PART I

ITEM 1. FINANCIAL STATEMENTS.

Dade Behring Holdings, Inc.
Condensed Consolidated Balance Sheets
June 30, 2007 and December 31, 2006
(In millions of U.S. dollars, except share-related data)
(Unaudited)

	March 31, 2007			December 31, 2006
	(Dollars in millions, except share-related data)						June 30, 2007			December 31, 2006
Assets
Current assets:
Cash and cash equivalents		$	37.7		$	24.4		$	51.6		$	24.4
Accounts receivable, net		361.2			359.5			390.9			359.5
Inventories		217.8			189.7			234.6			189.7
Prepaid expenses and other current assets		20.4			23.2			16.9			23.2
Deferred income taxes		101.8			115.9			91.1			115.9
Total current assets		738.9			712.7			785.1			712.7
Property, plant and equipment, net		487.9			488.5			493.2			488.5
Deferred income taxes		153.5			138.6			148.9			138.6
Identifiable intangible assets, net		332.8			339.0
Intangible assets, net								325.3			339.0
Goodwill		169.3			169.6			168.6			169.6
Other assets		30.6			27.0			30.3			27.0
Total assets		$	1,913.0		$	1,875.4		$	1,951.4		$	1,875.4
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt		$	16.3		$	14.8		$	5.3		$	14.8
Accounts payable		81.7			78.9			83.3			78.9
Accrued liabilities		267.8			273.6			280.7			273.6
Total current liabilities		365.8			367.3			369.3			367.3
Long-term debt		510.3			495.0			595.0			495.0
Deferred income taxes		33.6			33.5			32.4			33.5
Other liabilities		187.6			170.4			189.4			170.4
Total liabilities		1,097.3			1,066.2			1,186.1			1,066.2
Commitments and contingencies
Shareholders’ equity:
Common Stock: $.01 par value; 150,000,000 shares authorized at March 31, 2007 and December 31, 2006, respectively; 82,102,452 and 82,860,364 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively		0.8			0.8
Common Stock: $.01 par value; 150,000,000 shares authorized at June 30, 2007 and December 31, 2006, respectively; 80,153,423 and 82,860,364 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively								0.8			0.8
Additional paid-in capital		441.2			475.0			335.5			475.0
Retained earnings		335.2			299.1			381.3			299.1
Accumulated other comprehensive income		38.5			34.3			47.7			34.3
Total shareholders’ equity		815.7			809.2			765.3			809.2
Total liabilities and shareholders’ equity		$	1,913.0		$	1,875.4		$	1,951.4		$	1,875.4

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dade Behring Holdings, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
For the Quarters and Six-Months Ended June 30, 2007 and 2006
(In millions of U.S. dollars, except share-related data)
(Unaudited)

	Quarter Ended March 31, 2007				Quarter Ended March 31, 2006				Quarter Ended June 30,								Six-Months Ended June 30,
	(Dollars in millions, except per share data)								2007				2006				2007				2006
Net sales		$	459.2			$	415.7			$	480.8			$	444.5			$	940.0			$	860.2
Cost of goods sold		207.8				183.1				215.3				198.3				423.2				381.4
Gross profit		251.4				232.6				265.5				246.2				516.8				478.8
Operating costs and expenses:
Marketing and administrative expenses		141.4				137.2				146.2				141.2				287.6				278.4
Research and development expenses		38.3				37.4				39.1				41.1				77.4				78.5
Restructuring expense (income)		(0.5		)		—				(0.5		)		—				(1.0		)		—
Income from operations		72.2				58.0				80.7				63.9				152.8				121.9
Other income (expense):
Interest expense		(9.3		)		(6.4		)		(9.8		)		(5.7		)		(19.1		)		(12.1		)
Interest income		1.2				1.1				1.7				1.4				2.9				2.5
Foreign exchange gain (loss)		(1.1		)		2.0				(1.0		)		(1.7		)		(2.1		)		0.3
Other		(2.0		)		(0.3		)		0.1				(0.1		)		(1.9		)		(0.4		)
Income before income tax expense		61.0				54.4				71.7				57.8				132.6				112.2
Income tax expense		20.8				20.2				21.4				20.2				42.2				40.4
Net income		40.2				34.2				50.3				37.6				90.4				71.8
Other comprehensive income, net of income tax:
Foreign currency translation adjustments		4.6				5.4				8.5				12.7				13.1				18.1
Net loss on derivative instruments		(0.4		)		—
Net gain (loss) on derivative instruments										0.7				(1.3		)		0.3				(1.3		)
Other comprehensive income, net of income tax		4.2				5.4				9.2				11.4				13.4				16.8
Comprehensive income		$	44.4			$	39.6			$	59.5			$	49.0			$	103.8			$	88.6
Basic net income per common share:		$	0.49			$	0.39			$	0.62			$	0.43			$	1.10			$	0.82
Diluted net income per common share:		$	0.48			$	0.38			$	0.61			$	0.43			$	1.08			$	0.81

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dade Behring Holdings, Inc.
Condensed Consolidated Statement of Changes in Shareholders’ Equity
~~(Unaudited)~~For the Six-Months Ended June 30, 2007
(~~Dollars in~~In millions of U.S. dollars, except share-related data)
(Unaudited)

	Common Stock					Additional Paid-in				Retained				Accumulated Other Comprehensive				Total Shareholders’				Common Stock					Additional Paid-in				Retained				Accumulated Other Comprehensive			Total Shareholders’
	Shares		Amount			Capital				Earnings				Income				Equity				Shares		Amount			Capital				Earnings				Income			Equity
Balance at December 31, 2006	82,860,364			$	0.8		$	475.0			$	299.1			$	34.3			$	809.2		82,860,364			$	0.8		$	475.0			$	299.1			$	34.3		$	809.2
Net income	—			—			—				40.2				—				40.2			—			—			—				90.4				—			90.4
Dividends paid ($.05 per common share)	—			—			—				(4.1		)		—				(4.1		)
Dividends paid ($.10 per common share)																						—			—			—				(8.2		)		—			(8.2		)
Repurchase of common stock	(1,219,428	)		—			(50.7		)		—				—				(50.7		)	(3,596,410	)		—			(174.5		)		—				—			(174.5		)
Nonemployee directors’ compensation plan	—			—			0.1				—				—				0.1			—			—			0.1				—				—			0.1
Issuance of stock—employee share purchase program																						155,874			—			5.0				—				—			5.0
Exercise of stock options	461,516			—			7.6				—				—				7.6			733,595			—			12.9				—				—			12.9
Stock-based compensation expense	—			—			6.2				—				—				6.2			—			—			12.3				—				—			12.3
Excess tax benefits from stock-based compensation	—			—			3.0				—				—				3.0			—			—			4.7				—				—			4.7
Net loss on derivative instruments and marketable securities, net of income taxes	—			—			—				—				(0.4		)		(0.4		)
Net gain on derivative instruments, net of income taxes																						—			—			—				—				0.3			0.3
Cumulative translation adjustment	—			—			—				—				4.6				4.6			—			—			—				—				13.1			13.1
Balance at March 31, 2007	82,102,452			$	0.8		$	441.2			$	335.2			$	38.5			$	815.7
Balance at June 30, 2007																						80,153,423			$	0.8		$	335.5			$	381.3			$	47.7		$	765.3

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dade Behring Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
For the Six-Months Ended June 30, 2007 and 2006
(In millions of U.S. dollars)
(Unaudited)

	Quarter Ended March 31, 2007				Quarter Ended March 31, 2006
	(Dollars in millions)								2007			2006
Operating Activities:
Net income		$	40.2			$	34.2		$	90.4		$	71.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		45.8				37.0			92.5			77.0
Net loss on disposal of fixed assets		0.3				0.4			1.5			2.6
Stock-based compensation expense		6.2				5.0			12.3			10.0
Deferred income taxes		13.7				8.3			30.8			16.8
Changes in balance sheet items:
Accounts receivable, net		0.6				12.8			(24.7		)	(27.3		)
Inventories		(25.8		)		(11.4		)	(40.6		)	(12.9		)
Prepaid expenses and other current assets		3.1				2.2			7.2			(2.5		)
Accounts payable		2.5				(5.4		)	3.7			(9.5		)
Accrued liabilities		(1.1		)		(11.1		)	6.5			(7.5		)
Other, net		(3.1		)		3.0			(2.1		)	10.0
Net cash flow provided by operating activities		82.4				75.0			177.5			128.5
Investing Activities:
Capital expenditures		(34.7		)		(36.0		)	(74.3		)	(75.0		)
Investment in licensing agreements		(1.1		)		(0.2		)	(1.4		)	(0.6		)
Net cash flow utilized for investing activities		(35.8		)		(36.2		)	(75.7		)	(75.6		)
Financing Activities:
Net proceeds related to short-term debt		1.5				1.5
Net borrowings (repayments) related to short-term debt									(9.6		)	3.6
Borrowings under revolving credit facility		52.2				163.2			179.9			323.7
Repayments of borrowings under revolving credit facility		(36.9		)		(164.2		)	(79.9		)	(291.1		)
Payment of debt issuance costs									(0.9		)	—
Proceeds from exercise of stock options		7.6				5.8			12.9			11.4
Proceeds from employee stock purchase plan									5.0			5.2
Excess tax benefits from stock-based compensation		2.7				6.9			3.9			12.9
Repurchases of common stock		(56.5		)		(64.5		)	(178.8		)	(121.8		)
Dividends paid		(4.1		)		(4.4		)	(8.2		)	(8.7		)
Net cash flow utilized for financing activities		(33.5		)		(55.7		)	(75.7		)	(64.8		)
Effect of foreign exchange rates on cash		0.2				0.4			1.1			0.7
Net increase (decrease) in cash and cash equivalents		13.3				(16.5		)	27.2			(11.2		)
Cash and Cash Equivalents:
Beginning of Period		24.4				34.6			24.4			34.6
End of Period		$	37.7			$	18.1		$	51.6		$	23.4

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited)
In millions of U.S. dollars, except share-related data

1. Organization and Business

Dade Behring Holdings, Inc., was incorporated in the State of Delaware on September 23, 1994, and owns all the capital stock of its subsidiary, Dade Behring Inc. (“DBI”) (collectively, the “Company”). The Company develops, manufactures and markets clinical diagnostic equipment, reagents, consumable supplies and services worldwide.

2. Basis of Presentation

The condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations. The Company believes the disclosures included in the unaudited condensed consolidated financial statements, when read in conjunction with the December 31, 2006 consolidated financial statements of the Company included in the Company’s 2006 Annual Report on Form 10-K and notes thereto, are adequate to make the information presented not misleading. In management’s opinion, the condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary to summarize fairly the consolidated financial position, results of operations, and cash flows for such periods. The results of operations for the quarter and six-months ended ~~March 31,~~June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Earnings Per Share

The computation of basic and diluted net income per share is set forth in the following ~~table (dollars in millions, except for share data).~~table:

							Quarter Ended June 30,				Six-Months Ended June 30,
	Quarter Ended March 31, 2007			Quarter Ended March 31, 2006			2007		2006		2007		2006
Net income		$	40.2		$	34.2	$	50.3	$	37.6	$	90.4	$	71.8
Weighted average outstanding common shares
Basic		82,508,900			87,794,751		81,313,791		86,906,866		81,908,047		87,348,356
Effect of dilutive securities (primarily stock options)		1,184,136			2,704,747		1,679,175		1,354,731		1,495,685		1,561,750
Diluted		83,693,036			90,499,498		82,992,966		88,261,597		83,403,732		88,910,106
Basic net income per share		$	0.49		$	0.39	$	0.62	$	0.43	$	1.10	$	0.82
Diluted net income per share		$	0.48		$	0.38	$	0.61	$	0.43	$	1.08	$	0.81

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting ~~Standards~~Standard (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where

~~Dade Behring Holdings, Inc.~~
~~Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)~~

a warrantor is permitted to pay a third party to provide the warranty for goods or services. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of the adoption of SFAS 159 on its future consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the ~~overfunded~~over funded or ~~underfunded~~under funded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions,” or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The impact of the recognition and disclosure provisions of SFAS 158 was reflected in the Company’s December 31, 2006 consolidated financial statements. The measurement provisions will be adopted during 2008 in accordance with the statement’s requirements. The Company is currently evaluating the impact of the adoption of the measurement provisions of SFAS 158 on its future consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of the adoption of SFAS 157 on its future consolidated financial statements.

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

Inventories are stated at the lower of cost (first-in, first-out method) or market. Cost includes materials, labor and manufacturing overhead costs. Market for raw materials is based on replacement costs and, for other inventory classifications, on net realizable value. Appropriate consideration is given to deterioration, obsolescence and other factors in evaluating net realizable value. Inventories consist of the ~~following (in millions):~~following:

The inventory increase of $44.9 million is primarily driven by the planned build up of inventory in anticipation of the manufacturing facility move from Cupertino, California to Glasgow, Delaware as well as the controlled launch of the Dimension Vista® System.

~~Identifiable intangible~~Intangible assets are being amortized over their legal or estimated useful lives, whichever is shorter, except for the Company’s tradename, which is not subject to amortization since it has an indefinite useful life. ~~Identifiable intangible~~Intangible assets include the ~~following (in millions):~~following:

		March 31, 2007										December 31, 2006											June 30, 2007										December 31, 2006
	Lives (years)	Gross Amount			Accumulated Amortization				Net Amount			Gross Amount			Accumulated Amortization				Net Amount			Lives (years)	Gross Amount			Accumulated Amortization				Net Amount			Gross Amount			Accumulated Amortization				Net Amount
Tradename	Indefinite		$	135.0		N/A				$	135.0		$	135.0		N/A				$	135.0	Indefinite		$	135.0		N/A				$	135.0		$	135.0		N/A				$	135.0
Customer relationships	8 to 17		133.4			$	(61.5	)		71.9			133.0			$	(58.0	)		75.0		8 to 17		134.0			(65.1		)		68.9			133.0			$	(58.0	)		75.0
Developed technology	6 to 10		137.6			(89.8		)		47.8			136.8			(84.4		)		52.4		6 to 10		138.8			(95.6		)		43.2			136.8			(84.4		)		52.4
Internally developed software	5 to 10		98.8			(34.3		)		64.5			93.8			(30.4		)		63.4		5 to 10		103.6			(38.5		)		65.1			93.8			(30.4		)		63.4
Patents/Licenses	9 to 11		24.5			(10.9		)		13.6			23.2			(10.0		)		13.2		9 to 11		24.9			(11.8		)		13.1			23.2			(10.0		)		13.2
			$	529.3		$	(196.5	)		$	332.8		$	521.8		$	(182.8	)		$	339.0			$	536.3		$	(211.0	)		$	325.3		$	521.8		$	(182.8	)		$	339.0

Amortization expense totaled ~~$13.2~~$13.6 million and ~~$10.8~~$11.0 million for the quarters ended ~~March 31,~~June 30, 2007 and 2006, respectively, and $26.8 million and $21.8 million for the six-months ended June 30, 2007 and 2006, respectively. The estimated amount of annual amortization expense for the ~~identifiable~~ intangible assets for each full year from 2008 through 2012 is as follows: ~~$48.8~~$48.5 million, ~~$37.5~~$37.9 million, ~~$27.6~~$28.0 million, ~~$16.3~~$16.6 million and ~~$6.6~~$6.0 million, respectively. The estimated amount of amortization expense for the portion of customer relationships and developed technology intangible assets ~~which~~that were created from the application of fresh-start reporting in 2002, for each full year from 2008 to 2012 is as follows: ~~$31.3~~$31.5 million, ~~$22.7~~$22.8 million, ~~$14.6~~$14.7 million, ~~$6.8~~$6.9 million and $4.4 million, respectively.

Goodwill at June 30, 2007, aggregated $168.6 million, and was allocated as follows: $126.7 million to Global Operations and $41.9 million to GCM-Americas. Goodwill at December 31, 2006, aggregated

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

$169.6 million, and was allocated as follows: $127.4 million to Global Operations and $42.2 million to Global Customer Management-Americas.

When selling instruments to customers, the Company may enter into sales-type lease transactions. The Company sells certain lease receivables to a financial institution, and collects these receivables on their behalf for a nominal fee. During the quarters ended ~~March 31,~~June 30, 2007 and 2006, ~~$16.4~~$16.3 million and ~~$10.0~~$12.7 million of lease receivables were sold to athe financial institution, respectively. During the six-months ended June 30, 2007 and 2006, $32.7 million and $22.7 million of lease receivables were sold to the financial institution, respectively. These sales resulted in losses of ~~$2.0~~$1.2 million and gains of $0.6 million for the quarters ended June 30, 2007 and 2006, respectively, and losses of $3.2 million and gains of $0.3 million for the six-months ended June 30, 2007 and 2006, respectively. ~~The~~Gains and losses are included in other income/expense on the accompanying ~~statement~~statements of operations. At ~~March 31,~~June 30, 2007, the short- and long-term portions of lease receivables which were not sold and are included in accounts receivable and other assets total ~~$11.5~~$8.8 million

~~Dade Behring Holdings, Inc.~~
~~Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)~~

and ~~$13.5~~$12.0 million, respectively. At December 31, 2006, the short- and long-term portions of lease receivables which were not sold and are included in accounts receivable and other assets total $13.6 million and $11.8 million, respectively.

On December 28, 2006, the Company’s Board of Directors approved a plan (“The Plan”) to consolidate its Cupertino, California reagent production operations into its Glasgow, Delaware manufacturing facility in order to realize cost savings and efficiency benefits. In addition, The Plan is intended to streamline the Company’s customer management organizational structure in certain geographic areas which have experienced downward pressure on revenue as a result of government healthcare cost reimbursement issues. The goal of these actions is to improve the Company’s profitability and return on invested capital. The Company anticipates closing the Cupertino facility by mid 2008. In connection with the plant closing and organizational changes, the Company expects to eliminate 130 positions and pay total severance, lease termination, relocation and other pre-tax cash costs of approximately $17.7 million, $3.6 million, $0.4 million and $4.9 million, respectively, and incur approximately $1.5 million of non-cash depreciation costs over the next two years. Total costs expected to be incurred by segment are $16.0 million for Global Operations, $0.4 million for GCM-Americas and $10.2 million for GCM-International.

~~During~~The table below summarizes the ~~quarter ended March 31,~~ 2007 activity in the restructuring reserve. The Company reversed ~~$0.5~~$1.1 million and $1.6 million of severance ~~costs against the reserve~~reserves primarily in the Global Operations segment during the quarter and six-months ended June 30, 2007, respectively, for employees that voluntarily left the Company or transferred within the Company before completion of the exit plan. These reversals were credited against restructuring expense in the consolidated statements of operations with a corresponding reduction to the restructuring reserve in the consolidated balance sheet. For the quarter, Global Operations also recorded retention bonuses of $0.6 million, which were recorded as restructuring expense in the consolidated statement of operations. The Company also recognized ~~$1.3~~charges associated with relocation, accelerated depreciation and other related costs of $2.8 million ~~of expense during~~and $4.1 million for the quarter and

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

six-months ended ~~March 31,~~June 30, 2007, respectively. These costs were recorded as cost of goods sold in the ~~Global Operations segment primarily related to relocation costs and non-cash depreciation.~~ consolidated statements of operations.

The cumulative amount of costs ~~incurred~~expensed since ~~the~~The Plan inception, net of expense reversals, include ~~$17.2~~$16.1 million in severance costs pursuant to ongoing benefit arrangements, $3.6 million of lease termination costs to exit the Cupertino facility, ~~and $1.3~~$4.1 million of relocation, ~~and~~ depreciation costs and other related charges, and $0.6 million of retention bonuses, of which ~~$11.5~~$13.6 million, $0.4 million and ~~$10.2~~$10.4 million were allocated to the Global Operations, GCM-Americas and GCM-International segments, respectively. During the quarter ended March 31, 2007, $4.0 million of costs related to the Cupertino facility closure were reclassified from other long-term liabilities to accrued liabilities since these costs are expected to be paid by the first quarter of 2008. As a result, theThe entire restructuring liability of ~~$20.4~~$17.3 million at ~~March 31,~~June 30, 2007 is recorded in accrued liabilities on the consolidated balance sheet.

~~The following table summarizes the activity in the Company’s restructuring reserve for the Plan for the quarter ended March 31, 2007 (in millions):~~

~~Dade Behring Holdings, Inc.~~
~~Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)~~

7. Retirement Programs

The components of net periodic benefit cost recognized were as ~~follows (in millions):~~follows:

									Quarter Ended June 30,								Six-Months Ended June 30,
	Quarter Ended March 31, 2007				Quarter Ended March 31, 2006				2007				2006				2007				2006
Service cost		$	4.8			$	4.4			$	4.8			$	4.4			$	9.6			$	8.8
Interest cost		5.0				4.3				5.0				4.4				10.0				8.7
Expected return on plan assets		(4.8		)		(4.0		)		(4.8		)		(4.1		)		(9.6		)		(8.1		)
Recognized net actuarial loss		0.2				0.5				0.2				0.6				0.4				1.1
Net periodic benefit cost		$	5.2			$	5.2			$	5.2			$	5.3			$	10.4			$	10.5

The Company adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007. The Company did not have any adjustment to its liability for uncertain tax positions as a result of the implementation of FIN 48. At the adoption date, the Company had approximately $20.4 million of total unrecognized tax benefits. Of this total, $5.6 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. As of June 30, 2007, the Company has approximately $16.7 million of total unrecognized tax benefits. Of this total, $2.9 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. The remainder would result in a reduction of goodwill.

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

The Company’s practice is to recognize interest ~~and/or~~and penalties related to income tax matters in income tax expense. As of January 1, 2007, the Company had $1.6 million accrued for interest ~~and/or~~and penalties.

The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and multiple state and foreign jurisdictions. The Company has ~~substantially~~ concluded all U.S. federal income tax matters for 2003 and 2004. Years prior to 2003 are no longer subject to U.S. federal income tax examination. The Company is no longer subject to state income tax examinations by tax authorities in its major state jurisdictions for years before 2002. The Company is no longer subject to non-US income tax examinations by tax authorities in its major non-U.S. tax jurisdictions for years before 2000.

As of ~~March 31,~~June 30, 2007, it is reasonably possible that the Company’s liability for uncertain tax positions will be reduced by as much as ~~$6.0~~$3.0 million by ~~March 31,~~June 30, 2008. Approximately ~~$3.5~~$0.5 million of this amount would favorably impact the Company’s effective tax rate. Such reductions would result from ~~either the effective settlement of tax positions with various tax authorities or by virtue of~~ the statute of limitations expiring for years with uncertain tax positions. The Company’s liability for uncertain tax positions was reduced by approximately $3.9 million as a result of settlements with various tax authorities, of which $3.1 million favorably impacted the Company’s tax provision during the three months ended June 30, 2007.

Effective May 30, 2007, the Company executed the Second Amendment to the Credit Agreement dated April 27, 2005 by and among Dade Behring Inc. and the Lenders party thereto. The Second Amendment extends the maturity date of the Credit Agreement to May 30, 2012 and increases the Commitment amount by $200.0 million, representing an aggregate revolving credit facility amount of $800.0 million. As of June 30, 2007, the Company has drawn $595.0 million on the revolving credit facility.

The Company derives substantially all its revenues from manufacturing and marketing clinical diagnostic products and services. The Company is organized functionally and is comprised of three reporting segments: Global Customer Management (“GCM”)-Americas, GCM-International, and Global Operations. GCM-Americas and GCM-International are the Company’s sales, marketing, customer training, technical support and field service organizations. For ~~the Company’s~~ reporting purposes, Americas includes North and South America. The United States comprises approximately ninety percent of the Americas segment’s results. GCM-International includes sales and service results from all other continents. Global Operations primarily includes ~~all~~ manufacturing, distribution and research and development activities, which occur ~~primarily~~predominantly in the United States and Germany, and accordingly does not recognize significant revenues.

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

Revenue from external customers by segment for the quarters and six-months ended ~~March 31,~~June 30, 2007 and 2006 is summarized as ~~follows (in millions):~~follows:

	GCM- Americas			GCM- International			Global Operations			Total		June 30, 2007							June 30, 2006
Quarter ended March 31, 2007
Revenue from external customers:
												GCM-		GCM-		Global			GCM-		GCM-		Global
												Americas		International		Operations		Total	Americas		International		Operations		Total
Quarter Ended
Core Chemistry		$	166.1		$	130.1		$	4.1	$	300.3		$ 167.1		$ 139.1		$ 8.2	$ 314.4		$ 165.3		$ 126.9		$ 2.9	$ 295.1
Hemostasis		38.3			49.4			—		87.7			38.9		52.0		0.1	91.0		34.8		45.1		—	79.9
Microbiology		25.7			15.8			—		41.5			27.4		17.0		—	44.4		25.0		16.2		—	41.2
Infectious Disease		1.6			20.8			—		22.4			2.0		21.3		0.3	23.6		2.2		19.6		—	21.8
Non-Core Products		2.5			2.7			2.1		7.3			1.6		3.0		2.8	7.4		1.3		2.4		2.8	6.5
Total		$	234.2		$	218.8		$	6.2	$	459.2		$ 237.0		$ 232.4		$ 11.4	$ 480.8		$ 228.6		$ 210.2		$ 5.7	$ 444.5
Quarter ended March 31, 2006
Revenue from external customers:
Six-Months Ended
Core Chemistry		$	154.3		$	117.1		$	3.6	$	275.0		$ 333.2		$ 269.2		$ 12.3	$ 614.7		$ 319.4		$ 244.3		$ 6.4	$ 570.1
Hemostasis		35.3			41.6			—		76.9			77.2		101.4		0.1	178.7		70.1		86.7		—	156.8
Microbiology		22.4			13.7			—		36.1			53.2		32.7		—	85.9		47.4		29.9		—	77.3
Infectious Disease		1.6			19.7			—		21.3			3.5		42.2		0.3	46.0		3.8		39.3		—	43.1
Non-Core Products		1.9			2.4			2.1		6.4			4.1		5.7		4.9	14.7		3.1		4.7		5.1	12.9
Total		$	215.5		$	194.5		$	5.7	$	415.7		$ 471.2		$ 451.2		$ 17.6	$ 940.0		$ 443.8		$ 404.9		$ 11.5	$ 860.2

~~Dade Behring Holdings, Inc.~~
~~Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)~~

Earnings before interest and income tax expense (“EBIT”) is a primary profitability measure used to evaluate ~~the~~ segments, and is thus reconciled to income before income tax expense. Financial information by segment for the quarters and six-months ended ~~March 31,~~June 30, 2007 and 2006 is summarized as ~~follows (in millions):~~follows:

									Quarter Ended June 30,						Six-Months Ended June 30,
	Quarter Ended March 31, 2007				Quarter Ended March 31, 2006				2007			2006			2007			2006
Depreciation and amortization
GCM-Americas		$	8.8			$	7.4			$ 9.2			$ 7.4			$ 18.0			$ 14.8
GCM-International		18.8				15.4				19.9			17.2			38.7			32.6
Global Operations		16.5				12.4				16.0			13.3			32.5			25.7
Total Segment depreciation and amortization		44.1				35.2				45.1			37.9			89.2			73.1
All Other depreciation and amortization		1.7				1.8				1.6			2.1			3.3			3.9
Total		$	45.8			$	37.0			$ 46.7			$ 40.0			$ 92.5			$ 77.0
Segment EBIT
GCM-Americas		$	96.7			$	88.4			$ 95.4			$ 93.8			$ 192.1			$ 182.2
GCM-International		76.6				64.0				84.2			70.3			160.9			134.3
Global Operations		(78.8		)		(71.7		)		(74.9	)		(73.0	)		(153.7	)		(144.7	)
Total Segment EBIT		94.5				80.7				104.7			91.1			199.3			171.8
All Other(1) EBIT		(25.4		)		(21.0		)		(24.9	)		(29.0	)		(50.5	)		(50.0	)
Less: interest expense, net		(8.1		)		(5.3		)		(8.1	)		(4.3	)		(16.2	)		(9.6	)
Income before income tax expense		$	61.0			$	54.4			$ 71.7			$ 57.8			$ 132.6			$ 112.2

(1) Includes corporate headquarters, shared services centers, certain other expenses such as general corporate expenses, certain intercompany transactions and eliminations.

~~Goodwill at~~Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

The Company’s December 31, 2006 ~~aggregated $169.6~~Annual Report on Form 10-K correctly reported the effect of adopting SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, in the rollforward of Accumulated Other Comprehensive Income (“AOCI”); however, it incorrectly included the effect in the presentation of Other Comprehensive Income (“OCI”). The effect of adopting SFAS 158 should not have impacted OCI. As a result, OCI was understated by $12.9 million for the year ended December 31, 2006. The Company’s intent is to correct the presentation of OCI in the next Form 10-K filing.

The following table reflects OCI for the year ended December 31, 2006 “as reported” and ~~was allocated~~“as revised”.

On July 25, 2007, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Siemens Corporation, a Delaware corporation (“Siemens”) and a wholly owned subsidiary of Siemens AG, Belfast Merger Co., a Delaware corporation and a wholly-owned subsidiary of Siemens (“Purchaser”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a cash tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.01 per share, of the Company at a price of $77.00 per share, net to the holder thereof in cash (the “Offer Price”). Pursuant to the Merger Agreement, as ~~follows: $127.4 million~~soon as practicable after the consummation of the Offer and subject to ~~Global Operations~~the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and ~~$42.2 million~~into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Siemens. In the Merger, the shares of Company common stock remaining outstanding following the consummation of the Offer, other than shares held in treasury by the Company or owned by Siemens, Purchaser or any direct or indirect subsidiary of the Company, Siemens or Purchaser or shares held by stockholders who have validly exercised their appraisal rights under Delaware law, will be converted into the right to ~~Global Customer Management-Americas. Goodwill at March 31, 2007 aggregated $169.3 million,~~receive merger consideration equal to the Offer Price.

It is a condition to Purchaser’s obligation to accept for payment and ~~was allocated as follows: $127.2 million~~pay for the shares tendered in the Offer that more than 50% of the then-outstanding shares of Company common stock (adjusted to ~~Global Operations~~take

Dade Behring Holdings, Inc.
Notes To Condensed Consolidated Financial Statements (unaudited) (Continued)
In millions of U.S. dollars, except share-related data

into account the potential exercise of certain securities exercisable for shares of Company common stock) shall have been validly tendered in accordance with the terms of the Offer and ~~$42.1 million~~not withdrawn (the “Minimum Condition”). The Minimum Condition may not be waived by Purchaser without the prior written consent of the Company. In addition, the obligation of Purchaser to ~~Global Customer Management-Americas.~~accept for payment and pay for the shares tendered in the Offer is also subject to the satisfaction or waiver of other closing conditions set forth in the Merger Agreement, including among others, the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and clearances under the European Commission’s Merger Regulation (EEC 139/2004) and other antitrust laws.

13The closing of the Merger is subject to customary closing conditions, and, depending on the number of shares held by Siemens and Purchaser after Purchaser’s acceptance of the shares properly tendered and not withdrawn pursuant to the Offer, adoption of the Merger Agreement by the holders of the outstanding shares of Company common stock after the completion of the Offer.

The Merger Agreement includes customary representations, warranties and covenants of Dade Behring, Siemens and Purchaser. Dade Behring has agreed to operate its business in the ordinary course until the Merger is consummated. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement.

The Merger Agreement contains termination rights for both the Company and Siemens. If the Merger Agreement is terminated under certain specified circumstance, the Company may be required to pay Siemens a termination fee of up to $180 million.

The Offer for the outstanding common stock of the Company referred to in this report has not yet commenced. At the time the offer is commenced, Siemens will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and promptly thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATION.~~OPERATIONS.

Dade Behring Holdings’, Inc. 2006 Annual Report on Form 10-K contains management’s discussion and analysis of the Company’s financial condition and results of ~~operation~~operations as of and for the year ended December 31, 2006. The following management’s discussion and analysis focuses on material changes since that time and should be read in conjunction with the 2006 Annual Report on Form 10-K. Relevant trends that are reasonably likely to be of a material nature are discussed to the extent known. Dade Behring Holdings, Inc. is also referred to as “we”, “us”, and “our” throughout this Form 10-Q.

Disclosure Regarding Forward-Looking Statements

To the extent that statements made by us relate to our future economic performance or business outlook, projections or expectations of financial or operational results, or refer to matters that are not historical facts, such statements are “forward-looking” statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements that relate to our future revenue, product development, investments, demand forecasts, competitiveness, gross margins, operating expense and benefits expected as a result of the projected growth rates in our industry, the successful execution of our business plan, and the projected continuing demand for our products. In addition, we are in the process of a new product launch which involves risks and uncertainties regarding product performance, costs of introduction and support, and customer acceptance. Generally words such as “may,” “will,” “should,” “could,” “anticipate,” “expect,” “intend,” “estimate,” “predict,” “plan,” “potential,” “continue,” and “believe,” or the negative of or other variations on these and other similar expressions identify forward-looking statements.

Forward-looking statements are based on current expectations and involve risks and uncertainties and our future results could differ significantly from those expressed or implied by our forward-looking statements. We caution against placing undue reliance on forward-looking statements, which reflect our current beliefs and are based on information currently available to us as of the date a forward-looking statement is made. We do not intend to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event we do update any forward-looking statement, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions may appear in our public filings with the Securities and Exchange Commission, which are accessible at www.sec.gov and on our website at www.dadebehring.com, and which investors are advised to consult.

Factors That Could Affect Future Results

Factors that could affect future results include, without limitation, competition, the effect of potential healthcare reform, changes in our business strategy or plans, our success in bringing new products to market and effectively managing the costs of doing so, changes in foreign currency exchange rates, increases in the floating interest rate under our revolving credit facility, changes in our policy regarding interest rate and currency movements and the availability of capital and trade credit to fund our business.

Additional risk factors are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in Part II Item 1A. of this document.

Results of ~~Operation~~Operations

We derive substantially all our revenue from manufacturing and marketing clinical diagnostic products and services. We are organized functionally and have three reporting segments: Global Customer Management (“GCM”)-Americas, GCM-International and Global Operations. GCM-Americas and GCM-International are our sales, marketing, customer training, technical support and field service

organizations. For our reporting purposes, Americas includes North and South America. GCM-International includes sales and service results from all other continents. The gross profit margins for the two GCM segments are not materially different. Global Operations primarily includes all manufacturing, distribution and research and development activities, and accordingly does not recognize significant revenues. Global Operations functions as a cost center; consequently, a discussion of gross profit for each individual operating segment would not be meaningful. Generally, Global Operations does not incur a material amount of our marketing and administrative expense, but is responsible for virtually all research and development expense. Certain other expenses, such as income taxes, general corporate expenses and financing costs, are not allocated to the operating segments.

In December 2006, we launched the Dimension Vista® 1500 Intelligent Lab System, which is a compact, ~~ultra integrated~~ultra-integrated chemistry analyzer using advanced LOCI™ detection technology designed for the high-volume clinical laboratory. Given that Dimension Vista® embodies a new and more complex instrument design and reagent technology, the transfer of technical knowledge from research and development to our commercial organization is complex. Therefore, we have placed a limited number of Dimension Vista® System instruments during the first ~~quarter,~~half of 2007, and anticipate a broader number of placements occurring throughout 2007. We ~~will~~have initially ~~target~~targeted U.S. customers ~~then begin targeting~~and intend to target key European customers in the second half of 2007, ~~and anticipate~~with a global commercialization anticipated in 2008. Accordingly, we expect revenue to increase at a measured pace over the course of 2007.

In conjunction with the December 2006 launch of the Dimension Vista® System, we began recording non-cash amortization and depreciation expense related to previously capitalized system development costs and manufacturing assets. In addition, we anticipate we will incur incremental costs associated with service support and early stage manufacturing inefficiencies ahead of the related product revenue. The majority of these costs will be recorded in cost of goods sold, placing downward pressure on gross profit margins through 2008.

Quarter Ended ~~March 31,~~June 30, 2007 Compared to Quarter Ended ~~March 31,~~June 30, 2006

In the discussion below, we make certain comparisons on a “constant currency” basis, which is not a U.S. GAAP defined measure. We believe this measure provides for a meaningful analysis of the underlying activity, since it eliminates the effect of changes in foreign currency exchange rates. When making comparisons on a constant currency basis, we have calculated the change by comparing the applicable reported current year amount to the corresponding amount from the prior year in local currency translated at the foreign currency exchange rates for the current year. “Constant currency” as defined or presented by us may not be comparable to similarly titled measures reported by other companies.

Net Sales. Net sales for the quarter ended ~~March 31,~~June 30, 2007 totaled ~~$459.2~~$480.8 million as compared to ~~$415.7~~$444.5 million in the corresponding prior year quarter.

~~Sales for each segment~~Segment sales were as follows (in millions):

	Quarter Ended									Quarter Ended June 30,
	March 31, 2007			March 31, 2006			% Change			2007		2006		% Change
GCM-Americas		$	234.2		$	215.5		8.7	%	$	237.0	$	228.6		3.7	%
GCM-International		218.8			194.5			12.5	%	232.4		210.2			10.6	%
Global Operations		6.2			5.7			8.8	%	11.4		5.7			100.0	%
Total		$	459.2		$	415.7		10.5	%	$	480.8	$	444.5		8.2	%

Adjusting for the favorable impact of foreign currency exchange rate changes of ~~$13.1~~$12.7 million, 2007 sales increased ~~$30.4~~$23.6 million or ~~7.1%~~5.2% for the quarter. On a constant currency basis, GCM-Americas sales increased ~~$18.9~~$6.9 million or ~~8.8% in GCM-Americas~~3.0%, and GCM-International sales increased $11.2 million or ~~5.4% across GCM-International locations.~~5.0%. On a

geographic basis, constant currency sales growth was ~~7.9%~~5.8% in the U.S. and ~~6.4%~~4.8% across all non-U.S. locations.

The overall sales increase on a constant currency basis can be attributed in part to a ~~$17.5~~$11.7 million or ~~6.2%~~3.9% increase in core chemistry sales primarily driven by strong Dimension®, Stratus CS® and Syva® product sales globally. The growth can also be attributed in part to a ~~$7.5~~$7.7 million or 9.3% increase in hemostasis product sales, ~~and a $5.1~~$3.1 million or ~~14.1%~~7.5% increase in microbiology product ~~sales. On~~sales, and a ~~constant currency basis,~~$1.1 million or 3.7% increase in infectious disease diagnostics and sales of non-core ~~products were relatively flat as compared to the quarter ended March 31, 2006.~~products. Non-core products include royalties and third-party products that we do not consider to be part of our core ~~strategy and, as a result, are expected to have flat or declining sales over time.~~strategy.

Our worldwide installed base of instruments was ~~41,300~~41,400 as of ~~March 31,~~June 30, 2007, ~~a 1.8%~~an increase ~~since December 31, 2006~~of 5.5% over the period ended June 30, 2006. During the second quarter, we completed our bi-annual review of our installed base and ~~a 6.6% increase since March 31, 2006.~~removed approximately 400 units from the data base, which negatively impacted the second quarter installed base growth rate by approximately 1.0%. Growth in the instrument installed base of a product line contributes to the sales growth of the corresponding reagents, consumables and ~~service.~~services.

Growth in the installed base of Dimension® RxL Max and Dimension® Xpand® Plus instruments, Stratus® CS Acute Care™ Diagnostic System for cardiac testing and the BN ProSpec® plasma protein instrument continue to drive much of the reagent, consumable and service sales growth in our core chemistry products. Gains in the hemostasis installed base have been driven by strong momentum in placing the CA-line of coagulation instruments and our BCS® XP system, a coagulation analyzer for the high-volume laboratory. For microbiology, new installations of MicroScan® autoSCAN® and WalkAway® series of instruments continue to provide solid growth.

Beyond the installed base impact, reagent and consumable sales growth has benefited from improved method penetration, which resulted from utilizing our existing instrument base for additional tests.

Gross Profit.Gross profit for the quarter ended June 30, 2007 increased $19.3 million or 7.8% to $265.5 million compared to $246.2 million in the corresponding prior year period. On a constant currency basis, gross profit increased $11.9 million or 4.8%. Gross profit margin for the period was 55.2% compared to 55.4% in the corresponding prior year period, representing a decrease of 0.2 percentage points. Approximately 1.2 percentage points of the decrease is due to incremental Dimension Vista® and Cupertino transition costs offset by favorable product mix and cost reductions. We anticipate continuing to see downward pressure on gross profit margins throughout 2007 and into 2008 as we continue to commercialize the Dimension Vista® System.

Marketing and Administrative Expenses. Forthe quarter ended June 30, 2007, marketing and administrative expenses were $146.2 million or 30.4% of sales compared to $141.2 million or 31.8% of sales in the prior year period, representing an increase of $5.0 million or 3.5%. On a constant currency basis, marketing and administrative expenses increased $1.0 million or 0.7% compared to the quarter ended June 30, 2006. The increase was primarily driven by investments in resources to support the higher level of revenues being achieved.

Research and Development Expenses.Research and development expenses for the quarter ended June 30, 2007 totaled $39.1 million (8.1% of sales) and were $2.0 million or 4.9% lower than the prior year expense of $41.1 million (9.2% of sales). On a constant currency basis, research and development expenses were $2.8 million lower than the quarter ended June 30, 2006, due to timing of spending.

Restructuring Expense (Income).During the quarter ended June 30, 2007, Global Operations segment restructuring costs were reduced by $0.5 million primarily due to the reversal of severance costs of $1.1 million resulting from employees who voluntarily left the Company or transferred within the company before completion of the exit plan. This reduction was partially offset by $0.6 million of expense related to retention bonuses associated with the Cupertino manufacturing facility move.

Income from Operations.Income from operations for the quarter ended June 30, 2007 increased $16.8 million to $80.7 million (16.8% of sales) compared to $63.9 million (14.4% of sales) in the prior year. The increase in income from operations is primarily due to revenue and gross profit growth as well as lower research and development spending, partially offset by higher marketing and administrative expenses.

Interest Income (Expense), Net.Net interest expense for the quarter totaled $8.1 million, a $3.8 million increase over the corresponding prior year period. This increase is primarily due to higher borrowing levels and interest rates on borrowings during 2007 compared to 2006.

Income Taxes.Income tax expense of $21.4 million, representing an effective rate of 29.8%, was recorded in the quarter ended June 30, 2007 compared to $20.2 million, representing an effective tax rate of 35.0%, in the quarter ended June 30, 2006. The decrease in the effective tax rate is primarily due to the reduction of a liability for uncertain tax positions of $3.1 million during the second quarter of 2007.

Net Income.Net income for the quarter ended June 30, 2007 was $50.3 million compared to $37.6 million in the prior year, an increase of $12.7 million or 33.8%. The increase in net income is primarily attributable to higher income from operations offset partially by higher interest expense.

Net Sales.Net sales for the six-months ended June 30, 2007 totaled $940.0 million compared to $860.2 million in the corresponding prior year period.

Adjusting for the favorable impact of foreign currency exchange rate changes of $25.8 million, 2007 sales increased $54.0 million or 6.1% for the period. On a constant currency basis, sales increased $25.8 million or 5.8% in GCM-Americas and increased $22.4 million or 5.2% across GCM-International locations. On a geographic basis, constant currency sales growth was 6.9% in the U.S. and 5.6% across all international locations.

The overall sales increase on a constant currency basis can be attributed in part to a $29.2 million or 5.0% increase in core chemistry sales primarily driven by strong global Dimension® and Syva® product sales. The growth can also be attributed in part to a $15.2 million or 9.3% increase in hemostasis product sales, a $8.2 million or 10.6% increase in microbiology product sales and a $1.3 million or 2.2% increase in infectious disease diagnostics and sales of non-core products.

Our worldwide installed base of instruments grew 2.1% during the six-months ended June 30, 2007. During the second quarter, we completed our bi-annual review of our installed base and removed approximately 400 units from the data base, which negatively impacted the six-months installed base growth rate by approximately 1.0%. Growth in the installed base of Dimension® RxL Max™ and Dimension® Xpand® Plus instruments, Stratus® CS Acute Care™ Diagnostic System for cardiac testing and the BN ProSpec® plasma protein instrument continue to drive much of the reagents, consumables and service sales growth seen in our core chemistry products. Gains in the hemostasis installed base have been driven by strong momentum in placing our CA-line of coagulation instruments and our ~~PFA-100~~BCS®~~, an instrument that tests platelet function.~~ XP system,

a coagulation analyzer for the high-volume laboratory. For microbiology, new installations of our MicroScan® autoSCAN® and WalkAway® series of instruments continue to provide growth.

Beyond the installed base impact, reagents and consumables sales growth has benefited from improved method penetration, which results from customers utilizing ~~our~~an existing instrument base for additional tests.

Gross Profit. Gross profit for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 increased ~~$18.8~~$38.0 million or 7.9% to ~~$251.4~~$516.8 million as compared to ~~$232.6~~$478.8 million in the corresponding prior year period. On a constant currency basis, gross profit increased ~~$11.6~~$23.5 million. Gross profit margin for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 was ~~54.7% as~~55.0% compared to ~~56.0%~~55.7% in the corresponding prior year ~~period, representing a decrease of 1.3 percentage points. Approximately 0.9 percentage points is~~period. The decline was primarily due to incremental Dimension Vista® and Cupertino transition costs ~~and expenses associated with the manufacturing transition~~ of ~~our Cupertino facility. The remaining 0.4~~1.1 percentage points, ~~related to pricing,~~offset by favorable product mix and cost reductions. We anticipate continuing to see downward pressure on gross profit margins throughout 2007 and into 2008 as ~~a result of commercializing~~we continue to commercialize the Dimension Vista® System.

Marketing and Administrative Expenses. Marketing and administrative expenses for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 increased ~~$4.2~~$9.2 million to ~~$141.4~~$287.6 million or ~~30.8%~~30.6% of sales, as compared to ~~$137.2~~$278.4 million or ~~33.0%~~32.4% of sales in the prior year period. On a constant currency basis, marketing and administrative expenses ~~were flat compared~~increased $1.0 million or 0.3% over the corresponding prior year period. The increase was primarily due to investments in resources to support the ~~quarter ended March 31, 2006.~~higher level of revenues being achieved.

Research and Development Expenses. Research and development expenses for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 totaled ~~$38.3~~$77.4 million ~~(8.3%~~(8.2% of sales) and were ~~$0.9~~$1.1 million or ~~2.4% higher~~1.4% lower than the prior ~~year.~~year period of $78.5 million (9.1% of sales). On a constant currency basis, research and development expenses decreased $2.8 million or 3.5% over the corresponding prior year period. The decrease is primarily due to timing of spending.

Restructuring Expense (Income).During the six-months ended June 30, 2007, Global Operations segment restructuring costs were ~~flat compared~~reduced by $1.0 million primarily due to the ~~quarter ended March 31, 2006.~~reversal of severance costs of $1.6 million resulting from employees who voluntarily left the Company or transferred within the company before completion of the exit plan. This reduction was partially offset by $0.6 million of expense recognized during the period for retention bonuses.

Income from Operations. Income from operations for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 increased ~~$14.2~~$30.9 million or 25.3% to ~~$72.2~~$152.8 million (16.3% of sales) compared to ~~$58.0~~$121.9 million (14.2% of sales) in the prior ~~year.~~year period. The increase in income from operations is due primarily ~~due~~ to ~~revenue and~~the impacts of improved gross profit, ~~growth~~ partially offset by ~~higher~~increased marketing and administrative expenses.

Interest ~~Expense.~~Income (Expense), Net. ~~Interest~~Net interest expense for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 totaled ~~$9.3~~$16.2 million, a ~~$2.9~~$6.6 million increase over the corresponding prior year period. This increase is primarily due to higher borrowing levels and interest rates on borrowings during 2007 compared to 2006.

Income Taxes. Income tax expense of ~~$20.8~~$42.2 million, representing an effective rate of ~~34.1%~~31.8%, was recorded in the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 as compared to ~~$20.2~~$40.4 million, representing an effective tax rate of ~~37.1%~~36.0%, in the six-months ended June 30, 2006. The decrease in the effective tax rate is primarily due to the reduction of a liability for uncertain tax positions of $3.1 million during the second quarter ~~ended March 31, 2006.~~of 2007.

Net Income. ~~The net~~Net income for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 was ~~$40.2~~$90.4 million as compared to ~~$34.2~~$71.8 million in the prior year period, an increase of ~~$6.0~~$18.6 million or ~~17.5%~~25.9%. The increase in net income is primarily attributable to higher income from operations partially offset by higher interest expense.

For the ~~quarters~~six-months ended ~~March 31,~~June 30, 2007 and 2006, operating activities provided cash of ~~$82.4~~$177.5 million and ~~$75.0~~$128.5 million, respectively. AnThe increase in cash inflows from operating activities is primarily driven by higher net income adjusted for non-cash items ~~was partially offset by the impacts of changes in working capital~~ in 2007 compared to 2006. ~~During~~Increased depreciation and amortization expense associated with the ~~quarters ended March 31, 2007~~Dimension Vista® System and ~~2006,~~higher deferred income taxes contributed to the year over year favorability in non-cash items. Although changes in accounts receivable positively impacted cash flows by $0.6 million and $12.8 million, respectively. The decrease in cash inflows from accounts receivable during 2007 compared to 2006 is primarily due to less incremental accounts receivable factoring. In certain countries where the collection process is lengthy, we utilize factoring facilities under which certain trade accounts receivables are sold on a non-recourse basis to financial institutions at face value. On a constant currency basis, our utilization of factoring facilities increased by $6.4 million and $12.2 millionworking capital during the ~~quarters ended March 31,~~first six months of 2007 and 2006, respectively. As of March 31, 2007, the total amount of factored receivables was $113.6 million. During the quarter ended March 31, 2007, changes in inventory negatively impacted cash flows by $25.8 millionwere flat compared to ~~outflows of $11.4 million during~~ the same period in 2006, ascash outflows for inventory increased $27.7 million to $40.6 million in 2007 compared to $12.9 million in 2006. This increase in cash outflows is primarily a result of building inventory in 2007 to support the Dimension Vista® ~~launch.~~launch and the Cupertino facility move.

When selling instruments to customers, we may enter into sales-type lease transactions. We sell certain lease receivables to a financial institution, and collect these receivables on their behalf for a nominal fee. During the ~~quarters~~six-months ended ~~March 31,~~June 30, 2007 and 2006, ~~$16.4~~$32.7 million and ~~$10.0~~$22.7 million of lease receivables were sold to the financial institution, respectively. These sales resulted in losses of ~~$2.0~~$3.2 million and gains of $0.3 million, ~~respectively. The losses~~respectively, which are included in other income/expense on the accompanying ~~statement~~statements of operations. At ~~March 31,~~June 30, 2007, the short- and long-term portions of lease receivables which were not sold and are included in accounts receivable and other assets total ~~$11.5~~$8.8 million and ~~$13.5~~$12.0 million, respectively. At December 31, 2006, the short- and long-term portions of lease receivables which were not sold and are included in accounts receivable and other assets ~~total~~totaled $13.6 million and $11.8 million, respectively. The changes in customer contract terms are causing a shift away from sales-type leases to operating leases. This shift to operating leases may result in both lower instrument revenue and decreased cash flow in the short term as revenue will be recognized over the term of the lease instead of at the inception of the lease, and there are no lease receivables to sell to financial institutions if we enter into operating leases.

Net cash flow used for investing activities ~~total $35.8~~totaled $75.7 million and ~~$36.2~~$75.6 million for the ~~quarters~~six-months ended ~~March 31,~~June 30, 2007 and 2006, respectively, and was primarily for capital expenditures.

Financing activities for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 used ~~net~~ cash of ~~$33.5~~$75.7 million versus ~~$55.7~~$64.8 million for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2006. The ~~decrease~~increase in cash used is primarily due to ~~lower repurchases of~~higher common stock ~~and higher~~repurchases offset by net revolver ~~borrowings~~borrowing activity in 2007 compared to 2006. WeThe Company used ~~$56.5~~$178.8 million of cash to purchase our common stock during the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007 compared to ~~$64.5~~$121.8 million in the corresponding prior year period. Borrowings ~~under~~on our revolving credit facility, net of repayments, increased ~~by $16.3~~$100.0 million during the first ~~quarter~~six-months of 2007 compared to $32.6 million in the ~~same period in 2006.~~corresponding prior year period.

Effective May 30, 2007, we executed the Second Amendment to the Credit Agreement dated April 27, 2005 by and among Dade Behring Inc. and the Lenders party thereto. The Second Amendment extends the maturity date of the Credit Agreement to May 30, 2012 and increases the Commitment amount by $200.0 million, representing an aggregate revolving credit facility amount of $800.0 million. As of June 30, 2007, we have drawn $595.0 million on the revolving credit facility and have available borrowings of $205.0 million.

In February 2007, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~SFAS~~Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, ~~equity method~~equity-method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of the adoption of SFAS 159 on our future consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the ~~overfunded~~over-funded or ~~underfunded~~under-funded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions,” or SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” (c) measure defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. The impact of the recognition and disclosure provisions of SFAS 158 was reflected in our December 31, 2006 consolidated financial statements. The measurement provisions will be adopted during 2008 in accordance with the statement’s requirements. We are currently evaluating the impact of the adoption of the measurement provisions of SFAS 158 on our future consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of the adoption of SFAS 157 on our future consolidated financial statements.

The Company’s 2006 Annual Report on Form 10-K contains quantitative and qualitative disclosures about market risk as of and for the year ended December 31, 2006. No material changes in the Company’s market risk have occurred since December 31, 2006.

Evaluation of Disclosure Controls and Procedures. Our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective to ensure that information we are required to disclose in our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information we are required to disclose in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. ~~In January we completed implementation of a new financial reporting and consolidation system. Except for the described system implementation, there~~There have ~~not~~ been ~~any~~no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended ~~March 31,~~June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1A. RISK FACTORS.

The Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 have not materially changed other than as set forth below.

If the contemplated acquisition transaction agreed upon with Siemens Corporation does not close, our stock price, business and results of operations may suffer.

On July 25, 2007, the Company entered into an agreement and plan of merger with Siemens Corporation and its wholly owned subsidiary, Belfast Merger Co., pursuant to which it is contemplated that Siemens will commence a tender offer for all of the Company’s outstanding common stock at a purchase price of $77.00 per share. Before the transactions contemplated thereby may be completed, at least 50% of the then-outstanding shares of Dade Behring common stock on a partially-diluted basis must have been validly tendered in accordance with the terms of the cash tender offer contemplated by the merger agreement and not withdrawn. In addition, the obligation of Siemens to accept for payment and pay for the shares tendered in the cash tender offer contemplated thereby is subject to the satisfaction or waiver of other closing conditions set forth in the merger agreement, including among others, the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and clearances under the European Commission’s Merger Regulation (EEC 139/2004) and other antitrust laws. The closing on the merger to occur following the offer also is subject to certain conditions. These conditions could have the effect of delaying completion of the transaction or preventing the transaction from being consummated at all.

There can be no assurance that all conditions to the obligations of the parties to consummate the transactions contemplated by the merger agreement will be satisfied or waived or that the proposed transaction will occur at all. In addition, if the merger agreement is terminated, depending upon the reasons for not completing the transaction, including whether we have received or entered into a competing takeover proposal, we may be required to pay Siemens a termination fee of up to $180 million. In that event, these obligations may also make it less likely that other parties would be interested in entering into an acquisition transaction with us. Furthermore, regardless of whether or not the transaction contemplated by the merger agreement closes, we will remain liable for our costs related to the proposed transaction, including substantial legal, accounting, filing and other transaction costs.

Accordingly, if the transaction is delayed or otherwise not consummated within the contemplated time periods or at all, the merger agreement could have a material adverse affect on our financial results and the Company’s stock price may suffer.

The announcement of the proposed transaction could have an adverse effect on our business in the near term.

Our business partners and customers may delay, defer or cancel purchases pending the consummation of the planned merger with Siemens. The proposed transaction may also adversely affect our ability to attract and retain key management, research and development, manufacturing, sales and marketing and other personnel. In addition, due to the effects of the proposed transaction, our quarterly results of operations could be below the expectations of market analysts. Activities relating to the proposed transaction and related uncertainties could divert the attention of our management and employees from our day-to-day business, which could cause disruptions among our relationships with business partners and customers, and cause our employees to seek alternative employment, all of which could detract from our ability to generate revenue and control costs. In addition, the merger agreement with Siemens imposes affirmative and negative restrictions on the operations of our business. Without the consent of Siemens, we may be restricted from making certain acquisitions and taking other specified actions until the transaction

closes or is terminated. These restrictions may prevent us from pursuing otherwise attractive business opportunities and making other changes to our business prior to completion of the transaction or its termination.

Certain of our contracts contain audit provisions.

Certain of our contracts, including those with various group purchasing organizations, provide for periodic audits of compliance with our ~~performance~~contracts to ensure adherence with certain provisions in the agreements with these organizations. While the Company believes it uses customary efforts and systems to assure compliance with its contractual obligations, it is reasonably possible that liabilities could result from these audits. However, to date such audits have not had a material adverse effect on our business and we do not expect that the resolution of such audits will have a material impact on our results of operations, cash flows, or statement of financial position.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about purchases made by or on behalf of the Company or our affiliated purchasers during the quarter ended ~~March 31,~~June 30, 2007, of shares of equity that are registered by the Company pursuant to Section 12 of the Exchange Act.

Period

Total
Number of
Shares
Purchased(a)

Average
Price
Paid per
Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs(a)

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs(a)

January 1 - 31, 2007

461,500

$
41.00

461,500

—

February 1 - 28, 2007

505,351

$
41.71

505,351

—

March 1 - 31, 2007

252,577

$
42.24

252,577

—

Total

1,219,428

$
41.55

1,219,428

2,975,538

Period	Total Number of Shares Purchased (a)		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(a)		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1 - 30, 2007		49,290		$	44.62		49,290
May 1 - 31, 2007		1,929,542		$	52.13		1,929,542
June 1 - 30, 2007		398,150		$	52.77		398,150
Total		2,376,982		$	52.08		2,376,982		598,556

(a) In December 2006, our Board of Directors authorized usthe Company to purchase an incremental five million shares of common stock under our stock repurchase program. This action follows two prior authorizations of five million shares each, the first in April 2005 and the second in February 2006.

20ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Corporation’s annual meeting of stockholders was held on May 3, 2007. Of the 82,471,636 common shares outstanding on March 8, 2007, a total of 75,056,193 were represented at the meeting in person or by proxy. Results of votes with respect to proposals submitted at the meeting are as follows:

(a) To elect two nominees to serve as directors and to hold office for a term of three years or until their successors have been elected and qualified. Votes recorded by nominee are as follows:

Nominee	For	Against/ Withheld
N. Leigh Anderson, Ph D.	73,341,044	1,715,149
James G. Andress	71,485,147	3,571,046

(b) To approve an amendment and restatement of the Dade Behring Holdings, Inc. Incentive Compensation Plan. Our stockholders voted to approve this proposal with 55,294,462 votes for and 8,524,181 votes against. There were 17,170 abstentions and 11,220,380 broker non-votes.

Delaware		36-3989270
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)
1717 Deerfield Road, Deerfield Illinois		60015
~~Deerfield Illinois~~		(Zip Code)
(Address of Principal Executive Offices)

		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets (unaudited) as of ~~March 31,~~June 30, 2007 and December 31, 2006		3
	Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the quarters and six-months ended ~~March 31,~~June 30, 2007 and 2006		4
	Condensed Consolidated Statement of Changes in Shareholders’ Equity (unaudited) for the ~~quarter~~six-months ended ~~March 31,~~June 30, 2007		5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~quarters~~six-months ended ~~March 31,~~June 30, 2007 and 2006		6
	Notes to Condensed Consolidated Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations		14	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19	22
Item 4.	Controls and Procedures		19	23
PART II	OTHER INFORMATION
Item 1A.	Risk Factors		20	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2025
Item 4.	Submission of Matters to a Vote of Security Holders	25
Item 6.	Exhibits		21	26
	~~Signature~~Signatures		22	27

	As Reported in Form 10-K			SFAS 158 Adjustment			As Revised
Net income		$ 120.0			$ —			$ 120.0
Other comprehensive income:
Foreign currency translation adjustments		30.9			—			30.9
Pension liability adjustment		0.7			21.4			22.1
Net loss on derivative instruments and marketable securities		(4.9	)		—			(4.9	)
Income tax effects related to items of comprehensive income		(1.6	)		(8.5	)		(6.9	)
Other comprehensive income, net of income tax		28.3			12.9			41.2
Comprehensive income		$ 148.3			$ 12.9			$ 161.2

2.1		Agreement and Plan of Merger, dated as of July 25, 2007, by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc., incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 26, 2007.
31.1		Certification of James W.P. Reid-Anderson, Chairman, President and Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of John M. Duffey, Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of James W.P. Reid-Anderson, Chairman, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of John M. Duffey, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	DADE BEHRING HOLDINGS, INC.
	By:	/s/ JOHN M. DUFFEY
		John M. Duffey
		Chief Financial Officer
~~May 1,~~July 31, 2007

	Severance Costs				Lease Termination Costs			Total
Reserve balance, December 31, 2006		$	17.7			$	3.6	$	21.3
Cash payments		(0.4		)		—		(0.4		)
Credits to income		(0.5		)		—		(0.5		)
Reserve balance, March 31, 2007		16.8				3.6		20.4
Cash payments		(2.0		)		—		(2.0		)
Credits to income		(1.1		)		—		(1.1		)
Reserve balance, June 30, 2007		$	13.7			$	3.6	$	17.3

Period	Total Number of Shares Purchased(a)		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(a)		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(a)
January 1 - 31, 2007		461,500		$	41.00		461,500		—
February 1 - 28, 2007		505,351		$	41.71		505,351		—
March 1 - 31, 2007		252,577		$	42.24		252,577		—
Total		1,219,428		$	41.55		1,219,428		2,975,538

EXHIBIT NUMBER		EXHIBIT TITLE
	2.1	Agreement and Plan of Merger, dated as of July 25, 2007, by and among Siemens Corporation, Belfast Merger Co. and Dade Behring Holdings, Inc., incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 26, 2007.
	31.1	Certification of James W.P. Reid-Anderson, Chairman, President and Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of John M. Duffey, ~~Senior Vice President and~~ Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of James W.P. Reid-Anderson, Chairman, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of John M. Duffey, ~~Senior Vice President and~~ Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.