##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June
    30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-06516
      Datascope Corp.
 (Exact name of registrant as
    specified in its charter)
  Delaware

13-2529596(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)14 Philips Parkway
    Montvale, New Jersey

07645(Zip Code)(Address of principal executive
    offices)   (201) 391-8100
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to section 12(g) of the
    Act:
  Title of Each Class
   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



DATASCOPE
    CORP.
  FORM 10-K
  TABLE OF
    CONTENTS
  Form 10-KItem No.

Name of Item

PagePART IItem 1.


Business


1Item 1A.


Risk
    Factors


16Item 1B.


Unresolved Staff
    Comments


20Item 2.


Properties


20Item 3.


Legal
    Proceedings


20Item 4.


Submission of
    Matters to a Vote of Security Holders


21Item 4A.


Executive Officers
    of the Company


21PART IIItem 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


22Item 6.


Selected Financial
    Data


24Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


25Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


41Item 8.


Financial
    Statements and Supplementary Data


42Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


42Item 9A.


Controls and
    Procedures


42Item 9B.


Other
    Information


45PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


45Item 11.


Executive
    Compensation


45Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


45Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


46Item 14.


Principal
    Accountant Fees and Services


46PART IVItem 15.


Exhibits and
    Financial Statement Schedules


46EX-21.1: SUBSIDIARIES OF THE COMPANYEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION   i




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##### Table of Contents



PART I
  This Report on
    Form 10-K
    contains statements that constitute forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933, as amended, and Section 21E of the
    Securities Exchange Act of 1934, as amended, which generally can
    be identified by the use of forward-looking terminology such as
    may, expect, estimate,
    anticipate, believe, target,
    plan, project or continue or
    the negatives thereof or other variations thereon or similar
    terminology. These statements appear in a number of places in
    this Report on
    Form 10-K
    and include statements regarding our intent, belief or current
    expectations that relate to, among other things, trends
    affecting our financial condition or results of operations and
    our business and strategies. We may make additional written or
    oral forward-looking statements from time to time in filings
    with the Securities and Exchange Commission or otherwise.
    Forward-looking statements speak only as of the date the
    statement is made. Readers are cautioned that these
    forward-looking statements are not a guarantee of future
    performance and involve risks and uncertainties, and that actual
    results may differ materially from those projected in the
    forward-looking statements as a result of many important
    factors. Many of these important factors cannot be predicted or
    quantified and are outside of our control, including competitive
    factors, changes in government regulation and our ability to
    introduce new products. The accompanying information contained
    in this Report on
    Form 10-K,
    including, without limitation, the information set forth below
    under Item 1 regarding the description of our business,
    under Item 1A, Risk Factors and under Item 7
    concerning Managements Discussion and Analysis of
    Financial Condition and Results of Operations, identifies
    additional important factors that could cause these differences.
    We do not undertake to publicly update or revise our
    forward-looking statements even if experience or future changes
    make it clear that any projected results expressed or implied in
    this Report on
    Form 10-K
    will not be realized. All subsequent written and oral
    forward-looking statements attributable to us or persons acting
    for or on our behalf are expressly qualified in their entirety
    by this section.
  Item 1.
    Business  Overview
  Assist/Monitoring Interventional/Vascular Assist/Monitoring
  tm Assist/Monitoring
    ®
 1




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##### Table of Contents



® On-Site tm ® tm tm
  tm
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, http://www.sec.gov http://www.datascope.com.
    Form 10-K.
  Glossary
    Angioplasty
  Balloon Angioplasty
  French (Fr.)
 2




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##### Table of Contents



Hemostasis
  Manual Compression
  Mechanical Thrombectomy
  Percutaneously
  Stenting
  Vascular Access
  Major
    Product Lines
    Fiscal Year Ended June 30,2007


2006


2005Cardiac Assist


46
%


43
%


39
%Patient Monitoring


41
%


43
%


43
%Vascular Products


9
%


8
%


10
%Interventional Products


4
%


6
%


8
%     Cardiac
    Assist
      Counterpulsation
    Products
     3




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##### Table of Contents



Intra-Aortic
    Balloon Pumps (IABPs)
  CS300 tm
  ® tm start-up
  CS100
  tm
  System
    98XT
  ®
  Significant
    Developments
    
    CS300 pump sales began in March 2007 to the U.S. and
    European markets
    CS100 approval to distribute in Japan received in August 2004
    CS100 United States and European market introduction in August
    2003  Intra-Aortic
    Balloon Catheters (IABs)
    Sensation
    7 Fr.
  tm
  Linear tm 7.5 Fr.
   4




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##### Table of Contents



Fidelity®
      ® 1
  Clinical
    Support
    
    Telemedicine via our PC-IABP products which offers remote pump
    monitoring, allowing the healthcare provider continuous access
    and instantaneous troubleshooting from highly trained
    technicians.
    24 hour, 7 day clinical support.
    On-site
    training and education for all personnel involved with patient
    care; over 30,000 clinicians are trained by our clinical staff
    annually.
    Comprehensive educational materials for hospital staff, patient
    and family.
    Consultative services to help hospitals maximize the goals of
    counterpulsation therapy within the hospital network.
    The
    Benchmark®
    Registry  a comprehensive registry database to assist
    hospitals worldwide in tracking and comparing outcomes of
    counterpulsation therapy administered to their patients. This
    enables our customers to demonstrate and measure the clinical
    benefits of the therapy. We believe that we are the only
    supplier offering a comprehensive, centralized repository of
    global IABP information.  Endoscopic
    Vessel Harvesting
        ClearGlide Optical Vessel Dissector
    1
 5




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##### Table of Contents



ClearGlide Ultra Retractor
  ClearGlide Precision Bipolar Device
  ClearGlide Radial Artery Kit ® ®
  Markets, Sales and Competition.
    Patient
    Monitoring
  tm
  ® ® tm ® ®
   6




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##### Table of Contents



Patient
    Monitors
  ® tm ® tm tm
  tm breath-by-breath
    tm
  2
       7




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##### Table of Contents



® 2 ® 3 ® 3
  breath-by-breath
  Central
    Monitoring Systems
  Panorama
    Patient Monitoring Network
  and/or 2 2
      Anesthesia
    Delivery Systems
    Anestar
    Plus Anesthesia Delivery System
        2
 3
 8




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##### Table of Contents



Anestar S
    Anesthesia Delivery System
      Significant
    Developments
    
    AccuNet began shipping in March 2007
    Spectrum OR received FDA clearance to market BIS level of
    consciousness monitoring in February 2007
    Gas Module SE received FDA clearance to market Spirometry in
    November 2006
    Panorama Gateway was launched in September 2006
    Panorama ViewStation sales began in the first quarter of fiscal
    2006  Markets, Sales and Competition.
    Vascular
    Products
    Vascular
    Grafts and Patches
    ®
  ®
 9




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##### Table of Contents



Vascular
    Stent Products
        Peripheral
    Stents
  4
          Balloon
    Catheters
      4
 10




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##### Table of Contents



Stent
    Grafts
  VI Aorto UniFemoral StentGraft
  VI Extender Cuff
  Significant
    Developments
    
    In January 2007, we purchased a five-year license from the Sorin
    Group of Milan, Italy, for exclusive worldwide distribution
    rights to Sorins peripheral vascular stent products,
    excluding the United States and Japan.
    InterGard Thoracic Aortic Root Graft was introduced in Europe in
    May 2006.
    Effective February 2006, InterVascular became the exclusive
    distributor of Vascular Innovations Stent Grafts (AUF and
    Extender Cuff), in all worldwide markets exclusive of Japan and
    the United States.
    HemaPatch Silver was introduced in Europe in March 2004.
    HemaCarotid Patch Heparin was introduced in Europe in March 2004.  Markets, Sales and Competition.
          Interventional
    Products
  On-Site
 11




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##### Table of Contents



Vascular
    Closure Products
    Collagen-Based
    Products
  tm
  ® ® On-Site.
  Markets, Sales and Competition. On-Site, On-Site On-Site
  Manual
    Compression Assist Product
  and/or
   12




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##### Table of Contents



Advantages
    of Safeguard
  
    Assists in obtaining and maintaining hemostasis during patient
    recovery and maximizes valuable staff resources.
    Reduces active compression time in femoral artery cannulation
    following diagnostic and interventional procedures.
    Innovative design makes Safeguard easy to apply and simple to
    use.
    Provides direct visualization of the site and allows for
    immediate pressure adjustments.
    Enhanced patient comfort: Safeguard is flexible and conformable;
    it does not restrict patient mobility and no ancillary equipment
    or straps are required.  Significant
    Developments  Safeguard
    
    Safeguard device received FDA 510(k) clearance to claim reduced
    active (manual) compression time needed to stop bleeding
    following femoral arterial catheterization in diagnostic and
    interventional procedures in March 2007.
    Safeguard 12cm received the CE Mark in June 2005.
    Determined to be a Class I, exempt product within the FDA
    regulations.
    Safeguard 24cm received the CE Mark in October 2003.  Markets, Sales and Competition.
    Suture-Based
    Product
    Markets, Sales and Competition.
  Interventional
    Radiology
    Markets, Sales and Competition.
 13




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##### Table of Contents



Life
    Science Research Products
  ®
      Research
    and Development (R&D)
    Marketing
        Competition
   14




---



##### Table of Contents



Seasonality
    Suppliers
    Intellectual
    Property
    Employees
    Orders
    Backlog
    Regulation
   15




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##### Table of Contents



non-U.S. distributors
        Item 1A.
    Risk
    Factors  Form 10-K,
  Our
    markets are highly competitive and we face rapid technological
    changes in the medical device industry, which may impact the
    growth of our business.
  start-up
 16




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##### Table of Contents



Our
    future growth is dependent upon the development of new products,
    which requires significant research and development, clinical
    trials and regulatory approval, and therefore may not result in
    commercially viable products.
    Failure
    to successfully select, negotiate and integrate acquired
    technologies, products or businesses could adversely affect our
    business.
      
    our ability to identify suitable opportunities for acquisition
    or investment
    our ability to finance any future acquisition or investment on
    terms acceptable to us
    litigation related to acquired technologies
    our ability to integrate the acquired business or technology
    successfully with our existing business
    the presence or absence of adequate internal controls
    and/or
    significant fraud in the financial systems of acquired companies
    adverse developments arising out of investigations by
    governmental entities of the business practices of acquired
    companies
    any decrease in customer loyalty and product orders caused by
    dissatisfaction with our combined product lines and sales and
    marketing practices, including price increases    We are
    subject to widespread government regulation which may delay the
    approval of our products or result in the recall of previously
    approved products.
   17




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##### Table of Contents




    take a significant period of time
    require the expenditure of substantial resources
    involve rigorous pre-clinical and clinical testing
    require changes to the products
    result in limitations on the indicated uses of the products      Cost
    containment pressures and legislative or regulatory reforms may
    decrease the demand for our products and the prices that
    customers are willing to pay for our products.
    Since
    we derive a significant portion of our revenues from
    international operations, changes in international economic or
    regulatory conditions could have a material impact on the
    results of our operations.
   18




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##### Table of Contents



Reduction
    or interruption in supply of components and materials used to
    manufacture our products, resulting from events such as damage
    to any of our manufacturing facilities or the loss of any of our
    sole-source suppliers, and the inability to develop alternative
    sources of supply, could impair our ability to meet sales demand
    and adversely affect our manufacturing operations and related
    product sales.
    A loss
    of key personnel or our inability to attract and retain
    additional personnel may adversely affect our
    business.
    If we
    are unable to protect our intellectual property successfully our
    business could be adversely affected.
   19




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##### Table of Contents



Pending
    and future litigation and any resulting settlement awards may be
    costly and impact our ability to obtain cost-effective
    third-party insurance coverage in the future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Ownership orGeneral Character

ExpirationLocation

and Use of Property

Date of LeaseFairfield, New Jersey

75,000 sq. feet, used for Cardiac
    Assist headquarters, manufacturing and R&D of intra-aortic
    balloons, R&D of endoscopic vessel harvesting products

OwnedHatfield, Pennsylvania

15,000 sq. feet, used for
    Genisphere manufacturing, R&D and warehousing

Leased (until 6/30/11)Hoevelaken, the Netherlands

12,700 sq. feet, used for
    administrative offices and the European central warehouse

OwnedLa Ciotat, France

30,000 sq. feet, used by
    InterVascular for manufacturing, R&D, warehousing of
    vascular grafts and administrative offices

OwnedMahwah, New Jersey

130,000 sq. feet, used for Patient
    Monitoring and Technology Services headquarters and the
    manufacturing, R&D and warehousing of patient monitoring
    products and cardiac assist pumps

OwnedMahwah, New Jersey

90,000 sq. feet, used for
    Interventional Products facility and manufacturing, warehousing,
    R&D, distribution of interventional products and
    warehousing, packaging and distribution of cardiac assist
    products

OwnedMontvale, New Jersey

38,000 sq. feet, used for
    corporate headquarters

Owned     Item 3.
    Legal
    Proceedings     20




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 4A.
    Executive
    Officers of the Company    Name

Age

Positions and Offices Presently HeldLawrence Saper


79


Chairman of the Board and Chief
    Executive OfficerFred Adelman


54


Vice President, Chief Accounting
    OfficerNicholas E. Barker


49


Vice President, Corporate DesignRobert O. Cathcart


47


Vice President; President,
    Interventional Products DivisionJames L. Cooper


56


Vice President, Human ResourcesDavid A. Gibson


38


Vice President; President, Patient
    Monitoring and Technology Services DivisionTimothy J. Krauskopf


46


Vice President, Regulatory and
    Clinical AffairsAntonino Laudani


48


Vice President; Group President,
    Cardiac Assist and InterVascular, Inc.Boris Leschinsky


42


Vice President, TechnologyHenry M. Scaramelli


54


Vice President, Finance and Chief
    Financial Officer  21




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##### Table of Contents



PART II
  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information
    Fiscal Year

High

Low

Dividends2006First Quarter

$
36.90


$
30.08


$
0.07Second Quarter


37.72



28.10



1.07
(a)Third Quarter


39.99



32.41



0.07Fourth Quarter


40.50



28.81



0.072007First Quarter

$
35.83


$
29.23


$
1.07
(b)Second Quarter


37.23



32.49



0.10Third Quarter


37.98



33.85



0.10Fourth Quarter


39.06



34.98



0.10     (a)
    
    In fiscal 2006, the Company declared a special dividend of $1.00
    per share, or $14.9 million, which was paid on
    January 18, 2006 to holders of record on December 27,
    2005.(b)
    
    In fiscal 2007, the Company declared a special dividend of $1.00
    per share, or $15.3 million, which was paid on
    October 6, 2006 to holders of record on September 28,
    2006.   22




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##### Table of Contents



Performance
    Graph
    
  Dividend
    Policy
    Recent
    Sales of Unregistered Securities
    Issuer
    Purchases of Equity Securities
   Total Number of


Maximum Dollar ValueTotal Number


Average


Shares Purchased


of Shares That May Yetof Shares


Price Paid


as Part of Publicly


be Purchased UnderFiscal Period

Purchased


per Share


Announced Programs


the Programs ($000s)4/01/07  4/30/07





$







$
42,9635/01/07  5/31/07













$
42,9636/01/07  6/30/07













$
42,963Total Fourth Quarter





$







$
42,963    23




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##### Table of Contents



Item 6.
    Selected
    Financial Data    SELECTED
    FINANCIAL INFORMATION
  Earnings
    Statement Data:
 Year Ended June 30,2007


2006


2005


2004


2003(In thousands, except per share data)Net sales

$
378,800


$
373,000


$
352,700


$
343,300


$
328,300Cost of sales


167,408



164,046



147,578



140,576



138,153Gross profit


211,392



208,954



205,122



202,724



190,147Research and development


34,785



37,306



36,214



32,465



29,034Selling, general and administrative


142,396



143,116



141,593



137,540



130,987Other items(a)


12,818



(810
)


8,074







(3,028
)189,999



179,612



185,881



170,005



156,993Operating earnings


21,393



29,342



19,241



32,719



33,154Other (income) expense:Interest income


(2,481
)


(2,242
)


(2,231
)


(1,822
)


(1,607
)Interest expense


115



298



304



26



25Dividend income(b)


(196
)


(4,523
)










Other, net


(648
)


1,319



514



361



234(3,210
)


(5,148
)


(1,413
)


(1,435
)


(1,348
)Earnings before income taxes


24,603



34,490



20,654



34,154



34,502Income taxes


7,138



8,647



6,008



10,246



11,203Net earnings

$
17,465


$
25,843


$
14,646


$
23,908


$
23,299Earnings per share, basic

$
1.15


$
1.73


$
0.99


$
1.62


$
1.58Earnings per share, diluted

$
1.14


$
1.69


$
0.97


$
1.58


$
1.57Cash dividends declared per
    share(c)

$
1.37


$
1.28


$
2.28


$
0.35


$
0.20   Balance
    Sheet Data:
 As of June 30,2007


2006


2005


2004


2003(In thousands)Total assets

$
376,156


$
375,680


$
357,082


$
368,335


$
338,832Working capital


147,318



157,547



128,960



119,868



131,374Stockholders equity


293,087



293,738



265,865



292,570



271,675Cash dividends declared(c)


20,883



19,112



33,765



5,177



2,957     (a)
    
    Other items include: special items of $12.8 million in
    fiscal 2007 comprised of: $5.0 million for the IP business
    exit plan, $6.0 million for the workforce reductions in
    Patient Monitoring, Genisphere, Corporate and the European sales
    organization, Genisphere goodwill impairment of
    $2.3 million and ethics line inquiry expenses of
    $1.7 million, offset partially by the gain on sale of
    ProGuide assets of $2.2 million; gain on sale of realty in
    fiscal 2006; special charges in fiscal 2005 related to
    write-downs of investments in two medical technology companies,
    discontinued development projects and severance charges; and
    gain on legal settlement in fiscal 2003.(b)
    
    Dividend income in fiscal 2007 and 2006 was related to a special
    dividend from a preferred stock investment.(c)
    
    In fiscal 2007, the Company declared a special dividend of $1.00
    per share, or $15.3 million, paid on October 6, 2006
    to stockholders of record as of September 28, 2006. In
    fiscal 2006, the Company declared a special dividend of $1.00
    per share, or $14.9 million, which was paid on
    January 18, 2006 to holders of record on December 27,
    2005. In fiscal 2005, the Company declared a special dividend of
    $2.00 per share, or $29.6 million, which was paid on
    October 8, 2004 to holders of record on September 30,
    2004. In fiscal 2004, the Company declared a special dividend of
    $0.15 per share, or $2.2 million, which was paid on
    October 1, 2003 to holders of record on September 2,
    2003. 24




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  Assist/Monitoring Interventional/Vascular Assist/Monitoring
      tm
    ®
  ® On-Site tm ® tm tm
 25




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##### Table of Contents



tm
      Results
    of Operations
  Financial
    Summary
    Year Ended June 30,2007


2006


2005(Dollars in millions, except per share data)Net Earnings

$
17.5


$
25.8


$
14.6Earnings per share, diluted

$
1.14


$
1.69


$
0.97   Assist/Monitoring
   26




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##### Table of Contents



Comparison
    of Results  Fiscal 2007 vs. Fiscal 2006
  Net
    Sales (Sales)
    Sales by Product LineYear Ended June 30,2007


2006


2005(Dollars in millions)Cardiac
    Assist/Monitoring
    Products SegmentCardiac Assist

$
173.2


$
160.2


$
139.1% change from prior year


8
%


15
%


7
%% of total sales


46
%


43
%


39
%Patient Monitoring

$
156.5


$
159.4


$
149.5% change from prior year


(2
)%


7
%


4
%% of total sales


41
%


43
%


43
%Interventional/Vascular
    Products SegmentInterventional

$
15.2


$
22.5


$
27.9% change from prior year


(32
)%


(19
)%


(25
)%% of total sales


4
%


6
%


8
%Vascular

$
32.7


$
29.3


$
34.6% change from prior year


12
%


(15
)%


12
%% of total sales


9
%


8
%


10
%Corporate and OtherGenisphere

$
1.2


$
1.6


$
1.6% change from prior year


(25
)%






% of total sales










Total sales

$
378.8


$
373.0


$
352.7% change from prior year


2
%


6
%


3
%       Assist/Monitoring
  Cardiac
    Assist
    tm
 27




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##### Table of Contents



tm
  Patient
    Monitoring
  tm
  ®
  Interventional/Vascular
  Interventional
    Products
    On-Site
      On-Site
 28




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##### Table of Contents



Vascular
    Products
        Genisphere
    Costs
    and Expenses
  Gross
    Profit (Net Sales Less Cost of Sales)
  Assist/Monitoring Interventional/Vascular Assist/Monitoring
  Research
    and Development (R&D)
      Assist/Monitoring
 29




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##### Table of Contents



Interventional/Vascular
    Selling,
    General and Administrative (SG&A)
  Assist/Monitoring
  Assist/Monitoring
  Interventional/Vascular
      Special
    Items
  Fiscal
    2007
  Interventional
    Products (IP) Division Exit Plan
  On-Site
  On-Site,
 30




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##### Table of Contents



Gain on
    Sale of ProGuide Assets
    Workforce
    Reductions in the Patient Monitoring Division, the European
    Sales Organization, Corporate and Genisphere
          Genisphere
    Goodwill Impairment
    Inquiry
    Expenses
   31




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##### Table of Contents



8-K
  Assist/Monitoring Interventional/Vascular
  Fiscal
    2006
    X-Site Interventional/Vascular
    Interest
    Income
    Dividend
    Income
      Other,
    Net
    Income
    Taxes
   32




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##### Table of Contents



Net
    Earnings
    Comparison
    of Results  Fiscal 2006 vs. Fiscal 2005
  Sales
      Assist/Monitoring
  Cardiac
    Assist
  ® tm
    Patient
    Monitoring
    Interventional/Vascular
 33




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##### Table of Contents



Interventional
    Products
  On-Site,
  On-Site On-Site On-Site
    Vascular
    Grafts
    Genisphere
    Costs
    and Expenses
  Gross
    Profit (Net Sales Less Cost of Sales)
  Assist/Monitoring
  Research
    and Development (R&D)
    Assist/Monitoring
 34




---



##### Table of Contents



Interventional/Vascular Interventional/Vascular
    Selling,
    General and Administrative (SG&A)
    Assist/Monitoring
  Interventional/Vascular Interventional/Vascular
      Special
    Items
  Interventional/Vascular
     35




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##### Table of Contents



Interest
    Income
    Dividend
    Income
    Other,
    Net
    Income
    Taxes
    Net
    Earnings
    Liquidity
    and Capital Resources
  Fiscal
    2007 vs. Fiscal 2006
         36




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##### Table of Contents



Subsequent Event 
  Fiscal
    2006 vs. Fiscal 2005
      build-up
   37




---



##### Table of Contents



Payments Due by PeriodLess Than


1-3


3-5


More ThanTotal


1 Year


Years


Years


5 Years(Dollars in millions)Operating lease obligations

$
9.0


$
3.7


$
4.5


$
0.7


$
0.1Purchase commitments(1)


34.3



34.3











Guaranteed milestone payments(2)


1.5



0.5



1.0







Total contractual obligations and
    other commitments

$
44.8


$
38.5


$
5.5


$
0.7


$
0.1     (1)
    
    These amounts include non-cancelable purchase commitments for
    inventory and capital expenditures that meet our projected
    requirements over the related terms and are in the normal course
    of business.(2)
    
    Represents guaranteed milestone payments under the X-Site
    purchase agreement.  Off-Balance
    Sheet Arrangements
    Information
    Concerning Forward Looking Statements
   38




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##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue Recognition 
  Allowance for Doubtful Accounts 
  Inventory Valuation  first-in,
  Income Taxes  and/or
  non-U.S. subsidiaries
 39




---



##### Table of Contents



Accounting for Contingencies Accounting for Income Taxes
  Pension Plan Actuarial Assumptions 
  Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for
    Income Taxes
  Fair Value
    Measurements
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans
 40




---



##### Table of Contents



Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  No. 06-10, Accounting for Deferred Compensation and Postretirement
    Benefits Aspects of Collateral Assignment Split-Dollar Life
    Insurance Arrangements Employers Accounting for Postretirement
    Benefits Other Than Pensions Omnibus Opinion
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk
   41




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
      Managements
    Report on Internal Control over Financial Reporting
    
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and 42




---



##### Table of Contents




    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Internal Control-Integrated Framework
      Changes
    in Internal Control over Financial Reporting
   43




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control-Integrated Framework
        Internal
    Control-Integrated Framework Internal Control-Integrated Framework
  Share-Based Payment Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements,
   
    44




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##### Table of Contents



Item 9B.
    Other
    Information    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to


Weighted-Average


Equity Compensationbe Issued Upon Exercise


Exercise Price of


Plans (Excludingof Outstanding Options,


Outstanding Options,


Securities Reflected inPlan Category

Warrants and Rights


Warrants and Rights


Column (a))(a)


(b)


(c)Equity compensation plans approved
    by security holders(1)Stock options


1,715,661


$
32.44



640,184Common stock(2)


3,908







1,196,092Equity compensation plans not
    approved by security holders(3)Stock options


25,500


$
34.17



Total


1,745,069







1,836,276     (1)
    
    See Note 9 to the Consolidated Financial Statements for a
    description of our stock-based plans.(2)
    
    We granted 3,908 shares of restricted stock to members of
    the Board of Directors in fiscal 2007 under the 2005 Equity
    Incentive Plan, pursuant to the Compensation Plan for
    Non-Employee Directors.(3)
    
    Includes grants of options to consultants to purchase up to
    5,500 shares of our Common Stock. These options have terms
    ranging from 5 to 10 years, with exercise prices ranging
    from $22.49 to $39.45. 45




---



##### Table of Contents



Item 13.  Certain
    Relationships and Related Transactions, and Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  (a) 1.
    Financial Statements
    PageReport of
    Independent Registered Public Accounting Firm


F-1Consolidated
    balance sheets  June 30, 2007 and
    2006


F-2Consolidated
    statements of earnings  Years ended
    June 30, 2007, 2006 and 2005


F-3Consolidated
    statements of stockholders equity  Years
    ended June 30, 2007, 2006 and 2005


F-4Consolidated
    statements of cash flows  Years ended
    June 30, 2007, 2006 and 2005


F-5Notes to
    consolidated financial statements


F-6 - F-372. Financial Statement
    SchedulesSchedule II  Valuation
    and Qualifying Accounts


S-1       ExhibitNo.

Document Description3
.1

Restated Certificate of
    Incorporation as filed with the Secretary of State of the State
    of Delaware on October 30, 1989, incorporated by reference
    as Exhibit 3.1 to the registrants Registration
    Statement on
    Form 8-B,
    filed with the Commission in January 1990 (the
    Form 8-B).3
.2

By-Laws, incorporated by reference
    to Exhibit 3.1 to Current Report on
    Form 8-K
    dated September 27, 2004.4
.1

Specimen of certificate of Common
    Stock, incorporated by reference to Exhibit 4.2 to the
    Form 8-B.4
.2

Form of Certificate of
    Designations of the Companys Series A Preferred
    Stock, incorporated by reference to Exhibit 2.2 to the
    Companys Registration Statement on
    Form 8-A,
    filed with the Commission on May 31, 1991 (the
    Form 8-A).4
.3

Form of Rights Agreement, dated as
    of May 22, 1991, between the Company and Continental Stock
    Transfer & Trust Company, incorporated by
    reference to Exhibit 2.1 to the
    Form 8-A.4
.4

Form of Amendment to Rights
    Agreement, dated May 24, 2000, between the Company and
    Continental Stock Transfer & Trust Company,
    incorporated by reference to Exhibit 2 to the
    Form 8-A/A,
    filed with the Commission on June 1, 2000.10
.1

Datascope Corp. 1981 Incentive
    Stock Option Plan, incorporated by reference to
    Exhibit 10.2.1 to the
    Form 8-B. 46




---



##### Table of Contents



ExhibitNo.

Document Description10
.2

Datascope Corp. 1995 Stock Option
    Plan, as amended, incorporated by reference to Annex B to
    the Companys Proxy Statement on Schedule 14A filed by
    the Company on October 28, 2004.10
.3

Datascope Corp. 1997 Executive
    Bonus Plan, incorporated by reference to Exhibit 10.2 to
    Quarterly Report on
    Form 10-Q
    for the quarter ended December 31, 1997 (the 2Q 1997
    10-Q).10
.4

Datascope Corp. Annual Incentive
    Plan, incorporated by reference to Exhibit 10.3 to the 2Q
    1997 10-Q.10
.5

Datascope Corp. Amended and
    Restated Compensation Plan for Non-Employee Directors,
    incorporated by reference to Annex A to the Companys
    Proxy Statement on Schedule 14A filed by the Company on
    October 28, 2002.10
.6

Employment Agreement, dated
    July 1, 1996, by and between the Company and Lawrence
    Saper, incorporated by reference to Exhibit 10.8 to the
    Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 1997.10
.7

Split-Dollar Agreement, dated
    July 25, 1994, by and among the Company, Lawrence Saper and
    Carol Saper, Daniel Brodsky and Helen Nash, Trustees of the
    Saper Family 1994 Trust UTA. dtd. 6/28/94, incorporated by
    reference to Exhibit 10.15 to the Companys Annual
    Report on
    Form 10-K
    for fiscal year ended June 30, 1996 (the 1996
    10-K).10
.8

Modification Agreement, dated
    July 25, 1994, by and among the Company, Lawrence Saper and
    Carol Saper, Daniel Brodsky and Helen Nash, Trustees of the
    Saper Family 1994 Trust UTA. dtd. 6/28/94, incorporated by
    reference to Exhibit 10.16 to the 1996
    10-K.10
.9

Assignment, dated July 25,
    1994, by Carol Saper, Daniel Brodsky and Helen Nash, Trustees of
    the Saper Family 1994 Trust UTA. dtd. 6/28/94 of
    Metropolitan Life Insurance Company Insurance Policy
    No. 940 750 122UM in favor of the Company, incorporated by
    reference to Exhibit 10.17 to the 1996
    10-K.10
.10

Assignment made as of
    July 25, 1994 by Carol Saper, Daniel Brodsky and Helen
    Nash, Trustees of the Saper Family 1994 Trust UTA. dtd.
    6/28/94 of Security Mutual Life Insurance Company of New York
    Insurance Policy No. 11047711 in favor of Datascope Corp.,
    incorporated by reference to Exhibit 10.18 to the 1996
    10-K.10
.11

Stock Option Agreement between the
    Company and William E. Cohn, incorporated by reference to
    Exhibit 4.1 of the Registration Statement on
    Form S-8,
    filed with the Commission on June 20, 2000 (the
    June 20, 2000
    Form S-8).10
.12

Stock Option Agreement between the
    Company and Thor W. Nilsen, incorporated by reference to
    Exhibit 4.2 of the June 20, 2000
    Form S-8.10
.13

Stock Option Agreement between the
    Company and Robert Getts, Ph.D., incorporated by reference
    to Exhibit 4.3 of the June 20, 2000
    Form S-8.10
.14

Stock Option Agreement between the
    Company and Robert Getts, Ph.D., James Kadushin and
    William Ohley, Ph.D., incorporated by reference to
    Exhibit 4.4 of the June 20, 2000
    Form S-8.10
.15

Stock Option Agreement between the
    Company and Arno Nash and Alan Abramson, incorporated by
    reference to Exhibit 4.5 of the June 20, 2000
    Form S-8.10
.16

Stock Option Agreement between the
    Company and David Altschiller, incorporated by reference to
    Exhibit 4.7 of the June 20, 2000
    Form S-8.10
.17

Amendment to Employment Agreement,
    dated as of May 30, 2000, by and between Datascope Corp.
    and Lawrence Saper, incorporated by reference to
    Exhibit 10.22 of the Companys Annual Report on
    Form 10-K
    for fiscal year ended June 30, 2000.10
.18

Series G Preferred Stock
    Purchase Agreement, dated as of September 14, 2001, by and
    between Masimo Corporation and Datascope Corp., incorporated by
    reference to Exhibit 10.19 to the Companys Annual
    Report on
    Form 10-K
    for fiscal year ended June 30, 2002 (the 2002
    10-K).10
.19

Second Amendment to Employment
    Agreement, dated as of October 31, 2001, by and between
    Datascope Corp. and Lawrence Saper, incorporated by reference to
    Exhibit 10.20 of the 2002
    10-K.10
.20

Stock Option Agreement between the
    Company and William L. Asmundson, incorporated by reference to
    Exhibit 10.1 of the Registration Statement on
    Form S-8,
    filed with the Commission on December 19, 2001 (the
    December 19, 2001
    Form S-8). 47




---



##### Table of Contents



ExhibitNo.

Document Description10
.21

Stock Option Agreement between the
    Company and Jorgen K. Winther, incorporated by reference to
    Exhibit 10.2 of the December 19, 2001
    Form S-8.10
.22

Third Amendment to Employment
    Agreement, dated as of March 13, 2002, by and between
    Datascope Corp. and Lawrence Saper, incorporated by reference to
    Exhibit 10.23 of the 2002
    10-K.10
.23

Fourth Amendment to Employment
    Agreement, dated as of October 1, 2002, by and between
    Datascope Corp. and Lawrence Saper, incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on
    Form 10-K
    for fiscal year ended June 30, 2004 (the 2004
    10-K).10
.24

Stock Option Agreement between the
    Company and David Altschiller, dated February 25, 2003
    incorporated by reference to Exhibit 4.2 of the
    Registration Statement on
    Form S-8,
    filed with the Commission on May 30, 2003 (the
    May 30, 2003
    Form S-8).10
.25

Stock Option Agreement between the
    Company and Dr. Samuel Money, incorporated by reference to
    Exhibit 4.3 of the May 30, 2003
    Form S-8.10
.26

Stock Option Agreement between the
    Company and Leonard Gottlieb, dated May 20, 2003,
    incorporated by reference to Exhibit 10.23 to the 2004
    10-K.10
.27

Datascope Corp. 2004 Management
    Incentive Plan, incorporated by reference to Annex A to the
    Companys Proxy Statement on Schedule 14A filed by the
    Company on October 28, 2003.10
.28

Fifth Amendment to Employment
    Agreement, dated as of April 1, 2005, by and between
    Datascope Corp. and Lawrence Saper.21
.1*

Subsidiaries of the Company.23
.1*

Consent of Deloitte &
    Touche LLP.31
.1*

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)/15d-14(a).31
.2*

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)/15d-14(a).32
.1*

Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    Filed herewith. 48




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##### Table of Contents



SIGNATURES
    DATASCOPE CORP.
  By:
    /s/  Lawrence
    Saper          Signature

Title

Date/s/  Lawrence
    SaperLawrence
    Saper

Chairman of the Board and Chief
    Executive Officer (Principal Executive Officer)

September 12, 2007/s/  Henry
    M. ScaramelliHenry
    M. Scaramelli

Vice President, Finance and Chief
    Financial Officer (Principal Financial Officer)

September 12, 2007/s/  Fred
    AdelmanFred
    Adelman

Vice President, Chief Accounting
    Officer (Principal Accounting Officer)

September 12, 2007/s/  Alan
    B. AbramsonAlan
    B. Abramson

Director

September 12, 2007/s/  David
    AltschillerDavid
    Altschiller

Director

September 12, 2007/s/  William
    L. AsmundsonWilliam
    L. Asmundson

Director

September 12, 2007/s/  James
    J. LoughlinJames
    J. Loughlin

Director

September 12, 2007/s/  Robert
    E. KlatellRobert
    E. Klatell

Director

September 12, 2007/s/  William
    W. WymanWilliam
    W. Wyman

Director

September 12, 2007  49




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Share-Based Payment, Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  Internal Control 
    Integrated Framework
       F-1




---



##### Table of Contents



Datascope
    Corp. and Subsidiaries
  Consolidated
    Balance Sheets
 (In
    thousands, except per share amounts)
  June 30,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
15,780


$
9,479Short-term investments


23,681



43,147Accounts receivable less allowance
    for doubtful accounts of $2,603 and $2,301


85,553



78,133Inventories


59,455



58,759Prepaid income taxes


2,293



3,233Prepaid expenses and other current
    assets


11,167



13,907Current deferred taxes


7,238



6,522Total current assets


205,167



213,180Property, plant and equipment, net


82,812



85,460Long-term investments


14,346



22,297Intangible assets, net


26,074



20,465Goodwill


12,860



4,065Other assets


34,897



30,213$
376,156


$
375,680LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
18,386


$
20,071Accrued expenses


17,661



15,653Accrued compensation


17,422



16,234Deferred revenue


4,380



3,675Total current liabilities


57,849



55,633Other liabilities


25,220



26,309Commitments and contingencies
    (Note 12)Stockholders equity:Preferred stock, par value $1.00
    per share:Authorized 5,000 shares;
    Issued, none






Common stock, par value $0.01 per
    share:Authorized, 45,000 shares;
    Issued, 18,867 and 18,721 shares


189



187Additional paid-in capital


109,384



103,728Treasury stock at cost, 3,521 and
    3,465 shares


(107,037
)


(105,319
)Retained earnings


294,765



299,255Accumulated other comprehensive
    loss:Cumulative translation adjustments


1,899



(1,300
)Pension liability adjustments


(5,827
)


(2,437
)Unrealized loss on
    available-for-sale securities


(286
)


(376
)Total stockholders equity


293,087



293,738$
376,156


$
375,680    F-2




---



##### Table of Contents



Datascope
    Corp. and Subsidiaries
  Consolidated
    Statements of Earnings
 (In
    thousands, except per share amounts)
  Year Ended June 30,2007


2006


2005Net sales

$
378,800


$
373,000


$
352,700Cost of sales


167,408



164,046



147,578Gross profit


211,392



208,954



205,122Operating expenses:Research and development expenses


34,785



37,306



36,214Selling, general and
    administrative expenses


142,396



143,116



141,593Special items


12,818



(810
)


8,074189,999



179,612



185,881Operating earnings


21,393



29,342



19,241Other (income) expense:Interest income


(2,481
)


(2,242
)


(2,231
)Interest expense


115



298



304Dividend income


(196
)


(4,523
)


Other, net


(648
)


1,319



514(3,210
)


(5,148
)


(1,413
)Earnings before income taxes


24,603



34,490



20,654Income taxes


7,138



8,647



6,008Net earnings

$
17,465


$
25,843


$
14,646Earnings per share, basic

$
1.15


$
1.73


$
0.99Weighted average number of common
    shares outstanding, basic


15,244



14,974



14,795Earnings per share, diluted

$
1.14


$
1.69


$
0.97Weighted average number of common
    shares outstanding, diluted


15,387



15,296



15,124    F-3




---



##### Table of Contents



Datascope
    Corp. and Subsidiaries
  Consolidated
    Statements of Stockholders Equity
 (In
    thousands, except per share amounts)
  AccumulatedCommon Stock


Additional











Other Com-Par


Paid-in


Treasury Stock


Retained


prehensiveShares


Value


Capital


Shares


Cost


Earnings


Loss


TotalBalance, June 30, 2004


18,044


$
180


$
81,571



(3,254
)

$
(97,177
)

$
311,643


$
(3,647
)

$
292,570Net earnings






















14,646







14,646Minimum pension liability
    adjustments, net of tax of $4,754


























(6,884
)


(6,884
)Foreign currency translation


























(211
)


(211
)Unrealized gain on
    available-for-sale securities, net of tax of ($97)


























302



302Total comprehensive income






























7,853Common stock transactions


229



3



6,032



(17
)


(636
)










5,399Tax benefit relating to stock-based
    awards










1,806



















1,806Cancellation of treasury stock


(17
)






(636
)


17



636











Common stock repurchased














(206
)


(7,998
)










(7,998
)Cash dividends declared on common
    stock ($2.28 per share)






















(33,765
)






(33,765
)Balance, June 30, 2005


18,256



183



88,773



(3,460
)


(105,175
)


292,524



(10,440
)


265,865Net earnings






















25,843







25,843Minimum pension liability
    adjustments, net of tax of ($3,498)


























5,066



5,066Foreign currency translation


























1,413



1,413Unrealized loss on
    available-for-sale securities, net of tax of $98


























(152
)


(152
)Total comprehensive income






























32,170Common stock transactions


475



4



13,821



(24
)


(838
)










12,987Restricted stock awards


14



























Stock-based compensation










558



















558Tax benefit relating to stock-based
    awards










1,414



















1,414Cancellation of treasury stock


(24
)






(838
)


24



838











Common stock repurchased














(5
)


(144
)










(144
)Cash dividends declared on common
    stock ($1.28 per share)






















(19,112
)






(19,112
)Balance, June 30, 2006


18,721



187



103,728



(3,465
)


(105,319
)


299,255



(4,113
)


293,738Net earnings






















17,465







17,465Minimum pension liability
    adjustments, net of tax of ($1,164)


























1,686



1,686Foreign currency translation


























2,127



2,127Unrealized gain on
    available-for-sale securities, net of tax of ($47)


























90



90Total comprehensive income






























21,368Cumulative effect of
    SFAS No. 158 adoption, net of tax of $3,618


























(5,076
)


(5,076
)Cumulative effect of
    SAB No. 108 adoption






















(1,072
)


1,072



Common stock transactions


156



2



4,661



















4,663Restricted stock awards


4



























Stock-based compensation










695



















695Tax benefit relating to stock-based
    awards










300



















300Cancellation of restricted stock
    awards


(14
)


























Common stock repurchased














(56
)


(1,718
)










(1,718
)Cash dividends declared on common
    stock ($1.37 per share)






















(20,883
)






(20,883
)Balance, June 30, 2007


18,867


$
189


$
109,384



(3,521
)

$
(107,037
)

$
294,765


$
(4,214
)

$
293,087    F-4




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##### Table of Contents



Datascope
    Corp. and Subsidiaries
  Consolidated
    Statements of Cash Flows
 (Dollars
    in thousands)
  Year Ended June 30,2007


2006


2005Operating Activities:Net earnings

$
17,465


$
25,843


$
14,646Adjustments to reconcile net
    earnings to net cash provided by operating activities:Depreciation


15,209



15,162



15,089Amortization


6,279



5,371



4,508Provision for supplemental pension


1,284



1,164



1,082Provision for losses on accounts
    receivable


456



461



390Cash surrender value of officers
    life insurance


(248
)


(308
)


(340
)Gains on asset sales


(2,235
)


(810
)


Realized (gains) losses on sale of
    investments


(1,268
)


853



Stock-based compensation expense


695



558



Tax benefit of stock-based awards










1,806Excess tax benefits from
    stock-based compensation


(350
)


(1,406
)


Deferred income tax (benefit)
    expense


(199
)


320



(444
)Special charges asset write-offs


2,648



1,614



6,315Purchased in-process research and
    development


440







Changes in operating assets and
    liabilities, net of business acquisition:Accounts receivable


(4,892
)


(3,353
)


(4,132
)Inventories


(6,116
)


(11,084
)


(11,018
)Prepaid expenses and other assets


(2,263
)


(4,710
)


7,006Accounts payable


(2,800
)


627



1,888Accrued and other liabilities


2,102



(1,301
)


98Net cash provided by operating
    activities


26,207



29,001



36,894Investing Activities:Capital expenditures


(5,885
)


(6,255
)


(6,678
)Proceeds from asset sales


3,000



2,653



1,187Purchases of investments


(73,960
)


(72,010
)


(28,625
)Proceeds from investment maturities


70,035



30,596



20,962Proceeds from investment sales


32,103



28,065



20,901Capitalized software


(7,458
)


(4,059
)


(5,907
)Purchased technology and licenses


(2,157
)


(459
)


(2,843
)Business acquisition payment, net
    of cash acquired


(16,423
)






Other


(88
)


(88
)


(88
)Net cash used in investing
    activities


(833
)


(21,557
)


(1,091
)Financing Activities:Short-term borrowings






15,200



10,000Repayments of short-term borrowings






(19,200
)


(6,000
)Exercise of stock options


3,988



12,987



5,399Treasury shares acquired under
    repurchase programs


(1,718
)


(144
)


(7,998
)Excess tax benefits from
    stock-based compensation


350



1,406



Cash dividends paid


(20,389
)


(19,079
)


(33,468
)Guaranteed milestone payments


(500
)


(500
)


Net cash used in financing
    activities


(18,269
)


(9,330
)


(32,067
)Effect of exchange rates on cash


(804
)


(823
)


329Increase (decrease) in cash and
    cash equivalents


6,301



(2,709
)


4,065Cash and cash equivalents,
    beginning of year


9,479



12,188



8,123Cash and cash equivalents, end of
    year

$
15,780


$
9,479


$
12,188Supplemental Cash Flow
    InformationCash paid during the year for:Interest

$
41


$
246


$
204Income taxes paid

$
11,370


$
8,857


$
10,669Income taxes refunded

$
3,538


$
3,192


$
10,004Non-cash investing and financing
    activities:Net transfers of inventory to fixed
    assets for use as demonstration equipment

$
6,809


$
6,518


$
9,509Dividends declared, not paid

$
1,563


$
1,069


$
1,037Capitalized software and property,
    plant & equipment acquired, not paid

$
128


$
477


$
Cancellation of treasury stock

$



$
838


$
636Sale of land/escrow receivable

$



$



$
1,471Proceeds due from
    broker  common stock transactions

$
441


$



$
Issuance of deferred shares

$
234


$



$
    F-5




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands, except per share data)
  1.
    Summary
    of Significant Accounting Policies  Company
    Overview
    Principles
    of Consolidation
  our us we
  Use of
    Estimates
    Foreign
    Currency Translation
    Taxes
    on Income
  Accounting for Income Taxes
  Cash
    and Cash Equivalents
    Investments
   F-6




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Allowance
    for Doubtful Accounts
    Concentration
    of Credit Risk
    Inventories
  first-in,
  June 30,2007


2006Materials

$
20,189


$
24,408Work in process


11,253



12,582Finished goods


28,013



21,769$
59,455


$
58,759   Property,
    Plant and Equipment
   F-7




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2007


2006Land

$
9,248


$
9,248Buildings


57,061



56,013Machinery, furniture and equipment


116,787



110,673Leasehold improvements


476



454183,572



176,388Less accumulated depreciation and
    amortization


(100,760
)


(90,928
)$
82,812


$
85,460     Impairment
    of Long Lived Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
  Other
    Assets
  Capitalized
    Software Development Costs
  Accounting for the
    Costs of Computer Software to be Sold, Leased, or Otherwise
    Marketed
  Internal
    Use Capitalized Computer Software Costs
  98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
  Intangible
    Assets
   F-8




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    Revenue
    Recognition
    Earnings
    Per Share
  Earnings Per
    Share
  Stock-Based
    Compensation
  Share-Based Payment
 F-9




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock Issued to Employees
  Recently
    Adopted Accounting Pronouncements
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  Recent
    Accounting Pronouncements, Not Required to be Adopted as of June
    30, 2007
  Accounting for Uncertainty in Income Taxes Accounting for
    Income Taxes.
 F-10




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  No. 06-10, Accounting for Deferred Compensation and Postretirement
    Benefits Aspects of Collateral Assignment Split-Dollar Life
    Insurance Arrangements Employers Accounting for Postretirement
    Benefits Other Than Pensions Omnibus Opinion
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  2.
    Financial
    Instruments and Investments    Accounting for Certain
    Investments in Debt and Equity Securities
   F-11




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gross UnrealizedCost


Gains


Losses


Fair ValueShort TermU.S. Treasury Securities

$
23,942


$
2


$
263


$
23,681Long TermU.S. Treasury Securities

$
6,105


$



$
201


$
5,904AAA  Rated Corporate
    Notes


2,062



26







2,088Preferred Stock


5,000











5,000Call Option


1,354











1,354Long-term total

$
14,521


$
26


$
201


$
14,346Totals

$
38,463


$
28


$
464


$
38,027         Gross UnrealizedCost


Gains


Losses


Fair ValueShort TermU.S. Treasury Securities

$
43,141


$
9


$
3


$
43,147Long TermU.S. Treasury Securities

$
15,818


$
21


$
635


$
15,204AAA  Rated Corporate
    Notes


2,057



36







2,093Preferred Stock


5,000











5,000Long-term total

$
22,875


$
57


$
635


$
22,297Totals

$
66,016


$
66


$
638


$
65,444      F-12




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Available-for-Sale

Fair ValueDue within one year

$
23,681Due after one year through five
    years


7,992$
31,673   Derivative
    Financial Instruments
          3.
    Acquisition  tm
 F-13




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assist/Monitoring
      Goodwill

$
11,078Tangible assets, net


465Intangible assets:Purchased technology


3,000Customer relationships and other


1,070Trade name


370Purchased in-process
    research & development


440Total net assets acquired

$
16,423      F-14




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Intangible
    Assets  June 30,2007


2006Amortized intangible assets:Purchased technology

$
22,176


$
18,968Licenses


5,272



2,973Customer relationships and other


1,077



Subtotal


28,525



21,941Accumulated amortization:Purchased technology


(1,300
)


(832
)Licenses


(1,512
)


(644
)Customer relationships and other


(12
)


Subtotal


(2,824
)


(1,476
)Amortized intangible assets, net

$
25,701


$
20,465Indefinite-lived intangible assets:Trade name

$
373


$
         Year Ending June 30,2008


2009


2010


2011


2012Amortization expense

$
1,798


$
1,808


$
1,910


$
1,475


$
1,586     5.
    Goodwill    Assist/Monitoring Interventional/Vascular
 F-15




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Assets  June 30,2007


2006Capitalized software, net of
    accumulated amortization of $20,975 and $15,975

$
20,173


$
17,486Cash surrender value of
    officers life insurance


12,153



11,817Non-current pension asset


1,261



Non-current deferred tax assets


249



Other non-current assets


1,061



910$
34,897


$
30,213     7.
    Income
    Taxes    Year Ended June 30,2007


2006


2005U.S.

$
18,081


$
26,479


$
12,403Foreign


6,522



8,011



8,251Earnings before income taxes

$
24,603


$
34,490


$
20,654     Year Ended June 30,2007


2006


2005Current income taxes:Federal

$
3,970


$
5,835


$
3,329State


1,773



1,767



1,981Foreign


1,594



725



1,142Total current


7,337



8,327



6,452Deferred income taxes:Federal


374



(136
)


(166
)State


(25
)


338



(392
)Foreign


(548
)


118



114Total deferred


(199
)


320



(444
)Total income taxes

$
7,138


$
8,647


$
6,008      F-16




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended June 30,2007


2006


2005Effective





Effective





EffectiveAmount


Rate


Amount


Rate


Amount


RateTax computed at Federal statutory
    rate

$
8,611



35.0
%

$
12,072



35.0
%

$
7,229



35.0
%(Decrease) increase resulting from:Benefit from extraterritorial
    income exclusion


(387
)


(1.6
)


(1,428
)


(4.1
)


(1,765
)


(8.5
)State income taxes, net of Federal
    income tax benefit


1,147



4.7



1,410



4.1



1,033



5.0Rate differential on foreign income


(1,237
)


(5.0
)


(1,973
)


(5.7
)


(1,633
)


(7.9
)Domestic manufacturing deduction


(146
)


(0.6
)


(161
)


(0.5
)






Research and development credit,
    net


(482
)


(2.0
)


(345
)


(1.0
)


(845
)


(4.1
)Repatriation of foreign earnings










175



0.5



2,017



9.8Special dividend income


(48
)


(0.2
)


(1,108
)


(3.2
)






Other


(320
)


(1.3
)


5







(28
)


(0.2
)Total income taxes

$
7,138



29.0
%

$
8,647



25.1
%

$
6,008



29.1
%      F-17




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2007


2006Deferred Tax AssetsInventories

$
5,044


$
5,193Accounts receivable


623



584Foreign and state tax credits


2,585



1,671Unrealized foreign exchange losses


140



235Supplemental pension


7,385



6,483Tax loss carryforwards


3,765



2,960Minimum pension liability


4,138



1,722Asset write-downs


1,865



1,793Accrued expenses


1,545



929Unrealized losses on
    available-for-sale securities


178



210Other


957



1,192Deferred tax assets before
    valuation allowance


28,225



22,972Valuation allowance


(4,855
)


(3,427
)Deferred tax assets after
    valuation allowance


23,370



19,545Deferred Tax
    LiabilitiesAccelerated depreciation


10,780



10,422Acquisition intangibles


1,024



State income taxes


261



364Accrued insurance


1,064



906Accrued pension


2,780



1,852Other


1,108



1,542Deferred tax liabilities


17,017



15,086Net deferred tax assets

$
6,353


$
4,459        F-18




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Contingencies Accounting for Income Taxes
  8.
    Other
    Liabilities  June 30,2007


2006Non-current pension liabilities

$
20,714


$
16,034Minimum pension liability






4,337X-Site guaranteed minimum payments


906



1,341Non-current deferred income


1,152



1,109Non-current deferred taxes


1,134



2,063Other non-current liabilities


1,314



1,425$
25,220


$
26,309   9.
    Stock-Based
    Awards           F-19




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended June 30,2007


2006Cost of sales

$
26


$
13Research and development expense


145



22Selling, general and
    administrative expense


524



523Total stock-based compensation
    expense

$
695


$
558Total stock-based compensation
    expense, net of tax

$
411


$
330       Year EndedJune 30,2005Net earnings  as
    reported

$
14,646Add: Total stock-based employee
    compensation expense included in reported net earnings, net of
    related tax effects


Deduct: Total stock-based employee
    compensation expense determined under fair value method for all
    awards, net of related tax effects


(7,362
)Net earnings  pro forma

$
7,284Earnings per share:Basic  as reported

$
0.99Basic  pro forma

$
0.49Diluted  as reported

$
0.97Diluted  pro forma

$
0.48   10-year
  Year Ended June 30,2007


2006


2005Expected dividend yield


4.00
%


2.22
%


0.83
%Expected volatility


27
%


29
%


30
%Risk-free interest rate


4.62
%


4.63
%


3.63
%Expected life


4.8 Years



4.9 Years



5.3 Years  F-20




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Options
  4-year 10-year
    Year Ended June 30,2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at July 1


2,040,626


$
32.47



2,477,153


$
31.73



2,714,357


$
31.08Granted


167,250



33.91



176,100



35.85



367,350



33.82Exercised


(152,861
)


28.97



(475,095
)


29.10



(227,964
)


26.40Forfeited/Expired


(313,854
)


34.93



(137,532
)


35.13



(376,590
)


32.36Outstanding at June 30


1,741,161


$
32.47



2,040,626


$
32.47



2,477,153


$
31.73Vested and expected to vest at
    June 30


1,700,212


$
32.41



2,017,132


$
32.43



2,475,190


$
31.73Exercisable at June 30


1,534,136


$
32.17



1,876,484


$
32.22



2,444,697


$
31.80          F-21




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock Options Outstanding





Stock Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageRange of




Remaining


Exercise





ExerciseExercise Prices

Options


Contractual Life


Price


Options


Price$20.97 - $28.67


655,947



4.75


$
28.27



655,947


$
28.27$28.80 - $35.54


597,114



6.76


$
32.28



427,839


$
31.60$35.84 - $41.58


488,100



5.09


$
38.34



450,350


$
38.391,741,161



5.53


$
32.47



1,534,136


$
32.17     Restricted
    Stock
    Year Ended June 30,2007


2006Weighted





WeightedAverage





AverageGrant





GrantShares


Price


Shares


PriceNonvested at July 1


13,937


$
35.88






$
Granted


3,908



35.84



13,937



35.88Vested














Forfeited


(13,937
)


35.88







Nonvested at June 30


3,908


$
35.84



13,937


$
35.88     Shareholder
    Rights Plan
     F-22




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Repurchase Programs
    Compensation
    Plan for Non-Employee Directors
    10.
    Segment
    Information  Assist/Monitoring lnterventional/Vascular
  Assist/Monitoring
  lnterventional/Vascular
    F-23




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CardiacAssist/


Interventional/


CorporateMonitoring


Vascular


andProducts


Products


Other(a)


ConsolidatedYear ended June 30,
    2007Net sales to external customers

$
329,659


$
47,955


$
1,186


$
378,800Operating earnings (loss)(b)

$
37,225


$
(7,915
)

$
(7,917
)

$
21,393Assets

$
215,160


$
81,765


$
79,231


$
376,156Long-lived asset expenditures(c)

$
8,196


$
3,682


$
3,361


$
15,239Depreciation and amortization

$
16,626


$
3,121


$
1,741


$
21,488Year ended June 30,
    2006Net sales to external customers

$
319,577


$
51,836


$
1,587


$
373,000Operating earnings (loss)(b)

$
41,695


$
(11,970
)

$
(383
)

$
29,342Assets

$
186,866


$
81,474


$
107,340


$
375,680Long-lived asset expenditures

$
5,945


$
1,944


$
3,449


$
11,338Depreciation and amortization

$
16,185


$
2,908


$
1,440


$
20,533Year ended June 30,
    2005Net sales to external customers

$
288,583


$
62,538


$
1,579


$
352,700Operating earnings (loss)(b)

$
37,066


$
(15,377
)

$
(2,448
)

$
19,241Assets

$
193,250


$
98,391


$
65,441


$
357,082Long-lived asset expenditures

$
10,843


$
3,480


$
1,193


$
15,516Depreciation and amortization

$
15,454


$
2,906


$
1,237


$
19,597     (a)
    
    Net sales of life science products by Genisphere are included
    within Corporate and Other. Assets within Corporate and Other
    include cash, investments, property, plant and equipment, net,
    including the corporate headquarters, goodwill and cash
    surrender value of officers life insurance. Segment
    SG&A expenses include fixed corporate G&A allocated
    charges.(b)
    
    Operating earnings for the Cardiac
    Assist/Monitoring
    Products segment includes special charges of $2.4 million
    in fiscal 2007. Operating loss for the
    lnterventional/Vascular
    Products segment includes special charges of $3.9 million
    (net of gain of sale on ProGuide of $2.2 million),
    $2.7 million and $3.6 million in fiscal 2007, 2006 and
    2005, respectively. Operating loss for Corporate and Other
    includes special charges of $6.5 million in fiscal 2007, a
    gain on sale of an unused facility of $0.8 million in
    fiscal 2006 and special charges of $4.5 million in fiscal
    2005.(c)
    
    Excludes assets acquired through acquisition of Artema Medical.    Year Ended June 30,2007


2006


2005Consolidated operating earnings

$
21,393


$
29,342


$
19,241Interest income, net


2,366



1,944



1,927Dividend income


196



4,523



Other, net


648



(1,319
)


(514
)Consolidated earnings before
    income taxes

$
24,603


$
34,490


$
20,654  F-24




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended June 30,2007


2006


2005United States

$
225,087


$
231,878


$
219,199Foreign countries


153,713



141,122



133,501Total

$
378,800


$
373,000


$
352,700     June 30,2007


2006


2005United States

$
123,951


$
127,562


$
129,396Foreign countries


32,443



12,641



13,549Total

$
156,394


$
140,203


$
142,945     Year Ended June 30,2007


2006


2005Cardiac Assist

$
173,158


$
160,175


$
139,120Patient Monitoring


156,501



159,402



149,463Vascular Products


32,731



29,288



34,648Interventional Products


15,224



22,548



27,890Genisphere


1,186



1,587



1,579Total

$
378,800


$
373,000


$
352,700   11.
    Retirement
    Benefit Plans    Defined
    Benefit Pension Plans  U.S. and
    International
    Supplemental
    Executive Retirement Plans (SERP)
   F-25




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Mr. Saper is entitled to receive a lifetime pension of up
    to 60% of his average earnings for the three-year period in
    which Mr. Sapers compensation was greatest of the ten
    years immediately preceding his retirement.
    The SERP will not be less than the value of the benefit that
    would have been payable had his retirement occurred at
    age 65.
    The expected annual SERP payment to Mr. Saper commencing at
    a presumed retirement age of 80, based on the above plan would
    be $2.8 million.
    The plan provides survivor benefits in the form of a
    $10 million life insurance policy, maintained pursuant to a
    split-dollar agreement between us, Mr. Saper and a trust
    for the benefit of Mr. Sapers family.      Post-Retirement
    Medical Benefits Plan
    Defined
    Contribution Plans
    Adoption
    of New Accounting Standard
   F-26




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SFAS 87/88Before


Minimum





AfterSFAS 87/88/158


Pension Liability


SFAS 158


SFAS 87/88/158Adjustments


Adjustments


Adjustments


AdjustmentsPrepaid expenses and other current
    assets

$
18,809






$
(7,642
)

$
11,167Other assets, including
    non-current deferred taxes


31,398



(1,332
)


4,831



34,897Accrued expenses


17,612







49



17,661Other liabilities


26,022



(3,018
)


2,216



25,220Accumulated other comprehensive
    loss


(824
)


1,686



(5,076
)


(4,214
)   Net
    Periodic Benefit Costs
    Year Ended June 30,Net Periodic Benefit Costs

2007


2006


2005


2007


2006


2005U.S. and International


SERPService cost

$
2,700


$
3,240


$
2,402


$
350


$
387


$
376Interest cost


4,069



3,714



3,285



1,000



829



829Expected return on assets


(3,697
)


(3,326
)


(2,801
)


*



*



*Amortization of:Net loss (gain)


521



1,168



57



9



23



(122
)Unrecognized prior service cost


12



13



13



(75
)


(75
)


(1
)Curtailment loss(a)


14



















Net periodic benefit costs

$
3,619


$
4,809


$
2,956


$
1,284


$
1,164


$
1,082 Year Ended June 30,Net Periodic Benefit Costs

2007


2006


2005Post-Retirement MedicalService cost

$
*


$
*


$
*Interest cost


12



11



12Expected return on assets


*



*



*Amortization of:Net loss


1



2



1Unrecognized prior service cost


5



5



5Net periodic benefit costs

$
18


$
18


$
18     *
    
    Not applicable(a)
    
    In the second quarter of fiscal 2007, we recognized a
    curtailment loss related to U.S. workforce reductions in the
    Interventional Products and Patient Monitoring businesses. F-27




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Obligations
    and Funded Status
    Year Ended June 30,2007


2006


2007


2006U.S. and International


SERPChange in Projected Benefit
    ObligationPension benefit obligation at
    beginning of year

$
62,084


$
66,816


$
16,113


$
15,163Service cost


2,700



3,240



350



387Interest cost


4,069



3,714



1,000



829Foreign exchange impact


171



143







Employee contributions


48











Plan amendments


(1,186
)










Curtailment


(388
)










Actuarial loss (gain)


1,406



(10,669
)


1,078



(129
)Benefits paid


(1,249
)


(1,160
)


(235
)


(137
)Pension benefit obligation at end
    of year

$
67,655


$
62,084


$
18,306


$
16,113Accumulated benefit obligation at
    end of year

$
61,601


$
55,666


$
18,306


$
16,113Change in Plan AssetsFair value of plan assets at
    beginning of year

$
56,179


$
44,847


$
*


$
*Actual return on assets


3,952



620



*



*Foreign exchange impact


231



183



*



*Employer contributions


7,352



11,689



*



*Employee contributions


48







*



*Benefits paid


(1,249
)


(1,160
)


*



*Fair value of plan assets at end
    of year

$
66,513


$
56,179


$
*


$
*Funded Status at June 30,Fair value of plan assets

$
66,513


$
56,179


$



$
Pension benefit obligation


67,655



62,084



18,306



16,113Funded status-plan assets less
    than benefit obligation

$
(1,142
)


(5,905
)

$
(18,306
)


(16,113
)Unrecognized prior service cost






145







(154
)Unrecognized net actuarial loss






9,499







233Unrecognized net obligation
    remaining at June 30,














Net amount recognized





$
3,739






$
(16,034
)     *
    
    Not applicable  F-28




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended June 30,2007


2006Post-Retirement MedicalChange in Projected Benefit
    ObligationBenefit obligation at beginning of
    year

$
191


$
202Service cost


*



*Interest cost


12



11Plan amendments






(6
)Actuarial loss (gain)


29



(16
)Benefit obligation at end of year

$
232


$
191Accumulated benefit obligation at
    end of year

$
232


$
191Funded Status at June 30,Benefit obligation

$
232


$
191Fair value of plan assets






Funded status-plan assets less
    than benefit obligation

$
(232
)


(191
)Unrecognized prior service cost






73Unrecognized net actuarial loss






39Unrecognized net obligation
    remaining at June 30,






Net amount recognized





$
(79
)     *
    
    Not applicable      Year Ended June 30,2007


2006


2007


2006U.S. and International


SERPAccrued benefit liability

$



$
(1,100
)

$
(227
)

$
Non-current benefit liability


(2,403
)






(18,079
)


(16,282
)Non-current pension asset


1,261











Funded status

$
(1,142
)





$
(18,306
)Prepaid benefit cost






750







Intangible asset






145







71Accumulated other comprehensive
    loss






3,944







177Net amount recognized





$
3,739






$
(16,034
)   F-29




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007


2006Post-Retirement MedicalAccrued benefit liability

$



$
Non-current benefit liability


(232
)


(79
)Non-current pension asset






Funded status

$
(232
)Prepaid benefit cost






Intangible asset






Accumulated other comprehensive
    loss






Net amount recognized





$
(79
)     U.S. and





Post-RetirementInternational


SERP


MedicalNet actuarial loss

$
9,674


$
1,302


$
67Prior service (credit) cost


(1,068
)


(80
)


69Accumulated other comprehensive
    loss, gross

$
8,606


$
1,222


$
136Accumulated other comprehensive
    loss, net of tax

$
5,023


$
723


$
81     U.S. and





Post-RetirementInternational


SERP


MedicalNet actuarial loss

$
418


$
12


$
3Prior service (credit) cost


(41
)


(74
)


4Total

$
377


$
(62
)

$
7   Plan
    Assumptions
    2007


2006


2005Benefit ObligationDiscount rate


6.43
%


6.50
%


5.50
%Rate of compensation increase


4.50
%


4.50
%


4.50
%Expected return on plan assets


6.04
%


6.30
%


6.50
%   2007


2006


2005Net Periodic Benefit CostDiscount rate


6.18
%


5.50
%


6.50
%Rate of compensation increase


4.50
%


4.50
%


4.50
%Expected return on plan assets


6.40
%


6.50
%


6.50
%  F-30




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      U.S.
    Plan Asset Allocation and Investment Guidelines
    June 30,Asset Category

2008


2007


2006Percentage ofTarget Allocation


Plan AssetsSmall Capitalization Equities(a)


10.0
%


8.1
%


7.7
%Fixed Income Bonds 
    Corporate


15.0
%


14.6
%


9.5
%Fixed Income Bonds 
    Government


75.0
%


75.7
%


79.1
%Cash


0.0
%


1.6
%


3.7
%100.0
%


100.0
%


100.0
%       (a)
    
    Represents investment in our common stock of $5.0 million
    and $4.0 million (131,000 shares) at June 30,
    2007 and 2006, respectively.    
    Our investment objective is to invest in securities which
    provide minimal risk, a high degree of liquidity and an adequate
    return. Return on such investments, while recognized as
    important, is not the primary consideration. Safety of principal
    and liquidity are the key objectives.
    At least 50% of the fixed portion of the portfolio will be
    invested in Treasury and Federal Agency obligations. The maximum
    maturity of each security is 10 years.
    No more than 50% of the portfolio will be invested in 5 to
    10 year medium-term AAA-rated corporate notes.
    No more than $3 million in aggregate will be invested in
    any single companys AAA-rated corporate notes.
    Investments may include Datascope common stock. The amount of
    Datascope stock is limited by ERISA rules (section 407
    (a)), which says that the pension fund can purchase Company
    stock, as long as immediately thereafter, the aggregate fair
    market value of Company stock held by the fund does not exceed
    10% of the fair market value of all pension fund assets.    Post-U.S. and





RetirementFiscal Year

International


SERP


Medical2008

$
1,483


$
233


$
2009


1,662



2,184



202010


1,900



2,714



222011


2,103



2,547



242012


2,348



2,363



252013  2017


17,089



9,077



82  F-31




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Commitments
    and Contingencies  Leases
    Fiscal Year2008

$
3,7382009


2,8332010


1,6592011


5032012


156Thereafter


147Total future minimum rental
    payments

$
9,036   and/or
  Litigation
       F-32




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Credit
    Arrangements
    Purchase
    Commitments
    Warranty
    Obligations
      Year Ended June 30,2007


2006


2005Warranty reserve at the beginning
    of the year

$
350


$
300


$
400Warranties accrued during the year


79



389



176Warranties settled during the year


(179
)


(339
)


(276
)Warranty reserve at the end of the
    year

$
250


$
350


$
300     Rabbi
    Trust
    13.
    Special
    Items  Fiscal
    2007
  Interventional
    Products (IP) Division Exit Plan
  On-Site
 F-33




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  On-Site,
        Gain on
    Sale of ProGuide Assets
    Workforce
    Reductions in the Patient Monitoring Division, the European
    Sales Organization, Corporate and Genisphere
         F-34




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    Impairment  Genisphere
    Inquiry
    Expenses
    8-K
    Cardiac
    Assist/Monitoring
    Products

$
2.4 millionInterventional/Vascular
    Products

$
3.9 millionCorporate and Other

$
6.5 million     IP ExitPlan andWorkforce


Inquiry


Impairment of


Total SpecialReductions


Expenses


Goodwill


ChargesFY 2007 Special
    ChargesSeverance expenses

$
9,569


$



$



$
9,569Inquiry expenses






1,693







1,693Contractual obligations


992











992Asset write-offs and other


515







2,284



2,799Subtotal


11,076



1,693



2,284


$
15,053Utilized Through June 30,
    2007Severance expenses


6,152











6,152Inquiry expenses






1,566







1,566Contractual obligations


992











992Asset write-offs and other


515







2,284



2,799Subtotal


7,659



1,566



2,284



11,509Remaining Balance June 30,
    2007

$
3,417


$
127


$



$
3,544    F-35




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal
    2006
    Interventional/Vascular
      Interventional/Vascular
    Products

$2.7 millionCorporate and Other

($0.8) million   14.
    Quarterly
    Financial Data (Unaudited)  Year Ended June 30, 2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


TotalNet sales

$
87,200


$
95,600


$
97,600


$
98,400


$
378,800Gross profit

$
49,858


$
52,531


$
53,996


$
55,007


$
211,392Net earnings

$
4,533


$
3,335


$
7,861


$
1,736


$
17,465Earnings per share, basic

$
0.30


$
0.22


$
0.52


$
0.11


$
1.15Earnings per share, diluted

$
0.29


$
0.22


$
0.51


$
0.11


$
1.14   Year Ended June 30, 2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


TotalNet sales

$
88,300


$
92,500


$
93,100


$
99,100


$
373,000Gross profit

$
50,680


$
50,011


$
52,865


$
55,398


$
208,954Net earnings

$
6,056


$
4,451


$
9,068


$
6,268


$
25,843Earnings per share, basic

$
0.41


$
0.30


$
0.60


$
0.41


$
1.73Earnings per share, diluted

$
0.40


$
$0.29


$
0.59


$
0.40


$
1.69    F-36




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Earnings
    Per Share    Year Ended June 30,2007


2006


2005Net earnings

$
17,465


$
25,843


$
14,646Weighted average number of common
    shares outstanding, basic


15,244



14,974



14,795Effect of dilutive stock awards


143



322



329Weighted average number of common
    shares outstanding, diluted


15,387



15,296



15,124Earnings per share, basic

$
1.15


$
1.73


$
0.99Earnings per share, diluted

$
1.14


$
1.69


$
0.97     16.
    Related
    Party Transactions        17.
    Subsequent
    Event   F-37




---



##### Table of Contents



DATASCOPE
    CORP. AND SUBSIDIARIES
  SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS
  Column A

Column B


Column C


Column D


Column EAdditions(2)ChargedBalance at


(1)


to Other





Balance atBeginning of


Charged to Costs


Accounts-


Deductions from


Close ofDescription

Period


and Expenses


Describe


Reserves-Describe


Period(Dollars in thousands)Year Ended June 30,
    2007Allowance for doubtful accounts

$
2,301


$
456


$



$
154
(A)

$
2,603Year Ended June 30,
    2006Allowance for doubtful accounts

$
2,279


$
461


$



$
439
(A)

$
2,301Year Ended June 30,
    2005Allowance for doubtful accounts

$
2,414


$
390


$



$
525
(A)

$
2,279      S-1