TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM I. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 5. Other InformationItem 6. ExhibitsSIGNATURESEXHIBIT INDEXExhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1    Table of Contents  SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the quarterly period ended March 31, 2006
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the transition period from  to
 Commission file number 1-9957
 Diagnostic Products Corporation
  California
    
    95-2802182(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 5210 Pacific Concourse Drive
Los Angeles, California 90045
 (310) 645-8200
 No change
   þ o
  þ o o
  o þ




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PART I. FINANCIAL INFORMATION
 
 ITEM I. FINANCIAL STATEMENTS
 DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 (Amounts in Thousands, Except Per Share Data)
    
    Three Months EndedMarch 31,2006
    
    
    2005SALES:Non-Affiliated Customers
    
    $
    119,206
    
    
    $
    106,703Unconsolidated Affiliates
    
    
    10,417
    
    
    
    7,123Total Sales
    
    
    129,623
    
    
    
    113,826COST OF SALES
    
    
    57,454
    
    
    
    48,470Gross Profit
    
    
    72,169
    
    
    
    65,356OPERATING EXPENSES:Selling
    
    
    22,294
    
    
    
    19,800Research and Development
    
    
    13,686
    
    
    
    12,266General and Administrative
    
    
    13,176
    
    
    
    12,556Equity in Income of Affiliates
    
    
    (2,990
    )
    
    
    (2,553
    )OPERATING EXPENSES-NET
    
    
    46,166
    
    
    
    42,069OPERATING INCOME
    
    
    26,003
    
    
    
    23,287Interest/Other Income -Net
    
    
    2,133
    
    
    
    180INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST
    
    
    28,136
    
    
    
    23,467PROVISION FOR INCOME TAXES
    
    
    9,299
    
    
    
    6,993MINORITY INTEREST
    
    
    807
    
    
    
    340NET INCOME
    
    $
    18,030
    
    
    $
    16,134EARNINGS PER SHARE:BASIC
    
    $
    0.61
    
    
    $
    0.55DILUTED
    
    $
    0.60
    
    
    $
    0.54WEIGHTED AVERAGE SHARES OUTSTANDING:BASIC
    
    
    29,558
    
    
    
    29,274DILUTED
    
    
    30,111
    
    
    
    30,105DIVIDENDS DECLARED PER SHARE
    
    $
    0.07
    
    
    $
    0.07
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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (Amounts in Thousands, Except Share Data)
    
    March 31,
    
    
    December 31,2006
    
    
    2005AssetsCURRENT ASSETS:Cash and cash equivalents
    
    $
    107,883
    
    
    $
    112,913Accounts receivable (including receivables from unconsolidated
affiliates of $9,850 and $6,724, respectively)  net of allowance
for doubtful accounts of $3,910 and $3,658, respectively
    
    
    119,954
    
    
    
    107,286Inventories
    
    
    97,910
    
    
    
    94,532Prepaid expenses and other current assets
    
    
    5,814
    
    
    
    4,901Deferred income taxes
    
    
    4,925
    
    
    
    3,345Total current assets
    
    
    336,486
    
    
    
    322,977PROPERTY, PLANT, AND EQUIPMENT  net
    
    
    154,315
    
    
    
    153,917INSTRUMENTS  net
    
    
    82,084
    
    
    
    78,336INVESTMENTS IN AFFILIATED COMPANIES
    
    
    36,937
    
    
    
    38,547OTHER ASSETS  net
    
    
    16,077
    
    
    
    12,034GOODWILL
    
    
    13,694
    
    
    
    13,377TOTAL ASSETS
    
    $
    639,593
    
    
    $
    619,188Liabilities and Shareholders EquityCURRENT LIABILITIES:Short-term borrowings
    
    $
    5,219
    
    
    $
    7,124Accounts payable
    
    
    19,719
    
    
    
    24,365Accrued liabilities
    
    
    35,538
    
    
    
    38,339Income taxes payable
    
    
    8,701
    
    
    
    2,864Total current liabilities
    
    
    69,177
    
    
    
    72,692LONG-TERM LIABILITIES
    
    
    5,606
    
    
    
    5,613DEFERRED INCOME TAXES
    
    
    8,122
    
    
    
    8,221MINORITY INTEREST
    
    
    6,645
    
    
    
    5,838SHAREHOLDERS EQUITY:Common Stockno par value, authorized 60,000,000 shares
at March 31, 2006 and December 31, 2005; outstanding
29,576,067 shares and 29,524,447 shares, respectively
    
    
    85,146
    
    
    
    82,317Retained earnings
    
    
    465,488
    
    
    
    449,527Unrealized gains on foreign exchange contracts
    
    
    58
    
    
    
    19Cumulative foreign currency translation adjustment
    
    
    (649
    )
    
    
    (5,039
    )Total accumulated other comprehensive loss
    
    
    (591
    )
    
    
    (5,020
    )Total shareholders equity
    
    
    550,043
    
    
    
    526,824TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    639,593
    
    
    $
    619,188
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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in Thousands)
    
    Three Months EndedMarch 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    18,030
    
    
    $
    16,134Adjustments to reconcile net income to net cash
flows from operating activities:Depreciation and amortization
    
    
    12,623
    
    
    
    12,085Provision for doubtful accounts
    
    
    488
    
    
    
    17Minority interest
    
    
    807
    
    
    
    340Equity in undistributed income of unconsolidated affiliates  net
of distributions
    
    
    (573
    )
    
    
    (1,270
    )Deferred income taxes
    
    
    (1,575
    )
    
    
    188Stock-based compensation expense
    
    
    1,421Excess tax benefit on stock-based compensation expense
    
    
    (262
    )
    
    
    621Changes in operating assets and liabilities:Accounts receivable
    
    
    (6,558
    )
    
    
    (4,035
    )Inventories
    
    
    (9,951
    )
    
    
    (9,441
    )Prepaid expenses and other current assets
    
    
    (737
    )
    
    
    (1,269
    )Other assets
    
    
    (285
    )
    
    
    (118
    )Accounts payable
    
    
    (5,064
    )
    
    
    6,613Accrued liabilities
    
    
    (3,965
    )
    
    
    (9,219
    )Income taxes payable
    
    
    5,815
    
    
    
    2,122Net cash flows from operating activities
    
    
    10,214
    
    
    
    12,768CASH FLOWS USED FOR INVESTING ACTIVITIES:Additions to property, plant, and equipment
    
    
    (4,039
    )
    
    
    (9,651
    )Acquisition of technology licenses
    
    
    (4,100
    )Acquisition of affiliate, net of cash received
    
    
    (3,784
    )Net cash flows used for investing activities
    
    
    (11,923
    )
    
    
    (9,651
    )CASH FLOWS
USED FOR FINANCING ACTIVITIES:Borrowings under short term borrowing agreements
    
    
    5,165
    
    
    
    470Repayments under short term borrowing agreements
    
    
    (7,398
    )
    
    
    (1,669
    )Excess tax benefit on stock-based compensation expense
    
    
    262Proceeds from exercise of stock options
    
    
    1,147
    
    
    
    1,292Cash dividends paid
    
    
    (2,069
    )
    
    
    (2,049
    )Net cash flows used for financing activities
    
    
    (2,893
    )
    
    
    (1,956
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    (428
    )
    
    
    (522
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (5,030
    )
    
    
    639CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    112,913
    
    
    
    80,425CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    107,883
    
    
    $
    81,064SUPPLEMENTAL CASH FLOW INFORMATION-NON-CASH TRANSACTIONS:Instrument placements transferred from inventories
    
    $
    7,565
    
    
    $
    7,441
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DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1
 Basis of Presentation
      Note 2  Acquisition of Greek Affiliate
  (Amounts in Thousands)Current Assets
    
    $
    5,600Property Plant, and Equipment
    
    
    192Instruments
    
    
    1,942Total Assets
    
    
    7,734Liabilities
    
    
    (2,109
    )Tangible Net Assets
    
    
    5,625Tangible Net
Assets Acquired (50% of Tangible Net Assets)
    
    
    2,813Purchase Price
    
    
    4,149Excess of Purchase Price Over Tangible Net Assets Acquired
    
    
    1,336Customer Relationship Intangibles Arising from Acquisition
    
    
    1,023Goodwill
    
    $
    313
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(Amounts in Thousands, Except Per Share Data)
    
    Three Months EndedMarch 31,2006
    
    2005Sales
    
    $
    130,530
    
    
    $
    115,373Income before income taxes and minority interest
    
    $
    28,244
    
    
    $
    23,684Net income
    
    $
    18,081
    
    
    $
    16,240Earnings Per
ShareBasic
    
    $
    0.61
    
    
    $
    0.55Diluted
    
    $
    0.60
    
    
    $
    0.54
  Note 3
 Stock-Based Compensation
   WeightedNumber
    
    Weighted
    
    Average
    
    Aggregateof
    
    Average
    
    Grant-Date
    
    IntrinsicShares
    
    Exercise Price
    
    Fair Value
    
    ValueOptions outstanding, December 31,
2005 (989,543 exercisable)
    
    
    2,227,542
    
    
    $
    30.81Granted
    
    
    43,000
    
    
    
    48.40
    
    
    $
    16.95Exercised
    
    
    (51,620
    )
    
    
    22.44Canceled
    
    
    (13,200
    )
    
    
    32.27Options outstanding, March 31, 2006
    
    
    2,205,722
    
    
    
    31.34
    
    
    
    
    
    
    $
    35,777,000Options exercisable, March 31, 2006
    
    
    1,066,124
    
    
    
    26.41
    
    
    
    
    
    
    
    22,549,000
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(Amounts
in Thousands)
    
    March 31,2006Stock-based compensation expense by income statement line item:Cost of sales
    
    $
    280Selling
    
    
    201Research and development
    
    
    321General and administrative
    
    
    619Total
    
    $
    1,421
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(Amounts in Thousands, Except Per Share Data)
    
    Three Months EndedMarch 31, 2005Net Income:As Reported
    
    $
    16,134Pro Forma expense, net of tax
    
    
    (782
    )Pro Forma
    
    $
    15,352Earnings Per ShareBasic:As Reported
    
    $
    0.55Pro Forma Adjustment
    
    
    (0.03
    )Pro Forma
    
    $
    0.52Diluted:As Reported
    
    $
    0.54Pro Forma Adjustment
    
    
    (0.03
    )Pro Forma
    
    $
    0.51
  2006
    
    2005Expected option life
    
    6.0 years
    
    7.3 yearsDividend yield
    
    
    0.62
    %
    
    
    0.77
    %Volatility
    
    
    34
    %
    
    
    35
    %Risk-free interest rate
    
    
    4.55
    %
    
    
    4.15
    %Forfeiture rate
    
    
    10.6
    %
    
    
    10.2
    %
  Note 4  Inventories
  (Amounts in Thousands)
    
    March 31,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    38,647
    
    
    $
    40,384Work in process
    
    
    37,761
    
    
    
    33,967Finished goods
    
    
    21,502
    
    
    
    20,181Total
    
    $
    97,910
    
    
    $
    94,532
 Note 5  Property, Plant & Equipment
  8




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(Amounts in Thousands)
    
    March 31,
    
    
    December 31,
    
    
    Estimated2006
    
    
    2005
    
    
    Useful LivesLand and buildings
    
    $
    118,448
    
    
    $
    118,892
    
    
    20-50 Yearsfor BuildingsMachinery and equipment
    
    
    121,027
    
    
    
    116,142
    
    
    3-10 YearsLeasehold improvements
    
    
    10,415
    
    
    
    10,361
    
    
    1-9 YearsConstruction in progress
    
    
    4,646
    
    
    
    4,315Total
    
    
    254,536
    
    
    
    249,710Accumulated depreciation and amortization
    
    
    (100,221
    )
    
    
    (95,793
    )Property, plant and equipment  net
    
    $
    154,315
    
    
    $
    153,917
  Note 6  Instruments
  (Amounts
in Thousands)
    
    March 31,
    
    
    December 31,2006
    
    
    2005Placements and operating leases
    
    $
    254,209
    
    
    $
    236,163Less accumulated amortization
    
    
    178,047
    
    
    
    163,956Net
    
    
    76,162
    
    
    
    72,207Sales-type leases
    
    
    7,569
    
    
    
    7,684Less current portion
    
    
    1,647
    
    
    
    1,555Net
    
    
    5,922
    
    
    
    6,129Total
    
    $
    82,084
    
    
    $
    78,336
 Note 7  Other Assets
  (Amounts in Thousands)
    
    March 31,
    
    
    December 31,2006
    
    
    2005Purchased technology licenses
    
    $
    11,812
    
    
    $
    8,712Less accumulated amortization of purchased technology licenses
    
    
    (1,970
    )
    
    
    (1,619
    )Customer relationship intangibles resulting from acquisition of Greek affiliate
    
    
    1,023Long-term accounts receivable
    
    
    3,368
    
    
    
    3,371Deposits
    
    
    1,844
    
    
    
    1,570Total
    
    $
    16,077
    
    
    $
    12,034
   Note 8  Comprehensive Income
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(Amounts in Thousands)
    
    Three Months Ended March 31,2006
    
    
    2005Net income
    
    $
    18,030
    
    
    $
    16,134Foreign currency translation adjustment
    
    
    4,390
    
    
    
    (7,344
    )Unrealized gain on foreign exchange contracts, net of tax impact
    
    
    39
    
    
    
    550Comprehensive income
    
    $
    22,459
    
    
    $
    9,340
  Note 9  Earnings per Share
  (Shares in Thousands)
    
    Three Months Ended March 31,2006
    
    
    2005Basic shares
    
    
    29,558
    
    
    
    29,274Assumed exercise of stock options
    
    
    553
    
    
    
    831Diluted shares
    
    
    30,111
    
    
    
    30,105
  Note 10  Segment and Product Line Information
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(Amounts in Thousands)
    
    Three Months EndedMarch 31,2006
    
    
    2005Sales:IMMULITE (includes service)
    
    $
    119,148
    
    
    $
    103,445Radioimmunoassay (RIA)
    
    
    5,175
    
    
    
    5,591Other (includes DPC and non-DPC products)
    
    
    5,300
    
    
    
    4,790$
    129,623
    
    
    $
    113,826
  Euro/DPC
    
    DPC
    
    DPCLimited
    
    Biermann
    
    Medlab
    
    
    
    
    
    Less:United
    
    (United
    
    (German
    
    (Brazilian
    
    
    
    
    
    Intersegment(Amounts in Thousands)
    
    States
    
    Kingdom)
    
    Group)
    
    Group)
    
    Other
    
    Elimination
    
    TotalThree Months Ended March 31, 2006Sales
    
    $
    85,267
    
    
    $
    24,975
    
    
    $
    16,432
    
    
    $
    14,531
    
    
    $
    25,686
    
    
    $
    (37,268
    )
    
    $
    129,623Net income
    
    $
    6,605
    
    
    $
    6,232
    
    
    $
    509
    
    
    $
    1,834
    
    
    $
    3,616
    
    
    $
    (766
    )
    
    $
    18,030Three Months Ended March 31, 2005Sales
    
    $
    72,269
    
    
    $
    21,622
    
    
    $
    16,159
    
    
    $
    11,272
    
    
    $
    25,722
    
    
    $
    (33,218
    )
    
    $
    113,826Net income
    
    $
    7,321
    
    
    $
    4,655
    
    
    $
    725
    
    
    $
    773
    
    
    $
    2,940
    
    
    $
    (280
    )
    
    $
    16,134
 Note 11  Supplemental Cash Flow Information
  (Amounts in Thousands)
    
    Three Months EndedMarch 31,2006
    
    2005Cash paid during the period for interest, net of capitalized interest
    
    $
    331
    
    
    $
    276Cash paid during the period for income taxes
    
    $
    5,239
    
    
    $
    4,402
 Note 12  New Accounting Pronouncements
 SFAS 154
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SFAS 151
 Note 13  Commitments and Contingent Liabilities
      12




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Note 14  Income Taxes
  Note 15  Subsequent Events
  13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
  -
    
    the Companys ability to successfully market new and existing products;-
    
    the Companys ability to keep abreast of technological innovations and successfully
incorporate them into new products;-
    
    the risks inherent in the development and release of new products, such as delays,
unforeseen costs, technical difficulties, and regulatory approvals;-
    
    the Companys current dependence on sole suppliers for key chemical components in the
IMMULITE assays;-
    
    the Companys products and operations are subject to regulation by various U.S.
federal, state and foreign agencies and a violation of such regulations could adversely
affect the Company;-
    
    competitive pressures, including technological advances and patents obtained by competitors;-
    
    environmental risks related to substances regulated by various federal, state, and international laws;-
    
    domestic and foreign governmental health care regulation and cost containment measures;-
    
    currency risks based on the relative strength or weakness of the U.S. dollar;-
    
    political and economic instability in certain foreign markets;-
    
    significant interruptions in production at the Companys two principal manufacturing
facilities would adversely affect its business and operating results;-
    
    changes in accounting standards promulgated by the Financial Accounting Standards
Board, the Securities and Exchange Commission, the Public Company Accounting Oversight
Board, or the American Institute of Certified Public Accountants (see Part II, Item IA
herein); and-
    
    the effects of governmental or other actions relating to certain payments by the
Companys Chinese subsidiary.
 Overview
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Results of Operations
 SUMMARY FINANCIAL DATA
 (Amounts in thousands, except for share data)
    
    Q1 2006
    
    
    % change
    
    
    Q1 2005Sales
    
    $
    129,623
    
    
    
    13.9
    %
    
    $
    113,826Gross Profit
    
    
    72,169
    
    
    
    
    
    
    
    65,356% of sales
    
    
    55.7
    %
    
    
    
    
    
    
    57.4
    %Operating Expenses:Selling
    
    
    22,294
    
    
    
    
    
    
    
    19,800Research and Development
    
    
    13,686
    
    
    
    
    
    
    
    12,266General and Administrative
    
    
    13,176
    
    
    
    
    
    
    
    12,556Equity in Income of Affiliates
    
    
    (2,990
    )
    
    
    
    
    
    
    (2,553
    )Total Operating Expenses, net
    
    
    46,166
    
    
    
    9.7
    %
    
    
    42,069% of sales
    
    
    35.6
    %
    
    
    
    
    
    
    37.0
    %Operating Income
    
    
    26,003
    
    
    
    11.7
    %
    
    
    23,287% of sales
    
    
    20.1
    %
    
    
    
    
    
    
    20.5
    %Interest/Other Income, net
    
    
    2,133
    
    
    
    
    
    
    
    180Income Before Income Taxes and
Minority Interest
    
    
    28,136
    
    
    
    
    
    
    
    23,467Provision for Income Taxes
    
    
    9,299
    
    
    
    
    
    
    
    6,993Income Tax Rate
    
    
    33.1
    %
    
    
    
    
    
    
    29.8
    %Minority Interest
    
    
    807
    
    
    
    
    
    
    
    340Net Income
    
    $
    18,030
    
    
    
    11.8
    %
    
    $
    16,134Earnings per share:Basic
    
    $
    0.61
    
    
    
    
    
    
    $
    0.55Diluted
    
    $
    0.60
    
    
    
    
    
    
    $
    0.54
 Sales
   (Amounts in thousands)
    
    2006
    
    
    % Change
    
    
    2005IMMULITE 2000/2500Reagents
    
    $
    75,583
    
    
    
    18.3
    %
    
    $
    63,865Instruments and Service
    
    
    13,501
    
    
    
    70.0
    %
    
    
    7,944Total
    
    
    89,084
    
    
    
    24.1
    %
    
    
    71,809IMMULITE 1000Reagents
    
    
    25,685
    
    
    
    -4.8
    %
    
    
    26,985Instruments and Service
    
    
    4,379
    
    
    
    -5.8
    %
    
    
    4,651Total
    
    
    30,064
    
    
    
    -5.0
    %
    
    
    31,636IMMULITE Product Line Sales
    
    $
    119,148
    
    
    
    15.2
    %
    
    $
    103,445
  17




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18




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##### Table of Contents



19




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##### Table of Contents



Cost of Sales
  20




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##### Table of Contents



Operating Expenses and Other
    Income Taxes and Minority Interest
  Net Income
  Contractual Obligations and Commitments
   21




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Critical Accounting Policies
  Allowance for Bad Debts
  Allowance for Obsolete and Slow-Moving Inventories
  22




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##### Table of Contents



Property, Plant and Equipment
   Goodwill and Intangible Assets
   Deferred Income Taxes
  Revenue Recognition
  Stock-Based Compensation Expense
  23




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##### Table of Contents



2006
    
    2005Expected option life
    
    6.0 years
    
    7.3 yearsDividend yield
    
    
    0.62
    %
    
    
    0.77
    %Volatility
    
    
    34
    %
    
    
    35
    %Risk-free interest rate
    
    
    4.55
    %
    
    
    4.15
    %Forfeiture rate
    
    
    10.6
    %
    
    
    10.2
    %
   Contingencies
  Liquidity and Capital Resources
  24




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##### Table of Contents



New Accounting Pronouncements
 SFAS 154
 SFAS 151
 25




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Reporting
  Internal Control Over Financial Reporting
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 5. Other Information
  26




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##### Table of Contents



Item 6. Exhibits
 Exhibits2.1
    
    Agreement and Plan of Merger dated as of April 26, 2006, among Siemens Medical
Solutions USA, Inc., Dresden Acquisition Corporation and Diagnostic Products Corporation
(incorporated by reference to Form 8-K filed on May 1, 2006). The Companys Disclosure
Schedules referred to in Article III of the Merger Agreement have not been filed herewith
pursuant to item 601(b)(2) of Regulation S-K. The Disclosure Schedules contain
information required by the Merger Agreement including modifications, qualifications and
exceptions to the Companys representations and warranties contained therein.
Accordingly, persons should not rely on the representations and warranties in the Merger
Agreement as characterizations of the actual state of facts, since they are modified by
the Disclosure Schedules and the information may change from that existing on the date of
the Merger Agreement. The Company agrees to furnish supplementally a copy of the
Disclosure Schedules to the Commission upon request, subject to a request for
confidential treatment where appropriate.10.1
    
    Amendment to Lease dated April 26, 2006 between Diagnostic Products Corporation and
5700 West 96th Street, a general partnership.*10.2
    
    Form of Change in Control Severance Agreement (incorporated by reference to Form 8-K
filed on May 2, 2006)31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Section 906 Officers Certification
 
 *
    
    Management contracts, compensation plans or arrangements. 27




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##### Table of Contents



SIGNATURES
  DIAGNOSTIC PRODUCTS CORPORATION
 /s/ Michael Ziering
    
    Chief Executive Officer and
    
    May 10, 2006Michael Ziering
    
    Chairman
of the Board(Principal Executive Officer)Director/s/ James L. Brill
    
    Vice President-Finance
    
    May 10, 2006James L. Brill
    
    (Principal
Financial and AccountingOfficer)
 
 EXHIBIT INDEX
 2.1
    
    Agreement and Plan of Merger dated as of April 26, 2006, among Siemens Medical
Solutions USA, Inc., Dresden Acquisition Corporation and Diagnostic Products Corporation
(incorporated by reference to Form 8-K filed on May 1, 2006). The Companys Disclosure
Schedules referred to in Article III of the Merger Agreement have not been filed herewith
pursuant to item 601(b)(2) of Regulation S-K. The Disclosure Schedules contain
information required by the Merger Agreement including modifications, qualifications and
exceptions to the Companys representations and warranties contained therein.
Accordingly, persons should not rely on the representations and warranties in the Merger
Agreement as characterizations of the actual state of facts, since they are modified by
the Disclosure Schedules and the information may change from that existing on the date of
the Merger Agreement. The Company agrees to furnish supplementally a copy of the
Disclosure Schedules to the Commission upon request, subject to a request for
confidential treatment where appropriate.10.1
    
    Amendment to Lease dated April 26, 2006 between Diagnostic Products Corporation and
5700 West 96th Street, a general partnership.*10.2
    
    Form of Change in Control Severance Agreement (incorporated by reference to Form 8-K
filed on May 2, 2006)31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Section 906 Officers Certification
 
 *
    
    Management contracts, compensation plans or arrangements. 28