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May 4, 2022
James K. Saccaro
Executive Vice President and Chief Financial Officer
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
Re:Baxter International Inc.
Registration Statement on Form S-4
Filed April 28, 2022
File No. 333-264529
Dear Mr. Saccaro:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-4
General
1.We note that you are registering the exchange notes in reliance on our position enunciated
in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also
Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993). However, the prospectus does not
contain all of the representations required by the no-action letters. Specifically, the
Company must represent that it has not entered into any arrangement or understanding
with any person who will receive exchange securities in the exchange offer to distribute
those securities following completion of the offering, and that it is not aware of any
person that will participate in the exchange offer with a view to distribute the exchange
securities. Please revise your prospectus to include these representations on behalf of the
Company. Alternatively, you may provide us with a supplemental letter that includes

 FirstName LastNameJames K. Saccaro
 Comapany NameBaxter International Inc.
 May 4, 2022 Page 2
 FirstName LastName
James K. Saccaro
Baxter International Inc.
May 4, 2022
Page 2
these representations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at 202-551-6761 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari B. Blaut