BAXTER INTERNATIONAL INC — Director's Dealing 2003

May 27, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BAXTER INTERNATIONAL INC (BAX)
CIK: 0000010456
Period of Report: 2003-05-23

Reporting Person: GATLING JAMES M (Corporate Vice President)

Footnotes

F1: Reporting person allocated compensation deferred under Baxter's Deferred Compensation Plan ("Plan") to the Baxter Common Stock Fund notional investment alternative. The value of the reporting person's Plan account is based on the performance of the Baxter Common Stock Fund and any other benchmark investment funds selected by the reporting person. Amounts deferred are not actually invested in the Baxter Common Stock Fund or Baxter common stock.

F2: 1-for-1

F3: Equal to the amount of compensation deferred under the Plan on May 23, 2003 allocated to the Baxter Common Stock Fund notional investment alternative, divided by $23.83 which was the closing price of Baxter Common Stock as reported on the New York Stock Exchange on May 23, 2003.

F4: Reporting person's account balance under the Plan is payable in cash after termination of employment or on a future date designated in advance by the reporting person, subject to the terms of the Plan. The reporting person may change investment elections quarterly.

F5: Equal to the reporting person's Baxter Common Stock Fund account balance as of May 23, 2003, divided by $23.83 which was the closing price of Baxter Common Stock on May 23, 2003, as reported by the New York Stock Exchange.

F6: SEC staff has designated "08/08/1988" as a "dummy date" until the EDGAR system is modified.