This document is a proxy statement and notice of annual meeting from Baxter International Inc. to its stockholders. It informs stockholders that the 2003 Annual Meeting of Stockholders will be held on May 6, 2003 at the Drury Lane Theatre in Oakbrook Terrace, Illinois. The purpose of the meeting is to elect three directors, ratify the appointment of the independent accountants, approve the 2003 Incentive Compensation Program, and consider a stockholder proposal regarding cumulative voting. Stockholders are encouraged to vote by proxy in advance of the meeting.