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UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2010
 EMS TECHNOLOGIES,
    INC.
    Georgia

58-1035424(State or other jurisdiction of
    incorporation or organization)

(IRS Employer ID Number)   660 Engineering Drive,
    Norcross, Georgia

30092(Address of principal executive offices)

(Zip Code)   (770) 263-9200
   Title of Class

Exchange on Which
    RegisteredCommon Stock, $.10 par value

Nasdaq Global Select Market    o x
  o x
  x o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K: o
  12b-2 o x  o o
   Rule 12b-2 o x
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---





TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. [Reserved]PART IIItem 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other Information.PART IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.1EX-10.17EX-21.1EX-23.1EX-31.1EX-31.2EX-32    Table of Contents   FORWARD-LOOKING
    STATEMENTS
      2.
    statements about anticipated technological developments or
    anticipated market response to or impact of current or future
    technological developments or product offerings,      5.
    statements implying that the Companys technology or
    products are well-suited for particular markets, and     
  PART I
 
  Item 1.
    Business  Overview
    communications-on-the-move,
  communication-on-the-move




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search-and-rescue
  e-mail,
  Ka-band
  Competitive
    Strengths
  Technological
    Leadership




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Commitment
    to Research and Development
    Technological
    Synergies
    Strong
    Customer Relationships
    Diverse
    Global Customer Base
    Strong
    Manufacturing Capabilities




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Our
    Markets and Products
      Segment


Primary Operations


Percentage of Net Sales2010




2009




2008Aviation


Connectivity and in-cabin infrastructure equipment for a broad
    range of commercial and military aircraft, including satellite
    communications antennas, terminals and networking equipment,
    rugged data storage and data recording/replay



30.1




34.5




27.7Defense & Space


Engineered hardware for satellites, defense and electronics
    applications (defense and commercial)



19.1




25.4




22.9LXE


Rugged mobile terminals and related equipment for wireless data
    collection (predominantly commercial)



39.8




30.4




43.5Global Tracking


End-to-end tracking and mapping equipment and services for
    security, land tracking, and maritime markets, as well as,
    satellite ground stations for emergency management operations



11.0




9.7




5.9   Aviation
  Industry
  air-to-ground
  ®




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Products
    and Services
  tm e-mail,
  Business
    Strategy




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Products/Services


Key Features/Benefits


Selected Applications


CustomersAeronautical Antennas


Mechanically and electronically-steered antennas for two-way
    communications connected to an aircrafts Satcom, steerable
    antenna systems for live television from broadcast satellites


Corporate aircraft, government and military aircraft, commercial
    airlines


Gulfstream, Bombardier, Honeywell, Dassault, Thales, L3
    Communications, Boeing, Panasonic AvionicsAeronautical Tracking


Lightweight, autonomous tracking terminals provide GPS-based
    location and status reporting from anywhere on or in-flight over
    the globe


Off-shore Oil; Air Medical Transport; Fire Patrol and
    Suppression; Paramilitary Drug Interdiction; Pipeline Patrol


Bristow, Air Methods, Chevron, U.S. Forest Service, U.S. State
    Department, MilitaryAeronautical
    Telephony and
    E-mail
    Services


Narrowband telephony provides in-flight voice and
    e-mail
    access to cabin telephones and cockpit interface devices


Corporate aircraft, Commercial airlines, helicopters, general
    aviation


El Al, Qantas, Pfizer, ALCOA, Merrill Lynch, OmniflightAeronautical
    Terminals


Provide aircraft operators with two-way high-speed data
    (broadband) capability


Corporate aircraft, government and military aircraft, commercial
    airlines


Corporate aircraft modification centers, U.S. Department of
    Defense, Northrop Grumman, L3 Communications, Boeing, Rockwell
    Collins, Honeywell, ThalesAvionics Data
    Networking Products


Data servers, routers, switches, and storage devices to manage
    Internet, entertainment and operational data aboard aircraft


Corporate aircraft, government and military aircraft, commercial
    airlines


Airbus, Boeing, Rockwell Collins, AirCell, Row44, Northrop
    Grumman, L3   Defense &
    Space
  Industry
  sub-systems,
      Products
    and Services




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Business
    Strategy
  off-the-shelf
      Products/Services


Key Features/Benefits


Selected Applications


ProgramsCommunications-On-The
    Move
    Data Link


Light weight, low profile, low RADAR signature (stealth), high
    performance and agile beam antennas, RF electronics, and
    positioning systems


Military tactical communications (airborne, ship, ground mobile,
    and soldier)


F-22 Intra-Flight Data Link, High Altitude Long Endurance (HALE)
    Datalink, Hawklink MH-60 Datalink, WIN-T Army Mobile DataLinks,
    Navy Airborne Data Links, PanasonicSatcom Antenna
    Systems





Military and commercial  SATCOM communications (airborne, ground
    mobile, and soldier)


Manpack Portable GBS Suite, Panasonic AntennaRADAR 
    Microwave Systems


Low loss, high power ferrite components and electronic systems,
    and RF front end RADAR panels and conformal millimeter wave
    RADAR antenna systems that allow for co-boresighting of laser
    and EO/IR for tri-mode missile seekers


Defense electronic surveillance and countermeasure and Precision
    strike air-to-ground missiles


EW - F-16, AQL-211 RADAR - Phalanx, JSTARS, TPQ-37 and
    Joint Air to Ground Missile (JAGM), Small Diameter Bomb IISpace Hardware
    Systems


Microwave subsystems capable of high-frequency, low noise,
    high-power and fast switching, facilitating jam-resistant,
    secure mobile communications


High-rate commercial and secure military communications


Wideband Global SATCOM (WGS), Advanced EHF (AEHF),  National
    Security Programs, W2A, Skynet 5, Hylas 2, Yahsat




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LXE
  Industry
        Products
    and Services
    ® ® ® ®
      Business
    Strategy




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Products/Services


Key Features/Benefits


Selected Applications


CustomersHandheld Terminals


Small, lightweight and rugged, providing true mobility


Warehousing, LogisticsVehicle-Mounted 
    Terminals


Heavier-duty design for use on forklifts, cranes, and other
    material handling vehiclesWearable Terminals


Very small and lightweight with ergonomic schemes for mounting
    on operators


Warehouse order pickingWireless Networks


Communications link between mobile computers and local network,
    primarily based on 802.11 standard





Consumer product manufacturers, Third-party logistics providers,
    Retailers, Container port operatorsHost connectivity software;
    accessory products;
    maintenance services


Industry-standard connectivity to various host computers;
    enhanced system functionality; extended service on either a
    contract or pay-as-you-go basis   Global
    Tracking
  Industry
    Products
    and Services
    points-of-interest
  Business
    Strategy
  end-to-end




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Products/Services


Key Features/Benefits


Selected Applications


CustomersVery Low Data Rate:SAT202 &
    TAM242


Fourth-generation IsatM2M terminal, smaller, lighter, engineered
    in-house
    Near global operation


Tracking, M2M communications, fleet management, rapid alerting,
    ship ID and position


Maritime commercial and private trucking fleets, tuna fishing
    fleets, logistics securityOsprey Personnel
    Tracking Terminal


Cost effective messaging for small data payloads


Lone worker, Corporate Duty of Care, Personnel Security


NGOs, Private Security Firms, Risk Management, Government,
    MilitaryLow Data Rate:Satellite Packet Data
    Terminals


Iridium, Skyterra, and Inmarsat-based, two-way messaging, micro telemetry, geo fencing, security/panic alarmBoth regional and global services available


Transportation, Public Safety, Workforce Automation, Oil and Gas
    Remote Monitoring and Control, Force Tracking


NGOs, Long-Haul Trucking Companies, NATO, EU, U.S. Department of
    DefenseEmergency 
    Management Products


Hardware and software for search and rescue  (SAR) systems


Rescue and Mission Control Centers


Over 18 Governments WorldwideServices and Support


24/7 global operations in 5 countries, lifecycle support
    maintenance, in-field subject-matter consulting expertise,
    network and airtime services   Form 10-K.
  Acquisitions
    Completed in 2009
  Formation




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Satamatics
  end-to-end
      Acquisitions
    Completed in 2008
  Akerstroms
    Trux
    Sky
    Connect
    Machine-to-Machine




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Sales and
    Marketing
    bid-and-proposal
        Research,
    Development and Intellectual Property




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need-to-know
    Backlog
      Manufacturing
    
    to perform those functions for which we have special
    capabilities and that are most critical to quality and timely
    performance;
    to equip ourselves with the modern tools we need to perform our
    manufacturing functions efficiently;
    to use outside sources for functions requiring special skills
    that we do not have, or that do not offer attractive potential
    returns, or to perform standard tasks at a competitive price
    leaving our internal resources to focus on providing quicker
    response for tasks that require special needs and
    skills; and
    to further improve the cost-effectiveness and
    time-to-market
    of our manufacturing operations.




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Materials
          Competition
      time-to-market, time-to-ship




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Employees
    Regulatory
    Matters
      non-U.S. operations
  cap-and-trade
    AVAILABLE
    INFORMATION
  www.ems-t.com




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EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Neilson A. Mackay
  Gary B. Shell, , (2004-2007),
  Timothy C. Reis, ,
  Nils A. Helle,
  David M. Sheffield
  Constandino Koutrouki,
  Stephen M. Newell, ,




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John C. Jarrell
  Marion H. Van Fosson,
  Adoption
    of Shareholder Rights Plan
   
  Item 1A.
    Risk
    Factors  Our business is subject to certain risks, including the risks
    described below. This Item 1A does not describe all risks
    applicable to our business and is intended only as a summary of
    the most significant factors that affect our operations and the
    industries in which we operate. More detailed information
    concerning these and other risks is contained in other sections
    of this Annual Report on
    Form 10-K.
    The risks described below, as well as the other risks that are
    generally set forth in this Annual Report on
    Form 10-K,
    and other risks and uncertainties not presently known to us or
    that we currently consider immaterial, could materially and
    adversely affect our business, results of operations and
    financial condition. Readers of this Annual Report on
    Form 10-K
    should take such risks into account in evaluating any investment
    decision involving our common stock. At any point, the trading
    price of our common stock could decline, and investors could
    lose all or a portion of their investment.




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Risks
    Related to Our Operations
    Decisions
    by our customers about the timing and scope of capital spending,
    particularly on major programs, can have a significant effect on
    our net sales and earnings.
    Unfavorable
    economic or financial market conditions or other developments
    may affect the fair value of one or more of our business units
    and increase the potential for additional asset impairment
    charges that could adversely affect our earnings.
  and/or slower-than-expected
  If our
    commercial customers fail to find adequate funding for major
    potential programs, or our government customers do not receive
    necessary funding approvals, our net sales would
    decline.




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We may
    encounter technical problems or contractual uncertainties, which
    can cause delays, added costs, lost sales and liability to
    customers.
        Our
    products are subject to a variety of certification requirements
    of the Federal Aviation Administration (FAA) and the Federal
    Communications Commission (FCC), including stringent standards
    for performance, reliability and manufacturing processes. Our
    failure to meet any of these standards, which may involve
    complex testing and technical issues, could limit our ability to
    market these products and thereby reduce our sales and earnings.
    Our sales and earnings may also be adversely affected by the
    costs and delays associated with meeting these standards and
    obtaining the required certifications.
    If we
    cannot continue to rapidly develop, manufacture and market
    innovative products and services that meet customer requirements
    for performance and reliability, we may incur development costs
    that we cannot recover and our net sales and earnings will
    suffer.




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Competing
    technology could be superior to ours, and could cause customer
    orders and net sales to decline.
    Our
    competitors marketing and pricing strategies could make
    their products more attractive than ours. This could cause
    reductions in customer orders or our profits.
    Our
    transitions to new product offerings can be costly and
    disruptive, and could adversely affect our net sales or
    profitability.
    Our
    products may inadvertently infringe third-party patents, which
    could create substantial liability to our customers or the
    third-party patent owners.
    We may
    not be successful in protecting our intellectual
    property.




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Our
    success depends on our ability to attract and retain a highly
    skilled workforce.
    We
    depend on highly skilled suppliers, who may become unavailable
    or fail to achieve desired levels of technical
    performance.
    Changes
    in regulations that limit the availability of licenses or
    otherwise result in increased expenses could cause our net sales
    or earnings to decline.
    Additional
    environmental regulation could increase costs and adversely
    affect our future earnings.
  cap-and-trade
  The
    export license process for space products is uncertain,
    increasing the chance that we may not obtain required export
    licenses in a timely or cost-effective manner.




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Export
    controls on space technology restrict our ability to hold
    technical discussions with foreign customers, suppliers and
    internal engineering resources, which reduces our ability to
    obtain sales from foreign customers or to perform contracts with
    the desired level of efficiency or profitability.
    Economic
    or political conditions in other countries could cause our net
    sales or earnings to decline.
  local-currency
  Unfavorable
    currency exchange rate movements could result in foreign
    exchange losses and cause our earnings to decline.




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Our
    net sales in certain markets depend on the availability and
    performance of other companies with which we have marketing
    relationships.
    Customer
    orders in backlog may not result in sales.
    We are
    exposed to the credit risk of some of our customers and to
    credit exposures in weakened markets, which could cause our
    earnings to decline.
    Our
    products typically carry warranties, and the costs to us to
    repair or replace defective products could exceed the amounts we
    have experienced historically.




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Our
    business could be negatively affected as a result of a proxy
    contest.
    
    responding to proxy contests and other actions by activist
    shareholders can be costly and time-consuming, disrupting our
    operations and diverting the attention of management and our
    employees;
    perceived uncertainties as to our future direction may result in
    the loss of potential business opportunities and may make it
    more difficult to attract and retain qualified personnel and
    business partners; and
    the election to our board of directors of individuals with a
    specific agenda may adversely affect our ability to effectively
    and timely implement our strategic plan and create additional
    value for our shareholders.  Changes
    in our consolidated effective income tax rate and the related
    effect on our results can be difficult to predict.
    We may
    not effectively manage possible future growth, which could
    result in reduced earnings.
    We may
    make acquisitions and investments that could adversely affect
    our earnings or otherwise fail to perform as
    expected.




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Risks
    Related to our Common Stock
    Our
    operating results are volatile and difficult to predict. If our
    quarterly or annual operating results fall short of market
    expectations, or our guidance, the market value of our shares is
    likely to decline.
  and/or
  Our
    share price may fluctuate significantly, and an investor may not
    be able to sell our shares at a price that would yield a
    favorable return on investment.
    
    actual or anticipated operating results;
    the limited average trading volume and public float for our
    stock, which means that orders from a relatively few investors
    can significantly impact the price of our stock, independently
    of our operating results,
    announcements of technological innovations, new products or new
    contracts by us, our customers, our competitors or our
    customers competitors;
    government regulatory action;
    developments with respect to wireless and satellite
    communications; and
    general market conditions.    Future
    sales of our common stock may cause our stock price to
    decline.




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Provisions
    in our governing documents and law could prevent or delay a
    change of control not supported by our Board of
    Directors.
    
    allow our shareholders the right to acquire common stock from us
    at discounted prices in the event a person acquires 20% or more
    of our common stock, or announces an attempt to do so, without
    our Board of Directors prior consent;
    authorize the issuance of up to 10,000,000 shares of
    blank check preferred stock by our Board of
    Directors without shareholder approval, which stock could have
    terms that could discourage or thwart a takeover attempt;
    limit who may call a special meeting of shareholders;
    require unanimous written consent for shareholder action without
    a meeting;
    establish advance notice requirements for nominations for
    election to the Board of Directors or for proposing matters that
    can be acted upon at shareholder meetings;
    adopt the fair price requirements and rules regarding business
    combinations with interested shareholders set forth in
    Article 11, Parts 2 and 3 of the Georgia Business
    Corporation Code; and
    require approval by the holders of at least 75% of the
    outstanding common stock to amend any of the foregoing
    provisions. 
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties       
  Item 3.
    Legal
    Proceedings   
  Item 4.
    [Reserved]




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PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities    2010 Price Range

2009 Price RangeHigh

Low

High

LowFirst Quarter

$
16.82



12.42


$
26.48



17.07Second Quarter


17.70



13.78



21.45



16.93Third Quarter


19.11



14.24



23.17



17.55Fourth Quarter


20.51



16.81



20.37



12.00




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SHAREHOLDER
    RETURN
  Form 10-K Regulation S-K.




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Item 6.
    Selected
    Financial Data  Form 10-K.
  Years Ended December 312010


2009


2008


2007


2006Net sales

$
355,225



359,972



335,045



287,879



261,119Cost of sales


225,706



242,080



213,885



175,278



164,611Selling, general and administrative expenses


90,080



86,481



81,426



74,561



66,335Research and development expenses


20,970



18,947



20,110



18,773



15,816Impairment loss on goodwill and related charges


384



19,891



-



-



-Acquistion-related items


563



7,206



-



-



-Operating income (loss)


17,522



(14,633
)


19,624



19,267



14,357Interest income


498



207



2,430



5,403



2,254Interest expense


(1,904
)


(2,181
)


(1,679
)


(1,953
)


(1,921
)Foreign exchange loss, net


(192
)


(808
)


(586
)


(1,390
)


(710
)Earnings (loss) from continuing operations before income taxes


15,924



(17,415
)


19,789



21,327



13,980Income tax (expense) benefit


(1,859
)


4,266



682



(2,080
)


1,823Earnings (loss) from continuing operations


14,065



(13,149
)


20,471



19,247



15,803Discontinued operations:(Loss) earnings from discontinued operations before income taxes


-



(10,917
)


-



(585
)


24,427Income tax benefit (expense)


-



4,001



-



82



(7,222
)(Loss) earnings from discontinued operations


-



(6,916
)


-



(503
)


17,205Net earnings (loss)

$
14,065



(20,065
)


20,471



18,744



33,008Net earnings (loss) per share:Basic:From continuing operations

$
0.93



(0.87
)


1.32



1.25



1.08From discontinued operations


-



(0.45
)


-



(0.03
)


1.18Net earnings (loss)

$
0.93



(1.32
)


1.32



1.22



2.26Diluted:From continuing operations

$
0.92



(0.87
)


1.31



1.24



1.08From discontinued operations


-



(0.45
)


-



(0.03
)


1.17Net earnings (loss)

$
0.92



(1.32
)


1.31



1.21



2.25Weighted-average number of common shares outstanding:Basic


15,191



15,169



15,452



15,354



14,621Diluted


15,250



15,169



15,628



15,482



14,679As of December 312010


2009


2008


2007


2006Working capital related to continuing operations

$
125,531



98,147



165,419



198,491



176,570Total assets


372,944



374,145



327,365



323,800



291,684Long-term debt, including current installments


28,972



27,750



10,552



13,720



14,857Shareholders equity


257,020



237,091



242,742



247,126



213,083




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  We have included forward-looking statements in
    managements discussion and analysis of financial condition
    and results of operations. All statements, other than statements
    of historical fact, included in this report that address
    activities, events or developments that we expect or anticipate
    will or may occur in the future, or that necessarily depend upon
    future events, including such matters as our expectations with
    respect to future financial performance, future capital
    expenditures, business strategy, competitive strengths, goals,
    expansion, market and industry developments and the growth of
    our businesses and operations, are forward-looking
    statements.
  The following discussion and analysis should be read in
    conjunction with the consolidated financial statements and
    related notes and other financial information appearing
    elsewhere in this Annual Report on
    Form 10-K.
    Actual results could differ materially from those anticipated in
    the forward-looking statements as a result of a variety of
    factors, including those addressed at the end of this item and
    those discussed under the caption Risk Factors in
    Item 1A. of this Annual Report on
    Form 10-K.
    The historical results of operations are not necessarily
    indicative of future results.
  Overview
    
    Aviation  Includes the aviation
    business in Canada, and the Sky Connect and Formation
    businesses, which were acquired in August 2008 and January 2009,
    respectively. Aviation serves the AeroConnectivity market. It
    designs and develops satellite-based communications solutions
    through a broad array of terminals and antennas for the
    aeronautical market that enable end-users in aircraft to
    communicate over satellite and
    air-to-ground
    links. This segment also builds in-cabin connection devices and
    computers to process data on board aircraft, including rugged
    data storage, airborne connectivity,
    air-to-ground
    connectivity, and data recording and replay;
    Defense & Space
    (D&S)  Supplies highly
    engineered subsystems for defense electronics and sophisticated
    satellite applications to the AeroConnectivity market.
    D&S products, applications and services support four
    major areas  Space, RADAR, Satellite Communications
    (Satcom) and Datalinks which provide military
    communications, surveillance, electronic warfare, and
    countermeasures, as well as commercial communications
    technologies and subsystems in support of high-definition
    television, satellite radio, and live TV for innovative airlines;
    LXE  Provides rugged mobile
    terminals and wireless data networks used for logistics
    applications such as distribution centers, warehouses and
    container ports. LXE serves the Global Resource Management broad
    market, and operates mainly in three target markets: the
    Americas market, which is comprised of North, South and Central
    America; and the International market, which is comprised of all
    other geographic areas, with the highest concentration in
    Europe; and direct sales to original equipment manufacturers
    (OEM); and
    Global Tracking  Includes the
    asset tracking and emergency management operations of our
    Aviation business in Canada, and the Satamatics business, which
    was acquired in February 2009. Global Tracking serves the Global
    Resource Management market and provides satellite-based
    machine-to-machine
    mobile communications equipment and services to track, monitor
    and control remote, mobile




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and fixed assets. Additionally, Global Tracking provides
    equipment for the Cospas-Sarsat search and rescue system and
    incident management software for rescue coordination worldwide.  Supplemental Information
      Financial
    and Performance Highlights of 2010
    
    Consolidated net sales reached $355.2 million in 2010 and
    though down slightly from 2009 were the Companys second
    highest level in its history. The recovery in the North American
    markets fueled the resurgence of LXEs logistic business in
    2010, which recorded a $31.8 million increase (nearly 30%)
    in net sales compared with 2009. Net sales from our Global
    Tracking business were also higher, but to a lesser extent.
    These increases were offset by lower net sales at D&S and
    Aviation. The lower net sales at D&S were primarily a
    result of a significant military research project that was
    concluded in 2009 and, therefore, did not contribute to net
    sales in 2010. Aviations lower net sales reflect the
    effects of the global economic slow-down on the markets served
    by that segment. Aviations markets were slower to feel the
    effects of the recession and have been slower to recover.
    Operating income from continuing operations was
    $17.5 million in 2010, with positive operating profits
    contributed by each of our four operating segments. LXE returned
    to profitability in 2010 mainly due to a higher volume of
    product shipments to the North American markets in 2010. 2009
    included a large goodwill impairment charge and higher
    acquisition costs than 2010. Managements cost reduction
    efforts in 2010 and in previous years also led to higher
    profitability in 2010 compared with the previous year. Improved
    margin contribution on the same level of net sales as 2009, and
    controlled spending on selling, marketing and administrative
    expenses also allowed for a higher level of investment in
    research and development efforts than in previous years.
    Certain of our markets continue to see the unfavorable impact of
    the economy and they are not immune to increasing pressures and
    risks. We expect that we will continue to be faced with these
    economic pressures through 2011. The economy and other factors
    could cause a decline in expected future cash flows for one or
    more of our business units and it is reasonably possible that we
    may be required to recognize impairment losses related to
    goodwill or other long-lived assets.  Description
    of Net Sales, Costs and Expenses
  Net
    sales




---



##### Table of Contents



605-25, Revenue Recognition-Multiple-Element Arrangements 985-605, Software-Revenue Recognition percentage-of-completion cost-at-completion cost-at-completion cost-at-completion
  percentage-of-completion
  Cost of
    sales
      cost-of-sales cost-of-sales cost-of-sales
    Selling,
    general and administrative expenses




---



##### Table of Contents



Research
    and development expenses
    Acquisition-related
    items
    Impairment
    loss on goodwill
  Intangibles-Goodwill and Other
  Interest
    income
    Interest
    expense
    Foreign
    exchange gains and losses




---



##### Table of Contents



Income
    taxes
        Discontinued
    operations




---



##### Table of Contents



Results
    of Operations
    Years Ended December 312010


2009


2008Product net sales

$
297,354



83.7
%

$
281,153



78.1
%

$
273,268



81.6
%Service net sales


57,871



16.3



78,819



21.9



61,777



18.4Net sales


355,225



100.0



359,972



100.0



335,045



100.0Product cost of sales


201,206



67.7



194,443



69.2



175,837



64.4Service cost of sales


24,500



42.3



47,637



60.4



38,048



61.6Cost of sales


225,706



63.5



242,080



67.3



213,885



63.8Selling, general and administrative expenses


90,080



25.4



86,481



24.0



81,426



24.3Research and development expenses


20,970



5.9



18,947



5.3



20,110



6.0Impairment loss on goodwill and related charges


384



0.1



19,891



5.5



-



-Acquisition-related items


563



0.2



7,206



2.0



-



-Operating income (loss)


17,522



4.9



(14,633
)


(4.1
)


19,624



5.9Interest income


498



0.1



207



0.1



2,430



0.7Interest expense


(1,904
)


(0.4
)


(2,181
)


(0.6
)


(1,679
)


(0.5
)Foreign exchange (loss) gain, net


(192
)


(0.1
)


(808
)


(0.2
)


(586
)


(0.2
)Earnings (loss) from continuing operations before income taxes


15,924



4.5



(17,415
)


(4.8
)


19,789



5.9Income tax (expense) benefit


(1,859
)


(0.5
)


4,266



1.1



682



0.2Earnings (loss) from continuing operations


14,065



4.0



(13,149
)


(3.7
)


20,471



6.1Loss from discontinued operations


-



-



(6,916
)


(1.9
)


-



-Net earnings (loss)

$
14,065



4.0
%

$
(20,065
)


(5.6
)%

$
20,471



6.1
%   Years
    ended December 31, 2010 and 2009:




---



##### Table of Contents



cost-of-sales cost-of-sales cost-of-sales cost-of-sales




---



##### Table of Contents



Years
    ended December 31, 2009 and 2008:
  air-to-ground
    cost-of-sales cost-of-sales cost-of-sales cost-of-sales cost-of-sales cost-of-sales




---



##### Table of Contents








---



##### Table of Contents



Segment
    Analysis
  cost-of-sales
  PercentageYears Ended


Increase (Decrease)2010


2009


2008


2010 vs 2009


2009 vs 2008Net sales:Aviation

$
106,787



123,909



92,724



(13.8
)%


33.6Defense & Space


67,906



91,579



76,643



(25.8
)


19.5LXE


141,217



109,441



145,885



29.0



(25.0
)Global Tracking


40,676



35,043



19,793Less intercompany sales


(1,361
)






Total

$
355,225



359,972



335,045



(1.3
)


7.4Cost of sales percentage:Aviation


64.3
%


63.0



54.9



1.3



8.1Defense & Space


75.3



80.1



77.0



(4.8
)


3.1LXE


59.7



63.6



60.3



(3.9
)


3.3Global Tracking


49.4



59.6



76.2



(10.2
)


(16.6
)Total


63.5



67.2



63.8



(3.7
)


3.4Operating income (loss):Aviation

$
6,299



10,959



15,315



(42.5
)


(28.4
)Defense & Space


6,092



7,314



6,381



(16.7
)


14.6LXE


7,522



(26,531
)


2,861




(2)



(2)Global Tracking


1,540



424



(1,128
)


263.2




(2)Corporate & Other


(3,931
)


(6,799
)


(3,805
)



(2)



(2)Total

$
17,522



(14,633
)


19,624




(2)



(2)Adjusted
    EBITDA(1)Aviation

$
14,254



20,166



19,918



(29.3
)


1.2Defense & Space


9,521



10,905



9,641



(12.7
)


13.1LXE


11,339



(3,184
)


6,950




(2)


(145.8
)Global Tracking


5,323



4,324



(647
)


23.1




(2)Corporate & Other


(160
)


3,480



443



(104.6
)


685.6Total

$
40,277



35,691



36,305



12.8



(1.7
)   (1)
    Adjusted EBITDA is a financial measure that is not defined with
    generally accepted accounting principles (GAAP) in
    the United States. See section entitled Adjusted
    EBITDA for an explanation of this measure and a
    reconciliation to net earnings.(2)
    The percentage change is not calculable or not meaningful.  Aviation: air-to-ground air-to-ground




---



##### Table of Contents



air-to-ground
  cost-of-sales cost-of-sales
  cost-of-sales
  air-to-ground air-to-ground year-over-year.
  Defense & Space:




---



##### Table of Contents



cost-of-sale
  off-the-shelf
    LXE:




---



##### Table of Contents



cost-of-sales
  cost-of-sales cost-of-sales
    Global Tracking:




---



##### Table of Contents



cost-of-sales cost-of-sales cost-of-sales
  cost-of-sales
    Supplemental
    Information
  cost-of-sales




---



##### Table of Contents



Years Ended December 312010


2009


2008Net sales:Aviation

$
106,787



123,909



92,724Defense & Space


67,906



91,579



76,643AeroConnectivity


174,693



215,488



169,367LXE


141,217



109,441



145,885Global Tracking


39,315



35,043



19,793Global Resource Management


180,532



144,484



165,678Total

$
355,225



359,972



335,045Cost of sales percentage:Aviation


64.3
%


63.0



54.9Defense & Space


75.3



80.1



77.0AeroConnectivity


68.6



70.3



64.9LXE


59.7



63.6



60.3Global Tracking


49.4



59.6



76.2Global Resource Management


57.4



62.6



62.2Total


63.5



67.2



63.8   Years Ended December 312010


2009


2008Operating income (loss):Aviation

$
6,299



10,959



15,315Defense & Space


6,092



7,314



6,381AeroConnectivity


12,391



18,273



21,696LXE


7,522



(26,531
)


2,861Global Tracking


1,540



424



(1,128
)Global Resource Management


9,062



(26,107
)


1,733Corporate & Other


(3,931
)


(6,799
)


(3,805
)Total

$
17,522



(14,633
)


19,624Adjusted EBITDAAviation

$
14,254



20,166



19,918Defense & Space


9,521



10,905



9,641AeroConnectivity


23,775



31,071



29,559LXE


11,339



(3,184
)


6,950Global Tracking


5,323



4,324



(647
)Global Resource Management


16,662



1,140



6,303Corporate & Other


(160
)


3,480



443Total

$
40,277



35,691



36,305




---



##### Table of Contents



Adjusted
    EBITDA (a non-GAAP financial measure)
    Global


Corp &Aviation


D&S


LXE


Tracking


Other


TotalYear Ended December 31, 2010Net earnings





















$
14,065Income tax expense






















1,859Earnings (loss) from continuing operations before income taxes

$
5,849



6,100



7,762



1,596



(5,383
)


15,924Interest expense


4



-



-



3



1,897



1,904Depreciation and amortization


8,138



3,195



3,320



3,651



1,241



19,545Impairment loss on goodwill and related charges


-



-



-



-



384



384Stock-based compensation


263



226



257



73



1,138



1,957Acquisition-related items


-



-



-



-



563



563Adjusted EBITDA

$
14,254



9,521



11,339



5,323



(160
)

$
40,277Year Ended December 31, 2009Net loss





















$
(20,065
)Loss from discontinued operations






















6,916Income tax benefit from continuing operations






















(4,266
)Earnings (loss) from continuing operations before income taxes

$
11,383



7,315



(26,708
)


758



(10,163
)


(17,415
)Interest expense


68



-



93



-



2,020



2,181Depreciation and amortization


8,577



3,367



3,345



3,540



1,160



19,989Impairment loss on goodwill


-



-



19,891



-



-



19,891Stock-based compensation


138



223



195



26



1,887



2,469Acquisition-related items


-



-



-



-



7,206



7,206Acquisition-related foreign exchange adjustment


-



-



-



-



1,370



1,370Adjusted EBITDA

$
20,166



10,905



(3,184
)


4,324



3,480


$
35,691Year Ended December 31, 2008Net earnings





















$
20,471Income tax benefit






















(682
)Earnings (loss) before income taxes

$
15,098



6,347



2,955



(1,127
)


(3,484
)


19,789Interest expense


62



40



406



-



1,171



1,679Depreciation and amortization


4,609



3,023



3,363



480



1,023



12,498Stock-based compensation


149



231



226



-



1,733



2,339Adjusted EBITDA

$
19,918



9,641



6,950



(647
)


443


$
36,305




---



##### Table of Contents



Discontinued
    Operations:




---



##### Table of Contents



Backlog
    December 312010


2009Aviation

$
38,049



49,826Defense & Space


73,058



89,596LXE


29,106



22,019Global Tracking


15,449



16,807Total

$
155,662



178,248     Liquidity
    and Capital Resources




---



##### Table of Contents








---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Commitments
    and Contractual Obligations
    Payments due by periodLess than


1-3


4-5


After 5Total


1 year


years


years


yearsPurchase commitments (1)

$
50,724



50,379



345



-



-Long-term debt, excluding capital lease obligations (2)


27,476



1,613



23,922



1,941



-Operating lease obligations


20,942



4,639



7,307



5,181



3,815Acquisition costs for earn-out provisions


944



944



-



-



-Uncertain tax positions


3,410



3,410



-



-



-Deferred compensation agreements


571



138



84



25



324   (1)
    
    Purchase commitments primarily represent existing commitments
    under purchase orders or contracts to purchase inventory and raw
    materials for our products. Most of these purchase orders and
    contracts can be terminated for a fee that is either fixed or
    based on when termination occurs.(2)
    
    Excludes interest payments on long-term debt. Future interest
    expense is unpredictable and varies depending on the level of
    borrowings outstanding, and the timing of repayments, and
    therefore has not been included in the above table. Interest
    payments in 2010 were approximately $1.7 million. There was
    approximately $40,000 of accrued interest as of
    December 31, 2010.  Critical
    Accounting Policies
    Revenue
    recognition
  (percentage-of-completion




---



##### Table of Contents



percentage-of-completion recognized-to-date percentage-of-completion cost-at-completion
  percentage-of-completion percentage-of-completion
  and/or
  percentage-of-completion
  605-25, Revenue Recognition-Multiple-Element Arrangements 985-605, Software-Revenue Recognition,




---



##### Table of Contents



Inventory
    valuation
    Evaluation
    of fair value measurements
  Fair Value Measurements and
    Disclosures
  
    Level 1  Observable inputs consisting of quoted
    prices in active markets;
    Level 2  Inputs, other than quoted prices in
    active markets, that are observable either directly or
    indirectly; and
    Level 3  Unobservable inputs in which there is
    little or no market data, which require the reporting entity to
    develop its own assumptions.  Business
    combinations
  Business Combinations Business
    Combinations
  Income Taxes




---



##### Table of Contents



Intangibles 
    Goodwill and Other
    360-35, Impairment or Disposal of Long-Lived Assets
  Evaluation
    of long-lived assets for impairment
    Evaluation
    of goodwill for impairment




---



##### Table of Contents



Evaluation
    of contingencies related to discontinued
    operations
      Participation
    payments




---



##### Table of Contents



and/or
    
    Changes in market conditions could affect product sales under a
    program. In particular, the commercial aerospace market has been
    historically cyclical and subject to downturns during periods of
    weak economic conditions, which could be prompted or exacerbated
    by political or other domestic or international events;
    Bankruptcy or other significant financial difficulties of our
    customers; and
    Our ability to produce products according to the customers
    design specifications.    Income
    taxes
    740-10-05, Income Taxes




---



##### Table of Contents



Stock-based
    compensation
    Risk
    Factors and Forward-Looking Statements
    
    economic conditions in the U.S. and abroad and their effect
    on capital spending in our principal markets;
    difficulty predicting the timing of receipt of major customer
    orders, and the effect of customer timing decisions on our
    results;
    our successful completion of technological development programs
    and the effects of technology that may be developed by, and
    patent rights that may be held or obtained by, competitors;
    U.S. defense budget pressures on near-term spending
    priorities;
    uncertainties inherent in the process of converting contract
    awards into firm contractual orders in the future;
    volatility of foreign currency exchange rates relative to the
    U.S. dollar and their effect on purchasing power by
    international customers, and on the cost structure of our
    operations outside the U.S., as well as the potential for
    realizing foreign exchange gains and losses associated with
    assets or liabilities denominated in foreign currencies;
    successful resolution of technical problems, proposed scope
    changes, or proposed funding changes that may be encountered on
    contracts;
    changes in our consolidated effective income tax rate caused by
    the extent to which actual taxable earnings in the U.S., Canada
    and other taxing jurisdictions may vary from expected taxable
    earnings, changes in tax laws, and the extent to which
    determined tax assets are considered realizable;




---



##### Table of Contents




    successful transition of products from development stages to an
    efficient manufacturing environment;
    changes in the rates at which our products are returned for
    repair or replacement under warranty;
    customer response to new products and services, and general
    conditions in our target markets (such as logistics and
    space-based communications) and whether these responses and
    conditions develop according to our expectations;
    the increased potential for asset impairment charges as
    unfavorable economic or financial market conditions or other
    developments might affect the estimated fair value of one or
    more of our business units;
    the success of certain of our customers in marketing our line of
    high-speed commercial airline communications products as a
    complementary offering with their own lines of avionics products;
    the availability of financing for various mobile and high-speed
    data communications systems;
    risk that the unsettled conditions in the credit markets may
    make it more difficult for some customers to obtain financing
    and adversely affect their ability to pay, which in turn could
    have an adverse impact on our business, operating results and
    financial condition;
    development of successful working relationships with local
    business and government personnel in connection with
    distribution and manufacture of products in foreign countries;
    the demand growth of various mobile and high-speed data
    communications services;
    our ability to attract and retain qualified senior management
    and other personnel, particularly those with key technical
    skills;
    our ability to effectively integrate our acquired businesses,
    products or technologies into our existing businesses and
    products, and the risk that any such acquired businesses,
    products or technologies do not perform as expected, are subject
    to undisclosed or unanticipated liabilities, or are otherwise
    dilutive to our earnings;
    the potential effects, on cash and results of discontinued
    operations, of final resolution of potential liabilities under
    warranties and representations that we made, and obligations
    assumed by purchasers, in connection with our dispositions of
    discontinued operations;
    the availability, capabilities and performance of suppliers of
    basic materials, electronic components and sophisticated
    subsystems on which we must rely in order to perform according
    to contract requirements, or to introduce new products on the
    desired schedule;
    uncertainties associated with U.S. export controls and the
    export license process, which restrict our ability to hold
    technical discussions with customers, suppliers and internal
    engineering resources and can reduce our ability to obtain sales
    from customers outside the U.S. or to perform contracts
    with the desired level of efficiency or profitability;
    Our ability to maintain compliance with the requirements of the
    Federal Aviation Administration and the Federal Communications
    Commission, and with other government regulations affecting our
    products and their production, service and functioning; and
    Costs associated with a recent shareholder announcement that it
    intends to nominate four directors to our Board.  Form 10-K




---



##### Table of Contents



Effect of
    New Accounting Pronouncements
   
    Recently Issued Pronouncements Not Yet Adopted
    2009-13, Revenue Recognition  Multiple-Deliverable Revenue
    Arrangements, 2009-13:
  
    Eliminates the requirement for objective evidence of fair value
    of an undelivered item for treatment of the delivered item as a
    separate unit of accounting;
    Requires use of the relative selling price method for allocating
    total consideration to elements of the arrangement instead of
    the relative-fair-value method or the residual method;
    Allows the use of an estimated selling price for any element
    within the arrangement to allocate consideration to individual
    elements when vendor-specific objective evidence or other third
    party evidence of selling price do not exist; and
    Expands the required disclosures.  2009-14, Software  Certain Revenue Arrangements That
    Include Software Elements 2009-14
  2009-14 2009-13.
  2010-17, Milestone Method of Revenue Recognition,




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Government-obligations money market funds, other money market
    instruments, and interest-bearing time deposits, with maturity
    dates of less than 3 months interest payable monthly at
    variable rates (a weighted-average rate of 0.95% at
    December 31, 2010)

$
24,472Revolving credit agreement with U.S. and Canadian banks,
    maturing in February 2013, interest payable quarterly at a
    variable rate (3.75% at December 31, 2010)

$
21,000         Exchange RateFunctionalCurrency per


USDCurrency

Functional


Denominated


EquivalentDenomination

Currency


Currency


(in thousands)USD


AUD



0.9786


$
3,934USD


CAD



0.9946



1,896USD


EUR



0.7479



1,849GBP


EUR



1.1647



1,632USD


SEK



6.7204



1,342SEK


EUR



0.1113



901EUR


GBP



0.8586



283USD


GBP



0.6411



195Other currencies










184$
12,216




---



##### Table of Contents



Exchange RateFunctionalCurrency per


USDCurrency

Functional


Denominated


EquivalentDenomination

Currency


Currency


(in thousands)Accounts ReceivableUSD


CAD



0.9946


$
15,619USD


EUR



0.7479



1,046GBP


EUR



1.1647



456USD


SEK



6.7204



387EUR


CAD



1.3319



278EUR


GBP



0.8586



259Other currencies










174$
18,219Accounts PayableUSD


CAD



0.9946


$
949GBP


USD



1.5598



227Other currencies










220$
1,396     Exchange RateFunctionalCurrency per


USDCurrency

Functional


Denominated


EquivalentDenomination

Currency


Currency


(in thousands)USD


CAD



0.9946


$
2,311GBP


CAD



1.5513



2,210GBP


USD



1.5598



936AUD


CAD



1.0180



412EUR


CAD



1.3319



320Other currencies










897$
7,086




---



##### Table of Contents



Average

FairNotional

Contract

ValueAmount

Rate

(USD)Foreign currency forward contracts:U.S. dollars (sell for Canadian dollars)


18,500 USD



1.0197


$
467  
  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  (a)
    Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures    Rules 13a-15(e) 15d-15(e)
  (b)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting  Rule 13a-15(f) 15d-15(f)




---



##### Table of Contents



Report of Independent
    Registered Public Accounting Firm
  (c)
    Changes
    in Internal Control Over Financial Reporting    (d)
    Report
    of Independent Registered Public Accounting Firm     Internal ControlIntegrated Framework




---



##### Table of Contents



Internal ControlIntegrated Framework
    KPMG
    LLP




---



##### Table of Contents



Item 9B.
    Other
    Information.   
  PART III
 
  Item 10.
    Directors,
    Executive Officers, and Corporate Governance    www.ems-t.com
   
  Item 11.
    Executive
    Compensation




---



##### Table of Contents



Item 12.
    Security Ownership of Certain Beneficial Owners and Management
    and Related Shareholder Matters
    (c)(a)





Number of securitiesNumber of securities


(b)


remaining available forto be issued upon


Weighted average


future issuance underexercise of


exercise price of


equity compensationoutstanding options,


outstanding options,


(excluding securitiesPlan Category

warrants and rights


warrants and rights


reflected in
    column(a))Equity compensation plans approved by security holders


1,074,734


$
19.18



1,290,350Equity compensation plans not approved by security holders


82,700



17.43



0Total


1,157,434


$
19.06



1,290,350    
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence   
  Item 14.
    Principal
    Accountant Fees and Services   
  PART IV
 
  Item 15.
    Exhibits,
    Financial Statement Schedules    Form 10-K.




---



##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS (in
    thousands):
  Years Ended December 31, 2010, 2009 and 2008AdditionsBalance at

charged to





Balancebeginning

costs and





at endClassification

of year

expenses

Deductions

Other

of yearAllowance for Doubtful Accounts:2008

$
1,104



333



(653
)(a)


72
(b)


8562009


856



921



(679
)(a)


110
(b)


1,2082010


1,208



661



(480
)(a)


-



1,389Valuation Allowance for Deferred Tax Assets:2008

$
49,094



-



(20,545
)(c)


-



28,5492009


28,549



-



-



9,302
(d)


37,8512010


37,851



-



-



2,874
(e)


40,725       beginning-of-the-year
          Form 8-K
  Form 8-K
  Form 10-Q




---



##### Table of Contents



Form 10-Q
  Form 10-K
  Form 10-Q
  Form 8-A/A
  Form 10-Q
  Form 10-Q
  Form 8-K
  Form 10-K
  Form 10-K
  Form 10-K
  Form 10-K
  Form 10-K
  Form 10-K




---



##### Table of Contents



Form 10-Q
  Form 10-Q
  change-of-control Form 10-K
  change-of-control Form 10-K
  Form 10-K
  Form 10-K
  Form 5-02-08 Form 10-K
  Form 10-K
  Form 10-Q
  Form 5-18-07 Form 10-K
  Form 5/18/07 Form 10-K
  Form 10-K
  Form 10-K




---



##### Table of Contents



Form 10-Q
  Form 10-K
    Form 8-K
  Form 10-Q
  Form 10-Q
  Form 1/25/01 Form 10-K
  Form 1/25/01 Form 10-K
  Form 10-K
  Form 10-K
  Form 02/16/00 Form 10-K
  Form 02/16/00 Form 10-K
  Form 10-Q




---



##### Table of Contents



Form 10-K




---



##### Table of Contents



SIGNATURES
    EMS TECHNOLOGIES, INC.By: /s/ Neilson A. Mackay
    President and Chief Executive Officer

Date: 3/15/2011      Signature

Title

Date/s/  Neilson
    A. MackayNeilson
    A. Mackay

President and Chief Executive Officer (Principal Executive
    Officer)

3/15/2011/s/  Gary
    B. ShellGary
    B. Shell

Senior Vice President, Chief Financial Officer, and Treasurer
    (Principal Financial Officer)

3/15/2011/s/  David
    M. SheffieldDavid
    M. Sheffield

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

3/15/2011/s/  John
    R. BoltonJohn
    R. Bolton

Director

3/15/2011/s/  Hermann
    BuergerHermann
    Buerger

Director

3/15/2011/s/  Joseph
    D. BurnsJoseph
    D. Burns

Director

3/15/2011/s/  John
    R. KreickJohn
    R. Kreick

Director

3/15/2011/s/  John
    B. MowellJohn
    B. Mowell

Director, Chairman of the Board

3/15/2011/s/  Thomas
    W. OConnellThomas
    W. OConnell

Director

3/15/2011/s/  Bradford
    W. ParkinsonBradford
    W. Parkinson

Director

3/15/2011/s/  Norman
    E. ThagardNorman
    E. Thagard

Director

3/15/2011/s/  John
    L. Woodward, Jr.John
    L. Woodward, Jr.

Director

3/15/2011




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public
    Accounting Firm


73Consolidated Statements of Operations 
    Years ended December 31, 2010, 2009 and 2008


74Consolidated Balance Sheets 
    December 31, 2010 and 2009


75Consolidated Statements of Cash Flows 
    Years ended December 31, 2010, 2009 and 2008


77Consolidated Statements of Shareholders
    Equity and Comprehensive Income (Loss)  Years ended
    December 31, 2010, 2009 and 2008


78Notes to Consolidated Financial Statements


79




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Business Combinations Business Combinations
  Internal Control-Integrated Framework




---



##### Table of Contents



EMS
    TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    OPERATIONS (in
    thousands, except per share data)
  Years Ended December 312010


2009


2008Product net sales

$
297,354



281,153



273,268Service net sales


57,871



78,819



61,777Net sales


355,225



359,972



335,045Product cost of sales


201,206



194,443



175,837Service cost of sales


24,500



47,637



38,048Cost of sales


225,706



242,080



213,885Selling, general and administrative expenses


90,080



86,481



81,426Research and development expenses


20,970



18,947



20,110Impairment loss on goodwill and related charges


384



19,891



-Acquistion-related items


563



7,206



-Operating income (loss)


17,522



(14,633
)


19,624Interest income


498



207



2,430Interest expense


(1,904
)


(2,181
)


(1,679
)Foreign exchange loss, net


(192
)


(808
)


(586
)Earnings (loss) from continuing operations before income taxes


15,924



(17,415
)


19,789Income tax (expense) benefit


(1,859
)


4,266



682Earnings (loss) from continuing operations


14,065



(13,149
)


20,471Discontinued operations:Loss from discontinued operations before income taxes


-



(10,917
)


-Income tax benefit


-



4,001



-Loss from discontinued operations


-



(6,916
)


-Net earnings (loss)

$
14,065



(20,065
)


20,471Net earnings (loss) per share:Basic:From continuing operations

$
0.93



(0.87
)


1.32From discontinued operations


-



(0.45
)


-Net earnings (loss)

$
0.93



(1.32
)


1.32Diluted:From continuing operations

$
0.92



(0.87
)


1.31From discontinued operations


-



(0.45
)


-Net earnings (loss)

$
0.92



(1.32
)


1.31Weighted-average number of common shares outstanding:Basic


15,191



15,169



15,452Diluted


15,250



15,169



15,628




---



##### Table of Contents



EMS
    TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (in
    thousands)
  December 312010


2009ASSETSCurrent assets:Cash and cash equivalents

$
55,938



47,174Trade accounts receivable, net of allowance for doubtful account
    of $1,389 in 2010 and $1,208 in 2009


68,691



60,959Costs and estimated earnings in excess of billings on long-term
    contracts


21,980



25,290Inventories


41,649



40,655Deferred income taxes


3,891



4,306Other current assets


7,319



19,117Total current assets


199,468



197,501Property, plant and equipment:Land


1,150



1,150Buildings and leasehold improvements


19,115



18,792Machinery and equipment


117,855



107,712Furniture and fixtures


10,850



10,542Total property, plant and equipment


148,970



138,196Less accumulated depreciation


100,587



90,256Net property, plant and equipment


48,383



47,940Deferred income taxes


11,845



9,421Goodwill


60,474



60,336Other intangible assets, net of accumulated amortization of
    $28,079 in 2010 and $18,817 in 2009


41,319



49,256Costs and estimated earnings in excess of billings on long-term
    contracts


8,611



7,771Other assets


2,844



1,920Total assets

$
372,944



374,145




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##### Table of Contents



EMS
    TECHNOLOGIES, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS, continued
    (in thousands, except share data)
  December 312010


2009LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current installments of long-term debt

$
1,496



1,398Accounts payable


24,979



27,333Billings in excess of contract costs and estimated earnings on
    long-term contracts


8,593



7,100Accrued compensation and retirement costs


20,626



13,946Deferred service revenue


10,897



11,670Contingent consideration arrangement liability


944



13,729Other current liabilities


6,002



23,763Total current liabilities


73,537



98,939Long-term debt, excluding current installments


27,476



26,352Deferred income taxes


4,859



5,757Other liabilities


10,052



6,006Total liabilities


115,924



137,054Shareholders equity:Preferred stock of $1.00 par value per share; Authorized
    10,000 shares; none issued


-



-Common stock of $.10 par value per share; Authorized
    75,000 shares, issued and outstanding 15,311 in 2010 and
    15,249 in 2009


1,531



1,525Additional paid-in capital


138,138



136,112Accumulated other comprehensive income  foreign
    currency translation adjustment


9,898



6,066Retained earnings


107,453



93,388Total shareholders equity


257,020



237,091Commitments and contingenciesTotal liabilities and shareholders equity

$
372,944



374,145




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##### Table of Contents



EMS
    TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Years Ended December 31(in thousands)

2010


2009


2008Cash flows from operating activities:Net earnings (loss)

$
14,065


$
(20,065
)


20,471Adjustments to reconcile net earnings (loss) to net cash
    provided by operating activities:Depreciation and amortization


19,545



19,989



12,498Impairment loss on goodwill


-



19,891



-Deferred income taxes


(2,512
)


(4,629
)


(2,400
)Gain (loss) on sale of assets


120



78



(64
)Loss from discontinued operations


-



6,916



-Stock-based compensation expense


1,957



2,470



2,339Tax benefit for exercise of stock options


1



133



203Change in fair value of contingent cosideration liability


304



3,229



-Excess tax benefits from stock-based compensation


-



(23
)


(75
)Payment for acquisition of businesses under contingent
    consideration arrangements


(3,260
)


-



-Changes in operating assets and liabilities, net of effects of
    acquisitions:Trade accounts receivable


(7,656
)


12,575



(5,584
)Costs and estimated earnings in excess of billings on long-term
    contracts


3,246



1,628



(7,991
)Billings in excess of costs and estimated earnings on long-term
    contracts


1,707



1,062



1,582Inventories


(446
)


6,957



(7,801
)Accounts payable


(3,034
)


(5,026
)


1,076Income taxes


3,881



893



(993
)Deferred revenue


3,524



(31
)


3,588Accrued compesation and retirement costs


6,543



(1,994
)


819Other


1,092



(1,786
)


(1,217
)Net cash provided by operating activities in continuing
    operations


39,077



42,267



16,451Net cash used in operating activities in discontinued operations


(12,574
)


(555
)


-Net cash provided by operating activities


26,503



41,712



16,451Cash flows from investing activities:Purchases of property, plant and equipment


(10,954
)


(13,433
)


(13,869
)Payments for acquisitions of businesses, net of cash acquired


-



(87,264
)


(32,354
)Proceeds from sales of assets


305



58



1,371Net cash used in investing activities


(10,649
)


(100,639
)


(44,852
)Cash flows from financing activities:Net borrowings under revolving credit facility


2,500



18,500



-Repayment of other debt


(1,276
)


(1,294
)


(3,159
)Deferred financing costs paid


(27
)


(251
)


(1,254
)Payment for acquisition of business under contingent
    consideration arrangement


(9,829
)


-



-Payments for repurchase and retirement of common shares


(61
)


(374
)


(9,963
)Excess tax benefits from stock-based compensation


-



23



75Proceeds from exercise of stock options


135



620



925Net cash provided by (used in) financing activities


(8,558
)


17,224



(13,376
)Effect of changes in exchange rates on cash and cash equivalents


1,468



1,898



(5,203
)Net change in cash and cash equivalents


8,764



(39,805
)


(46,980
)Cash and cash equivalents at beginning of period


47,174



86,979



133,959Cash and cash equivalents at end of period

$
55,938


$
47,174



86,979Supplemental disclosure of cash flow information:Cash paid for interest

$
1,729


$
1,839



1,094Cash paid for income taxes


768



983



2,289




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##### Table of Contents



EMS
    TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS) (in
    thousands)
  Three Years Ended December 31, 2010Accum-ulatedotherCompre-


compre-





TotalAdditional


hensive


hensive





share-Common Stock


paid-in


income


income


Retained


holdersShares


Amount


capital


(loss)


(loss)


earnings


equityBalance, December 31, 2007


15,581


$
1,558



139,727







12,859



92,982



247,126Net earnings


-



-



-



20,471



-



20,471



20,471Tax benefit for exercise of stock options


-



-



203



-



-



-



203Exercise of common stock options


56



6



989



-



-



-



995Redemption of shares upon exercise of common stock options


(3
)


-



(70
)


-



-



-



(70
)Repurchases of common stock


(480
)


(48
)


(9,915
)


-



-



-



(9,963
)Stock-based compensation


34



3



2,336



-



-



-



2,339Foreign currency translation adjustment


-



-



-



(18,359
)


(18,359
)


-



(18,359
)Comprehensive income for 2008














2,112Balance, December 31, 2008


15,188



1,519



133,270







(5,500
)


113,453



242,742Net loss


-



-



-



(20,065
)


-



(20,065
)


(20,065
)Tax benefit for exercise of stock options


-



-



133



-



-



-



133Exercise of common stock options


48



5



663



-



-



-



668Redemption of shares upon exercise of common stock options


(2
)


-



(47
)


-



-



-



(47
)Repurchases of common stock


(27
)


(3
)


(373
)


-



-



-



(376
)Stock-based compensation


42



4



2,466



-



-



-



2,470Foreign currency translation adjustment


-



-



-



11,566



11,566



-



11,566Comprehensive loss for 2009














(8,499
)Balance, December 31, 2009


15,249



1,525



136,112







6,066



93,388



237,091Net earnings


-



-



-



14,065



-



14,065



14,065Tax benefit for exercise of stock options


-



-



1



-



-



-



1Exercise of common stock options


9



1



134



-



-



-



135Repurchases of common stock


(4
)


-



(61
)


-



-



-



(61
)Stock-based compensation


57



5



1,952



-



-



-



1,957Foreign currency translation adjustment


-



-



-



3,832



3,832



-



3,832Comprehensive income for 2010














17,897Balance December 31, 2010


15,311


$
1,531



138,138







9,898



107,453



257,020




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    DECEMBER 31, 2010, 2009 and 2008  (1) BASIS
    OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
      Regulation S-X Form 10-K.
     Revenue
    Recognition
  tm 605-25, Revenue Recognition-Multiple-Element Arrangements 985-605, Software-Revenue Recognition percentage-of-completion
  percentage-of-completion cost-at-completion




---



##### Table of Contents



percentage-of-completion
  and/or
     Customer-Funded
    Development Arrangements




---



##### Table of Contents



 Government
    Research Incentives
     Participation
    Payments
  and/or
   Cash
    Equivalents
     Inventories
  (first-in, Work-in-process
   Property,
    Plant and Equipment
    Buildings

20 to 40 yearsMachinery and equipment

3 to 8 yearsFurniture and fixtures

4 to 10 years




---



##### Table of Contents



 Long-Lived
    Assets
     Business
    combinations
  Business Combinations.
  Business Combinations Business Combinations
  Income Taxes
   Goodwill
    and Other Intangible Assets
    Intangibles  Goodwill and Other




---



##### Table of Contents



360-10-05, Impairment or Disposal of Long-Lived Assets
  and/or slower-than-expected
   Loss
    Contingencies
     Income
    Taxes




---



##### Table of Contents



 Earnings
    Per Share
      2010


2009


2008Basic weighted-average number of common shares outstanding


15,191



15,169



15,452Dilutive potential shares using the treasury share method


59



-



176Diluted weighted-average number of common shares outstanding


15,250



15,169



15,628Shares that were not included in computation of diluted earnings
    per share that could potentially dilute future basic earnings
    per share because their effect on the periods were antidilutive


619



1,045



341    Stock-Based
    Compensation
     Foreign
    Currency Translation




---



##### Table of Contents



 Comprehensive
    Income
     Derivative
    Financial Instruments
       
    Warranties
     
    Recently Adopted Accounting Pronouncements
  2010-06, Improving Disclosures About Fair Value Measurements 2010-06
   
    Recently Issued Accounting Pronouncements Not Yet
    Adopted
  No. 2010-29, Disclosure of Supplementary Pro Forma Information for
    Business Combinations




---



##### Table of Contents



(2) BUSINESS
    COMBINATIONS




---



##### Table of Contents



Fair Value Measurements and
    Disclosures
        Years EndedDecember 31

December 312009

2008Net sales

$
362,970



383,584(Loss) earnings from continuing operations


(19,475
)


6,397




---



##### Table of Contents



15-year
        (3) GOODWILL
    AND OTHER INTANGIBLE ASSETS
      Aviation


LXE


Global Tracking


TotalBalance as of December 31, 2008

$
11,007



20,395



-



31,402Goodwill acquired during year


24,101



-



23,429



47,530Foreign currency translation adjustment


-



1,295



-



1,295Impairment loss


-



(19,891
)


-



(19,891
)Balance as of December 31, 2009


35,108



1,799



23,429



60,336Foreign currency translation adjustment


-



138



-



138Balance as of December 31, 2010

$
35,108



1,937



23,429



60,474




---



##### Table of Contents



As of December 31, 2010Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountDeveloped technology

$
41,525



19,039



22,486Customer relationships


19,164



4,787



14,377Trade names and trademarks


6,281



1,961



4,320Other


2,428



2,292



136$
69,398



28,079



41,319   As of December 31, 2009Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountDeveloped technology

$
40,385



13,460



26,925Customer relationships


19,052



2,493



16,559Trade names and trademarks


6,208



1,052



5,156Other


2,428



1,812



616$
68,073



18,817



49,256




---



##### Table of Contents



(4) FAIR
    VALUE MEASUREMENTS
    
    Level 1  Observable inputs consisting of quoted
    prices in active markets;
    Level 2  Inputs, other than quoted prices in
    active markets, that are observable either directly or
    indirectly; and
    Level 3  Unobservable inputs in which there is
    little or no market data, which require the reporting entity to
    develop its own assumptions.  Assets
    and Liabilities Measured at Fair Value on a Recurring
    Basis




---



##### Table of Contents



Year EndedDecember 31,
    2010


December 31,
    2009Balance at the beginning of the period

$
13,729



-Acquisitions


-



10,500Fair value adjustment, including accretion


304



3,229Settlements


(13,089
)


-Balance at the end of the period

$
944



13,729     Assets
    and Liabilities Measured at Fair Value on a Nonrecurring Basis
    Subsequent to the Initial Recognition
      (5) BUSINESS
    SEGMENT AND GEOGRAPHIC AREA INFORMATION
    air-to-ground air-to-ground percentage-of-completion




---



##### Table of Contents



percentage-of-completion
    machine-to-machine search-and-rescue percentage-of-completion
  Form 10-K




---



##### Table of Contents



Years Ended December 312010


2009


2008Net sales:Aviation

$
106,787



123,909



92,724Defense & Space


67,906



91,579



76,643LXE


141,217



109,441



145,885Global Tracking


40,676



35,043



19,793Less intercompany sales


(1,361
)


-



-Total

$
355,225



359,972



335,045Operating income (loss):Aviation

$
6,299



10,959



15,315Defense & Space


6,092



7,314



6,381LXE


7,522



(26,531
)


2,861Global Tracking


1,540



424



(1,128
)Corporate & Other


(3,931
)


(6,799
)


(3,805
)Total

$
17,522



(14,633
)


19,624Interest income, net of foreign exchange losses:Aviation

$
(446
)


492



(154
)Defense & Space


8



1



6LXE


240



(84
)


500Global Tracking


59



334



Corporate & Other


445



(1,344
)


1,492Total

$
306



(601
)


1,844Interest expense:Aviation

$
4



68



62Defense & Space


-



-



40LXE


-



93



406Global Tracking


3



-



-Corporate & Other


1,897



2,020



1,171Total

$
1,904



2,181



1,679Earnings (loss) from continuing operations before income taxes:Aviation

$
5,849



11,383



15,099Defense & Space


6,100



7,315



6,347LXE


7,762



(26,708
)


2,955Global Tracking


1,596



758



(1,128
)Corporate & Other


(5,383
)


(10,163
)


(3,484
)Total

$
15,924



(17,415
)


19,789




---



##### Table of Contents



Years Ended December 312010


2009


2008Capital expenditures:Aviation

$
3,014



2,822



4,090Defense & Space


158



5,966



6,105LXE


6,566



3,726



2,957Global Tracking


496



254



295Corporate & Other


720



665



422Total

$
10,954



13,433



13,869Depreciation and amortization:Aviation

$
8,138



8,577



4,609Defense & Space


3,195



3,367



3,023LXE


3,320



3,345



3,363Global Tracking


3,651



3,540



480Corporate & Other


1,241



1,160



1,023Total

$
19,545



19,989



12,498   December 312010


2009Assets:Aviation

$
149,834



144,486Defense & Space


45,968



53,883LXE


78,588



71,632Global Tracking


80,103



75,919Corporate & Other


18,451



28,225Total

$
372,944



374,145     Years Ended December 312010


2009


2008Net sales to customers in the following regions:United States

$
243,369



252,749



202,520Other foreign countries


111,856



107,223



132,525Total

$
355,225



359,972



335,045




---



##### Table of Contents



December 312010


2009Long-lived assets (excluding goodwill) are located in the
    following countries:United States

$
50,123



54,372United Kingdom


21,637



24,442Canada


9,094



8,820Other foreign countries


8,848



9,562Total

$
89,702



97,196Concentration of net assets by geographic region:United States

$
77,006



72,826Canada


68,677



62,239Europe


101,880



97,216Other


9,457



4,810Total

$
257,020



237,091     (6) INVENTORIES
    December 312010


2009Parts and materials

$
24,996



25,221Work-in-process


6,127



5,142Finished goods


10,526



10,292$
41,649



40,655




---



##### Table of Contents



(7) LONG-TERM
    DEBT
    2010


2009Revolving credit loan with a syndicate of banks in the U. S.,
    which matures in February 2013, interest payable monthly at a
    variable rate (3.75% at December 31, 2010)

$
21,000



18,500Promissory note, secured by a first mortgage on the
    Companys headquarters facility, maturing in 2016,
    principal and interest payable in equal monthly installments of
    $104 with a fixed interest rate of 8.0%


5,670



6,370Term loan with an insurance company, secured by a U.S. building,
    maturing in February 2014, principal and interest payable in
    equal monthly installments of $68 with a fixed interest rate of
    7.1%


2,302



2,878Capital lease agreements, secured by machinery and equipment,
    computer hardware, software and peripherals, with various terms
    through 2010, due in quarterly installments with implicit
    interest rates of 4.2%


-



2Total long-term debt


28,972



27,750Less current installments of long-term debt


1,496



1,398Long-term debt, excluding current installments

$
27,476



26,352




---



##### Table of Contents



2011

$
1,4962012


1,6132013


22,7402014


1,1822015


1,133Thereafter


808Total principal maturities

$
28,972     8) STOCK-BASED
    COMPENSATION




---



##### Table of Contents



Outstanding

ExercisableNumber


Weighted


Weighted Average

Number


Weighted


Weighted AverageRange of


of


Average


Remaining

of


Average


RemainingExercise Prices


Shares


Exercise Price


Contractual Life

Shares


Exercise Price


Contractual Life$
11.63 - 13.89



209


$
13.59





46


$
13.1513.90 - 14.93



99



14.08





49



14.2214.94 - 15.80



61



15.60





56



15.6415.81 - 18.98



195



17.57





174



17.6418.99 - 20.00



156



19.33





142



19.3020.01 - 22.74



196



21.13





181



21.0522.75 - 28.67



241



26.06





159



26.61$
11.63 - 28.67



1,157


$
19.06


3.24 years


807


$
19.87



2.62 years   Options with service-based vesting only
     WeightedAverageWeighted


RemainingNumber


Average


Contractual


Aggregateof


Exercise


Life


IntrinsicShares


Price


(in years)


ValueOptions outstanding at December 31, 2009


868


$
20.82Granted


279



14.29Exercised


(9
)


14.97Forfeited or expired


(92
)


22.15Options outstanding at December 31, 2010


1,046



19.01



3.4


$
1,925Options exercisable at December 31, 2010


695



19.93



2.8



811     2010

2009

2008Expected volatility

45%

47%

45% - 46%Expected term (in years)

4.6

4.6

4.8 - 5.0Risk-free rate

1.2% - 2.3%

1.5% - 2.1%

2.9% - 3.0%Expected dividend yield

None

None

None




---



##### Table of Contents



Options with performance-based and service-based vesting
     WeightedAverageWeighted


RemainingNumber


Average


Contractual


Aggregateof


Exercise


Life


IntrinsicShares


Price


(in years)


ValueOptions outstanding at December 31, 2009


126


$
19.28Granted






Exercised






Forfeited or expired


(14
)


18.05Options outstanding at December 31, 2010


112



19.44



1.3


$
-Options exercisable at December 31, 2010


112



19.44



1.3



-     Nonvested stock awards
    Weighted-Number


Averageof


Grant-DateShares


Fair ValueNonvested stock outstanding at December 31, 2009


71


$
21.77Granted


71



14.25Vested


(22
)


22.23Forefeited


(14
)


18.87Nonvested stock outstanding at December 31, 2010


106


$
16.97




---



##### Table of Contents



9) INCOME
    TAXES
    2010


2009


2008Income tax benefit (expense), continuing operations

$
(1,859
)


4,266



682Income tax benefit, discontinued operations


-



4,001



-Income tax benefit resulting from exercise of stock options
    credited to shareholders equity


1



133



203Total

$
(1,858
)


8,400



885     2010


2009


2008Current:Federal

$
(1,181
)


(42
)


(1,460
)State


(237
)


(128
)


(176
)Foreign


(2,953
)


(193
)


(689
)Total


(4,371
)


(363
)


(2,325
)Deferred:Federal


1,489



4,646



1,569State


232



5



9Foreign


791



(22
)


1,429Total


2,512



4,629



3,007Total income tax (expense) benefit

$
(1,859
)


4,266



682




---



##### Table of Contents



2010


2009


2008(Expense) benefit computed at the federal statutory rate

$
(5,414
)


5,921



(6,728
)Effect of:State income taxes, net of federal income tax effects


(3
)


(81
)


(110
)Tax credits from research activities


4,355



7,359



1,716Difference in effective foreign tax rates


734



(41
)


222Valuation allowance


(1,253
)


(168
)


5,518Foreign permanent differences


100



341



6Foreign income inclusions


(220
)


(52
)


Nondeductible goodwill impairment






(6,763
)


Nondeductible acquisition-related items


(191
)


(2,450
)


Other


33



200



58Income tax (expense) benefit

$
(1,859
)


4,266



682     2010


2009Deferred tax assets:Inventories

$
1,636



1,353Accrued compensation costs


1,721



2,499Accrued warranty costs


1,277



1,278Foreign research expense and tax credit carryforwards


41,341



40,241U.S. and foreign net operating loss carryforwards


5,569



4,932Credit for corporate minimum tax


668



709U.S. research and development credit carryforwards


8,115



7,714Stock-based compensation


2,667



2,283Other


3,097



2,388Total gross deferred tax assets


66,091



63,397Valuation allowance


(40,725
)


(37,851
)25,366



25,546Deferred tax liabilities:Property, plant and equipment


3,188



3,715Intangible assets


10,862



13,132Other


439



72914,489



17,576Net deferred tax assets

$
10,877



7,970




---



##### Table of Contents



beginning-of-the-year
    20-year




---



##### Table of Contents



2010


2009Balance as of January 1

$
2,019



2,949Increases related to current year tax positions


1,354



917Increases related to prior year tax positions


66



5Decreases related to lapsing of statute of limitations


(4
)


(6
)Decreases related to settlements with taxing authorities


(9
)


(1,915
)Changes in foreign currency exchange rate


(16
)


69Balance as of December 31

$
3,410



2,019         (10) DISCONTINUED
    OPERATIONS




---



##### Table of Contents



(11) RETIREMENT
    PLANS
  2 3
  years-of-service




---



##### Table of Contents



(12) OTHER
    EQUITY MATTERS
        (13) COMMITMENTS
    AND CONTINGENCIES




---



##### Table of Contents



Years Ended December 312010


2009


2008Balance at beginning of the period

$
4,085



2,789



2,647Additions at dates of acquisition for businesses acquired during
    period


-



464



-Accruals for warranties issued during the period


3,131



4,858



3,308Settlements made during the period


(3,011
)


(4,026
)


(3,166
)Balance at end of period

$
4,205



4,085



2,789     (14) LITIGATION




---



##### Table of Contents



(15) SELECTED
    QUARTERLY FINANCIAL DATA 
    (UNAUDITED)
    2010 Quarters EndedApril 3


July 3


October 2


December 31Net sales

$
82,902



88,477



85,723



98,123Operating income


1,924



5,174



4,268



6,155Net earnings


591



3,868



3,471



6,135Net earnings per share:Basic

$
0.04



0.25



0.23



0.40Diluted


0.04



0.25



0.23



0.402009 Quarters EndedApril 4


July 4


October 3


December 31Net sales

$
92,278



96,938



85,731



85,025Operating (loss) income


(1,942
)


3,355



2,566



(18,612
)(Loss) earnings from continuing operations


(2,968
)


3,186



5,989



(19,356
)Loss from discontinued operations


-



-



(709
)


(6,207
)Net (loss) earnings


(2,968
)


3,186



5,280



(25,563
)Net (loss) earnings per share:Basic:Continuing operations

$
(0.20
)


0.21



0.39



(1.27
)Discontinued operations


-



-



(0.05
)


(0.41
)Net (loss) earnings

$
(0.20
)


0.21



0.34



(1.68
)Diluted:Continuing operations

$
(0.20
)


0.21



0.39



(1.27
)Discontinued operations


-



-



(0.05
)


(0.41
)Net (loss) earnings

$
(0.20
)


0.21



0.34



(1.68
)