Bond Baxter Global Corp 4.5% ( US071813BG33 ) in USD

Baxter Global Corp

100 % ▲

United States

US071813BG33 ( in USD )

4.5% per year ( payment 2 times a year)

14/06/2043

Prospectus brochure of the bond Baxter International Inc US071813BG33 en USD 4.5%, maturity 14/06/2043

2 000 USD

500 000 000 USD

071813BG3

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/12/2026 ( In 157 days )

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

This bond, identified by ISIN US071813BG33 and CUSIP 071813BG3, is a United States-issued obligation from Baxter International Inc., a prominent global healthcare company that develops, manufactures, and markets a broad range of products for critical medical conditions, including renal and hospital products, acute and chronic dialysis therapies, sterile IV solutions, and infusion systems; this specific debt instrument is currently priced at 100% of its face value in USD, offers a 4.5% annual coupon paid semi-annually, forms part of a $500,000,000 total issuance with a minimum purchase size of $2,000, matures on June 14, 2043, and holds investment-grade credit ratings of A- from Standard & Poor's and Baa1 from Moody's.

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CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
Floating Rate Senior Notes due 2014

$500,000,000

100.000%

$500,000,000

$68,200
0.950% Senior Notes due 2016

$500,000,000

99.904%

$499,520,000

$68,134.53
1.850% Senior Notes due 2018

$750,000,000

99.990%

$749,925,000

$102,289.77
3.200% Senior Notes due 2023

$1,250,000,000

99.685%

$1,246,062,500

$169,962.92
4.500% Senior Notes due 2043

$500,000,000

99.934%

$499,670,000

$68,154.99
Total:

$3,500,000,000

$3,495,177,500

$476,742.21

(1) The filing fee of $476,742.21 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)
$3,500,000,000

$500,000,000 Floating Rate Senior Notes due 2014
$500,000,000 0.950% Senior Notes due 2016
$750,000,000 1.850% Senior Notes due 2018
$1,250,000,000 3.200% Senior Notes due 2023
$500,000,000 4.500% Senior Notes due 2043

We are offering $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2014 (the "Floating Rate Notes"), $500,000,000 aggregate principal amount of 0.950% Senior Notes due 2016 (the "2016
Notes"), $750,000,000 aggregate principal amount of 1.850% Senior Notes due 2018 (the "2018 Notes"), $1,250,000,000 aggregate principal amount of 3.200% Senior Notes due 2023 (the "2023 Notes") and $500,000,000
aggregate principal amount of 4.500% Senior Notes due 2043 (the "2043 Notes," and, together with the 2016 Notes, the 2018 Notes and the 2023 Notes, the "Fixed Rate Notes"). We refer to the Floating Rate Notes and the
Fixed Rate Notes col ectively as the "notes."
The Floating Rate Notes will accrue interest at a variable rate reset each interest period based on the three-month LIBOR plus 0.170%. Interest on the Floating Rate Notes is payable quarterly on March 11, June 11,
September 11 and December 11 of each year, beginning on September 11, 2013. Interest on the 2016 Notes is payable semi-annual y on June 1 and December 1 of each year, beginning on December 1, 2013. Interest on the
Fixed Rate Notes (other than the 2016 Notes) is payable semi-annual y on June 15 and December 15 of each year, beginning on December 15, 2013. The Floating Rate Notes will mature on December 11, 2014. The 2016
Notes will mature on June 1, 2016, the 2018 Notes will mature on June 15, 2018, the 2023 Notes will mature on June 15, 2023 and the 2043 Notes will mature on June 15, 2043.
We do not have the right to redeem the Floating Rate Notes prior to maturity. We may at our option redeem the Fixed Rate Notes of any series, at any time, in whole or in part, at the redemption prices described in the
section of this prospectus supplement entitled "Description of the Notes -- Optional Redemption." We must redeem al of the notes (other than the 2018 Notes) under the circumstances and at the redemption price described
under the heading "Description of the Notes -- Special Mandatory 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 beginning on page S-6 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)
Floating Rate Senior Notes due 2014

100.000%

0.250%

99.750%
Total

$ 500,000,000
$
1,250,000
$ 498,750,000
0.950% Senior Notes due 2016

99.904%

0.350%

99.554%
Total

$ 499,520,000
$
1,750,000
$ 497,770,000
1.850% Senior Notes due 2018

99.990%

0.600%

99.390%
Total

$ 749,925,000
$
4,500,000
$ 745,425,000
3.200% Senior Notes due 2023

99.685%

0.650%

99.035%
Total

$1,246,062,500
$
8,125,000
$1,237,937,500
4.500% Senior Notes due 2043

99.934%

0.875%

99.059%
Total

$ 499,670,000
$
4,375,000
$ 495,295,000
(1) Plus accrued interest from June 11, 2013, 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 June 11, 2013.
Joint Book-Running Managers

J.P. Morgan

BofA Merrill Lynch

Citigroup

Credit Suisse

Deutsche Bank Securities

RBS
UBS Investment Bank
Senior Co-Managers

Barclays

HSBC

Mitsubishi UFJ Securities

Mizuho Securities
Co-Managers

TD Securities

BNY Mellon Capital Markets, LLC

Danske Markets Inc.
The date of this prospectus supplement is June 4, 2013.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement

S-ii
Prospectus Supplement Summary

S-1
Risk Factors

S-6
Cautionary Statements Regarding Forward-Looking Statements

S-9
Use of Proceeds

S-11
Ratio of Earnings to Fixed Charges

S-11
Description of the Notes

S-12
Underwriting

S-21
Legal Matters

S-25
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 markets
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;
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, infusion pumps, IV nutrition products, 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."
Gambro Transaction
On December 4, 2012, we announced that we had entered into a definitive agreement to acquire Gambro AB ("Gambro"), a privately-held dialysis product
company based in Lund, Sweden (such agreement, as amended on May 29, 2013, being the "Share Purchase Agreement" and such acquisition being the
"Acquisition"). Gambro is a global medical technology company focused on developing, manufacturing and supplying dialysis products and therapies for patients
with acute or chronic kidney disease. The transaction will provide us with a broad and complementary dialysis product portfolio, while further advancing our
geographic footprint in the dialysis business. In addition, we will augment our pipeline by adding Gambro's next generation monitors, dialyzers,

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devices and dialysis solutions. Under the terms of the Share Purchase Agreement, we will provide total consideration of SEK 26.5 billion (approximately
$4 billion at May 31, 2013) for the Acquisition, excluding adjustments for net indebtedness and working capital at the time of closing. The transaction is expected
to close in the third quarter of 2013, subject to regulatory approvals and other closing conditions.
In 2012, Gambro generated net sales of approximately SEK 10.84 billion (approximately $1.6 billion) and EBITDA of approximately SEK 1.532 billion
(approximately $0.2 billion). Gambro's financial information is prepared in accordance with International Financial Reporting Standards as adopted by the
European Union, and has been converted to U.S. dollars at an average 2012 exchange rate of approximately $0.15/SEK. The Gambro financial information
presented could be materially different if prepared in accordance with generally accepted accounting principles in the United States.
We expect to finance the Acquisition and pay costs and expenses related to the Acquisition with cash on hand and approximately $3.0 billion of the proceeds
of the notes offered hereby.

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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
$500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2014.

$500,000,000 aggregate principal amount of 0.950% Senior Notes due 2016.

$750,000,000 aggregate principal amount of 1.850% Senior Notes due 2018.

$1,250,000,000 aggregate principal amount of 3.200% Senior Notes due 2023.

$500,000,000 aggregate principal amount of 4.500% Senior Notes due 2043.

Maturity
The Floating Rate Senior Notes will mature on December 11, 2014.

The 2016 Notes will mature on June 1, 2016.

The 2018 Notes will mature on June 15, 2018.

The 2023 Notes will mature on June 15, 2023.

The 2043 Notes will mature on June 15, 2043.

Interest
The Floating Rate Notes will accrue interest at a variable rate reset each interest period based on the
three-month LIBOR plus 0.170%.

Interest on the 2016 Notes will accrue at the rate of 0.950% per annum.

Interest on the 2018 Notes will accrue at the rate of 1.850% per annum.

Interest on the 2023 Notes will accrue at the rate of 3.200% per annum.

Interest on the 2043 Notes will accrue at the rate of 4.500% per annum.

Interest Payment Dates
Interest on the Floating Rate Notes is payable quarterly on March 11, June 11, September 11 and
December 11 of each year, beginning on September 11, 2013. Interest on the 2016 Notes is payable
semi-annually on June 1 and December 1 of each year, beginning on December 1, 2013. Interest on
the Fixed Rate Notes (other than the 2016 Notes) is payable semi-annually on June 15 and
December 15 of each year, beginning on December 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."

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Optional Redemption
We do not have the right to redeem the Floating Rate Notes prior to maturity. We may at our option
redeem the Fixed Rate Notes of any series, at any time, in whole or in part, at the applicable "make-
whole" redemption price, as described in this prospectus supplement. Commencing three months
prior to their maturity date, we may at our option redeem the 2023 Notes, at any time, in whole or in
part, at a redemption price equal to the principal amount of the 2023 Notes plus accrued and unpaid
interest to the date of redemption. Commencing six months prior to their maturity date, we may at our
option redeem the 2043 Notes, at any time, in whole or in part, at a redemption price equal to the
principal amount of the 2043 Notes plus accrued and unpaid interest to the date of redemption. See
the section of this prospectus supplement entitled "Description of the Notes -- Optional
Redemption."

Special Mandatory Redemption
In the event we do not complete the Acquisition on or prior to March 17, 2014 or the Share Purchase
Agreement is terminated at any time prior thereto, we will redeem all the notes (other than the 2018
Notes) on the special mandatory redemption date (as defined below) at a redemption price equal to
101% of the aggregate principal amount of each series of such notes, plus accrued and unpaid
interest to, but not including, the special mandatory redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant interest payment date). See
"Description of the Notes -- Special Mandatory Redemption" in this prospectus supplement.

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."

Further Issuances
We reserve the right, from time to time, without the consent of the holders of any series of the notes,
to issue additional notes of any such series on terms and conditions substantially identical to those of
the notes of such series, 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.

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Use of Proceeds
We intend to use approximately $3.0 billion of the net proceeds from the sale of the notes offered
hereby to finance the Acquisition and to pay fees and expenses related to the Acquisition and the
remainder for general corporate purposes, including the repayment of commercial paper.

Trustee, Registrar, Paying Agent and Calculation 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.

Ratio of Earnings to Fixed Charges
The following table sets forth our ratios of earnings to fixed charges for the years and period
indicated:

Three
Months

Years Ended December 31,

Ended
March 31,

2013

2012
2011 2010
2009
2008
Ratio of earnings to fixed charges
11.56

13.23 14.87 9.88 14.40 12.17

See the section of this prospectus supplement entitled "Ratio of Earnings to Fixed Charges."

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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, 2012, 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.
Active trading markets for the notes may not develop.
Currently there are no public markets 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, active trading markets for the notes may not develop or, if they do develop, they may not be sustained. If active trading markets for the notes fail to develop
or cannot be sustained, the trading prices and liquidity of the notes could be adversely affected.
The liquidity of any trading market in the notes, and the market prices 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 more limited markets 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.

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