UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-51512

Cardiac Science Corporation

(Exact name of registrant as specified in its charter)


Delaware		94-3300396
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3303 Monte Villa Parkway, Bothell, WA		98021
(Address of Principal Executive Offices)		(Zip Code)

(425) 402-2000
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o ~~Smaller reporting company o~~ (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of the registrant’s Common Stock outstanding at ~~May~~August 32, 2010 was 23,~~647~~815,~~872~~781.

TABLE OF CONTENTS

		~~Page~~	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		3
Item 1.	Financial Statements (unaudited)			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures		26
Item 4.	Controls and Procedures			31
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		27
Item 1.	Legal Proceedings			32
Item 1A. Risk Factors		27
Item 1A.	Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities		29
Item 3.	Defaults Upon Senior Securities			33
Item 4. Removed and Reserved		29
Item 4.	Removed and Reserved			33
Item 5. Other Information		29
Item 5.	Other Information			34
Item 6. Exhibits		29
Item 6.	Exhibits			34
SIGNATURE		30		35
EX-10.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Page 2 of 3435

PART I — FINANCIAL INFORMATION


Item 1.		Financial Statements

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
(in thousands, except share amounts)	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	2110,~~005~~885		$	26,866
Accounts receivable, net of allowance for doubtful accounts of $934 and $1,017, respectively		21,384			24,228
Accounts receivable, net of allowance for doubtful accounts of $900 and $1,017, respectively		23,784			24,228
Inventories		2524,~~556~~476			23,581
Prepaid expenses and other current assets		3,~~139~~240			3,702
Total current assets		7162,~~084~~385			78,377
Other assets		~~852~~666			872
Machinery and equipment, net of accumulated depreciation and amortization of $18,097 and $17,490, respectively		8,457			8,406
Machinery and equipment, net of accumulated depreciation and amortization of $18,749 and $17,490, respectively		8,418			8,406
Deferred income taxes		31			31
Intangible assets, net of accumulated amortization of $18,856 and $17,876, respectively		26,996			27,988
Intangible assets, net of accumulated amortization of $19,836 and $17,876, respectively		25,999			27,988
Investments in unconsolidated entities		~~493~~400			386
Total assets	$	~~107~~97,~~913~~899		$	116,060
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	1112,~~075~~499		$	11,030
Accrued liabilities		1312,~~082~~619			12,216
Warranty liability		43,~~053~~981			4,028
Deferred revenue		87,~~448~~799			7,919
Corrective action liabilities		1321,~~505~~452			15,249
Total current liabilities		5058,~~163~~350			50,442
Deferred income taxes		5,389			5,389
Total liabilities		5563,~~552~~739			55,831
Equity:
Cardiac Science Corporation shareholders’ equity:
Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares issued or outstanding as of March 31, 2010 and December 31, 2009, respectively		—			—
Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares issued or outstanding as of June 30, 2010 and December 31, 2009, respectively		—			—
Common stock (65,000,000 shares authorized), $0.001 par value, 23,647,872 and 23,566,320 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively		231,829			231,159
Common stock (65,000,000 shares authorized), $0.001 par value, 23,808,124 and 23,566,320 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively		232,455			231,159
Accumulated other comprehensive income		~~310~~53			304
Accumulated deficit		(~~181~~199,~~114~~624	)		(172,527	)
Total Cardiac Science Corporation shareholders’ equity		5132,~~025~~884			58,936
Noncontrolling interests		1,~~336~~276			1,293
Total equity		5234,~~361~~160			60,229
Total liabilities and equity	$	~~107~~97,~~913~~899		$	116,060

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

Page 3 of 3435

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In thousands, except share and per share data)	2010			2009			2010			2009
Revenues:
Products	$	2831,~~767~~672		$	3531,~~265~~653		$	60,439		$	66,918
Service		4,~~340~~431			4,~~399~~461			8,771			8,860
Total revenues		3336,~~107~~103			3936,~~664~~114			69,210			75,778
Cost of Revenues:
Products		1516,~~028~~047			1615,~~634~~433			31,075			32,067
Service		3,163			3,151
Corrective action costs		11,000			—			11,000			—
Total cost of revenues		18,191			19,785
Service		3,187			3,130			6,350			6,281
Gross profit		14,916			19,879
Total cost of revenues		30,234			18,563			48,425			38,348
Operating Expenses:
Gross profit		5,869			17,551			20,785			37,430
Research and development		4,205			3,471
Operating Expenses:
Sales and marketing		12,802			11,198
Research and development		4,629			3,617			8,834			7,088
General and administrative		6,393			5,616
Sales and marketing		12,412			11,271			25,214			22,469
Total operating expenses		23,400			20,285
General and administrative		7,201			6,349			13,594			11,965
Operating loss		(8,484	)		(406	)
Total operating expenses		24,242			21,237			47,642			41,522
Other Income (Loss):
Operating loss		(18,373	)		(3,686	)		(26,857	)		(4,092	)
Interest income		10			13
Other Income (Loss):
Other income (loss), net		131			(148	)
Interest income		8			19			18			32
Total other income (loss)		141			(135	)
Other income (loss), net		(37	)		545			94			397
Loss before income tax benefit (expense)		(8,343	)		(541	)
Total other income (loss)		(29	)		564			112			429
Income tax benefit (expense)		(133	)		166
Loss before income tax benefit (expense)		(18,402	)		(3,122	)		(26,745	)		(3,663	)
Net loss		(8,476	)		(375	)
Income tax benefit (expense)		(58	)		1,194			(191	)		1,360
Less: Net income attributable to noncontrolling interests		(111	)		(163	)
Net loss		(18,460	)		(1,928	)		(26,936	)		(2,303	)
Net loss attributable to Cardiac Science Corporation	$	(8,587	)	$	(538	)
Less: Net income attributable to noncontrolling interests		(50	)		(178	)		(161	)		(341	)
Net loss per share attributable to Cardiac Science Corporation:
Net loss attributable to Cardiac Science Corporation	$	(18,510	)	$	(2,106	)	$	(27,097	)	$	(2,644	)
Basic	$	(0.36	)	$	(0.02	)
Net loss per share attributable to Cardiac
Diluted	$	(0.36	)	$	(0.02	)
Science Corporation:
Weighted average shares outstanding:
Basic	$	(0.78	)	$	(0.09	)	$	(1.15	)	$	(0.11	)
Basic		23,593,905			23,056,214
Diluted	$	(0.78	)	$	(0.09	)	$	(1.15	)	$	(0.11	)
Diluted		23,593,905			23,056,214
Weighted average shares outstanding:
Basic		23,723,268			23,198,352			23,658,886			23,127,742
Diluted		23,723,268			23,198,352			23,658,886			23,127,742

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

Page 4 of 3435

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(In thousands)	2010			2009			2010			2009
Operating Activities:
Net loss	$	(818,~~476~~460	)	$	(~~375~~1,928	)	$	(26,936	)	$	(2,303	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		~~585~~635			~~659~~554			1,220			1,213
Depreciation and amortization		1,~~588~~620			1,~~525~~542			3,208			3,067
Deferred income taxes		—			(~~367~~1,398	)		—			(1,765	)
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable, net		(2,~~644~~662	)		~~7,987~~730			(18	)		8,717
Inventories		(21,~~018~~021	)		(~~1,241~~89	)		(997	)		(1,330	)
Prepaid expenses and other assets		~~574~~86			~~428~~(392	)		660			36
Accounts payable		~~133~~1,593			(~~2,339~~118	)		1,726			(2,457	)
Accrued liabilities		~~969~~(390	)		(1,~~336~~045	)		579			(291	)
Warranty liability		57(72	)		~~(102~~111	)		(15	)		9
Corrective action liabilities		(17,~~744~~947	)		—			6,203			—
Deferred revenue		~~529~~(649	)		~~(1,096~~426	)		(120	)		(670	)
Net cash provided by (used in) operating activities		(59,~~159~~331	)		~~3,743~~483			(14,490	)		4,226
Investing Activities:
Purchases of machinery and equipment		(~~676~~669	)		(~~885~~769	)		(1,345	)		(1,654	)
Proceeds from repayment of note		2—			7310			2			83
Cash paid for acquisitions		—			~~(54~~—	)		—			(54	)
Net cash used in investing activities		(~~674~~669	)		(~~866~~759	)		(1,343	)		(1,625	)
Financing Activities:
Proceeds from exercise of stock options and issuance of shares under employee stock purchase plan		9557			~~234~~502			152			736
Minimum tax withholding on restricted stock awards		(3064	)		~~(97~~—	)		(94	)		(97	)
Net cash provided by financing activities		65			137
Net cash provided by (used in) financing activities		(7	)		502			58			639
Effect of exchange rate changes on cash and cash equivalents		(93113	)		~~(106~~79	)		(206	)		(27	)
Net change in cash and cash equivalents		(510,~~861~~120	)		~~2,908~~305			(15,981	)		3,213
Cash and cash equivalents, beginning of period		2621,~~866~~005			3437,~~655~~563			26,866			34,655
Cash and cash equivalents, end of period	$	2110,~~005~~885		$	37,~~563~~868		$	10,885		$	37,868
Supplemental disclosures of noncash investing and financing activities:
Decrease in accrued machinery and equipment purchases	$	(16	)	$	(396	)
Increase (decrease) in accrued machinery and equipment purchases	$	(69	)	$	153		$	(85	)	$	(243	)

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

Page 5 of 3435

CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Organization and Description of Business

Cardiac Science develops, manufactures, and markets a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (AED), electrocardiograph devices (ECG/EKG), cardiac stress ~~test~~ treadmills and systems, PC-based diagnostic workstations, Holter monitoring systems, hospital defibrillators, ~~cardiac rehabilitation telemetry systems,~~ vital signs ~~and~~monitors, ~~spot~~cardiac ~~check~~rehabilitation ~~monitors,~~telemetry systems and cardiology data management systems (informatics) that connect with hospital information (HIS), electronic medical record (EMR), and other information systems. The Company sells a variety of related products and consumables and provides a portfolio of training, maintenance, and support services. Cardiac Science, the successor to the cardiac businesses that established the trusted Burdick®, Quinton® and Powerheart® brands, is headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, the ~~company~~ Company has operations in North America, Europe, and Asia.

The Company is the result of the combination of Quinton Cardiology Systems, Inc. (“Quinton”) and Cardiac Science, Inc. (“CSI”) pursuant to a merger transaction (the “Merger”) that was completed on September 1, 2005.

Basis of Presentation

The Company follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”. The FASB sets U.S. generally accepted accounting principles (“U.S. GAAP”) that the Company follows to ensure it consistently reports its financial position, results of operations, and cash flows. References to U.S. GAAP issued by the FASB in the Company’s notes to its unaudited condensed consolidated financial statements are to the FASB Accounting Standards Codification, sometimes referred to as the “Codification” or “ASC”.

The condensed consolidated balance sheet dated ~~March~~June 3130, 2010, the condensed consolidated statements of operations for the three and six month periods ended ~~March~~June 3130, 2010 and 2009, and the condensed consolidated statements of cash flows for the three and six month periods ended ~~March~~June 3130, ~~2010~~ 2010 and 2009 have been prepared by the Company and are unaudited. The condensed consolidated ~~balance~~ balance sheet dated December 31, 2009 was derived from the Company’s audited financial statements. ~~Certain~~ Certain information and note disclosures normally included in annual financial statements prepared in in accordance with ~~accounting~~U.S. ~~principles~~GAAP ~~generally accepted in the United States of America~~ have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The notes to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009 provide a summary of significant accounting policies and additional financial information that should be read in conjunction with this report.

The accompanying unaudited condensed consolidated financial statements present the Company on a consolidated basis, including the Company’s wholly owned subsidiaries and its majority owned joint ventures. All intercompany accounts and transactions have been eliminated.

Liquidity

As of ~~March~~June 3130, 2010, the Company’s cash and cash equivalents totaled $2110,~~005~~885,000. The Company ~~recently~~is ~~initiated~~currently in the process of addressing two separate voluntary corrective actions relating to its AED products, ~~one~~the first of which was initially announced in November 2009 and ~~one~~the second of which was initially announced in February~~, 2010. In 2009, the Company recorded charges totaling $21,000,000 representing the estimated costs associated with these corrective actions. Through March~~ ~~31,~~ 2010~~, the Company had used cash of $7,495,000 in carrying out these corrective actions, with remaining accrued corrective action liabilities of $13,505,000 at March 31, 2010~~. See Note 2. ~~The costs recorded are estimates and actual costs that the Company~~ incurs to complete the corrective actions could be more or less than the $13,505,000 accrual for corrective action liabilities that is remaining on the Company’s unaudited condensed consolidated balance sheet as of March 31, 2010. However, the Company expects that it will satisfy a significant portion of the requirements under its corrective actions during 2010 and expects to spend a significant amount of the remaining accrued corrective action liability costs during 2010, which will negatively impact the Company’s cash position. In addition, the Company expects to operate at a loss and to use cash in its operations for the remainder of 2010. The Company believes its existing cash and cash equivalents, and any potential borrowings under its available line of credit, will be sufficient to fund its anticipated operating losses, meet working capital requirements and fund anticipated capital expenditures and other obligations, including the estimated remaining costs of the ongoing corrective actions, through at least March 31, 2011.

~~Page~~ The 6Company has recorded charges totaling $32,000,000 related to these two voluntary corrective actions, of 34which $21,000,000 was recorded during 2009 and an additional $11,000,000 was recorded during the second quarter of 2010. This additional $11,000,000 charge is associated with the Company’s plan, first announced in July 2010, to replace or repair approximately 24,000 AEDs used by certain first responders and medical facilities in the United States and includes an estimate for devices located outside of the United States which the Company believes that it is probable that it would be required to repair or replace in the future. Through June 30, 2010, the Company had used cash of $10,548,000 in carrying out these corrective actions, with remaining accrued corrective action liabilities of $21,452,000 at June 30, 2010. See Note 2.

The costs recorded are estimates and actual costs that the Company incurs to complete the corrective actions could be more or less than the remaining $21,452,000 accrual as of June 30, 2010. The Company expects that it will satisfy substantially all of the requirements under its ongoing corrective actions during 2011 and expects to spend a significant amount of the remaining accrued corrective action liability costs during this same period, which will negatively impact the Company’s cash position. The Company expects to operate at a loss and to use cash in its operations for the remainder of 2010. However the Company currently believes that it will return to profitability at some point during 2011 and that it will begin to generate cash from its operations during 2011.

Page 6 of 35

~~However,~~On ~~the Company may be affected by economic~~July 16, ~~financial~~2010, ~~competitive, legislative, regulatory, business and other factors beyond~~ the Company’s ~~control.~~entered Asinto ~~further~~an ~~discussed~~amended inand ~~Note 2,~~restated inline ~~February 2010,~~of ~~the~~credit ~~Company~~agreement with ~~received~~Silicon aValley ~~warning~~Bank ~~letter from the Food & Drug Administration (“FDA”) noting~~which, among other things, ~~that~~increased the ~~voluntary~~amount ~~field~~available ~~corrective~~for ~~action announced in~~borrowing ~~November 2009~~from ~~is inadequate. In April 2010~~$5, ~~the FDA published additional information regarding this corrective action~~000,000 ~~further clarifying the AED models impacted by the potential component defect and provided further guidance~~ to ~~users of the Company’s affected AEDs. Additionally~~$15, ~~the FDA noted that the Company’s software update addresses “some~~000, ~~but not all electrical component defects~~000.” The Company isdid innot ~~ongoing~~have ~~discussions~~any ~~with~~borrowings ~~the~~under ~~FDA regarding the issues it raised in~~ its ~~warning~~line letter and in its follow up communications in April 2010 regarding this matter. It is possible that the Company may need to take different or additional corrective actions than anticipated depending on the outcome of ~~those discussions. Different or additional corrective actions could significantly~~credit ~~increase~~agreement ~~the~~at ~~cost of addressing the potential component defects that led to the Company to initiate the corrective action announced in November~~June ~~2009~~30, 2010. IfThe ~~the~~ Company ~~is unable to satisfy the FDA~~’s ~~concerns,~~ ~~the~~ability ~~Company may be subject~~ to ~~regulatory~~borrow ~~action~~under bythis ~~the~~agreement ~~FDA,~~is ~~including~~primarily ~~but not limited to~~based ~~seizure,~~on ~~injunction,~~outstanding ~~halting~~accounts ~~shipment~~receivable ~~of the Company’s products~~ and~~/or~~, ~~civil~~to ~~monetary penalties. Any such actions could significantly disrupt the Company’s ongoing business and operations and have~~ a ~~material~~lesser ~~adverse~~extent, ~~effect~~ on its ~~financial~~inventory ~~position and results of operations~~holdings. ~~Additionally,~~ quality issues and related corrective actions, as well as other matters, such as the recent re-entry into the market of the former AED market leader, may adversely impact the Company’s projected revenues in the near term. Accordingly, the Company may be required to reduce costs, which could adversely impact the Company’s forecasts for revenue growth in future periods.

AtThe ~~March~~Company believes it has addressed the issues raised by the Food and Drug Administration (“FDA”) in connection with the voluntary field corrective action first announced in November ~~31,~~2009. ~~2010~~See Note 2. However, the Company ~~did~~is ~~not~~in ~~have~~ongoing discussions ~~any~~with ~~borrowings~~the ~~under~~FDA regarding the remaining issues raised by the FDA in its ~~line~~warning letter from February 2010 which asserted inadequacies relating to the Company’s procedures associated with the evaluation, investigation and follow up of ~~credit~~complaints, ~~agreements~~procedures to verify the effectiveness ~~with~~of ~~Silicon~~corrective ~~Valley~~and ~~Bank.~~preventative ~~This~~actions ~~agreement~~and ~~expired~~procedures onrelating ~~March 31,~~to ~~2010~~certain design requirements. ~~The~~If the Company ~~entered~~is ~~into~~unable ato ~~new~~satisfy the FDA’s concerns, the Company may be subject to regulatory ~~line~~action ofby ~~credit~~the ~~agreement~~FDA, ~~with~~including ~~Silicon~~but ~~Valley~~not ~~Bank~~limited onto ~~April 27~~seizure, ~~2010~~injunction, ~~which~~halting ~~provides~~shipment ~~for~~of upthe Company’s toproducts $5and/or civil monetary penalties.0 Any such actions could significantly disrupt ~~million~~the Company’s ongoing business and operations and have a material adverse effect on its financial position and results of operations. Additionally, quality issues and related corrective actions may adversely impact the Company’s projected revenues in ~~revolving~~the ~~credit~~near term. ~~The~~Accordingly, ~~agreement~~the ~~expires~~Company may be required to reduce costs, which could adversely impact the Company’s forecasts for revenue growth in ~~April 2011~~future periods.

Given the above factors, the Company plans to closely monitor its actual and projected operating results and cash balances during the remainder of 2010, and beyond. Additionally, the Company is focused on executing its corrective action plans and reducing operating losses during the remainder of 2010 and returning to profitability at some point during 2011. The Company intends to reduce operating losses through both revenue growth and by reducing operating expenses beginning in the second half of 2010 and during 2011. If the Company’s actual operating results are not in line with its projected results, the Company intends to ~~reduce costs~~, toand believes it has the ~~extent~~ability to, make such cost reductions should they become necessary. Ultimately, the Company anticipates it will have sufficient operating profits, and/or cash generated from operations in future periods, to ~~enable~~repay any borrowings under its line of credit. Further, the Company believes its existing cash and cash equivalents and ability to ~~continue~~borrow ~~operations~~under ~~through~~its available line of credit will be sufficient to fund its anticipated operating losses for at least ~~March 31~~the next twelve months, ~~2011.~~as ~~While~~well ~~such~~as ~~cost~~to ~~reductions~~meet ~~might~~working capital ~~negatively~~requirements ~~impact~~and ~~future~~fund ~~growth~~anticipated ~~opportunities~~capital expenditures and other obligations, including the estimated remaining costs of the ongoing corrective actions. Further, the Company believes it ~~has~~will be ~~the~~able ~~ability~~ to ~~make~~renew ~~such~~its ~~reductions~~line ~~should~~of ~~they~~credit ~~become~~agreement ~~necessary~~with Silicon Valley Bank in July 2011. ~~In addition~~However, to the ~~Company~~extent ~~may~~the beCompany ~~forced~~is tonot ~~borrow~~successful ~~from~~in renewing its line of credit, or if other adverse events or circumstances arise during the remainder of 2010 or 2011 which could require additional funding beyond that available under its current line of credit, orthe Company may need to seek additional or alternative sources of financing. There can be no assurance that the Company would be able to obtain financing from alternative sources and, if such financing were to be available, it may be expensive and/or dilutive to stockholders.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. These estimates include the collectibility of accounts receivable, the recoverability of inventory, the adequacy of warranty liabilities, the adequacy of our liabilities for corrective actions, the valuation of stock awards, the fair value of patent rights, estimated worldwide effective tax rates in U.S. and foreign jurisdictions, the realizability of investments, the realizability of deferred tax assets and valuation and useful lives of tangible and intangible assets, among others. The market for the Company’s products is characterized by intense competition, rapid technological development and frequent new product introductions, all of which could affect the future realizability of the Company’s assets. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the period they are determined to be necessary.

Net Loss Per Share

Basic loss per share is computed by dividing net loss attributable to Cardiac Science Corporation by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to Cardiac Science Corporation by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock options, non-vested stock awards, warrants and issuance of shares under the Company’s 2002 Employee Stock Purchase Plan (“ESPP”) using the treasury stock method. Common equivalent shares are excluded from the calculation if their effect is antidilutive.

Page 7 of 3435

The following table sets forth the computation of basic and diluted net loss per share attributable to Cardiac Science Corporation:

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
(in thousands, except share data)	2010			2009			2010			2009
Numerator:
Net loss attributable to Cardiac Science Corporation	$	(818,~~587~~510	)	$	(~~538~~2,106	)	$	(27,097	)	$	(2,644	)
Denominator:
Weighted average shares for basic calculation		23,~~593~~723,~~905~~268			23,~~056~~198,~~214~~352			23,658,886			23,127,742
Weighted average shares for diluted calculation		23,~~593~~723,~~905~~268			23,~~056~~198,~~214~~352			23,658,886			23,127,742

The following table sets forth the number of antidilutive shares issuable upon exercise of stock options, non-vested stock awards, ESPP and warrants excluded from the computation of diluted net loss attributable to Cardiac Science Corporation per share:

	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
	2010		2009		2010		2009
Antidilutive shares issuable upon exercise of stock options		32,~~029~~907,~~996~~638		3,~~000~~094,~~194~~822		2,907,638		3,094,822
Antidilutive shares issuable upon exercise of warrants		—		212,776		—		212,776
Antidilutive shares related to non-vested stock awards and ESPP		1,~~737~~546,~~339~~725		~~383~~935,~~907~~039		1,546,725		935,039
Total		4,~~767~~454,~~335~~363		34,~~596~~242,~~877~~637		4,454,363		4,242,637

Customer and Vendor Concentrations

For the three and six month periods ended ~~March~~June 3130, 2010 and 2009, we did not have any customers that accounted for more than 10% of our revenues.

For the three and six month periods ended ~~March~~June 3130, 2010, we had one vendor in each period that accounted for 10% of purchases during these periods. For the three and six month periods ended June 30, 2009, we had one vendor which accounted for 13% of purchases during ~~both~~all of these periods. Although components are available from other sources, a key vendor’s inability or unwillingness to supply components in a timely manner or on terms acceptable to the Company could adversely affect the Company’s ability to meet customers’ demands.

Subsequent Events

Subsequent events have been evaluated through the date of issuance of these unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for the Company with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for the Company with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not and will not have a material impact on the Company’s financial statements.

In September 2009, the Emerging Issues Task Force (“EITF”) reached a consensus related to revenue arrangements with multiple deliverables, which the FASB then issued as an Accounting Standards Update (“ASU”), 2009-13. The ASU amends Accounting Standards Codification (“ASC”) Subtopic 605-25, “Revenue Recognition — Multiple Element Arrangements” and ~~provides application~~ guidance on whether multiple deliverables exist in a revenue arrangement, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This ASU establishes a selling

Page 8 of 3435

provides application guidance on whether multiple deliverables exist in a revenue arrangement, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This ASU establishes a selling price hierarchy for determining the selling price of a deliverable based on vendor-specific objective evidence, if available, third-party evidence, or estimated selling price if neither vendor-specific nor third-party evidence is available. The ASU can be applied on a prospective basis or in certain circumstances on a retrospective basis. The Company plans to adopt this ASU on a prospective basis beginning January 1, 2011. The Company believes the adoption of this ASU may have an impact on its financial position and results of operations, however it is uncertain whether the impact will be material. The Company is continuing to evaluate this ASU as of ~~March~~June 3130, 2010.

In September 2009, the EITF reached a consensus related to revenue arrangements that include software elements, which the FASB issued as ASU, 2009-14. The ASU amends ASC Subtopic 985-605, “Software — Revenue Recognition.” Previously, companies that sold tangible products with “more than incidental” software were required to apply software revenue recognition guidance. This guidance often delayed revenue recognition for the delivery of the tangible product. Under the new guidance, tangible products that have software components that are “essential to the functionality” of the tangible product will be excluded from the software revenue recognition guidance. The new guidance will include factors to help companies determine what is “essential to the functionality.” Software-enabled products will now be subject to other revenue guidance and will likely follow the guidance for multiple deliverable arrangements issued by the FASB in September 2009 in ASU 2009-13. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The Company plans to adopt this ASU on a prospective basis beginning January 1, 2011. The Company believes the adoption of this ASU may have an impact on its financial position and results of operations, however it is uncertain whether the impact will be material. The Company is continuing to evaluate this ASU as of ~~March~~June 3130, 2010.

2. Corrective Action Liabilities

~~The Company recorded charges totaling $21,000,000 during the year ended December~~November ~~31,~~ 2009 ~~representing~~ ~~estimated~~Corrective ~~costs related to two separate voluntary corrective actions associated with~~Actions the Company’s AED products. These charges were comprised of $18,500,000 for a field corrective action associated with nearly 300,000 AEDs manufactured between June 2003 and June 2009 and $2,500,000 for a voluntary medical device recall of approximately 12,200 AEDs manufactured between October 2009 and January 2010. These charges were included in cost of revenues on the consolidated statements of operations for the year ended December 31, 2009.

The Company’s corrective action liabilities are included in corrective action liabilities on the unaudited condensed consolidated balance sheets and are summarized as follows (amounts in thousands):

			Charged to
	Beginning		product cost							End of
(in thousands)	of period		of revenues		Adjustments		Expenditures			period
Three months ended March 31, 2010	$	15,249	$	—	$	—	$	(1,744	)	$	13,505

At the end of the second quarter of 2009, the Company voluntarily ceased shipments of certain of its AED products due to two instances the Company became aware of involving the failure of AEDs to deliver therapy during a resuscitation attempt, apparently as a consequence of a malfunction of one of the components used in the manufacture of the affected AED products. On August 10, 2009, the Company resumed production and shipments of the AED products after implementing a more stringent process to test for defects in the component at issue.

During the third quarter of 2009, the Company conducted a thorough review and analysis of the potential for certain of its AED products shipped prior to August 10, 2009 to fail to perform a rescue due to the component issue described above. The Company determined that the component at issue has the unlikely potential to fail and that routine self-tests performed by the AED may not detect a component that has malfunctioned. The Company also determined that approximately 300,000 AEDs shipped between June 2003 and June 2009 are potentially impacted by the component issue. In November 2009 the Company announced it was initiating a voluntary field corrective action to enhance the reliability of the affected AED units in the field through a software update related to the AEDs’ routine self test functionality. The Company recorded ana ~~estimated~~ charge of $18,500,000 in the third quarter of 2009 related to this corrective action. During the first quarter of 2010, the Company completed development of the initial software update related to certain models of its AEDs and made this update available to its customers earlier than originally communicated in November 2009. AsThe ofCompany ~~March 31,~~introduced ~~2010,~~ the ~~Company~~remaining ~~is continuing to develop additional~~ versions of the software update for ~~the~~all remaining ~~affected AEDs~~AED ~~and~~models ~~anticipates~~in the software update will be available for all affected AEDs during the second quarter of 2010. The Company expects that it will satisfy a significant portion of the requirements under this corrective action during 2010. Further, as of MarchJune ~~31,~~ 2010~~, the Company believes the estimated costs associated with this corrective action, which were recorded in 2009, will be sufficient to fund the remaining expected costs of this matter~~.

~~Page~~ In 9February 2010, the Company received a warning letter from the FDA noting, among other things, that the voluntary field corrective action it announced in November 2009 is inadequate since the software update is intended to improve the products’ ability to detect the potential component defect, but is not designed to prevent component failure. See Note 1. In April 2010, the FDA published additional information regarding this corrective action, further clarifying the AED models impacted by the potential component defect and provided further guidance to users of 34the Company’s affected AEDs. Additionally, the FDA noted that the Company’s software update addresses “some, but not all electrical component defects.”

Following discussions with the FDA, in July 2010, the Company announced it will replace approximately 24,000 AEDs used by certain first responders and medical facilities in the United States that are included in the customer population covered by the voluntary corrective action first announced in November 2009. The population of first responders includes police, fire and ambulance services and medical facilities include hospitals, medical clinics, dialysis centers and assisted living facilities. The Company recorded an additional $11,000,000 charge during the second quarter of 2010, representing the estimated costs for repair or replacement of these devices, as well as an estimate of the cost to repair or replace certain devices located outside of the United States that the Company believes that it is probable that it would be required to perform in the future. The Company expects that it will satisfy substantially all of the requirements under this corrective action during 2011.

Page 9 of 35

~~During~~Concurrent to the ~~first~~Company’s ~~quarter of~~ July 2010 announcement, the ~~Company~~FDA ~~announced~~published ~~it was initiating~~ a ~~worldwide~~communication ~~voluntary~~regarding ~~medical~~the ~~device~~Company’s ~~recall~~updated ~~after~~corrective ~~determining~~action ~~that approximately 12~~plan,~~200~~ ~~AEDs~~citing ~~may~~the ~~not~~Company’s becommitment ~~able~~ to repair ~~deliver~~or ~~therapy~~replace ~~during~~approximately ~~a resuscitation attempt~~24,000 ~~which~~high ~~may~~risk ~~lead to serious adverse events~~ and/or ~~death. These~~frequently used AEDs ~~were~~with ~~manufactured~~first inresponders aand medical ~~way~~facilities ~~that~~within ~~makes~~the ~~them~~United ~~potentially susceptible to failure under certain conditions~~States. The FDA ~~was~~recommended ~~informed~~that ofall ~~this~~other ~~situation~~impacted ~~in February 2010. The Company recorded a~~customers ~~charge~~follow ofthe $2process,~~500,000~~ inas ~~the~~outlined ~~fourth~~by ~~quarter~~the ofCompany, ~~2009~~for ~~related~~implementing tothe ~~this~~software ~~voluntary~~update ~~recall.~~which ~~During~~has ~~the~~been ~~first~~made ~~quarter~~available ofto ~~2010,~~customers through the Company’s ~~replaced~~website aor ~~significant~~through ~~number~~a ofsoftware ~~devices~~kit ~~included in this~~shipped ~~corrective~~directly ~~action~~to ~~and~~the iscustomer. ~~currently~~The ~~expecting~~Company believes this ~~matter~~updated torecommendation ~~be substantially complete~~ by the ~~end~~FDA ofaddressed all ~~the~~outstanding ~~second~~issues ~~quarter~~with ~~of 2010. As of March 31, 2010,~~ the Company’s ~~believes~~previously ~~its~~communicated ~~original~~plan ~~estimate~~to ~~of costs~~address ~~associated~~potential ~~with~~component defects ~~this~~through ~~corrective~~a ~~action~~field ~~will~~software beupdate ~~sufficient~~as tooriginally ~~address~~announced ~~the~~in ~~remaining expected costs associated with this matter~~November 2009.

~~The~~February 2010 ~~costs~~Corrective ~~of these voluntary corrective actions are estimates. The actual costs incurred by~~Action the Company to implement the voluntary corrective actions could vary significantly based on an number of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes employed by the Company to address the issues, the customer response rate in implementing the corrective action plans, the level of required follow up with customers, the extent to which the Company relies on third party assistance to carry out the corrective actions, and the length of time and other resources required to complete the corrective actions, among others. Moreover, the Company cannot be certain whether its proposed plan to address the component issues described above through a field software update will be acceptable, or whether it may need to address other issues relating to the reliability of its AED products, until it concludes discussions with the FDA and other stakeholders.

InDuring ~~February 2010,~~ the ~~Company~~first ~~received~~quarter aof ~~warning~~2010, ~~letter from~~ the ~~FDA~~Company ~~noting,~~announced ~~among~~it ~~other things,~~was ~~that~~initiating ~~the~~a worldwide voluntary ~~field~~medical ~~corrective~~device ~~action~~recall itafter ~~announced~~determining inthat ~~November 2009~~approximately is12,200 ~~inadequate since~~AEDs ~~the~~may ~~software~~not ~~update~~be isable ~~intended~~ to deliver ~~improve~~therapy ~~the~~during ~~products’~~a ~~ability~~resuscitation ~~to detect the potential component defect~~attempt, ~~but~~which ismay ~~not~~lead ~~designed~~ to ~~prevent~~serious ~~component~~adverse ~~failure.~~events ~~The~~or ~~FDA warning letter also~~death. ~~asserted~~These ~~other~~AEDs ~~inadequacies,~~were ~~including~~manufactured ~~the~~in ~~Company’s~~a ~~procedures~~way ~~relating~~that tomakes ~~the~~them ~~evaluation, investigation~~potentially ~~and~~susceptible ~~follow up of complaints, procedures~~ to ~~verify~~failure ~~the effectiveness of corrective and~~under ~~preventative~~certain ~~actions~~conditions. ~~and~~The ~~procedures~~FDA ~~relating~~was toinformed ~~certain~~of ~~design~~this ~~requirements.~~situation Inin ~~April~~February 2010,. ~~the~~The ~~FDA published~~Company ~~additional~~recorded ~~information~~a charge ~~regarding~~of ~~this corrective action~~$2,500,000 ~~further~~in ~~clarifying~~ the ~~AED models~~fourth ~~impacted~~quarter byof ~~the~~2009 ~~potential~~related ~~component~~to ~~defect~~this ~~and~~voluntary ~~provided~~recall. ~~further~~As ~~guidance to users~~ of ~~the~~June 30, ~~Company’s affected AEDs. Additionally~~2010, the ~~FDA noted that the~~ Company’s ~~software~~has ~~update~~replaced ~~addresses “some,~~substantially ~~but not~~ all ~~electrical~~of ~~component defects.” The Company is in ongoing discussions with~~ the ~~FDA~~ ~~regarding~~devices ~~the~~included ~~issues it raised~~ in ~~its~~this ~~warning~~corrective ~~letter~~ action and inis ~~its~~currently ~~follow~~expecting ~~up communications in April 2010 regarding~~ this matter. ~~The Company may need~~ to ~~take~~be ~~different~~complete orby ~~additional corrective actions than anticipated depending on~~ the ~~outcome~~end of ~~those discussions. Different or additional corrective actions could significantly increase~~ the ~~cost~~third quarter of ~~addressing the component issues that led the Company to initiate the corrective action announced in November 2009~~2010.

~~Although~~Recorded ~~the estimated costs of the voluntary corrective actions were recorded in 2009, the~~Charges Company expects that it will satisfy a significant portion of the requirements under the corrective actions during 2010 and expects to spend a significant amount of the remaining accrued corrective action liability costs during 2010, which will continue to have a negative impact on cash flows during the remainder of 2010 and possibly later periods. Further, as a result of these charges, the Company also considered the impact the corrective actions could have on the carrying value of indefinite lived intangible assets or other long lived assets including property and equipment and intangible assets subject to amortization, or the realizability of its inventories as of March 31, 2010. Based on the Company’s analysis, it was determined that no additional adjustments were required to be made to the carrying value of these assets as of March 31, 2010.

As of June 30, 2010, the Company has recorded charges totaling $32,000,000 representing estimated costs related to the two voluntary corrective actions described above. These charges were included in cost of revenues on the consolidated statements of operations for the year ended December 31, 2009 and on the unaudited condensed consolidated statement of operations for the three and six month periods ended June 30, 2010.

The Company’s corrective action liabilities are included in corrective action liabilities on the unaudited condensed consolidated balance sheets and are summarized as follows:


			Charged to
	Beginning		product cost							End of
(in thousands)	of period		of revenues		Adjustments		Expenditures			period
Six months ended June 30, 2010	$	15,249	$	11,000	$	—	$	(4,797	)	$	21,452

The costs of these voluntary corrective actions are estimates. The actual costs incurred by the Company to implement the voluntary corrective actions could vary significantly based on a number of factors, including the outcome of discussions or negotiations with applicable regulatory bodies in geographies outside the U.S., the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes employed by the Company to address the issues, the customer response rate in implementing the corrective action plans, the level of required follow up with customers, the extent to which the Company relies on third party assistance to carry out the corrective actions, the extent to which AED units recovered from affected customers can be repaired and used as replacement units for other customers, and the length of time and other resources required to complete the corrective actions, among others. However, as of June 30, 2010, the Company believes its remaining accrued corrective action liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2010 will be sufficient to fund the remaining expected costs of these matters.

The Company expects that it will satisfy substantially all of the requirements under its ongoing corrective actions during the remainder of 2010 and during 2011, which will continue to have a negative impact on cash flows during this same period, and possibly later periods. Further, as a result of these charges, the Company also considered the impact the corrective actions could have on the carrying value of indefinite lived intangible assets or other long lived assets including property and equipment and intangible assets subject to amortization, or the realizability of its inventories as of June 30, 2010. Based on the Company’s analysis, it was determined that no adjustments to the carrying value of these assets were required as of June 30, 2010.

The results of the Company’s evaluation of the component issues described herein and any responsive actions taken by the Company are subject to significant uncertainty. The Company’s policy is to assess the likelihood of any potential corrective actions, voluntary or not, associated with its products as well as ranges of possible or probable costs associated with such activities, when appropriate. A determination of the amount of the liability required for this or other contingencies is made after an analysis of each known issue. A liability is recorded and charged to cost of revenues if and when the Company determines that a loss is probable and the amount of the loss can be reasonably estimated. Additionally, the Company discloses contingencies for which a material loss is reasonably possible, but not probable.

Page 10 of 35

3. Equity and Comprehensive Income (Loss)

For the Company, components of other comprehensive income (loss) consist of unrealized gains and losses on available-for-sale securities, net of related income tax effects, if applicable, and translation gains and losses related to consolidation of financial statements from foreign subsidiaries and joint ventures. Available for sale securities are classified as investments in unconsolidated entities on the unaudited condensed consolidated balance sheets.

The Company reports its noncontrolling interests in consolidated joint ventures as a component of equity in the Company’s unaudited condensed consolidated balance sheets separate from the parent’s equity. Transactions that do not result in the deconsolidation of the subsidiary are recorded as equity transactions, while those transactions that do result in a change from noncontrolling to controlling ownership, or a deconsolidation of the subsidiary, are recorded in net income (loss) with the gain or loss measured at fair value.

~~Page~~ The 10following tables reflect the changes in equity attributable to both Cardiac Science Corporation and the noncontrolling interests of 34the joint ventures in which the Company has a majority, but not total, ownership interest for the three and six month periods ended June 30, 2010 and 2009, respectively:


	Attributable to
	Cardiac Science			Noncontrolling			Total
(in thousands)	Corporation			Interests			Equity
Equity at March 31, 2010	$	51,025		$	1,336		$	52,361
Comprehensive loss:
Net income (loss)		(18,510	)		50			(18,460	)
Unrealized gains on available for sale securities		(92	)		—			(92	)
Foreign currency translation adjustments		(165	)		(110	)		(275	)

Comprehensive loss		(18,767	)		(60	)		(18,827	)
Stock-based transactions and compensation expense under employee benefit plans		626			—			626

Equity at June 30, 2010	$	32,884		$	1,276		$	34,160


Equity at March 31, 2009	$	131,880		$	658		$	132,538
Comprehensive income (loss):
Net income (loss)		(2,106	)		178			(1,928	)
Unrealized losses on available for sale securities, net of related tax of ($183)		402			—			402
Foreign currency translation adjustments		54			33			87

Comprehensive income (loss)		(1,650	)		211			(1,439	)
Stock-based transactions and compensation expense under employee benefit plans		1,044			—			1,044

Equity at June 30, 2009	$	131,274		$	869		$	132,143

Page 11 of 35

change from noncontrolling to controlling ownership, or a deconsolidation of the subsidiary, are recorded in net income (loss) with the gain or loss measured at fair value.


	Attributable to
	Cardiac Science			Noncontrolling			Total
(in thousands)	Corporation			Interests			Equity
Equity at December 31, 2009	$	58,936		$	1,293		$	60,229
Comprehensive loss:
Net income (loss)		(27,097	)		161			(26,936	)
Unrealized gains on available for sale securities		15			—			15
Foreign currency translation adjustments		(266	)		(178	)		(444	)

Comprehensive loss		(27,348	)		(17	)		(27,365	)
Stock-based transactions and compensation expense under employee benefit plans		1,296			—			1,296

Equity at June 30, 2010	$	32,884		$	1,276		$	34,160


Equity at December 31, 2008	$	131,703		$	545		$	132,248
Comprehensive income (loss):
Net income (loss)		(2,644	)		341			(2,303	)
Unrealized losses on available for sale securities, net of related tax of ($169)		374			—			374
Foreign currency translation adjustments		(27	)		(17	)		(44	)

Comprehensive income (loss)		(2,297	)		324			(1,973	)
Stock-based transactions and compensation expense under employee benefit plans		1,868			—			1,868

Equity at June 30, 2009	$	131,274		$	869		$	132,143

The following tables reflect the changes in equity attributable to both Cardiac Science Corporation and the noncontrolling interests of the joint ventures in which the Company has a majority, but not total, ownership interest for the three month periods ended March 31, 2010 and 2009, respectively:

	Attributable to
	Cardiac Science			Noncontrolling			Total
(in thousands)	Corporation			Interests			Equity
Equity at December 31, 2009	$	58,936		$	1,293		$	60,229
Comprehensive income (loss):
Net income (loss)		(8,587	)		111			(8,476	)
Unrealized gains on available for sale securities		107			—			107
Foreign currency translation adjustments		(101	)		(68	)		(169	)
Comprehensive income (loss)		(8,581	)		43			(8,538	)
Stock-based transactions and compensation expense under employee benefit plans		670			—			670
Equity at March 31, 2010	$	51,025		$	1,336		$	52,361
Equity at December 31, 2008	$	131,703		$	545		$	132,248
Comprehensive income (loss):
Net income (loss)		(538	)		163			(375	)
Unrealized losses on available for sale securities, net of related tax of $14		(28	)		—			(28	)
Foreign currency translation adjustments		(81	)		(50	)		(131	)
Comprehensive income (loss)		(647	)		113			(534	)
Stock-based transactions and compensation expense under employee benefit plans		824			—			824
Equity at March 31, 2009	$	131,880		$	658		$	132,538

4. Segment Reporting

The Company is required to disclose selected information about operating segments. The Company also reports related disclosures about products and services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses whose separate financial information is available and is evaluated regularly by the Company’s chief operating decision makers, or decision making group, to perform resource allocations and performance assessments.

The Company’s chief operating decision makers are the Chief Executive Officer and other senior executive officers of the Company. Based on evaluation of the Company’s financial information, management believes that the Company operates in one reportable segment with its various cardiology products and services.

The Company’s chief operating decision makers evaluate revenue performance of product lines, both domestically and internationally. However, operating, strategic and resource allocation decisions are based primarily on the Company’s overall performance in its operating segment.

Page 11 of 34

The following table summarizes revenues by product line:

	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
(in thousands)	2010		2009		2010		2009
Defibrillation products	$	1519,~~862~~051	$	2216,~~916~~853	$	34,913	$	39,791
Cardiac monitoring products		12,~~905~~621		1214,~~349~~800		25,526		27,127
Service		4,~~340~~431		4,~~399~~461		8,771		8,860
Total	$	3336,~~107~~103	$	3936,~~664~~114	$	69,210	$	75,778

Page 12 of 35

The following table summarizes revenues, which are attributed based on the geographic location of the customers:

	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
(in thousands)	2010		2009		2010		2009
Domestic	$	2425,~~489~~915	$	2526,~~864~~227	$	50,404	$	52,090
Foreign		810,~~618~~188		139,~~800~~887		18,806		23,688
Total	$	3336,~~107~~103	$	3936,~~664~~114	$	69,210	$	75,778

Foreign revenue includes $82,000 and $3,659,000 attributed to Nihon Kohden Corporation, our exclusive distributor of AEDs in Japan for the three months ended March 31, 2010 and 2009, respectively.

On June 15, 2009, the Company notified Nihon Kohden, its distributor of AEDs in Japan, that its exclusive OEM Supply and Purchase Agreement dated effective as of January 1, 2008 (the “OEM Agreement”) will terminate effective June 15, 2010. The Company elected to terminate the OEM Agreement in order to explore alternative means of distributing AED products in that market, largely in response to Nihon Kohden’s release of a competing AED. The Company expects to finalize distribution plans for the Japanese market in the near future. The Company does not expect to realize significant revenue in Japan until such plans have been finalized and implemented.

Substantially all intangible assets are domestic. Long-lived assets located outside of the United States are not material.

5. Inventories

Inventory is valued at the lower of cost or market. Cost is determined using a standard cost method, including material, labor and factory overhead. Inventories were comprised of the following:

	March 31,		December 31,
	June 30,		December 31,
(in thousands)	2010		2009
Raw materials	$	1716,~~528~~770	$	18,752
Finished goods		87,~~028~~706		4,829
Total inventories	$	2524,~~556~~476	$	23,581

WeThe ~~perform~~Company performs a detailed analysis of our inventories on a quarterly basis, or more ~~frequently~~ frequently should circumstances arise. Such circumstances could include, but would not be limited to, changes in a product bill of material due to design or quality improvements, product failures related to faulty or defective materials, decisions regarding product life cycles, and the Company’s ability to sell refurbished products, among others. This analysis is performed to ensure inventory items are carried at the lower of cost, on a weighted average basis, or market, and that we ~~have~~the Company has adequately reserved any excess and/or obsolete items in inventory.

Page 12 of 34

6. Intangible Assets

The following table sets forth the balances of intangible assets at ~~March~~June 3130, 2010 (in thousands):

				Accumulated
	Useful life	Cost		Amortization			Net
Intangible assets not subject to amortization:
Burdick trade name		$	3,400	$	—		$	3,400
Cardiac Science trade name			11,380		—			11,380
Cardiac Science Deutschland trade name			~~180~~163		—			~~180~~163
Total intangible assets not subject to amortization			14,~~960~~943		—			14,~~960~~943
Intangible assets subject to amortization:
Cardiac Science customer relationships	5 years		8,650		(78,~~929~~362	)		~~721~~288
Cardiac Science developed technology	8 years		11,330		(6,~~491~~845	)		4,~~839~~485
Burdick distributor relationships	10 years		1,400		(1,~~015~~050	)		~~385~~350
Burdick developed technology	7 years		860		(860	)		—
Patents and patent applications	5-10 years		960		(~~935~~938	)		2522
Patent rights	6-13 years		7,692		(1,~~626~~781	)		65,~~066~~911
Total intangible assets subject to amortization			30,892		(1819,~~856~~836	)		1211,~~036~~056
Total		$	45,~~852~~835	$	(1819,~~856~~836	)	$	2625,~~996~~999

Page 13 of 35

The Company’s estimated expense for the amortization of intangibles for each full year ended December 31 is summarized as follows (in thousands):

2010 (excluding Q1 2010)	$	2,363
2010 (excluding Q1, Q2 2010)	$	1,383
2011		2,190
2012		2,187
2013		1,567
2014		623
Thereafter		3,106

7. Credit Facility

~~The~~On July 16, 2010, the Company ~~previously~~entered ~~had~~into aan ~~$10.0 million~~amended and restated line of credit agreement with Silicon Valley Bank ~~(“SVB”)~~ which ~~expired on March 31~~, ~~2010.~~among Onother ~~April 27~~things, ~~2010,~~increased the ~~Company~~amount ~~entered~~available ~~into a new line of credit~~ for upborrowing ~~to $5.0 million~~ in revolving credit ~~with~~from ~~SVB.~~$5,000,000 ~~This~~to ~~new agreement expires in April 2011~~$15,000,000. The Company’s ability to borrow under this agreement is based largely on its ~~“eligible” domestic~~ accounts receivable outstanding at the time of borrowing, and, to a lesser extent, on its inventory holdings. Interest on borrowings, if any, will ~~vary~~be ~~depending~~based on ~~whether~~ the Wall ~~Company~~Street Journal Prime rate plus 2.5%. Interest is ~~operating~~ ~~with~~payable ~~positive~~monthly, oron ~~negative~~the ~~Adjusted~~last ~~EBITDA~~day of the month, and ~~will~~all beobligations ~~based~~are due on July 14, 2011. In addition, upon finalizing the ~~Wall~~agreement ~~Street~~in July 2010, ~~Journal~~the Company paid Silicon Valley Bank a non-refundable commitment fee of $175,000 and any ~~Prime~~unused ~~rate~~balances ~~plus~~under ~~1.0%~~this tofacility ~~1.75%~~will orbear ~~LIBOR~~monthly ~~plus~~fees ~~3.75%~~equal to 40.25% per annum on the average unused portion of the revolving line. The Company granted ~~SVB~~Silicon Valley Bank a first ~~priority~~ priority security interest in substantially all of its assets to secure its obligations under the line of ~~credit. At March 31, 2010, the Company did not have any~~ ~~borrowings under this or any other line of~~ credit.

At June 30, 2010, the Company did not have any borrowings under this or any other line of credit.

8. Warranty Liability

Changes in the warranty liability for the ~~three~~six months ended ~~March~~June 3130, 2010 were as follows:

	Three Months Ended
	Six Months Ended
(in thousands)	~~March~~June 3130, 2010
Warranty liability, beginning of the period	$	4,028
Charged to product cost of revenues, net		~~437~~887
Warranty expenditures		(~~412~~934	)
Warranty liability, end of the period	$	43,~~053~~981

Page 13 of 34

9. Stock-Based Compensation Plans

The Company maintains an ESPP, ~~and~~as well as several equity incentive plans under which it may ~~grant~~ grant non-qualified stock options, incentive stock options and non-vested stock awards to employees, non-employee directors and consultants.

InThe ~~January 2010 the Company granted to certain of its executives 625,000 non-vested stock awards as part of a long term performance based restricted stock unit award program, with a~~ fair value of ~~$2.35~~each ~~per~~option ~~share.~~grant ~~These~~and ~~awards~~ESPP ~~will~~purchase ~~vest~~is atestimated using the ~~end of a three~~Black-~~year performance period 50%~~Scholes ~~based~~option-pricing onmodel ~~the achievement of a specified revenue compound annual growth rate~~ with ~~certain adjustments and 50% based on specified combined operating cash flow (or suitable financing in place to fund operations beyond 2012) with certain adjustments. Additionally,~~ the ~~Company~~following ~~granted 50,000 non~~weighted-~~vested~~average ~~stock~~assumptions ~~awards~~and ~~with~~the a fair value of ~~$2.37 per share which vest ratably over a four-year period in annual increments beginning one year from~~ the ~~date of grant. Non~~ non-vested stock awards ~~require~~ nois ~~payment~~calculated ~~from~~based on the ~~employee,~~market ~~with~~value of the ~~exception~~shares ofawarded ~~employee~~at ~~related~~date ~~federal taxes.~~of grant:

~~The~~Page ~~Company~~14 ~~issued 52,189 and 40,951 shares~~ of ~~common stock during the three months ended~~35 ~~March 31, 2010 and 2009, respectively, in connection with the ESPP and received total proceeds of $95,000 and $127,000, respectively.~~


	Three months ended						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
Stock options plans:
Volatility		55.5	%		54.0	%		55.5	%		53.7	%
Expected term (years)		6.00			6.70			6.00			6.61
Risk-free interest rate		3.3	%		2.7	%		3.3	%		2.6	%
Expected dividend yield		—			—			—			—
Fair value of options granted	$	1.03		$	2.30		$	1.03		$	2.16

Employee stock purchase plan:
Volatility		47.0	%		40.0	%		47.0	%		40.0	%
Expected term (years)		0.5			0.5			0.5			0.5
Risk-free interest rate		2.7	%		2.1	%		2.7	%		2.1	%
Expected dividend yield		—			—			—			—
Fair value of employee stock purchase rights	$	0.79		$	1.73		$	0.79		$	1.73

Non-vested stock:
Fair value of non-vested stock awards granted	$	1.51		$	4.10		$	2.32		$	4.07

In January 2010, the Company granted to certain of its executives 625,000 non-vested stock awards as part of a long term performance based restricted stock unit award program. These awards will vest at the end of a three-year performance period, with 50% based on the achievement of a specified revenue compound annual growth rate with certain adjustments and 50% based on specified combined operating cash flow (or suitable financing in place to fund operations beyond 2012) with certain adjustments. The Company has granted an additional 78,500 non-vested stock awards during 2010. These non-vested stock awards vest ratably over a four-year period in annual increments beginning one year from the date of grant. Non-vested stock awards require no payment from the employee, with the exception of employee related federal taxes.

The following table summarizes information about the non-vested stock award activity during the three and six month periods ended June 30, 2010:


	Shares
Non-vested balance, December 31, 2009		1,045,460
Granted		675,000
Vested		(41,738	)
Forfeited		(89,194	)

Non-vested balance, March 31, 2010		1,589,528
Granted		28,500
Vested		(147,288	)
Forfeited		(19,637	)

Non-vested balance, June 30, 2010		1,451,103

In April 2010, the Company granted 7,500 shares of non-qualified stock options. Stock options typically vest 25% after one year from the date of the grant and then monthly thereafter over a four year period.

The Company issued 57,955 and 36,753 shares of common stock during the three month periods ended June 30, 2010 and 2009, respectively, and 110,144 and 77,704 shares of common stock during the six month periods ended June 30, 2010 and 2009, respectively in connection with the ESPP and received total proceeds of $57,000, $129,000, $152,000 and $256,000, respectively.

Page 15 of 35

10. Commitments and Contingencies

Other Commitments

As of ~~March~~June 3130, 2010, the Company had purchase obligations of approximately $4443,~~157~~032,000 consisting of outstanding purchase orders issued in the normal course of business.

Guarantees and Indemnities

During its normal course of business, the Company has made certain guarantees, indemnities and commitments under which it may be required to make payments in relation to certain transactions. These indemnities include intellectual property and other indemnities to the Company’s customers and suppliers in connection with the sales of its products, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. Historically, the Company has not incurred any losses or recorded any liabilities related to performance under these types of indemnities.

Legal Proceedings

The Company is subject to various legal proceedings arising in the normal course of business. In the opinion of management, the ultimate resolution of these proceedings is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

11. Income Taxes

The Company records its quarterly provision for income taxes based on the estimated worldwide effective tax rates for the full year, which is determined based on estimates of pre-tax income or losses for the full year, and applicable tax rates in jurisdictions in which income and losses are expected to be generated. The Company estimates its worldwide effective tax rate for the year ended December 31, 2010, excluding the U.S. jurisdictions, will be approximately 31%. This estimate relates primarily to the Company’s foreign operations which generally are forecasted to be marginally profitable during 2010.

Based on authoritative guidance, the Company has excluded the U.S. jurisdiction from its worldwide effective tax rate analysis which was calculated separately and estimated to be zero as of ~~March~~June 3130, 2010 and for the full year of 2010. The Company excluded the U.S. jurisdiction based on on guidance that a jurisdiction should be excluded from the worldwide effective tax rate and calculated separately to the extent such jurisdiction anticipates an ordinary loss for the year or has generated ordinary losses on a year to date basis for which no tax benefit can be recognized. The Company has maintained its valuation allowance on domestic deferred tax assets as the positive and negative evidence which existed as of ~~March~~June 3130, 2010 does not warrant a change from its ~~position~~ position as of December 31, 2009. As such, the Company believes it is not more likely than not that it will be able to realize the benefits of the expected income tax losses generated during the ~~current~~ current year.

For the ~~three~~six month period ended ~~March~~June 3130, ~~2009~~2010, the Company recorded a worldwide effective tax ~~rate~~ ~~benefit~~rate of 3129% ~~and~~which ~~recorded~~includes anthe ~~income~~Company’s ~~tax~~estimated ~~benefit~~worldwide ofeffective ~~$0.2~~tax ~~million~~rate, ~~for~~excluding the ~~same period~~U.S. jurisdictions, ~~The~~of ~~prior~~31% ~~year worldwide~~adjusted ~~effective~~for favorable true-ups related to tax ~~rate~~filings ~~was~~in ~~based~~foreign jurisdictions onwhich ~~estimates~~had oflower pre-tax book income oron ~~losses~~their ~~for~~filed ~~the~~tax ~~full~~returns ~~year,~~than ~~applicable~~what was ~~tax~~anticipated ~~rates~~at inDecember 31, ~~jurisdictions~~2009. inBased ~~which~~on ~~income~~this, ~~and~~the ~~losses~~Company ~~were~~recorded ~~expected~~income totax beexpense ~~generated,~~of ~~including the U~~$0.~~S.,~~1 million and ~~expected~~ U$0.S.2 million ~~federal~~for the three and ~~state~~six ~~tax~~month ~~credits~~periods ended June 30, 2010.

~~Based~~The onCompany ~~management’s~~recorded ~~review~~a ofworldwide ~~the~~effective ~~Company’s~~ tax ~~positions,~~benefit of 37% for the ~~Company~~six ~~had~~month noperiod ~~significant~~ended ~~unrecognized~~June 30, 2009, resulting in income tax benefits as of ~~March~~$1.2 ~~31,~~million ~~2010~~and $1.4 million in the three and six ~~December~~month periods ended June 3130, 2009. The ~~Company’s~~prior ~~continuing~~year worldwide effective tax rate did not exclude ~~practice~~the isU.S. tojurisdiction ~~recognize~~from ~~interest~~the ~~and/or~~analysis ~~penalties~~as ~~related~~noted toabove ~~income~~and ~~tax~~was ~~matters~~based inon ~~income~~estimates of pre-tax income ~~expense.~~or Atlosses ~~March 31,~~for ~~2010~~the ~~and~~full ~~December 31~~year, ~~2009,~~applicable ~~the~~tax ~~Company~~rates ~~had~~in nojurisdictions ~~accrued~~in ~~interest~~which ~~related~~income toand losses were ~~uncertain~~expected ~~tax~~to ~~positions~~be generated, including the U.S., and noexpected ~~accrued~~U.S. ~~penalties~~federal and state tax credits.

~~Page~~ Based 14on management’s review of 34the Company’s tax positions, the Company had no significant unrecognized tax benefits as of June 30, 2010 and December 31, 2009. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. At June 30, 2010 and December 31, 2009, the Company had no accrued interest related to uncertain tax positions and no accrued penalties.

The Company is subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions as well as federal, state and foreign filings related to Quinton and CSI. As a result of the NOL carryforwards, substantially all tax years are open for U.S. federal and state income tax matters. Foreign tax filings are open for years 2001 forward.

Page 16 of 35

12. Derivatives

The Company is exposed to foreign currency exchange-rate fluctuations in the normal course of its business, which the Company manages from time to time through the use of forward foreign exchange contracts. Forward foreign exchange contracts are used to hedge the impact of fluctuations of foreign exchange on certain assets or liabilities denominated in a currency other than the functional currency of the Company or its subsidiaries. Currently, these forward foreign exchange contracts do not qualify for derivative hedge accounting. The Company uses forward foreign exchange contracts to mitigate risk and does not intend to engage in speculative transactions. The forward foreign exchange contracts are entered into by the Company and its subsidiaries primarily to hedge foreign denominated accounts receivable and foreign denominated intercompany payables. These contracts do not contain any credit-risk-related contingent features.

The Company seeks to manage the counterparty risk associated with these forward foreign exchange contracts by limiting transactions to counterparties with which the Company has an established banking relationship. In addition, the contracts are limited to a time period of less than one year, generally three months or less.

During each of the three and six month periods ended ~~March~~June 3130, 2010 ~~and 2009~~, ~~the~~these ~~Company~~forward ~~recorded~~foreign ~~approximately~~exchange contracts resulted in net realized gains of $~~100~~232,000 and $343,000, respectively. During each of ~~realized~~the ~~gains~~three ~~related~~and tosix ~~its~~month periods ended June 30, 2009, these forward foreign exchange contracts resulted in insignificant net realized gains and losses. The realized gains were partially offset by realized and unrealized gains and losses on foreign denominated accounts receivable and foreign ~~cash~~intercompany ~~holdings~~payables in the same periods. Realized gains and losses related to forward foreign exchange contracts are recorded in other income (loss), net and the assets and liabilities for these contracts are recorded in prepaid and other assets and accrued liabilities. The Company had no outstanding forward foreign exchange contracts as of ~~March~~June 3130, 2010 or December 31, 2009.

13. Fair Value Measurement

Fair value measurements are determined under a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entities own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. Classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There were no changes to the valuation techniques during the three and ~~months~~six month periods ended ~~March~~June 3130, 2010.

The Company’s ~~assets~~investments ~~and~~in ~~liabilities~~unconsolidated ~~are~~entities, ~~carried~~which attotaled ~~fair~~$321,000 ~~value~~at ~~and~~June 30, 2010, are ~~recorded~~comprised onprimarily ~~the unaudited~~of ~~condensed~~investments ~~consolidated balance sheets~~ in ~~cash~~equity ~~equivalents~~securities ~~and~~of ~~investments in~~ unconsolidated entities. ~~The~~that ~~Company’s cash equivalents~~ are ~~comprised primarily of investments in~~ ~~money~~carried ~~market~~at ~~funds~~fair value and ~~the~~are ~~Company’s~~included in investments in unconsolidated entities ~~are~~on ~~comprised~~the ~~primarily~~Company’s ofunaudited ~~investments~~condensed inconsolidated ~~equity~~balance ~~securities~~sheet, ofusing ~~unconsolidated~~quoted ~~entities~~market ~~that~~prices ~~are traded~~ in active markets (level 1 inputs).

The ~~following~~Company ~~table~~has ~~provides~~other ~~the~~financial ~~assets~~instruments in addition to its investments in unconsolidated entities noted above which consist primarily of cash, accounts receivable, notes receivable, accounts payable and other accrued liabilities ~~carried~~which atare ~~fair~~presented ~~value~~in ~~measured~~the onunaudited acondensed ~~recurring~~consolidated ~~basis~~financial asstatements ofat ~~March~~their approximate fair values at June 3130, 2010: due to the short-term nature of their settlements.

	Total Carrying		Quoted Prices in
	Value at March 31,		Active Markets
(in thousands of dollars)	2010		(Level 1)
Assets:
Cash equivalents	$	8,617	$	8,617
Investments in unconsolidated entities	$	413	$	413

Page 15 of 34

14. Restructuring Costs

On January 14, 2009, the Company announced the implementation of a restructuring plan which included a 12% reduction in work force, primarily impacting the Company’s product development, manufacturing, and customer service organizations. The restructuring was implemented in order to realign the Company’s cost structure and become more flexible and efficient in operations. Additionally, as the Company has established a historical practice of providing similar termination benefits, it was determined that the restructuring plan was an ongoing benefit arrangement, rather than a one time termination benefit. The Company recorded severance charges of approximately $1,203,000 in the fourth quarter of 2008 as management, having the appropriate authority, determined the amount of benefits to be provided was probable and estimable as of December 31, 2008.

~~During~~Page ~~the~~17 ~~three month period ended March 31, 2009, the Company made cash severance payments~~ of ~~$888,000 related to this restructuring. All costs associated with this restructuring were paid~~35 prior to December 31, 2009. While there are periodic departures resulting in severance payments, there have been no broad based restructuring costs during the three month period ended March 31, 2010.

During the six month period ended June 30, 2009, the Company made cash severance payments of $888,000 related to this restructuring and all remaining costs associated with this restructuring were paid prior to December 31, 2009. While there are periodic departures resulting in severance payments, there were no broad based restructuring costs incurred during the three and six month periods ended June 30, 2010 and 2009.

Page 18 of 35

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements relating to Cardiac Science Corporation. Except for historical information, the following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including our expectations relating to future results of operations, liquidity or financial position, completion of corrective action plans; costs associated with corrective actions, cost reductions, resolution of pending regulatory issues, and other matters, made in this Quarterly Report on Form 10-Q are forward looking. ~~The~~ The words “believe,” “expect,” “intend,” “anticipate,” “will,” “may,” variations of such words, ~~and~~ and similar expressions identify forward-looking statements, but their absence does not mean that ~~the~~ the statement is not forward-looking. These forward-looking statements reflect management’s current expectations and involve risks and uncertainties. Our actual results could differ materially from results that may be anticipated by such forward-looking statements due to various uncertainties.

The principal factors that could cause or contribute to such differences include, but are not limited to, the factors discussed in the section entitled “Risk Factors” in Part 1 — Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009, those discussed in Part II — Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and those discussed elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances that may subsequently arise. Readers are urged to review and consider carefully the various disclosures made in this report and in our other filings made with the Securities and Exchange Commission (“SEC”) that disclose and describe the risks and factors that may affect our business, prospects and results of operations.

You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. Operating results for the three and six month ~~period~~periods ended ~~March~~June 3130, 2010 are not necessarily indicative of future results including the full fiscal year. You should also refer to our Annual ~~Consolidated~~ Consolidated Financial Statements, Notes thereto, and Management’s Discussion and Analysis of ~~Financial~~ Financial Condition and Results of Operations and “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 15, 2010.

Business Overview

We develop, manufacture, and market a family of advanced diagnostic and therapeutic cardiology devices and systems, including automated external defibrillators (“AEDs”), electrocardiograph devices (“ECG/EKG”), cardiac stress testing treadmills and systems, PC-based diagnostic work stations, Holter monitoring systems, hospital defibrillators, ~~cardiac~~vital signs monitors, cardiac rehabilitation telemetry systems, ~~vital signs~~ and ~~spot check monitors and~~ cardiology data management systems (“Informatics”) that connect with hospital information (“HIS”), electronic medical record (“EMR”), and other information systems. We sell a variety of related products and consumables, and provide a portfolio of training, maintenance, and support services. We are the successor to the cardiac businesses that established the trusted Burdick®, Quinton® and Powerheart® brands and are headquartered in Bothell, Washington. With customers in more than 100 countries worldwide, we have operations in North America, Europe, and Asia.

~~Critical~~Page ~~Accounting~~19 ~~Estimates~~of ~~and Policies~~35

Page 16 of 34

~~liabilities,~~ Critical ~~revenues~~Accounting ~~and~~Estimates ~~expenses,~~ and ~~related disclosure of contingent assets and~~Policies liabilities. We base our accounting estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

To prepare financial statements that conform with U.S. generally accepted accounting principles (“U.S. GAAP”), we must select and apply accounting policies and make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our accounting estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There are certain critical accounting estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate, and changes in the estimate or different estimates that we reasonably could have selected would have had a material impact on our financial condition or results of operations.

Deferred Tax Assets and Income Taxes. We account for income taxes under the asset and liability method under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and operating losses and tax credit carryforwards. This process involves calculating our current tax obligation or refund and assessing the nature and measurements of temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. In each period, we assess the likelihood that our deferred tax assets will be recovered from existing deferred tax liabilities or future taxable income. If required, we will recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be ultimately realized. To the extent that we establish a valuation allowance or change this allowance in a period, we adjust our tax provision or tax benefit in the consolidated statements of operations. We use our judgment to determine estimates associated with the calculation of our provision or benefit for income taxes, and in our evaluation of the need for a valuation allowance recorded against our net deferred tax assets.

During the third quarter of 2009, we evaluated the expected realization of our deferred tax assets and determined an increase to our valuation allowance of $54.6 million was required of which $42.2 million was included in the consolidated statement of operations as deferred tax expense. Factors we considered in making such an assessment included, but were not limited to past performance, including our recent history of operating results on a U.S. GAAP basis, our recent history of generating taxable income, our history of recovering net operating loss carryforwards for tax purposes and our expectation of future taxable income, both considering our past history in predicting future results and considering current macroeconomic conditions and issues facing our industry and customers.

Stock-Based Compensation. We account for stock-based compensation based on fair value of the options or restricted stock units at the date of grant. Share-based compensation cost is measured at the grant date and is recognized as expense over the related vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating future volatility, ~~expected term~~ and ~~the amount of share-based awards that are~~ expected ~~to be forfeited during the vesting period~~term. If actual forfeiture results differ significantly from ~~these~~ estimates, stock-based compensation expense and our results of operations could be materially impacted.

Indefinite Lived Intangible Assets. Our indefinite lived intangible assets are comprised primarily of trade names, which were acquired in our acquisition of Spacelabs Burdick, Inc. in 2003 and the merger transaction ~~with~~between ~~CSI~~Quinton inCardiology Systems, Inc. and Cardiac Science, Inc. in 2005. We use our judgment to estimate the fair value of each of these indefinite lived intangible assets. Our judgment about fair value is based on our expectation of future cash flows and an appropriate discount rate.

We believe the Burdick and Cardiac Science trade names have indefinite lives and, accordingly, we do not amortize the trade names. We evaluate this conclusion annually or more frequently if events and circumstances indicate that the asset(s) might be impaired and make a judgment about whether there are factors that would limit our ability to benefit from the trade name in the future. If there were such factors, we would start amortizing the trade name over the expected remaining period in which we believed it would continue to provide benefit.

Additionally, we periodically evaluate whether the carrying value of our intangible assets might be impaired. For our trade names, this evaluation is performed annually, or more frequently if events occur that suggest there may be an impairment loss, and involves comparing the carrying amount to our estimate of fair value.

Valuation of Long-Lived Assets. We review long-lived assets, such as machinery and equipment, and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If ~~the carrying amount of an asset group exceeds its estimated future cash flows,~~ an impairment charge is recognized on our consolidated statements of operations and as a reduction to value of the asset group on our condensed consolidated balance sheets. We use our judgment to estimate the useful lives of our intangible assets subject to amortization and evaluate the remaining useful lives annually.

Page 1720 of 3435

the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized on our consolidated statements of operations and as a reduction to value of the asset group on our condensed consolidated balance sheets. We use our judgment to estimate the useful lives of our intangible assets subject to amortization and evaluate the remaining useful lives annually.

Assets to be disposed of would be separately presented in the unaudited condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the unaudited condensed consolidated balance sheet.

Accounts Receivable. Accounts receivable represent a significant portion of our assets. We make estimates of the collectability of accounts receivable, including analyzing historical write-offs, changes in our internal credit policies and customer concentrations when evaluating the adequacy of our allowance for doubtful accounts. Different estimates regarding the collectability of accounts receivable may have a material impact on the timing and amount of reported bad debt expense and on the carrying value of accounts receivable.

Inventories. Inventories represent a significant portion of our assets. We value inventories at the lower of cost, on an average cost basis, or market. We regularly perform a detailed analysis of our inventories to determine whether adjustments are necessary to reduce inventory values to estimated net realizable value. We consider various factors in making this determination, including the salability of individual items or classes of items, recent sales history and predicted trends, industry market conditions and general economic conditions. Different estimates regarding the net realizable value of inventories could have a material impact on our reported net inventory and cost of revenues, and thus could have a material impact on the condensed consolidated financial statements as a whole.

Warranty. We provide warranty service covering many of the products and systems we sell. We estimate and accrue for future costs of providing warranty service, which relate principally to the hardware components of the systems, when the systems are sold. Our estimates are based, in part, on our warranty claims history and our cost to perform warranty service. Differences could result in the amount of the recorded warranty liability and cost of revenues if we made different judgments or used different estimates.

Corrective Action Costs. We provide for additional warranty costs associated with field corrective actions and recalls when the likelihood of incurring costs associated with these matters becomes probable and estimable. We record estimated warranty costs associated with field corrective actions and recalls as part of cost of revenues on the unaudited condensed consolidated statements of of operations and within corrective action liabilities on the unaudited condensed consolidated ~~balance~~ balance sheets. We evaluate the adequacy of our accruals for these initiatives on a regular basis and will make adjustments to our estimates if facts and circumstances indicate that changes to our initial estimates would be appropriate.

~~During~~As ~~the third quarter~~ of ~~2009~~June 30, 2010, we have recorded charges oftotaling $2132.0 million representing ~~estimated~~the estimated costs related to the two ~~separate~~ voluntary corrective actions. ~~associated~~We ~~with~~recorded ~~our~~a ~~AEDs.~~charge ~~The costs~~ of $18.5 ~~these~~million ~~voluntary~~in ~~corrective~~the ~~actions~~third ~~are~~quarter ~~estimates.~~of ~~The~~2009, ~~actual~~representing the estimated costs ~~incurred~~of toimplementing ~~implement~~a ~~the~~software ~~voluntary~~update ~~corrective~~relating ~~actions~~to ~~could~~the ~~vary~~voluntary ~~significantly~~corrective ~~based~~action onfirst aannounced ~~number~~in ofNovember 2009 ~~factors,~~covering ~~including the~~nearly ~~number~~300,000 ofAEDs ~~impacted~~shipped ~~devices,~~between ~~the~~June 2003 ~~customer~~and June 2009, and ~~geographical~~a ~~segments~~charge ~~related~~of to$2.5 million in the ~~impacted devices,~~fourth ~~the~~quarter ~~logistical~~of ~~processes~~2009 werepresenting ~~employ~~the toestimated ~~address~~costs ~~the~~of ~~issues,~~replacing ~~the~~approximately ~~customer~~12,200 ~~response~~AEDs ~~rate~~that inwere ~~implementing~~the subject of the corrective action ~~plans,~~announced ~~the~~in ~~level~~February 2010. ofAs ~~required~~further ~~follow~~described ~~up with customers~~below, ~~the~~we ~~extent~~recorded toan ~~which~~additional wecharge ~~rely~~of on$11.0 million ~~third~~during ~~party assistance to carry out~~ the ~~corrective~~second ~~actions,~~quarter ~~and the length~~ of ~~time~~2010 ~~and~~related ~~other resources required~~ to ~~complete~~ the updated corrective ~~actions,~~action ~~among~~plan ~~others~~first announced in July 2010.

InThe ~~February 2010,~~costs weof ~~received~~these avoluntary ~~warning~~corrective ~~letter~~actions ~~from~~are ~~the~~estimates. ~~Food~~Our &actual ~~Drug~~costs ~~Administration~~incurred ~~(“FDA”)~~to ~~noting,~~implement ~~among other things, that~~ the voluntary ~~field~~ corrective ~~action~~actions wecould ~~announced~~vary insignificantly ~~November 2009~~based ison ~~inadequate~~an ~~since~~number itof isfactors, including ~~intended to improve~~ the ~~products’~~outcome ~~ability~~of todiscussions ~~detect~~or ~~the~~negotiations ~~potential component~~with ~~problem,~~applicable ~~but~~regulatory isbodies ~~not designed to prevent component failure. The FDA letter also asserts~~in ~~other~~geographies ~~inadequacies,~~outside ~~including our procedures relating to~~ the ~~evaluation,~~United ~~investigation and follow up of complaints~~States, ~~procedures to verify~~ the ~~effectiveness~~number of ~~corrective~~impacted ~~and preventative actions and procedures relating to certain design requirements. In April 2010~~devices, the ~~FDA~~customer ~~published additional~~and ~~information~~geographical ~~regarding~~segments ~~this~~related ~~corrective~~to ~~action, further clarifying~~ the ~~AED models~~ impacted bydevices, the ~~potential~~ ~~component~~logistical ~~defect~~processes ~~and~~we ~~provided~~employ ~~further guidance~~ to ~~users of our affected AEDs.~~ ~~Additionally,~~address the ~~FDA noted that our software update addresses “some~~issues, ~~but~~the ~~not~~customer ~~all~~response ~~electrical component~~rate ~~defects.” We are~~ in ~~ongoing~~implementing ~~discussions with~~ the ~~FDA~~corrective ~~regarding~~action ~~the~~plans, ~~issues it raised in~~the ~~its~~level ~~warning~~of ~~letter~~required ~~and in its~~ follow up ~~communications~~with incustomers, ~~April 2010~~the ~~regarding~~extent ~~this matter. We may need~~ to ~~take~~which ~~different~~we orrely ~~additional~~on ~~corrective~~third ~~actions~~party ~~than~~assistance to ~~anticipated~~carry ~~depending~~out on the ~~outcome of~~corrective ~~those discussions~~actions, ~~in which case~~ the ~~amounts~~extent weto ~~record~~which inAED ~~connection~~units ~~with~~recovered ~~these~~from ~~initiatives may~~affected ~~need~~customers tocan be ~~adjusted.~~repaired Weand ~~evaluate~~used ~~the~~as ~~adequacy~~replacement ofunits ~~our accruals~~ for ~~these~~other ~~initiatives~~customers, ~~on a regular basis~~ and ~~will~~the ~~make~~length ~~adjustments~~of ~~to our estimates if facts~~ time and ~~circumstances~~other ~~indicate~~resources ~~that~~required ~~changes~~ to ~~our~~complete ~~initial~~the ~~estimates~~corrective ~~would~~actions, beamong ~~appropriate~~others.

~~Software~~In ~~Revenue~~February 2010, ~~Recognition.~~we Wereceived ~~account~~a ~~for~~warning letter from the ~~licensing~~Food of& ~~software~~Drug ~~and~~Administration ~~arrangements~~(“FDA”) noting, ~~where~~among other things, that the voluntary field corrective action we announced in November ~~software~~2009 is ~~considered~~inadequate ~~more~~since ~~than~~it ~~incidental~~is intended to improve the ~~product~~products’ asability ~~software~~to ~~revenue~~detect ~~arrangements.~~the ~~We use~~potential ~~judgment~~component ~~when~~problem, ~~determining~~but ~~the~~is ~~appropriate~~not ~~accounting~~designed ~~for~~to ~~our~~prevent ~~software~~component ~~revenue~~failure. ~~arrangements,~~The FDA letter also asserted other inadequacies, including ~~whether~~our anprocedures ~~arrangement~~relating ~~includes~~to ~~multiple~~the ~~elements~~evaluation, investigation and iffollow up soof complaints, ~~whether~~procedures ~~vendor-specific objective~~to ~~evidence~~verify ~~(“VSOE”)~~the effectiveness of ~~fair~~corrective ~~value~~and ~~exists~~preventative ~~for~~actions ~~those~~and procedures ~~elements~~relating to certain design requirements. AIn ~~portion~~April 2010, ofthe ~~software~~FDA ~~revenue~~published additional isinformation ~~recorded~~regarding asour ~~unearned~~corrective ~~due~~action toannounced ~~undelivered~~in ~~elements including~~November 2009, infurther ~~some~~clarifying ~~cases,~~the ~~software~~AED ~~implementation~~models ~~and~~impacted ~~post-delivery~~by ~~support.~~the ~~The~~potential ~~amount~~component ofdefect ~~revenue~~and ~~allocated~~provided further guidance to ~~undelivered~~users ~~elements is~~of ~~based~~our onaffected AEDs. Additionally, the ~~sales~~FDA ~~price~~noted ofthat ~~each~~our ~~element~~software ~~when~~update addresses ~~sold~~“some, ~~separately~~but ~~(VSOE) using~~not ~~the~~all ~~residual~~electrical ~~method~~component defects.”

Page 1821 of 3435

Following discussions with the FDA, in July 2010, we announced that we will replace approximately 24,000 AEDs used by certain first responders and medical facilities in the United States that are included in the customer population covered by the voluntary corrective action first announced in November 2009. The population of first responders includes police, fire and ambulance services and medical facilities include hospitals, medical clinics, dialysis centers and assisted living facilities. We recorded an additional $11.0 million charge during the second quarter of 2010, representing the estimated costs for repair or replacement of these devices, as well as an estimate of the cost to repair or replace certain devices located outside of the United States that the Company believes that it is probable that it would be required to perform in the future.

In July 2010, the FDA published a communication regarding our updated corrective action plan, citing our plan to repair or replace approximately 24,000 AEDs used by certain first responders and medical facilities within the United States. The FDA recommended that all other impacted customers follow the process, as outlined by the Company, for implementing the software update which has been made available to customers through our website or through a software kit shipped directly to the customer. With this updated recommendation by the FDA, we believe we have addressed all outstanding issues raised by the FDA with respect to our previously communicated plan to address potential component defects through a field software update as originally announced in November 2009.

Software Revenue Recognition. We account for the licensing of software and arrangements where software is considered more than incidental to the product as software revenue arrangements. We use judgment when determining the appropriate accounting for our software revenue arrangements, including whether an arrangement includes multiple elements, and if so, whether vendor-specific objective evidence (“VSOE”) of fair value exists for those elements. A portion of software revenue is recorded as unearned due to undelivered elements including, in some cases, software implementation and post-delivery support. The amount of revenue allocated to undelivered elements is based on the sales price of each element when sold separately (VSOE) using the residual method.

Revenue from post-delivery support is recognized over the service period, which is typically a year and revenue from software implementation services is recognized as the services are provided (based on VSOE of fair value). When significant implementation activities are required, we recognize revenue from software and services upon installation. Changes to the elements in a software arrangement and the ability to identify VSOE of fair value for those elements could materially impact the amount of earned and unearned revenue.

Revenue Recognition. Revenue from sales of hardware products is generally recognized when title transfers to the customer, typically upon shipment. Some of our customers are distributors that sell goods to third party end users. Except for certain identified distributors where collection may be contingent on distributor resale, we recognize revenue on sales of products made to distributors when title transfers to the distributor and all significant obligations have been satisfied. In making a determination of whether significant obligations have been met, we evaluate any installation or integration obligations to determine whether those obligations are inconsequential or perfunctory. In cases where the remaining installation or integration obligation is not determined to be inconsequential or perfunctory, we defer the portion of revenue associated with the fair value of the installation and integration obligation until these services have been completed.

Distributors do not have price protection and generally do not have product return rights, except if the product is defective upon shipment or shipped in error, and in some cases upon termination of the distributor agreement. For certain identified distributors where collection may be contingent on the distributor’s resale, revenue recognition is deferred and recognized on a “sell through” or cash basis. The determination of whether sales to distributors are contingent on resale is subjective because we must assess the financial wherewithal of the distributor to pay regardless of resale. For sales to distributors, we consider several factors, including past payment history, where available, trade references, bank account balances, Dun & Bradstreet reports and any other financial information provided by the distributor, in assessing whether the distributor has the financial wherewithal to pay regardless of, or prior to, resale of the product and that collection of the receivable is not contingent on resale.

We offer limited volume price discounts and rebates to certain distributors. Volume price discounts are on a per order basis based on the size of the order and are netted against the revenue recorded at the time of shipment. We have some arrangements with key distributors that provide for volume discounts based on meeting certain quarterly or annual purchase levels or based on sales volumes of certain of our products during a defined period in which we offer a promotion. Rebates are paid quarterly or annually and are accrued for as incurred.

We consider program management packages and training and other services as separate units of accounting when sold with an AED based on the fact that the items have value to the customer on a stand alone basis and could be acquired from another vendor. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Training ~~revenue is deferred and~~ recognized at the time the training occurs. AED program management services revenue, pursuant to annual or multi-year agreements that exist with some customers, is deferred and amortized on a straight-line basis over the related contract period.

Page 22 of 35

revenue is deferred and recognized at the time the training occurs. AED program management services revenue, pursuant to annual or multi-year agreements that exist with some customers, is deferred and amortized on a straight-line basis over the related contract period.

We offer optional extended service contracts to customers. Fair value is determined to be the price at which they are sold to customers on a stand alone basis. Service contract revenues are recognized on a straight-line basis over the term of the extended service contracts, which generally begin after the expiration of the original warranty period. For services performed, other than pursuant to warranty and extended service contract obligations, revenue is recognized when the service is performed and collection of the resulting receivable is reasonably assured.

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not and will not have a material impact on our consolidated financial statements.

In September 2009, the Emerging Issues Task Force (EITF) reached a consensus related to revenue arrangements with multiple deliverables, which the FASB then issued as an Accounting Standards Update (“ASU”), 2009-13. The ASU amends Accounting Standards Codification (“ASC”) Subtopic 605-25, “Revenue Recognition — Multiple Element Arrangements” and provides application guidance on whether multiple deliverables exist in a revenue arrangement, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This ASU establishes a selling price hierarchy for determining the selling price of a deliverable based on vendor-specific objective evidence, if available, third-party evidence, or estimated selling price if neither vendor-specific nor third-party evidence is available. The ASU can be applied on a prospective basis or in certain circumstances on a retrospective basis. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations; however, we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of June 30, 2010.

~~Page~~ In 19September 2009, the EITF reached a consensus related to revenue arrangements that include software elements, which the FASB issued as ASU, 2009-14. The ASU amends ASC Subtopic 985-605, “Software — Revenue Recognition.” Previously, companies that sold tangible products with “more than incidental” software were required to apply software revenue recognition guidance. This guidance often delayed revenue recognition for the delivery of 34the tangible product. Under the new guidance, tangible products that have software components that are “essential to the functionality” of the tangible product will be excluded from the software revenue recognition guidance. The new guidance will include factors to help companies determine what is “essential to the functionality.” Software-enabled products will now be subject to other revenue guidance and will likely follow the guidance for multiple deliverable arrangements issued by the FASB in September 2009 in ASU 2009-13. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations; however, we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of June 30, 2010.

price hierarchy for determining the selling price of a deliverable based on vendor-specific objective evidence, if available, third-party evidence, or estimated selling price if neither vendor-specific nor third-party evidence is available. The ASU can be applied on a prospective basis or in certain circumstances on a retrospective basis. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations, however we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of March 31, 2010.

In September 2009, the EITF reached a consensus related to revenue arrangements that include software elements, which the FASB issued as ASU, 2009-14. The ASU amends ASC Subtopic 985-605, “Software — Revenue Recognition.” Previously, companies that sold tangible products with “more than incidental” software were required to apply software revenue recognition guidance. This guidance often delayed revenue recognition for the delivery of the tangible product. Under the new guidance, tangible products that have software components that are “essential to the functionality” of the tangible product will be excluded from the software revenue recognition guidance. The new guidance will include factors to help companies determine what is “essential to the functionality.” Software-enabled products will now be subject to other revenue guidance and will likely follow the guidance for multiple deliverable arrangements issued by the FASB in September 2009 in ASU 2009-13. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. We plan to adopt this ASU on a prospective basis beginning January 1, 2011. We believe the adoption of this ASU may have an impact on our financial position and results of operations, however we are uncertain whether the impact will be material. We are continuing to evaluate this ASU as of March 31, 2010.

Results of Operations

Summary of Results for the Three and Six Months Ended ~~March~~June 3130, 2010

• We generated revenue of $33.1 million for the three months ended March 31, 2010, a decrease of approximately 17% over the three month period ended March 31, 2009, which included an overall AED decline of 31%.

	•		We generated revenue of $36.1 million for the three month period ended June 30, 2010, which was essentially flat compared to the same period of the prior year, but up $3.0 million from the first quarter of 2010.

	•		We generated revenue of $69.2 million for the six month period ended June 30, 2010, representing a decrease of approximately 9% over the six month period ended June 30, 2009, including declines in defibrillation and cardiac monitoring revenues of 12% and 6%, respectively, as compared to the same period in 2009.

•Page ~~Cardiac~~23 ~~monitoring revenue~~ of ~~$12.9 million increased 5% over the three month period ended March 31, 2009, reflecting results of our recent leadership changes and demand generation activities.~~35

•Table We incurred a net loss of $8.6 million, or $0.36 per share attributable to Cardiac Science Corporation, for the three months ended March 31, 2010 compared a net loss of $0.5 million, or $0.02 per share attributable to Cardiac Science Corporation, for the three months ended March 31, 2009.Contents

• We recorded a charge of $11.0 million during the three month period ended June 30, 2010 related to an estimate of additional costs associated with our updated plan to repair or replace approximately 24,000 AEDs used by first responders and medical facilities in the United States and an estimate of the cost to repair or replace certain devices located outside of the United States that the Company believes that it is probable that it would be required to perform in the future. • We incurred a net loss of $18.5 million and $27.1 million for the three and six month periods ended June 30, 2010, respectively, compared a net loss of $2.1 million and $2.6 million for the three and six month periods ended June 30, 2009. • We used cash from operations of $59.23 million and $14.5 million for the three ~~months~~and six month periods ended ~~March~~June 3130, 2010, respectively, compared to cash generated from operations of $30.75 million and $4.2 million for the three ~~months~~and six month periods ended ~~March~~June 3130, 2009, respectively. • We successfully negotiated an amendment to our line of credit agreement with Silicon Valley Bank which was finalized in July, 2010, increasing the amount available for borrowing to $15.0 million. This agreement expires in July 2011. • We made significant progress in addressing our previously announced voluntary corrective actions associated with our AED products, including the release of our universal software update associated with the field corrective action announced in November 2009, as well as the replacement of substantially all of the devices included in our medical device recall announced in February 2010. • We continued to make progress toward multiple cardiac monitoring product releases which are expected in upcoming quarters.

• We successfully negotiated a new line of credit agreement with Silicon Valley Bank for $5.0 million which expires in April 2011.

• We made significant progress in implementing our previously announced voluntary corrective actions associated with our AED products, including an initial release of the software update relating to the field corrective action announced in November 2009, earlier than originally communicated, as well as the replacement of a significant number of the devices included in our medical device recall announced in February 2010.

• We continued to make progress toward multiple product releases which are expected in upcoming quarters.

Looking Forward

We expect ~~flat-to-modest~~revenue ~~overall~~for ~~revenue~~the ~~growth~~full inyear 2010, ~~with~~to ~~growth~~be indown ~~our~~slightly ~~cardiac~~compared ~~monitoring revenue~~to ~~likely~~the ~~offset~~prior byyear, with decreases in defibrillation revenue; and with cardiac monitoring and service revenue ~~will~~ likely be flat or increasing slightly.

After several years of decline, we expect our cardiac monitoring revenues to ~~continue to~~ grow during the remaining periods in 2010 as a result of recently announced and planned new product introductions and as a result of improved marketing and demand generation capabilities which were put into place ~~during~~ during 2009. We expect continued growth in cardiac monitoring revenues beyond 2010 as we continue to to develop and introduce new products, either internally or in partnership with third parties. If we we are unable to successfully execute on our new product development plans or if the market is not receptive to our new products, our cardiac monitoring revenues could be adversely affected in future periods.

~~Page~~ We 20expect our defibrillation revenue to grow moderately during the second half of 342010 relative to the first half of 2010, although we expect our full year defibrillation revenue to decline relative to the prior year. We are continuing to face challenges in the market place related to regulatory and quality issues associated with our AEDs as well as increased competition due to the re-entry of a significant competitor into the market earlier in 2010. Additionally, we continue to face challenges in the global economy, as well as declines in our defibrillation revenue in Japan, due to the termination of our OEM Supply and Purchase Agreement (the “OEM Agreement”) with Nihon Kohden Corporation (“Nihon Kohden”), our former exclusive distributor of AEDs in Japan, in June 2010.

However, we have entered into a ten-year agreement with a new distribution partner in Japan and we expect to launch a co-branded AED with this distribution partner in the first half of 2011. With this agreement in place, we believe our international defibrillation revenues will grow in 2011 and beyond, as we re-establish our presence in the Japanese market. We believe this distribution partner will be successful in competing in the Japanese AED market by leveraging their expertise in home medical devices and also leveraging their existing distribution channels and relationships with many potential AED customers. Our new distribution agreement calls for modest product commitment levels for the duration of the agreement. However there is no assurance that our new distribution partner will be able to satisfy these commitment levels during 2011, or beyond. If we are not successful in launching a co-branded AED with our new distribution partner or if our new partner is not successful in recapturing market share in Japan, our international defibrillation revenue growth could be negatively impacted in future periods.

We expect the global market for AEDs to grow over time, as awareness of the benefits of AEDs continues to increase and as the prevalence of mandates requiring deployment of AEDs in public venues continues to rise. As the market continues to grow and as we overcome what we believe to be temporary challenges associated with our regulatory and quality issues, we

Page 24 of 35

~~Our~~believe ~~AED~~that ~~revenues~~we ~~during~~will ~~the~~be ~~first~~able ~~quarter~~to ofgrow ~~2010 were adversely affected by~~ our ~~recent corrective~~defibrillation ~~actions~~revenues ~~related~~over ~~to our AEDs~~time, ~~the~~both ~~FDA warning letter we received in February 2010~~ domestically and ~~by the recent re-entry of a significant competitor into the market~~overseas. ~~Due~~We tobelieve ~~these~~our ~~factors,~~direct ~~which existed~~presence in ~~the~~several ~~first~~countries ~~quarter~~in ofEurope ~~2010,~~will weresult ~~expect our AED revenues to increase somewhat~~ in ~~the second~~ ~~quarter~~continued ofgrowth ~~2010~~in assales ~~compared~~in ~~to the first quarter of 2010, however our AED revenues may continue to be adversely affected by~~ these ~~circumstances~~markets ~~during~~over ~~2010~~time, ~~and~~though ~~potentially~~again ~~beyond.~~we ~~In addition, future revenue, operating results and liquidity~~ may beexperience ~~adversely~~softness ~~affected by recent public~~in ~~communications by~~ the ~~FDA~~near ~~and~~term bydue ~~possible~~to ~~future actions or communications by~~ the ~~FDA. We are still addressing our recent~~ quality and regulatory ~~matters~~issues, ~~with~~ the ~~FDA.~~return ~~If we are unable to address to the satisfaction~~ of ~~the FDA the issues raised in the warning letter announced in February 2010 or in the follow up communications from the FDA in April 2010, we could be required to implement~~ a ~~more~~competitor ~~costly corrective action plan or recall, and/or temporarily cease shipments of our products, which could ultimately impact our ability~~ to ~~fulfill customer orders and maintain market share. Further, to~~ the ~~extent we are not able to satisfy the FDA, we may be subject~~market ~~to further regulatory action by the FDA, including seizure, injunction~~ and~~/or~~ ~~civil~~continued ~~monetary penalties.~~general ~~Any~~economic ~~such regulatory actions could significantly disrupt our ongoing business and operations and have a material adverse effect on our financial position and results of operations~~factors.

~~Additionally,~~We weare ~~continue~~in tothe ~~face~~process ~~challenges~~of inworking with the ~~global~~FDA ~~economy.~~on ~~However,~~our werecent ~~expect~~regulatory and quality matters which were raised in the ~~global~~FDA’s ~~market~~warning ~~for~~letter ~~AEDs~~we toreceived ~~grow~~in ~~over~~February 2010. ~~time~~As part of this process, asin ~~awareness~~July 2010 ofwe ~~the~~announced ~~benefits~~our ofplans to repair or replace approximately 24,000 AEDs ~~continues~~used toby ~~increase~~certain first responders and asmedical facilities in the ~~prevalence~~United ofStates. ~~mandates~~This ~~requiring~~represents ~~deployment~~a subset of the ~~AEDs~~customers incovered ~~public~~by ~~venues~~the ~~continues to~~voluntary ~~rise.~~corrective Asaction ~~the~~we ~~market~~originally ~~continues~~announced toin ~~grow~~November 2009, which ~~and~~affected asnearly we300,000 ~~overcome~~AED ~~what~~devices weshipped ~~believe~~between toJune 2003 beand ~~temporary~~June 2009. The FDA also ~~challenges~~provided ~~associated~~an ~~with~~updated ~~our~~public ~~quality~~communication ~~and~~regarding ~~regulatory~~these ~~issues,~~plans wein ~~believe~~July 2010. The FDA communication recommended that weall ~~will~~other becustomers ~~able~~impacted ~~to grow~~by our ~~AED~~voluntary ~~revenues~~corrective ~~over~~action ~~time~~announced in November 2009, ~~both~~who ~~domestically~~are ~~and~~not ~~overseas.~~first Weresponders ~~believe~~or ~~our~~medical ~~direct~~facilities, ~~presence~~follow inour instructions for ~~several~~installing ~~countries~~the insoftware ~~Europe~~update ~~will~~on ~~result~~their inAEDs ~~continued~~which ~~growth~~is inavailable ~~sales~~on inour ~~these~~website ~~markets~~or ~~over~~by ~~time,~~ordering a ~~though~~software ~~again~~kit wefrom ~~may~~us. ~~experience~~With ~~softness~~this inupdated ~~the~~recommendation ~~near~~by ~~term~~the ~~due~~FDA, towe ~~the~~believe ~~quality~~we ~~and~~have addressed ~~regulatory~~all outstanding issues~~, the~~ ~~return~~with ofour apreviously ~~competitor~~communicated plan to ~~the~~address ~~market~~potential component ~~and~~defects ~~continued~~through ~~general~~a ~~economic~~field ~~factors~~software update as originally announced in November 2009.

We ~~expect~~are ~~our~~still ~~revenues~~addressing inthe ~~Japan~~remaining tomatters ~~continue~~noted toby ~~decline~~the asFDA ~~our~~in ~~exclusive~~its ~~distribution~~February 2010 ~~agreement~~warning ~~with~~letter. ~~Nihon~~These ~~Kohden~~include ~~approaches~~assertions itby ~~termination~~the inFDA ~~June 2010.~~that Onour ~~June 15,~~procedures ~~2009,~~relating weto ~~notified~~the ~~Nihon~~evaluation, ~~Kohden~~investigation and follow up of complaints, ~~our~~procedures ~~current~~to ~~exclusive~~verify ~~distributor~~the effectiveness of ~~AEDs~~corrective inand preventative ~~Japan~~actions, ~~that~~and ~~our~~procedures ~~OEM~~relating ~~Supply~~to ~~and~~certain ~~Purchase~~design requirements are inadequate. To the ~~Agreement~~extent ~~dated~~we asare unable to address these matters to the satisfaction of ~~January 1~~the FDA, ~~2008~~we ~~(the~~could ~~“OEM~~be required ~~Agreement”)~~to ~~will~~temporarily ~~terminate~~cease ~~effective~~shipments ~~June 15~~of our products, ~~2010.~~which could ultimately impact Weour ~~elected~~ability to ~~terminate~~fulfill ~~the~~customer ~~OEM~~orders ~~Agreement~~and inmaintain ~~order~~market toshare. ~~explore~~Further, ~~alternative~~to ~~means~~the ofextent ~~distributing~~we ~~AED~~are not ~~products~~able into ~~that~~satisfy ~~market~~the FDA, ~~largely~~we inmay ~~response~~be subject to ~~Nihon~~further ~~Kohden’s~~regulatory ~~release~~action ofby athe ~~competing~~FDA, ~~AED~~including seizure, injunction and/or civil monetary penalties. WeAny such regulatory ~~expect~~actions tocould ~~finalize~~significantly ~~distribution~~disrupt ~~plans~~our ~~for~~ongoing ~~the~~business ~~Japanese~~and ~~market~~operations inand ~~the~~have ~~near~~a ~~future.~~material adverse Weeffect doon ~~not~~our ~~expect~~financial position and results of operations. While we are tooptimistic ~~realize~~that ~~significant~~we ~~revenue~~will be successful in ~~Japan~~addressing ~~until~~our ~~such~~ongoing ~~plans~~regulatory ~~have~~matters ~~been~~with ~~finalized~~the FDA, our AED revenues may continue to be adversely affected by these circumstances during 2010, and potentially ~~implemented~~beyond.

Our future gross profits and gross margins will be dependent upon our overall revenue volume, (by product mix), market pricing and our costs. Increasing volumes provide economies of scale and tend to enhance our gross margin. AEDs generally have a higher gross margin than our monitoring products. Accordingly, if our product mix shifts toward a relatively higher proportion of AEDs, our overall gross margins will increase and if the mix shifts toward a relatively higher proportion of monitoring products, our overall gross margins are likely to decline. Market pricing for our products has declined slightly in recent years. As we face challenges in retaining our AED market share in the face of circumstances discussed elsewhere in this report, we may experience additional pricing pressure, which may, in turn, result in a reduction of our gross margins. Finally, any increases in costs, including any unexpected additional costs associated with the ongoing or new corrective actions or recalls relating to our AEDs, or any other quality issues related to our products that may arise in the future, would also negatively affect our gross margins. Our actual gross profit and margins will be dependent on the aggregation of these and other factors.

We expect our operating expenses to increase slightly induring 2010 relative to the prior year due to increased expenses associated with regulatory affairs and quality assurance as we continue to upgrade our internal capabilities in these areas. We also expect to incur higher research and development and marketing expenses associated with new product development initiatives and planned product launches during the second half of 2010. ~~Further~~However, we expect to see operating expenses decrease ~~increase~~somewhat ~~over~~in ~~time~~the ~~due~~second tohalf of 2010 as we complete our ~~estimates~~planned ~~for~~product ~~modest~~launches ~~revenue~~and ~~growth~~other ongoing ininitiatives ~~future~~near ~~periods~~completion. We will continue to monitor our operating expenses in light of our actual and anticipated future revenues and gross profit and we may need to take additional steps to reduce operating expenses in the future if our revenues and gross profit do not grow over time.

We expect to realize an operating loss in 2010, asdue weto ~~continue~~softness toin ~~invest~~our revenue, our ongoing investments in new product development, ~~new~~and product launches and as we ~~improve~~make ~~our~~improvements to our quality and information systems. In addition, the accrual of $11.0 million related to our updated corrective action announced in July, 2010, will add significantly to our operating loss for the year. We expect to return to profitability before the end of 2011 and expect to generate cash from operations for the full year 2011, excluding cash used to complete the ongoing corrective field actions for which we have accrued as of June 30, 2010.

Revenues

We derive our revenues primarily from the sale of our non-invasive cardiology products and related consumables, and to a lesser extent, from services related to these products, including training. We categorize our revenues as (1) defibrillation ~~products, which include our AEDs,~~ hospital defibrillators and related accessories; (2) cardiac monitoring products, which include capital equipment, software products and related accessories and supplies; and (3) service, which includes service contracts, CPR/AED training services, AED program management services, equipment maintenance and repair, replacement

Page 2125 of 3435

products, which include our AEDs, hospital defibrillators and related accessories; (2) cardiac monitoring products, which include capital equipment, software products and related accessories and supplies; and (3) service, which includes service contracts, CPR/AED training services, AED program management services, equipment maintenance and repair, replacement part sales and other services. We derive a portion of our service revenue from sales of separate extended maintenance arrangements. We defer and recognize these revenues over the applicable maintenance period.

Revenues for the three ~~months~~and six month periods ended ~~March~~June 3130, 2010 and 2009 were as follows:

	Three Months						Three Months
	Ended			% Change			~~Three Months~~ Ended			Six Months Ended			% Change			Six Months Ended
(dollars in thousands)	~~March~~June 3130, 2010			2009 to 2010			~~March~~June 3130, 2009			June 30, 2010			2009 to 2010			June 30, 2009
Defibrillation products	$	1519,~~862~~051			~~(30~~13.80	%)	$	2216,~~916~~853		$	34,913			(12.3	%)	$	39,791
% of revenue		4752.98	%					5746.87	%		50.4	%					52.5	%
Cardiac monitoring products		12,~~905~~621			4(14.57	%)		1214,~~349~~800			25,526			(5.9	%)		27,127
% of revenue		3935.0	%					3141.10	%		36.9	%					35.8	%
Service		4,~~340~~431			(10.37	%)		4,~~399~~461			8,771			(1.0	%)		8,860
% of revenue		1312.13	%					1112.14	%		12.7	%					11.7	%
Total revenues	$	3336,~~107~~103			(160.50	%)	$	3936,~~664~~114		$	69,210			(8.7	%)	$	75,778

Defibrillation products revenue ~~decreased~~increased 3113% for the three month period ended ~~March~~June 3130, 2010 from the comparable period in 2009, ~~driven~~which byincluded ~~declines~~the inunfavorable ~~domestic~~impact ~~and international sales~~ of ~~19%~~ ~~and 40%, respectively. Approximately~~ approximately $3.50 million of ~~this~~defibrillation ~~decrease~~products ~~was~~which ~~due~~were toplaced ~~reduced~~on ~~AED shipments~~a tovoluntary ~~Nihon~~ship-hold ~~Kohden,~~prior ~~our exclusive Japanese distribution partner, due~~ to ~~the winding down of~~June ~~our~~30, ~~relationship with that partner~~2009, ~~Nihon~~as ~~Kohden’s~~management ~~introduction~~investigated ofpossible ~~competing~~quality ~~AED~~issues ~~products~~relating into ~~the Japanese~~certain ~~market~~components ~~and~~of ~~overall weakened demand in Japan~~our AEDs. ~~The~~Absent ~~remainder~~this ofprior ~~the~~year ~~decrease~~event, in defibrillation ~~products~~product revenue was ~~due~~down ~~primarily~~approximately to6%, ~~our AED ship-hold initiated during the first~~or ~~quarter of 2010 in advance of a medical device recall announced in February~~$1.0 ~~2010~~million, ~~the~~due ~~adverse impact~~mostly ~~and~~to ~~publicity~~a ~~associated~~decline ~~with the FDA warning letter we received~~ in ~~February 2010,~~AED ~~and~~shipments to ~~a lesser~~Nihon ~~extent~~Kohden toas ~~the~~compared ~~return of a significant competitor~~ to the ~~market. Additionally, the impact of~~three ~~the~~month ~~weak~~period ~~economy~~ended ~~continues~~June 30, ~~to provide challenges for our AEDs both domestically and internationally~~2009.

~~Cardiac~~Defibrillation ~~monitoring~~ products revenue ~~increased~~decreased ~~by 5~~12% for the ~~three~~six month period ended ~~March~~June 3130, ~~2010~~ 2010 from the comparable period in 2009 due primarily to declines in international sales of 23%, including a decrease of approximately 11%, or $4.5 million, ~~The~~due ~~increase~~to a significant decline in ~~our~~AED shipments ~~cardiac~~to ~~monitoring~~Nihon Kohden during the first half of 2010 as compared to the same period in 2009. The remainder of the decrease in defibrillation products revenue iswas due primarily to ~~increased~~the ~~demand~~adverse impact ~~generation~~and ~~activities~~publicity ~~which~~associated ~~began~~with the FDA warning letter we received in ~~late~~February 2010, ~~2009~~and ~~for~~to ~~which~~a lesser weextent ~~began~~to the return of a significant competitor to the market. Additionally, the impact of ~~see~~the ~~results~~weak ineconomy ~~early~~continues ~~2010~~to provide challenges for our AED business both domestically and internationally.

~~Service~~Cardiac monitoring products revenue decreased 1by 15% for the three month period ended ~~March~~June 3130, 2010 from the comparable period in 2009. The decline reflects the fact that our cardiac monitoring revenue for the second quarter of 2009 benefited to a significant extent from the fulfillment of backlog resulting from a ship hold of certain products during the first quarter of 2009. Revenue from cardiac monitoring decreased by 6% for the six month period ended June 30, 2010 from the comparable period in 2009 due primarily to ~~lower~~the ~~AED~~weakened ~~training~~economy and ~~program~~as ~~management~~our ~~services~~physician customers ~~resulting~~defer ~~from~~purchases ~~declines~~of capital equipment in ~~defibrillation~~the ~~product~~face ~~revenues~~of ~~during~~continuing ~~the~~uncertainty ~~period~~about reimbursement levels for procedures used in providing patient care.

Service revenue remained relatively flat for both the three month and six month periods ended June 30, 2010 from the comparable periods in 2009.

Gross Profit

Gross profit is revenues less the cost of revenues. Cost of revenues consists primarily of the costs associated with manufacturing, assembling and testing our products, amortization of certain intangibles, overhead costs, compensation, including stock-based compensation and other costs related to manufacturing support and logistics. Cost of revenues also includes costs associated with corrective actions and recalls associated with our products. We rely on third parties to manufacture certain of our product components. Accordingly, a significant portion of our cost of revenues consists of payments to these manufacturers. Cost of service revenue consists of customer support costs, training and professional service expenses, parts and compensation. Our hardware products include a warranty period that includes factory repair services or replacement parts. We accrue estimated expenses for warranty obligations at the time products are shipped.

Page 2226 of 3435

Gross profit for the three ~~months~~and six month periods ended ~~March~~June 3130, 2010 and 2009 was as follows:

	Three Months						Three Months
	Ended			% Change			Ended			Six Months Ended			% Change			Six Months Ended
(dollars in thousands)	~~March~~June 3130, 2010			2009 to 2010			~~March~~June 3130, 2009			June 30, 2010			2009 to 2010			June 30, 2009
Products	$	1315,~~739~~625			(~~26.~~3.7	%)	$	1816,~~631~~220		$	29,364			(15.7	%)	$	34,851
% of products revenue		4749.83	%					5251.82	%		48.6	%					52.1	%
Service		1,177			(5.7	%)		1,248
Corrective action costs		(11,000	)		n/m			—			(11,000	)		n/m			—
% of service revenue		27.1	%					28.4	%
Service		1,244			(6.5	%)		1,331			2,421			(6.1	%)		2,579
Total gross profit	$	14,916			(25.0	%)	$	19,879
% of service revenue		28.1	%					29.8	%		27.6	%					29.1	%
% of total revenue		45.1	%					50.1	%
Total gross profit	$	5,869			(66.6	%)	$	17,551		$	20,785			(44.5	%)	$	37,430
% of total revenue		16.3	%					48.6	%		30.0	%					49.4	%

Gross profit from products decreased for the three and six month ~~period~~periods ended ~~March~~June 3130, 2010 from the comparable ~~period~~periods in 2009 due ~~primarily~~in part to significant declines in both revenue and gross profit ~~from~~ related to lower AED sales to ~~Nihon~~our ~~Kohden~~former inexclusive ~~the~~distributor ~~Japanese~~in ~~market.~~Japan, ToNihon ~~a lesser extent~~Kohden. Additionally, gross ~~profit~~margins from products ~~also~~decreased ~~declined~~during ~~due~~the tothree aand ~~mix~~six ~~shift~~month ~~towards~~periods ~~our cardiac monitoring products which generally~~ended ~~have~~June 30, ~~lower~~2010 ~~gross~~from ~~margins~~the ~~than~~comparable ~~our~~periods ~~AED products. This shift~~ in ~~product~~2009 ~~mix was~~ due ~~largely~~primarily to ~~lower overall~~changes ~~AED~~in ~~sales~~product ~~during~~mix, ~~the period resulting from the duration of our AED ship-hold during the~~cost ~~first~~increases ~~quarter~~in ofcertain ~~2010~~product components, ~~the adverse impact~~ and ~~publicity~~inefficiencies ~~associated with the FDA warning letter we received~~ in ~~February 2010,~~our ~~and~~factory todue ~~a lesser extent~~ to ~~the~~our ~~return~~recent ~~of a significant competitor to the~~recall ~~market~~activities.

~~Gross~~Charges ~~profit~~associated ~~from~~with ~~service~~corrective ~~decreased~~action ~~for~~costs of $11.0 million incurred in the three and six month ~~period~~periods ended ~~March~~June 3130, 2010 ~~from~~represent ~~the~~estimated additional costs associated with our ~~comparable~~voluntary ~~period~~corrective action related to our AEDs which we previously announced in November 2009. During ~~due~~the ~~principally~~second toquarter ~~lower~~of ~~service~~2010, ~~revenues~~we recorded an additional charge of $11.0 million related to our estimated costs associated with ~~our~~repairing ~~AED~~or replacing approximately 24,000 AEDs used by certain ~~training~~first responders and ~~program~~medical ~~management~~facilities ~~services~~in ~~related~~the United States, and also includes an estimate of costs to ~~declines~~repair or replace certain devices located outside of the United States which we believe that it is probable that we would be required to perform in ~~AED~~the ~~product~~future. ~~sales~~This represents a subset of the customer based affected by the November 2009 corrective action. The estimated costs associated with repairing or replacing these devices consist primarily of materials, shipping and other logistical costs required to manage the corrective actions and replace the units with our customers. There were no similar charges during the ~~same~~three and six month periods ended June 30, ~~period~~2009. See the “Looking Forward” section above for additional information regarding the impact of possible corrective actions on gross profit in future periods.

Gross profit from service decreased for the three and six month periods ended June 30, 2010 from the comparable periods in 2009 due principally to lower service revenues associated with our AED training and program management services related to declines in AED product sales during the same periods.

Operating Expenses

Operating expenses include expenses related to research and development, sales, marketing and other general and administrative expenses required to run our business, including stock-based compensation.

Research and development expenses consist primarily of salaries and related expenses for development and engineering personnel, fees paid to consultants, and prototype costs related to the design, development, testing and enhancement of products. Several components of our research and development activities require significant funding, the timing of which can cause significant quarterly variability in our expenses.

Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in sales, marketing and sales support functions as well as costs associated with corporate and product branding, promotional and other marketing activities.

General and administrative expenses consist primarily of employee salaries and related expenses for executive, finance, accounting, information technology, regulatory affairs, quality assurance and human resources personnel as well as bad debt expense, professional fees, legal fees, and other corporate expenses.

~~Page~~ Operating 23expenses offor 34the three and six month periods ended June 30, 2010 and 2009 were as follows:

Page 27 of 35

Operating expenses for the three months ended March 31, 2010 and 2009 were as follows:


	Three Months			% Change 2010			Three Months			Six Months			% Change 2010			Six Months
	Ended			to 2009			Ended			Ended			to 2009			Ended
(dollars in thousands)	June 30, 2010			(Increase)/Decrease			June 30, 2009			June 30, 2010			(Increase)/Decrease			June 30, 2009

Research and development	$	4,629			(28.0	%)	$	3,617		$	8,834			(24.6	%)	$	7,088
% of total revenue		12.8	%					10.0	%		12.8	%					9.4	%

Sales and marketing		12,412			(10.1	%)		11,271			25,214			(12.2	%)		22,469
% of total revenue		34.4	%					31.2	%		36.4	%					29.7	%

General and administrative		7,201			(13.4	%)		6,349			13,594			(13.6	%)		11,965
% of total revenue		19.9	%					17.6	%		19.6	%					15.8	%

Total operating expenses	$	24,242			(14.1	%)	$	21,237		$	47,642			(14.7	%)	$	41,522

% of total revenue		67.1	%					58.8	%		68.8	%					54.8	%

	Three Months						Three Months
	Ended			% Change			Ended
(dollars in thousands)	March 31, 2010			2009 to 2010			March 31, 2009
Research and development	$	4,205			(21.1	%)	$	3,471
% of total revenue		12.7	%					8.8	%
Sales and marketing		12,802			(14.3	%)		11,198
% of total revenue		38.7	%					28.2	%
General and administrative		6,393			(13.8	%)		5,616
% of total revenue		19.3	%					14.2	%
Total operating expenses	$	23,400			(15.4	%)	$	20,285
% of total revenue		70.7	%					51.1	%

The increase in research and development expenses for the three and six month periods ended June 30, 2010 from the comparable periods in 2009 was due primarily to outside design costs and other professional services relating to planned new cardiac monitoring product introductions during the second half of 2010.

The increase in ~~research~~sales and ~~development~~marketing expenses for the three and six month ~~period~~periods ended ~~March~~June 3130, 2010 from the comparable ~~period~~periods in 2009 was due ~~almost~~primarily ~~entirely~~ to ~~outside~~increased ~~design~~consulting ~~costs~~and business ~~relating~~development tofees ~~new~~for ~~cardiac~~lead ~~monitoring~~generation activities and promotion for the upcoming product ~~introductions~~launches as well as increased salaries and benefits associated with headcount increases and changes in staffing mix. Additionally, sales and marketing expenses increased for the six month period ended June 30, 2010 from the comparable period in 2009 due to increased labor and severance costs incurred during the first quarter of 2010 related to our former Senior Vice President of Sales and Marketing.

The increase in ~~sales~~general and ~~marketing~~administrative expenses for the three and six month ~~period~~periods ended ~~March~~ June 3130, 2010 from the comparable ~~period~~periods in 2009 was due primarily to ~~labor~~increased headcount, consulting and ~~severance~~professional ~~costs~~fees ~~relating~~associated towith expanding our ~~former~~ ~~Senior~~internal ~~Vice~~capabilities ~~President~~in ofboth ~~Sales~~our regulatory affairs and ~~Marketing~~quality assurance functions as well as ~~increased~~our ~~salaries~~information ~~and~~technology ~~benefits~~function ~~related~~for tosystem ~~new~~upgrades. ~~leadership~~Additionally, general and ~~new~~administrative ~~positions~~expenses increased for the ~~cardiac~~six ~~monitoring~~month period ~~products~~ended ~~sales~~June 30, ~~organization~~2010 from the comparable period in 2009 due to increased salaries and benefits resulting from general compensation increases as well as increased legal and other professional fees related to financing and related initiatives.

The increase in general and administrative expenses for the three month period ended March 31, 2010 from the comparable period in 2009 was due in part to increases in salaries and benefits associated with staffing increases in our regulatory affairs and quality assurance functions, as well as higher consulting and temporary fees relating to ongoing information technology projects.

Other Income and Expense

Other income (loss), net was ~~income~~a loss of less than ($0.1 ) million for the three month period ended ~~March~~June 3130, 2010 as compared to aincome ~~loss~~ of ($0.1) 5 million during the same period in 2009. Other ~~income~~ loss, net for the three month period ended ~~March~~June 3130, 2010 consisted primarily of ~~royalty~~net ~~income~~foreign currency exchange losses of ($0.2) million, partially offset by $0.1 million. of income from royalty agreements. Other ~~loss~~income, net for the three month period ended ~~March~~June 3130, 2009 consisted primarily of net foreign currency exchange ~~losses~~gains of ($0.2)3 million, ~~partially offset by~~ income from royalty agreements of $0.1 million and other miscellaneous income items totaling $0.1 million.

~~Income~~Other ~~Taxes~~income (loss), net was income of $0.1 million for the six month period ended June 30, 2010 as compared to income of $0.4 million during the same period in 2009. Other income, net for the six month period ended June 30, 2010 consisted primarily of income from royalty agreements of $0.3 million and other miscellaneous income items totaling $0.1 million, partially offset by net foreign currency exchange losses of ($0.3) million. Other income, net for the six month period ended June 30, 2009 consisted primarily of net foreign currency exchange gains of $0.1 million, income from royalty agreements of $0.2 million and other miscellaneous income items totaling $0.1 million.

~~During~~Page ~~the~~28 ~~three months ended March 31, 2010, we recorded income tax expense~~ of ~~$0.1 million~~35 compared to an income tax benefit of $0.2 million in the three month period ended March 31, 2009. Our worldwide effective tax rate for the three month period ended March 31, 2010 was 31.3% as compared to a worldwide effective tax benefit of 31.0% for the same period in the prior year.

The difference in our estimated worldwide effective tax rate for the three month period ended March 31, 2010 as compared to the same period in the prior year is due largely to the exclusion of the U.S. jurisdiction from the worldwide effective tax rate for the three month period ended March 31, 2010 and for the full year of 2010. We excluded the U.S. jurisdiction based on authoritative guidance that a jurisdiction should be excluded from the worldwide effective tax rate and calculated separately to the extent such jurisdiction anticipates an ordinary loss for the year or has ordinary losses for the year to date for which no tax benefit can be recognized. The U.S jurisdiction was not excluded from our estimated worldwide effective tax rate for the same period in the prior year, and our estimated worldwide effective tax rate was based on estimates of pre-tax income or losses for the full year, applicable tax rates in jurisdictions in which income and losses were expected to be generated, including the U.S., and expected U.S. federal and state tax credits.

We have maintained the valuation allowance on our domestic deferred tax assets as the evidence available at March 31, 2010 does not warrant a change and as such, we believe it is not more likely than not that we will be able to realize the

Page 24 of 34

~~benefits~~ Income ~~of the losses anticipated in the current~~Taxes year. If in future periods we generate taxable income, the valuation allowance may be released in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized. Until this occurs, we will continue to record a deferred tax benefit for any domestic losses that might be incurred in the future and we will record deferred tax expense to increase the recorded valuation allowance for any such additional losses. The tax expense recorded in the quarter ended March 31, 2010 relates primarily to our foreign operations, which generally are forecasted to be marginally profitable during 2010.

During the three and six month periods ended June 30, 2010, we recorded income tax expense of $0.1 million and $0.2 million, respectively, compared to income tax benefits of $1.2 million and $1.4 million in the three and six month periods ended June 30, 2009, respectively. Our worldwide effective tax rate, excluding the U.S. jurisdictions, for the six month period ended June 30, 2010 was 29% as compared to a worldwide effective tax benefit of 37.0% for the same period in the prior year.

The difference in our estimated worldwide effective tax rate for the six month period ended June 30, 2010 as compared to the same period in the prior year is due largely to the exclusion of the U.S. jurisdiction from the worldwide effective tax rate for the six month period ended June 30, 2010 and for the full year of 2010. We excluded the U.S. jurisdiction based on authoritative guidance that a jurisdiction should be excluded from the worldwide effective tax rate and calculated separately to the extent such jurisdiction anticipates an ordinary loss for the year or has ordinary losses for the year to date for which no tax benefit can be recognized. The U.S jurisdiction was not excluded from our estimated worldwide effective tax rate for the same period in the prior year, and our estimated worldwide effective tax rate was based on estimates of pre-tax income or losses for the full year, applicable tax rates in jurisdictions in which income and losses were expected to be generated, including the U.S., and expected U.S. federal and state tax credits.

The decrease of our worldwide effective tax rate from 31% to 29% between the three month period ended March 31, 2010 and the six month period ended June 30, 2010 is due primarily to favorable true-ups related to tax filings in foreign jurisdictions which had lower pre-tax book income on their tax returns than what was anticipated December 31, 2009.

We have maintained the valuation allowance on our domestic deferred tax assets as the evidence available at June 30, 2010 does not warrant a change and as such, we believe it is not more likely than not that we will be able to realize the benefits of the losses anticipated in the current year. If in future periods we generate taxable income, the valuation allowance may be released in part, or in total, when it becomes more likely than not that the deferred tax assets will be realized. Until this occurs, we will continue to record a deferred tax benefit for any domestic losses that might be incurred in the future and we will record deferred tax expense to increase the recorded valuation allowance for any such additional losses. The tax expense recorded in the quarter ended June 30, 2010 relates primarily to our foreign operations, which generally are forecasted to be marginally profitable during 2010.

Liquidity and Capital Resources

	Three Months						Three Months			Six Months						Six Months
	Ended			% Change			Ended			Ended			% Change			Ended
(dollars in thousands)	~~March~~June 3130, 2010			2009 to 2010			~~March~~June 3130, 2009			June 30, 2010			2009 to 2010			June 30, 2009
Cash provided by (used in) operating activities	$	(59,~~159~~331	)		(~~237~~2031.89	%)	$	~~3,743~~483		$	(14,490	)		(442.9	%)	$	4,226
Cash used in investing activities		(~~674~~669	)		2211.29	%		(~~866~~759	)		(1,343	)		17.4	%		(1,625	)
Cash provided by financing activities		65			(52.6	%)		137
Cash provided by (used in) financing activities		(7	)		(101.4	%)		502			58			(90.9	%)		639
Effect of exchange rates on cash and cash equivalents		(93113	)		12(243.30	%)		~~(106~~79	)		(206	)		(663.0	%)		(27	)
Net change in cash and cash equivalents	$	(510,~~861~~120	)		(~~301~~3418.50	%)	$	~~2,908~~305		$	(15,981	)		(597.4	%)	$	3,213

Cash used in operating activities of $59.23 million for the three month period ended ~~March 31~~June 30, 2010 resulted from our net loss of $818.65 million plus adjustments for net non-cash items ~~included~~ included in our net loss of $2.23 million and a net decrease in working capital of $16.19 million. The ~~net~~ net non-cash items included in our net loss related primarily to depreciation and amortization and stock-based compensation. The net decrease in working capital of $16.19 million was due primarily to aan ~~decrease~~increase in ~~accounts~~current ~~receivable~~liabilities, ofmost notably the $211.60 million estimate for additional corrective action liabilities, anfor ~~increase~~which cash will be expended in ~~our~~future ~~current~~periods, ~~liabilities~~an increase in accounts payable of $1.7 6 million, and a decrease in ~~prepaid~~inventory ~~and other current assets~~ of $01.60 million, substantially offset by cash used in the amount of $3.1 million used to satisfy our ongoing corrective action liabilities and an increase in accounts receivables of $12.7 million. Cash provided by operating activities of $0.5 million for the three month period ended June 30, 2009 resulted from our net loss of $1.9 million offset by adjustments for net non-cash items included in net income of $0.7 million and ana net increase in ~~inventory~~working capital of $21.7 million. The net increase in working capital of $1.7 million was due primarily to a decrease in accounts receivable of $0.7 million and a $1.0 million increase in accrued liabilities. The net non-cash items included in net income related primarily to depreciation and amortization, stock-based compensation and deferred income taxes.

Cash ~~provided~~used byin operating activities of $314.75 million for the ~~three~~six month period ended ~~March 31~~June 30, 2010 ~~2009~~ resulted from our net loss of $026.49 million plus adjustments for net non-cash items ~~included~~ included in our net loss of $14.84 million and a net decrease in working capital of $28.30 million. The ~~net~~ net non-cash items included in our net ~~income~~loss related primarily to depreciation and amortization~~, stock-based~~ ~~compensation~~ and ~~deferred income taxes. The net decrease in working capital of $2.3~~ million during the period was due primarily to a reduction in accounts receivable of $8.0 million as our cash collections were higher than sales during the period. This decrease was partially offset by a reduction in operating liabilities related to accounts payable, accrued expenses and deferred revenue totaling $4.8 million.

WePage ~~anticipate~~29 ~~that we will continue to use cash in operations during the remainder~~ of ~~2010 due~~35 in part to our anticipation of operating losses for the year and also due to the cash requirements associated with carrying out the two previously mentioned voluntary corrective actions associated with our AEDs. See Note 2 — Corrective Action Liabilities to the unaudited condensed consolidated financial statements. Our use of cash to fund operations may be further impacted by other general business factors such as our ability to successfully sell our products and deliver our services, collect our accounts receivables, optimize lead times and inventory levels, and manage our expenses. Our ability to grow the business through possible acquisitions funded by cash or other borrowing has been reduced substantially in the foreseeable future as we plan to use a significant amount of our existing cash and cash equivalents during the rest of the year.

Net cash used in investing activities for the three month periods ended March 31, 2010 and March 31, 2009 consisted of payments for capital expenditures related to investments in information technology and new manufacturing equipment and tooling for products under development.

Net cash provided by financing activities for the three month periods ended March 31, 2010 and 2009 consisted of proceeds from exercises of stock options and sales of common stock under our Employee Stock Purchase Plan less required minimum tax withholdings on restricted stock awards remitted to taxing authorities.

As of March 31, 2010, we had cash and cash equivalents of $21.0 million. We expect to incur operating losses for the remainder of 2010 and to use cash in operations. We have recently initiated two voluntary corrective actions relating to our AED products, the costs of which were estimated at $21.0 million and were included in our results of operations for the full year ended December 31, 2009. As of March 31, 2010, the Company had used cash of $7.5 million in carrying out these corrective actions, with remaining accrued corrective action liabilities of $13.5 million at March 31, 2010. The costs recorded are estimates and actual costs that we will incur to complete the corrective actions could be more or less than the $13.5 million that is remaining in our accrued corrective action liabilities on the unaudited condensed consolidated balance sheets as of March 31, 2010. We expect to satisfy a significant portion of the requirements under the ongoing corrective actions during

Page 25 of 34

~~2010~~stock-based ~~and~~compensation. weThe ~~expect~~net todecrease ~~spend~~in aworking ~~significant~~capital ~~amount~~ of ~~the~~$8.0 million ~~remaining~~was ~~accrued~~due ~~corrective~~primarily ~~action~~to ~~liability~~an ~~costs~~increase ~~during~~in ~~2010~~current liabilities, ~~which~~ ~~will~~most ~~negatively~~notably ~~impact~~the ~~our~~$11.0 million ~~cash~~estimate ~~position.~~for additional Incorrective ~~addition~~action liabilities, wefor ~~expect~~which tocash ~~operate~~will atbe aexpended ~~loss~~in future periods and an increase in accounts payable and toaccrued ~~use~~liabilities ~~cash~~of in$2.3 million, ~~operations~~substantially ~~for~~offset by cash in the ~~remainder~~amount of ~~2010~~$4.8 million Weused ~~believe~~to satisfy our ~~existing~~ongoing ~~cash~~corrective action liabilities and ~~cash~~an ~~equivalents~~increase ~~will~~in beinventory ~~sufficient~~of to$1.0 million. ~~fund~~Cash ~~our~~provided ~~anticipated~~by operating ~~losses~~activities of $4.2 million for the six month period ended June 30, ~~meet~~2009 ~~working~~resulted ~~capital~~from our net loss of $2.3 million offset by ~~requirements~~adjustments for net non-cash items included in net income of $2.5 million and ~~fund~~a ~~anticipated~~net increase in working capital ~~expenditures~~of ~~and~~$4.0 million. ~~other~~The ~~obligations,~~net ~~including~~increase ~~the~~in working capital of $4.0 million was due ~~estimated~~primarily ~~remaining~~to ~~costs~~a decrease in accounts receivable of ~~the~~$8.7 million ~~ongoing~~offset ~~corrective~~by ~~actions,~~an ~~through~~increase atin ~~least~~inventories of ~~March~~$1.3 31million and a decrease in accounts payable of $2.5 million. The net non-cash items included in net income related primarily to depreciation and amortization, ~~2011~~stock-based compensation and deferred income taxes.

~~However,~~We weanticipate ~~may~~that bewe ~~affected~~will bycontinue ~~economic,~~to ~~financial,~~use ~~competitive,~~cash ~~legislative,~~in ~~regulatory, business~~operations ~~and~~during ~~other~~the ~~factors~~remainder ~~beyond~~of ~~our~~2010 ~~control. As discussed~~ due in ~~Note~~part 2 to ~~the~~our ~~unaudited~~anticipation ~~condensed consolidated~~of ~~financial~~operating ~~statements,~~losses infor ~~February 2010,~~the weyear ~~received~~and aalso ~~warning~~due ~~letter~~to ~~from~~ the ~~FDA~~cash requirements ~~noting,~~associated ~~among~~with ~~other~~carrying ~~things,~~out ~~that~~ the two voluntary ~~field~~ corrective ~~action~~actions ~~undertaken~~associated inwith ~~November 2009~~our AEDs isdescribed ~~inadequate.~~elsewhere Inin ~~April 2010~~this report, including the ~~FDA published~~ additional ~~information~~estimated ~~regarding~~costs ~~this~~of ~~corrective~~$11.0 million ~~action,~~recorded ~~further~~during ~~clarifying~~ the ~~AED~~second ~~models~~quarter ~~impacted~~of by2010 ~~the~~related ~~potential component defect and provided further guidance~~ to ~~users of~~ our ~~affected~~plans ~~AEDs.~~to ~~Additionally,~~repair ~~the~~or ~~FDA~~replace ~~noted that our software~~approximately ~~update addresses “some~~24,000 ~~but~~AEDs ~~not~~used ~~all~~by ~~electrical~~certain ~~component~~first ~~defects.”~~responders Weand ~~are~~medical facilities in ~~ongoing discussions with~~ the ~~FDA~~United ~~regarding~~States ~~the issues it raised in its warning letter~~ and ~~in its follow up~~ ~~communication~~potentially inoutside ~~April 2010~~of ~~regarding~~the ~~this~~United ~~matter~~States. ItSee isNote ~~possible~~2 ~~that~~— weCorrective ~~may~~Action ~~need~~Liabilities to ~~take~~the ~~different~~unaudited orcondensed ~~additional~~consolidated ~~actions~~financial ~~than anticipated depending on the outcome of those discussions~~statements. ~~Different~~ orOur ~~additional~~use ~~corrective actions could significantly increase the cost~~ of ~~addressing~~cash ~~the component issues that led us~~ to ~~initiate~~fund ~~the~~operations ~~corrective action announced in November 2009. If we are unable to satisfy the FDA’s concerns, we~~ may be further ~~subject~~impacted ~~to regulatory action~~ by ~~the~~other ~~FDA, including~~general ~~but~~business ~~not~~factors ~~limited~~such toas ~~seizure, injunction, halting shipment of~~ our ~~products~~ability ~~and/or~~to ~~civil monetary~~successfully ~~penalties.~~sell ~~Any such actions could significantly disrupt~~ our ~~ongoing business and~~ ~~operations~~products and ~~have~~deliver ~~a material adverse effect on~~ our ~~financial position and results of operations. Additionally~~services, ~~quality~~collect ~~issues~~our ~~and~~accounts ~~related corrective actions~~receivables, asoptimize ~~well~~lead astimes ~~other matters such as the~~and ~~recent~~inventory ~~re entry into the market of the former AED market leader~~levels, ~~may~~and ~~adversely~~manage ~~impact~~ our ~~projected revenues in the near term~~expenses. ~~Accordingly, we may be required to reduce costs, which could adversely~~ ~~impact our forecasts for revenue growth in future periods.~~

~~Our~~Net ~~previous~~cash ~~$10.0 million~~used ~~line~~in ofinvesting ~~credit~~activities ~~agreement~~for ~~with~~the ~~Silicon~~three ~~Valley~~and ~~Bank~~six ~~expired~~month onperiods ~~March 31,~~ended ~~2010. On April~~June 2730, 2010~~, we entered into a new line of credit agreement with Silicon Valley~~ ~~Bank~~and ~~which~~June 30, ~~provides~~2009 upconsisted ~~to $5.0 million~~ of ~~revolving~~payments ~~credit.~~for ~~This~~capital ~~new~~expenditures ~~agreement~~related ~~expires~~primarily ~~in April 2011. Our ability~~ to ~~borrow under this agreement is based largely on our “eligible” domestic~~investments ~~accounts~~in ~~receivable~~information ~~outstanding~~technology ~~at the time of borrowing,~~ and tonew amanufacturing ~~lesser extent on our inventory holdings. Interest on borrowings~~equipment, ifincluding ~~any,~~tooling ~~will~~for ~~vary~~products depending on whether we are operating with positive or negative Adjusted EBITDA and will be based on the Wall Street Journal Prime rate plus 1.0% to 1.75% or LIBOR plus 3.75% to 4.25%. We granted Silicon Valley Bank a first priority security interest in substantially all of our assets to secure our obligations under ~~the line of~~ ~~credit~~development. ~~At March 31, 2010, we did not have any borrowings under this or any other line of credit.~~

~~Given~~Net ~~the~~cash ~~above~~provided ~~factors,~~by wefinancing ~~plan~~activities tofor ~~closely~~the ~~monitor~~three ~~our~~and ~~projected~~six ~~operating~~month ~~results~~periods ~~and~~ended ~~cash~~June 30, ~~balances~~2010 ~~during~~and ~~the~~2009 ~~remainder~~consisted of ~~2010,~~proceeds ~~and~~from ~~beyond.~~exercises Toof ~~the~~stock ~~extent~~options ~~our~~and ~~actual~~sales ~~operating~~of ~~results~~common ~~are not~~stock ~~in line with~~ under our ~~projected~~Employee ~~results,~~Stock wePurchase ~~intend to reduce costs~~Plan, toless ~~the~~required ~~extent~~minimum ~~necessary,~~tax ~~to enable~~withholdings uson torestricted ~~continue~~stock ~~operations for at least 12 months. While such cost reductions might~~awards ~~negatively~~remitted ~~impact future growth opportunities, we believe we have the ability~~ to ~~make~~taxing ~~such reductions, should they become necessary~~authorities.

As of June 30, 2010, we had cash and cash equivalents of $10.9 million. We ~~may~~expect beto ~~affected~~incur operating bylosses ~~economic~~for the remainder of 2010 and to use cash in operations. We have initiated two voluntary corrective actions relating to our AED products, ~~financial~~the costs of which were estimated at $21.0 million and were included in our results of operations for the full year ended December 31, 2009 ~~competitive~~and an additional $11.0 million has been included in our results of operations for the second quarter ended June 30, ~~legislative~~2010. As of June 30, ~~regulatory~~2010, ~~business~~we ~~and~~had ~~other~~used ~~factors~~cash ~~beyond~~of ~~our~~$10.5 million towards ~~control~~these corrective actions. ~~For~~The costs recorded are estimates and actual costs that we will incur to complete the corrective actions could be more ~~information~~or onless than the ~~factors~~$21.5 million that ~~may~~is remaining ~~impact~~in our ~~financial~~accrued corrective action liabilities on the unaudited condensed consolidated ~~results~~balance sheet as of June 30, ~~please~~2010. ~~see~~We ~~the~~expect ~~Risk~~to ~~Factors~~satisfy ~~included~~a insignificant ~~our~~portion ~~Annual~~of ~~Report~~the onrequirements under ~~Form~~the ~~10-K~~ongoing ~~filed~~corrective ~~with~~actions during the remainder of 2010 and ~~Securities~~during 2011 and ~~Exchange~~we ~~Commission~~expect onto ~~March 15~~spend a significant amount of the remaining accrued corrective action liability costs during this period, which will negatively impact our cash position for the remainder of 2010 and during 2011. In addition, we ~~are~~expect ~~continually considering~~to ~~other~~operate ~~acquisitions~~at ~~that~~a ~~complement~~loss orand ~~expand~~to ~~our~~use ~~existing~~cash ~~business~~in oroperations ~~that~~for ~~may~~the ~~enable~~remainder usof to2010. ~~expand~~However, we are ~~into~~forecasting ~~new~~a ~~markets~~return to profitability before the end of 2011. ~~Future~~We ~~acquisitions~~believe ~~may~~our ~~require~~existing ~~additional~~cash ~~debt~~and cash equivalents, ~~equity~~together ~~financing~~with orborrowings ~~both.~~under Weour ~~may~~line of credit with Silicon Valley Bank discussed ~~not~~below, will be ~~able~~sufficient to ~~obtain~~fund ~~any~~our ~~additional~~anticipated ~~financing~~operating losses, ormeet ~~may~~working ~~not~~capital requirements beand ~~able~~fund toanticipated ~~obtain~~capital ~~additional~~expenditures ~~financing~~and other obligations, including the onestimated ~~acceptable~~remaining ~~terms~~costs of the ongoing corrective actions, for at least the next twelve months.

However, we may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. As discussed in Note 2 to the unaudited condensed consolidated financial statements and elsewhere in this report, in February 2010, we received a warning letter from the FDA noting, among other things, that the voluntary field corrective action undertaken in November 2009 is inadequate. In April 2010, the FDA published additional information regarding this corrective action, further clarifying the AED models impacted by the potential component defect and provided further guidance to users of our affected AEDs. Additionally, the FDA noted that our software update addresses “some, but not all electrical component defects.” In July 2010, concurrent with our announcement relating to our updated corrective action plan, the FDA published a communication regarding our updated corrective action plan, citing our commitment to repair or replace approximately 24,000 high risk and/or frequently used AEDs with first responders and medical facilities within the United States. The FDA recommended that all other impacted customers follow the process, as we outlined, for implementing the software update which has been made available to customers through our website or through a software kit shipped directly to the customer. With this updated recommendation by the FDA, we believe we have addressed all outstanding issues with our previously communicated plan to address potential component defects through a field software update as originally announced in November 2009.

We are in ongoing discussions with the FDA regarding the remaining matters it raised in its warning letter. These include assertions by the FDA that our procedures relating to the evaluation, investigation and follow up of complaints, procedures to

Page 30 of 35

verify the effectiveness of corrective and preventative actions, and procedures relating to certain design requirements are inadequate. It is possible that we may need to take additional actions beyond those incurred to date depending on the outcome of those discussions. If we are unable to satisfy the FDA’s remaining concerns, we may be subject to regulatory action by the FDA, including but not limited to seizure, injunction, halting shipment of our products and/or civil monetary penalties. Any such actions could significantly disrupt our ongoing business and operations and have a material adverse effect on our financial position and results of operations. Additionally, quality issues and related corrective actions, as well as other matters such as the recent re entry into the market of the former AED market leader and our ability to identify a new distribution partner in Japan, may adversely impact our projected revenues in the near term. Accordingly, we may be required to reduce costs, which could adversely impact our forecasts for revenue growth in future periods.

On July 16, 2010, we amended our existing line of credit agreement with Silicon Valley Bank to increase the amount available for borrowing on a revolving credit basis from $5.0 million to $15.0 million. This new agreement expires in July 14, 2011 (the “maturity date”). Our ability to borrow under this agreement is based largely on our accounts receivable outstanding at the time of borrowing and, to a lesser extent, on our inventory holdings. Interest on borrowings, if any, will be based on the Wall Street Journal Prime rate plus 2.5%. Interest is payable monthly, on the last day of the month, and all obligations are due on the maturity date. In addition, upon finalizing our agreement in July 2010, we paid Silicon Valley Bank a non-refundable commitment fee of $175,000 and any unused balances under this facility will bear monthly fees equal to 0.25% per annum on the average unused portion of the revolving line. We granted Silicon Valley Bank a first priority security interest in substantially all of our assets to secure our obligations under the above line of credit. At June 30, 2010, we did not have any borrowings under this, or any other, line of credit.

Given the above factors, we plan to closely monitor our projected operating results and cash balances during the remainder of 2010, and beyond. To the extent our actual operating results are not in line with our projected results, we intend to reduce costs, to the extent necessary, to enable us to continue operations for at least the next twelve months. While such cost reductions might negatively impact future growth opportunities, we believe we have the ability to make such reductions, should they become necessary. Our ability to grow the business through possible acquisitions funded by cash or other borrowing has been reduced substantially for the foreseeable future, as we plan to use a significant amount of our existing cash and cash equivalents, as well as borrowings, during the remainder of 2010 and throughout 2011 to fund our ongoing corrective actions and operating losses. Further, we believe that we will be able to renew our line of credit agreement with Silicon Valley Bank in July 2011. However, to the extent we are not successful in renewing our line of credit, or if other adverse events or circumstances arise during the remainder of 2010 or 2011 which could require additional funding beyond that available under our current line of credit, we may need to seek additional or alternative sources of financing. There can be no assurance that we would be able to obtain financing from alternative sources and, if such financing were to be available, it may be expensive and/or dilutive to stockholders.

For more information on the factors that may impact our financial results, please see the Risk Factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2010, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and elsewhere in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We develop products in the U.S. and sell them worldwide. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Since the majority of our revenues are currently priced in U.S. dollars and are translated to local currency amounts, a strengthening of the dollar could make our products less competitive in foreign markets.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Management, under the supervision and with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness and design of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of ~~March~~June 3130, 2010. Based on that evaluation, our chief executive officer and our chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of ~~March~~June 3130, 2010.

~~Page~~ There 26were ofno 34changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 31 of 35

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various other legal proceedings arising in the normal course of business. In the opinion of management, the ultimate resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

We face numerous challenges in implementing a field ~~initiative~~corrective action plan to address the component issue that led to our AED ship-hold in late June 2009 and our business, financial position and results of operations may be negatively impacted by the costs and other commitments needed to carry out the ~~initiative~~plan.

In late June 2009, we voluntarily ceased shipments of certain of our AED products due to two instances we became aware of involving the failure of our AEDs to deliver therapy, apparently as a consequence of a malfunction of one of the components used in the manufacture of the affected AED. On August 10, 2009, we resumed production and shipments of the affected AED products after implementing a more stringent process to test for defects in the component at issue. As a result of a thorough review and analysis performed during the third quarter of 2009, we determined that the component at issue has the potential to fail and that routine self-tests performed by the AED may not detect a malfunctioning component. We also determined that approximately 300,000 AEDs shipped between June 2003 and June 2009 are potentially impacted by the component issue. Although we determined that the probability that an AED would fail to deliver therapy as a result of a malfunction of the component issue was low, we decided to implement a field corrective action to enhance the reliability of the affected AED units in the field. We publicly announced our proposed corrective action to address this component issue in November 2009 through a field software update. In July 2010, we further announced our plans to also repair or replace approximately 24,000 high risk and/or frequently used AEDs with first responders and medical facilities in the United States, which are included in this overall population of AEDs.

Our proposed voluntary corrective action is subject to numerous risks and uncertainties, including the following:

• since we have nolimited history and experience designing and carrying out a field initiative or other corrective action plan of the magnitude under contemplation, we are likely to encounter challenges that could cause a delay in the implementation of the field initiative or negatively impact its effectiveness; • the actual costs to implement the proposed field initiative could exceed the $29.5 million estimate taken as a charge of $18.5 million in the third quarter of 2009 and an additional $11.0 million charge in the second quarter of 2010. Actual costs could vary due to a variety of factors, including the outcome of discussions or negotiations with applicable regulatory bodies in geographies outside the United States, the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes we employ to address the issues, the customer response rate in implementing the corrective action plans, the level of required follow up with customers, the extent to which we rely on third party assistance to carry out the corrective actions, the extent to which AED units recovered from affected customers can be repaired and used as replacement units for other customers, and the length of time and other resources required to complete the corrective actions, among others • implementation of the proposed field initiative, as well as attendant publicity, may create a negative perception of our AED products in the market, leading to a decline in sales that could materially adversely impact our financial position and results of operations; • we will need to devote technical, management, logistics and other resources to the implementation of the proposed field initiative, which could detract from our ability to operate our core business and hinder our ability to carry out initiatives relating to new products or product enhancements; • despite implementation of the field initiative, some devices may still fail at a time when they are being used to deliver therapy, which could lead to product liability claims against us that, if successful, could adversely impact our financial position and results of operations or negatively impact the market’s perception of our products; and • the plan, including the expanded scope announced in July 2010, will require the expenditure of significant amounts of cash which, in combination with expected operating losses during 2010, may negatively impact our liquidity or at least constrain our ability to pursue strategic initiatives such as acquisitions, new product development, or other growth initiatives.

•Page ~~the~~32 ~~actual costs to implement the proposed field initiative could exceed the $18.5 million estimate taken as a charge in the third quarter~~ of 2009 due to a variety of factors, including the number of impacted devices, the customer and geographical segments related to the impacted devices, the logistical processes we employ to carry out any field upgrades involved in the initiative, the customer response rate in implementing any field upgrades involved in the process and the level of required follow up with customers, the extent to which we may rely on third parties to carry out the field initiative and associated costs, and the length of time and other resources required to complete the field initiative;35

• implementation of the proposed field initiative, as well as attendant publicity, may create a negative perception of our AED products in the market, leading to a decline in sales that could materially adversely impact our financial position and results of operations;

• we will need to devote technical, management, logistics and other resources to the implementation of the proposed field initiative, which could detract from our ability to operate our core business and hinder our ability to carry out initiatives relating to new products or product enhancements;

• despite implementation of the field initiative, some devices may still fail at a time when they are being used to deliver therapy, which could lead to product liability claims against us that, if successful, could adversely impact our financial position and results of operations or negatively impact the market’s perception of our products; and

• the plan will require the expenditure of significant amounts of cash which, in combination with expected operating losses in 2010, may negatively impact our liquidity or at least constrain our ability to pursue strategic initiatives such as acquisitions, new product development, or other growth initiatives.

Page 27 of 34

Moreover, in February 2010, we received a warning letter from the FDA noting, among other things, that the proposed field corrective action is inadequate since it is intended to improve the products’ ability to detect the potential component problem, but is not designed to prevent component failure. The FDA letter also ~~asserts~~asserted other inadequacies, including our procedures relating to the evaluation, investigation and follow up of complaints, procedures to verify the effectiveness of corrective and preventative actions and procedures relating to certain design requirements. In ~~April~~July 2010, following discussions with the FDA, ~~published~~we ~~additional~~announced ~~information~~our ~~regarding~~plans ~~this~~to ~~corrective~~repair or ~~action~~replace approximately 24,000 ~~further~~AEDs ~~clarifying~~used ~~the~~by ~~AED~~certain ~~models~~first ~~impacted~~responders byand medical facilities in the United ~~potential~~States. ~~component~~The ~~defect~~FDA ~~and~~also ~~provided further~~updated ~~guidance~~its topublic ~~users~~recommendation ofciting our ~~affected~~plan ~~AEDs.~~to ~~Additionally,~~repair ~~the~~or ~~FDA~~replace these ~~noted~~AEDs and that ~~our~~all ~~software update~~other ~~addresses~~customers ~~“some,~~should ~~but~~follow ~~not~~our ~~all~~plans ~~electrical~~to address the potential component defects through installation of a software update to the AED.” We ~~are~~believe inthis ~~ongoing discussions~~addressed all remaining matters with the FDA ~~regarding~~related ~~these~~to ~~issues~~our plans to address the potential component defects associated with our AEDs which was announced in November 2009. IfHowever, we are ~~unable~~still toaddressing ~~correct~~ the remaining ~~inadequacies~~matters ~~asserted~~identified inby the FDA’s in its warning letter orfrom ~~otherwise~~February 2010. If we are unable to satisfy the FDA’s concerns regarding these matters, we may be subject to regulatory action by ~~the~~ the FDA, including seizure, injunction and/or civil monetary penalties. Any such actions could significantly disrupt our ongoing business and operations and have a material adverse effect on our financial position and operating results.

Our cash and cash equivalents may not be sufficient to fund future operations and we may not be able to secure additional sources of financing or obtain financing on acceptable terms.

Our cash and cash equivalents as of ~~March~~June 3130, 2010, totaled $2110.09 million. We expect to ~~incur~~ incur operating losses in 2010 and to use cash in operations. Additionally, we have ~~recently initiated~~ two ~~voluntary~~ongoing voluntary corrective actions relating to our AED products, the costs of which have been estimated at $2132.0 million in the aggregate, of which $1321.5 million remains as an accrued liability as of ~~March 31~~June 30, 2010. We expect to spend a significant portion of the remaining accrued costs associated with ~~these~~ these corrective actions ~~during~~by ~~2010~~the end of 2011 which will negatively impact our cash position for the rest of 2010 and during 2011. We believe our existing cash and cash equivalents will be sufficient to fund our anticipated operating losses, meet working capital requirements and fund anticipated capital expenditures needs and other obligations, including the remaining estimated costs of the ongoing corrective actions, through at least ~~March 31,~~the ~~2010~~next twelve months.

However, we cannot be certain our cash and cash equivalents, together with borrowings under our recently amended line of credit with Silicon Valley Bank, will be sufficient to meet our operating needs inthrough ~~2010~~2011 as we may be affected by economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. Accordingly, we may be required to reduce costs, which could adversely impact our forecasts for revenue growth in future periods which in turn could also adversely impact our forecasts for cash and cash equivalents throughout the year. In addition, we may be forced to borrow from our available line of credit or may need to seek additional or alternative sources of financing. There can be no assurance that we would be able to obtain financing from alternative sources and, if such financing were to be available, it may be expensive and/or dilutive to stockholders.

~~Our previous $10.0 million line of credit agreement with Silicon Valley Bank expired on March 31, 2010.~~ On ~~April~~July 2716, 2010, we ~~entered~~amended ~~into~~our aexisting ~~new~~ line of credit agreement with Silicon Valley ~~Bank~~ Bank which now provides up to $515.0 million of revolving credit. ~~This new agreement expires in April 2011.~~ Our ability to borrow under this agreement is based largely on our ~~“eligible” domestic~~ accounts receivable outstanding at the time of borrowing, and, to a lesser extent, on our inventory holdings. Interest on borrowings, if any, will ~~vary~~be ~~depending~~based on ~~whether~~the Wall weStreet ~~are~~Journal ~~operating~~Prime ~~with positive~~rate orplus ~~negative~~2.5%. ~~Adjusted~~This ~~EBITDA~~new ~~and~~agreement ~~will~~expires bein ~~based~~July 2011 onand ~~the~~all ~~Wall~~amounts outstanding ~~Street~~under ~~Journal~~this ~~Prime~~facility ~~rate~~will ~~plus 1.0%~~be todue ~~1.75%~~and orpayable ~~LIBOR~~at ~~plus~~that 3time.~~75%~~ ~~to 4.25%.~~ We ~~granted~~may ~~Silicon~~be ~~Valley~~unable ~~Bank~~to ~~a first priority~~extend ~~security~~this ~~interest~~facility inwhen ~~substantially~~it ~~all~~expires ofor ~~our~~refinance ~~current~~amounts ~~assets~~outstanding toat ~~secure~~maturity, ~~our~~which ~~obligations~~could ~~under~~have ~~the~~a ~~line~~material ofadverse ~~credit~~effect on our liquidity.

~~Changes~~ With the exception of the risk factors above, there have been no new risk factors or updates to risk factors that we are aware of from the risk factors set forth in ~~tax~~Part I, ~~laws~~Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange ~~unanticipated~~Commission ~~tax~~(“SEC”) ~~liabilities~~on ~~could~~March 15, ~~adversely~~2010 ~~affect~~and in Part II, Item 1A in our ~~effective~~Quarterly Report on ~~income~~Form ~~tax~~10-Q ~~rate~~for ~~and~~the ~~profitability~~quarter ended March 31, 2010 filed with the SEC on May 7, 2010.

President Obama’s administration has announced several proposals to reform U.S. tax laws that would, among other things, defer tax deductions for interest expense allocable to non-U.S. income until non-U.S. earnings are repatriated to the United States and further limit foreign tax credits. Proposals also include treating as Subpart F income subject to current taxation certain excessive returns from transfers of intangible assets by a U.S. person to a related controlled foreign corporation. These proposals, if passed, would be effective for tax years beginning after December 31, 2010. It is unclear whether these proposed tax reforms will be enacted into law, or, if enacted, what the scope of the reforms will be. If any of these or similar proposals are enacted into law, they may have a material adverse impact on our business, financial position and results of operations.

With the exception of the risk factors above, there have been no new risk factors or updates to risk factors that we are aware of from the risk factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 15, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Page 28 of 34

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

Page 33 of 35

Item 5. Other Information

None.

Item 6. Exhibits

No.		Description	~~Description~~
	10.1		Second Amended and Restated Loan and Security Agreement dated as of April 27, 2010 among Silicon Valley Bank and Cardiac Science Corporation (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
	31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
	31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of 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 Chief Financial 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1		Third Amended and Restated Loan and Security Agreement dated as of July 16, 2010 between Silicon Valley Bank and Cardiac Science Corporation. (1)
10.2		Loan and Security Agreement (EX IM Loan Facility) dated as of July 16, 2010 between Silicon Valley Bank and Cardiac Science Corporation. (1)
10.3		Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement dated as of July 16, 2010 entered into by Cardiac Science Corporation in favor of the Export-Import Bank of the United States and Silicon Valley bank. (1)
10.4		Form of Executive Incentive Plan dated as of June 1, 2010

(1) Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-51512) filed ~~April~~on 30July 19, 2010.

Page 2934 of 3435

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CARDIAC SCIENCE CORPORATION
	By:	/s/ Michael K. Matysik
		Michael K. Matysik
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~May 7~~ August 6, 2010

Page 3035 of 3435

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Filing Compare · Cardiac Science CORP