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

Commission file number 1-4448

A.

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

B.

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

 

 

Baxter International Inc.
and Subsidiaries
Incentive Investment Plan

Financial Statements and Supplemental Schedule
December 31, 2010 and 2009

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Index
December 31, 2010 and 2009

 

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2010 and 2009			2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2010 and 2009			3
Notes to Financial Statements			4-14
Supplemental Information
Schedule I: Schedule of Assets (Held at End of Year) as of December 31, 2010			15-67

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of net assets available for benefits of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (Plan) as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years ended December 31, 2010 and 2009. 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 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the years ended December 31, 2010 and 2009, in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2010 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2010 financial statements taken as a whole.

/s/ Crowe Horwath LLP

Oak Brook, Illinois
June 22, 2011

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Statements of Net Assets Available for Benefits
December 31, 2010 and 2009 (in thousands)

		2010				2009
Assets
Investments
Cash and cash equivalents		$	39,053			$	47,549
Common stock (including securities on loan of $6,821 in 2010 and $29,596 in 2009)			434,918				437,852
U.S. government and government agency issues (including securities on loan of $4,523 in 2010 and $8,558 in 2009)			20,064				14,706
Corporate and other obligations (including securities on loan of $3,035 in 2010 and $5,282 in 2009)			47,640				38,840
Commingled funds			359,352				306,140
Registered investment companies			185,116				121,035
Synthetic guaranteed investment contracts (including securities on loan of $214,376 in 2010 and $175,468 in 2009)			724,396				660,400
Collateral held on loaned securities			230,444				220,812
Total investments at fair value			2,040,983				1,847,334
Receivables
Participant loans			39,926				35,785
Sponsor contributions			14,503				13,239
Accrued interest and dividends			1,901				1,798
Due from brokers for securities sold			875				615
			57,205				51,437
Total assets			2,098,188				1,898,771
Liabilities
Accounts payable			5,611				2,219
Due to brokers for securities purchased			—				1,536
Collateral to be paid on loaned securities			232,887				224,368
Total liabilities			238,498				228,123
Net assets available for benefits, reflecting investments at fair value			1,859,690				1,670,648
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(49,603	)			(5,199	)
Net assets available for benefits		$	1,810,087			$	1,665,449

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

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2010 and 2009 (in thousands)

		2010				2009
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments		$	80,309			$	181,972
Interest			33,469				26,343
Dividends			10,717				9,260
Net investment income			124,495				217,575
Participant loan interest			1,999				2,099
Contributions
Sponsor			53,270				53,012
Participant			88,683				85,389
			141,953				138,401
Net additions			268,447				358,075
Deductions from net assets attributed to
Benefits paid			118,199				87,121
Plan expenses			5,610				4,790
Total deductions			123,809				91,911
Net increase			144,638				266,164
Net assets available for benefits
Beginning of year			1,665,449				1,399,285
End of year		$	1,810,087			$	1,665,449

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

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

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 is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
		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. Newly hired employees are deemed to have elected to contribute 3% of compensation (increased by 1% per year to a total of 6%) unless they make a contrary election. 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, and employees who had less than five years of service on January 1, 2007 and who 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 vested 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. The loans are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participant’s account balances.
		Participants or their beneficiaries may elect lump-sum benefit payments, or benefits may be paid in installments. Shares of Baxter common stock may also be distributed in kind at the participant’s election. Subject to certain provisions specified in the Plan agreement, employed participants may withdraw their pre-tax contributions, matching contributions made prior to 2008, vested non-matching contributions and related earnings in cases of financial hardship and in certain other circumstances.
		Each participant’s account is credited with the participant’s contributions and an allocation of the Company’s contributions and Plan earnings, and is charged with his or her withdrawals and an allocation of Plan-related expenses. Allocations are based on participant earnings or account balances, as defined in the Plan document. The net income of the Plan is posted to the participant’s accounts on a daily basis. Each participant directs the investment of his or her account to any of the investment options available under the Plan.
		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. However, non-matching contributions may not be invested in the Baxter Common Stock 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

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.
		New Accounting Standards In September 2010, the Financial Accounting Standards Board (FASB) amended existing standards with respect to the reporting of participant loans for defined contribution pension plans. The guidance requires that loans issued to participants be reported as receivables, segregated from plan investments, and to be measured at their unpaid principal balances plus accrued but unpaid interest. This guidance was adopted by the Plan effective December 31, 2010 and was applied retrospectively to all periods presented. The adoption of this standard had no effect on the Plan’s net assets available for benefits.
		In January 2010, the FASB issued a new accounting standard effective for the December 31, 2010 reporting period, which clarified existing fair value disclosures about the level of disaggregation and inputs and valuation techniques used to measure fair value, and required that significant transfers in and out of Levels 1 and 2 of the fair value hierarchy be disclosed. The Plan did not have any transfers between Levels 1 and 2 during 2010. In addition, effective for reporting periods beginning after December 15, 2010, an entity will be required to separately present information related to purchases, sales, issuances and settlements in the reconciliation of fair value measurements classified as Level 3.
		Valuation of Investments and Collateral The fair value of Plan investments and collateral is determined as follows:

		Cash and cash equivalents		These largely consist of a short-term investment fund and a money market fund, the fair value of which is based on the net asset value. The investment objectives for these funds are to provide safety for principal, daily liquidity and a competitive yield by investing in high quality instruments.
		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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

		Commingled funds		Value based on net asset values reported by the fund managers as of the financial statement dates and recent transaction prices. The investment objectives of these funds are to track the performances of the S&P 500 (S&P 500 Flagship Fund); Europe, Australasia and the Far East (EAFE) (International EAFE Equity Index Fund); or Russell 2000 (Small Cap Fund) indexes. The underlying investments vary, with some holding diversified portfolios of domestic stocks and government agency bonds, and others holding collective investment funds. Each fund provides for daily redemptions by the Plan at reported net asset values per share, with no advance notice requirement. Refer to Note 6 for amounts invested in each of these funds.
		Registered investment companies		Value based upon the last reported sale price from a national security exchange on the valuation date.
		Synthetic guaranteed investment contracts		Value based on the fair value of the underlying securities in the contract on the valuation date plus the fair value of wrapper contracts, which is calculated using a replacement cost approach. See below for more information.
		Collateral held on loaned securities		Value based upon the net asset value per unit of the short-term investment funds where the collateral is invested. Refer to Note 7 for more information on the securities lending program.
		Collateral to be paid on loaned securities		Value based on the fair value of the underlying securities loaned on the valuation date, plus an incremental margin.

		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 in the fair value of the Plan’s investments. This net appreciation 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, overall of investment grade, underlying the synthetic GICs primarily includes cash and cash equivalents, U.S. government and government agency issues, corporate and other obligations, and registered investment companies.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

		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 $1.6 million and $1.7 million at December 31, 2010 and 2009, respectively.
		While Plan investments are presented at fair value in the Statements of Net Assets Available for Benefits, any material difference between the fair value of the Plan’s direct and indirect interests in fully benefit-responsive investment contracts and their contract value is presented as an adjustment line in the Statements of Net Assets Available for Benefits, because contract value is the relevant measurement attribute for that portion of the Plan’s 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 $674.8 million and $655.2 million at December 31, 2010 and 2009, 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 3.5% and 4.2% at December 31, 2010 and 2009, respectively. The average interest rate credited to participants on the synthetic GICs was approximately 4.1% for both years ended December 31, 2010 and 2009. The credit ratings for Aegon Institutional Markets were AA- at both December 31, 2010 and 2009, and the credit ratings for Bank of America N.A. were A+ at both December 31, 2010 and 2009.
		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 legal, tax or regulatory changes. The Plan sponsor believes that the occurrence of any such event is remote.
		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 generally accepted accounting principles in the United States 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

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

		securities are exposed to various risks, such as interest rate, market, liquidity 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.
		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.
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 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 the accounting standard for fair value measurements consists of the following three levels:

	•		Level 1 — Quoted prices in active markets that the Plan 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 Plan’s management about the assumptions market participants would use in pricing the asset or liability.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

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
(in thousands)		2010				(Level 1)				(Level 2)				(Level 3)
Assets
Cash and cash equivalents		$	39,053			$	—			$	39,053			$	—
Common stock:
Healthcare			211,669				211,669				—				—
Information technology			46,526				46,526				—				—
Financial services			33,235				33,235				—				—
Consumer products			48,708				48,708				—				—
Industrial services and materials			35,358				35,358				—				—
Energy			28,737				28,737				—				—
Other			30,685				30,685				—				—
Total common stock			434,918				434,918				—				—
U.S. government and government agency issues			20,064				—				20,064				—
Corporate and other obligations			47,640				—				47,640				—
Commingled funds			359,352				—				359,352				—
Registered investment companies:
Target retirement funds			172,137				172,137				—				—
Self-managed funds			12,979				12,979				—				—
Total registered investment companies			185,116				185,116				—				—
Synthetic guaranteed investment contracts:
Corporate and other obligations			264,682				—				264,682				—
U.S. government and government agency issues			436,962				—				436,962				—
Cash and cash equivalents			21,120				—				21,120				—
Wrapper contracts			1,634				—				—				1,634
Other			(2	)			—				(2	)			—
Total synthetic guaranteed investment contracts			724,396				—				722,762				1,634
Collateral held on loaned securities			230,444				—				230,444				—
Total assets		$	2,040,983			$	620,034			$	1,419,315			$	1,634
Liability
Collateral to be paid on loaned securities		$	232,887			$	6,929			$	225,958			$	—

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

						Basis of Fair Value Measurement
						Quoted Prices				Significant
						in Active				Other				Significant
		Balance at				Markets for				Observable				Unobservable
		December 31,				Identical Assets				Inputs				Inputs
(in thousands)		2009				(Level 1)				(Level 2)				(Level 3)
Assets
Cash and cash equivalents		$	47,549			$	—			$	47,549			$	—
Common stock:
Healthcare			221,596				221,596				—				—
Information technology			53,234				53,234				—				—
Financial services			43,117				43,117				—				—
Consumer products			34,182				34,182				—				—
Industrial services and materials			29,168				29,168				—				—
Energy			28,962				28,962				—				—
Other			27,593				27,593				—				—
Total common stock			437,852				437,852				—				—
U.S. government and government agency issues			14,706				—				14,706				—
Corporate and other obligations			38,840				—				38,840				—
Commingled funds			306,140				—				306,140				—
Registered investment companies:
Target retirement funds			107,453				107,453				—				—
Self-managed funds			13,582				13,582				—				—
Total registered investment companies			121,035				121,035				—				—
Synthetic guaranteed investment contracts:
Corporate and other obligations			300,237				—				300,237				—
U.S. government and government agency issues			285,793				—				285,793				—
Cash and cash equivalents			41,829				—				41,829				—
Registered investment companies			30,484				30,484				—				—
Wrapper contracts			1,668				—				—				1,668
Other			389				—				389				—
Total synthetic guaranteed investment contracts			660,400				30,484				628,248				1,668
Collateral held on loaned securities			220,812				—				220,812				—
Total assets		$	1,847,334			$	589,371			$	1,256,295			$	1,668
Liability
Collateral to be paid on loaned securities		$	224,368			$	30,459			$	193,909			$	—

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

The following table sets forth a summary of changes in the fair values of the Plan’s level 3 financial instruments.

		Wrapper
(in thousands)		Contracts
Balance at December 31, 2008		$	1,479
Unrealized gains (relating to assets held at end of year)			189
Purchases, sales, issuances and settlements (net)			—
Balance at December 31, 2009			1,668
Unrealized losses (relating to assets held at end of year)			(34	)
Purchases, sales, issuances and settlements (net)			—
Balance at December 31, 2010		$	1,634

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. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

6.		Investments
		Investments representing five percent or more of the Plan’s net assets available for benefits at December 31, 2010 and 2009 are summarized as follows:

(in thousands, except per share data)		2010				2009
Baxter common stock, 3,077,924 shares and 2,933,075 shares at December 31, 2010 and 2009, respectively		$	155,805			$	172,113
State Street Global Advisors (SSgA) S&P 500 Flagship Fund			176,772				152,285
SSgA International EAFE Equity Index Fund			94,567				93,424
State Street Bank Quality D Short-Term Investment Fund (Collateral held on loaned securities)			*				220,812
Baxter International Savings Trust Separate Account (Collateral held on loaned securities)			215,921				*

*		Does not meet 5% threshold.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

Investments as of December 31, 2010 and 2009 are segregated into various investment fund options as follows:

(in thousands)		2010				2009
Cash (available for investment)		$	6,637			$	6,718
Stable Income Fund			737,052				682,022
Baxter Common Stock Fund			157,521				174,259
Composite Fund			150,741				141,895
General Equity Fund			154,195				148,831
Cardinal Health Common Stock Fund			5,308				4,809
SSgA S&P 500 Flagship Fund			177,001				152,285
SSgA International EAFE Equity Index Fund			94,603				93,468
Edwards Lifesciences Common Stock Fund			22,526				13,975
SSgA Small Cap Fund			88,103				60,431
Self-Managed Fund			44,715				40,376
Target Retirement Funds			172,137				107,453
Collateral held on loaned securities			230,444				220,812
Total investments at fair value			2,040,983				1,847,334
Adjustment from fair value to contract value for Stable Income Fund			(49,603	)			(5,199	)
Total investments		$	1,991,380			$	1,842,135

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

(in thousands)		2010				2009
Baxter common stock		$	(22,002	)		$	16,645
Other common stock			34,999				65,810
U.S. government and government agency issues			205				101
Corporate and other obligations			2,549				7,564
Commingled funds			45,909				66,495
Registered investment companies			17,535				20,621
Collateral held on loaned securities			1,114				4,736
		$	80,309			$	181,972

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 in an amount that is at least equal to the fair value of the securities loaned. 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

		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 amount received is reflected as a liability.
		As of December 31, 2009, the Plan had securities on loan with a fair market value of $218.9 million with cash collateral received of $224.4 million, which was invested in a short-term commingled investment fund (State Street Quality D Short-Term Investment Fund). As of December 31, 2010, the Plan had securities on loan with a fair market value of $228.8 million, with cash collateral received of $232.9 million, of which $218.4 million was redeemed during 2010 from the State Street Quality D Short-Term Investment Fund and held in a separate fund (Baxter International Savings Trust Separate Account) for liquidation due to an agreement between the Plan and the Trustee to terminate the securities lending program for the securities within the Stable Income Fund. The assets underlying both funds primarily consisted of cash and cash equivalents and asset-backed securities. As of December 31, 2010, the net asset values of the Baxter International Savings Trust Separate Account and State State Street Quality D Short-Term Investment Fund were $0.9929 and $.9925, respectively, per unit. As of December 31, 2009, the net asset value of the State Street Quality D Short-Term Investment Fund was $0.9842 per unit. As a result of the increase in net asset values, an unrealized gain of $1.1 million is reflected in the 2010 Statement of Changes in Net Assets Available for Benefits compared with an unrealized gain of $4.7 million reported in 2009. As of December 31, 2010 and 2009, the cash collateral received is reflected at its fair value of $230.4 million and $220.8 million, respectively, in the 2010 and 2009 Statements of Net Assets Available for Benefits.
		Non-cash collateral of $6.7 million and $6.2 million received for securities on loan at December 31, 2010 and 2009, respectively, consisted of U.S. government and government agency issues held by the Trustee on behalf of the Plan. Non-cash collateral is not included with the collateral balance on the 2010 and 2009 Statement of Net Assets Available for Benefits because it may not be sold or repledged. A portion of the 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 $424,446 and $36,172 for 2010 and 2009, 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2010 and 2009

10.		Related Parties
		Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others.
		At December 31, 2010 and 2009, 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; shares of common stock and units of registered investment companies managed byAllianceBernstein, 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.
		Fees paid by the Plan for investment management, recordkeeping and consulting services, also qualify as party-in-interest transactions and are included in Plan expenses in the accompanying financial statements. The Company pays certain expenses for the administration of the Plan. These transactions are exempt from the party-in interest transaction prohibitions of ERISA.

SUPPLEMENTAL SCHEDULE

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

Identity of Issue				Description of Investment		Cost(1)				Current Value
Cash & Cash Equivalents:
*		SSgA Money Market Fund		Short-Term Investment Fund			—				7,836,505
*		State Street Bank & Trust Co		Short-Term Investment Fund			—				31,216,669
		Cash and cash equivalents								$	39,053,174
** Common Stock:
		3Dicon Corp		Common Stock			—				2,635
		3M Company		Common Stock			—				28,934
		ABB Ltd Sponsored Adr		Common Stock			—				19,312
		Abbott Laboratories		Common Stock			—				93,046
		Abbott Laboratories		Common Stock			—				1,330,405
		Accenture PLC		Common Stock			—				1,946,307
		Access Pharmaceuticals Inc Com		Common Stock			—				24,168
		Acorda Therapeutics Inc Cdt		Common Stock			—				10,904
		Activision Blizzard Inc Com		Common Stock			—				39,133
		Acura Pharmceuticals Inc Com New		Common Stock			—				55,443
		Adept Technology Inc Com New		Common Stock			—				2,205
		Adolor Corp		Common Stock			—				605
		Advanced Micro Devices Inc		Common Stock			—				8,998
		Advanced Photonix Inc Cl A		Common Stock			—				8,100
		Advansource Biomaterials Corp Com		Common Stock			—				53
		Advanta Corp Cl B		Common Stock			—				9
		Advantage Oil & Gas Ltd Com Npv		Common Stock			—				1,700
		Aegean Marine Petroleum Network Inc A		Common Stock			—				5,482
		Aes Corp		Common Stock			—				1,273,457
		Aeterna Zentaris Inc Com		Common Stock			—				1,032
		Affymax Inc Com		Common Stock			—				3,325
		Aflac Inc		Common Stock			—				14,278
		Agnico Eagle Mines Ltd		Common Stock			—				105,249
		Agrium Inc		Common Stock			—				335,474
		Agrium Inc		Common Stock			—				3,670
		Air Trans Svcs Group Inc Com		Common Stock			—				3,950
		Akamai Technologies Inc		Common Stock			—				4,046
		Aksys Ltd		Common Stock			—				2
		Alcatel Lucent Spon Adr		Common Stock			—				11,813
		Alcoa Inc		Common Stock			—				587,053
		Alcoa Inc		Common Stock			—				66,958
		Alcon Inc		Common Stock			—				6,283,773
		Alexco Resource Corp Com		Common Stock			—				24,570
		Alexza Pharmaceuticals Inc Com		Common Stock			—				625
		Alj Regl Hldgs Inc Com		Common Stock			—				300
		Allergan Inc		Common Stock			—				3,021
		Allergan Inc		Common Stock			—				760,719
		Alliance Pharmaceutical Corp Com New		Common Stock			—				15
		Alliance Resource Partners LP Unit		Common Stock			—				13,007

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

*		AllianceBernstein Hldg LP Unit		Common Stock			—				9,809
		Allos Therapeutics Inc		Common Stock			—				23,119
		Allscripts Healthcare Solutions Inc Com		Common Stock			—				15,339
		Almaden Minerals Ltd		Common Stock			—				23,650
		Alnylam Pharmaceuticals Inc		Common Stock			—				986
		Alon Usa Energy Inc Com		Common Stock			—				3,289
		Alphatec Hldgs Inc Com		Common Stock			—				2,700
		Altair Nanotechnologies Inc Com Npv		Common Stock			—				690
		Altria Group Inc		Common Stock			—				790,720
		Altria Group Inc		Common Stock			—				117,421
		Aluminum Corp China Ltd Spon Adr Repstg H Shs		Common Stock			—				387
		Alvarion Ltd		Common Stock			—				1,210
		Amarin Corp Adr Each Rep 1 Ord Gbp0.50		Common Stock			—				8,201
		Amazon.com Inc		Common Stock			—				49,500
		Amazon.com Inc		Common Stock			—				1,233,589
		Amcore Finl Inc		Common Stock			—				3
		Amdocs Ltd Ord		Common Stock			—				5,494
		American Cap Agy Corp Com		Common Stock			—				71,850
		American Cap Ltd Com		Common Stock			—				25,183
		American Elec Pwr Co		Common Stock			—				23,387
		American Express Co		Common Stock			—				27,649
		American Intl Group Inc Com New		Common Stock			—				34,457
		American Lithium Minerals Inc Com		Common Stock			—				11,100
		American Tower Corp		Common Stock			—				5,164
		Amerigas Partners LP Com Ltd		Common Stock			—				8,786
		Amgen Inc		Common Stock			—				57,755
		AMR Corp Del		Common Stock			—				32,718
		Amstem Corp Com		Common Stock			—				645
		Amylin Pharm Inc		Common Stock			—				7,355
		Anadarko Pete Corp		Common Stock			—				3,808
		Andrea Electronics Corp		Common Stock			—				54
		Angiotech Pharm Inc		Common Stock			—				1,856
		Anheuser-Busch Inbev Adr		Common Stock			—				192,393
		Annaly Mortgage Management Inc		Common Stock			—				209,555
		Anthera Pharmaceuticals Inc Com		Common Stock			—				61,000
		Antigenics Inc Del		Common Stock			—				4,469
		Anworth Mtg Asset Corp		Common Stock			—				1,862
		AOL Inc Com		Common Stock			—				332
		AON Corp		Common Stock			—				641,095
		Apache Corp		Common Stock			—				13,019
		Apollo Group		Common Stock			—				1,139,518
		Apollo Group Inc		Common Stock			—				2,369
		Apollo Invt Corp Com Sh Ben Int		Common Stock			—				25,404
		Apple Computer Inc		Common Stock			—				1,990,840
		Apple Inc		Common Stock			—				8,850,332
		Applied Materials Inc		Common Stock			—				7,166
		Applied Materials Inc		Common Stock			—				1,299,582
		Apricus Biosciences Inc Com Stk		Common Stock			—				3,470
		Aqua America Inc		Common Stock			—				2,536

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

		Aradigm Corp Com New		Common Stock			—				588
		Arch Coal Inc		Common Stock			—				57,998
		Archer Daniels Midland		Common Stock			—				28,890
		Arena Pharmaceutical Inc		Common Stock			—				3,096
		Ariad Pharmaceutical Inc		Common Stock			—				15,300
		Artificial Life Inc		Common Stock			—				2,040
		Aspenbio Pharma Inc		Common Stock			—				1,857
		Assurant Inc		Common Stock			—				3,861
		Assured Guaranty Ltd Shs		Common Stock			—				23,877
		Astrazeneca PLC		Common Stock			—				1,688,889
		Astrazeneca Plc- Spons Adr		Common Stock			—				2,079
		AT&T Inc		Common Stock			—				560,351
		AT&T Inc		Common Stock			—				96,771
		Atlantic Power Corp Com Npv		Common Stock			—				44,759
		ATP Oil & Gas Corp		Common Stock			—				167,400
		Atsi Communications Inc Com New		Common Stock			—				37
		Atwood Oceanics Inc		Common Stock			—				3,737
		Aurizon Mines Ltd		Common Stock			—				14,640
		Autochina International Limited Com		Common Stock			—				25,870
		Autodesk Inc		Common Stock			—				38
		Automatic Data Processing Inc		Common Stock			—				26,962
		Avanir Pharmaceuticals Cl A New		Common Stock			—				4,855
		Avi Biopharma Inc		Common Stock			—				29,256
		Backweb Technologies Ltd		Common Stock			—				199
		Baidu Com Inc Spon Adr Restg Ord Shs Cl A		Common Stock			—				550,318
		Baker Hughes Inc		Common Stock			—				1,005,633
		Banco Latino- Americano De Comercio		Common Stock			—				16,245
		Banco Santander Sa Adr		Common Stock			—				9,045
		Bank New York Mellon Corp		Common Stock			—				12,259
*		Bank of America Corp		Common Stock			—				464,082
*		Bank of America Corp		Common Stock			—				1,508,111
		Bank of Ireland(Governor & Co Of) Spon Adr		Common Stock			—				795
*		Baxter Intl Inc		Common Stock			—				960,401
*		Baxter Intl Inc		Common Stock			—				154,844,105
		Bayer Ag Sponsored Adr		Common Stock			—				18,996
		BB&T Corp		Common Stock			—				548,182
		Beacon Pwr Corp Com		Common Stock			—				3,960
		Benchmark Electrs Inc Com		Common Stock			—				2,179
		Berkley W R Corp		Common Stock			—				41,176
		Berkshire Hathaway Inc Del Cl B New		Common Stock			—				285,752
		Best Buy Inc		Common Stock			—				14,038
		Big Bear Mng Corp Com New		Common Stock			—				81
		Bioelectronics Corp		Common Stock			—				693
		Biomedical Technology Solutions Hldgs Inc Com		Common Stock			—				1,260
		Biomerica Inc		Common Stock			—				5,810
		Biomoda Inc Com Stk		Common Stock			—				1,920
		Bionovo Inc Com New		Common Stock			—				1,411
		Biosante Pharmaceuticals Inc Com New		Common Stock			—				220
		Bitstream Inc		Common Stock			—				5,068

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

		Black Hills Corp		Common Stock			—				3,300
		Blackrock Global Opportunities Equity Tr		Common Stock			—				18,350
		Blackstone Group LP Com Unit		Common Stock			—				28,300
		Blackstone Group LP		Common Stock			—				900,031
		Blavod Extreme Spirits Ord		Common Stock			—				129
		Blockbuster Inc Cl A		Common Stock			—				24
		Boeing Co		Common Stock			—				29,367
		Boston Scientific		Common Stock			—				3,028
		BP Amoco Plc Spon Adr		Common Stock			—				31,847
		Brigham Expl Co		Common Stock			—				27,240
		Bristol Myers Squibb		Common Stock			—				29,069
		Broadcom Corp		Common Stock			—				1,919,439
		Broadcom Corp Cl A		Common Stock			—				25,259
		BroadRidge Financial Solutions LLC		Common Stock			—				1,645
		Brookfield Asset Mgmt Inc Com		Common Stock			—				8,323
		Brookfield Homes Corp		Common Stock			—				19
		Brookfield Infrastructure Partners Units		Common Stock			—				6,781
		BSD Medical Corp Del		Common Stock			—				28,991
		BT Group Plc Adr		Common Stock			—				5,716
		Bunge Ltd		Common Stock			—				971,218
		Bunge Ltd		Common Stock			—				1,139,562
		Cablevision Systems		Common Stock			—				270,874
		Cadence Pharmaceuticals Inc Com		Common Stock			—				46,070
		Calamp Corp		Common Stock			—				77,605
		Calgon Carbon Corp		Common Stock			—				1,814
		Calpine Corp Com New		Common Stock			—				14,474
		Cameco Corp		Common Stock			—				52,517
		Cameron International		Common Stock			—				806,626
		Cameron Intl Corp Com		Common Stock			—				3,957
		Campbell Soup Co		Common Stock			—				6,950
		Canadian Natural Resources Ltd		Common Stock			—				8,884
		Canadian Solar Inc Com		Common Stock			—				186
		Canrival Corp		Common Stock			—				1,934,985
		Capital One Financial		Common Stock			—				559,377
		Capitalsource Inc		Common Stock			—				17,293
		Capitol Bancorp Ltd		Common Stock			—				386
		Capstead Mtg Corp Com No Par		Common Stock			—				25,180
		Capstone Turbine Corp		Common Stock			—				96
		Cardinal Health Inc		Common Stock			—				5,218,550
		Cardinal Health Inc		Common Stock			—				144,390
		Carefusion Corp Com		Common Stock			—				45,746
		Carmax Inc		Common Stock			—				6,376
		Carnival Corp Paired Ctf 1 Com C		Common Stock			—				13,833
		Caterpillar Inc		Common Stock			—				155,870
		Cbiz Inc Com		Common Stock			—				1,872
		CBL & Assoc Pptys Inc		Common Stock			—				1,829
		CDC Corporation Com		Common Stock			—				5,848
		Celgene Corp		Common Stock			—				30,043
		Celgene Corp		Common Stock			—				1,400,120

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

		Cell Therapeutics Inc Com No Par		Common Stock			—				13,177
		Cellcom Israel Ltd Shs		Common Stock			—				14,149
		Cemex S A Spons Adr New Rep Ord		Common Stock			—				7,139
		Cenovus Energy Inc Com Npv		Common Stock			—				5,035
		Central Fd Cda Cl A		Common Stock			—				47,694
		Centurylink Inc		Common Stock			—				556,636
		Centurytel Inc		Common Stock			—				4,063
		Ceragon Networks Ltd Reg Shs		Common Stock			—				3,954
		Cereplast Inc Com New		Common Stock			—				23,288
		Cerner Corp		Common Stock			—				8,527
		Cerus Corp		Common Stock			—				3,198
		CF Inds Hldgs Inc Com		Common Stock			—				3,379
		CF Industries Holdings		Common Stock			—				587,652
		Charles Schwab Corp		Common Stock			—				1,425,374
		Cheniere Energy Inc New		Common Stock			—				27,600
		Chesapeake Energy Corporation Oklahoma		Common Stock			—				342,840
		Chevron Corp New		Common Stock			—				90,253
		Chimera Invt Corp Com		Common Stock			—				63,962
		China Automotive Sys Inc		Common Stock			—				1,090
		China Biologic Prods Inc		Common Stock			—				106,535
		China Biotics Inc Com		Common Stock			—				26,093
		China Direct Inc Com New		Common Stock			—				168
		China Fin Online Co Ltd Sponsored Adr		Common Stock			—				4,049
		China Fire & Sec Group Inc		Common Stock			—				1,971
		China Green Agriculture Inc Com		Common Stock			—				14,058
		China Mediaexpress Hldgs Inc Com		Common Stock			—				44,669
		China Sunergy Co Ltd Sponsored Adr		Common Stock			—				167
		China Tel Group Inc Com		Common Stock			—				1,680
		China Yuchai International Ltd		Common Stock			—				95,070
		Chiquita Brands Intl Inc		Common Stock			—				5,608
		Churchill Downs Inc		Common Stock			—				4,456
		Cia Saneamento Basico De Sao Paulo Spons Adr		Common Stock			—				10,576
		Ciena Corp Com New Delaware		Common Stock			—				42
		Cintas Corp		Common Stock			—				2,237
		Circuit City Stores Inc		Common Stock			—				4
		Cisco Sys Inc		Common Stock			—				232,079
		Cisco Systems		Common Stock			—				3,106,692
		Citigroup Inc		Common Stock			—				475,230
		Citigroup Inc		Common Stock			—				1,766,869
		Citizens Republic Bancorp Inc		Common Stock			—				117
		Citrix Systems Inc		Common Stock			—				1,684,348
		City Bank Lynnwood Wash		Common Stock			—				24
		Clean Energy Fuels Corp		Common Stock			—				1,384
		Cliffs Nat Res Inc Com		Common Stock			—				93
		CME Group		Common Stock			—				2,104,883
		CME Group Inc		Common Stock			—				33,369
		Cninsure Inc Ads		Common Stock			—				8,723
		Coca Cola Co		Common Stock			—				150,016
		Coca Cola Co		Common Stock			—				987,922

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2010

		Coeur D Alene Mines Corp Com Stk		Common Stock			—				15,026
		Cogo Group Inc Com		Common Stock			—				4,425
		Coinstar Inc		Common Stock			—				5,644
		Collective Brands Inc		Common Stock			—				30,595
		Colonial Bancgroup		Common Stock			—				10
		Columbia Laboratories Inc		Common Stock			—				1,362
		Comamtech Inc Com Npv		Common Stock			—				17
		Comcast Corp		Common Stock			—				957,459
		Comcast Corp		Common Stock			—				1,260,111
		Comcast Corp		Common Stock			—				1,276,611
		Comerica Inc		Common Stock			—				459,164
		Commercial Metals Co		Common Stock			—				336,087
		Commonwealth Reit Com Sh Ben Int		Common Stock			—				3,189
		Commtouch Software Limited Shs New		Common Stock			—				1,548
		Compass Minerals Intl Inc		Common Stock			—				10,103
		Concord Medical Services Hldgs Ltd Ads		Common Stock			—				6,651
		Conexant Sys Inc Com New		Common Stock			—				424
		ConocoPhilips		Common Stock			—				847,948
		ConocoPhillips		Common Stock			—				126,108
		Consol Energy Inc		Common Stock			—				2,482
		Consolidated Edison Hldg Co Inc		Common Stock			—				29,742
		Constellation Brands Inc		Common Stock			—				838,347
		Constellation Energy Group		Common Stock			—				1,256
		Constellation Energy Group		Common Stock			—				411,659
		Constellation Energy Partners LLC Com Unit		Common Stock			—				16,680
		Continucare Corp		Common Stock			—				2,925
		Cooper Industries		Common Stock			—				2,883,608
		Corelogic Inc Com		Common Stock			—				926
		Corning Inc		Common Stock			—				21,898
		Corning Inc		Common Stock			—				311,205
		Corporate Executive Brd Co		Common Stock			—				1,690
		Cortex Pharmaceuticals Inc		Common Stock			—				1,316
		Costco Wholesale Corp		Common Stock			—				6,768
		Costco Wholesale Corp		Common Stock			—				1,352,967
		Covidien Plc Shs		Common Stock			—				1,005
		Credit Suisse Group		Common Stock			—				1,389,695
		Cree Inc		Common Stock			—				533,709
		Cresud S.A. Spon Adr		Common Stock			—				11,388
		Crocs Inc Com		Common Stock			—				16,178
		Cross Timbers Royalty Trust		Common Stock			—				598
		Cryptologic Limited Shs		Common Stock			—				282
		CSX Corp		Common Stock			—				3,939
		Cubic Energy Inc		Common Stock			—				2,000
		CVS Caremark Corp		Common Stock			—				1,309,125
		CVS Corp Del		Common Stock			—				15,993
		Cytosorbents Corp Com		Common Stock			—				1,050
		Cytrx Corp		Common Stock			—				7,070
		D R Horton Inc		Common Stock			—				11,930
		Daimlerchrysler Ag Ord		Common Stock			—				1,808