Filed pursuant to Rule 433
Registration No. 333-183099
Dated August 8, 2012
FINAL TERM SHEET
2.400% Senior Notes Due 2022
| Issuer: | Baxter International Inc. | |
| Ratings (Moody’s / S&P / Fitch): | A3/A+/A (stable outlook / stable outlook / stable outlook) | |
| Format: | SEC Registered | |
| Ranking: | Senior Notes | |
| Offering Size: | $700,000,000 | |
| Trade Date: | August 8, 2012 | |
| Settlement Date: | August 13, 2012 (T+3) | |
| Maturity: | August 15, 2022 | |
| Interest Payment Dates: | Semi-annually on each February 15th and August 15th | |
| First Pay Date: | February 15, 2013 | |
| Treasury Benchmark: | 1.750% due 5/15/2022 | |
| UST Spot (Price / Yield): | 100-29 / 1.649% | |
| Spread to UST: | T+80 bps | |
| Re-offer Yield to Maturity: | 2.449% | |
| Coupon: | 2.400% | |
| Issue Price: | 99.567% | |
| Day Count Basis: | 30 / 360 | |
| Optional Redemption: | Make-whole + 12.5 bps | |
| Minimum Denomination: | $2,000 x $1,000 | |
| CUSIP / ISIN: | 071813 BF5 / US071813BF59 | |
| Bookrunners: | Deutsche Bank Securities Inc. Goldman, Sachs & Co. RBS Securities Inc. UBS Securities LLC | |
| Co-managers: | Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it. In the case of Deutsche Bank Securities Inc., you may request the prospectus by contacting Deutsche Bank Securities Inc., Attn.: Prospectus Group, 60 Wall Street, New York, NY 10005, telephone: (800) 503-4611, or by emailing prospectus.CPDG@db.com; in the case of Goldman, Sachs & Co., you may request the prospectus by contacting Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY, 10282, telephone (866) 471-2526, facsimile (212) 902-9316; in the case of RBS Securities Inc., you may request the prospectus by contacting RBS Securities Inc., 600 Washington Boulevard, Stamford, CT 06901, Attention: Debt Capital Markets Syndicate, telephone: (866) 884-2071, facsimile: (203) 873-4534; and in the case of UBS Securities LLC, you may request the prospectus by contacting UBS Securities LLC, 299 Park Avenue, New York, NY 10171, Attention: Prospectus Specialist, telephone (877) 827-6444, ext. 561 3884.
FINAL TERM SHEET
3.650% Senior Notes Due 2042
| Issuer: | Baxter International Inc. | |
| Ratings (Moody’s / S&P / Fitch): | A3/A+/A (stable outlook / stable outlook / stable outlook) | |
| Format: | SEC Registered | |
| Ranking: | Senior Notes | |
| Offering Size: | $300,000,000 | |
| Trade Date: | August 8, 2012 | |
| Settlement Date: | August 13, 2012 (T+3) | |
| Maturity: | August 15, 2042 | |
| Interest Payment Dates: | Semi-annually on each February 15 and August 15 | |
| First Pay Date: | February 15, 2013 | |
| Treasury Benchmark: | 3.125% due 2/15/2042 | |
| UST Spot (Price / Yield): | 107-21+ / 2.744% | |
| Spread to UST: | T+95 bps | |
| Re-offer Yield to Maturity: | 3.694% | |
| Coupon: | 3.650% | |
| Issue Price: | 99.206% | |
| Day Count Basis: | 30 / 360 | |
| Optional Redemption: | Make-whole + 15 bps | |
| Minimum Denomination: | $2,000 x $1,000 | |
| CUSIP / ISIN: | 071813 BE8 / US071813BE84 | |
| Bookrunners: | Deutsche Bank Securities Inc. Goldman, Sachs & Co. RBS Securities Inc. UBS Securities LLC | |
| Co-managers: | Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it. In the case of Deutsche Bank Securities Inc., you may request the prospectus by contacting Deutsche Bank Securities Inc., Attn.: Prospectus Group, 60 Wall Street, New York, NY 10005, telephone: (800) 503-4611, or by emailing prospectus.CPDG@db.com; in the case of Goldman, Sachs & Co., you may request the prospectus by contacting Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY, 10282, telephone (866) 471-2526, facsimile (212) 902-9316; in the case of RBS Securities Inc., you may request the prospectus by contacting RBS Securities Inc., 600 Washington Boulevard, Stamford, CT 06901, Attention: Debt Capital Markets Syndicate, telephone: (866) 884-2071, facsimile: (203) 873-4534; and in the case of UBS Securities LLC, you may request the prospectus by contacting UBS Securities LLC, 299 Park Avenue, New York, NY 10171, Attention: Prospectus Specialist, telephone (877) 827-6444, ext. 561 3884.