Bond Baxter Global Corp 2.4% ( US071813BF59 ) in USD

Baxter Global Corp

100 % ▲

United States

US071813BF59 ( in USD )

2.4% per year ( payment 2 times a year)

14/08/2022 - Bond has expired

Prospectus brochure of the bond Baxter International Inc US071813BF59 in USD 2.4%, expired

2 000 USD

700 000 000 USD

071813BF5

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Baxter International Inc. is a global healthcare company that develops, manufactures, and markets medical products, including intravenous solutions, renal therapies, and biosurgery products.

The Bond issued by Baxter Global Corp ( United States ) , in USD, with the ISIN code US071813BF59, pays a coupon of 2.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2022

The Bond issued by Baxter Global Corp ( United States ) , in USD, with the ISIN code US071813BF59, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Baxter Global Corp ( United States ) , in USD, with the ISIN code US071813BF59, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

Proposed
Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee(1)
2.400% Senior Notes due 2022

$700,000,000

$80,220
3.650% Senior Notes due 2042

$300,000,000

$34,380
Total:

$1,000,000,000

$114,600

(1) The filing fee of $114,600 is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-183099

Prospectus Supplement
(To Prospectus dated August 6, 2012)
$1,000,000,000

2.400% Senior Notes due 2022
3.650% Senior Notes due 2042

We are offering $700,000,000 aggregate principal amount of 2.400% Senior Notes due 2022 (the "2022 Notes") and
$300,000,000 aggregate principal amount of 3.650% Senior Notes due 2042 (the "2042 Notes"). Interest on the notes is payable
semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2013. The 2022 Notes will mature on
August 15, 2022. The 2042 Notes will mature on August 15, 2042. We may at our option redeem the notes, at any time, in whole or in
part, at the "make whole" redemption prices 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 future subordinated indebtedness.

Investing in the notes involves risks that are described in the "Risk Factors" section on page S-4 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)

2.400% Senior Notes due 2022

99.567%

0.650%

98.917%

Total

$696,969,000
$4,550,000

$692,419,000
3.650% Senior Notes due 2042

99.206%

0.875%

98.331%

Total

$297,618,000
$2,625,000

$294,993,000
(1) Plus accrued interest from August 13, 2012, 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 August 13, 2012.
Joint Book-Running Managers

Deutsche Bank Securities
Goldman, Sachs & Co. RBS UBS Investment Bank
Co-Managers
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Credit Suisse

HSBC

Mitsubishi UFJ Securities

Mizuho Securities
The date of this prospectus supplement is August 8, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-ii
Prospectus Supplement Summary
S-1

Risk Factors
S-4

Cautionary Statements Regarding Forward-Looking Statements
S-5

Use of Proceeds
S-7

Description of the Notes
S-8

Underwriting
S-15
Legal Matters
S-17

PROSPECTUS

Page
About This Prospectus
1

Where You Can Find More Information
2

The Company
3

Selected Financial Data
4

Ratio of Earnings to Fixed Charges
5

Use of Proceeds
6

Description of Debt Securities
7

Plan of Distribution
19

Legal Matters
19

Independent Registered Public Accounting Firm
20

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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. Before
making a decision to invest in the notes, 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.
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.

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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 (224) 948-2000. We develop, manufacture and market
products that save and sustain the lives of people with hemophilia, immune disorders, infectious diseases, kidney disease, trauma
and other chronic and acute medical conditions. As a global, diversified healthcare company, we apply a unique combination of
expertise in medical devices, pharmaceuticals and biotechnology to create products that advance patient care worldwide. Our
products are used by hospitals, kidney dialysis centers, nursing homes, rehabilitation centers, doctors' offices, clinical and
medical research laboratories, and by patients at home under physician supervision. We manufacture products in 27 countries and
sell them in over 100 countries.
We operate in two 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 processes recombinant and
plasma-based proteins to treat hemophilia and other bleeding disorders; plasma-based therapies to treat immune deficiencies,
alpha-1 antitrypsin deficiency, burns and shock, and other chronic and acute blood-related conditions; products for regenerative
medicine, such as biosurgery products; and select vaccines. The Medical Products business manufactures intravenous
(IV) solutions and administration sets, premixed drugs and drug-reconstitution systems, pre-filled vials and syringes for injectable
drugs, IV nutrition products, infusion pumps, and inhalation anesthetics, as well as products and services related to pharmacy
compounding, drug formulation and packaging technologies. In addition, the Medical Products business provides products and
services to treat end-stage renal disease, or irreversible kidney failure. The business manufactures solutions and other products
for peritoneal dialysis, a home-based therapy, and also distributes products for hemodialysis, which is generally conducted in a
hospital or clinic.
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."

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The Offering
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
$700,000,000 aggregate principal amount of 2.400% Senior Notes due 2022.

$300,000,000 aggregate principal amount of 3.650% Senior Notes due 2042.

Maturity
The 2022 Notes will mature on August 15, 2022.
The 2042 Notes will mature on August 15, 2042.

Interest
Interest on the 2022 Notes will accrue from the date of their issuance at the rate
of 2.400% per annum.

Interest on the 2042 Notes will accrue from the date of their issuance at the rate
of 3.650% per annum.

Interest Payment Dates
Interest on the notes is payable semi-annually in arrears on February 15 and
August 15 of each year. The first interest payment on the notes will be made on
February 15, 2013.

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 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 the
"make-whole" redemption prices as described in the section of this prospectus
supplement entitled "Description of the Notes -- Optional Redemption."

Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, as defined under
"Description of the 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 "Description of Debt Securities -- Certain Covenants."

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Further Issuances
We may, from time to time, without the consent of the holders of either series of
notes, issue additional notes of either series on terms and conditions
substantially identical to those of the notes of such series (except for the issue
date, and in some cases, the initial interest payment date) so that such additional
notes will increase the aggregate principal amount of, and will be consolidated
and form a single series with the notes of such series and will otherwise have
the same terms as the notes of such series.

Use of Proceeds
We will use the net proceeds from the sale of the notes for general corporate
purposes, including capital expenditures associated with previously announced
plans to expand capacity to support longer-term growth of our plasma-based
treatments.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A. (as successor in 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.

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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, 2011, 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, 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, change of control,
refinancing, recapitalization or other highly leveraged transactions. As a result, we could enter into any such transaction even though
the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or credit ratings,
or otherwise adversely affect the holders of the notes.
We may not be able to repurchase all of the notes upon a change of control triggering event, which would result in a default
under the notes.
We will be required to offer to repurchase the notes upon the occurrence of a change of control triggering event as provided in
the indenture governing the notes. However, we may not have sufficient funds to repurchase the notes in cash at such time. In addition,
our ability to repurchase the notes for cash may be limited by law or the terms of other agreements relating to our indebtedness
outstanding at the time. The failure to make such repurchase would result in a default under the notes.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein
include "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements are
identified by their use of terms and phrases such as "believe," "anticipate," "could," "estimate," "intend," "may," "plan," "expect,"
and similar expressions. The statements are based on assumptions about many important factors, including assumptions concerning:

· demand for and market acceptance risks for new and existing products, such as ADVATE and plasma-based therapies

(including Antibody Therapy), and other therapies;

· fluctuations in supply and demand and the pricing of plasma-based therapies;

· the impact of U.S. healthcare reform and other similar actions undertaken by foreign governments with respect to pricing,

reimbursement, taxation and rebate policies;

· additional legislation, regulation and other governmental pressures in the United States or globally, which may affect

pricing, reimbursement, taxation and rebate policies of government agencies and private payers or other elements of our
business;

· future actions of third parties including third party payers, as healthcare reform and other similar measures are

implemented in the United States and globally;

· our ability to identify business development and growth opportunities;

· product quality or patient safety issues, leading to product recalls, withdrawals, launch delays, sanctions, seizures,

litigation, or declining sales;

· future actions of the U.S. Food and Drug Administration (FDA), the European Medicines Agency or any other regulatory
body or government authority that could delay, limit or suspend product development, manufacturing or sale of product or

result in seizures, injunctions, monetary sanctions or criminal or civil liabilities, including any sanctions available under
the Consent Decree entered into with the FDA concerning the COLLEAGUE and SYNDEO infusion pumps;

· completion of the FDA's final July 2010 order to recall all of our COLLEAGUE infusion pumps in the United States as

well as any additional actions required globally;

· fluctuations in foreign exchange and interest rates;

· product development risks, including satisfactory clinical performance, the ability to manufacture at appropriate scale, and

the general unpredictability associated with the product development cycle;

· our ability to enforce our patent rights or patents of third parties preventing or restricting our manufacture, sale or use of

affected products or technology;

· the impact of geographic and product mix on our sales;

· the impact of competitive products and pricing, including generic competition, drug reimportation and disruptive

technologies;

· inventory reductions or fluctuations in buying patterns by wholesalers or distributors;

· the availability and pricing of acceptable raw materials and component supply;

· global regulatory, trade and tax policies;

· any changes in law concerning the taxation of income, including income earned outside the United States;

· actions by tax authorities in connection with ongoing tax audits;

· our ability to realize the anticipated benefits of business optimization and transformation initiatives;

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