent Registered Public Accounting Firm
16

i
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (4 of 64)1/2/2008 10:18:16 AM

e424b2

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms
of this offering. The second part, the accompanying prospectus, gives more general information, some of
which may not apply to this offering. You should read this entire prospectus supplement, including the section
entitled "Risk Factors," as well as the accompanying prospectus and the documents incorporated by reference
in this prospectus supplement and the accompanying prospectus that are described in the section entitled
"Where You Can Find More Information" in the accompanying prospectus before making a decision to invest
in the notes.
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement, the accompanying prospectus, and the documents incorporated by reference is
accurate only as of the respective dates of those documents in which the information is contained. Our
business, financial condition, results of operations and prospects may have changed since those dates.
Unless we have indicated otherwise, or the context otherwise requires, references to "Baxter," "we," "us," and
"our" in this prospectus supplement and the accompanying prospectus are to Baxter International Inc. and its
subsidiaries.
ii
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (5 of 64)1/2/2008 10:18:16 AM

e424b2

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus. As a result, it is not complete and does not contain all of
the information that may be important to you or that you should consider when making an investment
decision with respect to the notes. You should read the following summary in conjunction with the more
detailed information contained in this prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference, before making a decision to invest in the notes.

Baxter International Inc.
Baxter International Inc. was incorporated under Delaware law in 1931. Our principal executive offices
are located at One Baxter Parkway, Deerfield, Illinois 60015 and our telephone number is (847) 948-
2000. We operate as a global diversified medical products and services company with expertise in
medical devices, pharmaceuticals and biotechnology that assists healthcare professionals and their
patients with the treatment of complex medical conditions, including hemophilia, immune disorders,
infectious diseases, cancer, kidney disease, trauma and other conditions. Our products are used by
hospitals, clinical and medical research laboratories, blood and plasma collection centers, kidney
dialysis centers, rehabilitation centers, nursing homes, doctors' offices and by patients at home under
physician supervision. We manufacture products in 27 countries and sell them in over 100 countries.
We operate in three segments, each of which is a strategic business that is managed separately because
each business develops, manufactures and sells distinct products and services. The BioScience business
is a manufacturer of plasma-based and recombinant proteins used to treat hemophilia. Other products
include plasma-based therapies to treat immune disorders, alpha 1-antitrypsin deficiency and other
chronic blood-related conditions; albumin, used to treat burns and shock; products for regenerative
medicine; and vaccines. The Medication Delivery business is a manufacturer of products used to deliver
fluids and drugs to patients. These products include intravenous (IV) solutions and administration sets,
pre-mixed drugs and drug-reconstitution systems, pre-filled vials and syringes for injectable drugs, and
electronic infusion devices. The business also provides IV nutrition products, inhalation anesthetics for
general anesthesia, pharmaceutical company partnering services, and drug formulation and packaging
technologies. The Renal business is a manufacturer of products for peritoneal dialysis, a home therapy
for people with irreversible kidney failure who require renal replacement therapy. The business also
distributes products for hemodialysis, which is generally conducted in a hospital or clinic. These
businesses enjoy leading positions in the medical products and services fields.
For additional information regarding our business, we refer you to our filings with the Securities and
Exchange Commission that are incorporated into this prospectus supplement and the accompanying
prospectus by reference. Please read the section in the accompanying prospectus entitled "Where You
Can Find More Information."

THE OFFERING

file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (6 of 64)1/2/2008 10:18:16 AM

e424b2
The following is a summary of the notes and is not intended to be complete. It does not contain all of
the information that may be important to you. For a more complete understanding of the notes, please
refer to the section entitled "Description of the Notes" in this prospectus supplement and the section
entitled "Description of Debt Securities" in the accompanying prospectus.
Issuer
Baxter International Inc., a Delaware corporation.

Notes Offered
$500,000,000 aggregate principal amount of 6.250% Senior
Notes due 2037.

Maturity
The notes will mature on December 1, 2037.
S-1
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (7 of 64)1/2/2008 10:18:16 AM

e424b2

Interest
Interest on the notes will accrue from the date of their issuance at
the rate of 6.250% per annum.

Interest Payment Dates
Interest on the notes is payable semi-annually in arrears on
June 1 and December 1 of each year. The first interest payment
on the notes will be made on June 1, 2008.

Ranking
The notes are senior unsecured and unsubordinated obligations
of ours and rank equal in priority with all of our existing and
future unsecured and unsubordinated indebtedness and senior in
right of payment to any existing and future subordinated
indebtedness. See the section of this prospectus supplement
entitled "Description of the Notes -- Ranking."

Optional Redemption
We may at our option redeem the notes, at any time, in whole or
in part, at a "make-whole" redemption price as described in the
section of this prospectus supplement entitled "Description of the
Notes -- Optional Redemption."

Change of Control Triggering
Upon the occurrence of a Change of Control Triggering Event,
Event
as defined under "Description of Notes -- Offer to Purchase
Upon Change of Control Triggering Event," we will be required
to make an offer to repurchase the notes at a price equal to 101%
of their aggregate principal amount, plus accrued and unpaid
interest to, but not including, the date of repurchase.

Certain Covenants
The indenture governing the notes contains certain covenants
that, among other things, limit our ability and the ability of
certain of our subsidiaries to create liens on our assets. These
covenants are subject to a number of important limitations and
exceptions. See the section in the accompanying prospectus
entitled "Debt Securities -- Certain Covenants."

Further Issuances
We reserve the right, from time to time, without the consent of
the holders of the notes, to issue additional notes of the same
series on terms and conditions substantially identical to those of
the notes, which additional notes shall increase the aggregate
principal amount of, and shall be consolidated and form a single
series with, the notes.

Use of Proceeds
We will use the net proceeds from the sale of the notes for
general corporate purposes, including the repayment of
outstanding indebtedness (which may include the refinancing of
certain net investment hedges).

file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (8 of 64)1/2/2008 10:18:16 AM

e424b2
Trustee, Registrar and Paying
The Bank of New York Trust Company, N.A. (as successor in
Agent
interest to J.P. Morgan Trust Company, National Association).

Governing Law
The indenture and the notes will be governed by the laws of the
State of New York.
S-2
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (9 of 64)1/2/2008 10:18:16 AM

e424b2

RISK FACTORS
Before you decide to invest in the notes, you should carefully consider the following risk factors as well as the
risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2006, which is
incorporated by reference in this prospectus supplement and the accompanying prospectus. See the section
entitled "Where You Can Find More Information" in the accompanying prospectus.
The notes are our obligations and not obligations of our subsidiaries and will be effectively
subordinated to the claims of our subsidiaries' creditors.
The notes are exclusively our obligations and not obligations of our subsidiaries. We are a holding company
and, accordingly, we conduct substantially all of our operations through our subsidiaries. As a result, our cash
flow and our ability to service our debt, including the notes, depends upon the earnings and operating capital
requirements of our subsidiaries. We depend on the distribution of earnings, loans or other payments by our
subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent
or otherwise, to pay any amounts due pursuant to the notes or to make any funds available to us for such
payment, whether by dividends, distributions, loans or other payments. The ability of our subsidiaries to make
any payments to us will depend on our subsidiaries' earnings, business and tax considerations and any legal
restrictions.
As a result of our structure, the notes will effectively rank junior to all existing and future indebtedness, trade
payables and other liabilities of our subsidiaries. Our right to receive any assets of any of our subsidiaries
upon their liquidation or reorganization, and therefore the right of holders of the notes to participate in those
assets, will be subject to the prior claims of our subsidiaries' creditors, including trade creditors. In addition,
even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any
security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by
us.
An active trading market for the notes may not develop.
Currently there is no public market for the notes and we do not plan to list the notes on any national securities
exchange or automated dealer quotation system. As a result, an active trading market for the notes may not
develop or, if one does develop, it may not be sustained. If an active trading market for the notes fails to
develop or cannot be sustained, the trading price and liquidity of the notes could be adversely affected.
The liquidity of any trading market in the notes, and the market price quoted for the notes, also may be
adversely affected by changes in the overall market for these securities and by changes in our financial
performance or prospects. In addition, we may determine from time to time in the future to purchase the notes
through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise,
which would create a more limited market for the notes.
We could enter into various transactions that could increase the amount of our outstanding
indebtedness, or adversely affect our capital structure or credit ratings, or otherwise adversely affect
holders of the notes.
The indenture governing the notes does not generally prevent us from entering into a variety of acquisition,
file:////23filesrv01/ljs/Tamara/Baxter Int'l Inc, 6.25% Sr Nts due 2037.htm (10 of 64)1/2/2008 10:18:16 AM

Document Outline

Local Disk
- #1">e424b2