News Release

DEERFIELD, Ill., December 12, 2002 -- Baxter International Inc. (NYSE:BAX) announced today that it has priced its concurrent offerings of common stock and equity units. Baxter has issued 13 million shares of common stock at $28.78 per share, and has issued $1.1 billion in equity units. The equity units carry a cash coupon of 7 percent, and were issued with a maximum premium of 24 percent over the December 11, 2002 closing price of Baxter's stock, which was $28.78.

Baxter intends to use the proceeds from the concurrent offerings to fund previously announced acquisitions, including the pending acquisition of ESI Lederle, and use the remaining net proceeds primarily to settle certain equity forward agreements related to its common stock, and to retire a portion of existing debt.

The offerings are subject to a customary over-allotment option, and the joint book-running managers for both offerings are Banc of America Securities LLC, Credit Suisse First Boston and UBS Warburg.

Baxter International Inc. is a global health care company that, through its subsidiaries, provides critical therapies for people with life-threatening conditions. Baxter's bioscience, medication delivery and renal products and services are used to treat individuals with such medical conditions as cancer, hemophilia, immune deficiencies, infectious diseases, kidney disease and trauma.

Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offerings are being made by means of a prospectus and related prospectus supplements only, copies of which may be obtained from:

Banc of America Securities LLC, Prospectus Department
600 Montgomery Street
San Francisco, CA 94111
Telephone: 415-627-2220

Credit Suisse First Boston, Prospectus Department
One Madison Avenue
New York, NY 10010
Telephone: 212-325-2580

UBS Warburg, Equity Capital Markets
Attn: Gayle A. Hawkins
1285 Avenue of the Americas
New York, NY 10019
Telephone: 800-221-3260

This news release contains forward-looking statements that involve risks and uncertainties, including market demand, economic conditions, actions of regulatory bodies, the impact of competitive products and pricing, technological advances in the medical field, foreign exchange and other risks detailed in the company's filings with the Securities and Exchange Commission. These forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements.

FOR ADDITIONAL INFORMATION:

	Media Contacts: Deborah Spak, 847-948-2349 Sally Benjamin Young, 847-948-2304 Investor Contacts: Neville Jeharajah, Baxter, 847-948-2875 Mary Kay Ladone, Baxter, 847-948-3371