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

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, 2009 and 2008

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Index
December 31, 2009 and 2008

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Prior Auditor’s Report of Independent Registered Public Accounting Firm			2
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008			3
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2009 and 2008			4
Notes to Financial Statements			5 - 15
Supplemental Information
Schedule I: Schedule of Assets (Held at End of Year) as of December 31, 2009			16 - 73

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 statement of net assets available for benefits of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (Plan) as of December 31, 2009, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit.

We conducted our audit 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 audit provides 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, 2009, and the changes in net assets available for benefits for the year then ended 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 2009 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2009 financial statements taken as a whole.

Oak Brook, Illinois
June 25, 2010

Prior Auditor’s 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 statement of net assets available for benefits and the related statement 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 the changes in net assets available for benefits for the year 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 audit. We conducted our audit 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 audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

June 26, 2009

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Statements of Net Assets Available for Benefits
December 31, 2009 and 2008

		2009				2008
Assets
Investments
Cash and cash equivalents		$	47,549,498			$	66,961,790
Common stock (including securities on loan of $29,596,347 in 2009 and $18,399,870 in 2008)			437,851,778				340,479,494
U.S. government and government agency issues (including securities on loan of $8,557,513 in 2009 and $1,290,325 in 2008)			14,705,865				14,829,298
Corporate and other obligations (including securities on loan of $5,281,686 in 2009 and $2,432,308 in 2008)			38,839,798				39,195,637
Commingled funds			306,140,112				212,980,228
Registered investment companies			121,035,667				59,457,424
Participant loans			35,784,824				31,325,947
Synthetic guaranteed investment contracts (including securities on loan of $175,467,810 in 2009 and $82,975,181 in 2008)			660,399,728				659,502,094
Collateral held on loaned securities			220,811,947				99,545,271
Total investments at fair value			1,883,119,217				1,524,277,183
Receivables
Sponsor contributions			13,239,234				9,752,268
Accrued interest and dividends			1,798,050				1,962,089
Due from brokers for securities sold			614,243				39,577
			15,651,527				11,753,934
Total assets			1,898,770,744				1,536,031,117
Liabilities
Accounts payable			2,219,225				2,203,915
Due to brokers for securities purchased			1,535,362				689,464
Collateral to be paid on loaned securities			224,368,108				107,838,014
Total liabilities			228,122,695				110,731,393
Net assets available for benefits, reflecting investments at fair value			1,670,648,049				1,425,299,724
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(5,199,119	)			(26,014,601	)
Net assets available for benefits		$	1,665,448,930			$	1,399,285,123

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, 2009 and 2008

		2009				2008
Additions (reductions) to net assets attributed to
Investment income (loss)
Net appreciation (depreciation) in fair value of investments		$	181,972,026			$	(339,546,642	)
Interest			26,343,333				37,416,536
Dividends			9,259,422				9,723,969
Participant loan interest			2,099,189				2,353,627
Net investment income (loss)			219,673,970				(290,052,510	)
Contributions
Sponsor			53,011,931				45,653,065
Participant			85,388,652				80,374,823
			138,400,583				126,027,888
Net additions (reductions)			358,074,553				(164,024,622	)
Deductions from net assets attributed to
Benefits paid			87,120,929				110,153,382
Plan expenses			4,789,817				4,832,134
Total deductions			91,910,746				114,985,516
Net increase (decrease)			266,163,807				(279,010,138	)
Net assets available for benefits
Beginning of year			1,399,285,123				1,678,295,261
End of year		$	1,665,448,930			$	1,399,285,123

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, 2009 and 2008

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.
		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, 2009 and 2008

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.
		Issued But Not Yet Effective Accounting Standard In January 2010, the Financial Accounting Standards Board (FASB) issued a new accounting standard to improve disclosures with respect to fair value measurements, primarily related to the levels within the fair value hierarchy. An entity will be required to disclose significant transfers in and out of Levels 1 and 2 of the fair value hierarchy, and separately present information related to purchases, sales, issuances and settlements in the reconciliation of fair value measurements classified as Level 3. This standard will be effective for reporting periods beginning after December 15, 2009, except for the disclosures related to purchases, sales, issuances and settlements for Level 3 fair value measurements, which are effective for reporting periods beginning after December 15, 2010. The disclosures required by this standard will be included in the notes to the Plan’s financial statements effective January 1, 2010, except for the disclosures related to Level 3 fair value measurements, which will be included in the notes to the Plan’s financial statements effective January 1, 2011.
		New Accounting Standard In April 2009, the FASB issued a new accounting standard related to estimating fair value when the volume and level of activity for an investment has significantly decreased. This standard also requires enhanced disclosures regarding the major security types of equity and debt securities and was effective for the Plan reporting period ending December 31, 2009. The Plan’s adoption of this standard did not have an impact on the net assets available for benefits. Refer to Note 5 for disclosures related to this standard.
		In September 2009, the FASB issued a new accounting standard related to the valuation of investments in certain entities that calculate net asset value per share. This standard provides a practical expedient for measuring the fair values of Plan investments in entities that calculate a net asset value per share (such as commingled investments). This standard also requires enhanced disclosures regarding the attributes of certain investments, including the nature of any restrictions and the investment objectives, and was effective for the Plan reporting period ending December 31, 2009. The Plan’s adoption of this standard did not have an impact on the net assets available for benefits. Refer to valuation of investments and collateral below for disclosures related to this standard.
		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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

Corporate and other obligations		Value based on reputable pricing vendors that typically use pricing matrices or models.
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 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.
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 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 fund (Quality D Short-Term Investment Fund) where the collateral is invested. This fund primarily invests in cash and cash equivalents and asset-backed securities, and is utilized for the investment of cash collateral generated by the securities lending program in which the Plan and Trustee participate. At December 31, 2009, the maturity dates of these securities were less than 90 days. 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

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, 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.

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 $1,668,018 and $1,478,751 at December 31, 2009 and 2008, 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 $655,200,609 and $633,487,493 at December 31, 2009 and 2008, 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 4.2% and (0.18)% at December 31, 2009 and 2008, respectively. The average interest rate credited to participants on the synthetic GICs was approximately 4.1% and 4.82%, respectively, for the years ended December 31, 2009 and 2008. The credit ratings for Aegon Institutional Markets were AA- and AA at December 31, 2009 and December 31, 2008, respectively, and the credit ratings for Bank of America N.A. were A+ and AA- at December 31, 2009 and December 31, 2008, 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 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

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 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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

		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, 2009 and 2008

The following table summarizes 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
		2009				(Level 1)				(Level 2)				(Level 3)
Assets
Cash and cash equivalents		$	47,549,498			$	—			$	47,549,498			$	—
Common stock:
Healthcare			221,596,118				221,596,118				—				—
Information technology			53,234,217				53,234,217				—				—
Financial services			43,116,528				43,116,528				—				—
Consumer products			34,181,956				34,181,956				—				—
Industrial services and materials			29,168,425				29,168,425				—				—
Energy			28,961,600				28,961,600				—				—
Other			27,592,934				27,592,934				—				—
Total common stock			437,851,778				437,851,778				—				—
U.S. government and government agency issues			14,705,865				—				14,705,865				—
Corporate and other obligations			38,839,798				—				38,839,798				—
Commingled funds			306,140,112				—				306,140,112				—
Registered investment companies:
Target retirement funds			107,452,761				107,452,761				—				—
Self-managed funds			13,582,906				13,582,906				—				—
Total registered investment companies			121,035,667				121,035,667				—				—
Participant loans			35,784,824				—				—				35,784,824
Synthetic guaranteed investment contracts:
Corporate and other obligations			300,237,199				—				300,237,199				—
U.S. government and government agency issues			285,792,869				—				285,792,869				—
Cash and cash equivalents			41,828,642				—				41,828,642				—
Registered investment companies			30,483,586				30,483,586				—				—
Wrapper contracts			1,668,018				—				—				1,668,018
Other			389,414				—				389,414				—
Total synthetic guaranteed investment contracts			660,399,728				30,483,586				628,248,124				1,668,018
Collateral held on loaned securities			220,811,947				—				200,811,947				—
Total assets		$	1,883,119,217			$	589,371,031			$	1,256,295,344			$	37,452,842
Liability
Collateral to be paid on loaned securities		$	224,368,108			$	30,459,249			$	193,908,859			$	—

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

The following table summarizes 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
Liability
Collateral to be paid on loaned securities		$	107,838,014			$	18,467,870			$	89,370,144			$	—

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

		Participant				Wrapper
		Loans				Contracts
Balance at December 31, 2007		$	29,686,366			$	—
Unrealized gains			—				1,478,751
Purchases, sales, issuances and settlements (net)			1,639,581				—
Balance at December 31, 2008		$	31,325,947			$	1,478,751
Unrealized gains			—				189,267
Purchases, sales, issuances and settlements (net)			4,458,877				—
Balance at December 31, 2009		$	35,784,824			$	1,668,018

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.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

6.		Investments
		Investments representing five percent or more of the Plan’s net assets available for benefits at December 31, 2009 and 2008 are summarized as follows:

		2009				2008
Baxter common stock, 2,933,075 shares and 2,994,818 shares at December 31, 2009 and 2008, respectively		$	172,112,858			$	160,492,320
State Street Global Advisors (SSgA) S&P 500 Flagship Fund			152,285,488				112,007,447
SSgA International EAFE Equity Index Fund			93,424,087				*
State Street Bank Short-Term Investment Fund			*				79,735,100
State Street Bank Quality D Short-Term Investment Fund (Collateral held on loaned securities)			220,811,947				99,545,271
*     Does not meet 5% threshold.

Investments as of December 31, 2009 and 2008 are segregated into various investment fund options as follows:

		2009				2008
Cash (available for investment)		$	6,719,155			$	5,596,164
Stable Income Fund			682,022,055				701,010,677
Baxter Common Stock Fund			174,258,550				163,038,527
Composite Fund			141,894,896				105,989,479
General Equity Fund			148,831,025				108,085,903
Cardinal Health Common Stock Fund			4,809,280				5,410,042
SSgA S&P 500 Flagship Fund			152,285,488				112,188,634
SSgA International EAFE Equity Index Fund			93,468,012				59,492,812
Edwards Lifesciences Common Stock Fund			13,974,606				9,747,177
SSgA Small Cap Fund			60,430,537				41,479,969
Self-Managed Fund			40,376,081				31,764,148
Target Retirement Funds			107,452,761				49,602,433
Participant loans			35,784,824				31,325,947
Collateral held on loaned securities			220,811,947				99,545,271
Total investments at fair value			1,883,119,217				1,524,277,183
Adjustment from fair value to contract value for Stable Income Fund			(5,199,119	)			(26,014,601	)
Total investments		$	1,877,920,098			$	1,498,262,582

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

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

		2009				2008
Baxter common stock		$	16,645,083			$	(13,221,835	)
Other common stock			65,810,071				(137,322,856	)
U.S. government and government agency issues			100,929				361,524
Corporate and other obligations			7,563,830				(11,579,043	)
Commingled funds			66,494,910				(142,670,970	)
Registered investment companies			20,620,621				(26,820,719	)
Collateral held on loaned securities			4,736,582				(8,292,743	)
		$	181,972,026			$	(339,546,642	)

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.
		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 and 2008, the Plan had securities on loan with a fair market value of $218,903,356 and $105,097,684, respectively, with cash collateral received of $224,368,108 and $107,838,014, respectively. Cash collateral was invested in a short-term commingled investment fund as of December 31, 2009 and 2008. While as of December 31, 2009 and December 31, 2008 this fund was transacting on a dollar-for-dollar basis, the net asset value of the fund’s underlying securities was $0.9842 and $0.9231, respectively, per unit. As a result of this increase, an unrealized gain of $4,736,582 is reflected in the 2009 Statement of Changes in Net Assets Available for Benefits compared with an unrealized loss of $8,292,743 reported in 2008. As of December 31, 2009 and 2008, the cash collateral received is reflected at its fair value of $220,811,947 and $99,545,271, respectively, in the 2009 and 2008 Statements of Net Assets Available for Benefits.
		Non-cash collateral of $6,239,380 received for securities on loan at December 31, 2009 consisted of U.S. government and government agency issues 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 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 $36,172 and $1,225,085 for 2009 and 2008, respectively. Securities lending income is classified as interest income in the Statements of Changes in Net Assets Available for Benefits.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Notes to Financial Statements
December 31, 2009 and 2008

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
		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, 2009 and 2008, 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.
		Fees paid by the Plan for investment management, recordkeeping and consulting services, also qualify as party-in-interest transactions and are included in Plan-related 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

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

Identity of Issue				Description of Investment		Cost (1)				Current Value
Cash and Cash Equivalents:
*		SSgA Money Market Fund		Short-Term Investment Fund			—				8,262,647
*		State Street Bank & Trust Co		Short-Term Investment Fund			—				39,286,851
		Cash and cash equivalents								$	47,549,498
** Common Stock:
		3COM Corp		Common Stock			—				1,500
		3Dicon Corp		Common Stock			—				30
		3M Company N/C from 604059105		Common Stock			—				29,010
		3Par Inc Com		Common Stock			—				11,850
		8x8 Inc New N/C from 64111f108		Common Stock			—				1,500
		A Power Energy Generation System Ltd Com		Common Stock			—				18,290
		ABB Ltd Sponsored Adr		Common Stock			—				18,182
		Abbott Laboratories		Common Stock			—				70,196
		Abbott Labs		Common Stock			—				1,227,891
		Access Pharmaceuticals Inc Com		Common Stock			—				26,139
		Ace Limited		Common Stock			—				214,298
		Acorda Therapeutics Inc Cdt		Common Stock			—				2,520
		Activision Blizzard Inc Com		Common Stock			—				14,443
		Adaptive Broadband Corp		Common Stock			—				9
		Adc Telecommunicatns Inc Com New		Common Stock			—				882
		Adeona Pharmaceuticals Inc Com		Common Stock			—				1,260
		Adept Technology Inc Com New		Common Stock			—				1,646
		Adobe Sys Inc		Common Stock			—				5,076
		Adolor Corp		Common Stock			—				730
		Advanced Micro Devices Inc		Common Stock			—				18,392
		Advansource Biomaterials Corp Com		Common Stock			—				140
		Advanta Corp Cl B		Common Stock			—				85
		Advantage Oil & Gas Ltd Com Npv		Common Stock			—				1,630
		Adventrx Pharmaceuticals Inc		Common Stock			—				5,180
		Aes Corp		Common Stock			—				1,045,002
		Aetna Inc		Common Stock			—				830,661
		Affymetrix Inc		Common Stock			—				5,840
		Aflac Inc		Common Stock			—				6,968
		Agilysys Inc Com		Common Stock			—				470
		Agnico Eagle Mines Ltd		Common Stock			—				73,863
		Air Prods + Chems Inc		Common Stock			—				2,941,651
		AK Steel Hldg Corp		Common Stock			—				4,270
		AK Stl Hldg Corp		Common Stock			—				422,227
		Akamai Technologies Inc		Common Stock			—				1,419
		Aksys Ltd		Common Stock			—				1
		Alcatel Lucent Spon Adr		Common Stock			—				19,160
		Alcoa Inc		Common Stock			—				20,861
		Alcon Inc		Common Stock			—				7,540,605
		Alexco Resource Corp Com I		Common Stock			—				11,280
		ALJ Regl Hldgs Inc Com		Common Stock			—				290

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

		Alkermes Inc		Common Stock			—				4,705
		Allegheny Tech Inc		Common Stock			—				4,522
		Alliance Pharmaceutical Corp Com New		Common Stock			—				23
		Alliance Resource Partners LP Unit Ltd Partner Int		Common Stock			—				14,126
		Allied Irish Banks Plc Adr		Common Stock			—				695
		Allos Therapeutics Inc		Common Stock			—				16,450
		Allscripts Healthcare Solutions Inc Com		Common Stock			—				14,464
		Almaden Minerals Ltd		Common Stock			—				5,250
		Alnylam Pharmaceuticals Inc		Common Stock			—				1,762
		Alon USA Energy Inc Com		Common Stock			—				3,762
		Alpha Nat Res Inc		Common Stock			—				4,685
		Altair Nanotech Inc Com		Common Stock			—				880
		Altria Group Inc		Common Stock			—				570,671
		Altria Group Inc		Common Stock			—				67,979
		Aluminum Corp China Ltd Spon Adr Repstg H Shs		Common Stock			—				463
		Alvarion Ltd N/C From M20385106		Common Stock			—				1,870
		Amazon.Com Inc		Common Stock			—				984,322
		Amazon.Com Inc		Common Stock			—				8,744
		Ambac Finl Group Inc Frmly Ambac Inc		Common Stock			—				4,187
		Amdocs Ltd Ord		Common Stock			—				5,706
		American Cap Agy Corp Com		Common Stock			—				2,654
		American Cap Ltd Com		Common Stock			—				8,738
		American Elec Pwr Co		Common Stock			—				17,395
		American Express Co		Common Stock			—				7,077
		American Intl Group Inc		Common Stock			—				54,354
		American Lithium Minerals Inc Com		Common Stock			—				17,850
		American Oriental Bioengineering Inc		Common Stock			—				3,260
		AMerigas Partners L P Uts Rpstg Com Ltd		Common Stock			—				7,079
		Ameriprise Finl Inc		Common Stock			—				621,855
		Amgen Inc		Common Stock			—				64,603
		Amr Corp Del		Common Stock			—				36,331
		Amrep Corp New Frmly Old		Common Stock			—				548
		Amylin Pharm Inc		Common Stock			—				7,592
		Anadarko Pete Corp		Common Stock			—				3,121
		Andrea Electronics Corp Frmly Andrea Radio Corp		Common Stock			—				47
		Annaly Mortgage Management Inc		Common Stock			—				29,337
		Antigenics Inc Del		Common Stock			—				80
		AOL Inc		Common Stock			—				119,284
		AOL Inc Com		Common Stock			—				1,024
		Apache Corp		Common Stock			—				601,899
		Apache Corp		Common Stock			—				11,260
		Apollo Group Inc		Common Stock			—				1,162,116
		Apollo Group Inc		Common Stock			—				3,635
		Apollo Invt Corp Com Sh Ben Int		Common Stock			—				18,995
		Apple Computer Inc		Common Stock			—				1,322,765
		Apple Inc		Common Stock			—				8,524,653
		Applied Materials Inc		Common Stock			—				7,109
		Applied Micro Circuits Corp Com New		Common Stock			—				134
		Aqua America Inc		Common Stock			—				1,915

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

		Aradigm Corp Com New		Common Stock			—				501
		Arcelormittal Sa Luxembour		Common Stock			—				257,860
		Arch Coal Inc		Common Stock			—				2,284
		Archer Daniels Midland		Common Stock			—				23,369
		Archer Daniels Midland Co		Common Stock			—				897,841
		Arena Pharmaceuticals Inc		Common Stock			—				7,313
		Ariad Pharmaceutical Inc		Common Stock			—				10,385
		Artificial Life Inc		Common Stock			—				950
		Asianinfo Hldgs Inc		Common Stock			—				3,045
		Assurant Inc		Common Stock			—				2,955
		Assured Guaranty Ltd Shs		Common Stock			—				29,051
		Astrazeneca Plc- Spons Adr		Common Stock			—				2,112
		AT&T Inc Com		Common Stock			—				62,052
		AT&T Inc		Common Stock			—				2,771,671
		ATP Oil & Gas Corp		Common Stock			—				219,360
		Atsi Communications Inc Com New		Common Stock			—				50
		Atwood Oceanics Inc		Common Stock			—				3,585
		Audiocodes Ltd		Common Stock			—				506
		Aurizon Mines Ltd		Common Stock			—				9,000
		Autodesk Inc		Common Stock			—				788
		Automatic Data Processing Inc		Common Stock			—				22,744
		Avanir Pharmaceuticals Cl A New		Common Stock			—				361
		Avi Biopharma Inc		Common Stock			—				438
		Avis Budget Group Inc Common		Common Stock			—				656
		Backweb Technologies Ltd		Common Stock			—				132
		Baidu Com Inc Spon Adr Restg Ord Shs Cl A		Common Stock			—				63,741
		Baker Hughes Inc		Common Stock			—				1,156,796
		Banco Santander Sa Adr		Common Stock			—				5,031
		Bank Fla Corp Naples Com		Common Stock			—				34,901
		Bank New York Mellon Corp		Common Stock			—				5,630
*		Bank of America Corp		Common Stock			—				628,979
*		Bank of America Corp		Common Stock			—				1,155,594
*		Bank of America Corp		Common Stock			—				836,912
*		Bank of America Corp		Common Stock			—				1,005,188
		Bard C R Inc		Common Stock			—				62,320
		Barnes and Noble Inc		Common Stock			—				954
*		Baxter Intl Inc		Common Stock			—				171,740,440
*		Baxter Intl Inc		Common Stock			—				372,418
		Bayer Ag Sponsored Adr		Common Stock			—				20,736
		BB&T Corp		Common Stock			—				529,324
		Beacon Pwr Corp Com		Common Stock			—				8,910
		Beazer Homes USA Inc		Common Stock			—				7,260
		Benchmark Electrs Inc Com		Common Stock			—				2,269
		Berkshire Hathaway Inc Del CL A		Common Stock			—				297,600
		Berkshire Hathaway Inc Del CL B		Common Stock			—				256,308
		Berkshire Hathaway Inc Del		Common Stock			—				980,912
		Best Buy Inc		Common Stock			—				21,049
		BHP Billiton Ltd Spon Adr		Common Stock			—				107,212
		Bio Key Intl Inc		Common Stock			—				1,185

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

		Bioelectronics Corp		Common Stock			—				12,188
		Biogen Idec Inc		Common Stock			—				26,750
		Biomedical Technology Solutions Hldgs Inc Com		Common Stock			—				43
		Biomerica Inc		Common Stock			—				5,740
		Bionovo Inc		Common Stock			—				3,951
		Biosante Pharmaceuticals Inc Com New		Common Stock			—				194
		Bizauctions Inc Com		Common Stock			—				250
		Black Box Corp		Common Stock			—				1,417
		Black Hills Corp		Common Stock			—				2,929
		Blackrock Divid Achievers Tm Tr Com		Common Stock			—				9,420
		Blackrock Energy & Res Tr Com		Common Stock			—				12,815
		Blackrock Intl Growth & Income Tr Com		Common Stock			—				11,560
		Blackstone Group LP Com Unit Repstg		Common Stock			—				47,157
		Blackstone Group LP		Common Stock			—				2,213,255
		Blavod Extreme Spirits Ord		Common Stock			—				178
		Block (H&R) Inc		Common Stock			—				10,661
		Blockbuster Inc Cl A		Common Stock			—				101
		Boeing Co		Common Stock			—				37,512
		Bombardier Inc Class B		Common Stock			—				9,157
		Boston Scientific		Common Stock			—				3,600
		Boston Scientific Corp		Common Stock			—				1,035,001
		BP Amoco Plc Spon Adr		Common Stock			—				52,164
		Breitburn Energy Partners LP Com Unit Ltd		Common Stock			—				10,590
		Brigham Expl Co		Common Stock			—				27,100
		Bristol Myers Squibb		Common Stock			—				35,487
		Broadcom Corp		Common Stock			—				876,977
		Broadcom Corp Cl A		Common Stock			—				18,253
		Broadridge Financial Solutions LLC		Common Stock			—				1,692
		Brookfield Asset Mgmt Inc Com Voting Shs Cl A		Common Stock			—				72,085
		Brookfield Homes Corp		Common Stock			—				16
		Brookfield Infrastructure Partners LP Partnership		Common Stock			—				2,126
		BT Group Plc Adr		Common Stock			—				3,691
		Buffalo Wild Wings Inc		Common Stock			—				12,766
		Bunge Limited		Common Stock			—				915,190
		Burger King Hldgs Inc Com		Common Stock			—				4,705
		Burlington Northern Santa Fe Corp		Common Stock			—				6,429
		CSX Corp		Common Stock			—				2,904
		Cadence Pharmaceuticals Inc Com		Common Stock			—				150,562
		Calamp Corp N/C From 129900106		Common Stock			—				110,132
		Calavo Growers Inc		Common Stock			—				8,500
		Calpine Corp Com New		Common Stock			—				14,850
		Cameco Corp		Common Stock			—				1,609
		Cameron Intl Corp		Common Stock			—				1,797,977
		Cameron Intl Corp Com		Common Stock			—				3,260
		Canadian Natural Resources Ltd		Common Stock			—				7,195
		Canadian Solar Inc Com		Common Stock			—				432
		Cano Petroleum Inc		Common Stock			—				1,960
		Capitalsource Inc		Common Stock			—				9,664
		Capitol Bancorp Ltd		Common Stock			—				1,459

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

		Capstead Mtg Corp Com No Par		Common Stock			—				13,650
		Capstone Turbine Corp		Common Stock			—				9,472
		Cardiac Science Corp		Common Stock			—				67
		Cardinal Health Inc		Common Stock			—				4,730,221
		Cardinal Health Inc		Common Stock			—				139,567
		Carefusion Corp Com		Common Stock			—				61,625
		Caribou Coffee Inc Com		Common Stock			—				772
		Carmax Inc		Common Stock			—				4,850
		Carnival Corp		Common Stock			—				551,510
		Carnival Corp Paired Ctf 1 Com Carnival Corp		Common Stock			—				9,507
		Castle Brands Inc Com		Common Stock			—				136
		Caterpillar Inc		Common Stock			—				338,118
		Caterpillar Inc		Common Stock			—				99,882
		CBIZ Inc Com		Common Stock			—				9,240
		CBS Corp New		Common Stock			—				614,069
		CDC Corporation Shs A		Common Stock			—				11,150
		Celgene Corp		Common Stock			—				1,321,384
		Celgene Corp		Common Stock			—				34,466
		Cell Therapeutics Inc Com No Par		Common Stock			—				52,161
		Cellcom Israel Ltd Shs		Common Stock			—				11,062
		Cemex S A Spons Adr New Rep Ord		Common Stock			—				14,330
		Cenovus Energy Inc Com Npv		Common Stock			—				13,860
		Central Fd Cda Cl A		Common Stock			—				24,804
		Centurytel Inc		Common Stock			—				3,186
		Ceragon Networks Ltd Reg Shs		Common Stock			—				1,761
		Cereplast Inc Com		Common Stock			—				2,400
		Cerus Corp		Common Stock			—				2,587
		Champion Enterprises Inc Com		Common Stock			—				2,860
		Charter Comm Inc Del Cl A		Common Stock			—				1,816
		Cheniere Energy Inc New		Common Stock			—				7,260
		Chesapeake Energy Corporation Oklahoma		Common Stock			—				433,132
		Chevron Corp		Common Stock			—				593,810
		Chevron Corp New		Common Stock			—				47,184
		China Automotive Sys Inc		Common Stock			—				1,497
		China Biologic Prods Inc		Common Stock			—				80,332
		China Biotics Inc Com		Common Stock			—				15,470
		China Direct Inc Com New		Common Stock			—				131
		China Fin Online Co Ltd Sponsored Adr		Common Stock			—				7,950
		China Fire & Sec Group Inc		Common Stock			—				2,706
		China Life Ins Co Ltd Spon Adr Repstg H Shs		Common Stock			—				7,335
		China Mobile Ltd Spons Adr		Common Stock			—				4,643
		China Precision Stl Inc		Common Stock			—				4,100
		China Pwr Equip Inc Com		Common Stock			—				32,400
		China Sunergy Co Ltd Sponsored Adr		Common Stock			—				185
		China Yuchai International Ltd		Common Stock			—				44,220
		Chipotle Mexican Grill Inc		Common Stock			—				9,521
		Church & Dwight Inc		Common Stock			—				6,114
		Churchill Downs Inc		Common Stock			—				3,784
		Ciena Corp Com New Delaware		Common Stock			—				22

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 36-0781620 and Plan Number 023		Schedule I
December 31, 2009

		Cimarex Energy Co		Common Stock			—				691,389
		Cintas Corp		Common Stock			—				2,086
		Circuit City Stores Inc		Common Stock			—				6
		Cisco Sys Inc		Common Stock			—				2,113,947
		Cisco Sys Inc		Common Stock			—				173,493
		Citadel Broadcasting Corp		Common Stock			—				2
		Citigroup Inc		Common Stock			—				1,155,698
		Citigroup Inc		Common Stock			—				270,509
		Citizens Republic Bancorp Inc		Common Stock			—				821
		City Bank Lynnwood Wash		Common Stock			—				348
		CME Group Inc		Common Stock			—				1,391,897
		CME Group Inc		Common Stock			—				34,319
		Cninsure Inc Ads Each Repr 20 Ord Shs		Common Stock			—				10,040
		Coca Cola Co		Common Stock			—				839,807
		Coca Cola Co		Common Stock			—				28,333
		Coeur D Alene Mines Corp Com Stk		Common Stock			—				9,933
		Cogent Inc		Common Stock			—				520
		Cognizant Technology Solutions Inc		Common Stock			—				18,132
		Coinstar Inc		Common Stock			—				27,780
		Coldwater Creek Inc		Common Stock			—				892
		Colfax Corp Com		Common Stock			—				9,632
		Collective Brands Inc		Common Stock			—				33,017
		Colonial Bancgroup		Common Stock			—				20
		Columbia Laboratories Inc		Common Stock			—				648
		Comcast Corp New		Common Stock			—				1,162,007
		Comcast Corp New		Common Stock			—				1,220,358
		Comcast Corp New Cl A		Common Stock			—				4,215
		Commtouch Software Limited Shs New		Common Stock			—				1,510
		Compass Minerals Intl Inc		Common Stock			—				7,600
		Conexant Sys Inc Com New		Common Stock			—				603
		ConocoPhillips		Common Stock			—				2,605,758
		ConocoPhillips		Common Stock			—				1,065,533
		ConocoPhillips		Common Stock			—				33,264
		Consol Energy Inc		Common Stock			—				1,268
		Consolidated Edison Hldg Co Inc		Common Stock			—				27,258
		Constellation Brands Inc		Common Stock			—				333,941
		Constellation Energy Group		Common Stock			—				1,442
		Constellation Energy Partners LLC Com Unit		Common Stock			—				15,320
		Cooper Industries Plc		Common Stock			—				1,880,488
		Copernic Inc Com New		Common Stock			—				27
		Corning Inc		Common Stock			—				591,919
		Corning Inc		Common Stock			—				17,181
		Corporate Executive Brd Co		Common Stock			—				1,278
		Cortex Pharmaceuticals Inc		Common Stock			—				1,040
		Costco Wholesale Corp		Common Stock			—				33,716
		Costco Whsl Corp New		Common Stock			—				2,018,549
		Covidien Plc		Common Stock			—				1,221,752
		Covidien Plc Shs		Common Stock			—				1,054
		Cowen Group Inc New Cl A		Common Stock			—				947