SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

þ		ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to                       

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Baxter International Inc.
One Baxter Parkway
Deerfield, IL 60015
(847) 948-2000

 

 

Baxter International Inc.
and Subsidiaries
Incentive Investment Plan

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007			2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2008 and 2007			3
Notes to Financial Statements			4 - 12
Supplemental Information
Schedule I: Schedule of Assets (Held at End of Year) as of December 31, 2008			13 - 62
Schedule II: Schedule of Reportable Transactions for the year ended December 31, 2008			63

Note:

Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Administrative Committee of
the Baxter International Inc. and Subsidiaries Incentive Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (the “Plan”) at December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) and Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

June 26, 2009

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		2008				2007
Assets
Investments
Cash and cash equivalents		$	66,961,790			$	34,410,820
Common stock (including securities on loan of $18,399,870 in 2008 and $59,207,343 in 2007)			340,479,494				490,726,541
U.S. government and government agency issues (including securities on loan of $1,290,325 in 2008 and $4,762,485 in 2007)			14,829,298				21,467,884
Corporate and other obligations (including securities on loan of $2,432,308 in 2008 and $11,196,452 in 2007)			39,195,637				63,542,158
Commingled funds			212,980,228				392,249,360
Registered investment companies			59,457,424				62,483,317
Participant loans			31,325,947				29,686,366
Synthetic guaranteed investment contracts (including securities on loan of $82,975,181 in 2008 and $81,416,421 in 2007)			659,502,094				591,599,729
Collateral held on loaned securities			99,545,271				152,922,183
Total investments at fair value			1,524,277,183				1,839,088,358
Receivables
Sponsor contribution			9,752,268				5,599,496
Accrued interest and dividends			1,962,089				2,010,852
Due from brokers for securities sold			39,577				840,899
			11,753,934				8,451,247
Total assets			1,536,031,117				1,847,539,605
Liabilities
Accounts payable			2,203,915				2,915,049
Due to brokers for securities purchased			689,464				1,823,566
Collateral to be paid on loaned securities			107,838,014				152,922,183
Total liabilities			110,731,393				157,660,798
Net assets available for benefits, at fair value			1,425,299,724				1,689,878,807
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(26,014,601	)			(11,583,546	)
Net assets available for benefits		$	1,399,285,123			$	1,678,295,261

The accompanying notes are an integral part of these financial statements.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		2008				2007
Additions to net assets attributed to
Investment (loss) income
Net (depreciation) appreciation in fair value of investments		$	(339,546,642	)		$	72,706,714
Interest			37,416,536				37,847,865
Dividends			9,723,969				8,814,508
Participant loan interest			2,353,627				2,248,233
Net investment (loss) income			(290,052,510	)			121,617,320
Contributions
Sponsor			45,653,065				31,891,497
Participant			80,374,823				75,726,553
			126,027,888				107,618,050
Net additions			(164,024,622	)			229,235,370
Deductions from net assets attributed to
Benefits paid			110,153,382				145,725,779
Plan expenses			4,832,134				4,958,996
Total deductions			114,985,516				150,684,775
Net (decrease) increase			(279,010,138	)			78,550,595
Net assets available for benefits
Beginning of year			1,678,295,261				1,599,744,666
End of year		$	1,399,285,123			$	1,678,295,261

The accompanying notes are an integral part of these financial statements.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

1.		General Description of the Plan
		The following description of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document and summary plan description for more complete information.
		The Plan allows tax deferred contributions in compliance with Section 401(k) of the Internal Revenue Code. Eligible participants may make pre-tax contributions of up to 50% of their eligible annual compensation within certain limitations. The Plan sponsor, Baxter International Inc. (“Baxter” or the “Company”), matches participant contributions up to a maximum of 3.5% of the employee’s compensation. Participant contributions and Plan sponsor matching contributions are fully vested and nonforfeitable at all times. The Company also contributes an additional non-matching 3% of compensation for employees that are not eligible to participate in the Company’s U.S. qualified defined benefit pension plan, which includes all new employees hired on or after January 1, 2007, or elected to cease earning additional service in the pension plan and participate in the higher level of Company contributions in the Plan. The additional non-matching contribution becomes fully vested after three years of service. Forfeitures of nonvested accounts are used to reduce future employer contributions.
		Participants may borrow up to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and bear interest at variable rates as outlined in the Plan agreement.
		Participants or their beneficiaries may elect lump-sum benefit payments, or benefits may be paid in installments. Subject to certain provisions specified in the Plan agreement, employed participants may withdraw their pre-tax contributions and related earnings in cases of financial hardship.
		Upon enrollment in the Plan, a participant may direct contributions to any of 18 investment options: Stable Income Fund, Baxter Common Stock Fund, Composite Fund, General Equity Fund, S&P 500 Flagship Fund, International EAFE Equity Index Fund, Small Cap Fund, ten different Target Retirement Funds and the Self-Managed Fund. In addition, certain participants may maintain shares received in connection with Baxter’s 1996 spin-off of Allegiance Corporation (“Allegiance”), which were subsequently converted into common shares of Cardinal Health Inc. (“Cardinal”) upon Cardinal’s acquisition of Allegiance in 1999. These shares are maintained in the Cardinal Health Common Stock Fund. Additionally, certain participants maintain shares in Edwards Lifesciences Corporation. These shares were placed into the Edwards Lifesciences Common Stock Fund in connection with Baxter’s 2000 spin-off of its cardiovascular business. Participants are not able to make contributions to the Cardinal Health Common Stock Fund or the Edwards Lifesciences Common Stock Fund, but may make transfers out of these funds at any time.
2.		Summary of Significant Accounting Policies
		Basis of Accounting The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. Accordingly, investment income is recognized when earned and expenses are recognized when incurred.
		Reclassifications Certain previously reported amounts have been reclassified to conform with current year presentation.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

New Accounting Standard
On January 1, 2008, the Plan adopted Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157), which clarifies the definition of fair value whenever another standard requires or permits assets or liabilities to be measured at fair value. Specifically, the standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability, and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 does not expand the use of fair value to any new circumstances, and must be applied on a prospective basis except in certain cases. The standard also requires expanded financial statement disclosures about fair value measurements, including disclosure of the methods used and the effect on earnings. Adoption of SFAS No. 157 did not have a material impact on the Plan’s financial statements. Refer to Note 5 for disclosures related to SFAS No. 157.

Valuation of Investments and Collateral
The fair value of Plan investments and collateral is determined as follows:

Cash and cash equivalents		Value based on cost which approximates fair value
Common stock		Value based on closing prices on the valuation date in an active market on national and international securities exchanges
U.S. government and government agency issues		Value based on reputable pricing vendors that typically use pricing matrices or models
Corporate and other obligations		Value based on reputable pricing vendors that typically use pricing matrices or models
Commingled funds		Value based on net asset value per unit of the underlying funds
Registered investment companies		Value based on the last reported sale price from a national security exchange on the valuation date
Participant loans		Value based on outstanding principal balance plus accrued interest, which approximates fair value
Synthetic guaranteed investment contracts		Value based on the fair value of the underlying securities on the valuation date plus the fair value of wrapper contracts which is calculated using a replacement cost approach
Collateral held on loaned securities		Value based upon the net asset value per unit of the fund where the collateral is invested
Collateral to be paid on loaned securities		Value based on the fair value of the underlying securities loaned on the valuation date

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Income Recognition
Plan investment return includes dividend and interest income, gains and losses on sales of investments and unrealized appreciation or depreciation of investments. Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.

The financial statements reflect the net appreciation or depreciation in the fair value of the Plan’s investments. This net appreciation or depreciation consists of realized gains and losses calculated as the difference between proceeds from a sales transaction and cost determined on a moving average basis, and unrealized gains and losses calculated as the change in the fair value between beginning of the year (or purchase date if later) and the end of the year.

Synthetic Guaranteed Investment Contracts
The Plan holds synthetic guaranteed investment contracts (“GICs”) as part of the Stable Income Fund. The synthetic GICs provide for a fixed return on principal over a specified time through fully benefit-responsive contracts issued by Aegon Institutional Markets and Bank of America N.A. The portfolio of assets underlying the synthetic GICs primarily includes U.S. government and government agency issues, corporate and other obligations, and registered investment companies.

The fair value of the synthetic GICs equals the total of the fair value of the underlying assets plus the fair value of the wrapper contracts. The fair value of the wrapper contracts is computed using a replacement cost approach that incorporates a comparison of the current fee rate on similar wrapper contracts to the fee being paid by the Plan. Using this approach, the fair values of the wrapper contracts were $1,478,751 and zero at December 31, 2008 and 2007, respectively.

Fully benefit-responsive synthetic GICs are valued at contract value, rather than fair value, for determining the net assets available for benefits. Contract value represents contributions, plus earnings, less participant withdrawals and administrative expenses. The wrapper contracts used by the Plan are fully benefit-responsive because the wrapper contract issuers are contractually obligated to make up any shortfall in the event that the underlying asset portfolio has been liquidated and is inadequate to cover participant withdrawals and transfers at contract value. There are currently no reserves against contract values for credit risk of the contract issuers or any other risk. The contract value for the synthetic GICs was $633,487,493 and $580,016,183 at December 31, 2008 and 2007, respectively.

The crediting interest rate, which is reset quarterly, can never fall below zero. The crediting rate formula smoothes the impact of interest rate changes on participant returns by amortizing any difference between market value and book value over a period of years equal to the duration of the portfolio benchmark. The average yield on the synthetic GICs was approximately (0.18)% and 6.37% at December 31, 2008 and 2007, respectively. The average interest rate credited to participants on the synthetic GICs was approximately 4.82% and 4.91%, respectively, for the years ended December 31, 2008 and 2007. The credit rating for Aegon Institutional Markets was AA at both December 31, 2008 and 2007 and the credit ratings for Bank of America N.A. were AA- and AA at December 31, 2008 and 2007, respectively.

Events that lead to market value withdrawals that exceed 20 percent of the contract value would limit the ability of the Plan to transact at contract value with participants. These events include restructurings, early retirement plans, divestitures, bankruptcies or as the result of legal, tax or regulatory changes. The Plan sponsor believes that the occurrence of any such event is remote.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

The wrapper providers can only terminate at a value different than contract value under an event of default (that was not remedied) such as failure to follow the terms of the contract. If a wrapper provider would like to exit the contract for another reason, the Plan can maintain the contract through an extended termination process designed to ensure continued benefit-responsive treatment for withdrawals.

Payment of Benefits
Benefits are recorded when paid.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.

Other
Due from or due to brokers for securities sold or purchased, respectively, represent the net cash value of security trades initiated but not yet settled at each respective year-end.

Risks and Uncertainties
The Plan provides for various investment options which invest in any combination of registered investment companies, U.S. government and government agency issues, corporate and other obligations, common stock, commingled funds, synthetic guaranteed investment contracts and short-term investments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. Individual participants’ accounts bear the risk of loss resulting from fluctuations in investment values. Recently, global financial markets have been volatile and, in some cases, have significantly declined.

Investments underlying the Plan’s synthetic GICs include securities with contractual cash flows, such as asset-backed securities, collateralized mortgage obligations and commercial mortgage-backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate values, delinquencies and/or defaults and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

3.		Eligibility Requirements
		Employees become eligible to participate in the Plan as of the first day of the month following the completion of thirty days of employment. Eligible employees are those who meet the following requirements:

	A.		U.S. employees of Baxter or its subsidiaries which have adopted the Plan;
	B.		U.S. employees not covered by a collective bargaining agreement unless the agreement provides for coverage under the Plan; and
	C.		U.S. employees who are not leased employees.

4.		Administration of the Plan
		State Street Bank and Trust Company (the “Trustee”) serves as trustee and ING Institutional Plan Services, LLC (formerly known as Citistreet LLC) serves as recordkeeper for the Plan.
		The Administrative Committee administers the Plan. The Investment Committee has authority, responsibility and control over the management of the assets of the Plan. Members of both committees are appointed by the Board of Directors of Baxter and are employees of Baxter.
		Substantially all investment manager, trustee and administrative fees incurred in the administration of the Plan were paid from the assets of the Plan.

5.		Fair Value Measurements
		The fair value hierarchy under SFAS No. 157 consists of the following three levels:

	•		Level 1 — Quoted prices in active markets that the Company has the ability to access for identical assets or liabilities;
	•		Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and
	•		Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the Company’s management about the assumptions market participants would use in pricing the asset or liability.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

The following tables summarize the bases used to measure the Plan’s financial instruments and liabilities that are carried at fair value on a recurring basis.

						Basis of Fair Value Measurement
						Quoted Prices				Significant
						in Active				Other				Significant
		Balance at				Markets for				Observable				Unobservable
		December 31,				Identical Assets				Inputs				Inputs
		2008				(Level 1)				(Level 2)				(Level 3)
Assets
Cash and cash equivalents		$	66,961,790			$	—			$	66,961,790			$	—
Common stock			340,479,494				340,479,494				—				—
U.S. government and government agency issues			14,829,298				—				14,829,298				—
Corporate and other obligations			39,195,637				—				39,195,637				—
Commingled funds			212,980,228				—				212,980,228				—
Registered investment companies			59,457,424				59,457,424				—				—
Participant loans			31,325,947				—				—				31,325,947
Synthetic guaranteed investment contracts			659,502,094				42,757,944				615,265,399				1,478,751
Collateral held on loaned securities			99,545,271				—				99,545,271				—
Total assets		$	1,524,277,183			$	442,694,862			$	1,048,777,623			$	32,804,698

Basis of Fair Value Measurement

Quoted Prices

Significant

in Active

Other

Significant

Balance at

Markets for

Observable

Unobservable

December 31,

Identical Assets

Inputs

Inputs

2008

(Level 1)

(Level 2)

(Level 3)

Liability

Collateral to be paid on loaned securities

$

107,838,014

$

18,467,870

$

89,370,144

$

—

See Valuation of Investments and Collateral in Note 2 above for a discussion of the methodologies used to determine the fair values of the Plan’s investments and collateral.

The following table sets forth a summary of changes in the fair values of the Plan’s level 3 financial instruments for the year ended December 31, 2008.

						Synthetic
						Guaranteed
		Participant				Investment
		Loans				Contracts
Beginning balance		$	29,686,366			$	—
Unrealized gains (losses)			—				1,478,751
Purchases, sales, issuances and settlements (net)			1,639,581				—
Ending balance		$	31,325,947			$	1,478,751

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

6.		Investments
		Investments representing five percent or more of the Plan’s net assets available for benefits at December 31, 2008 and 2007 are summarized as follows:

		2008				2007
Baxter Common Stock, 2,994,818 shares and 2,902,771 shares at December 31, 2008 and 2007, respectively		$	160,492,320			$	168,505,844
S&P 500 Flagship Fund			112,007,447				192,376,320
International EAFE Equity Index Fund			*				129,156,514
State Street Bank Short-Term Investment Fund			79,735,100				*
Quality D Short-Term Investment Fund (Collateral held on loaned securities)			99,545,271				152,922,183
*     Does not meet 5% threshold.

Investments as of December 31, 2008 and 2007 are segregated into various investment fund options as follows:

		2008				2007
Cash (available for investment)		$	5,596,164			$	4,301,955
Stable Income Fund			701,010,677				605,560,228
Baxter Common Stock Fund			163,038,527				170,337,601
Composite Fund			105,989,479				164,046,004
General Equity Fund			108,085,903				207,540,018
Cardinal Health Common Stock Fund			5,410,042				10,072,880
S&P 500 Flagship Fund			112,188,634				192,376,320
International EAFE Equity Index Fund			59,492,812				129,156,514
Edwards Lifesciences Common Stock Fund			9,747,177				9,380,048
Small Cap Fund			41,479,969				70,440,158
Self-Managed Fund			31,764,148				47,254,306
Target Retirement Funds			49,602,433				46,013,777
Participant Loans			31,325,947				29,686,366
Collateral held on loaned securities			99,545,271				152,922,183
Total investments at fair value			1,524,277,183				1,839,088,358
Adjustment from fair value to contract value for Stable Income Fund			(26,014,601	)			(11,583,546	)
Total investments		$	1,498,262,582			$	1,827,504,812

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Net (depreciation) appreciation in fair value for each significant class of investment, which includes realized and unrealized gains and losses, is as follows:

		2008				2007
Baxter common stock		$	(13,221,835	)		$	35,540,239
Other common stock			(137,322,856	)			13,929,227
U.S. government and government agency issues			361,524				515,579
Corporate and other obligations			(11,579,043	)			(632,387	)
Commingled funds			(142,670,970	)			22,975,929
Registered investment companies			(26,820,719	)			378,127
Collateral held on loaned securities			(8,292,743	)			—
		$	(339,546,642	)		$	72,706,714

7.		Securities Lending Transactions
		The Plan participates in a securities lending program with the Trustee. The program allows the Trustee to loan securities, which are assets of the Plan, to approved brokers (the “Borrowers”). The Trustee requires the Borrowers, pursuant to a security loan agreement, to deliver collateral to secure each loan. The Plan bears the risk of loss with respect to any unfavorable change in fair value of the invested cash collateral. However, the Borrower bears the risk of loss related to the decrease in the fair value of the non-cash collateral and, therefore, would have to deliver additional securities to maintain the required collateral. In the event of default by the Borrower, the Trustee shall indemnify the Plan by purchasing replacement securities equal to the number of unreturned loaned securities or, if replacement securities are not able to be purchased, the Trustee shall credit the Plan for the market value of the unreturned securities. In each case, the Trustee would apply the proceeds from the collateral for such a loan to make the Plan whole.
		The fair value of the investment of cash collateral received pursuant to securities lending transactions is reflected on the Statements of Net Assets Available for Benefits as an asset and the obligation to return the original amount received is reflected as a liability.
		As of December 31, 2008 and 2007, the Plan had securities on loan with a market value of $105,097,684 and $156,582,701, respectively, with cash collateral received of $107,838,014 and $152,922,183, respectively. Cash collateral was invested in a short-term commingled investment fund (Quality D Short-Term Investment Fund) as of December 31, 2008 and 2007. While as of December 31, 2008 this fund was transacting on a dollar-for-dollar basis, the net asset value of the fund’s underlying securities was $0.9231 per unit. Accordingly, the fair value of the cash collateral held is $99,545,271. The decrease of $8,292,743 from the cash collateral received of $107,838,014 to the fair value of the cash collateral of $99,545,271 is reflected in the 2008 Statement of Changes in Net Assets Available for Benefits. At December 31, 2007, the fund’s net asset value approximated $1 per unit.
		Non-cash collateral of $7,699,971 received for securities on loan at December 31, 2007 consisted of U.S. government and government agency issues, equity securities, and corporate and other obligations held by the Trustee on behalf of the Plan. The Plan did not hold any non-cash collateral at December 31, 2008. Non-cash collateral is not included with the collateral balance on the 2007 Statement of Net Assets Available for Benefits because it is not sold or repledged. A portion of the

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		income generated upon investment of cash collateral is remitted to the Borrowers, and the remainder is allocated between the Plan and the Trustee in its capacity as a security agent. Securities lending income allocated to the Plan amounted to $1,225,085 and $335,683 for 2008 and 2007, respectively. Securities lending income is classified as interest income in the Statements of Changes in Net Assets Available for Benefits.
8.		Plan Termination
		Although it has not expressed any intent to do so, the Plan sponsor has the right under the Plan to reduce, suspend or discontinue its contributions at any time and to terminate the Plan subject to the provisions of the ERISA. In the event the Plan terminates, the interest of each participating employee in the Plan shall become fully vested and such termination of the Plan would not reduce the interest of any participating employee or their beneficiaries accrued under the Plan up to the date of such termination.
9.		Tax Status of the Plan
		The Internal Revenue Service has determined and informed the Plan sponsor by a letter dated July 19, 2006 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (the “IRC”). The Plan has been amended since the date of the determination letter. The Plan sponsor believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
10.		Related Parties
		At December 31, 2008 and 2007, the Plan held units of participation in certain commingled funds, shares of common stock, units of registered investment companies, and short-term investment funds of State Street Bank and Trust Company, the Plan trustee, shares of common stock and bonds of Baxter, the Plan sponsor, loans with participants, units of registered investment companies managed by Pacific Investment Management Company, an investment manager for the Plan, units of registered investment companies managed by Loomis Sayles, an investment manager for the Plan, shares of common stock, bonds, and interest rate wrapper contracts of Bank of America, issuer of the Plan’s fully benefit-responsive contracts, interest rate wrapper contracts of Aegon Institutional Markets, issuer of the Plan’s fully benefit-responsive contracts and units of registered investment companies in various affiliates of ING Institutional Plan Services, LLC, the recordkeeper. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.

SUPPLEMENTAL SCHEDULES

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

Identity of Issue				Description of Investment		Cost**				Current Value
		Cash and Cash Equivalents:
*		SSGA MONEY MARKET FUND		Short-Term Investment Fund			—				10,267,541
*		STATE STREET BANK + TRUST CO		Short-Term Investment Fund			—				56,694,249
		Cash and Cash Equivalents								$	66,961,790
		Common Stock:
		3COM CORP		Common stock			—				456
		3DICON CORP		Common stock			—				225
		3M COMPANY N/C FROM 604059105		Common stock			—				12,254
		8X8 INC NEW N/C FROM 64111F108		Common stock			—				478
		ABB LTD SPONSORED ADR		Common stock			—				12,670
		ABBOTT LABORATORIES		Common stock			—				40,721
		ABBOTT LABS		Common stock			3,003,604				2,958,334
		ABBOTT LABS		Common stock			627,216				664,439
		ACCENTIA BIOPHARMACEUTICALS INC		Common stock			—				6,250
		ACTIVISION BLIZZARD INC		Common stock			1,451,207				986,013
		ADAPTIVE BROADBAND CORP		Common stock			—				7
		ADC TELECOMMUNICATNS INC COM NEW		Common stock			—				777
		ADEPT TECHNOLOGY INC COM NEW		Common stock			—				1,838
		ADOBE SYS INC		Common stock			—				9,325
		ADOLOR CORP		Common stock			—				830
		ADVANCED LIFE SCIENCES HLDGS INC COM		Common stock			—				51
		ADVANCED MICRO DEVICES INC		Common stock			—				4,536
		ADVANSOURCE BIOMATERIALS CORP COM		Common stock			—				125
		ADVANTA CORP CL B		Common stock			—				6,326
		AERCAP HOLDINGS N V SHS		Common stock			—				13,545
		AEROVIRNMENT INC		Common stock			—				18,405
		AES CORP		Common stock			1,121,490				571,546
		AETNA INC		Common stock			699,189				709,631
		AFFYMETRIX INC		Common stock			—				299
		AFLAC INC		Common stock			905,482				955,684
		AGILYSYS INC COM		Common stock			—				5,586
		AGNICO EAGLE MINES LTD		Common stock			—				95,653
		AGRIUM INC		Common stock			—				4,300
		AIR PRODS + CHEMS INC		Common stock			610,362				476,834
		AK STEEL HLDG CORP		Common stock			—				1,864
		AKAMAI TECHNOLOGIES INC		Common stock			—				845
		AKSYS LTD		Common stock			—				1
		ALADDIN KNOWLEDGE SYSTEMS LTD ORD		Common stock			—				1,232
		ALCATEL LUCENT SPON ADR		Common stock			—				10,010
		ALCOA INC		Common stock			—				3,404
		ALCON INC		Common stock			1,936,257				1,718,454
		ALEXCO RESOURCE CORP COM I		Common stock			—				4,118
		ALJ REGL HLDGS INC COM		Common stock			—				280
		ALKERMES INC		Common stock			—				5,325

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		ALLEGHENY TECH INC		Common stock			—				2,579
		ALLIANCE PHARMACEUTICAL CORP COM NEW		Common stock			—				9
		ALLIED CAPITAL CORP		Common stock			—				538
		ALLIED HEALTHCARE INTL INC COM		Common stock			—				1,090
		ALLIED IRISH BANKS PLC ADR		Common stock			—				2,227
		ALLOS THERAPEUTICS INC		Common stock			—				33,354
		ALLSTATE CORP		Common stock			1,223,910				899,862
		ALMADEN MINERALS LTD		Common stock			—				3,250
		ALON USA ENERGY INC COM		Common stock			—				5,033
		ALTAIR NANOTECH INC COM		Common stock			—				1,281
		ALTRIA GROUP INC		Common stock			942,135				944,900
		ALTRIA GROUP INC		Common stock			—				31,596
		ALUMINUM CORP CHINA LTD SPON ADR REPSTG H SHS		Common stock			—				230
		ALVARION LTD		Common stock			—				1,815
		AMAZON.COM INC		Common stock			—				5,128
		AMBAC FINL GROUP INC FRMLY AMBAC INC		Common stock			—				565
		AMDOCS LTD ORD		Common stock			—				3,658
		AMER INTL GROUP INC		Common stock			—				103,502
		AMERICAN CAP LTD COM		Common stock			—				3,622
		AMERICAN DAIRY INC		Common stock			—				2,406
		AMERICAN EAGLE OUTFITTERS		Common stock			—				5,948
		AMERICAN EXPRESS CO		Common stock			—				4,206
		AMERICAN HOME MTG INVESTMENTS REIT		Common stock			—				2
		AMERICAN INTL GROUP INC		Common stock			4,314,437				110,140
		AMERICAN ORIENTAL BIOENGINEERING INC		Common stock			—				4,760
		AMERICAN SAFETY INS GROUP LTD		Common stock			—				13,210
		AMERIGAS PARTNERS LP UTS RPSTG COM LTD		Common stock			—				5,063
		AMERN SUPERCONDUCTOR CORP		Common stock			—				1,631
		AMGEN INC		Common stock			392,655				439,369
		AMGEN INC		Common stock			—				82,409
		AMR CORP DEL		Common stock			—				42,680
		AMREP CORP NEW FRMLY OLD		Common stock			—				1,251
		AMYLIN PHARM INC		Common stock			—				5,805
		ANADARKO PETE CORP		Common stock			—				1,928
		ANDREA ELECTRONICS CORP FRMLY ANDREA RADIO CORP		Common stock			—				31
		ANIKA THERAPEUTICS INC FRMLY ANIKA RESEARCH INC		Common stock			—				16,346
		ANNALY MORTGAGE MANAGEMENT INC		Common stock			—				25,204
		ANTIGENICS INC DEL		Common stock			—				60
		AON CORP		Common stock			512,465				595,782
		APACHE CORP		Common stock			1,911,383				1,170,888
		APACHE CORP		Common stock			—				15,582
		APOLLO GROUP INC		Common stock			350,284				355,817
		APOLLO GROUP INC		Common stock			—				4,597
		APOLLO INVT CORP COM SH BEN INT		Common stock			—				8,656
		APPLE COMPUTER INC		Common stock			—				450,392
		APPLE INC		Common stock			5,020,277				4,146,166
		APPLIED MATERIALS INC		Common stock			—				5,166
		APPLIED MICRO CIRCUITS CORP COM NEW		Common stock			—				71
		APT SATELLITE HOLDING LTD		Common stock			—				270
		AQUA AMERICA INC		Common stock			—				4,652
		ARCELORMITTAL SA LUXEMBOURG N Y REGISTRY SHS		Common stock			—				41
		ARCH COAL INC		Common stock			—				25,396
		ARCHER DANIELS MIDLAND		Common stock			—				11,241
		ARENA PHARMACEUTICAL S INC		Common stock			—				8,590
		ARIES MARITIME TRANSPORT LIMITED SHS		Common stock			—				165
		ARROW ELECTRONICS INC		Common stock			—				7,536
		ASSURANT INC		Common stock			—				3,007
		ASSURED GUARANTY LTD		Common stock			—				14,905

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		ASTRAZENECA PLC-SPONS ADR		Common stock			—				1,846
		AT&T INC COM		Common stock			—				54,519
		AT+T INC		Common stock			3,709,289				2,520,316
		ATHENAHEALTH INC DELAWARE		Common stock			—				150
		ATP OIL & GAS CORP		Common stock			—				8,834
		ATSI COMMUNICATIONS INC COM NEW		Common stock			—				110
		AUDIOCODES LTD		Common stock			—				348
		AURIZON MINES LTD		Common stock			—				6,480
		AUTODESK INC		Common stock			—				590
		AUTOLIV		Common stock			626,554				231,123
		AUTOMATIC DATA PROCESSING INC		Common stock			—				20,654
		AUXILIUM PHARMACEUTICALS INC		Common stock			—				8,532
		AVANEX CORP COM NEW		Common stock			—				69
		AVANIR PHARMACEUTICALS CL A NEW		Common stock			—				283
		AVI BIOPHARMA INC		Common stock			—				197
		AVIS BUDGET GROUP INC COMMON		Common stock			—				35
		BACKWEB TECHNOLOGIES LTD		Common stock			—				9
		BAIDU COM INC SPON ADR RESTG ORD SHS CL A		Common stock			—				36,560
		BANCO BRADESCO S A SPONS ADR REPSTG PFD SHS NEW 2004		Common stock			—				4,969
*		BANK AMER CORP		Common stock			2,535,349				973,840
*		BANK OF AMERICA CORP		Common stock			—				169,696
		BARCLAYS PLC ADR		Common stock			—				18,620
*		BAXTER INTL INC		Common stock			—				159,746,514
*		BAXTER INTL INC		Common stock			—				745,806
		BAYER AG SPONSORED ADR SEDOL #4087117		Common stock			—				14,799
		BAYTEX ENERGY TR UNIT		Common stock			—				5,976
		BCE INC COM NEW		Common stock			—				20,750
		BEACON PWR CORP COM		Common stock			—				8,480
		BECTON DICKINSON + CO		Common stock			1,511,822				1,229,847
		BED BATH & BEYOND INC		Common stock			—				4,398
		BENCHMARK ELECTRS INC COM		Common stock			—				1,532
		BERKSHIRE HATHAWAY INC DEL CL B		Common stock			—				179,984
		BERKSHIRE HATHAWAY INC DEL		Common stock			1,167,741				954,474
		BEST BUY INC		Common stock			—				14,901
		BHP BILLITON LTD SPON ADR		Common stock			—				81,510
		BIOCRYST PHARMACEUTICALS INC		Common stock			—				2,740
		BIOGEN IDEC INC		Common stock			—				23,815
		BIOMARIN PHARMACEUTICAL INC		Common stock			—				16,020
		BIOMERICA INC		Common stock			—				7,280
		BJ SERVICES CO COM		Common stock			—				8,169
		BLACK + DECKER CORPORATION		Common stock			928,138				475,078

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		BLACK BOX CORP		Common stock			—				1,306
		BLACKBAUD INC		Common stock			—				13,500
		BLACKSTONE GROUP L P COM UNIT REPSTG		Common stock			—				12,940
		BLOCK (H&R) INC		Common stock			—				10,356
		BLOCKBUSTER INC CL A		Common stock			—				221
		BOEING CO		Common stock			—				16,769
		BOOKHAM INC COM		Common stock			—				45
		BORDERS GROUP MICHIGAN INC		Common stock			—				2,760
		BOSTON SCIENTIFIC		Common stock			—				3,096
		BOSTON SCIENTIFIC CORP		Common stock			1,810,665				923,836
		BP AMOCO PLC SPON ADR REPSNTG 6 ORD SHRS		Common stock			—				1,428
		BP PLC		Common stock			1,349,526				988,302
		BRIGHAM EXPL CO		Common stock			—				4,800
		BRISTOL MYERS SQUIBB		Common stock			—				16,245
		BRISTOL MYERS SQUIBB CO		Common stock			365,637				429,588
		BROADCOM CORP CL A		Common stock			—				9,843
		BROADRIDGE FINANCIAL SOLUTIONS LLC		Common stock			—				941
		BROOKFIELD ASSET MGMT INC COM VOTING SHS CL A		Common stock			—				19,393
		BROOKFIELD HOMES CORP		Common stock			—				9
		BROOKFIELD INFRASTRUCTURE PARTNERS LP PARTNERSHIP UNITS		Common stock			—				258
		BT GROUP PLC ADR		Common stock			—				3,175
		BUCYRUS INTL INC NEW COM		Common stock			—				2,226
		BUFFALO WILD WINGS INC		Common stock			—				10,824
		BUNGE LIMITED		Common stock			305,535				398,988
		BURLINGTON NORTHERN SANTA FE CORP		Common stock			—				1,851
		C S X CORP		Common stock			—				2,882
		CAL MAINE FOODS INC		Common stock			—				1,492
		CALAMP CORP N/C FROM #129900106		Common stock			—				11,831
		CALPINE CORP COM NEW		Common stock			—				9,828
		CAMECO CORP ISIN #CA13321L1085 SEDOL #2166160		Common stock			—				863
		CAMERON INTL CORP		Common stock			855,733				826,421
		CAMERON INTL CORP COM		Common stock			—				1,599
		CANADIAN NATURAL RESOURCES LTD		Common stock			—				3,998
		CANADIAN SOLAR INC COM		Common stock			—				97
		CAPITALSOURCE INC		Common stock			—				7,756
		CAPITOL BANCORP LTD		Common stock			—				5,744
		CAPSTONE TURBINE CORP		Common stock			—				6,216
		CARDIAC SCIENCE CORP		Common stock			—				225
		CARDINAL HEALTH INC		Common stock			1,113,111				776,539
		CARDINAL HEALTH INC		Common stock			1,392,875				827,627
		CARDINAL HEALTH INC		Common stock			—				5,540,984
		CARMAX INC		Common stock			—				1,576
		CARNIVAL CORP PAIRED CTF 1 COM CARNIVAL CORP		Common stock			—				7,903
		CASTLEPOINT HOLDINGS LTD		Common stock			—				4,068
		CATERPILLAR INC		Common stock			461,431				472,266
		CATERPILLAR INC		Common stock			413,591				242,754
		CATERPILLAR INC		Common stock			—				36,014
		CB RICHARD ELLIS GROUP INC CL A		Common stock			—				1,944

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		CBIZ INC COM		Common stock			—				10,380
		CBS CORP NEW		Common stock			1,442,726				462,069
		CDC CORPORATION SHS A		Common stock			—				5,750
		CELGENE CORP		Common stock			3,010,486				2,736,484
		CELGENE CORP		Common stock			—				12,659
		CELL GENESYS INC		Common stock			—				123
		CELLCOM ISRAEL LTD SHS		Common stock			—				4,948
		CEMEX S A SPONS ADR NEW REP ORD		Common stock			—				11,608
		CENTRAL FD CDA CL A		Common stock			—				11,220
		CERAGON NETWORKS LTD REG SHS		Common stock			—				758
		CHARTER COMM INC DEL CL A		Common stock			—				14,965
		CHECK POINT SOFTWARE TECH LTD SHS		Common stock			—				9,495
		CHESAPEAKE ENERGY CORPORATION OKLAHOMA		Common stock			—				557,805
		CHEVRON CORP		Common stock			1,143,400				1,600,615
		CHEVRONTEXACO CORP		Common stock			—				59,737
		CHINA DIRECT INC COM NEW		Common stock			—				161
		CHINA FIN ONLINE CO LTD SPONSORED ADR		Common stock			—				6,538
		CHINA LIFE INS CO LTD SPON ADR REPSTG H SHS		Common stock			—				4,640
		CHINA MED TECHNOLOGIES INC SPONS ADR		Common stock			—				4,052
		CHINA MOBILE LTD SPONS ADR		Common stock			—				20,340
		CHINA SUNERGY CO LTD SPONSORED ADR		Common stock			—				158
		CHINA YUCHAI INTERNATIONAL LTD SEDOL #2186191		Common stock			—				11,520
		CHIPOTLE MEXICAN GRILL INC CL B		Common stock			—				6,187
		CHUBB CORP		Common stock			521,810				564,385
		CHURCH & DWIGHT INC		Common stock			—				5,629
		CHURCHILL DOWNS INC		Common stock			—				4,042
		CIENA CORP COM NEW DELAWARE		Common stock			—				13
		CIGNA CORP		Common stock			614,968				389,586
		CINTAS CORP		Common stock			—				1,858
		CIRCUIT CITY STORES INC		Common stock			—				130
		CIRRUS LOGIC INC		Common stock			—				268
		CISCO SYS INC		Common stock			3,473,978				2,301,479
		CISCO SYS INC		Common stock			—				321,061
		CIT GROUP INC NEW COM		Common stock			—				970
		CITADEL BROADCASTING CORP		Common stock			—				15
		CITIGROUP INC		Common stock			3,278,103				687,525
		CITIGROUP INC		Common stock			—				63,214
		CME GROUP INC		Common stock			4,152,087				2,159,083
		CME GROUP INC		Common stock			—				20,928
		COCA COLA CO		Common stock			885,114				697,786
		COCA COLA CO		Common stock			480,656				483,083
		COCA COLA CO		Common stock			—				17,162
		COEUR D ALENE MINES CORP		Common stock			—				4,840
		COGENT INC		Common stock			—				679
		COGNIZANT TECHNOLOGY SOLUTIONS INC		Common stock			—				7,224
		COLDWATER CREEK INC		Common stock			—				570
		COLFAX CORP COM		Common stock			—				5,195
		COLGATE PALMOLIVE CO		Common stock			2,352,626				2,292,397
		COLONIAL BANCGROUP		Common stock			—				2,691
		COMBIMATRIX CORP DEL		Common stock			—				700
		COMCAST CORP NEW		Common stock			951,960				732,190
		COMCAST CORP NEW CL A		Common stock			—				4,220

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		COMCAST CORP NEW CL A SPL		Common stock			—				6,532
		COMMTOUCH SOFTWARE LIMITED SHS NEW		Common stock			—				254
		COMPANHIA VALE DO RIO DOCE SPONS ADR		Common stock			—				8,477
		COMPASS MINERALS INTL INC		Common stock			—				13,584
		COMPUCREDIT CORP		Common stock			—				520
		CONEXANT SYS INC COM NEW		Common stock			—				178
		CONOCOPHILLIPS		Common stock			1,872,918				1,765,777
		CONOCOPHILLIPS		Common stock			—				7,252
		CONSOL ENERGY INC		Common stock			—				720
		CONSTELLATION ENERGY GROUP		Common stock			—				8,556
		CONSTELLATION ENERGY PARTNERS LLC COM UNIT		Common stock			—				11,120
		CONTANGO OIL & GAS INC COM NEW		Common stock			—				10,416
		COOPER TIRE & RUBBER CO		Common stock			—				3,080
		COPART INC		Common stock			—				1,740
		CORNING INC		Common stock			269,227				312,621
		CORNING INC		Common stock			—				6,012
		CORPORATE EXECUTIVE BRD CO		Common stock			—				1,235
		COSTCO WHOLESALE CORP		Common stock			—				11,697
		COSTCO WHSL CORP NEW		Common stock			1,551,381				1,571,770
		COVIDIEN LIMITED COM SHS		Common stock			—				797
		COWEN GROUP INC COM		Common stock			—				1,018
		CREDIT SUISSE GROUP		Common stock			1,284,302				686,901
		CREE INC		Common stock			—				10,316
		CROCS INC COM		Common stock			—				9,046
		CROSS TIMBERS ROYALTY TRUST		Common stock			—				418
		CTRIP COM INTL LTD AMERICAN DEP SHS		Common stock			—				333
		CVR ENERGY INC COM		Common stock			—				1,600
		CVS CORP DEL		Common stock			—				9,427
		D R HORTON INC		Common stock			—				14,140
		DAIMLERCHRYSLER AG ORD		Common stock			—				975
		DANAHER CORP		Common stock			—				566
		DATALINK CORP		Common stock			—				672
		DAWSON GEOPHYSICAL COMPANY		Common stock			—				2,672
		DAYSTAR TECHNOLOGIES INC		Common stock			—				94
		DEERE & CO		Common stock			—				17,252
		DELEK US HLDGS INC		Common stock			—				5,290
		DELL INC N/C FROM 247025109		Common stock			—				2,028
		DELPHI AUTOMOTIVE SYSTEMS		Common stock			—				3
		DENDREON CORP		Common stock			—				10,030
		DENISON MINES CORP COM		Common stock			—				1,180
		DEUTSCHE BANK AG		Common stock			1,491,675				498,536
		DEUTSCHE BK AG LON BRH GOLD DOUBLE LONG EXCHANGE TRADED NTS		Common stock			—				1,357
		DEVON ENERGY CORP NEW		Common stock			—				8,542
		DEVON ENERGY CORPORATION NEW		Common stock			850,832				603,812
		DEVON ENERGY CORPORATION NEW		Common stock			623,529				610,304
		DIAGEO PLC		Common stock			—				8,912
		DIAMOND OFFSHORE DRILLING INC		Common stock			—				884
		DIANA SHIPPING INC		Common stock			—				8,034

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2008

		DIGI INTL INC		Common stock			—				527
		DIGITAL ANGEL CORP NEW COM NEW		Common stock			—				68
		DIGITAL LIGHTWAVE INC		Common stock			—				68
		DISCOVER FINL SVCS		Common stock			—				3,002
		DISCOVERY LAB INC		Common stock			—				930
		DISNEY WALT CO		Common stock			1,305,817				1,154,593
		DISNEY WALT CO DEL (HOLDING COMPANY)		Common stock			—				48,089
		DOLBY LABORATORIES INC CL A		Common stock			—				4,914
		DORAL FINL CORP COM NEW		Common stock			—				375
		DOUBLE TAKE SOFTWARE COM		Common stock			—				2,691
		DOW CHEMICAL CO		Common stock			—				21,428
		DOWNEY FINL CORP		Common stock			—				37
		DR PEPPER SNAPPLE GROUP INC		Common stock			760,012				590,865
		DR PEPPER SNAPPLE GROUP INC COM		Common stock			—				3,250
		DRDGOLD LTD SPONSORED ADR REPSTG 10 SHS		Common stock			—				557
		DRUGSTORE.COM INC		Common stock			—				930
		DRYSHIPS INC		Common stock			—				1,079
		DU PONT E I DE NEMOURS & CO		Common stock			—				49,766
		DUKE ENERGY CORP NEW COM		Common stock			—				41,599
		DUKE ENERGY HLDG CORP		Common stock			666,559				630,314
		DUKE REALTY CORP		Common stock			—				2,370
		DXP ENTERPRISES INC NEW		Common stock			—				14,610
		DYNAMIC MATERIALS CORP		Common stock			—				676
		DYNEGY INC DEL CL A		Common stock			—				4,250
		E M C CORP MASS		Common stock			—				8,952
		E TRADE GROUP INC.		Common stock			—				2,691
		EAGLE BULK SHIPPING INC		Common stock			—				2,765
		EARTHLINK INC		Common stock			—				4,009
		EASTMAN CHEM CO		Common stock			427,067				350,915
		EBAY INC		Common stock			—				13,737
		EDGE PETE CORP		Common stock			—				16
		EDWARDS LIFESCIENCES CORP		Common stock			—				9,598,625
		EL PASO CORP		Common stock			1,099,385				623,568
		EL PASO CORP		Common stock			—				1,801
		ELAN CORP PLC ADR		Common stock			—				10,920
		ELDORADO GOLD CORP NEW		Common stock			—				7,950
		ELECTRONIC ARTS INC		Common stock			—				5,614
		ELITE PHARM INC		Common stock			—				1,750
		EMBARQ CORP COM		Common stock			—				2,337
		EMCORE CORP		Common stock			—				1,950
		EMERGENT BIOSOLUTIONS INC COM		Common stock			—				7,833
		EMERSON ELEC CO		Common stock			1,629,764				1,667,584
		EMERSON ELECTRIC CO		Common stock			—				4,576
		EMULEX CORP COM NEW		Common stock			—				803
		ENBRIDGE ENERGY PARTNERS LP		Common stock			—				1,275
		ENBRIDGE INC		Common stock			—				1,624
		ENERGY CONVERSION DEVICES INC		Common stock			—				2,773
		ENERGY TRANSFER PARTNERS LP UT		Common stock			—				44,728
		ENERGYSOLUTIONS INC DEPOSITARY SH		Common stock			—				565
		ENERPLUS RES FD TR UNIT SER G NEW		Common stock			—				3,686
		ENTERPRISE GP HLDGS L P UNIT		Common stock			—				1,394
		ENTERPRISE PRODUCTS PPTNS LP		Common stock			—				25,913
		ENTRAVISION COMMUNICATIONS CORP CL A		Common stock			—				234
		ENTREMED INC		Common stock			—				67
		ENVIRONMENTAL PWR CORP COM NEW		Common stock			—				2,048
		EOG RESOURCES INC		Common stock			1,136,486				960,470
		EPIX PHARMACEUTICALS INC COM NEW		Common stock			—				16,454