##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-Q





(Mark One)



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: November 30, 2008

OR



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 0-14820

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 22-2408354                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3130 Gateway Drive P.O. Box 5625 Norcross, Georgia             |  | 30091-5625                          
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number: (770) 441-2051

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one):



|                                            |  |                               
|------------------------------------------- |  | ------------------------------
|Large accelerated filer    x                |  | Accelerated filer     ̈        
|Non-accelerated filer     ̈                  |  | Smaller reporting company     ̈
|(do not check if smaller reporting company) |  |                               





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

Indicate the number of shares outstanding of each
of the issuers classes of common stock, as of the latest practicable date.

As of December 31, 2008: Common Stock, $0.10 Par
Value  70,352,077









---

##### Table of Contents

IMMUCOR, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.        FINANCIAL INFORMATION



|                                  |  |                                                                                                                                                      |  |   
|--------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|Item 1.                           |  | Financial Statements                                                                                                                                 |  |   
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Balance Sheets as of November 30, 2008 (unaudited) and May 31, 2008                                                           |  | 3 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statements of Income for the three and six months ended November 30, 2008 and November 30, 2007 (unaudited)                   |  | 4 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statement of Shareholders Equity and Comprehensive Income for the period June 1, 2008 through
 November 30, 2008 (unaudited) |  | 5 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2008 and November 30, 2007 (unaudited)                         |  | 6 
|                                  |  |                                                                                                                                                     
|                                  |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                                                     |  | 7 
|                                  |  |                                                                                                                                                     
|Item 2.                           |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                |  | 18
|                                  |  |                                                                                                                                                     
|Item 3.                           |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                           |  | 29
|                                  |  |                                                                                                                                                     
|Item 4.                           |  | Controls and Procedures                                                                                                                              |  | 29
|                                  | 
|PART II.        OTHER INFORMATION |  |                                                                                                                                                     
|                                  |  |                                                                                                                                                     
|Item 1.                           |  | Legal Proceedings                                                                                                                                    |  | 29
|                                  |  |                                                                                                                                                     
|Item 1A.                          |  | Risk Factors                                                                                                                                         |  | 30
|                                  |  |                                                                                                                                                     
|Item 2.                           |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                          |  | 32
|                                  |  |                                                                                                                                                     
|Item 4.                           |  | Submission of Matters to a Vote of Security Holders                                                                                                  |  | 32
|                                  |  |                                                                                                                                                     
|Item 6.                           |  | Exhibits                                                                                                                                             |  | 32
|                                  |  |                                                                                                                                                     
|                                  |  | SIGNATURES                                                                                                                                           |  | 33



2



---

##### Table of Contents

|ITEM 1. | Financial Statements
|------- | --------------------

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)



|                                                                                                                                                                          |  |                  |         |             |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ----------- | - | -------
|                                                                                                                                                                          |  | November 30,2008 |         | May 31,2008
|                                                                                                                                                                          |  | (Unaudited)      |         |            
|ASSETS                                                                                                                                                                    |  |                  |         |             |   |        
|                                                                                                                                                                          |  |                 
|CURRENT ASSETS:                                                                                                                                                           |  |                  |         |             |   |        
|Cash and cash equivalents                                                                                                                                                 |  | $                | 92,302  |             | $ | 175,056
|Trade accounts receivable, net of allowance for doubtful accounts of $1,925 at November 30, 2008 and $2,024 at May 31,
2008                                               |  |                  | 55,817  |             |   | 52,720 
|Inventories                                                                                                                                                               |  |                  | 34,528  |             |   | 32,228 
|Deferred income tax assets, current portion                                                                                                                               |  |                  | 5,062   |             |   | 6,151  
|Prepaid expenses and other current assets                                                                                                                                 |  |                  | 4,806   |             |   | 5,420  
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total current assets                                                                                                                                                      |  |                  | 192,515 |             |   | 271,575
|                                                                                                                                                                          |  |                 
|PROPERTY AND EQUIPMENT, Net                                                                                                                                               |  |                  | 38,154  |             |   | 36,426 
|GOODWILL                                                                                                                                                                  |  |                  | 94,334  |             |   | 36,758 
|INTANGIBLE ASSETS, Net                                                                                                                                                    |  |                  | 62,598  |             |   | 7,497  
|DEFERRED INCOME TAX ASSETS                                                                                                                                                |  |                  | 6,978   |             |   | 6,996  
|OTHER ASSETS                                                                                                                                                              |  |                  | 884     |             |   | 5,698  
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total assets                                                                                                                                                              |  | $                | 395,463 |             | $ | 364,950
|                                                                                                                                                                          |  |                  |         |             |   |        
|                                                                                                                                                                          |  |                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |  |                  |         |             |   |        
|                                                                                                                                                                          |  |                 
|CURRENT LIABILITIES:                                                                                                                                                      |  |                  |         |             |   |        
|Accounts payable                                                                                                                                                          |  | $                | 8,182   |             | $ | 7,546  
|Accrued expenses and other current liabilities                                                                                                                            |  |                  | 16,085  |             |   | 15,715 
|Income taxes payable                                                                                                                                                      |  |                  | 8,883   |             |   | 6,612  
|Deferred revenue, current portion                                                                                                                                         |  |                  | 10,354  |             |   | 11,146 
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total current liabilities                                                                                                                                                 |  |                  | 43,504  |             |   | 41,019 
|                                                                                                                                                                          |  |                 
|DEFERRED REVENUE                                                                                                                                                          |  |                  | 12,652  |             |   | 13,010 
|DEFERRED INCOME TAX LIABILITIES                                                                                                                                           |  |                  | 1,226   |             |   | 1,031  
|OTHER LONG-TERM LIABILITIES                                                                                                                                               |  |                  | 2,273   |             |   | 2,194  
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total liabilities                                                                                                                                                         |  |                  | 59,655  |             |   | 57,254 
|COMMITMENTS AND CONTINGENCIES (Note 12)                                                                                                                                   |  |                  |         |             |   |        
|SHAREHOLDERS EQUITY:                                                                                                                                                     |  |                  |         |             |   |        
|Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding 70,329,688 and 70,136,225 shares at November 30,
2008 and May 31, 2008, respectively |  |                  | 7,033   |             |   | 7,014  
|Additional paid-in capital                                                                                                                                                |  |                  | 39,472  |             |   | 37,325 
|Retained earnings                                                                                                                                                         |  |                  | 288,354 |             |   | 251,059
|Accumulated other comprehensive income                                                                                                                                    |  |                  | 949     |             |   | 12,298 
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total shareholders equity                                                                                                                                                |  |                  | 335,808 |             |   | 307,696
|                                                                                                                                                                          |  |                  |         |             |   |        
|Total liabilities and shareholders equity                                                                                                                                |  | $                | 395,463 |             | $ | 364,950
|                                                                                                                                                                          |  |                  |         |             |   |        

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



3



---

##### Table of Contents

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)



|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|------------------------------------ |  | ------------------ | ------ | - | ---------------- | - | ------ | ---------------- |  | - | ---------------- | - |  | - | ------- | -
|                                     |  | Three Months Ended |        |   | Six Months Ended |  
|                                     |  | November 30,2008   |        |   | November 30,2007 |   |        | November 30,2008 |  |   | November 30,2007 |  
|NET SALES                            |  | $                  | 73,021 |   |                  | $ | 61,924 |                  |  | $ | 146,197          |   |  | $ | 125,556 |  
|COST OF SALES                        |  |                    | 19,463 |   |                  |   | 20,050 |                  |  |   | 39,214           |   |  |   | 37,802  |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|GROSS PROFIT                         |  |                    | 53,558 |   |                  |   | 41,874 |                  |  |   | 106,983          |   |  |   | 87,754  |  
|OPERATING EXPENSES:                  |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Research and development             |  |                    | 2,896  |   |                  |   | 1,434  |                  |  |   | 4,777            |   |  |   | 3,489   |  
|Selling and marketing                |  |                    | 10,713 |   |                  |   | 7,844  |                  |  |   | 20,182           |   |  |   | 15,413  |  
|Distribution                         |  |                    | 3,549  |   |                  |   | 2,646  |                  |  |   | 7,017            |   |  |   | 5,330   |  
|General and administrative           |  |                    | 7,467  |   |                  |   | 6,278  |                  |  |   | 14,925           |   |  |   | 12,158  |  
|Restructuring expense                |  |                    |       |   |                  |   | 192    |                  |  |   |                 |   |  |   | 723     |  
|Amortization expense and other       |  |                    | 1,071  |   |                  |   | 87     |                  |  |   | 1,596            |   |  |   | 173     |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Total operating expenses             |  |                    | 25,696 |   |                  |   | 18,481 |                  |  |   | 48,497           |   |  |   | 37,286  |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|                                     |  |                    |        |  
|INCOME FROM OPERATIONS               |  |                    | 27,862 |   |                  |   | 23,393 |                  |  |   | 58,486           |   |  |   | 50,468  |  
|                                     |  |                    |        |  
|NON-OPERATING INCOME (EXPENSE):      |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Interest income                      |  |                    | 586    |   |                  |   | 1,131  |                  |  |   | 1,380            |   |  |   | 2,244   |  
|Interest expense                     |  |                    | (77    | ) |                  |   | (86    | )                |  |   | (203             | ) |  |   | (181    | )
|Other, net                           |  |                    | (1,230 | ) |                  |   | 268    |                  |  |   | (1,650           | ) |  |   | 87      |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Total non-operating income (expense) |  |                    | (721   | ) |                  |   | 1,313  |                  |  |   | (473             | ) |  |   | 2,150   |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|                                     |  |                    |        |  
|INCOME BEFORE INCOME TAXES           |  |                    | 27,141 |   |                  |   | 24,706 |                  |  |   | 58,013           |   |  |   | 52,618  |  
|PROVISION FOR INCOME TAXES           |  |                    | 9,803  |   |                  |   | 8,542  |                  |  |   | 20,718           |   |  |   | 18,704  |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|NET INCOME                           |  | $                  | 17,338 |   |                  | $ | 16,164 |                  |  | $ | 37,295           |   |  | $ | 33,914  |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|                                     |  |                    |        |  
|Earnings per share:                  |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Per common sharebasic               |  | $                  | 0.25   |   |                  | $ | 0.23   |                  |  | $ | 0.53             |   |  | $ | 0.49    |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  
|Per common sharediluted             |  | $                  | 0.24   |   |                  | $ | 0.23   |                  |  | $ | 0.52             |   |  | $ | 0.48    |  
|                                     |  |                    |        |   |                  |   |        |                  |  |   |                  |   |  |   |         |  

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



4



---

##### Table of Contents

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME

(Unaudited, amounts in thousands)



|                                                 |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   |         |  
|------------------------------------------------ |  | ------------ | - |  | ------ | ----- | - | ------------------------ | - | ------ | ---------------- |  | ------------------------------------ | ------- |  | ------------------------ | ------- | - |  | - | ------- | -
|                                                 |  |              |   |  |        |       |   | AdditionalPaid-InCapital |   |        | RetainedEarnings |  | AccumulatedOtherComprehensiveIncome* |         |  | TotalShareholdersEquity |        
|                                                 |  | Common Stock |   |  |        |       |  
|                                                 |  | Shares       |   |  | Amount |       |   |                          |   |       
|BALANCE, MAY 31, 2008                            |  | 70,136       |   |  | $      | 7,014 |   |                          | $ | 37,325 |                  |  | $                                    | 251,059 |  | $                        | 12,298  |   |  | $ | 307,696 |  
|Shares issued under employee stock plan          |  | 447          |   |  |        | 45    |   |                          |   | 2,923  |                  |  |                                      |        |  |                          |        |   |  |   | 2,968   |  
|Share-based compensation expense                 |  |             |   |  |        |      |   |                          |   | 2,478  |                  |  |                                      |        |  |                          |        |   |  |   | 2,478   |  
|Stock repurchases and retirements                |  | (253         | ) |  |        | (26   | ) |                          |   | (6,134 | )                |  |                                      |        |  |                          |        |   |  |   | (6,160  | )
|Tax benefits related to share-based compensation |  |             |   |  |        |      |   |                          |   | 2,880  |                  |  |                                      |        |  |                          |        |   |  |   | 2,880   |  
|Comprehensive income:                            |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   |         |  
|Foreign currency translation adjustments         |  |             |   |  |        |      |   |                          |   |       |                  |  |                                      |        |  |                          | (11,349 | ) |  |   | (11,349 | )
|Net income                                       |  |             |   |  |        |      |   |                          |   |       |                  |  |                                      | 37,295  |  |                          |        |   |  |   | 37,295  |  
|                                                 |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   |         |  
|Total comprehensive income                       |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   | 25,946  |  
|                                                 |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   |         |  
|BALANCE, NOVEMBER 30, 2008                       |  | 70,330       |   |  | $      | 7,033 |   |                          | $ | 39,472 |                  |  | $                                    | 288,354 |  | $                        | 949     |   |  | $ | 335,808 |  
|                                                 |  |              |   |  |        |       |   |                          |   |        |                  |  |                                      |         |  |                          |         |   |  |   |         |  



|* | Accumulated Other Comprehensive Income balance primarily consists of foreign currency translation adjustments and has no tax effect.
|- | ------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



5



---

##### Table of Contents

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)



|                                                                                     |  |                  |          |   |                  |   |         |  
|------------------------------------------------------------------------------------ |  | ---------------- | -------- | - | ---------------- | - | ------- | -
|                                                                                     |  | Six Months Ended |         
|                                                                                     |  | November 30,2008 |          |   | November 30,2007 |  
|OPERATING ACTIVITIES:                                                                |  |                  |          |   |                  |   |         |  
|Net income                                                                           |  | $                | 37,295   |   |                  | $ | 33,914  |  
|Adjustments to reconcile net income to net cash provided by operating activities:    |  |                  |          |   |                  |   |         |  
|Depreciation and amortization                                                        |  |                  | 6,313    |   |                  |   | 4,063   |  
|Accretion of acquisition liabilities                                                 |  |                  |         |   |                  |   | 90      |  
|(Profit) Loss on retirement of fixed assets                                          |  |                  | 129      |   |                  |   | (20     | )
|Provision for doubtful accounts                                                      |  |                  | 450      |   |                  |   | 277     |  
|Share-based compensation expense                                                     |  |                  | 2,478    |   |                  |   | 2,032   |  
|Deferred income taxes                                                                |  |                  | 850      |   |                  |   | (3,031  | )
|Excess tax benefit from share-based compensation                                     |  |                  | (2,880   | ) |                  |   | (6,279  | )
|Changes in operating assets and liabilities, net of effects from acquired companies: |  |                  |          |   |                  |   |         |  
|Accounts receivable, trade                                                           |  |                  | (7,519   | ) |                  |   | (3,776  | )
|Income taxes                                                                         |  |                  | 5,578    |   |                  |   | 2,270   |  
|Inventories                                                                          |  |                  | (2,045   | ) |                  |   | (6,073  | )
|Other assets                                                                         |  |                  | (2,968   | ) |                  |   | (123    | )
|Accounts payable                                                                     |  |                  | 156      |   |                  |   | 441     |  
|Deferred revenue                                                                     |  |                  | (1,018   | ) |                  |   | 2,769   |  
|Accrued expenses and other liabilities                                               |  |                  | (4,511   | ) |                  |   | 56      |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|Cash provided by operating activities                                                |  |                  | 32,308   |   |                  |   | 26,610  |  
|                                                                                     |  |                 
|INVESTING ACTIVITIES:                                                                |  |                  |          |   |                  |   |         |  
|Purchases of property and equipment                                                  |  |                  | (3,602   | ) |                  |   | (5,711  | )
|Acquisition of businesses, net of cash acquired                                      |  |                  | (108,537 | ) |                  |   |        |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|Cash used in investing activities                                                    |  |                  | (112,139 | ) |                  |   | (5,711  | )
|                                                                                     |  |                 
|FINANCING ACTIVITIES:                                                                |  |                  |          |   |                  |   |         |  
|Repayments of long-term debt and liabilities                                         |  |                  | (229     | ) |                  |   | (233    | )
|Repurchase of common stock                                                           |  |                  | (5,644   | ) |                  |   | (5,539  | )
|Proceeds from exercise of stock options                                              |  |                  | 2,452    |   |                  |   | 1,794   |  
|Excess tax benefit from share-based compensation                                     |  |                  | 2,880    |   |                  |   | 6,279   |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|Cash provided by (used in) financing activities                                      |  |                  | (541     | ) |                  |   | 2,301   |  
|                                                                                     |  |                 
|EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS                                |  |                  | (2,382   | ) |                  |   | 1,027   |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                     |  |                  | (82,754  | ) |                  |   | 24,227  |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     |  |                  | 175,056  |   |                  |   | 113,551 |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           |  | $                | 92,302   |   |                  | $ | 137,778 |  
|                                                                                     |  |                  |          |   |                  |   |         |  
|SUPPLEMENTAL INFORMATION:                                                            |  |                  |          |   |                  |   |         |  
|Tax paid                                                                             |  | $                | 14,318   |   |                  | $ | 19,464  |  
|Interest paid                                                                        |  |                  | 33       |   |                  |   | 84      |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                         |  |                  |          |   |                  |   |         |  
|Shares surrendered for amounts due on stock options exercised                        |  | $                | 516      |   |                  | $ | 498     |  

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



6



---

##### Table of Contents

IMMUCOR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)



|1. | NATURE OF BUSINESS AND BASIS OF PRESENTATION
|-- | --------------------------------------------

Nature of Business

Immucor, Inc. (Immucor and, together with its wholly owned
subsidiaries, the Company) is in the business of developing, manufacturing and marketing immunological diagnostic medical products. The Company operates facilities in the United States, Canada, Europe and Japan. The unaudited condensed
consolidated financial statements include the accounts of the Company and all of its subsidiaries.

Basis of
Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with
U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information, and the Securities and Exchange Commissions (SEC) instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, unless otherwise disclosed in a separate
note, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been recorded in the interim periods presented. These unaudited, condensed consolidated financial statements should be read in
conjunction with the Companys audited, consolidated financial statements and related notes for the year ended May 31, 2008, included in the Companys Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements present results of operations for the three and six months ended November 30, 2008.
These results are not necessarily indicative of the results that may be achieved for the year ending May 31, 2009, or any other period.

Basis of Consolidation

The condensed consolidated financial statements include the accounts
of Immucor and all its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.



|2. | ACQUISITIONS
|-- | ------------

BioArray

On March 11, 2008, the Company signed an Agreement and Plan of Merger with BioArray Solutions Ltd. (BioArray), a
privately-held company based in Warren, NJ. The Company completed the acquisition of BioArray on August 4, 2008. Pursuant to the agreement, the Company acquired 100% of the outstanding common stock of BioArray for an aggregate purchase price of
$115.6 million, including approximately $2.8 million of acquisition-related transaction costs. The purchase consideration was paid in cash. The Company has included the financial results of BioArray in its consolidated financial statements beginning
August 4, 2008.

The transaction costs included a payment of $1.4 million to TM Capital Corp., an investment bank which has represented
the Company in a number of financial transactions, including the acquisition of BioArray Solutions in August 2008. Michael S. Goldman, one the Companys former directors, is a Managing Director and founding principal of TM Capital
Corp. With the receipt of these fees, as of August 4, 2008 Mr. Goldman no longer qualified as an independent director of the Company under Nasdaq Stock Market listing standards. As a result, Mr. Goldman resigned his
positions as a member of the Compensation Committee and Corporate Governance and Nominating Committee of the Board of Directors as of August 4, 2008 and did not stand for re-election at this years annual meeting of shareholders.

The Company believes that the acquisition will enable the Company to provide innovative molecular diagnostic solutions for the blood
transfusion market that complement its current product line, and that the Companys leadership in blood banking industry automation and BioArrays leadership in molecular diagnostic systems for specialty transfusion applications will allow
Immucor to develop and deliver more precise molecular immunohematology solutions to enhance patient outcomes. The Company also believes this acquisition will open up broader opportunities for the Company in transplantation and transfusion-related
applications.



7



---

##### Table of Contents

The acquisition has been accounted for as a purchase business combination. Assets acquired and
liabilities assumed were recorded at their fair values as of August 4, 2008. Acquisition-related transaction costs include investment banking, legal and accounting fees, and other external costs directly related to the acquisition.

In connection with the transaction, BioArray formed a new company intended to commercialize BioArray technologies in fields outside of blood
transfusion and transplantation. The former equity holders of BioArray hold an 81% ownership interest in the new company, and Immucor, through BioArray and for no additional consideration, holds a 19% ownership interest.

Preliminary Purchase Price Allocation

Under purchase accounting, the total purchase price was allocated to BioArrays net tangible and identifiable intangible assets based on their estimated fair values as of August 4, 2008, as set forth below.
The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation. The Companys estimates and assumptions underlying
the valuation are subject to change. The primary areas of the purchase price allocation that are not yet finalized relate to certain legal and contingent liabilities and deferred income tax matters and residual goodwill.

The following table details the purchase price allocation as of November 30, 2008 (in thousands):



|                             |  |   |         |  
|---------------------------- |  | - | ------- | -
|Current assets               |  | $ | 8,574   |  
|Plant and equipment          |  |   | 1,652   |  
|Goodwill                     |  |   | 57,385  |  
|Developed product technology |  |   | 51,000  |  
|Deferred tax asset           |  |   | 18,963  |  
|Trademarks                   |  |   | 1,600   |  
|Non-compete agreements       |  |   | 1,650   |  
|                             |  |   |         |  
|Total assets acquired        |  |   | 140,824 |  
|Deferred tax liability       |  |   | (18,988 | )
|Liabilities assumed          |  |   | (6,210  | )
|                             |  |   |         |  
|Net assets acquired          |  | $ | 115,626 |  
|                             |  |   |         |  

As of August 4, 2008, the Company made a preliminary determination of the amount of
BioArrays operating loss carryforwards that will be available to reduce the Companys future taxable income, based on the rules governing allowable carryforward of losses when changes in ownership occur under Internal Revenue Code
Section 382. This amount, which approximates $19.0 million, is recorded as a deferred tax asset. The net operating losses will expire at various times between 2021 and 2028. The Company has acquired intangible assets, not including goodwill,
totaling approximately $54.3 million in this transaction. The amortization of these intangibles is not deductible for tax purposes and hence the Company has recorded a deferred tax liability of approximately $19.0 million to offset the future
book amortization related to these intangibles. None of the preliminary goodwill of approximately $57.4 million resulting from the acquisition of BioArray is deductible for tax purposes.

Identifiable Intangible Assets

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analyses of historical financial performance and estimates of future performance of
BioArrays products. The fair value of intangible assets was based, in part, on a valuation completed using an income approach. The rates used to discount net cash flows to their present values were based on the Companys weighted average
cost of capital and ranged from 13.5% to 15%.



8



---

##### Table of Contents

These discount rates were determined after consideration of the Companys rate of return on equity and the weighted average return on invested capital.
The following table sets forth the components of intangible assets associated with the acquisition at November 30, 2008 (in thousands, except years):



|                             |  |            |        |                         |   |               |  |            |        |  |        
|---------------------------- |  | ---------- | ------ | ----------------------- | - | ------------- |  | ---------- | ------ |  | -------
|Intangible Asset             |  | Fair Value |        | AccumulatedAmortization |   | Net BookValue |  | UsefulLife
|Developed product technology |  | $          | 51,000 |                         | $ | 1,000         |  | $          | 50,000 |  | 17 yrs.
|Trademarks                   |  |            | 1,600  |                         |   | 31            |  |            | 1,569  |  | 17 yrs.
|Non-compete agreements       |  |            | 1,650  |                         |   | 110           |  |            | 1,540  |  | 5 yrs. 
|                             |  |            |        |                         |   |               |  |            |        |  |        
|                             |  | $          | 54,250 |                         | $ | 1,141         |  | $          | 53,109 |  |        
|                             |  |            |        |                         |   |               |  |            |        |  |        

Developed product technology represents the value assigned to the molecular diagnostic systems
infrastructure. Trademarks represent the estimated fair value of the BioArray trademark. Non-compete agreements represent the estimated fair value of agreements with BioArrays former management team members. Useful lives of the developed
product technology and trademarks were based on estimated economic useful lives and for the non-compete agreements useful lives were based on the terms in the agreements. Intangible assets are being amortized using the straight-line method.

Pre-Acquisition Contingencies

The Company has identified certain pre-acquisition contingencies, but the fair values for such contingencies are not yet determinable. If, during the purchase price allocation period, the Company is able to determine
the fair value of a pre-acquisition contingency, the Company will include that amount in the purchase price allocation. If, as of the end of the purchase price allocation period, the fair value of a pre-acquisition contingency is not determinable,
the Company will evaluate whether to include an amount in the purchase price allocation based on whether it is probable that a liability had been incurred and whether an amount can be reasonably estimated. After the end of the purchase price
allocation period, any adjustment that results from a pre-acquisition contingency will be included in the Companys operating results in the period in which the adjustment is determined. The purchase price allocation period ends when the
Company has all of the information that it has arranged to obtain and that is known to be obtainable, but usually does not exceed one year from the date of acquisition.

Pro Forma Financial Information

The financial information in the table below summarizes the combined results of operations of Immucor and BioArray, on a pro forma basis, as though the companies had been combined as of the beginning of the periods
presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods
presented. Such pro forma financial information is based on the historical financial statements of Immucor and BioArray. This pro forma financial information is based on estimates and assumptions, which have been made solely for purposes of
developing such pro forma information, including, without limitation, purchase accounting adjustments. The pro forma financial information presented below also includes depreciation and amortization based on the valuation of BioArrays tangible
assets and identifiable intangible assets resulting from the acquisition. The pro forma financial information does not reflect any synergies or operating cost reductions that may be achieved from the combined operations.



|                                  |  |                    |        |                  |   |                  |  |                  |         |  |   |        
|--------------------------------- |  | ------------------ | ------ | ---------------- | - | ---------------- |  | ---------------- | ------- |  | - | -------
|                                  |  | Three Months Ended |        | Six Months Ended
|                                  |  | November 30,2008   |        | November 30,2007 |   | November 30,2008 |  | November 30,2007
|Revenue                           |  | $                  | 73,021 |                  | $ | 62,230           |  | $                | 146,513 |  | $ | 126,155
|Net Income                        |  | $                  | 17,338 |                  | $ | 13,406           |  | $                | 34,744  |  | $ | 28,388 
|                                  |  |                    |        |                 
|Earnings per common sharebasic   |  | $                  | 0.25   |                  | $ | 0.19             |  | $                | 0.49    |  | $ | 0.41   
|                                  |  |                    |        |                  |   |                  |  |                  |         |  |   |        
|Earnings per common sharediluted |  | $                  | 0.24   |                  | $ | 0.19             |  | $                | 0.49    |  | $ | 0.40   
|                                  |  |                    |        |                  |   |                  |  |                  |         |  |   |        



9



---

##### Table of Contents

IBG Immucor Limited

In June 2008, with the intent to sell our products directly in the United Kingdom, the Company acquired all of the outstanding shares of IBG Immucor
Limited, a private company registered in and the Companys distributor for the United Kingdom, for an aggregate cash purchase price of $4.4 million.



|3. | GOODWILL
|-- | --------



|                                        |  |                  |        |  
|--------------------------------------- |  | ---------------- | ------ | -
|                                        |  | November 30,2008 |       
|                                        |  | (in thousands)   |       
|Beginning balance, May 31, 2008         |  | $                | 36,758 |  
|Additions:                              |  |                  |        |  
|Acquisition of IBG                      |  |                  | 2,759  |  
|Acquisition of BioArray                 |  |                  | 57,385 |  
|Foreign currency translation adjustment |  |                  | (2,568 | )
|                                        |  |                  |        |  
|Ending balance, November 30, 2008       |  | $                | 94,334 |  
|                                        |  |                  |        |  



|4. | OTHER INTANGIBLE ASSETS
|-- | -----------------------



|                                               |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|---------------------------------------------- |  | ------------------- | ---- | ----------------- | ----------------------- | -------------- | - | ------ | - | ---- | - | ----------------------- | -------------- | - | ------ |  | - | ------ | - |  | - | -----
|                                               |  | WeightedAverageLife |      | November 30, 2008 |                         | May 31, 2008  
|                                               |  |                     | Cost |                   | AccumulatedAmortization |                |   | Net    |   | Cost |   | AccumulatedAmortization |                |   | Net   
|                                               |  |                     |      |                   |                         | (in thousands) |   |        |   |      |   |                         | (in thousands) |   |        | 
|Intangible assets subject to amortization:     |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|Deferred licensing costs                       |  | 5 yrs               |      | $                 | 581                     |                | $ | (477   | ) |      | $ | 104                     |                | $ | 581    |  | $ | (472   | ) |  | $ | 109  
|Distribution rights                            |  | 8 yrs               |      |                   | 3,655                   |                |   | (2,138 | ) |      |   | 1,517                   |                |   | 3,416  |  |   | (1,921 | ) |  |   | 1,495
|Customer lists                                 |  | 16 yrs              |      |                   | 4,830                   |                |   | (1,204 | ) |      |   | 3,626                   |                |   | 3,122  |  |   | (1,022 | ) |  |   | 2,100
|Non-compete agreements                         |  | 5 yrs               |      |                   | 1,650                   |                |   | (110   | ) |      |   | 1,540                   |                |   |       |  |   |       |   |  |   |     
|Developed product technology                   |  | 17 yrs              |      |                   | 51,090                  |                |   | (1,045 | ) |      |   | 50,045                  |                |   |       |  |   |       |   |  |   |     
|Trademarks / tradenames                        |  | 17 yrs              |      |                   | 1,614                   |                |   | (38    | ) |      |   | 1,576                   |                |   |       |  |   |       |   |  |   |     
|                                               |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|Total amortizable assets                       |  |                     |      |                   | 63,420                  |                |   | (5,012 | ) |      |   | 58,408                  |                |   | 7,119  |  |   | (3,415 | ) |  |   | 3,704
|Intangible assets not subject to amortization: |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|Deferred licensing costs                       |  |                     |      |                   | 4,190                   |                |   |       |   |      |   | 4,190                   |                |   | 3,793  |  |   |       |   |  |   | 3,793
|                                               |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|Total non-amortizable assets                   |  |                     |      |                   | 4,190                   |                |   |       |   |      |   | 4,190                   |                |   | 3,793  |  |   |       |   |  |   | 3,793
|                                               |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      
|Total other intangible assets                  |  |                     |      | $                 | 67,610                  |                | $ | (5,012 | ) |      | $ | 62,598                  |                | $ | 10,912 |  | $ | (3,415 | ) |  | $ | 7,497
|                                               |  |                     |      |                   |                         |                |   |        |   |      |   |                         |                |   |        |  |   |        |   |  |   |      

The following table presents the Companys estimate of future amortization expense for this
year and each of the next four fiscal years and beyond (in thousands):



|                    |  |   |       
|------------------- |  | - | ------
|Year Ending May 31: |  |  
|2009                |  | $ | 2,830 
|2010                |  |   | 4,149 
|2011                |  |   | 4,149 
|2012                |  |   | 4,149 
|2013                |  |   | 3,779 
|Thereafter          |  |   | 39,352
|                    |  |   |       
|                    |  | $ | 58,408
|                    |  |   |       



10



---

##### Table of Contents

|5. | INVENTORIES
|-- | -----------

Inventories are stated at the lower of
cost (first-in, first-out basis) or market (net realizable value):



|                           |  |                  |        |             |   |       
|-------------------------- |  | ---------------- | ------ | ----------- | - | ------
|                           |  | November 30,2008 |        | May 31,2008
|                           |  | (in thousands)  
|Raw materials and supplies |  | $                | 8,899  |             | $ | 7,406 
|Work in process            |  |                  | 4,058  |             |   | 3,852 
|Finished goods             |  |                  | 21,571 |             |   | 20,970
|                           |  |                  |        |             |   |       
|                           |  | $                | 34,528 |             | $ | 32,228
|                           |  |                  |        |             |   |       



|6. | SHAREHOLDERS EQUITY
|-- | --------------------

During the first quarter
of fiscal 2009, in compliance with the statutory tax withholding requirements the Company either withheld from certain option exercises or reacquired from certain restricted stock holders an aggregate of 34,715 shares valued at $1.0 million. During
the first quarter of fiscal 2008, the Company similarly withheld an aggregate of 206,787 shares valued at $5.5 million. The Company retired these shares and disclosed their value as Stock repurchases and retirements in the condensed
consolidated statement of shareholders equity and comprehensive income and as Repurchase of common stock under financing activities in the condensed consolidated statements of cash flows.

During the first quarter of fiscal 2009 and fiscal 2008, the Company also withheld 18,600 shares and 18,609 shares, respectively, valued at $0.5 million
and $0.5 million, respectively from option exercises where the election was made to pay the option exercise price by having shares withheld. These shares were also retired and their values were disclosed as Stock repurchases and
retirements in the condensed consolidated statement of shareholders equity and comprehensive income and as Non-cash investing and financing activities in the condensed consolidated statements of cash flows.

The shares acquired were returned to the status of authorized, but unissued shares.



|7. | STOCK REPURCHASE PROGRAM
|-- | ------------------------

The Company instituted a
stock repurchase program in June 1998. The Board of Directors authorized the Company to repurchase up to 9,375,000 shares of the Companys common stock under this repurchase program.

During the six months ended November 30, 2008, 200,000 shares were repurchased in the open market under the 1998 repurchase plan for $4.7
million. The Company did not make any repurchases during the six months ended November 30, 2007. As of November 30, 2008, 8,432,944 shares had been repurchased under the program, leaving 942,056 shares available for repurchase.



|8. | SHARE-BASED COMPENSATION
|-- | ------------------------

Plan
summary

During the first six months of fiscal 2009, the Immucor, Inc. 2005 Long-Term Incentive Plan (the 2005 Plan) was the
only plan under which the Company was authorized to grant stock incentive awards. Under the 2005 Plan, the Company is able to award stock options, stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as
incentive and compensation to employees and directors. Awards for up to 3,600,000 shares of the Companys common stock may be granted under the 2005 Plan. There is a restriction on the number of shares that may be used for awards other than
stock options (1,800,000), and a separate restriction on the number of shares that may be used for grants of incentive stock options (also 1,800,000), but there is no restriction on the number of shares that may be used for grants of non-incentive
stock options. As of November 30, 2008, awards for 1,687,469 shares have been granted under the 2005 Plan and 1,912,531 shares are still available for future awards, of which a maximum of 1,587,770 can be awarded as restricted shares. Options
are granted at the closing



11



---

##### Table of Contents

market price on the date of the grant. Option awards generally vest equally over a four-year period and have a six-year contractual term. Restricted stock
awards generally vest equally over a five-year period. The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the 2005 Plan.

Valuation method used and assumptions

The fair value of each option grant in the three and six months ended November 30, 2008 and November 30, 2007 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average
assumptions:



|                            |  |                    |   |  |                  |   |  |                  |   |  |                  |  
|--------------------------- |  | ------------------ | - |  | ---------------- | - |  | ---------------- | - |  | ---------------- | -
|                            |  | Three Months Ended |   |  | Six Months Ended |  
|                            |  | November 30,2008   |   |  | November 30,2007 |   |  | November 30,2008 |   |  | November 30,2007 |  
|Risk-free interest rate (1) |  | 2.88               | % |  | 4.05             | % |  | 3.27             | % |  | 5.04             | %
|Expected volatility (2)     |  | 41.34              | % |  | 40.04            | % |  | 42.20            | % |  | 40.25            | %
|Expected life (years) (3)   |  | 4.25               |   |  | 4.25             |   |  | 4.25             |   |  | 4.25             |  
|Expected dividend yield (4) |  |                   |   |  |                 |   |  |                 |   |  |                 |  

| | 
| | 

| | 1. | Based on the U.S. Treasury yield curve in effect at the time of grant.
| | -- | ----------------------------------------------------------------------

| | 2. | Expected stock price volatility is based on the average historical volatility of the Companys shares during the period corresponding to the expected life of the options.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Represents the period of time options are expected to remain outstanding. As the Company has so far only awarded plain vanilla options as described by the SECs
Staff Accounting Bulletin No. 107 (SAB 107), the Company used the simplified method for determining the expected life of the options granted. Originally, under SAB 107, this method was allowed until December 31, 2007. However,
on December 21, 2007, the SEC issued SECs Staff Accounting Bulletin No. 110 (SAB 110), which allows a Company to continue to use the simplified method under certain circumstances, which the Company continues to use as the
Company does not have sufficient historical data for options with six-year contractual terms to estimate the expected term of these share-based awards.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The Company has not paid dividends on its common stock and does not expect to pay dividends on its common stock in the near future.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------

Stock option activity

The options
granted under the 2005 Plan during the three and six months ended November 30, 2008 have a six-year term with vesting of 25% at each anniversary of the issuance date; the restricted shares vest 20% at each anniversary of the issuance date. The
Company has not granted any option or share awards with market or performance conditions. Compensation costs for stock options with tiered vesting terms are recognized evenly over the vesting periods.



12



---

##### Table of Contents

The following is a summary of the changes in outstanding options for the three and six months ended
November 30, 2008:



|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|-------------------------------- |  | --------------- | - |  | ---------------------------- | ----- | ----------------------------------------------- | --- | --------------------------- | - | ------
|                                 |  | Number ofShares |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractualLife (years) |     | AggregateIntrinsicValue (1)
|                                 |  |                 |   |  |                              |       |                                                 |     | (in thousands)             
|Outstanding at May 31, 2008      |  | 2,449,941       |   |  | $                            | 12.03 |                                                 |     |                             |   |       
|Granted (2)                      |  | 678,677         |   |  | $                            | 27.35 |                                                 |     |                             |   |       
|Exercised (3)                    |  | (370,717        | ) |  | $                            | 7.69  |                                                 |     |                             |   |       
|Forfeited                        |  | (1,317          | ) |  | $                            | 28.23 |                                                 |     |                             |   |       
|Expired                          |  | (1,848          | ) |  | $                            | 23.71 |                                                 |     |                             |   |       
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|Outstanding at August 31, 2008   |  | 2,754,736       |   |  | $                            | 16.37 |                                                 | 5.0 |                             | $ | 43,650
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|                                 |  |                 |   | 
|Granted (2)                      |  | 93,487          |   |  | $                            | 31.10 |                                                 |     |                             |   |       
|Exercised (3)                    |  | (46,694         | ) |  | $                            | 2.49  |                                                 |     |                             |   |       
|Forfeited                        |  | (33,369         | ) |  | $                            | 25.55 |                                                 |     |                             |   |       
|Expired                          |  | (682            | ) |  | $                            | 30.59 |                                                 |     |                             |   |       
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|Outstanding at November 30, 2008 |  | 2,767,478       |   |  | $                            | 16.99 |                                                 | 4.7 |                             | $ | 25,332
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|Exercisable at November 30, 2008 |  | 1,527,318       |   |  | $                            | 8.51  |                                                 | 4.3 |                             | $ | 24,641
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       

| | 
| | 

| | 1) | The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day
of the quarter and the exercise price, multiplied by the number of options that are in the money at August 31, 2008 and November 30, 2008).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2) | The weighted-average grant-date fair value of share options granted during the quarters ended November 30, 2008 and 2007 was $11.55 and $12.06, respectively. The
weighted-average grant-date fair value of share options granted during the six months ended November 30, 2008 and 2007 was $10.65 and $11.59, respectively.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3) | The total intrinsic value of share options exercised during the quarters ended November 30, 2008 and 2007 was $1.2 million and $1.2 million, respectively. The total intrinsic
value of share options exercised during the six months ended November 30, 2008 and 2007 was $9.6 million and $29.6 million, respectively.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restricted stock activity

The following is a summary of the changes in nonvested restricted stock
for the three and six months ended November 30, 2008:



|                                                 |  |                 |   |  |                                      |      
|------------------------------------------------ |  | --------------- | - |  | ------------------------------------ | -----
|                                                 |  | Number ofShares |   |  | Weighted-AverageGrant-Date FairValue
|Nonvested stock outstanding at May 31, 2008      |  | 124,291         |   |  | $                                    | 21.65
|Granted                                          |  | 57,055          |   |  |                                      | 26.90
|Vested                                           |  | (28,878         | ) |  |                                      | 21.07
|Forfeited                                        |  | (204            | ) |  |                                      | 17.51
|                                                 |  |                 |   |  |                                      |      
|Nonvested stock outstanding at August 31, 2008   |  | 152,264         |   |  | $                                    | 23.73
|                                                 |  |                 |   |  |                                      |      
|                                                 |  |                
|Granted                                          |  |                |   |  |                                      |     
|Vested                                           |  | (621            | ) |  |                                      | 17.51
|Forfeited                                        |  | (5,865          | ) |  |                                      | 24.73
|                                                 |  |                 |   |  |                                      |      
|Nonvested stock outstanding at November 30, 2008 |  | 145,778         |   |  | $                                    | 23.72
|                                                 |  |                 |   |  |                                      |      



13



---

##### Table of Contents

The total fair value of restricted shares vested during both six-month periods ended November 30,
2008 and 2007 was $0.8 million.

As of November 30, 2008, there was $13.7 million of total unrecognized compensation cost related to
nonvested share-based compensation arrangements. This compensation cost is expected to be recognized through November 2013, based on existing vesting terms with the weighted average remaining expense recognition period being approximately 3.16
years.



|9. | COMPREHENSIVE INCOME
|-- | --------------------

The components of
comprehensive income for the three-month and six-month periods ended November 30, 2008 and November 30, 2007 are as follows (in thousands):



|                                             |  |                    |        |                  |                  |   |                  |  |   |                  |   |  |   |       
|-------------------------------------------- |  | ------------------ | ------ | ---------------- | ---------------- | - | ---------------- |  | - | ---------------- | - |  | - | ------
|                                             |  | Three Months Ended |        | Six Months Ended
|                                             |  | November 30,2008   |        |                  | November 30,2007 |   | November 30,2008 |  |   | November 30,2007
|Net income                                   |  | $                  | 17,338 |                  |                  | $ | 16,164           |  | $ | 37,295           |   |  | $ | 33,914
|Net foreign currency translation adjustments |  |                    | (6,391 | )                |                  |   | 4,031            |  |   | (11,349          | ) |  |   | 5,402 
|                                             |  |                    |        |                  |                  |   |                  |  |   |                  |   |  |   |       
|Comprehensive income                         |  | $                  | 10,947 |                  |                  | $ | 20,195           |  | $ | 25,946           |   |  | $ | 39,316
|                                             |  |                    |        |                  |                  |   |                  |  |   |                  |   |  |   |       

No tax effect is recorded for foreign currency translation adjustments as the foreign net assets
translated are deemed permanently invested.



|10. | EARNINGS PER SHARE
|--- | ------------------

The following table sets forth
the computation of basic and diluted earnings per share in accordance with SFAS No. 128, Earnings per Share.

Basic
earnings per common share are calculated by dividing net income by weighted-average common shares outstanding during the period. Diluted earnings per common share are calculated by dividing net income by weighted-average common shares outstanding
during the period plus dilutive potential common shares, which are determined as follows (in thousands, except per share data):



|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|----------------------------------------------------- |  | ------------------ | ------ | ---------------- | - | ---------------- |  | ---------------- | ------ |  | - | ------
|                                                      |  | Three Months Ended |        | Six Months Ended
|                                                      |  | November 30,2008   |        | November 30,2007 |   | November 30,2008 |  | November 30,2007
|Numerator for basic and diluted earnings per share:   |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|Net Income                                            |  | $                  | 17,338 |                  | $ | 16,164           |  | $                | 37,295 |  | $ | 33,914
|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|Denominator:                                          |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|For basic earnings per share                          |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|weighted average shares basis                        |  |                    | 70,409 |                  |   | 69,954           |  |                  | 70,338 |  |   | 69,693
|Effect of dilutive stock options and restricted stock |  |                    | 818    |                  |   | 1,157            |  |                  | 881    |  |   | 1,401 
|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|Denominator for diluted earnings per share            |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|adjusted weighted average shares basis               |  |                    | 71,227 |                  |   | 71,111           |  |                  | 71,219 |  |   | 71,094
|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|Earnings per common sharebasic                       |  | $                  | 0.25   |                  | $ | 0.23             |  | $                | 0.53   |  | $ | 0.49  
|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       
|Earnings per common sharediluted                     |  | $                  | 0.24   |                  | $ | 0.23             |  | $                | 0.52   |  | $ | 0.48  
|                                                      |  |                    |        |                  |   |                  |  |                  |        |  |   |       

The effect of 617,364 and 2,760 out-of-the-money options for the quarter ended November 30,
2008 and November 30, 2007, respectively, and 543,145 and 10,813 out-of-money options for the six months ended November 30, 2008 and 2007, respectively, were excluded from the above calculation as inclusion of these securities would be
anti-dilutive.



14



---

##### Table of Contents

|11. | SEGMENT AND GEOGRAPHIC INFORMATION
|--- | ----------------------------------

The
Companys operations and segments are organized around geographic areas. Immucors Other segment includes the operations of Belgium, Portugal, Spain, France and the United Kingdom. The foreign locations principally function as
distributors of products developed and manufactured by the Company in the United States and Canada. Effective August 4, 2008, the U.S. column also includes the operations of BioArray Solutions Ltd. which was acquired during the first quarter of
fiscal 2009. The accounting policies applied in the preparation of the Companys consolidated financial statements are applied consistently across all segments. Intersegment sales are recorded at market price and are eliminated in
consolidation.

Segment information for the three-month and six-month periods ended November 30, 2008 and 2007 is summarized below (in
thousands).



|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|---------------------------------------- |  | -------------------------------------------- | ------ | ------- | - | ----- | ----- |  | ------ | ----- | ----- | - | ----- | ----- | - | ----- | ----- |  | - | ------------ | - |  | - | ------ | - |  | - | ------
|                                         |  | For the Three Months Ended November 30, 2008
|                                         |  | U.S.                                         |        | Germany |   |       | Italy |  | Canada |       | Japan |   |       | Other |   |       | Elims |  |   | Consolidated
|Traditional reagent revenues:            |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  | $                                            | 37,350 |         | $ | 2,069 |       |  | $      | 1,881 |       | $ | 2,260 |       | $ | 1,879 |       |  | $ | 1,790        |   |  | $ |       |   |  | $ | 47,229
|Affiliates                               |  |                                              | 1,467  |         |   | 997   |       |  |        |      |       |   | 128   |       |   |      |       |  |   | 2            |   |  |   | (2,594 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 38,817 |         |   | 3,066 |       |  |        | 1,881 |       |   | 2,388 |       |   | 1,879 |       |  |   | 1,792        |   |  |   | (2,594 | ) |  |   | 47,229
|Capture revenues:                        |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 10,321 |         |   | 1,151 |       |  |        | 1,426 |       |   | 889   |       |   | 220   |       |  |   | 2,517        |   |  |   |       |   |  |   | 16,524
|Affiliates                               |  |                                              | 1,408  |         |   | 741   |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   | (2,149 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 11,729 |         |   | 1,892 |       |  |        | 1,426 |       |   | 889   |       |   | 220   |       |  |   | 2,517        |   |  |   | (2,149 | ) |  |   | 16,524
|Net instrument revenues:                 |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 5,969  |         |   | 1,186 |       |  |        | 637   |       |   | 383   |       |   | 81    |       |  |   | 353          |   |  |   |       |   |  |   | 8,609 
|Affiliates                               |  |                                              | 497    |         |   | 1,293 |       |  |        |      |       |   |      |       |   |      |       |  |   | 47           |   |  |   | (1,837 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 6,466  |         |   | 2,479 |       |  |        | 637   |       |   | 383   |       |   | 81    |       |  |   | 400          |   |  |   | (1,837 | ) |  |   | 8,609 
|Net molecular immunohematology revenues: |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 659    |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   | 659   
|Affiliates                               |  |                                              |       |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 659    |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   | 659   
|                                         |  |                                              |        |         |   |       |       | 
|Net Sales                                |  |                                              | 57,671 |         |   | 7,437 |       |  |        | 3,944 |       |   | 3,660 |       |   | 2,180 |       |  |   | 4,709        |   |  |   | (6,580 | ) |  |   | 73,021
|                                         |  |                                              |        |         |   |       |       | 
|Income (loss) from operations            |  |                                              | 27,100 |         |   | (528  | )     |  |        | 620   |       |   | 1,379 |       |   | 125   |       |  |   | (898         | ) |  |   | 64     |   |  |   | 27,862
|                                         |  |                                              |        |         |   |       |       | 
|Depreciation                             |  |                                              | 1,423  |         |   | 197   |       |  |        | 343   |       |   | 64    |       |   | 43    |       |  |   | 303          |   |  |   |       |   |  |   | 2,373 
|Amortization                             |  |                                              | 984    |         |   |      |       |  |        |      |       |   |      |       |   | 19    |       |  |   | 69           |   |  |   |       |   |  |   | 1,072 
|Income tax (benefit) expense             |  |                                              | 9,155  |         |   | (150  | )     |  |        | 301   |       |   | 531   |       |   |      |       |  |   | (65          | ) |  |   | 31     |   |  |   | 9,803 
|Capital expenditures                     |  |                                              | 539    |         |   | 296   |       |  |        | 251   |       |   | 210   |       |   | 5     |       |  |   | 462          |   |  |   |       |   |  |   | 1,763 
|                                         | 
|                                         |  | For the Three Months Ended November 30, 2007
|                                         |  | U.S.                                         |        | Germany |   |       | Italy |  | Canada |       | Japan |   |       | Other |   |       | Elims |  |   | Consolidated
|Traditional reagent revenues:            |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  | $                                            | 32,713 |         | $ | 2,221 |       |  | $      | 2,160 |       | $ | 2,536 |       | $ | 1,832 |       |  | $ | 1,562        |   |  | $ |       |   |  | $ | 43,024
|Affiliates                               |  |                                              | 1,364  |         |   | 904   |       |  |        |      |       |   | 49    |       |   |      |       |  |   | 1            |   |  |   | (2,318 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 34,077 |         |   | 3,125 |       |  |        | 2,160 |       |   | 2,585 |       |   | 1,832 |       |  |   | 1,563        |   |  |   | (2,318 | ) |  |   | 43,024
|Capture revenues:                        |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 7,530  |         |   | 999   |       |  |        | 1,365 |       |   | 728   |       |   | 132   |       |  |   | 1,485        |   |  |   |       |   |  |   | 12,239
|Affiliates                               |  |                                              | 1,481  |         |   | 588   |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   | (2,069 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 9,011  |         |   | 1,587 |       |  |        | 1,365 |       |   | 728   |       |   | 132   |       |  |   | 1,485        |   |  |   | (2,069 | ) |  |   | 12,239
|Net instrument revenues:                 |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 3,226  |         |   | 1,509 |       |  |        | 623   |       |   | 735   |       |   | 62    |       |  |   | 316          |   |  |   |       |   |  |   | 6,471 
|Affiliates                               |  |                                              | 217    |         |   | 828   |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   | (1,045 | ) |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 3,443  |         |   | 2,337 |       |  |        | 623   |       |   | 735   |       |   | 62    |       |  |   | 316          |   |  |   | (1,045 | ) |  |   | 6,471 
|Net collagen revenues:                   |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Unaffiliated customers                   |  |                                              | 190    |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   | 190   
|Affiliates                               |  |                                              |       |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   |      
|                                         |  |                                              |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |              |   |  |   |        |   |  |   |       
|Total                                    |  |                                              | 190    |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   | 190   
|                                         |  |                                              |        |         |   |       |       | 
|Net Sales                                |  |                                              | 46,721 |         |   | 7,049 |       |  |        | 4,148 |       |   | 4,048 |       |   | 2,026 |       |  |   | 3,364        |   |  |   | (5,432 | ) |  |   | 61,924
|                                         |  |                                              |        |         |   |       |       | 
|Income (loss) from operations            |  |                                              | 21,124 |         |   | (66   | )     |  |        | 684   |       |   | 1,438 |       |   | (107  | )     |  |   | 124          |   |  |   | 196    |   |  |   | 23,393
|                                         |  |                                              |        |         |   |       |       | 
|Depreciation                             |  |                                              | 1,143  |         |   | 183   |       |  |        | 386   |       |   | 59    |       |   | 52    |       |  |   | 259          |   |  |   |       |   |  |   | 2,082 
|Amortization                             |  |                                              | 71     |         |   |      |       |  |        |      |       |   |      |       |   | 17    |       |  |   |             |   |  |   |       |   |  |   | 88    
|Restructuring expenses                   |  |                                              | 192    |         |   |      |       |  |        |      |       |   |      |       |   |      |       |  |   |             |   |  |   |       |   |  |   | 192   
|Income tax (benefit) expense             |  |                                              | 7,955  |         |   | (301  | )     |  |        | 414   |       |   | 377   |       |   |      |       |  |   | 25           |   |  |   | 72     |   |  |   | 8,542 
|Capital expenditures                     |  |                                              | 1,670  |         |   | 103   |       |  |        | 601   |       |   | 19    |       |   | 66    |       |  |   | 313          |   |  |   |       |   |  |   | 2,772 



15



---

##### Table of Contents

|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|---------------------------------------- |  | ------------------------------------------ | ------- | ------- | - | ------ | ----- |  | ------ | ------ | ----- | - | ------ | ----- | - | ------ | ----- |  | - | ------------ | - |  | - | -------- | - |  | - | -------
|                                         |  | For the Six Months Ended November 30, 2008
|                                         |  | U.S.                                       |         | Germany |   |        | Italy |  | Canada |        | Japan |   |        | Other |   |        | Elims |  |   | Consolidated
|Traditional reagent revenues:            |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  | $                                          | 74,999  |         | $ | 4,288  |       |  | $      | 4,654  |       | $ | 4,727  |       | $ | 3,961  |       |  | $ | 3,873        |   |  | $ |         |   |  | $ | 96,502 
|Affiliates                               |  |                                            | 2,695   |         |   | 2,109  |       |  |        |       |       |   | 191    |       |   |       |       |  |   | 5            |   |  |   | (5,000   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 77,694  |         |   | 6,397  |       |  |        | 4,654  |       |   | 4,918  |       |   | 3,961  |       |  |   | 3,878        |   |  |   | (5,000   | ) |  |   | 96,502 
|Capture revenues:                        |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 19,122  |         |   | 2,392  |       |  |        | 3,146  |       |   | 1,592  |       |   | 396    |       |  |   | 5,049        |   |  |   |         |   |  |   | 31,697 
|Affiliates                               |  |                                            | 3,288   |         |   | 1,387  |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   | (4,675   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 22,410  |         |   | 3,779  |       |  |        | 3,146  |       |   | 1,592  |       |   | 396    |       |  |   | 5,049        |   |  |   | (4,675   | ) |  |   | 31,697 
|Net instrument revenues:                 |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 11,344  |         |   | 2,702  |       |  |        | 1,343  |       |   | 782    |       |   | 146    |       |  |   | 871          |   |  |   |         |   |  |   | 17,188 
|Affiliates                               |  |                                            | 2,443   |         |   | 3,047  |       |  |        |       |       |   |       |       |   |       |       |  |   | 47           |   |  |   | (5,537   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 13,787  |         |   | 5,749  |       |  |        | 1,343  |       |   | 782    |       |   | 146    |       |  |   | 918          |   |  |   | (5,537   | ) |  |   | 17,188 
|Net molecular immunohematology revenues: |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 810     |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   | 810    
|Affiliates                               |  |                                            |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 810     |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   | 810    
|                                         |  |                                            |         |         |   |        |       | 
|Net Sales                                |  |                                            | 114,701 |         |   | 15,925 |       |  |        | 9,143  |       |   | 7,292  |       |   | 4,503  |       |  |   | 9,845        |   |  |   | (15,212  | ) |  |   | 146,197
|                                         |  |                                            |         |         |   |        |       | 
|Income (loss) from operations            |  |                                            | 55,843  |         |   | (797   | )     |  |        | 2,109  |       |   | 2,936  |       |   | 48     |       |  |   | (1,415       | ) |  |   | (238     | ) |  |   | 58,486 
|                                         |  |                                            |         |         |   |        |       | 
|Depreciation                             |  |                                            | 2,686   |         |   | 432    |       |  |        | 748    |       |   | 114    |       |   | 85     |       |  |   | 654          |   |  |   |         |   |  |   | 4,719  
|Amortization                             |  |                                            | 1,406   |         |   |       |       |  |        |       |       |   |       |       |   | 36     |       |  |   | 152          |   |  |   |         |   |  |   | 1,594  
|Income tax (benefit) expense             |  |                                            | 18,980  |         |   | (233   | )     |  |        | 968    |       |   | 1,123  |       |   |       |       |  |   | (51          | ) |  |   | (69      | ) |  |   | 20,718 
|Capital expenditures                     |  |                                            | 1,534   |         |   | 660    |       |  |        | 324    |       |   | 305    |       |   | 18     |       |  |   | 761          |   |  |   |         |   |  |   | 3,602  
|Property & equipment, net                |  |                                            | 27,690  |         |   | 2,797  |       |  |        | 2,557  |       |   | 1,338  |       |   | 393    |       |  |   | 3,379        |   |  |   |         |   |  |   | 38,154 
|Total assets at period end               |  |                                            | 475,158 |         |   | 14,480 |       |  |        | 24,712 |       |   | 20,117 |       |   | 17,799 |       |  |   | 19,370       |   |  |   | (176,173 | ) |  |   | 395,463
|                                         | 
|                                         |  | For the Six Months Ended November 30, 2007
|                                         |  | U.S.                                       |         | Germany |   |        | Italy |  | Canada |        | Japan |   |        | Other |   |        | Elims |  |   | Consolidated
|Traditional reagent revenues:            |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  | $                                          | 68,010  |         | $ | 4,148  |       |  | $      | 4,336  |       | $ | 4,850  |       | $ | 3,662  |       |  | $ | 3,095        |   |  | $ |         |   |  | $ | 88,101 
|Affiliates                               |  |                                            | 2,960   |         |   | 1,921  |       |  |        |       |       |   | 118    |       |   |       |       |  |   | 6            |   |  |   | (5,005   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 70,970  |         |   | 6,069  |       |  |        | 4,336  |       |   | 4,968  |       |   | 3,662  |       |  |   | 3,101        |   |  |   | (5,005   | ) |  |   | 88,101 
|Capture revenues:                        |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 15,077  |         |   | 1,934  |       |  |        | 2,899  |       |   | 1,348  |       |   | 229    |       |  |   | 2,690        |   |  |   |         |   |  |   | 24,177 
|Affiliates                               |  |                                            | 3,177   |         |   | 1,140  |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   | (4,317   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 18,254  |         |   | 3,074  |       |  |        | 2,899  |       |   | 1,348  |       |   | 229    |       |  |   | 2,690        |   |  |   | (4,317   | ) |  |   | 24,177 
|Net instrument revenues:                 |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 6,134   |         |   | 2,373  |       |  |        | 1,293  |       |   | 969    |       |   | 158    |       |  |   | 654          |   |  |   |         |   |  |   | 11,581 
|Affiliates                               |  |                                            | 874     |         |   | 1,724  |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   | (2,598   | ) |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 7,008   |         |   | 4,097  |       |  |        | 1,293  |       |   | 969    |       |   | 158    |       |  |   | 654          |   |  |   | (2,598   | ) |  |   | 11,581 
|Net collagen revenues:                   |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                            | 1,697   |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   | 1,697  
|Affiliates                               |  |                                            |        |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   |       
|                                         |  |                                            |         |         |   |        |       |  |        |        |       |   |        |       |   |        |       |  |   |              |   |  |   |          |   |  |   |        
|Total                                    |  |                                            | 1,697   |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   | 1,697  
|                                         |  |                                            |         |         |   |        |       | 
|Net Sales                                |  |                                            | 97,929  |         |   | 13,240 |       |  |        | 8,528  |       |   | 7,285  |       |   | 4,049  |       |  |   | 6,445        |   |  |   | (11,920  | ) |  |   | 125,556
|                                         |  |                                            |         |         |   |        |       | 
|Income (loss) from operations            |  |                                            | 46,085  |         |   | 30     |       |  |        | 1,639  |       |   | 2,679  |       |   | (199   | )     |  |   | 371          |   |  |   | (137     | ) |  |   | 50,468 
|                                         |  |                                            |         |         |   |        |       | 
|Depreciation                             |  |                                            | 2,104   |         |   | 360    |       |  |        | 719    |       |   | 112    |       |   | 100    |       |  |   | 495          |   |  |   |         |   |  |   | 3,890  
|Amortization                             |  |                                            | 141     |         |   |       |       |  |        |       |       |   |       |       |   | 32     |       |  |   |             |   |  |   |         |   |  |   | 173    
|Restructuring expenses                   |  |                                            | 723     |         |   |       |       |  |        |       |       |   |       |       |   |       |       |  |   |             |   |  |   |         |   |  |   | 723    
|Income tax (benefit) expense             |  |                                            | 17,186  |         |   | (267   | )     |  |        | 950    |       |   | 850    |       |   |       |       |  |   | 36           |   |  |   | (51      | ) |  |   | 18,704 
|Capital expenditures                     |  |                                            | 4,074   |         |   | 162    |       |  |        | 800    |       |   | 86     |       |   | 88     |       |  |   | 501          |   |  |   |         |   |  |   | 5,711  
|Property & equipment, net                |  |                                            | 23,535  |         |   | 2,276  |       |  |        | 3,120  |       |   | 1,351  |       |   | 619    |       |  |   | 2,669        |   |  |   |         |   |  |   | 33,570 
|Total assets at period end               |  |                                            | 277,972 |         |   | 18,602 |       |  |        | 26,539 |       |   | 20,602 |       |   | 15,609 |       |  |   | 13,391       |   |  |   | (50,759  | ) |  |   | 321,956



16



---

##### Table of Contents

Net export sales to unaffiliated customers (in thousands):



|                       |  |                    |       |                  |   |                  |  |                  |       |  |   |      
|---------------------- |  | ------------------ | ----- | ---------------- | - | ---------------- |  | ---------------- | ----- |  | - | -----
|                       |  | Three Months Ended |       | Six Months Ended
|                       |  | November 30,2008   |       | November 30,2007 |   | November 30,2008 |  | November 30,2007
|United States          |  | $                  | 1,209 |                  | $ | 1,590            |  | $                | 2,254 |  | $ | 2,945
|Germany                |  |                    | 1,167 |                  |   | 2,118            |  |                  | 2,815 |  |   | 3,370
|Canada                 |  |                    | 564   |                  |   | 653              |  |                  | 1,072 |  |   | 1,055
|                       |  |                    |       |                  |   |                  |  |                  |       |  |   |      
|Total net export sales |  | $                  | 2,940 |                  | $ | 4,361            |  | $                | 6,141 |  | $ | 7,370
|                       |  |                    |       |                  |   |                  |  |                  |       |  |   |      



|12. | COMMITMENTS AND CONTINGENCIES
|--- | -----------------------------

In October 2007, the
Company reported that the Federal Trade Commission (FTC) was investigating whether Immucor violated federal antitrust laws or engaged in unfair methods of competition through three acquisitions made in the period from 1996 through 1999,
and whether Immucor or others engaged in unfair methods of competition by restricting price competition. The FTC letter requested that the Company provide certain documents and information to the FTC concerning those acquisitions and concerning its
product pricing activities since then. On July 11, 2008, the FTC formalized its document and information requests into a Civil Investigative Demand (CID) and also required the Company to provide certain additional information
within the same general scope of its previous requests. The Company has been cooperating with the FTC and it intends to continue cooperating, and it is assured that the issuance of a formal CID does not indicate any dissatisfaction with its
cooperation. As was previously the case, at this time the Company cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on its business.

Other than as set forth above or as previously reported in the Companys Annual Report on Form 10-K for the fiscal year ended May 31, 2008, as
filed with the SEC on July 24, 2008, the Company is not currently subject to any material legal proceedings, nor, to the Companys knowledge, is any material legal proceeding threatened against the Company. However, from time to time, the
Company may become a party to certain legal proceedings in the ordinary course of business.



|13. | RECENT ACCOUNTING PRONOUNCEMENTS
|--- | --------------------------------

Adopted by the
Company in fiscal 2009

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,
Fair Value Measurements (SFAS No. 157). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This standard also responds to investors requests for expanded information about
the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit)
assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. For financial assets and liabilities, SFAS No. 157 is effective for fiscal years beginning after November 15,
2007. The Company adopted the provisions for the financial assets and liabilities in fiscal 2009 and adoption did not have a material impact on the Companys results of operations or financial position. For nonfinancial assets and liabilities,
SFAS No. 157 is effective for fiscal years beginning after November 15, 2008, which will require the Company to adopt these provisions in fiscal 2010. The Company does not believe SFAS No. 157s provisions for nonfinancial assets
and liabilities will have a material impact on its results of operations or financial position.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair
value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a
financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 was adopted by the Company in its fiscal year beginning June 1, 2008. The adoption
of SFAS No. 159 did not have a material impact on the Companys results of operations or financial position.



17



---

##### Table of Contents

In June 2007, the Emerging Issues Task Force (EITF) issued EITF 07-3, Accounting for
Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities (EITF 07-3). EITF 07-3 addresses the diversity that exists with respect to accounting for the non-refundable portion of a
payment made by a research and development entity for future research and development activities. The EITF concluded that an entity must defer and capitalize non-refundable advance payments made for research and development activities until the
related goods are delivered or the related services are performed. Entities should continue to evaluate whether they expect the goods to be delivered or services to be rendered. If an entity does not expect the goods to be delivered or services to
be rendered, the capitalized advance payment should be charged to expense. EITF 07-3 was effective for the Company in its fiscal year beginning June 1, 2008. The adoption of EITF 07-3 did not have a material impact on the Companys
results of operations or financial position.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110, Use of a
Simplified Method in Developing Expected Term of Share Options (SAB 110). SAB 110 expresses the current view of the staff that it will accept a companys election to use the simplified method discussed in SAB 107 for
estimating the expected term of plain vanilla share options regardless of whether the company has sufficient information to make more refined estimates. As permitted by SAB 110, the Company continues to use the simplified method as the
company does not have sufficient historical data for options with six-year contractual terms to estimate the expected term of share based awards.

Not yet adopted by the Company

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations.
SFAS 141(R) will significantly change the financial accounting and reporting of business combination transactions. SFAS 141(R) establishes principles for how an acquirer recognizes and measures the identifiable assets acquired, liabilities assumed,
and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for acquisition dates on or after the beginning of an entitys first year that begins after December 15, 2008. The Company will apply the
provisions of SFAS No. 141(R) to any business combination occurring on or after June 1, 2009, as required. The Company has not yet determined the potential impact of SFAS No. 141 (R) on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an Amendment of
ARB No. 51 (FASB No. 51). This statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal
years beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a material effect on its consolidated financial statements.

In April 2008, the FASB posted FASB Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS
142-3), which applies to recognized intangible assets that are accounted for pursuant to SFAS No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 amends the factors an entity must consider when developing renewal or
extension assumptions used in determining the useful life of a recognized intangible asset. It also requires entities to provide certain disclosures about its assumptions. FSP FAS 142-3 is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of these requirements on its financial statements.



|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
may be identified by words such as plans, expects, believes, anticipates, estimates, projects, will, should and other words of similar meaning used in
conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, FDA and other



18



---

##### Table of Contents

regulatory applications and approvals, market position and expenditures. Factors that could cause actual results to differ materially from those expressed
in any forward-looking statement made by, or on behalf of, the Company include the following, some of which are described in greater detail below: increased competition in the sale of instruments and reagents, particularly in North America; lower
than expected demand for the Companys instruments; lower than expected market acceptance of the molecular diagnostic products produced by BioArray; the decision of customers to defer capital spending; the inability of customers to efficiently
integrate the Companys Echo instruments into their blood banking operations; product development or regulatory obstacles, including obstacles related to the development of an automated instrument for the molecular diagnostic products produced
by BioArray, and regulatory approval of that platform as well as the products currently produced by BioArray; the failure to effectively integrate BioArray operations into the Companys overall operations; the inability to hire and retain key
managers; changes in interest rates; fluctuations in foreign currency conversion rates; the inability of the Companys Japanese, French and United Kingdom subsidiaries to attain expected revenue, gross margin and net income levels; the outcome
of any legal claims or regulatory investigations known or unknown, including the ongoing FTC investigation as well as intellectual property infringement claims against BioArray; the unexpected application of different accounting rules; and general
economic conditions. In addition, the strengthening of the US Dollar versus any of the functional currencies in which we operate would adversely impact reported results. Investors are cautioned not to place undue reliance on any forward-looking
statements. The Company cautions that historical results should not be relied upon as indications of future performance. The Company assumes no obligation to update any forward-looking statements. Additional information concerning these
and other factors which could cause differences between forward-looking statements and future actual results is discussed under the heading Risk Factors in the Companys Annual Report on Form 10-K for the year ended May 31,
2008 as filed with the SEC on July 24, 2008.

Overview

Our Business

We develop, manufacture, and sell a complete line of reagents and automated systems used primarily by hospitals, clinical
laboratories and blood banks in tests performed to detect and identify certain properties of human blood prior to blood transfusions. We have manufacturing facilities in the United States and Canada. We sell our products from these facilities and
through our affiliates in Germany, Italy, the United Kingdom, Belgium, Spain, Portugal, France and Japan.

The U.S. Food and Drug Administration
(FDA) regulates all aspects of the blood banking industry, including marketing of reagents and instruments used to detect and identify blood properties. Our industry has been very labor intensive, but in recent years it has made
noticeable advances in automating certain manual processes. We believe that companies that successfully introduced new technologies and automated products have seen their profitability improve.

We have introduced several instruments in the past, and we continue to focus on developing new instruments and
improving our existing instruments. Our Galileo product, targeted at large hospitals and donor centers, received FDA clearance in May 2004. We are currently developing our next generation Galileo, which has a targeted release date of the end of
calendar 2009. In June 2007, we received FDA clearance to market our latest instrument, Echo, which is a compact bench top, fully-automated walk-away instrument for small- and medium-sized hospitals, blood banks and transfusion laboratories. Echo
uses Capture products, our proprietary reagents, and offers an extensive test menu and significant labor reduction while increasing productivity and patient safety. We expect to increase our market share and revenues from the sale of Echo, Galileo
and Capture products in the near term. Instruments and Capture products currently account for approximately one-third of our revenues.

In fiscal 2009, we
entered the field of molecular immunohematology with our purchase of BioArray Solutions.

BioArray Acquisition

On August 4, 2008, we acquired BioArray Solutions Ltd. (BioArray), a privately-held company based in Warren, NJ for an aggregate purchase price of $115.6
million in cash, including approximately $2.8 million of acquisition-related transaction costs. We have included the financial results of BioArray in our condensed consolidated financial statements beginning August 4, 2008.



19



---

##### Table of Contents

BioArray has pioneered the development of molecular diagnostic systems which enable the DNA typing (genotyping) of blood
for transfusion donors and recipients. BioArray has developed, patented and introduced its BeadChip system for molecular medicine, which uses arrays of proprietary microparticles to analyze DNA. Its recently launched transfusion genotyping
system, which has not yet received FDA approval, is currently installed in a number of leading donor and transfusion centers for research applications. In this transaction we acquired the broad intellectual property portfolio BioArray has generated
through its substantial investments in research and development, including approximately 100 issued or pending patents. BioArray will continue to be based in Warren, NJ and operate under the BioArray name.

Our acquisition of BioArray provides a new, strategic growth market for the Company. We believe that the acquisition will enable us to provide innovative molecular
diagnostic solutions for the blood transfusion market that complement our current product line. Our leadership in blood banking industry automation and BioArrays leadership in molecular diagnostic systems for specialty transfusion applications
should allow us to develop and deliver more precise molecular immunohematology solutions to enhance patient outcomes. We also believe our capabilities in providing automated platform solutions, FDA licensing experience, established distribution
network and financial resources will facilitate a more rapid and extensive introduction of BioArrays BeadChip products than BioArray could accomplish on its own. We also believe that this acquisition will open up broader opportunities
for us in transplantation and transfusion-related applications.

In connection with the transaction, BioArray formed a new company intended to
commercialize BioArrays technologies in fields outside of blood transfusion and transplantation. The former equity holders of BioArray hold an 81% ownership interest in the new company, and Immucor, through BioArray and for no additional
consideration, holds a 19% ownership interest.

Performance



|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|------------------------------ |  | ------------------ | ------ | - | ---------------- | - | ------ | ---------------- |  | - | ------ | - |  | ---------------- | - |  | ---------------- | ------- | - | ------ | - | ------- | - |  | - | ------ | - |  | ---- | -
|                               |  | Three Months Ended |        |   | Change           |   |        | Six Months Ended |  |   | Change |  
|                               |  | November 30,2008   |        |   | November 30,2007 |   |        | Amount           |  |   | %      |   |  | November 30,2008 |   |  | November 30,2007 |         |   | Amount |   |         | % | 
|                               |  | ($ in thousands)   |        |   | ($ in thousands) |  
|Net sales                      |  | $                  | 73,021 |   |                  | $ | 61,924 |                  |  | $ | 11,097 |   |  | 18               | % |  | $                | 146,197 |   |        | $ | 125,556 |   |  | $ | 20,641 |   |  | 16   | %
|Gross margin                   |  |                    | 53,558 |   |                  |   | 41,874 |                  |  |   | 11,684 |   |  | 28               | % |  |                  | 106,983 |   |        |   | 87,754  |   |  |   | 19,229 |   |  | 22   | %
|Gross margin percentage        |  |                    | 73.3   | % |                  |   | 67.6   | %                |  |   |        |   |  |                  |   |  |                  | 73.2    | % |        |   | 69.9    | % |  |   |        |   |  |      |  
|Operating expenses             |  |                    | 25,696 |   |                  |   | 18,481 |                  |  |   | 7,215  |   |  | 39               | % |  |                  | 48,497  |   |        |   | 37,286  |   |  |   | 11,211 |   |  | 30   | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Income from operations         |  |                    | 27,862 |   |                  |   | 23,393 |                  |  |   | 4,469  |   |  | 19               | % |  |                  | 58,486  |   |        |   | 50,468  |   |  |   | 8,018  |   |  | 16   | %
|Non-operating income (expense) |  |                    | (721   | ) |                  |   | 1,313  |                  |  |   | (2,034 | ) |  | -155             | % |  |                  | (473    | ) |        |   | 2,150   |   |  |   | (2,623 | ) |  | -122 | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Income before income tax       |  |                    | 27,141 |   |                  |   | 24,706 |                  |  |   | 2,435  |   |  | 10               | % |  |                  | 58,013  |   |        |   | 52,618  |   |  |   | 5,395  |   |  | 10   | %
|Provision for income tax       |  |                    | 9,803  |   |                  |   | 8,542  |                  |  |   | 1,261  |   |  | 15               | % |  |                  | 20,718  |   |        |   | 18,704  |   |  |   | 2,014  |   |  | 11   | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Net income                     |  | $                  | 17,338 |   |                  | $ | 16,164 |                  |  | $ | 1,174  |   |  | 7                | % |  | $                | 37,295  |   |        | $ | 33,914  |   |  | $ | 3,381  |   |  | 10   | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Earnings per share:            |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Per common sharebasic         |  | $                  | 0.25   |   |                  | $ | 0.23   |                  |  | $ | 0.02   |   |  | 9                | % |  | $                | 0.53    |   |        | $ | 0.49    |   |  | $ | 0.04   |   |  | 8    | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  
|Per common sharediluted       |  | $                  | 0.24   |   |                  | $ | 0.23   |                  |  | $ | 0.01   |   |  | 4                | % |  | $                | 0.52    |   |        | $ | 0.48    |   |  | $ | 0.04   |   |  | 8    | %
|                               |  |                    |        |   |                  |   |        |                  |  |   |        |   |  |                  |   |  |                  |         |   |        |   |         |   |  |   |        |   |  |      |  

Revenue increased by 18% and 16% during the three-month and six-month periods ended November 30, 2008,
respectively, compared to revenue earned in the corresponding periods of fiscal 2008. This increase was largely attributable to the price increases in our traditional reagents (reagents not using our patented Capture technology) in prior fiscal
years.

In the second quarter of fiscal 2009, our operating expenses rose by 39%, while gross profit increased by 28%, which translated into a 7% increase
in net income compared to the second quarter of fiscal 2008. In the six months ended November 30, 2008, our operating expenses rose by 30%, while gross profit increased by 22%, which translated into a 10% increase in net income compared to the
corresponding period of fiscal 2008. For the three- and six-month periods ended November 30, 2008, the increases in operating expenses were primarily related to the newly acquired BioArray as well as our new operations in the United Kingdom and
France, markets in which we used to sell through distributors but are now selling directly to the end users (e.g., hospitals).



20



---

##### Table of Contents

United States operations, excluding molecular immunohematology, continue to generate the majority of our revenue and
operating income.

As of November 30, 2008, we had received orders for a total of 602 Galileo
instruments worldwide (an increase of 16 instruments in the second quarter of fiscal 2009), including 334 in Europe, 264 in North America and 4 in Japan, and approximately 559 of these Galileo instruments were generating reagent revenues. In the
case of Echo, as of November 30, 2008, we had received orders for a total of 430 Echo instruments worldwide (an increase of 52 instruments in the second quarter of fiscal 2009), including 87 in Europe, 335 in North America and 8 in Japan, and
at least 193 of these Echo instruments were generating reagent revenues.

Business Outlook

For fiscal 2009, our primary focus will be to continue to market the new Echo, which received FDA clearance in June 2007 to small- and medium-size customers. We will also
continue to focus on placing Galileo instruments with larger customers. We are currently developing a next generation Galileo that will incorporate enhanced features and functionality. We expect to complete development and receive FDA clearance for
the new Galileo by the end of calendar year 2009.

We continue to focus on driving automation in the blood bank. In the future, we expect the product mix
of our revenue to shift gradually from traditional reagents to automated instruments and our proprietary Capture reagents used by our automated instruments. This change in sales mix may impact our gross margins during periods of heavy instrument
sales if such sales are made on a traditional capital purchase basis versus a rental basis. In traditional capital purchases, we are required by EITF 00-21 to expense the cost of instruments up-front and then spread the revenue over the entire
contract period for sales contracts with reagent price guarantees. In rental arrangements, both the expense and revenue are spread over the rental contract period, resulting in improved margins. Capture reagents have a higher margin than traditional
reagents, which may help offset any margin pressure resulting from instrument sales made on a capital purchase basis. In addition, we expect increased competition, particularly in North America as a new competitor has entered the market, which may
result in pricing pressure.

In BioArray, we are making an investment in a new, strategic product for the Company. Our principal focus for BioArray in
fiscal 2009 will be the integration of BioArray operations into our overall operations, as well as beginning the development of an automated instrument for the molecular diagnostic products that enhances the capabilities of BioArrays current
market-leading technology. From a sales standpoint, in the near term, as we develop our next generation automated instrument, our focus in the U.S. for the current BioArray instrument is on increasing the volume of routine tests performed in its
installed base in the U.S. and our focus in Europe will be on selling instruments as BioArray was previously not in the market. We do not expect BioArray to make a material contribution to revenues in the near term, and we expect to spend a
significant amount during fiscal 2009 on the development of the next generation automated instrument.

In France and the United Kingdom, we have taken
steps to enable us to sell directly to the end users (e.g., hospitals). These locations operated at a loss for both the three- and six-month periods ended November 30, 2008. We expect fiscal 2009 to be an investment year in these markets with
trends improving in fiscal 2010.

Results of Operations

Net Sales



|                           |  |                    |        |                  |                  |        |                  |   |                  |   |  |        |   |  |   |         |  |   |         |  |   |        |   |  |      |  
|-------------------------- |  | ------------------ | ------ | ---------------- | ---------------- | ------ | ---------------- | - | ---------------- | - |  | ------ | - |  | - | ------- |  | - | ------- |  | - | ------ | - |  | ---- | -
|                           |  | Three Months Ended |        | Change           |                  |        | Six Months Ended |   | Change           |  
|                           |  | November 30,2008   |        | November 30,2007 |                  |        | November 30,2008 |   | November 30,2007 |  
|                           |  |                    |        | Amount           |                  |        | %                |   |                  |   |  | Amount |   |  | % |        
|                           |  | ($ in thousands)   |        |                  | ($ in thousands) |       
|Traditional reagents       |  | $                  | 47,229 |                  | $                | 43,024 |                  | $ | 4,205            |   |  | 10     | % |  | $ | 96,502  |  | $ | 88,101  |  | $ | 8,401  |   |  | 10   | %
|Capture products           |  |                    | 16,524 |                  |                  | 12,239 |                  |   | 4,285            |   |  | 35     | % |  |   | 31,697  |  |   | 24,177  |  |   | 7,520  |   |  | 31   | %
|Instruments                |  |                    | 8,609  |                  |                  | 6,471  |                  |   | 2,138            |   |  | 33     | % |  |   | 17,188  |  |   | 11,581  |  |   | 5,607  |   |  | 48   | %
|Molecular immunohematology |  |                    | 659    |                  |                  |       |                  |   | 659              |   |  | 100    | % |  |   | 810     |  |   |        |  |   | 810    |   |  | 100  | %
|Collagen                   |  |                    |       |                  |                  | 190    |                  |   | (190             | ) |  | -100   | % |  |   |        |  |   | 1,697   |  |   | (1,697 | ) |  | -100 | %
|                           |  |                    |        |                  |                  |        |                  |   |                  |   |  |        |   |  |   |         |  |   |         |  |   |        |   |  |      |  
|                           |  | $                  | 73,021 |                  | $                | 61,924 |                  | $ | 11,097           |   |  | 18     | % |  | $ | 146,197 |  | $ | 125,556 |  | $ | 20,641 |   |  | 16   | %
|                           |  |                    |        |                  |                  |        |                  |   |                  |   |  |        |   |  |   |         |  |   |         |  |   |        |   |  |      |  

Of the $11.1 million total increase in revenues in the second quarter of fiscal 2009 compared with the prior year
period, approximately $7.6 million came from price increases and approximately $2.7 million came from instrument volume increases in the



21



---

##### Table of Contents

United States. Approximately $1.2 million of the increase in revenues came from sales increases, including instrument
revenues, outside the United States and approximately $0.7 million of the increase came from the sale of molecular immunohematology products produced by BioArray. These increases were offset by a reduction of approximately $1.1 million which was
attributable to foreign currency translation.

Of the $20.6 million total increase in revenues in the six-month period ended November 30, 2008
compared to the corresponding period of fiscal 2008, approximately $15.0 million came from price increases and approximately $5.2 million came from instrument volume increases in the United States. Approximately $3.7 million of the increase in
revenues came from sales increases, including instrument revenues, outside the United States and approximately $0.8 million of the increase came from the sale of molecular immunohematology products produced by BioArray. Additionally, approximately
$0.9 million of the increase was attributable to foreign currency translation. These increases were offset by a reduction of $3.3 million related to reduced reagent volumes. Also, during the second quarter of fiscal 2008, we discontinued
manufacturing collagen products when our commitment to a third party expired. This action resulted in a revenue decrease of $1.7 million in the first six months of fiscal 2009 when compared to the prior year period.

The 10% growth in traditional reagent revenue in the three-month and six-month periods ended November 30, 2008, compared to the corresponding periods of fiscal 2008
occurred mainly as a result of price increases in the United States. Traditional reagent sales have historically been our primary source of revenue and still constitute roughly two-thirds of our revenues. We expect the significance of this line of
products to gradually decline as we place more instruments in the market that use our proprietary Capture reagent products.

Sales of Capture reagent
products increased by 35% in the three-month period ended November 30, 2008, compared to the corresponding period of fiscal 2008. For the six month period ended November 30, 2008, sales of Capture products increased 31% compared to the
corresponding period of fiscal 2008. Approximately 70% of the second quarter and year-to-date increase related to increased volume, in part as a result of our new affiliates in France and the United Kingdom. The remainder of the period-over-period
increases was attributable to increased prices. Sales of Capture products are largely dependent on the number of installed instruments requiring the use of Capture reagents. As we continue to place more instruments in the market, we expect revenue
from Capture products to continue to increase.

Revenue from instruments increased by 33% and 48% in the three-month and six-month periods ended
November 30, 2008, respectively, compared to the corresponding periods of fiscal 2008. Historically, revenue from instrument sales in the United States has been recognized over the life of the underlying reagent contract, which is normally five
years. In the second quarter of fiscal 2009, $2.8 million of deferred revenue was recognized from previously placed instruments compared to $2.1 million recognized in the second quarter of fiscal 2008, and approximately $2.6 million of instrument
sales were deferred in this manner, compared to $3.3 million in the 2008 quarter. In the first six months of fiscal 2009, $5.7 million of deferred revenue was recognized from previously placed instruments compared to $3.7 million recognized in the
corresponding period of fiscal 2008, and in the 2009 fiscal period, approximately $4.7 million of instrument sales were deferred in this manner, compared to $6.1 million in the corresponding 2008 period. As of November 30, 2008 and
November 30, 2007, deferred instrument and service revenues totaled $23.0 million and $22.6 million, respectively, which we expect to recognize over the next five years.

The sale of molecular immunohematology products produced by BioArray resulted in $0.7 million in revenue during the second fiscal quarter of 2009 and $0.8 million in revenue in the period from August 4, 2008, the
date we acquired BioArray, through November 30, 2008.

We discontinued manufacturing collagen products in the second quarter of fiscal 2008 when our
commitment to a third party expired. This action resulted in a revenue decrease of $0.2 million and $1.7 million in the three-month and six-month periods ended November 30, 2008, respectively, compared to revenue earned from these products in
the corresponding periods of fiscal 2008.



22



---

##### Table of Contents

Gross Margins



|                           |  |                    |         |          |                   |   |           |   |        |          |  |       |           |  |   |        |  
|-------------------------- |  | ------------------ | ------- | -------- | ----------------- | - | --------- | - | ------ | -------- |  | ----- | --------- |  | - | ------ | -
|                           |  | Three Months Ended |         |          | Change            |  
|                           |  | November 30, 2008  |         |          | November 30, 2007 |   |          
|                           |  | Amount             |         | Margin % |                   |   | Amount    |   |        | Margin % |  |       | Amount    | 
|                           |  | (in 000)          |         |          |                   |   | (in 000) |   |        |          |  |       | (in 000) | 
|Traditional reagents       |  | $                  | 38,169  |          | 80.8              | % |           | $ | 32,153 |          |  | 74.7  | %         |  | $ | 6,016  |  
|Capture products           |  |                    | 13,987  |          | 84.6              | % |           |   | 10,335 |          |  | 84.4  | %         |  |   | 3,652  |  
|Instruments                |  |                    | 1,118   |          | 13.0              | % |           |   | (505   | )        |  | -7.8  | %         |  |   | 1,623  |  
|Molecular immunohematology |  |                    | 284     |          | 43.1              | % |           |   |       |          |  | 0.0   | %         |  |   | 284    |  
|Collagen                   |  |                    |        |          | 0.0               | % |           |   | (109   | )        |  | -57.4 | %         |  |   | 109    |  
|                           |  |                    |         |          |                   |   |           |   |        |          |  |       |           |  |   |        |  
|                           |  | $                  | 53,558  |          | 73.3              | % |           | $ | 41,874 |          |  | 67.6  | %         |  | $ | 11,684 |  
|                           |  |                    |         |          |                   |   |           |   |        |          |  |       |           |  |   |        |  
|                           |  |                   
|                           |  | Six Months Ended   |         |          | Change            |  
|                           |  | November 30, 2008  |         |          | November 30, 2007 |   |          
|                           |  | Amount             |         | Margin % |                   |   | Amount    |   |        | Margin % |  |       | Amount    | 
|                           |  | (in 000)          |         |          |                   |   | (in 000) |   |        |          |  |       | (in 000) | 
|Traditional reagents       |  | $                  | 76,939  |          | 79.7              | % |           | $ | 68,016 |          |  | 77.2  | %         |  | $ | 8,923  |  
|Capture products           |  |                    | 27,144  |          | 85.6              | % |           |   | 20,436 |          |  | 84.5  | %         |  |   | 6,708  |  
|Instruments                |  |                    | 2,607   |          | 15.2              | % |           |   | (715   | )        |  | -6.2  | %         |  |   | 3,322  |  
|Molecular immunohematology |  |                    | 293     |          | 36.2              | % |           |   |       |          |  | 0.0   | %         |  |   | 293    |  
|Collagen                   |  |                    |        |          | 0.0               | % |           |   | 17     |          |  | 1.0   | %         |  |   | (17    | )
|                           |  |                    |         |          |                   |   |           |   |        |          |  |       |           |  |   |        |  
|                           |  | $                  | 106,983 |          | 73.2              | % |           | $ | 87,754 |          |  | 69.9  | %         |  | $ | 19,229 |  
|                           |  |                    |         |          |                   |   |           |   |        |          |  |       |           |  |   |        |  

For the three months ended November 30, 2008, our overall gross margin increased to 73.3% from 67.6% achieved
in the corresponding quarter of fiscal 2008, primarily due to improvements of margins in traditional reagents and instruments.

For the six months ended
November 30, 2008, our overall gross margin increased to 73.2% from 69.9% achieved in the corresponding period of fiscal 2008, primarily due to improvements of margins in traditional reagents and instruments.

For the three months ended November 30, 2008, gross margins on traditional reagents increased to 80.8% from 74.7% during the corresponding quarter of fiscal 2008.
For the six months ended November 30, 2008, gross margins on traditional reagents increased to 79.7% from 77.2% during the corresponding period of fiscal 2008. Margin improvements in both current year periods were primarily due to increased
pricing as well as more favorable manufacturing variances when compared to prior year periods.

The gross margins on Capture products were in line with the
prior year for both the three- and six-month periods. Capture gross margins were 84.6% and 85.6% in the three- and six-month periods ended November 30, 2008, respectively, compared to 84.4% and 84.5% in the corresponding periods in fiscal 2008.

For the three-month and six-month periods ended November 30, 2008, the gross margin on instruments was 13.0% and 15.2%, respectively, compared to
negative 7.8% and negative 6.2%, respectively, for the corresponding periods in fiscal 2008. The gross margin improvement in both current year periods was primarily due to more instruments expensed in the prior year than in the current year. Where
sales contracts have reagent price guarantee clauses, instrument costs are expensed when the sale is made, but the related instrument revenue is deferred and recorded as income over the term of the contract.



23



---

##### Table of Contents

Operating Expenses



|                           |  |                    |        |                  |   |        |   |   |                  |                  |                  |        |        |                  |   |        |  |   |        |  |   |        |   |  |      |  
|-------------------------- |  | ------------------ | ------ | ---------------- | - | ------ | - | - | ---------------- | ---------------- | ---------------- | ------ | ------ | ---------------- | - | ------ |  | - | ------ |  | - | ------ | - |  | ---- | -
|                           |  | Three Months Ended |        |                  |   |        |   |   |                  | Six Months Ended |                  |        |        |                  |   |       
|                           |  | November 30,2008   |        | November 30,2007 |   | Change |   |   | November 30,2008 |                  | November 30,2007 |        | Change |                 
|                           |  |                    |        | Amount           |   |        | % |   |                  |                  |                  | Amount |        |                  | % |       
|                           |  |                    |        | ($ in thousands) |   |        |   |   |                  |                  |                  |        |        | ($ in thousands) |   |        |  |   |        | 
|Research and development   |  | $                  | 2,896  |                  | $ | 1,434  |   | $ | 1,462            |                  |                  | 102    | %      |                  | $ | 4,777  |  | $ | 3,489  |  | $ | 1,288  |   |  | 37   | %
|Selling and marketing      |  |                    | 10,713 |                  |   | 7,844  |   |   | 2,869            |                  |                  | 37     | %      |                  |   | 20,182 |  |   | 15,413 |  |   | 4,769  |   |  | 31   | %
|Distribution               |  |                    | 3,549  |                  |   | 2,646  |   |   | 903              |                  |                  | 34     | %      |                  |   | 7,017  |  |   | 5,330  |  |   | 1,687  |   |  | 32   | %
|General and administrative |  |                    | 7,467  |                  |   | 6,278  |   |   | 1,189            |                  |                  | 19     | %      |                  |   | 14,925 |  |   | 12,158 |  |   | 2,767  |   |  | 23   | %
|Restructuring expense      |  |                    |       |                  |   | 192    |   |   | (192             | )                |                  | -100   | %      |                  |   |       |  |   | 723    |  |   | (723   | ) |  | -100 | %
|Amortization expense       |  |                    | 1,071  |                  |   | 87     |   |   | 984              |                  |                  | 1131   | %      |                  |   | 1,596  |  |   | 173    |  |   | 1,423  |   |  | 823  | %
|                           |  |                    |        |                  |   |        |   |   |                  |                  |                  |        |        |                  |   |        |  |   |        |  |   |        |   |  |      |  
|Total operating expenses   |  | $                  | 25,696 |                  | $ | 18,481 |   | $ | 7,215            |                  |                  | 39     | %      |                  | $ | 48,497 |  | $ | 37,286 |  | $ | 11,211 |   |  | 30   | %
|                           |  |                    |        |                  |   |        |   |   |                  |                  |                  |        |        |                  |   |        |  |   |        |  |   |        |   |  |      |  

Research and development expenses increased by approximately $1.5 million and $1.3 million for the three- and
six-month periods ended November 30, 2008, respectively, compared to the corresponding periods of fiscal 2008. The increase for both current year periods is primarily due to the acquisition of BioArray, which took place in the first quarter of
this fiscal year.

Selling and marketing expenses increased by approximately $2.9 million and $4.8 million for the three-month and six-month periods ended
November 30, 2008, respectively, compared to the corresponding periods of fiscal 2008. The increases for the three-month and six-month periods were primarily due to the addition of new affiliates in France, the United Kingdom and BioArray as
well as higher sales commissions in the U.S.

Distribution expenses rose by approximately $0.9 million and $1.7 million for the three-month and six-month
periods ended November 30, 2008, respectively, compared to the corresponding periods of fiscal 2008. This increase is primarily due to an increase in freight charges and other general expenses.

General and administrative expenses increased by $1.2 million and $2.8 million for the three-month and six-month periods ended November 30, 2008, respectively,
compared to the corresponding periods of fiscal 2008, primarily due to the addition of BioArray and our affiliate in the United Kingdom.

Amortization
expense increased by approximately $0.9 million and $1.4 million for the three-month and six-month periods ended November 30, 2008, respectively, compared to the corresponding periods of fiscal 2008. This increase is due to intangibles that
were acquired upon the acquisition of BioArray and our affiliate in the United Kingdom, which took place in the first quarter of this fiscal year.

Income Taxes

The provision for income taxes increased $1.3 million and $2.0 million in the three-month and six-month periods ended
November 30, 2008, respectively, compared to the corresponding periods in fiscal 2008 primarily due to higher pre-tax income. The effective income tax rate was 36.1% and 35.7% in the three-month and six-month periods ended November 30,
2008, respectively, compared with 34.6% and 35.5% in the three-month and six-month periods ended November 30, 2007, respectively.

As a result of using
compensation cost deductions arising from the exercise of nonqualified employee stock options and vesting of restricted shares for federal and state income tax purposes, we realized income tax benefits of approximately $2.9 million and $6.3 million
in the six-month periods ended November 30, 2008 and 2007, respectively. No benefit was realized in the three month period ended November 30, 2008 compared to $1.9 million realized in the corresponding period in fiscal 2008. As required by
U.S. generally accepted accounting principles, these income tax benefits are recognized in our financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions in the consolidated
financial statements because the related compensation deductions were not recognized as compensation expense for financial reporting purposes. Our income tax liability is reduced by these amounts.



24



---

##### Table of Contents

Non-Operating Income



|                               |  |                    |      |        |                  |   |                  |                  |        |        |                  |  |                  |      |   |  |   |       |  |   |        |  
|------------------------------ |  | ------------------ | ---- | ------ | ---------------- | - | ---------------- | ---------------- | ------ | ------ | ---------------- |  | ---------------- | ---- | - |  | - | ----- |  | - | ------ | -
|                               |  | Three Months Ended |      | Change |                  |   | Six Months Ended |                  | Change |       
|                               |  | November 30,2008   |      |        | November 30,2007 |   |                  | November 30,2008 |        |        | November 30,2007 | 
|                               |  |                    |      | Amount |                  |   |                  |                  | Amount |       
|                               |  |                    |      |        | ($ in thousands) |   |                  |                  |        |        |                  |  | ($ in thousands) |      |   | 
|Non-operating income (expense) |  | $                  | (721 | )      |                  | $ | 1,313            |                  | $      | (2,034 | )                |  | $                | (473 | ) |  | $ | 2,150 |  | $ | (2,623 | )
|                               |  |                    |      |        |                  |   |                  |                  |        |        |                  |  |                  |      |   |  |   |       |  |   |        |  

The decrease in non-operating income for the three-month and six-month periods of fiscal 2009 compared to the
corresponding periods of fiscal 2008 was primarily attributable to foreign exchange losses as well as a decrease in interest income due to the decrease in our cash balance as a result of the acquisitions made in the first quarter of fiscal 2009 and
a decrease in interest rates.

Net Income and Earnings per Share

Higher sales and gross profit resulted in net income of $17.3 million, up 7% from $16.2 million for the second quarter compared to the corresponding fiscal 2008 quarter, and for the six-month period ended
November 30, 2008, higher sales and gross profit resulted in net income of $37.3 million, up 10% from $33.9 million for the corresponding fiscal 2008 period. For the second quarter of fiscal 2008, diluted earnings per share were $0.24, up from
$0.23 for the corresponding fiscal 2008 quarter. For the six-month period ended November 30, 2008, diluted earnings per share were $0.52, up from $0.48 for the corresponding fiscal 2008 period.

Liquidity and Capital Resources



|                                                             |  |                          |          |   |                  |   |        |  
|------------------------------------------------------------ |  | ------------------------ | -------- | - | ---------------- | - | ------ | -
|                                                             |  | For the Six Months Ended |         
|                                                             |  | November 30,2008         |          |   | November 30,2007 |  
|                                                             |  | (in thousands)           |         
|Net cash provided by operating activities                    |  | $                        | 32,308   |   |                  | $ | 26,610 |  
|Net cash used in investing activities                        |  |                          | (112,139 | ) |                  |   | (5,711 | )
|Net cash provided by (used in) financing activities          |  |                          | (541     | ) |                  |   | 2,301  |  
|Effect of exchange rate changes on cash and cash equivalents |  |                          | (2,382   | ) |                  |   | 1,027  |  
|                                                             |  |                          |          |   |                  |   |        |  
|Increase (decrease) in cash and cash equivalents             |  | $                        | (82,754  | ) |                  | $ | 24,227 |  
|                                                             |  |                          |          |   |                  |   |        |  

Our cash and cash equivalents were $92.3 million at November 30, 2008, as compared to $175.1 million at
May 31, 2008. The decrease in our cash position was primarily due to net cash payments of $108.5 million for the acquisition of BioArray.

Operating
ActivitiesNet cash generated by operating activities was $32.3 million for the six-month period ended November 30, 2008 (the 2009 Period), an increase of $5.7 million over the $26.6 million generated in the six-month
period ended November 30, 2007 (the 2008 Period). This $5.7 million increase in cash generated by operating activities was principally due to an increase of $3.4 million in net income for the 2009 Period compared to the 2008 Period.

Investing ActivitiesFor the 2009 Period, $112.1 million of net cash was used in investing activities, an increase of $106.4 million over $5.7
million of cash used in the 2008 Period. We paid $108.5 million for the acquisition of BioArray in the 2009 Period. For the purchase of property and equipment, we spent $3.6 million in the 2009 Period compared to $5.7 million spent in the 2008
Period.

Financing ActivitiesIn the 2009 Period, net cash used in financing activities was $0.5 million, compared to $2.3 million of net cash
provided in the 2008 Period. During the 2009 Period, we had a cash outflow of $1.0 million for payment of withholding taxes in compliance with the statutory tax withholding requirements on exercise of options and vesting of restricted shares in
exchange for surrender of the Companys shares of equal value, compared to a cash outflow of $5.5 million in the 2008 Period. The value of these reacquired shares is disclosed as Repurchase of common stock under financing activities
in the condensed consolidated statement of cash flows. Additionally, we utilized $4.7 million to repurchase shares of our common stock during the 2009 Period. We received $2.5 million and $1.8 million from the exercise of employee stock options in
the 2009 Period and 2008 Period, respectively. We received $2.9 million and $6.3 million excess tax benefits from share-based compensation for the 2009 Period and 2008 Period, respectively.



25



---

##### Table of Contents

Stock Repurchase Program

During the three and six months ended November 30, 2008, 200,000 shares were repurchased in the open market under the 1998 repurchase plan for $4.7 million. The Company did not make any repurchases during the six months ended
November 30, 2007. As of November 30, 2008, 8,432,944 shares had been repurchased under the program, leaving 942,056 shares available for repurchase.

Contingent Liabilities

We record contingent liabilities resulting from asserted and unasserted claims against us
when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability.
Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We have been
involved in certain legal proceedings, including a recently-settled patent infringement lawsuit against BioArray by Oxford Gene Technology IP Limited. We do not believe any of these proceedings will have a material adverse effect on our consolidated
financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these
proceedings. Contingent liabilities are described in Note 12 to the condensed consolidated financial statements.

Future Cash Requirements and
Restrictions

We expect that cash and cash equivalents and cash flows from operations will be sufficient to support operations and planned capital
expenditures for at least the next 12 months. We expect to continue to generate net positive cash flow although there will be some reduction in cash flow resulting from expenses related to the BioArray operations. In the longer term, we will be able
to use a portion of BioArrays net operating tax loss carryforwards, subject to certain conditions and limitations, which will positively impact cash flows.

There are no restrictions on our subsidiaries with respect to sending dividends, or making loans or advances to Immucor.

Critical Accounting
Policies

General

We have identified the policies
below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout Managements Discussion and
Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to the condensed
consolidated financial statements of this quarterly report on Form 10-Q and the notes to the consolidated financial statements and the Managements Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual
Report on Form 10-K for the fiscal year ended May 31, 2008, as filed with the SEC on July 24, 2008. Senior management has discussed the development and selection of critical accounting estimates and the related Managements Discussion
and Analysis of Financial Condition and Results of Operations disclosure with the Audit Committee of our Board of Directors. We believe that our most critical accounting policies and estimates relate to the following:



| | i. | Revenue recognition
| | -- | -------------------

| | ii. | Trade accounts receivable and allowance for doubtful accounts
| | --- | -------------------------------------------------------------

| | iii. | Inventories
| | ---- | -----------

| | iv. | Goodwill
| | --- | --------

| | v. | Income taxes
| | -- | ------------

| | vi. | Share-based compensation
| | --- | ------------------------



26



---

##### Table of Contents

i) Revenue Recognition

In accordance with the Staff Accounting Bulletin No. 104, Revenue Recognition, guidance, we recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services are rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Should changes in conditions cause management to determine these criteria are not met for
certain future transactions, revenue recognized for any reporting period could be adversely affected.



| |  |  | Reagent sales
| | - |  | -------------

Revenue from
the sale of our reagents to end users is primarily recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary. Revenue from the sale of our reagents to distributors
is recognized FOB customs clearance when both title and risk of loss transfer to the customer.



| |  |  | Medical instrument sales
| | - |  | ------------------------

Revenue from the sale of our medical instruments without multiple deliverables is generally recognized upon shipment and completion of contractual obligations. Revenue from rentals of our medical instruments is recognized over the term of
the rental agreement. Instrument service contract revenue is recognized over the term of the contract.

In cases of sales or rentals of instruments with
multiple deliverables, we recognize revenue on the sale of medical instruments in accordance with Emerging Issues Task Force (EITF) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Our
medical instrument sales contracts with multiple deliverables include the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, and, in many cases, price guarantees
for reagents and consumables purchased during the contract period. We have determined the fair value of certain of these elements, such as training and first year service. If the agreement does not include any price guarantees, the sales price in
excess of the fair values of training and service is allocated to the instrument itself and recognized upon shipment and completion of contractual obligations relating to training and/or installation. The fair value of a training session is
recognized as revenue when services are provided. The fair value of first year service is recognized over the first year of the contract. If the agreement contains price guarantees, the entire arrangement consideration is deferred and recognized
over the related guarantee period due to the fair value of the price guarantee not being determinable at the point of sale. The allocation of the total consideration, which is based on the estimated fair value of the units of accounting, requires
judgment by management.

ii) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at November 30, 2008, totaling $55.8 million, and at May 31, 2008, totaling $52.7 million, are net of allowances for doubtful accounts of $1.9
million and $2.0 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectibility of trade receivable balances is regularly
evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If it is determined that a customer will be unable
to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be
recovered.

iii) Inventories

Inventories are stated at
the lower of cost (first-in, first-out basis) or market (net realizable value). Cost includes material, labor and manufacturing overhead. We use a standard cost system as a tool to monitor production efficiency. The standard cost system applies
estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may
vary from the standard established and such variances are charged to the consolidated statement of income as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost,
periodic adjustments are made to the standard rates to approximate actual costs. No material changes have been made to the inventory policy during the second quarter of fiscal 2009.



27



---

##### Table of Contents

iv) Goodwill

On
adoption of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite lived intangible assets are no longer amortized but are tested for impairment annually or more
frequently if impairment indicators arise. Intangible assets that have finite lives continue to be amortized over their useful lives.

We evaluate the
carrying value of goodwill as at the end of the third quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating
whether goodwill is impaired, we compare the fair value of the reporting unit to which the goodwill is assigned to the reporting units carrying amount, including goodwill. The fair value of the reporting unit is estimated using primarily the
income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of
the reporting units goodwill to its carrying amount. In calculating the implied fair value of the reporting units goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based
on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill
exceeds its implied fair value.

v) Income Taxes

Our
income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit
carry-forwards. The value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the
future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of income. In assessing the realizability of deferred tax assets, we
consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and we consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and
tax-planning strategies in making this assessment. We assess the need for additional valuation allowances quarterly.

The calculation of tax liabilities
involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Although FIN 48, which we adopted at the beginning of fiscal 2008, provides further clarification on the accounting for uncertainty in
income taxes recognized in the financial statements, the new threshold and measurement attribute prescribed by the FASB will continue to require significant judgment by management. Resolution of these uncertainties in a manner inconsistent with our
expectations could have a material impact on our results of operations.

vi) Share-based Employee Compensation

We adopted Statement of Financial Accounting Standard No. 123R, Share-Based Payment (SFAS 123(R)), on June 1, 2006, using the
modified prospective transition method, which requires that (i) compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS 123(R) based on the grant date
fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, and (ii) compensation costs for all share-based payments
granted or modified subsequent to the adoption be recorded, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). On adoption of SFAS 123(R), we elected to attribute the value of share-based compensation to
expense using the straight-line method, which was previously used for disclosing our pro forma information required under SFAS 123.

We elected to value our
share-based payment awards using the Black-Scholes option-pricing model (the Black-Scholes model), which was previously used for disclosing our pro forma information required under SFAS 123. The Black-Scholes model was



28



---

##### Table of Contents

developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model
requires the input of certain assumptions. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

We have calculated our additional paid in capital pool (APIC pool) based on the actual income tax benefits received from exercises of stock options granted
after the effective date of SFAS 123 using the long method. The APIC pool is available to absorb any tax deficiencies subsequent to the adoption of SFAS 123(R).

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk

Except as noted
below in Part II, Item 1A, there have been no material changes regarding the Companys market risk position since the filing of its Annual Report on Form 10-K for the fiscal year ended May 31, 2008 as filed with the SEC on
July 24, 2008. For further details regarding the quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, contained in the Companys Annual Report on Form
10-K for the fiscal year ended May 31, 2008.

ITEM 4.    Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, an evaluation was carried out under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2008. Based upon our evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of November 30, 2008, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our
internal control over financial reporting during the quarter ended November 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the first quarter of fiscal year 2009, the Company acquired BioArray Solutions, Ltd. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements
for additional information regarding this acquisition. The Company is currently in the process of evaluating the internal controls of BioArray. However, due to a planned major systems implementation at BioArray during the current fiscal year and as
permitted by related SEC Staff interpretive guidance for newly acquired businesses, the Company anticipates that BioArray will be excluded from managements annual assessment of the effectiveness of the Companys internal control over
financial reporting as of May 31, 2009.

PART II

OTHER INFORMATION

ITEM 1.    Legal Proceedings

In October 2007, the Company reported that the Federal Trade Commission (FTC) was investigating whether Immucor violated federal antitrust laws or engaged
in unfair methods of competition through three acquisitions made in the period from 1996 through 1999, and whether Immucor or others engaged in unfair methods of competition by restricting price competition. The FTC letter requested that we provide
certain documents and information to the FTC concerning those acquisitions and concerning our product pricing activities since then. On July 11, 2008, the FTC formalized its document and information requests into a Civil Investigative
Demand (CID) and also required us to provide certain additional information within the same general scope of its previous requests. We have been cooperating with the FTC and we intend to continue cooperating, and we are assured that the
issuance of a formal CID does not indicate any dissatisfaction with our cooperation. As was previously the case, at this time we cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on our business.

Other than as set forth above or as previously reported in the Companys Annual Report on Form 10-K for the fiscal year ended May 31, 2008, as
filed with the SEC on July 24, 2008, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain
legal proceedings in the ordinary course of business.



29



---

##### Table of Contents

ITEM 1A.    Risk Factors

Except as noted below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2008, as filed
with the SEC on July 24, 2008. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K which could
materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently
deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

Increased competition in the
United States.

In calendar 2008, a new competitor entered the traditional blood bank reagent market in the United States. Their reagent products are
intended for use by donor centers, reference laboratories, and hospitals for pre-transfusion blood group serology testing. The new market entrant has begun to aggressively market these products, which could cause us to reduce prices and/or increase
marketing and other expenditures, or could result in the loss of business, all of which could reduce revenues and profitability.

Gross margin
volatility.

Our gross margin may be volatile from period to period due to various factors, including instrument sales, reagent product mix and
manufacturing costs. As we continue to drive automation in the blood bank marketplace and experience increased instrument sales as a result, the probable sales mix (in terms of instrument/reagent sales) could make it difficult for us to sustain the
overall gross margins we have generated in the past. The higher margins on the Capture reagents used on our instruments may not be enough to offset the lower margins on the instruments themselves. Moreover, there is likely to be further pressure on
our overall gross margin because EITF 00-21 requires that, for sales made on a capital purchase basis, the cost of the instrument be expensed upfront and the corresponding revenue be spread over the entire sales contract period for sales contracts
with reagent price guarantees. For our reagent products, margins vary depending upon the product with rarer products demanding much higher prices, and therefore, higher margins. Depending upon the sales mix of these products, margins could vary
significantly from period to period. Our reagent products are manufactured in house. Margins for these products could be impacted based upon costs of raw materials, labor as well as overhead and the efficiency of our manufacturing operations from
period to period. Margins may also be negatively impacted by increased competition. New market entrants or existing market participants seeking to gain market share may foster a competitive environment of pricing pressures and/or increased marketing
and other expenditures that could negatively impact profitability.

We may be unable to adequately protect our proprietary technology.

Our ability to compete depends in part on our ability to maintain the proprietary nature of our owned and licensed intellectual property. There can be no assurance as
to the degree of protection offered by our various patents, or with regard to licensed intellectual property, that the licenses will not be terminated. Although four of the original six patents on our proprietary solid-phase technology have expired,
we believe our remaining patents, together with our trade secrets and know-how, will prevent any current or future competitors from successfully copying and distributing our solid phase products. However, there can be no assurance that competitors
will not develop around the patented aspects of any of our current or proposed products, independently develop technology or know-how that is the same as or competitive with our technology and know-how or otherwise obtain access to our intellectual
property. If we are unable to maintain the proprietary nature of our intellectual property and our significant current or proposed products, our revenues and results of operations may be adversely affected.

Protecting our intellectual property rights is costly and time consuming. We may need to initiate lawsuits to protect or enforce our patents, or litigate against third
party claims, which would be expensive and, if we lose, may cause us to lose some of our intellectual property rights and reduce our ability to compete in the marketplace. Furthermore, these lawsuits may divert the attention of our management and
technical personnel.



30



---

##### Table of Contents

We are, and may in the future be, subject to intellectual property rights infringement claims, which are costly to
defend, could require us to pay substantial damages and could limit our ability to use certain technologies in the future.

Our commercial success
depends, in part, not only on protecting our own intellectual property but on not infringing the patents or proprietary rights of third parties. From time to time we receive notices from, or have lawsuits filed against us by, third parties claiming
that we infringe on their intellectual property rights, including a recently-settled patent infringement lawsuit against BioArray by Oxford Gene Technology IP Limited. Responding to such claims, regardless of their merit, can be time consuming,
result in costly litigation, divert managements attention and resources and cause us to incur significant expenses. Our practices, products and technologies, particularly with respect to BioArrays operations in the field of molecular
immunohematology, may not be able to withstand third party claims, regardless of the merits of such claims.

As a result of such intellectual property
infringement claims, we could be required or otherwise decide it is appropriate to discontinue manufacturing, using, or selling particular products subject to infringement claims or develop other technology not subject to infringement claims, which
could be time consuming and costly or may not be possible. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue certain of our practices, products or technologies that are found
to be in violation of another partys rights. We also may have to seek third-party licenses to continue certain of our existing or planned product lines, thereby incurring substantial costs related to royalty payments for such licenses, which
could negatively affect our gross margins, No assurance can be given that such efforts to remediate any infringement will be successful or that licenses can be obtained on acceptable terms or that litigation will not occur.

In the event there is a temporary or permanent injunction entered prohibiting us from marketing or selling certain of our products, or a successful claim of infringement
against us requiring us to pay royalties to a third party, and we fail to license such technology on acceptable terms and conditions or to develop or license a substitute technology, our business, results of operations or financial condition could
be materially adversely affected. Further, any adverse ruling or perception of an adverse ruling in defending ourselves against these claims could have a material adverse impact on our stock price, which may be disproportionate to the actual
significance of the ruling itself.

In connection with the on-going FTC investigation, the FTC could seek to impose remedies that could have a material
and adverse effect on our business.

As noted in Item 1 above, in October 2007 the Company reported that the FTC was investigating whether Immucor
violated federal antitrust laws or engaged in unfair methods of competition through three acquisitions made in the period from 1996 through 1999, and whether Immucor or others engaged in unfair methods of competition by restricting price
competition. The FTC generally has the power to commence administrative or federal court proceedings seeking a variety of remedies, including injunctive relief, divestiture of assets and disgorgement of profits. The imposition of any of those
remedies could have a materially adverse impact on our business, financial condition and results of operations.

Declining global economic conditions
may have a material adverse impact on our results.

Immucor is a global company with operations in North America, Europe and Japan and customers around
the world. General economic conditions impact our customers, particularly hospitals. For our instruments that are primarily sold on a capital purchase basis, reduced capital budgets that result from negative economic conditions could result in lower
instrument sales, which would negatively impact our future revenue, profitability and cash flow. A shift from capital purchases to rentals, which require no upfront cash outlay, could negatively impact our cash flow in the near term. Capital budget
constraints could slow our progress in driving automation in both our customer base and the blood banking industry as a whole, which could negatively impact our future revenues, profitability and cash flow.



31



---

##### Table of Contents

|ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

The
Company did not sell unregistered securities during the period covered by this report.

The Company repurchased shares of its Common Stock under the
Companys stock repurchase program during the quarter ended November 30, 2008 as indicated in the table below:



|                     |  |                 |  |                        |       |                                                          |           |                                                        |          
|-------------------- |  | --------------- |  | ---------------------- | ----- | -------------------------------------------------------- | --------- | ------------------------------------------------------ | ---------
|Period               |  | SharesPurchased |  | Average PricePer Share |       | Shares Purchased toDate as Part ofPublicly AnnouncedPlan |           | Maximum # of SharesAvailable to PurchaseUnder the Plan
|September 1-30, 2008 |  |                |  | $                      |      |                                                          | 8,232,944 |                                                        | 1,142,056
|October 1-31, 2008   |  | 200,000         |  | $                      | 23.40 |                                                          | 8,432,944 |                                                        | 942,056  
|November 1-30, 2008  |  |                |  | $                      |      |                                                          | 8,432,944 |                                                        | 942,056  

The Company instituted a stock repurchase program in June 1998. The Board of Directors authorized the Company to
repurchase up to 9,375,000 shares of the Companys common stock under this repurchase program. As of November 30, 2008, 8,432,944 shares had been repurchased under the program, leaving 942,056 shares available for repurchase. The
Companys stock repurchase program does not have an expiration date.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

The Company
held its Annual Meeting of Shareholders on November 13, 2008. The following is a summary of the matters voted on at that meeting:

The shareholders
voted on the election of nine directors, all incumbent directors of the Company, to serve until the Companys next Annual Meeting of Shareholders or until their successors are duly elected and qualified. Each of these directors was elected by
the affirmative vote of a plurality of the votes cast at the Annual Meeting. The number of shares cast for and the number of shares withheld, with respect to each of these persons, were as follows:



|                          |  |            |  |               
|------------------------- |  | ---------- |  | --------------
|Name                      |  | Votes For  |  | Votes Withheld
|James F. Clouser          |  | 66,309,445 |  | 127,797       
|Dr. Gioacchino De Chirico |  | 63,571,250 |  | 2,862,992     
|Ralph A. Eatz             |  | 63,435,034 |  | 3,002,208     
|Dr. Jack Goldstein        |  | 63,432,473 |  | 3,004,769     
|Hiroshi Hoketsu           |  | 46,407,478 |  | 20,029,764    
|Dr. Paul V. Holland       |  | 66,298,420 |  | 138,822       
|Ronny B. Lancaster        |  | 63,447,432 |  | 2,989,810     
|Chris E. Perkins          |  | 66,309,602 |  | 127,640       
|Joseph E. Rosen           |  | 63,575,350 |  | 2,861,892     

At the Annual Meeting, the shareholders also voted to ratify the appointment of Grant Thornton LLP as the
Companys independent registered public accounting firm for the fiscal year ending May 31, 2009. The number of shares cast for, votes cast against, abstentions and broker non-votes, with respect to this matter, were as follows:



|                 |  |           
|---------------- |  | ----------
|Votes For        |  | 66,353,413
|Votes Against    |  | 55,928    
|Abstentions      |  | 27,900    
|Broker Non-votes |  | 0         



|ITEM 6. | Exhibits
|------- | --------



|31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|---- | -------------------------------------------------------------------------------------------



|31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|---- | -------------------------------------------------------------------------------------------



32



---

##### Table of Contents

|32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------



|32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------

SIGNATURES

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

IMMUCOR,
INC.

(Registrant)



|                      |  |     |  |  |  |                                                             
|--------------------- |  | --- |  |  |  | ------------------------------------------------------------
|                      |  |     | 
|Date: January 8, 2009 |  | By: |  |  |  | /S/ DR. GIOACCHINO DE CHIRICO                               
|                      |  |     |  |  |  | Dr. Gioacchino De Chirico, Chief Executive Officer          
|                      |  |     |  |  |  | (on behalf of Registrant and as Principal Executive Officer)



|                      |  |     |  |  |  |                                             
|--------------------- |  | --- |  |  |  | --------------------------------------------
|                      |  |     | 
|Date: January 8, 2009 |  | By: |  |  |  | /S/ RICHARD A. FLYNT                        
|                      |  |     |  |  |  | Richard A. Flynt, Chief Financial Officer   
|                      |  |     |  |  |  | (Principal Financial and Accounting Officer)



33



---

##### Table of Contents

EXHIBIT INDEX



|       |  |                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                        
|       | 
|31.1   |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).        
|       | 
|31.2   |  | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).        
|       | 
|32.1   |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|       | 
|32.2   |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



34