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 Schedules
December 31, 2007 and 2006

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Index
December 31, 2007 and 2006

		Page(s)
Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006			2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2007 and 2006			3
Notes to Financial Statements			4 - 11
Supplemental Information
Schedule I:     Schedule of Assets (Held at End of Year) as of December 31, 2007			12 - 51
Schedule II:   Schedule of Reportable Transactions for the year ended December 31, 2007			52
Consent of PricewaterhouseCoopers LLP

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

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

/s/ PricewaterhouseCoopers LLP

June 25, 2008

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		2007				2006
Assets
Investments
Cash and cash equivalents		$	34,410,820			$	33,168,843
Common stock (including securities on loan of $59,207,343 in 2007 and $17,081,644 in 2006)			490,726,541				481,186,522
U.S. government and government agency issues (including securities on loan of $4,762,485 in 2007 and $3,262,470 in 2006)			21,467,884				36,187,676
Corporate and other obligations (including securities on loan of $11,196,452 in 2007 and $2,535,299 in 2006)			63,542,158				42,547,956
Commingled funds			393,673,907				378,735,234
Registered investment companies			61,058,770				13,602,410
Participant loans			29,686,366				29,619,239
Synthetic guaranteed investment contracts (including securities on loan of $81,416,421 in 2007 and $63,359,746 in 2006)			591,599,729				612,875,198
Collateral held on loaned securities			152,922,183				87,326,904
Total investments at fair value			1,839,088,358				1,715,249,982
Receivables
Sponsor contribution			5,599,496				—
Accrued interest and dividends			2,010,852				2,922,904
Due from brokers for securities sold			840,899				318,298
			8,451,247				3,241,202
Total assets			1,847,539,605				1,718,491,184
Liabilities
Accounts payable			2,915,049				2,826,722
Due to brokers for securities purchased			1,823,566				1,090,257
Collateral to be paid on loaned securities			152,922,183				87,326,904
Total liabilities			157,660,798				91,243,883
Net assets available for benefits, at fair value			1,689,878,807				1,627,247,301
Adjustment from fair value to contract value for fully benefit-responsive investment contracts			(11,583,546	)			(27,502,635	)
Net assets available for benefits		$	1,678,295,261			$	1,599,744,666

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

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		2007				2006
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments		$	72,706,714			$	114,810,943
Interest			37,847,865				36,837,148
Dividends			8,814,508				6,805,226
Participant loan interest			2,248,233				1,943,886
			121,617,320				160,397,203
Contributions
Sponsor			31,891,497				22,683,169
Participant			75,726,553				65,392,572
			107,618,050				88,075,741
Total additions			229,235,370				248,472,944
Deductions from net assets attributed to
Benefits paid			145,725,779				123,741,653
Plan expenses			4,958,996				4,205,466
Total deductions			150,684,775				127,947,119
Net increase			78,550,595				120,525,825
Net assets available for benefits
Beginning of year			1,599,744,666				1,479,218,841
End of year		$	1,678,295,261			$	1,599,744,666

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

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

1.		General Description of the Plan
		The following description of the Baxter International Inc. and Subsidiaries Incentive Investment Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document and summary plan description for more complete information.
		The Plan allows tax deferred contributions in compliance with Section 401(k) of the Internal Revenue Code. Eligible participants may make pre-tax contributions up to 50% of their eligible annual compensation within certain limitations. The Plan sponsor, Baxter International Inc. (“Baxter”), matches participant contributions up to a maximum of 3% of the employee’s compensation. Participant contributions and Plan sponsor matching contributions are fully vested and nonforfeitable at all times.
		During 2006, Baxter amended the Plan in response to changes made to its U.S. qualified defined benefit pension plan. Employees hired on or after January 1, 2007 receive a higher level of company contributions (an additional non-matching 3% of the employee’s compensation) in the Plan but are not eligible to participate in the pension plan. In addition, these employees automatically have 3% of their annual salary contributed to the Plan if they do not enroll in the Plan within 60 days of their hire date. Employees hired prior to January 1, 2007 who were not fully vested in the pension plan as of December 31, 2006 were required to elect, by April 30, 2007, to either continue their participation in the pension plan and the Plan, or to cease earning additional service in the pension plan as of December 31, 2006 and participate in the higher level of company contributions in the Plan. There was no change to the plans for employees who were fully vested in the pension plan as of December 31, 2006. The additional non-matching contribution becomes fully vested after three years of service.
		Participants may borrow up to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and bear interest at variable rates as outlined in the Plan agreement.
		Participants or their beneficiaries may elect lump-sum benefit payments, or benefits may be paid in installments. Subject to certain provisions specified in the Plan agreement, employed participants may withdraw their pre-tax contributions and related earnings in cases of financial hardship.
		Upon enrollment in the Plan, a participant may direct contributions to any of 18 investment options: Stable Income Fund, Baxter Common Stock Fund, Composite Fund, General Equity Fund, S&P 500 Flagship Fund, International EAFE Equity Index Fund, Small Cap Fund, ten different Target Retirement Funds and the Self-Managed Fund. In addition, certain participants may maintain shares received in connection with Baxter’s 1996 spin-off of Allegiance Corporation (“Allegiance”), which were subsequently converted into common shares of Cardinal Health Inc. (“Cardinal”) upon Cardinal’s acquisition of Allegiance in 1999. These shares are maintained in the Cardinal Health Common Stock Fund. Additionally, certain participants maintain shares in Edwards Lifesciences Corporation. These shares were placed into the Edwards Lifesciences Common Stock Fund in connection with Baxter’s 2000 spin-off of its cardiovascular business. Participants are not able to make contributions to the Cardinal Health Common Stock Fund or the Edwards Lifesciences Common Stock Fund.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

2.		Summary of Significant Accounting Policies
		Basis of Accounting The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. Accordingly, investment income is recognized when earned and expenses are recognized when incurred.
		Reclassifications Certain previously reported amounts have been reclassified to conform with current year presentation.
		Valuation of Investments The valuation of Plan investments is determined as follows:

Cash and cash equivalents		Value based on cost which approximates fair value
Common stock:
Traded on national exchanges		Value based on composite pricing of all national closing sales prices on the valuation date
Traded on over-the-counter market		Value based on last reported sale price defaulting to bid quotations
U.S. government and government agency issues		Value based on reputable pricing vendors that typically use pricing matrices or models
Corporate and other obligations		Value based on reputable pricing vendors that typically use pricing matrices or models
Commingled funds		Value based on net asset value per unit of the underlying funds
Registered investment companies		Value based on the last reported sale price from a national security exchange on the valuation date
Participant loans		Value based on outstanding principal balance which approximates fair value
Synthetic guaranteed investment contracts		Value based on closing prices of the underlying securities on the valuation date
Collateral held on loaned securities		Value based on cost which approximates fair value

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		Income Recognition Plan investment return includes dividend and interest income, gains and losses on sales of investments and unrealized appreciation or depreciation of investments. Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
		The financial statements reflect the net appreciation or depreciation in the fair value of the Plan’s investments. This net appreciation or depreciation consists of realized gains and losses calculated as the difference between proceeds from a sales transaction and cost determined on a moving average basis, and unrealized gains and losses calculated as the change in the fair value between beginning of the year (or purchase date if later) and the end of the year.
		Synthetic Guaranteed Investment Contracts The Plan holds synthetic guaranteed investment contracts (“GICs”) as part of the Stable Income Fund. The synthetic GICs provide for a fixed return on principal over a specified time through fully benefit-responsive contracts issued by Aegon Institutional Markets and Bank of America N.A. The portfolio of assets underlying the synthetic GICs primarily includes U.S. government and government agency issues, corporate and other bonds, 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 value of the wrapper contracts was zero at both December 31, 2007 and 2006.
		Fully benefit-responsive synthetic GICs are valued at contract value, rather than fair value, for determining the net assets available for benefits. Contract value represents contributions, plus earnings, less participant withdrawals and administrative expenses. The wrapper contracts used by the Plan are fully benefit-responsive because the wrapper contract issuers are contractually obligated to make up any shortfall in the event that the underlying asset portfolio has been liquidated and is inadequate to cover participant withdrawals and transfers at contract value. There are currently no reserves against contract values for credit risk of the contract issuers or any other risk. The contract value for the synthetic GICs was $580,016,183 and $585,372,563 at December 31, 2007 and 2006, 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 6.37% and 4.48% at December 31, 2007 and 2006, respectively. The average interest rate credited to participants on the synthetic GICs was approximately 4.91% and 4.73%, respectively, for the years ended December 31, 2007 and 2006. Credit ratings for both issuers of the synthetic GICs at December 31, 2007 and 2006 were AA.
		Events that lead to market value withdrawals that exceed 20 percent of the contract value would limit the ability of the Plan to transact at contract value with participants. These events include restructurings, early retirement plans, divestitures, bankruptcies or as the result of legal, tax or regulatory changes. The Plan sponsor believes that the occurrence of any such event is remote.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

		The wrapper providers can only terminate at a value different than contract value under an event of default (that was not remedied) such as failure to follow the terms of the contract. If a wrapper provider would like to exit the contract for another reason, the Plan can maintain the contract through an extended termination process designed to ensure continued benefit-responsive treatment for withdrawals.
		Payment of Benefits Benefits are recorded when paid.
		Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to the financial statements. Changes in such estimates may affect amounts reported in future periods.
		Other Due from or due to brokers for securities sold or purchased, respectively, represent the net cash value of security trades initiated but not yet settled at each respective year-end.
		Risks and Uncertainties The Plan provides for various investment options which invest in any combination of registered investment companies, U.S. government and government agency issues, corporate and other obligations, common stock, commingled funds, synthetic guaranteed investment contracts and short-term investments. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. Individual participants’ accounts bear the risk of loss resulting from fluctuations in investment values.
		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 value, delinquencies and/or defaults and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
		New Accounting Standard In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157), which clarifies the definition of fair value whenever another standard requires or permits assets or liabilities to be measured at fair value. Specifically, the standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability, and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 does not expand the use of fair value to any new circumstances, and must be applied on a prospective basis except in certain cases. The standard also requires expanded financial statement disclosures about fair value measurements, including disclosure of the methods used and the effect on earnings. Management is in the process of analyzing this new standard, which will be effective for the Plan on January 1, 2008.

Baxter International Inc. and Subsidiaries
Incentive Investment Plan

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

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

4.		Administration of the Plan
		State Street Bank and Trust Company (the “Trustee”) serves as trustee and Citistreet LLC serves as recordkeeper for the Plan.
		The Administrative Committee administers the Plan. The Investment Committee has authority, responsibility and control over the management of the assets of the Plan. Members of both committees are appointed by the Board of Directors of Baxter and are employees of Baxter.
		Substantially all investment manager, trustee and administrative fees incurred in the administration of the Plan were paid from the assets of the Plan.
5.		Investments
		Investments representing five percent or more of the Plan’s net assets available for benefits at December 31, 2007 and 2006 are summarized as follows:

		2007				2006
Baxter Common Stock, 2,902,771 shares and 3,054,026 shares at December 31, 2007 and 2006, respectively		$	168,505,844			$	141,676,250
S&P 500 Flagship Fund			192,376,320				190,704,647
International EAFE Equity Index Fund			129,156,514				107,860,515
Collateral held on loaned securities			152,922,183				87,326,904

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006

Investments as of December 31, 2007 and 2006 are segregated into various investment fund options as follows:

		2007				2006
Cash (available for investment)		$	4,301,955			$	2,319,204
Stable Income Fund			605,560,228				624,175,516
Baxter Common Stock Fund			170,337,601				143,768,460
Composite Fund			164,046,004				169,420,156
General Equity Fund			207,540,018				213,002,241
Cardinal Health Common Stock Fund			10,072,880				13,053,966
S&P 500 Flagship Fund			192,376,320				191,119,118
International EAFE Equity Index Fund			129,156,514				108,219,284
Edwards Lifesciences Common Stock Fund			9,380,048				10,980,586
Small Cap Fund			70,440,158				79,995,302
Self-Managed Fund			47,254,306				42,250,006
Target Retirement Funds			46,013,777				—
Loan Fund			29,686,366				29,619,239
Collateral held on loaned securities			152,922,183				87,326,904
Total investments at fair value			1,839,088,358				1,715,249,982
Adjustment from fair value to contract value for Stable Income Fund			(11,583,546	)			(27,502,635	)
Total investments		$	1,827,504,812			$	1,687,747,347

		The fund amounts above include $30,108,865 and $30,849,639 of cash and cash equivalents at December 31, 2007 and 2006, respectively, which are awaiting investment in their respective portfolios. These amounts are primarily maintained in the State Street Bank Short-Term Investment Fund.
		Net appreciation (depreciation) in fair value for each significant class of investment, which includes realized and unrealized gains and losses, is as follows:

		2007				2006
U.S. government and government agency issues		$	515,579			$	15,044
Corporate and other obligations			(632,387	)			244,970
Baxter common stock			35,540,239				27,164,364
Other common stock			13,929,227				28,564,197
Registered investment companies			310,777				1,029,910
Commingled funds			23,043,279				57,792,458
		$	72,706,714			$	114,810,943

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006

6.		Securities Lending Transactions
		The Plan participates in a securities lending program with the Trustee. The program allows the Trustee to loan securities, which are assets of the Plan, to approved brokers (the “Borrowers”). The Trustee requires the Borrowers, pursuant to a security loan agreement, to deliver collateral to secure each loan. The Plan bears the risk of loss with respect to any unfavorable change in fair value of the invested cash collateral. However, the Borrower bears the risk of loss related to the decrease in the fair value of the securities 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 collateral received pursuant to securities lending transactions is reflected on the Statements of Net Assets Available for Benefits as both an asset and a liability, and has no effect on the net assets available for benefits of the Plan.
		As of December 31, 2007 and 2006, the Plan had securities on loan with a market value of $156,582,701 and $86,239,159, respectively, with cash collateral received of $152,922,183 and $87,326,904, respectively. Cash collateral was invested in a short-term commingled investment fund (Quality D Short-Term Investment Fund) as of December 31, 2007 and 2006.
		Non-cash collateral of $7,699,971 and $802,508 received for securities on loan at December 31, 2007 and 2006, respectively, consisted of U.S. government and government agency issues, equity securities, and corporate and other obligations held by the Trustee on behalf of the Plan. Non-cash collateral is not included with the collateral balances on the Statements of Net Assets Available for Benefits because it is not 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 $335,683 and $239,526 for 2007 and 2006, respectively. Securities lending income is classified as interest income in the Statements of Changes in Net Assets Available for Benefits.
7.		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. The 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.
8.		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, 2007 and 2006

9.		Related Parties
		At December 31, 2007 and 2006, the Plan held units of participation in certain common/collective trust funds and short-term investment funds of State Street Bank and Trust Company, the Plan trustee, shares of common stock of Baxter, the Plan sponsor, loans with participants, units of commingled funds and registered investment companies managed by Pacific Investment Management Company, an investment manager for the Plan, and shares of common stock and fixed income securities in various affiliates of Citistreet LLC, the recordkeeper. These transactions are allowable party-in-interest transactions under ERISA and the regulations promulgated thereunder.

SUPPLEMENTAL SCHEDULES

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

Identity of Issue				Description of Investment		Cost**				Current Value
		Cash and Cash Equivalents:
*		SSGA MONEY MARKET FUND		Short-Term Investment Fund		$	—			$	9,435,749
*		STATE STREET BANK & TRUST CO		Short-Term Investment Fund			—				24,975,013
		US DOLLAR		Short-Term Investment Fund			—				58
		Cash and cash equivalents								$	34,410,820
		Common Stock:
		3COM CORP		Common stock		$	—			$	3,616
		3DICON CORP		Common stock			—				1,700
		3M COMPANY		Common stock			—				11,877
		8X8 INC NEW		Common stock			—				2,670
		A A R CORP		Common stock			—				13,691
		ABB LTD		Common stock			1,998,027				2,221,334
		ABB LTD SPONSORED ADR		Common stock			—				68,659
		ABBOT LTD		Common stock			4,194,039				4,408,466
		ABBOTT LABORATORIES		Common stock			—				52,827
		ABERDEEN ASIA PACIFIC INCOME FD INC		Common stock			—				11,668
		ACCLAIM ENTERTAINMENT INC		Common stock			—				1
		ACCO BRANDS CORP COM		Common stock			—				112
		ACCURAY INC DEL COM		Common stock			—				10,776
		ACTIVISION INC		Common stock			—				4,455
		ADAPTIVE BROADBAND CORP		Common stock			—				43
		ADC TELECOMMUNICATNS INC COM NEW		Common stock			—				2,208
		ADEPT TECHNOLOGY INC COM NEW		Common stock			—				3,896
		ADOBE SYS INC		Common stock			1,727,750				1,751,264
		ADOBE SYS INC		Common stock			—				5,897
		ADVANCED MICRO DEVICES INC		Common stock			—				23,250
		ADVANTA CORP CL B		Common stock			—				18,771
		ADVANTAGE ENERGY INCOME FD TR UNIT I		Common stock			—				9,267
		AEGEAN MARINE PETROLEUM NETWORK INC ATHENS GREECE		Common stock			—				959
		AEGON N V		Common stock			—				1,315
		AERO GROW INTL INC COM		Common stock			—				9,842
		AEROVIRNMENT INC		Common stock			—				12,100
		AES CORP		Common stock			834,920				1,037,201
		AFFYMETRIX INC		Common stock			—				2,314
		AFLAC INC		Common stock			—				22,122
		AGILYSYS INC COM		Common stock			—				3,782
		AGNICO EAGLE MINES LTD I		Common stock			—				74,297
		AIR PRODS & CHEMS INC		Common stock			2,101,895				2,435,116
		AKAMAI TECHNOLOGIES INC		Common stock			—				2,284
		AKSYS LTD		Common stock			—				5
		ALCATEL LUCENT SPON ADR		Common stock			—				32,025
		ALCOA INC		Common stock			1,490,004				1,476,322
		ALCON INC		Common stock			2,484,097				3,771,718
		ALESCO FINL INC COM		Common stock			—				1,017
		ALEXCO RESOURCE CORP COM		Common stock			—				11,382
		ALJ REGL HLDGS INC		Common stock			—				200
		ALKERMES INC		Common stock			—				7,795
		ALLEGHENY ENERGY INC		Common stock			—				6,361
		ALLEGHENY TECH INC		Common stock			—				8,726
		ALLIANCE PHARMACEUTICAL CORP COM NEW		Common stock			—				24
		ALLIED CAPITAL CORP		Common stock			—				4,300
		ALLOS THERAPEUTICS INC		Common stock			—				34,281
		ALLSTATE CORP		Common stock			639,582				618,972
		ALMADEN MINERALS LTD		Common stock			—				7,530
		ALMOST FAMILY INC		Common stock			—				1,943
		ALON USA ENERGY INC COM		Common stock			—				12,231
		ALPINE TOTAL DYNAMIC DIVID FD COM SH BEN INT		Common stock			—				5,094
		ALTAIR NANOTECH INC COM		Common stock			—				4,442
		ALTRIA GROUP INC		Common stock			1,027,696				1,015,118
		ALTRIA GROUP INC		Common stock			1,861,978				4,456,067
		ALTRIA GROUP INC		Common stock			—				111,735
		ALTUS PHARMACEUTICALS INC COM		Common stock			—				1,062
		ALUMINUM CORP CHINA LTD SPON ADR REPSTG H SHS		Common stock			—				51,501
		ALVARION LTD N/C FROM M20385106		Common stock			—				4,750
		AMARIN CORP PLC SPONSORED ADR ISIN #US0231111073 SEDOL #2301938		Common stock			—				22,932
		AMBAC FINL GROUP INC FRMLY AMBAC INC		Common stock			—				6,829
		AMDOCS LTD ORD		Common stock			—				6,894

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

		AMEDISYS INC		Common stock			—				4,852
		AMER INTL GROUP INC		Common stock			—				7,923
		AMERICA MOVIL SAB DE CV		Common stock			1,514,619				1,782,443
		AMERICA MOVIL SERIES L ADR		Common stock			—				23,594
		AMERICAN CAPITAL STRATEGIES		Common stock			—				11,147
		AMERICAN DAIRY INC		Common stock			—				2,072
		AMERICAN EAGLE OUTFITTERS		Common stock			—				4,362
		AMERICAN ELEC PWR INC		Common stock			689,651				777,087
		AMERICAN EXPRESS CO		Common stock			—				2,341
		AMERICAN INTL GROUP		Common stock			3,762,686				3,396,965
		AMERICAN INTL GROUP		Common stock			639,487				529,696
		AMERICAN ORIENTAL BIOENGINEERING INC		Common stock			—				6,205
		AMERICAN SAFETY INS GROUP LTD		Common stock			—				19,650
		AMERISOURCEBERGEN CORP		Common stock			890,744				877,388
		AMGEN INC		Common stock			—				55,124
		AMREP CORP NEW FRMLY OLD		Common stock			—				1,222
		AMYLIN PHARM INC		Common stock			—				18,500
		ANADARKO PETE CORP		Common stock			—				3,285
		ANALOG DEVICES INC		Common stock			—				4,755
		ANDREA ELECTRONICS CORP FRMLY ANDREA RADIO CORP		Common stock			—				43
		ANGIOTECH PHARM INC		Common stock			—				919
		ANGLO AMERN PLC ADR NEW		Common stock			—				6,107
		ANHEUSER BUSCH COMPANIES INC		Common stock			—				8,374
		ANTIGENICS INC DEL		Common stock			—				7,089
		AON CORP		Common stock			559,208				876,014
		APACHE CORP		Common stock			—				22,477
		APOLLO GROUP INC		Common stock			—				4,209
		APOLLO INVT CORP COM SH BEN INT		Common stock			—				4,536
		APPLE COMPUTER INC		Common stock			—				1,566,615
		APPLE INC		Common stock			3,012,855				9,453,293
		APPLERA CORP. — APPLIED BIOSYS GROUP		Common stock			—				6,784
		APPLIED DIGITAL SOLUTIONS INC COM NEW		Common stock			—				3,531
		APPLIED MATERIALS INC		Common stock			—				5,506
		APPLIED MICRO CIRCUITS CORP COM NEW		Common stock			—				1,031
		APT SATELLITE HOLDING LTD ADR ISIN #US00203R1059		Common stock			—				1,290
		AQUA AMERICA INC		Common stock			—				4,730
		ARCELORMITTAL SA LUXEMBOURG		Common stock			1,197,183				2,215,282
		ARCELORMITTAL SA LUXEMBOURG N Y REGISTRY SHS		Common stock			—				15,532
		ARCH COAL INC		Common stock			—				51,678
		ARCHER DANIELS MIDLAND		Common stock			—				13,300
		ARENA PHARMACEUTICALS INC		Common stock			—				470
		ARIES MARITIME TRANSPORT LIMITED SHS		Common stock			—				3,275
		ARKANSAS BEST CORP		Common stock			—				27,425
		AROTECH CORP COM NEW		Common stock			—				300
		ASSURANT INC		Common stock			—				6,706
		ASSURED GUARANTY LTD SHS ISIN #BMG0585R1060		Common stock			—				17,118
		ASTRAZENECA PLC- SPONS ADR		Common stock			—				1,927
		AT&T INC		Common stock			4,038,832				4,001,757
		AT&T INC COM		Common stock			—				80,883
		ATARI INC COM NEW		Common stock			—				610
		ATHENAHEALTH INC DELAWARE		Common stock			—				144
		ATHEROGENICS INC		Common stock			—				190
		ATSI COMMUNICATIONS INC COM NEW		Common stock			—				215
		ATWOOD OCEANICS INC		Common stock			—				5,012
		AUDIOCODES LTD		Common stock			—				1,012
		AURIZON MINES LTD ISIN #CA05155P1062 SEDOL #2064413		Common stock			—				7,780
		AUTHENTEC INC		Common stock			—				654
		AUTODESK INC		Common stock			—				1,742
		AUTOLIV		Common stock			626,241				567,401
		AUTOMATIC DATA PROCESSING INC		Common stock			—				15,808
		AVANEX CORP		Common stock			—				1,000
		AVANIR PHARMACEUTICALS CL A NEW		Common stock			—				871
		AVANT IMMUNOTHERAPEUTICS INC		Common stock			—				2,000
		AVI BIOPHARMA INC		Common stock			—				423
		AVIS BUDGET GROUP INC COMMON		Common stock			—				910
		AXT INC		Common stock			—				12,400
		AZZ INC		Common stock			—				28,350
		BACKWEB TECHNOLOGIES LTD		Common stock			—				131
		BAIDU COM INC SPON ADR RESTG ORD SHS CL A		Common stock			—				53,013

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

		BAKER HUGHES INC		Common stock			3,540,464				3,419,947
*		BANK AMER CORP		Common stock			3,485,598				3,923,322
*		BANK AMER CORP		Common stock			606,778				546,015
*		BANK OF AMERICA CORP		Common stock			—				178,053
		BARCLAYS BK PLC IPATH ETNS LKD MSCI INDIA TOTAL RETURN INDEX		Common stock			—				31,880
		BARCLAYS BK PLC IPATH INDEX LKD SECS		Common stock			—				8,984
		BARR LABS INC		Common stock			—				11,894
		BARR PAHRAMCEUTICALS		Common stock			989,903				991,122
		BARRICK GOLD CORP		Common stock			448,310				651,983
		BASIN WTR INC COM		Common stock			—				12,405
*		BAXTER INTL INC		Common stock			126,044,053				167,714,551
*		BAXTER INTL INC		Common stock			—				791,293
		BAYER AG SPONSORED ADR SEDOL #4087117		Common stock			—				23,455
		BB & T CORP		Common stock			—				7,854
		BCE INC COM NEW ISIN #CA05534B7604 SEDOL #B188TH2		Common stock			—				39,740
		BEA SYSTEMS INC		Common stock			—				158
		BEACON PWR CORP COM		Common stock			—				24,320
		BEAR STEARNS COS INC		Common stock			—				8,825
		BED BATH & BEYOND INC		Common stock			—				2,939
		BENCHMARK ELECTRS INC COM		Common stock			—				2,128
		BERKSHIRE HATHAWAY INC DEL CL B		Common stock			—				161,024
		BEST BUY INC		Common stock			—				13,211
		BG GROUP PLC ADS REP 5 ORD SHS		Common stock			—				11,555
		BHP BILLITON LTD SPON ADR ISIN #US0886061086 SEDOL #2144337		Common stock			—				135,878
		BIMINI CAP MGMT INC CL A N/C FROM 68384A100		Common stock			—				250
		BIOCRYST PHARMACEUTICALS INC		Common stock			—				12,360
		BIOMERICA INC		Common stock			—				21,700
		BJ SERVICES CO COM		Common stock			—				16,982
		BLACK & DECKER CORPORATION		Common stock			927,676				791,024
		BLACK BOX CORP		Common stock			—				1,809
		BLACKSTON GROUP		Common stock			1,367,429				1,014,075
		BLOCK (H&R) INC		Common stock			—				8,234
		BLOCKBUSTER INC CL A		Common stock			—				585
		BOEING CO		Common stock			—				34,686
		BOOKHAM INC COM ISIN #US09856E1055 SEDOL #B01W5C1		Common stock			—				238
		BORG WARNER INC		Common stock			366,389				764,937
		BOSTON SCIENTIFIC		Common stock			—				28,749
		BOSTON SCIENTIFIC CORP		Common stock			1,214,197				738,518
		BP PLC		Common stock			2,117,235				2,427,968
		BRISTOL MYERS SQUIBB		Common stock			—				18,329
		BROADCOM CORP CL A		Common stock			—				42,608
		BROADCOM INC		Common stock			2,865,130				2,311,755
		BROADRIDGE FINANCIAL SOLUTIONS LLC		Common stock			—				1,682
		BROOKFIELD ASSET MGMT INC		Common stock			—				35,492
		BROOKFIELD HOMES CORP		Common stock			—				31
		BROOKLINE BANCORP INC DEL COM		Common stock			—				5,903
		BUFFALO WILD WINGS INC		Common stock			—				4,249
		BURLINGTON NORTHERN SANTA FE CORP		Common stock			—				72,168
		C S X CORP		Common stock			—				50,688
		CABOT CORP		Common stock			—				11,728
		CADBURY SCHWEPPES PLC ADR EA REPSTG 4 ORD SHS		Common stock			—				49,370
		CALAMOS CONV & HIGH INCOME FD COM SHS		Common stock			—				2,630
		CALAMP CORP		Common stock			—				46,398
		CALPINE CORP		Common stock			—				455
		CAMECO CORP		Common stock			—				4,783
		CAMERON INTL CORP COM		Common stock			—				3,754
		CAMERON INTL GROUP		Common stock			1,361,685				1,473,493
		CAMPBELL SOUP CO		Common stock			—				3,667
		CANADIAN SOLAR INC COM		Common stock			—				14,075
		CANETIC RES TR COM		Common stock			—				4,639
		CAPITALSOURCE INC		Common stock			—				6,651
		CAPITOL BANCORP LTD		Common stock			—				14,263
		CAPSTONE TURBINE CORP		Common stock			—				8,150
		CARDIAC SCIENCE CORP		Common stock			—				243
		CARDINAL HEALTH INC		Common stock			—				10,135,744
		CARDIOTECH INTL INC		Common stock			—				340
		CARMAX INC		Common stock			—				3,950
		CARTER INC FORMERLY CARTER HLDG INC		Common stock			—				8,030

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

		CATERPILLAR INC		Common stock			864,351				824,073
		CATERPILLAR INC		Common stock			—				53,694
		CB RICHARD ELLIS GROUP INC CL A		Common stock			—				9,698
		CBIZ INC COM		Common stock			—				2,354
		CBS CORP CLASS B		Common stock			1,442,007				1,536,644
		CDC CORPORATION SHS A		Common stock			—				24,350
		CELGENE CORP		Common stock			2,552,139				1,898,453
		CELGENE CORP		Common stock			—				21,950
		CELL GENESYS INC		Common stock			—				1,288
		CELLCOM ISRAEL LTD SHS		Common stock			—				3,176
		CEMEX S A SPONS ADR NEW REP ORD		Common stock			—				16,699
		CENTRAL FD CDA CL A		Common stock			—				10,841
		CERAGON NETWORKS LTD REG SHS		Common stock			—				1,484
		CHARTER COMM INC DEL CL A		Common stock			—				1,755
		CHECK POINT SOFTWARE TECH LTD SHS		Common stock			—				10,979
		CHESAPEAKE ENERGY CORPORATION OKLAHOMA		Common stock			—				851,051
		CHEVRON CORP		Common stock			2,327,408				4,110,804
		CHEVRONTEXACO CORP		Common stock			—				75,069
		CHICAGO BRIDGE & IRON CO NV SHS		Common stock			—				15,110
		CHINA FD INC		Common stock			—				4,258
		CHINA FIRE & SEC GROUP INC		Common stock			—				644
		CHINA LIFE INS CO LTD SPON ADR REPSTG H SHS		Common stock			—				76,500
		CHINA PETEROLEUM & CHEM CORP SPON ADR REPSTG H SHS		Common stock			—				2,964
		CHINA SUNERGY CO LTD SPONSORED ADR		Common stock			—				661
		CHINA YUCHAI INTERNATIONAL LTD		Common stock			—				29,730
		CIENA CORP COM NEW DELAWARE		Common stock			—				68
		CIGNA CORP		Common stock			679,958				1,034,718
		CINTAS CORP		Common stock			—				2,690
		CIRCUIT CITY STORES INC		Common stock			—				2,100
		CIRRUS LOGIC INC		Common stock			—				528
		CISCO SYS INC		Common stock			5,990,857				6,172,808
		CISCO SYS INC		Common stock			—				295,983
		CIT GROUP INC NEW COM		Common stock			—				4,806
		CITADEL BROADCASTING CORP		Common stock			—				194
*		CITIGROUP INC		Common stock			1,520,933				947,820
*		CITIGROUP INC		Common stock			—				145,039
		CLAYMORE EXCHANGE TRADED FD TR BNY BRIC PTF		Common stock			—				48,478
		CLEAR CHANNEL COMM INC		Common stock			—				34,520
		CLOROX CO		Common stock			526,462				637,167
		CLOUGH GLOBAL OPPORTUNITIES FD SH BEN INT		Common stock			—				88,071
		CME GROUP INC		Common stock			3,165,455				4,054,702
		COACH INC		Common stock			—				3,058
		COCA COLA CO		Common stock			—				46,109
		COEUR D ALENE MINES CORP		Common stock			—				19,760
		COGENT INC		Common stock			—				558
		COGNIZANT TECHNOLOGY SOLUTIONS INC		Common stock			—				13,576
		COHEN & STEERS PREM INCOME RLTY FD INC		Common stock			—				9,257
		COLDWATER CREEK INC		Common stock			—				1,338
		COLGATE PALMOLIVE INC		Common stock			2,670,381				2,894,877
		COLONIAL BANCGROUP		Common stock			—				5,078
		COMBIMATRIX CORP DEL		Common stock			—				758
		COMCAST CORP		Common stock			1,407,448				991,823
		COMCAST CORP NEW CL A		Common stock			—				4,565
		COMCAST CORP NEW CL A SPL		Common stock			—				7,248
		COMMTOUCH SOFTWARE LTD		Common stock			—				1,009
		COMPANHIA SIDERURGICA NACIONAL SPONS ADR REPTSG ORD SHS		Common stock			—				22,927
		COMPASS MINERALS INTL INC		Common stock			—				3,690
		COMPUCREDIT CORP		Common stock			—				938
		COMPUWARE CORP		Common stock			—				2,664
		CONEXANT SYSTEMS, INC.		Common stock			—				2,158
		CONOCOPHILLIPS		Common stock			2,962,619				4,761,283
		CONOCOPHILLIPS		Common stock			—				74,172
		CONSOL ENERGY INC		Common stock			—				3,576
		CONSOLIDATED TOMOKA LD CO		Common stock			—				6,287
		COOPER TIRE & RUBBER CO		Common stock			—				24,870
		COPART INC		Common stock			—				4,255
		COPERNIC INC ISIN #CA21727W1077		Common stock			—				3,384
		CORNING INC		Common stock			—				14,860
		CORPORATE EXECUTIVE BRD CO		Common stock			—				3,366

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

		COSTCO WHOLESALE CORP		Common stock			—				488
		COUNTRYWIDE FINANCIAL CORPORATION		Common stock			—				15,207
		COVAD COMMUNICATIONS GROUP INC		Common stock			—				86
		COVIDIEN LIMITED COM SHS ISIN #BMG2552X1083		Common stock			—				974
		COVIDIEN LTD		Common stock			584,018				620,010
		COWEN GROUP INC COM		Common stock			—				1,522
		CPFL ENERGIA S A SPONSORED ADR		Common stock			—				5,666
		CREDIT SUISSE GROUP		Common stock			812,348				765,658
		CREE INC		Common stock			—				12,362
		CROCS INC COM		Common stock			—				34,785
		CRYPTOLOGIC LIMITED SHS		Common stock			—				7,283
		CUBIST PHARMACEUTICALS INC		Common stock			—				4,102
		CVS CORP DEL		Common stock			—				13,038
		CYTEC INDS INC		Common stock			463,332				443,949
		D R HORTON INC		Common stock			—				26,340
		DAIMLERCHRYSLER AG ORD		Common stock			—				2,466
		DANAHER CORP		Common stock			—				877
		DARDEN RESTAURANTS		Common stock			—				2,771
		DATA RACE INC		Common stock			—				4
		DATALINK CORP		Common stock			—				16,273
		DAYSTAR TECHNOLOGIES INC		Common stock			—				625
		DECODE GENETICS INC		Common stock			—				3,680
		DEERE & CO		Common stock			—				11,195
		DEERE & CO.		Common stock			2,517,737				3,604,952
		DEERFIELD CAP CORP COM		Common stock			—				3,384
		DELCATH SYSTEMS INC COM		Common stock			—				3,700
		DELL INC N/C		Common stock			—				4,583
		DELPHI AUTOMOTIVE SYSTEMS		Common stock			—				24
		DENDREON CORP		Common stock			—				49,076
		DEUTSCHE BANK AG		Common stock			872,414				869,054
		DIAGEO PLC		Common stock			—				8,738
		DIAMOND OFFSHORE DRILLING INC		Common stock			—				15,166
		DIGI INTL INC		Common stock			—				922
		DIGITAL LIGHTWAVE INC		Common stock			—				446
		DIRECTV GROUP INC		Common stock			—				23,120
		DISCOVER FINL SVCS		Common stock			—				4,750
		DISNEY WALT CO		Common stock			812,004				997,811
		DISNEY WALT CO DEL (HOLDING COMPANY)		Common stock			—				66,690
		DOLBY LABORATORIES INC CL A		Common stock			—				7,458
		DORAL FINL CORP COM NEW		Common stock			—				902
		DOT HILL SYS CORP N/C FROM 10316R108		Common stock			—				243
		DOUBLE TAKE SOFTWARE COM		Common stock			—				4,344
		DOW CHEM CO		Common stock			2,285,060				2,016,587
		DOW CHEMICAL CO		Common stock			—				35,626
		DOWNEY FINL CORP		Common stock			—				31,110
		DRDGOLD LTD SPONSORED ADR REPSTG 10 SHS		Common stock			—				710
		DRUGSTORE.COM INC		Common stock			—				2,475
		DRYSHIPS INC		Common stock			—				29,823
		DU PONT E I DE NEMOURS & CO		Common stock			—				51,670
		DUKE ENERGY CORP NEW COM		Common stock			—				56,816
		DUKE REALTY CORP		Common stock			—				8,554
		DXP ENTERPRISES INC NEW		Common stock			—				3,734
		DYNEGY INC DEL CL A		Common stock			—				11,603
		E M C CORP MASS		Common stock			—				61,149
		E TRADE GROUP INC.		Common stock			—				13,100
		EAGLE BULK SHIPPING INC		Common stock			—				17,534
		EATON VANCE LTD DURATION INCOME FD		Common stock			—				7,465
		EBAY INC		Common stock			—				21,208
		EDGE PETE CORP		Common stock			—				593
		EDWARDS LIFESCIENCES CORP		Common stock			—				9,208,208
		EDWARDS LIFESCIENCES CORP		Common stock			—				5,795
		EL PASO CORP		Common stock			729,325				1,050,493
		EL PASO CORP		Common stock			—				517
		ELAN CORP PLC ADR		Common stock			—				21,980
		ELDORADO GOLD CORP NEW ISIN #CA2849021035		Common stock			—				5,800
		EMBARQ CORP COM		Common stock			—				3,219
		EMC CORP		Common stock			1,360,791				1,057,728
		EMERGENT BIOSOLUTIONS INC COM		Common stock			—				1,518

Baxter International Inc. and Subsidiaries
Incentive Investment Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)		Schedule I
December 31, 2007

		EMERSON ELEC		Common stock			1,650,936				1,964,058
		EMULEX CORP COM NEW		Common stock			—				1,877
		ENBRIDGE INC		Common stock			—				2,022
		ENCYSIVE PHARMACEUTICALS INC		Common stock			—				102
		ENERGY CONVERSION DEVICES INC		Common stock			—				3,365
		ENERGYSOLUTIONS INC DEPOSITARY SH		Common stock			—				2,699
		ENERPLUS RES FD TR UNIT SER G NEW		Common stock			—				6,916
		ENI SPA ADR		Common stock			—				7,499
		ENTEREGY COPR NEW		Common stock			435,457				991,495
		ENTRAVISION COMMUNICATIONS CORP CL A		Common stock			—				1,175
		ENTREMED INC		Common stock			—				498
		ENVIRONMENTAL PWR CORP COM NEW		Common stock			—				2,514
		EOG RESOURCES INC		Common stock			2,176,270				2,309,299
		EPICOR SOFTWARE CORP		Common stock			—				5,890
		EPIX PHARMACEUTICALS INC COM NEW		Common stock			—				6,698
		ESS TECHNOLOGY INC		Common stock			—				399
		EV3 INC		Common stock			—				57,195
		EXELIXIS INC		Common stock			—				4,444
		EXELON CORP		Common stock			—				40,820
		EXETER RESOURCE CORP ISIN #CA3018351047		Common stock			—				16,260
		EXPEDIA INC DEL COM		Common stock			—				3,984
		EXXON MOBIL		Common stock			3,499,516				5,218,467
		EXXON MOBIL CORP		Common stock			—				14,108
		FAMILY DOLLAR STORES INC		Common stock			—				962
		FASTENAL CO		Common stock			—				43,452
		FEDERAL HOME LN		Common stock			2,365,623				1,288,669
		FEDERAL NATL MTG		Common stock			1,137,286				702,803
		FEDERAL NATL MTG ASSN		Common stock			—				3,998
		FEDEX CORP		Common stock			—				4,459
		FIDELITY NATL FINL		Common stock			481,199				265,123
		FINISAR CORP		Common stock			—				2,900
		FIRST AMERICAN CORP		Common stock			—				1,706
		FIRST FINL FD INC		Common stock			—				14,287
		FIRST MARBLEHEAD CORP		Common stock			—				4,361
		FIRST SOLAR INC COM		Common stock			—				17,364
		FIRST TR EXCHANGE TRADED FD DOW JONES INTERNET INDEX FD		Common stock			—				10,052
		FIRST TR ISE CHINDIA INDEX FD		Common stock			—				2,079
		FIRST TR MORNINGSTAR DIVID LEADERS INDEX FD SHS		Common stock			—				6,042
		FISERV INC		Common stock			—				6,992
		FLAGSTAR BANCORP INC		Common stock			—				418
		FLANDERS CORP		Common stock			—				11,220
		FLEXTRONICS INTERNATIONAL		Common stock			2,615,521				1,729,034
		FLEXTRONICS INTERNATIONAL		Common stock			1,004,480				1,001,645
		FLOTEK INDS INC DEL		Common stock			—				1,261
		FLOWSERVE CORP		Common stock			—				9,620
		FLUOR CORP NEW		Common stock			—				26,567
		FLURO CORP NEW		Common stock			2,312,364				2,878,192
		FMC TECHNOLOGIES INC		Common stock			—				8,505
		FOOD TECHNOLOGY SVC INC		Common stock			—				1,370
		FORBES MEDI-TECH INC		Common stock			—				13
		FORD MTR CO DEL COM		Common stock			—				17,431
		FORDING CDN COAL TR		Common stock			—				8,492
		FORTUNE BRANDS INC		Common stock			—				6,874
		FOUNDATION COAL HLDGS INC		Common stock			—				5,250
		FPL GROUP INC		Common stock			—				7,315
		FRANKLIN RES INC		Common stock			3,170,779				3,808,381
		FREEPORT MCMORAN COPPER & GOLD INC.		Common stock			—				5,122
		FRONTLINE LTD		Common stock			—				4,565
		FUEL SYS SOLUTIONS INC COM		Common stock			—				7,145
		FUEL TECH INC COM		Common stock			—				1,767
		FUSHI INTL INC COM		Common stock			—				10,068
		FUTUREMEDIA PLC SPONSORED ADR COM NEW DEC 2007		Common stock			—				2
		GAMESTOP CORP NEW CL A		Common stock			—				47,514
		GAMING PARTNERS INTL CORP		Common stock			—				1,755
		GARMIN LTD REG SHS		Common stock			—				57,147
		GASTAR EXPL LTD		Common stock			—				12,500
		GENERAL MTRS CORP		Common stock			1,671,652				1,157,754
		GENENTECH INC		Common stock			—				53,254
		GENERAL DYNAMICS CORP		Common stock			—				4,450