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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: February 28, 2009

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 March 31, 2009: Common Stock, $0.10 Par Value  70,437,441









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IMMUCOR, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.        FINANCIAL INFORMATION



|                                  |  |                                                                                                                                                      |  |   
|--------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|                                  |  |                                                                                                                                                     
|Item 1.                           |  | Financial Statements                                                                                                                                 |  | 3 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Balance Sheets as of February 28, 2009 (unaudited) and May 31, 2008                                                           |  | 3 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2009 and February 
29, 2008 (unaudited)                 |  | 4 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statement of Shareholders Equity and Comprehensive Income for the period June 
1, 2008 through February 28, 2009 (unaudited) |  | 5 
|                                  |  |                                                                                                                                                     
|                                  |  | Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2009 and February 
29, 2008 (unaudited)                       |  | 6 
|                                  |  |                                                                                                                                                     
|                                  |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                                                     |  | 7 
|                                  |  |                                                                                                                                                     
|Item 2.                           |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                |  | 21
|                                  |  |                                                                                                                                                     
|Item 3.                           |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                           |  | 31
|                                  |  |                                                                                                                                                     
|Item 4.                           |  | Controls and Procedures                                                                                                                              |  | 31
|                                 
|PART II.        OTHER INFORMATION
|                                  |  |                                                                                                                                                     
|Item 1.                           |  | Legal Proceedings                                                                                                                                    |  | 32
|                                  |  |                                                                                                                                                     
|Item 1A.                          |  | Risk Factors                                                                                                                                         |  | 32
|                                  |  |                                                                                                                                                     
|Item 2.                           |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                          |  | 34
|                                  |  |                                                                                                                                                     
|Item 6.                           |  | Exhibits                                                                                                                                             |  | 34
|                                  |  |                                                                                                                                                     
|                                  |  | SIGNATURES                                                                                                                                           |  | 35



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

IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)



|                                                                                                                                                                          |  |                  |         |   |             |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ----------- | - | -------
|                                                                                                                                                                          |  | February 28,2009 |         |   | May 31,2008
|                                                                                                                                                                          |  | (Unaudited)      |         |   |            
|ASSETS                                                                                                                                                                    |  |                  |         |   |             |   |        
|CURRENT ASSETS:                                                                                                                                                           |  |                  |         |   |             |   |        
|Cash and cash equivalents                                                                                                                                                 |  | $                | 113,425 |   |             | $ | 175,056
|Trade accounts receivable, net of allowance for doubtful accounts of $2,308 at February 28, 2009 and $2,024 at May 31,
2008                                               |  |                  | 56,258  |   |             |   | 52,720 
|Inventories                                                                                                                                                               |  |                  | 35,607  |   |             |   | 32,228 
|Deferred income tax assets, current portion                                                                                                                               |  |                  | 3,822   |   |             |   | 6,151  
|Prepaid expenses and other current assets                                                                                                                                 |  |                  | 4,780   |   |             |   | 5,420  
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total current assets                                                                                                                                                      |  |                  | 213,892 |   |             |   | 271,575
|                                                                                                                                                                          |  |                 
|PROPERTY AND EQUIPMENT, Net                                                                                                                                               |  |                  | 40,108  |   |             |   | 36,426 
|GOODWILL                                                                                                                                                                  |  |                  | 93,792  |   |             |   | 36,758 
|INTANGIBLE ASSETS, Net                                                                                                                                                    |  |                  | 61,294  |   |             |   | 7,497  
|DEFERRED INCOME TAX ASSETS                                                                                                                                                |  |                  | 7,606   |   |             |   | 6,996  
|OTHER ASSETS                                                                                                                                                              |  |                  | 851     |   |             |   | 5,698  
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total assets                                                                                                                                                              |  | $                | 417,543 |   |             | $ | 364,950
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|                                                                                                                                                                          |  |                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |  |                  |         |   |             |   |        
|CURRENT LIABILITIES:                                                                                                                                                      |  |                  |         |   |             |   |        
|Accounts payable                                                                                                                                                          |  | $                | 9,220   |   |             | $ | 7,546  
|Accrued expenses and other current liabilities                                                                                                                            |  |                  | 15,368  |   |             |   | 15,715 
|Income taxes payable                                                                                                                                                      |  |                  | 8,789   |   |             |   | 6,612  
|Deferred revenue, current portion                                                                                                                                         |  |                  | 10,748  |   |             |   | 11,146 
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total current liabilities                                                                                                                                                 |  |                  | 44,125  |   |             |   | 41,019 
|                                                                                                                                                                          |  |                 
|DEFERRED REVENUE                                                                                                                                                          |  |                  | 12,428  |   |             |   | 13,010 
|DEFERRED INCOME TAX LIABILITIES                                                                                                                                           |  |                  | 1,177   |   |             |   | 1,031  
|OTHER LONG-TERM LIABILITIES                                                                                                                                               |  |                  | 2,241   |   |             |   | 2,194  
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total liabilities                                                                                                                                                         |  |                  | 59,971  |   |             |   | 57,254 
|COMMITMENTS AND CONTINGENCIES (Note 12)                                                                                                                                   |  |                  |         |   |             |   |        
|SHAREHOLDERS EQUITY:                                                                                                                                                     |  |                  |         |   |             |   |        
|Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding 70,502,194 and 70,136,225 shares at February 28,
2009 and May 31, 2008, respectively |  |                  | 7,050   |   |             |   | 7,014  
|Additional paid-in capital                                                                                                                                                |  |                  | 42,847  |   |             |   | 37,325 
|Retained earnings                                                                                                                                                         |  |                  | 307,810 |   |             |   | 251,059
|Accumulated other comprehensive income (loss)                                                                                                                             |  |                  | (135    | ) |             |   | 12,298 
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total shareholders equity                                                                                                                                                |  |                  | 357,572 |   |             |   | 307,696
|                                                                                                                                                                          |  |                  |         |   |             |   |        
|Total liabilities and shareholders equity                                                                                                                                |  | $                | 417,543 |   |             | $ | 364,950
|                                                                                                                                                                          |  |                  |         |   |             |   |        

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



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IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)



|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|--------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ---------------- |  | - | ---------------- | - |  | - | ------- | -
|                                                                |  | Three Months Ended |        |   | Nine Months Ended |  
|                                                                |  | February 28,2009   |        |   | February 29,2008  |   |        | February 28,2009 |  |   | February 29,2008 |  
|NET SALES                                                       |  | $                  | 75,309 |   |                   | $ | 67,029 |                  |  | $ | 221,506          |   |  | $ | 192,585 |  
|COST OF SALES(exclusive of amortization shown separately below) |  |                    | 21,520 |   |                   |   | 18,688 |                  |  |   | 60,734           |   |  |   | 56,489  |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|GROSS PROFIT                                                    |  |                    | 53,789 |   |                   |   | 48,341 |                  |  |   | 160,772          |   |  |   | 136,096 |  
|OPERATING EXPENSES:                                             |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Research and development                                        |  |                    | 2,777  |   |                   |   | 1,522  |                  |  |   | 7,553            |   |  |   | 5,011   |  
|Selling and marketing                                           |  |                    | 9,355  |   |                   |   | 7,605  |                  |  |   | 29,537           |   |  |   | 23,019  |  
|Distribution                                                    |  |                    | 3,309  |   |                   |   | 2,881  |                  |  |   | 10,326           |   |  |   | 8,212   |  
|General and administrative                                      |  |                    | 7,979  |   |                   |   | 7,228  |                  |  |   | 22,905           |   |  |   | 19,385  |  
|Restructuring expense                                           |  |                    |       |   |                   |   | (77    | )                |  |   |                 |   |  |   | 646     |  
|Amortization expense and other                                  |  |                    | 1,071  |   |                   |   | 88     |                  |  |   | 2,667            |   |  |   | 261     |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Total operating expenses                                        |  |                    | 24,491 |   |                   |   | 19,247 |                  |  |   | 72,988           |   |  |   | 56,534  |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|                                                                |  |                    |        |  
|INCOME FROM OPERATIONS                                          |  |                    | 29,298 |   |                   |   | 29,094 |                  |  |   | 87,784           |   |  |   | 79,562  |  
|                                                                |  |                    |        |  
|NON-OPERATING INCOME (EXPENSE):                                 |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Interest income                                                 |  |                    | 427    |   |                   |   | 1,260  |                  |  |   | 1,808            |   |  |   | 3,504   |  
|Interest expense                                                |  |                    | (42    | ) |                   |   | (111   | )                |  |   | (245             | ) |  |   | (292    | )
|Other, net                                                      |  |                    | (312   | ) |                   |   | (14    | )                |  |   | (1,964           | ) |  |   | 73      |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Total non-operating income (expense)                            |  |                    | 73     |   |                   |   | 1,135  |                  |  |   | (401             | ) |  |   | 3,285   |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|                                                                |  |                    |        |  
|INCOME BEFORE INCOME TAXES                                      |  |                    | 29,371 |   |                   |   | 30,229 |                  |  |   | 87,383           |   |  |   | 82,847  |  
|PROVISION FOR INCOME TAXES                                      |  |                    | 9,914  |   |                   |   | 10,963 |                  |  |   | 30,632           |   |  |   | 29,667  |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|NET INCOME                                                      |  | $                  | 19,457 |   |                   | $ | 19,266 |                  |  | $ | 56,751           |   |  | $ | 53,180  |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|                                                                |  |                    |        |  
|Earnings per share:                                             |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Per common sharebasic                                          |  | $                  | 0.28   |   |                   | $ | 0.28   |                  |  | $ | 0.81             |   |  | $ | 0.76    |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  
|Per common sharediluted                                        |  | $                  | 0.27   |   |                   | $ | 0.27   |                  |  | $ | 0.80             |   |  | $ | 0.75    |  
|                                                                |  |                    |        |   |                   |   |        |                  |  |   |                  |   |  |   |         |  

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



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IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME

(Unaudited, amounts in thousands)



|                                                 |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   |         |  
|------------------------------------------------ |  | ------------ | - |  | ------------------------ | ----- | - | ---------------- | - | ------------------------------------------- | - |  | ------------------------ | ------- |  | - | ------- | - |  | - | ------- | -
|                                                 |  | Common
Stock |   |  | AdditionalPaid-InCapital |       |   | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss)* |   |  | TotalShareholdersEquity |        
|                                                 |  | Shares       |   |  | Amount                   |       |   |                  |   |                                            
|BALANCE, MAY 31, 2008                            |  | 70,136       |   |  | $                        | 7,014 |   |                  | $ | 37,325                                      |   |  | $                        | 251,059 |  | $ | 12,298  |   |  | $ | 307,696 |  
|Shares issued under employee stock plan          |  | 619          |   |  |                          | 62    |   |                  |   | 3,560                                       |   |  |                          |        |  |   |        |   |  |   | 3,622   |  
|Share-based compensation expense                 |  |             |   |  |                          |      |   |                  |   | 3,749                                       |   |  |                          |        |  |   |        |   |  |   | 3,749   |  
|Stock repurchases and retirements                |  | (253         | ) |  |                          | (26   | ) |                  |   | (6,134                                      | ) |  |                          |        |  |   |        |   |  |   | (6,160  | )
|Tax benefits related to share-based compensation |  |             |   |  |                          |      |   |                  |   | 4,347                                       |   |  |                          |        |  |   |        |   |  |   | 4,347   |  
|Comprehensive income:                            |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   |         |  
|Foreign currency translation adjustments         |  |             |   |  |                          |      |   |                  |   |                                            |   |  |                          |        |  |   | (12,433 | ) |  |   | (12,433 | )
|Net income                                       |  |             |   |  |                          |      |   |                  |   |                                            |   |  |                          | 56,751  |  |   |        |   |  |   | 56,751  |  
|                                                 |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   |         |  
|Total comprehensive income                       |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   | 44,318  |  
|                                                 |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   |         |  
|BALANCE, FEBRUARY 28, 2009                       |  | 70,502       |   |  | $                        | 7,050 |   |                  | $ | 42,847                                      |   |  | $                        | 307,810 |  | $ | (135    | ) |  | $ | 357,572 |  
|                                                 |  |              |   |  |                          |       |   |                  |   |                                             |   |  |                          |         |  |   |         |   |  |   |         |  



|* | 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.



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IMMUCOR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)



|                                                                                     |  |                   |          |   |                  |   |         |  
|------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | ---------------- | - | ------- | -
|                                                                                     |  | Nine Months Ended |         
|                                                                                     |  | February 28,2009  |          |   | February 29,2008 |  
|OPERATING ACTIVITIES:                                                                |  |                   |          |   |                  |   |         |  
|Net income                                                                           |  | $                 | 56,751   |   |                  | $ | 53,180  |  
|Adjustments to reconcile net income to net cash provided by operating activities:    |  |                   |          |   |                  |   |         |  
|Depreciation and amortization                                                        |  |                   | 9,582    |   |                  |   | 6,182   |  
|Accretion of acquisition liabilities                                                 |  |                   |         |   |                  |   | 138     |  
|Loss on retirement of fixed assets                                                   |  |                   | 230      |   |                  |   | 326     |  
|Provision for doubtful accounts                                                      |  |                   | 905      |   |                  |   | 305     |  
|Share-based compensation expense                                                     |  |                   | 3,749    |   |                  |   | 3,041   |  
|Deferred income taxes                                                                |  |                   | 1,453    |   |                  |   | (3,038  | )
|Excess tax benefit from share-based compensation                                     |  |                   | (4,347   | ) |                  |   | (6,629  | )
|Changes in operating assets and liabilities, net of effects from acquired companies: |  |                   |          |   |                  |   |         |  
|Accounts receivable, trade                                                           |  |                   | (8,689   | ) |                  |   | (3,892  | )
|Income taxes                                                                         |  |                   | 6,706    |   |                  |   | 6,210   |  
|Inventories                                                                          |  |                   | (3,374   | ) |                  |   | (2,991  | )
|Other assets                                                                         |  |                   | (4,730   | ) |                  |   | (256    | )
|Accounts payable                                                                     |  |                   | 1,338    |   |                  |   | (2,181  | )
|Deferred revenue                                                                     |  |                   | (673     | ) |                  |   | 4,880   |  
|Accrued expenses and other liabilities                                               |  |                   | (4,868   | ) |                  |   | (1,181  | )
|                                                                                     |  |                   |          |   |                  |   |         |  
|Cash provided by operating activities                                                |  |                   | 54,033   |   |                  |   | 54,094  |  
|                                                                                     |  |                  
|INVESTING ACTIVITIES:                                                                |  |                   |          |   |                  |   |         |  
|Purchases of property and equipment                                                  |  |                   | (6,088   | ) |                  |   | (8,562  | )
|Acquisition of businesses, net of cash acquired                                      |  |                   | (108,659 | ) |                  |   |        |  
|                                                                                     |  |                   |          |   |                  |   |         |  
|Cash used in investing activities                                                    |  |                   | (114,747 | ) |                  |   | (8,562  | )
|                                                                                     |  |                  
|FINANCING ACTIVITIES:                                                                |  |                   |          |   |                  |   |         |  
|Repayments of long-term debt and liabilities                                         |  |                   | (213     | ) |                  |   | (310    | )
|Repurchase of common stock                                                           |  |                   | (5,644   | ) |                  |   | (5,549  | )
|Proceeds from exercise of stock options                                              |  |                   | 3,107    |   |                  |   | 2,180   |  
|Excess tax benefit from share-based compensation                                     |  |                   | 4,347    |   |                  |   | 6,629   |  
|                                                                                     |  |                   |          |   |                  |   |         |  
|Cash provided by financing activities                                                |  |                   | 1,597    |   |                  |   | 2,950   |  
|                                                                                     |  |                  
|EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS                                |  |                   | (2,514   | ) |                  |   | 1,818   |  
|                                                                                     |  |                   |          |   |                  |   |         |  
|(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                     |  |                   | (61,631  | ) |                  |   | 50,300  |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     |  |                   | 175,056  |   |                  |   | 113,551 |  
|                                                                                     |  |                   |          |   |                  |   |         |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           |  | $                 | 113,425  |   |                  | $ | 163,851 |  
|                                                                                     |  |                   |          |   |                  |   |         |  
|SUPPLEMENTAL INFORMATION:                                                            |  |                   |          |   |                  |   |         |  
|Tax paid                                                                             |  | $                 | 22,481   |   |                  | $ | 26,482  |  
|Interest paid                                                                        |  |                   | 37       |   |                  |   | 117     |  
|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.



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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 nine months ended February 28, 2009. 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 $115.7 million,
including approximately $2.9 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.

BioArray is a pioneer in the field of molecular immunohematology or the DNA analysis of blood for the purposes of transfusions. Through the development of
technologies supported by approximately 100 issued or pending patents, BioArray developed a novel and flexible technology platform that allows for a variety of DNA-based testing. The platform combines semiconductor technology, microparticle
chemistry and molecular biology to bring a high degree of flexibility and performance to quantitative DNA and protein analysis.



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Using this technology platform, BioArray developed
complete assay solutions called the BeadChipTMsystem. The BeadChip system includes BeadChips featuring proprietary array designs as well as an
automated Array Imaging System with snapshot image acquisition and the ImageStudioTMsuite of integrated image analysis programs. The
resulting integrated assay delivery system enables users to simultaneously perform dozens of customized tests on each patient sample in a semi-automated fashion. The Company believes this versatility makes the BeadChip format ideally suited to a
wide scope of applications.

As of the acquisition date, the BeadChip system was being sold to and used by a number of customers for
research only purposes, which does not require FDA approval. The Company, after the acquisition was finalized, began the process of developing an automated instrument for the further commercialization of the BioArray solution. Although not required
for research only use, Immucor expects to seek FDA and CE Mark approval once the automated instrument is developed to facilitate the wider commercialization of the product.

Immucor believes that molecular immunohematology will revolutionize future blood bank operations. Immucors acquisition of BioArray provides new,
strategic growth markets for the Company in both its current market of transfusion, through an offering complementary to its current product offerings, as well as the potential new market of transplantation. The purchase price for BioArray, and the
resulting goodwill, reflects the significant growth opportunities that both companies believe BioArrays technology and the combination of the companies complementary strengths represents for future growth.

Immucors leadership in blood banking industry automation and BioArrays leadership in molecular diagnostic systems for specialty transfusion
applications should allow the combined company to develop and deliver more precise molecular immunohematology solutions to enhance patient outcomes. Immucor also believes its proven strength in developing automated instruments combined with its FDA
licensing and CE Mark process experience, its established distribution network, its sales and marketing capabilities as well as its financial resources will generate enhanced long-term growth opportunities for the commercialization of
BioArrays BeadChip system.

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s technology in fields outside of blood
transfusion and transplantation. The former equity holders of BioArray received an 81% ownership interest in the new company, and Immucor, through BioArray and for no additional consideration, received a 19% ownership interest. In the allocation of
the BioArray purchase price, no value was allocated to Immucors interest in the new company.

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
liabilities and deferred income tax matters and residual goodwill.



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The following table details the purchase price allocation as of February 28, 2009 (in thousands):



|                             |  |   |         |  
|---------------------------- |  | - | ------- | -
|Current assets               |  | $ | 8,546   |  
|Plant and equipment          |  |   | 1,533   |  
|Goodwill                     |  |   | 57,311  |  
|Developed product technology |  |   | 51,000  |  
|Deferred tax asset           |  |   | 18,963  |  
|Trademarks                   |  |   | 1,600   |  
|Non-compete agreements       |  |   | 1,650   |  
|                             |  |   |         |  
|Total assets acquired        |  |   | 140,603 |  
|Deferred tax liability       |  |   | (18,988 | )
|Liabilities assumed          |  |   | (5,894  | )
|                             |  |   |         |  
|Net assets acquired          |  | $ | 115,721 |  
|                             |  |   |         |  

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 $57.3 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%. 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 February 28, 2009 (in thousands, except years):



|                             |  |            |        |                         |   |               |  |            |        |  |        
|---------------------------- |  | ---------- | ------ | ----------------------- | - | ------------- |  | ---------- | ------ |  | -------
|Intangible Asset             |  | Fair Value |        | AccumulatedAmortization |   | Net BookValue |  | UsefulLife
|Developed product technology |  | $          | 51,000 |                         | $ | 1,750         |  | $          | 49,250 |  | 17 yrs.
|Trademarks                   |  |            | 1,600  |                         |   | 55            |  |            | 1,545  |  | 17 yrs.
|Non-compete agreements       |  |            | 1,650  |                         |   | 193           |  |            | 1,457  |  | 5 yrs. 
|                             |  |            |        |                         |   |               |  |            |        |  |        
|                             |  | $          | 54,250 |                         | $ | 1,998         |  | $          | 52,252 |  |        
|                             |  |            |        |                         |   |               |  |            |        |  |        

Developed product technology represents the value assigned to BioArrays technology platform,
the BeadChip system. The BeadChip system is sold as a product platform that has a number of applications. It was not possible to identify income streams associated with the various technologies within the portfolio. As such, the asset was valued as
a single portfolio of technologies. The valuation was developed based upon the projected future cash flows and other valuation factors attributable to anticipated future sales of the BeadChip system. Immucor is in the process of developing an
automated instrument to further commercialize the BeadChip system. This project was started post-acquisition. While there is some risk that the FDA licensing or CE Mark process for the future automated instrument would not be successful, Immucor did
not consider this regulatory risk to be significant enough to classify the technology portfolio that comprises the BeadChip system as in-process research and development.



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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 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 presented below (in thousands, except per share data) does not reflect any synergies or operating cost reductions that may be achieved from
the combined operations.



|                                  |  |                    |        |                   |   |                  |  |                  |         |  |   |        
|--------------------------------- |  | ------------------ | ------ | ----------------- | - | ---------------- |  | ---------------- | ------- |  | - | -------
|                                  |  | Three Months Ended |        | Nine Months Ended
|                                  |  | February 28,2009   |        | February 29,2008  |   | February 28,2009 |  | February 29,2008
|Revenue                           |  | $                  | 75,309 |                   | $ | 67,452           |  | $                | 221,822 |  | $ | 193,607
|Net Income                        |  | $                  | 19,457 |                   | $ | 16,271           |  | $                | 54,201  |  | $ | 44,659 
|                                  |  |                    |        |                  
|Earnings per common sharebasic   |  | $                  | 0.28   |                   | $ | 0.23             |  | $                | 0.77    |  | $ | 0.64   
|                                  |  |                    |        |                   |   |                  |  |                  |         |  |   |        
|Earnings per common sharediluted |  | $                  | 0.27   |                   | $ | 0.23             |  | $                | 0.76    |  | $ | 0.63   
|                                  |  |                    |        |                   |   |                  |  |                  |         |  |   |        

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.



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



|                                        |  |                  |        |  
|--------------------------------------- |  | ---------------- | ------ | -
|                                        |  | February 28,2009 |       
|                                        |  | (in thousands)   |       
|Beginning balance, May 31, 2008         |  | $                | 36,758 |  
|Additions:                              |  |                  |        |  
|Acquisition of IBG                      |  |                  | 2,791  |  
|Acquisition of BioArray                 |  |                  | 57,311 |  
|Foreign currency translation adjustment |  |                  | (3,068 | )
|                                        |  |                  |        |  
|Ending balance, February 28, 2009       |  | $                | 93,792 |  
|                                        |  |                  |        |  



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



|                                               |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|---------------------------------------------- |  | ------------------- |  | ----------------------- | ------ | -------------- | --- | ------ | ---- |  | ----------------------- | ------ |  | --- | ------ |  | - | ------ | - |  | - | -----
|                                               |  | WeightedAverageLife |  | February 28, 2009       |        | May 31, 2008  
|                                               |  | Cost                |  | AccumulatedAmortization |        |                | Net |        | Cost |  | AccumulatedAmortization |        |  | Net
|                                               |  |                     |  | (in thousands)          |        | (in thousands)
|Intangible assets subject to amortization:     |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|Deferred licensing costs                       |  | 5 yrs               |  | $                       | 581    |                | $   | (479   | )    |  | $                       | 102    |  | $   | 581    |  | $ | (472   | ) |  | $ | 109  
|Distribution rights                            |  | 8 yrs               |  |                         | 3,655  |                |     | (2,246 | )    |  |                         | 1,409  |  |     | 3,416  |  |   | (1,921 | ) |  |   | 1,495
|Customer lists                                 |  | 16 yrs              |  |                         | 4,685  |                |     | (1,269 | )    |  |                         | 3,416  |  |     | 3,122  |  |   | (1,022 | ) |  |   | 2,100
|Non-compete agreements                         |  | 5 yrs               |  |                         | 1,650  |                |     | (193   | )    |  |                         | 1,457  |  |     |       |  |   |       |   |  |   |     
|Developed product technology                   |  | 17 yrs              |  |                         | 51,084 |                |     | (1,813 | )    |  |                         | 49,271 |  |     |       |  |   |       |   |  |   |     
|Trademarks / tradenames                        |  | 17 yrs              |  |                         | 1,613  |                |     | (65    | )    |  |                         | 1,548  |  |     |       |  |   |       |   |  |   |     
|                                               |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|Total amortizable assets                       |  |                     |  |                         | 63,268 |                |     | (6,065 | )    |  |                         | 57,203 |  |     | 7,119  |  |   | (3,415 | ) |  |   | 3,704
|Intangible assets not subject to amortization: |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|Deferred licensing costs                       |  |                     |  |                         | 4,091  |                |     |       |      |  |                         | 4,091  |  |     | 3,793  |  |   |       |   |  |   | 3,793
|                                               |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|Total non-amortizable assets                   |  |                     |  |                         | 4,091  |                |     |       |      |  |                         | 4,091  |  |     | 3,793  |  |   |       |   |  |   | 3,793
|                                               |  |                     |  |                         |        |                |     |        |      |  |                         |        |  |     |        |  |   |        |   |  |   |      
|Total other intangible assets                  |  |                     |  | $                       | 67,359 |                | $   | (6,065 | )    |  | $                       | 61,294 |  | $   | 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                |  | $ | 1,625 
|2010                |  |   | 4,149 
|2011                |  |   | 4,149 
|2012                |  |   | 4,149 
|2013                |  |   | 3,779 
|Thereafter          |  |   | 39,352
|                    |  |   |       
|                    |  | $ | 57,203
|                    |  |   |       



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

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



|                           |  |                  |        |             |   |       
|-------------------------- |  | ---------------- | ------ | ----------- | - | ------
|                           |  | February 28,2009 |        | May 31,2008
|                           |  | (in thousands)  
|Raw materials and supplies |  | $                | 8,037  |             | $ | 7,406 
|Work in process            |  |                  | 4,019  |             |   | 3,852 
|Finished goods             |  |                  | 23,551 |             |   | 20,970
|                           |  |                  |        |             |   |       
|                           |  | $                | 35,607 |             | $ | 32,228
|                           |  |                  |        |             |   |       



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

During the first quarter
of fiscal 2009, in compliance with statutory tax withholding requirements, the Company either withheld from certain option exercises or reacquired from certain restricted shareholders 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 nine months ended February 28, 2009, 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 nine months ended February 29, 2008. As of February 28, 2009, 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 nine 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 February 28, 2009, awards for 1,699,171 shares have been granted under the 2005 Plan and 1,900,829 shares are still available for future awards, of which a maximum of 1,591,527 can be awarded as restricted shares. Options
are granted at the closing 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 nine months ended
February 28, 2009 and February 29, 2008 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:



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##### Table of Contents

|                            |  |                    |  |                   |  |                  |  |                 
|--------------------------- |  | ------------------ |  | ----------------- |  | ---------------- |  | ----------------
|                            |  | Three Months Ended |  | Nine Months Ended
|                            |  | February 28,2009   |  | February 29,2008  |  | February 28,2009 |  | February 29,2008
|Risk-free interest rate (1) |  | 1.80%              |  | 3.16%             |  | 3.19%            |  | 4.92%           
|Expected volatility (2)     |  | 42.80%             |  | 40.36%            |  | 42.23%           |  | 40.26%          
|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 nine months ended February 28, 2009 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.

The following is a summary of the changes in outstanding options for the three and nine months ended February 28, 2009:



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|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|-------------------------------- |  | --------------- | - |  | ---------------------------- | ----- | ----------------------------------------------- | --- | --------------------------- | - | ------
|                                 |  | 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
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|                                 |  |                 |   | 
|Granted (2)                      |  | 47,461          |   |  | $                            | 25.37 |                                                 |     |                             |   |       
|Exercised (3)                    |  | (172,506        | ) |  | $                            | 3.79  |                                                 |     |                             |   |       
|Forfeited                        |  | (32,344         | ) |  | $                            | 26.33 |                                                 |     |                             |   |       
|Expired                          |  | (20,289         | ) |  | $                            | 2.83  |                                                 |     |                             |   |       
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|Outstanding at February 28, 2009 |  | 2,589,800       |   |  | $                            | 18.01 |                                                 | 4.6 |                             | $ | 18,903
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       
|Exercisable at February 28, 2009 |  | 1,358,872       |   |  | $                            | 9.47  |                                                 | 4.2 |                             | $ | 18,494
|                                 |  |                 |   |  |                              |       |                                                 |     |                             |   |       

| | 
| | 

| | 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 as of the date presented).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2) | The weighted-average grant-date fair value of share options granted during the quarters ended February 28, 2009 and February 29, 2008 was $9.29 and $11.59, respectively.
The weighted-average grant-date fair value of share options granted during the nine months ended February 28, 2009 and February 29, 2008 was $10.54 and $11.59, respectively.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3) | The total intrinsic value of share options exercised during the quarters ended February 28, 2009 and February 29, 2008 was $3.9 million and $1.4 million, respectively. The
total intrinsic value of share options exercised during the nine months ended February 28, 2009 and February 29, 2008 was $13.6 million and $31.0 million, respectively.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Restricted stock activity

The
following is a summary of the changes in nonvested restricted stock for the three and nine months ended February 28, 2009:



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|                                                 |  |                       |   |  |                                      |      
|------------------------------------------------ |  | --------------------- | - |  | ------------------------------------ | -----
|                                                 |  | Number of      Shares |   |  | 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
|Expired                                          |  |                      |   |  |                                      |     
|                                                 |  |                       |   |  |                                      |      
|Nonvested stock outstanding at November 30, 2008 |  | 145,778               |   |  | $                                    | 23.72
|                                                 |  |                       |   |  |                                      |      
|                                                 |  |                      
|Granted                                          |  |                      |   |  |                                      |     
|Vested                                           |  |                      |   |  |                                      |     
|Forfeited                                        |  | (3,757                | ) |  |                                      | 25.03
|Expired                                          |  |                      |   |  |                                      |     
|                                                 |  |                       |   |  |                                      |      
|Nonvested stock outstanding at February 28, 2009 |  | 142,021               |   |  | $                                    | 23.68
|                                                 |  |                       |   |  |                                      |      

The total fair value of restricted shares vested during both nine-month periods ended
February 28, 2009 and 2008 was $0.8 million.

As of February 28, 2009, there was $12.8 million of total unrecognized compensation
cost related to nonvested share-based compensation arrangements. This compensation cost is expected to be recognized through June 2013, based on existing vesting terms with the weighted average remaining expense recognition period being
approximately 3.0 years.



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

The components of
comprehensive income for the three-month and nine-month periods ended February 28, 2009 and February 29, 2008 are as follows (in thousands):



|                                             |  |                    |        |                   |                  |   |                  |  |   |                  |   |  |   |       
|-------------------------------------------- |  | ------------------ | ------ | ----------------- | ---------------- | - | ---------------- |  | - | ---------------- | - |  | - | ------
|                                             |  | Three Months Ended |        | Nine Months Ended
|                                             |  | February 28,2009   |        |                   | February 29,2008 |   | February 28,2009 |  |   | February 29,2008
|Net income                                   |  | $                  | 19,457 |                   |                  | $ | 19,266           |  | $ | 56,751           |   |  | $ | 53,180
|Net foreign currency translation adjustments |  |                    | (1,084 | )                 |                  |   | 2,684            |  |   | (12,433          | ) |  |   | 8,086 
|                                             |  |                    |        |                   |                  |   |                  |  |   |                  |   |  |   |       
|Comprehensive income                         |  | $                  | 18,373 |                   |                  | $ | 21,950           |  | $ | 44,318           |   |  | $ | 61,266
|                                             |  |                    |        |                   |                  |   |                  |  |   |                  |   |  |   |       

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



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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 |        | Nine Months Ended
|                                                      |  | February 28,2009   |        | February 29,2008  |   | February 28,2009 |  | February 29,2008
|Numerator for basic and diluted earnings per share:   |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|Net Income                                            |  | $                  | 19,457 |                   | $ | 19,266           |  | $                | 56,751 |  | $ | 53,180
|                                                      |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|Denominator:                                          |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|For basic earnings per share                          |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|weighted average shares basis                        |  |                    | 70,406 |                   |   | 69,991           |  |                  | 70,361 |  |   | 69,792
|Effect of dilutive stock options and restricted stock |  |                    | 739    |                   |   | 1,122            |  |                  | 834    |  |   | 1,308 
|                                                      |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|Denominator for diluted earnings per share            |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|adjusted weighted average shares basis               |  |                    | 71,145 |                   |   | 71,113           |  |                  | 71,195 |  |   | 71,100
|                                                      |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|Earnings per common sharebasic                       |  | $                  | 0.28   |                   | $ | 0.28             |  | $                | 0.81   |  | $ | 0.76  
|                                                      |  |                    |        |                   |   |                  |  |                  |        |  |   |       
|Earnings per common sharediluted                     |  | $                  | 0.27   |                   | $ | 0.27             |  | $                | 0.80   |  | $ | 0.75  
|                                                      |  |                    |        |                   |   |                  |  |                  |        |  |   |       

The effect of 1,200,057 and 44,515 out-of-the-money options for the quarter ended February 28,
2009 and February 29, 2008, respectively, and 567,327 and 40,137 out-of-money options for the nine months ended February 28, 2009 and February 29, 2008, respectively, were excluded from the above calculation as inclusion of these
securities would be anti-dilutive.



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

The
Companys operations and segments are organized around geographic areas. Immucors Europe segment includes the operations of Belgium, France, Germany, Italy, Portugal, Spain 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.

The basis of segmentation has been refined since our last annual report. The information for European
locations has been combined in this report. In previous reports, the information for certain European locations was reported separately. All prior year data has been retroactively adjusted to align with current reporting.

Segment information for the three-month and nine-month periods ended February 28, 2009 and February 29, 2008 is summarized below (in thousands).



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|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|---------------------------------------- |  | -------------------------------------------- | ------ | - | ------ | - | ------ |  | ----- | ----- |  | ----- | ----- | - | ------------ | - | ------ | - |  | - | ------ | -
|                                         |  | For the Three Months Ended February 28, 2009 |       
|                                         |  | U.S.                                         |        |   | Europe |   | Canada |  | Japan |       |  | Elims |       |   | Consolidated |  
|Traditional reagent revenues:            |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  | $                                            | 40,090 |   |        | $ | 6,433  |  | $     | 2,011 |  | $     | 2,094 |   |              | $ |       |   |  | $ | 50,628 |  
|Affiliates                               |  |                                              | 1,157  |   |        |   | 1,069  |  |       | 45    |  |       |      |   |              |   | (2,271 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 41,247 |   |        |   | 7,502  |  |       | 2,056 |  |       | 2,094 |   |              |   | (2,271 | ) |  |   | 50,628 |  
|Capture revenues:                        |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  |                                              | 9,531  |   |        |   | 4,947  |  |       | 718   |  |       | 194   |   |              |   |       |   |  |   | 15,390 |  
|Affiliates                               |  |                                              | 1,728  |   |        |   | 687    |  |       |      |  |       |      |   |              |   | (2,415 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 11,259 |   |        |   | 5,634  |  |       | 718   |  |       | 194   |   |              |   | (2,415 | ) |  |   | 15,390 |  
|Net instrument revenues:                 |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  |                                              | 5,719  |   |        |   | 1,980  |  |       | 407   |  |       | 320   |   |              |   |       |   |  |   | 8,426  |  
|Affiliates                               |  |                                              | 1,608  |   |        |   | 2,373  |  |       |      |  |       |      |   |              |   | (3,981 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 7,327  |   |        |   | 4,353  |  |       | 407   |  |       | 320   |   |              |   | (3,981 | ) |  |   | 8,426  |  
|Net molecular immunohematology revenues: |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  |                                              | 865    |   |        |   |       |  |       |      |  |       |      |   |              |   |       |   |  |   | 865    |  
|Affiliates                               |  |                                              | 156    |   |        |   |       |  |       |      |  |       |      |   |              |   | (156   | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 1,021  |   |        |   |       |  |       |      |  |       |      |   |              |   | (156   | ) |  |   | 865    |  
|                                         |  |                                              |        |   |        |  
|Net Sales                                |  |                                              | 60,854 |   |        |   | 17,489 |  |       | 3,181 |  |       | 2,608 |   |              |   | (8,823 | ) |  |   | 75,309 |  
|                                         |  |                                              |        |   |        |  
|Income (loss) from operations            |  |                                              | 27,742 |   |        |   | 782    |  |       | 741   |  |       | 80    |   |              |   | (47    | ) |  |   | 29,298 |  
|                                         |  |                                              |        |   |        |  
|Depreciation                             |  |                                              | 1,283  |   |        |   | 810    |  |       | 59    |  |       | 46    |   |              |   |       |   |  |   | 2,198  |  
|Amortization                             |  |                                              | 989    |   |        |   | 62     |  |       |      |  |       | 20    |   |              |   |       |   |  |   | 1,071  |  
|Income tax (benefit) expense             |  |                                              | 9,294  |   |        |   | 343    |  |       | 293   |  |       |      |   |              |   | (16    | ) |  |   | 9,914  |  
|Capital expenditures                     |  |                                              | 795    |   |        |   | 1,462  |  |       | 221   |  |       | 8     |   |              |   |       |   |  |   | 2,486  |  
|                                         | 
|                                         |  | For the Three Months Ended February 29, 2008 |       
|                                         |  | U.S.                                         |        |   | Europe |   | Canada |  | Japan |       |  | Elims |       |   | Consolidated |  
|Traditional reagent revenues:            |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  | $                                            | 35,207 |   |        | $ | 6,162  |  | $     | 2,467 |  | $     | 1,877 |   |              | $ |       |   |  | $ | 45,713 |  
|Affiliates                               |  |                                              | 1,270  |   |        |   | 890    |  |       | 46    |  |       |      |   |              |   | (2,206 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 36,477 |   |        |   | 7,052  |  |       | 2,513 |  |       | 1,877 |   |              |   | (2,206 | ) |  |   | 45,713 |  
|Capture revenues:                        |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  |                                              | 9,128  |   |        |   | 4,072  |  |       | 858   |  |       | 109   |   |              |   |       |   |  |   | 14,167 |  
|Affiliates                               |  |                                              | 1,882  |   |        |   | 612    |  |       |      |  |       |      |   |              |   | (2,494 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 11,010 |   |        |   | 4,684  |  |       | 858   |  |       | 109   |   |              |   | (2,494 | ) |  |   | 14,167 |  
|Net instrument revenues:                 |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Unaffiliated customers                   |  |                                              | 4,466  |   |        |   | 2,248  |  |       | 425   |  |       | 10    |   |              |   |       |   |  |   | 7,149  |  
|Affiliates                               |  |                                              | 1,117  |   |        |   | 932    |  |       |      |  |       |      |   |              |   | (2,049 | ) |  |   |       |  
|                                         |  |                                              |        |   |        |   |        |  |       |       |  |       |       |   |              |   |        |   |  |   |        |  
|Total                                    |  |                                              | 5,583  |   |        |   | 3,180  |  |       | 425   |  |       | 10    |   |              |   | (2,049 | ) |  |   | 7,149  |  
|                                         |  |                                              |        |   |        |  
|Net Sales                                |  |                                              | 53,070 |   |        |   | 14,916 |  |       | 3,796 |  |       | 1,996 |   |              |   | (6,749 | ) |  |   | 67,029 |  
|                                         |  |                                              |        |   |        |  
|Income (loss) from operations            |  |                                              | 25,826 |   |        |   | 1,343  |  |       | 1,894 |  |       | (42   | ) |              |   | 73     |   |  |   | 29,094 |  
|                                         |  |                                              |        |   |        |  
|Depreciation                             |  |                                              | 1,047  |   |        |   | 882    |  |       | 48    |  |       | 55    |   |              |   |       |   |  |   | 2,032  |  
|Amortization                             |  |                                              | 70     |   |        |   |       |  |       |      |  |       | 17    |   |              |   |       |   |  |   | 87     |  
|Restructuring expenses                   |  |                                              | (77    | ) |        |   |       |  |       |      |  |       |      |   |              |   |       |   |  |   | (77    | )
|Income tax expense                       |  |                                              | 9,557  |   |        |   | 692    |  |       | 687   |  |       |      |   |              |   | 27     |   |  |   | 10,963 |  
|Capital expenditures                     |  |                                              | 1,175  |   |        |   | 1,643  |  |       | 33    |  |       |      |   |              |   |       |   |  |   | 2,851  |  



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|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|---------------------------------------- |  | ------------------------------------------- | ------- | ------ | - | ------ |  | ----- | ------ |  | ----- | ------ | - | ------------ | - | -------- | - |  | - | -------
|                                         |  | For the Nine Months Ended February 28, 2009
|                                         |  | U.S.                                        |         | Europe |   | Canada |  | Japan |        |  | Elims |        |   | Consolidated
|Traditional reagent revenues:            |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  | $                                           | 115,089 |        | $ | 19,248 |  | $     | 6,737  |  | $     | 6,055  |   |              | $ |         |   |  | $ | 147,129
|Affiliates                               |  |                                             | 3,852   |        |   | 3,183  |  |       | 236    |  |       |       |   |              |   | (7,271   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 118,941 |        |   | 22,431 |  |       | 6,973  |  |       | 6,055  |   |              |   | (7,271   | ) |  |   | 147,129
|Capture revenues:                        |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 28,653  |        |   | 15,534 |  |       | 2,311  |  |       | 590    |   |              |   |         |   |  |   | 47,088 
|Affiliates                               |  |                                             | 5,016   |        |   | 2,075  |  |       |       |  |       |       |   |              |   | (7,091   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 33,669  |        |   | 17,609 |  |       | 2,311  |  |       | 590    |   |              |   | (7,091   | ) |  |   | 47,088 
|Net instrument revenues:                 |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 17,063  |        |   | 6,896  |  |       | 1,189  |  |       | 466    |   |              |   |         |   |  |   | 25,614 
|Affiliates                               |  |                                             | 4,051   |        |   | 5,468  |  |       |       |  |       |       |   |              |   | (9,519   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 21,114  |        |   | 12,364 |  |       | 1,189  |  |       | 466    |   |              |   | (9,519   | ) |  |   | 25,614 
|Net molecular immunohematology revenues: |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 1,675   |        |   |       |  |       |       |  |       |       |   |              |   |         |   |  |   | 1,675  
|Affiliates                               |  |                                             | 156     |        |   |       |  |       |       |  |       |       |   |              |   | (156     | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 1,831   |        |   |       |  |       |       |  |       |       |   |              |   | (156     | ) |  |   | 1,675  
|                                         |  |                                             |         |        |   |       
|Net Sales                                |  |                                             | 175,555 |        |   | 52,404 |  |       | 10,473 |  |       | 7,111  |   |              |   | (24,037  | ) |  |   | 221,506
|                                         |  |                                             |         |        |   |       
|Income (loss) from operations            |  |                                             | 83,583  |        |   | 679    |  |       | 3,677  |  |       | 128    |   |              |   | (283     | ) |  |   | 87,784 
|                                         |  |                                             |         |        |   |       
|Depreciation                             |  |                                             | 3,969   |        |   | 2,642  |  |       | 173    |  |       | 131    |   |              |   |         |   |  |   | 6,915  
|Amortization                             |  |                                             | 2,395   |        |   | 216    |  |       |       |  |       | 56     |   |              |   |         |   |  |   | 2,667  
|Income tax (benefit) expense             |  |                                             | 28,273  |        |   | 1,028  |  |       | 1,416  |  |       |       |   |              |   | (85      | ) |  |   | 30,632 
|Capital expenditures                     |  |                                             | 2,329   |        |   | 3,207  |  |       | 526    |  |       | 26     |   |              |   |         |   |  |   | 6,088  
|Property & equipment, net                |  |                                             | 29,059  |        |   | 9,245  |  |       | 1,458  |  |       | 346    |   |              |   |         |   |  |   | 40,108 
|Total assets at period end               |  |                                             | 496,065 |        |   | 65,772 |  |       | 20,774 |  |       | 17,516 |   |              |   | (182,584 | ) |  |   | 417,543
|                                         | 
|                                         |  | For the Nine Months Ended February 29, 2008
|                                         |  | U.S.                                        |         | Europe |   | Canada |  | Japan |        |  | Elims |        |   | Consolidated
|Traditional reagent revenues:            |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  | $                                           | 103,217 |        | $ | 17,741 |  | $     | 7,317  |  | $     | 5,539  |   |              | $ |         |   |  | $ | 133,814
|Affiliates                               |  |                                             | 4,229   |        |   | 2,817  |  |       | 165    |  |       |       |   |              |   | (7,211   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 107,446 |        |   | 20,558 |  |       | 7,482  |  |       | 5,539  |   |              |   | (7,211   | ) |  |   | 133,814
|Capture revenues:                        |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 24,206  |        |   | 11,594 |  |       | 2,206  |  |       | 339    |   |              |   |         |   |  |   | 38,345 
|Affiliates                               |  |                                             | 5,059   |        |   | 1,752  |  |       |       |  |       |       |   |              |   | (6,811   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 29,265  |        |   | 13,346 |  |       | 2,206  |  |       | 339    |   |              |   | (6,811   | ) |  |   | 38,345 
|Net instrument revenues:                 |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 10,600  |        |   | 6,568  |  |       | 1,394  |  |       | 167    |   |              |   |         |   |  |   | 18,729 
|Affiliates                               |  |                                             | 1,991   |        |   | 2,656  |  |       |       |  |       |       |   |              |   | (4,647   | ) |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 12,591  |        |   | 9,224  |  |       | 1,394  |  |       | 167    |   |              |   | (4,647   | ) |  |   | 18,729 
|Net collagen revenues:                   |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Unaffiliated customers                   |  |                                             | 1,697   |        |   |       |  |       |       |  |       |       |   |              |   |         |   |  |   | 1,697  
|Affiliates                               |  |                                             |        |        |   |       |  |       |       |  |       |       |   |              |   |         |   |  |   |       
|                                         |  |                                             |         |        |   |        |  |       |        |  |       |        |   |              |   |          |   |  |   |        
|Total                                    |  |                                             | 1,697   |        |   |       |  |       |       |  |       |       |   |              |   |         |   |  |   | 1,697  
|                                         |  |                                             |         |        |   |       
|Net Sales                                |  |                                             | 150,999 |        |   | 43,128 |  |       | 11,082 |  |       | 6,045  |   |              |   | (18,669  | ) |  |   | 192,585
|                                         |  |                                             |         |        |   |       
|Income (loss) from operations            |  |                                             | 71,911  |        |   | 3,381  |  |       | 4,573  |  |       | (240   | ) |              |   | (63      | ) |  |   | 79,562 
|                                         |  |                                             |         |        |   |       
|Depreciation                             |  |                                             | 3,151   |        |   | 2,456  |  |       | 160    |  |       | 155    |   |              |   |         |   |  |   | 5,922  
|Amortization                             |  |                                             | 211     |        |   |       |  |       |       |  |       | 49     |   |              |   |         |   |  |   | 260    
|Restructuring expenses                   |  |                                             | 646     |        |   |       |  |       |       |  |       |       |   |              |   |         |   |  |   | 646    
|Income tax (benefit) expense             |  |                                             | 26,743  |        |   | 1,410  |  |       | 1,537  |  |       |       |   |              |   | (23      | ) |  |   | 29,667 
|Capital expenditures                     |  |                                             | 5,249   |        |   | 3,106  |  |       | 119    |  |       | 88     |   |              |   |         |   |  |   | 8,562  
|Property & equipment, net                |  |                                             | 23,655  |        |   | 9,061  |  |       | 1,366  |  |       | 602    |   |              |   |         |   |  |   | 34,684 
|Total assets at period end               |  |                                             | 300,080 |        |   | 62,864 |  |       | 22,224 |  |       | 16,622 |   |              |   | (53,752  | ) |  |   | 348,038



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Net export sales to unaffiliated customers (in thousands):



|                       |  |                      |       |                      |   |                      |  |                      |       |  |   |       
|---------------------- |  | -------------------- | ----- | -------------------- | - | -------------------- |  | -------------------- | ----- |  | - | ------
|                       |  | Three Months Ended   |       | Nine Months Ended   
|                       |  | February 28,    2009 |       | February 29,    2008 |   | February 28,    2009 |  | February 29,    2008
|United States          |  | $                    | 1,359 |                      | $ | 1,700                |  | $                    | 3,613 |  | $ | 4,645 
|Germany                |  |                      | 971   |                      |   | 1,848                |  |                      | 3,760 |  |   | 5,208 
|Canada                 |  |                      | 306   |                      |   | 395                  |  |                      | 1,303 |  |   | 1,451 
|                       |  |                      |       |                      |   |                      |  |                      |       |  |   |       
|Total net export sales |  | $                    | 2,636 |                      | $ | 3,943                |  | $                    | 8,676 |  | $ | 11,304
|                       |  |                      |       |                      |   |                      |  |                      |       |  |   |       



|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. In July 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 responded to the CID and has subsequently provided certain follow up information as it continues to cooperate with the FTC in its investigation. 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 October 2008, the FASB issued FASB Staff
Position No. FAS 157-3, Determining the Fair Value of a Financial Asset when the Market for That Asset Is Not Active. FSP FAS 157-3 provides guidance on calculating fair value in an inactive market. This FSP is effective upon issuance,
including prior periods for which financial statements have not been issued. The adoption of this FSP did not have an impact on our consolidated financial statements.

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



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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.

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 does not expect the adoption of SFAS No. 141 (R) to have a material impact 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.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities. Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. The Company does not expect the adoption of FSP EITF No. 03-6-1 to have a material effect on its consolidated
financial statements.



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

From time to time the Company makes statements or projections about future financial results or economic performance, or statements about plans and objectives for future operations, which are referred to as
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. We sometimes use forward-looking statements in discussions of future operations, financial performance, product development and new product launches, FDA and other regulatory applications and
approvals, market position and expenditures. Some of the statements in this report are such forward-looking statements. 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: lower than expected demand for the Companys instruments; the decision of customers to defer capital spending; the unexpected change in the mix
of instruments being purchased instead of acquired through other means, which could significantly increase costs; the outcome and costs associated with the Companys quality process improvement project; the inability of customers to efficiently
integrate the Companys instruments into their blood banking operations; increased competition in the sale of instruments and reagents, particularly in North America; unanticipated operational problems that result in non-compliance with FDA
regulations; the failure to effectively integrate BioArray operations into the Companys overall operations; product development obstacles including obstacles related to the development of an automated instrument for the molecular
immunohematology products produced by BioArray; regulatory obstacles including obstacles in securing regulatory approval of the BioArray system; the inability to hire and retain, and the unexpected loss of, key managers; changes in interest rates;
fluctuations in foreign currency conversion rates; the strengthening of the U.S. Dollar versus any of the functional currencies in which the Company operates and its adverse impact on reported results; 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; the Companys
inability to protect its intellectual property or its infringement of the intellectual property of others; lower than expected market acceptance of the molecular immunohematology products produced by BioArray; the unexpected application of different
accounting rules; general economic conditions; and adverse developments with respect to the operation or performance of the Company, its products and its affiliates or the market price of its common stock. 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, as such risk factors may be revised or expanded in this report.

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.



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We have introduced several instruments in the past, and we continue to focus on developing new instruments and improving
our existing instruments. Our Galileo® instrument, 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 $115.7
million in cash, including approximately $2.9 million of acquisition-related transaction costs. We have included the financial results of BioArray in our condensed consolidated financial statements beginning August 4, 2008. BioArray will
continue to be based in Warren, NJ and operate under the BioArray name.

BioArray pioneered the
development of molecular diagnostic systems that enable the DNA typing (genotyping) of blood for transfusion donors and recipients. In this transaction, we acquired the broad intellectual property portfolio BioArray generated through its substantial
investments in research and development, including approximately 100 issued or pending patents. Through the development of technologies supported by the patents, BioArray developed a novel and flexible technology platform that allows for a variety
of DNA-based testing. The platform combines semiconductor technology, microparticle chemistry and molecular biology to bring a high degree of flexibility and performance to quantitative DNA and protein analysis. Using this technology platform,
BioArray offers complete assay solutions called the BeadChipTMsystem.

The BeadChip system includes BeadChips featuring proprietary array designs as well as an automated Array Imaging
System with snapshot image acquisition and the ImageStudioTMsuite of integrated image analysis programs. The resulting integrated assay
delivery system enables users to simultaneously perform dozens of customized tests on each patient sample in a semi-automated fashion. We believe this versatility makes the BeadChip format ideally suited to a wide scope of applications. The BeadChip
system, which has not yet received FDA approval, is currently installed in a number of leading donor and transfusion centers for research applications.

We
believe that molecular immunohematology, or the DNA analysis of blood for the purpose of transfusions, will revolutionize future blood bank operations. Our acquisition of BioArray provides new, strategic growth markets for the Company in both our
current market of transfusion through an offering complementary to our current product offerings as well as the potential new market of transplantation. 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 proven strength in developing automated instruments combined with our FDA licensing and CE Mark process experience, our established distribution network, our sales and marketing capabilities as
well as our financial resources will generate enhanced long-term growth opportunities for the commercialization of BioArrays BeadChip system.

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.



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Performance



|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|------------------------------ | ---------------- | ------------------ | ------ | ---------------- | ---------------- | - | ------ | ----------------- |  | - | ------ | - | ---------------- | --- | - | ---------------- | - | ------- | - |  | - | ------- | - |  | - | ------ | - |  | ---- | -
|                               |                  | Three Months Ended |        |                  | Change           |   |        | Nine Months Ended |  |   | Change |  
|                               | February 28,2009 |                    |        | February 29,2008 |                  |   |        |                   |  |   |        |   | February 28,2009 |     |   | February 29,2008 |   |         |   |  |   |         |  
|                               |                  |                    | Amount |                  |                  | % |        |                   |  |   | Amount |   |                  | %   |  
|                               |                  | ($ in thousands)   |        |                  | ($ in thousands) |  
|Net sales                      |                  | $                  | 75,309 |                  |                  | $ | 67,029 |                   |  | $ | 8,280  |   |                  | 12  | % |                  | $ | 221,506 |   |  | $ | 192,585 |   |  | $ | 28,921 |   |  | 15   | %
|Gross margin                   |                  |                    | 53,789 |                  |                  |   | 48,341 |                   |  |   | 5,448  |   |                  | 11  | % |                  |   | 160,772 |   |  |   | 136,096 |   |  |   | 24,676 |   |  | 18   | %
|Gross margin percentage        |                  |                    | 71.4   | %                |                  |   | 72.1   | %                 |  |   |        |   |                  |     |   |                  |   | 72.6    | % |  |   | 70.7    | % |  |   |        |   |  |      |  
|Operating expenses             |                  |                    | 24,491 |                  |                  |   | 19,247 |                   |  |   | 5,244  |   |                  | 27  | % |                  |   | 72,988  |   |  |   | 56,534  |   |  |   | 16,454 |   |  | 29   | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Income from operations         |                  |                    | 29,298 |                  |                  |   | 29,094 |                   |  |   | 204    |   |                  | 1   | % |                  |   | 87,784  |   |  |   | 79,562  |   |  |   | 8,222  |   |  | 10   | %
|Non-operating income (expense) |                  |                    | 73     |                  |                  |   | 1,135  |                   |  |   | (1,062 | ) |                  | -94 | % |                  |   | (401    | ) |  |   | 3,285   |   |  |   | (3,686 | ) |  | -112 | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Income before income tax       |                  |                    | 29,371 |                  |                  |   | 30,229 |                   |  |   | (858   | ) |                  | -3  | % |                  |   | 87,383  |   |  |   | 82,847  |   |  |   | 4,536  |   |  | 5    | %
|Provision for income tax       |                  |                    | 9,914  |                  |                  |   | 10,963 |                   |  |   | (1,049 | ) |                  | -10 | % |                  |   | 30,632  |   |  |   | 29,667  |   |  |   | 965    |   |  | 3    | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Net income                     |                  | $                  | 19,457 |                  |                  | $ | 19,266 |                   |  | $ | 191    |   |                  | 1   | % |                  | $ | 56,751  |   |  | $ | 53,180  |   |  | $ | 3,571  |   |  | 7    | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Earnings per share:            |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Per common sharebasic         |                  | $                  | 0.28   |                  |                  | $ | 0.28   |                   |  | $ |       |   |                  | 0   | % |                  | $ | 0.81    |   |  | $ | 0.76    |   |  | $ | 0.05   |   |  | 7    | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  
|Per common sharediluted       |                  | $                  | 0.27   |                  |                  | $ | 0.27   |                   |  | $ |       |   |                  | 0   | % |                  | $ | 0.80    |   |  | $ | 0.75    |   |  | $ | 0.05   |   |  | 7    | %
|                               |                  |                    |        |                  |                  |   |        |                   |  |   |        |   |                  |     |   |                  |   |         |   |  |   |         |   |  |   |        |   |  |      |  

Revenue increased by 12% and 15% during the three-month and nine-month periods ended February 28, 2009,
respectively, compared with 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 the third quarter of fiscal 2009, our gross profit increased by 11% while operating expenses increased by 27%, which translated into a 1% increase in net income
compared with the third quarter of fiscal 2008. In the nine months ended February 28, 2009, our gross profit increased by 18% while operating expenses rose by 29%, which translated into a 7% increase in net income compared with the
corresponding period of fiscal 2008. For the three- and nine-month periods ended February 28, 2009, 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).

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

As of February 28, 2009, we
had received orders for a total of 627 Galileo instruments worldwide (an increase of 25 instruments in the third quarter of fiscal 2009), including 353 in Europe, 269 in North America and 5 in Japan, and approximately 573 of these Galileo
instruments were generating reagent revenues. In the case of Echo, as of February 28, 2009, we had received orders for a total of 518 Echo instruments worldwide (an increase of 88 instruments in the third quarter of fiscal 2009), including 102
in Europe, 405 in North America and 11 in Japan, and at least 269 of these Echo instruments were generating reagent revenues.

Business Outlook

For fiscal 2009, our primary focus will be to continue to market the 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 more consistent 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.



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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 its operations into our overall operations, as well as beginning the development of a more automated instrument for the further commercialization of the BioArray solution. 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 European market. In the near term, until the next generation automated instrument is developed, we do not expect BioArray to make a material contribution to revenues. Additionally, we expect
to experience increased spending 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 nine-month periods ended February 28, 2009. We expect fiscal 2009 to be an investment year in these markets with trends
improving in fiscal 2010.

During the fiscal third quarter, the Company began a quality process improvement project to enhance our operations and improve
our quality initiatives. We spent approximately $0.5 million in the fiscal third quarter and expect to spend $1.5 million to $2.0 million in the fiscal fourth quarter related to the project.

Results of Operations

Net Sales



|                           |                  |                    |                  |        |                  |                  |                   |                  |        |        |     |   |   |   |         |  |   |         |  |   |        |   |  |      |  
|-------------------------- | ---------------- | ------------------ | ---------------- | ------ | ---------------- | ---------------- | ----------------- | ---------------- | ------ | ------ | --- | - | - | - | ------- |  | - | ------- |  | - | ------ | - |  | ---- | -
|                           |                  | Three Months Ended |                  | Change |                  |                  | Nine Months Ended |                  | Change |       
|                           | February 28,2009 |                    | February 29,2008 |        |                  | February 28,2009 |                   | February 29,2008 |       
|                           |                  |                    | Amount           |        | %                |                  |                   |                  |        | Amount |     |   | % |  
|                           |                  | ($ in thousands)   |                  |        | ($ in thousands) |                 
|Traditional reagents       |                  | $                  | 50,628           |        | $                | 45,713           |                   | $                | 4,915  |        | 11  | % |   | $ | 147,129 |  | $ | 133,814 |  | $ | 13,315 |   |  | 10   | %
|Capture products           |                  |                    | 15,390           |        |                  | 14,167           |                   |                  | 1,223  |        | 9   | % |   |   | 47,088  |  |   | 38,345  |  |   | 8,743  |   |  | 23   | %
|Instruments                |                  |                    | 8,426            |        |                  | 7,149            |                   |                  | 1,277  |        | 18  | % |   |   | 25,614  |  |   | 18,729  |  |   | 6,885  |   |  | 37   | %
|Molecular immunohematology |                  |                    | 865              |        |                  |                 |                   |                  | 865    |        | 100 | % |   |   | 1,675   |  |   |        |  |   | 1,675  |   |  | 100  | %
|Collagen                   |                  |                    |                 |        |                  |                 |                   |                  |       |        | 0   | % |   |   |        |  |   | 1,697   |  |   | (1,697 | ) |  | -100 | %
|                           |                  |                    |                  |        |                  |                  |                   |                  |        |        |     |   |   |   |         |  |   |         |  |   |        |   |  |      |  
|                           |                  | $                  | 75,309           |        | $                | 67,029           |                   | $                | 8,280  |        | 12  | % |   | $ | 221,506 |  | $ | 192,585 |  | $ | 28,921 |   |  | 15   | %
|                           |                  |                    |                  |        |                  |                  |                   |                  |        |        |     |   |   |   |         |  |   |         |  |   |        |   |  |      |  

Of the $8.3 million total increase in revenues in the third quarter of fiscal 2009 compared with the prior year
period, approximately $6.0 million came from price increases and approximately $1.3 million came from the increased number of instruments placed in the United States. Approximately $2.1 million of the increase in revenues came from sales increases,
including instrument revenues, outside the United States and approximately $0.9 million of the increase came from the sale of molecular immunohematology products produced by recently acquired BioArray. These increases were offset by a reduction of
approximately $0.3 million related to reduced reagent volumes and approximately $1.7 million attributable to foreign currency translation.

Of the $28.9
million total increase in revenues in the nine-month period ended February 28, 2009 compared with the corresponding period of fiscal 2008, approximately $20.9 million came from price increases and approximately $6.5 million came from instrument
volume increases in the United States. Approximately $5.8 million of the increase in revenues came from sales increases, including instrument revenues, outside the United States and approximately $1.7 million of the increase came from the sale of
molecular immunohematology products produced by BioArray. These increases were offset by a reduction of approximately $3.6 million related to reagent volumes and a reduction of approximately $0.7 million attributable to foreign currency translation.
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 nine months of fiscal 2009 when
compared with the prior year period.

Traditional reagent revenue in the three-month and nine-month periods ended February 28, 2009 increased 11% and
10%, respectively, compared with the corresponding periods of fiscal 2008 primarily 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.



24



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##### Table of Contents

Sales of Capture reagent products increased by 9% in the three-month period ended February 28, 2009, compared with
the corresponding period of fiscal 2008. For the nine month period ended February 28, 2009, sales of Capture products increased 23% compared with the corresponding period of fiscal 2008 due to increased volume, in part as a result of our new
affiliates in France and the United Kingdom. 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 18% and 37% in the three-month and nine-month periods ended
February 28, 2009, respectively, compared with 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 when it includes a
price guarantee, which is normally five years. In the third quarter of fiscal 2009, $2.1 million of deferred revenue was recognized from previously placed instruments compared with $2.1 million recognized in the third quarter of fiscal 2008, and
approximately $2.1 million of instrument sales were deferred in this manner, compared with $4.1 million in the 2008 quarter. In the first nine months of fiscal 2009, $7.8 million of deferred revenue was recognized from previously placed instruments
compared with $5.8 million recognized in the corresponding period of fiscal 2008, and in the 2009 fiscal period, approximately $6.8 million of instrument sales were deferred in this manner, compared with $10.2 million in the corresponding 2008
period. As of February 28, 2009 and February 29, 2008, deferred instrument and service revenues totaled $23.2 million and $24.8 million, respectively, which we expect to recognize over the next five years.

The sale of molecular immunohematology products produced by BioArray resulted in $0.9 million in revenue during the third fiscal quarter of 2009 and $1.7 million in
revenue in the period from August 4, 2008, the date we acquired BioArray, through February 28, 2009.

Gross Margins (1)



|                               |                   |                    |         |                   |                   |   |           |        |         |          |  |      |           |  |   |        |  
|------------------------------ | ----------------- | ------------------ | ------- | ----------------- | ----------------- | - | --------- | ------ | ------- | -------- |  | ---- | --------- |  | - | ------ | -
|                               |                   | Three Months Ended |         |                   |                   |  
|                               |                   | February 28, 2009  |         |                   | February 29, 2008 |   |           | Change |        
|                               |                   | Amount             |         | Margin %          |                   |   | Amount    |        |         | Margin % |  |      | Amount    | 
|                               |                   | (in 000)          |         |                   |                   |   | (in 000) |        |         |          |  |      | (in 000) | 
|Traditional reagents (1)       |                   | $                  | 39,530  |                   | 78.1              | % |           | $      | 36,351  |          |  | 79.5 | %         |  | $ | 3,179  |  
|Capture products (1)           |                   |                    | 12,927  |                   | 84.0              | % |           |        | 12,130  |          |  | 85.6 | %         |  |   | 797    |  
|Instruments (1)                |                   |                    | 1,024   |                   | 12.2              | % |           |        | (140    | )        |  | -2.0 | %         |  |   | 1,164  |  
|Molecular immunohematology (1) |                   |                    | 308     |                   | 35.6              | % |           |        |        |          |  | 0.0  | %         |  |   | 308    |  
|Collagen (1)                   |                   |                    |        |                   | 0.0               | % |           |        |        |          |  | 0.0  | %         |  |   |       |  
|                               |                   |                    |         |                   |                   |   |           |        |         |          |  |      |           |  |   |        |  
|                               |                   | $                  | 53,789  |                   | 71.4              | % |           | $      | 48,341  |          |  | 72.1 | %         |  | $ | 5,448  |  
|                               |                   |                    |         |                   |                   |   |           |        |         |          |  |      |           |  |   |        |  
|                               |                   |                   
|                               |                   | Nine Months Ended  |         |                   | Change            |  
|                               | February 28, 2009 |                    |         | February 29, 2008 |                   |  
|                               |                   | Amount             |         | Margin %          |                   |   | Amount    |        |         | Margin % |  |      | Amount    | 
|                               |                   | (in 000)          |         |                   |                   |   | (in 000) |        |         |          |  |      | (in 000) | 
|Traditional reagents (1)       |                   | $                  | 116,469 |                   | 79.2              | % |           | $      | 104,369 |          |  | 78.0 | %         |  | $ | 12,100 |  
|Capture products (1)           |                   |                    | 40,071  |                   | 85.1              | % |           |        | 32,566  |          |  | 84.9 | %         |  |   | 7,505  |  
|Instruments (1)                |                   |                    | 3,631   |                   | 14.2              | % |           |        | (856    | )        |  | -4.6 | %         |  |   | 4,487  |  
|Molecular immunohematology (1) |                   |                    | 601     |                   | 35.9              | % |           |        |        |          |  | 0.0  | %         |  |   | 601    |  
|Collagen (1)                   |                   |                    |        |                   | 0.0               | % |           |        | 17      |          |  | 1.0  | %         |  |   | (17    | )
|                               |                   |                    |         |                   |                   |   |           |        |         |          |  |      |           |  |   |        |  
|                               |                   | $                  | 160,772 |                   | 72.6              | % |           | $      | 136,096 |          |  | 70.7 | %         |  | $ | 24,676 |  
|                               |                   |                    |         |                   |                   |   |           |        |         |          |  |      |           |  |   |        |  



|(1) | The determination of gross margin is exclusive of amortization expense which is presented separately as an operating expense in the income statement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

For the three months ended February 28, 2009, our overall gross margin decreased to 71.4% from 72.1% achieved in the
corresponding quarter of fiscal 2008, primarily due to higher than normal manufacturing variances as well as $0.5 million related to the quality improvement project.

For the nine months ended February 28, 2009, our overall gross margin increased to 72.6% from 70.7% achieved in the corresponding period of fiscal 2008, primarily due to improvements of margins in traditional
reagents and instruments.

For the three months ended February 28, 2009, gross margins on traditional reagents decreased to 78.1% from 79.5% during
the corresponding quarter of fiscal 2008, due to higher than normal manufacturing variances, primarily from the disposal of certain inventory related to products previously produced in our Houston, Texas facility. For the nine months ended
February 28, 2009, gross margins on traditional reagents increased to 79.2% from 78.0% during the corresponding period of fiscal 2008, primarily due to increased pricing.

For the three months ended February 28, 2009, gross margins on Capture products decreased to 84.0% from 85.6% in the prior year period primarily due to foreign currency fluctuations and product mix. Capture gross
margins for the nine months ended February 28, 2009 were essentially in line with the prior year period with fiscal 2009 year-to-date margins of 85.1% compared with 84.9% in the prior year period.

For the three-month and nine-month periods ended February 28, 2009, the gross margin on instruments was 12.2% and 14.2%, respectively, compared with negative 2.0%
and negative 4.6%, 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.

Operating Expenses



|                           |  |                    |        |                  |                  |        |   |                   |   |                  |  |      |   |  |   |        |  |   |        |  |   |        |   |  |      |  
|-------------------------- |  | ------------------ | ------ | ---------------- | ---------------- | ------ | - | ----------------- | - | ---------------- |  | ---- | - |  | - | ------ |  | - | ------ |  | - | ------ | - |  | ---- | -
|                           |  | Three Months Ended |        |                  | Change           |        |   | Nine Months Ended |   | Change           | 
|                           |  | February 28,2009   |        | February 29,2008 |                  |        |   | February 28,2009  |   | February 29,2008 | 
|                           |  |                    | Amount |                  | %                |        |   |                   |   | Amount           |  |      | % | 
|                           |  | ($ in thousands)   |        |                  | ($ in thousands) |       
|Research and development   |  | $                  | 2,777  |                  | $                | 1,522  |   |                   | $ | 1,255            |  | 82   | % |  | $ | 7,553  |  | $ | 5,011  |  | $ | 2,542  |   |  | 51   | %
|Selling and marketing      |  |                    | 9,355  |                  |                  | 7,605  |   |                   |   | 1,750            |  | 23   | % |  |   | 29,537 |  |   | 23,019 |  |   | 6,518  |   |  | 28   | %
|Distribution               |  |                    | 3,309  |                  |                  | 2,881  |   |                   |   | 428              |  | 15   | % |  |   | 10,326 |  |   | 8,212  |  |   | 2,114  |   |  | 26   | %
|General and administrative |  |                    | 7,979  |                  |                  | 7,228  |   |                   |   | 751              |  | 10   | % |  |   | 22,905 |  |   | 19,385 |  |   | 3,520  |   |  | 18   | %
|Restructuring expense      |  |                    |       |                  |                  | (77    | ) |                   |   | 77               |  | -100 | % |  |   |       |  |   | 646    |  |   | (646   | ) |  | -100 | %
|Amortization expense       |  |                    | 1,071  |                  |                  | 88     |   |                   |   | 983              |  | 1117 | % |  |   | 2,667  |  |   | 261    |  |   | 2,406  |   |  | 922  | %
|                           |  |                    |        |                  |                  |        |   |                   |   |                  |  |      |   |  |   |        |  |   |        |  |   |        |   |  |      |  
|Total operating expenses   |  | $                  | 24,491 |                  | $                | 19,247 |   |                   | $ | 5,244            |  | 27   | % |  | $ | 72,988 |  | $ | 56,534 |  | $ | 16,454 |   |  | 29   | %
|                           |  |                    |        |                  |                  |        |   |                   |   |                  |  |      |   |  |   |        |  |   |        |  |   |        |   |  |      |  

Research and development expenses increased by approximately $1.3 million and $2.5 million for the three- and
nine-month periods ended February 28, 2009, respectively, compared with 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 $1.8 million and $6.5 million for the three-month and nine-month periods
ended February 28, 2009, respectively, compared with the corresponding periods of fiscal 2008. The increase for both current year periods is primarily due to the addition of new affiliates in France and the United Kingdom as well as BioArray
and higher sales commissions as a result of increased revenue.

Distribution expenses rose by approximately $0.4 million and $2.1 million for the
three-month and nine-month periods ended February 28, 2009, respectively, compared with 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 $0.8 million and $3.5 million for the three-month and nine-month periods ended February 28, 2009, respectively,
compared with the corresponding periods of fiscal 2008, primarily due to the addition of BioArray and our affiliates in the United Kingdom and France.



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##### Table of Contents

Amortization expense increased by approximately $1.0 million and $2.4 million for the three-month and nine-month periods
ended February 28, 2009, respectively, compared with the corresponding periods of fiscal 2008. This increase is due to finite-lived 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 decreased $1.0 million for the three months ended February 28, 2009 and increased $1.0 million on a year-to-date basis as compared with the corresponding periods in fiscal 2008
primarily due to changes in pre-tax income. The effective income tax rate was 33.8% and 35.1% in the three-month and nine-month periods ended February 28, 2009, respectively, compared with 36.3% and 35.8% in the three-month and nine-month
periods ended February 29, 2008, respectively. The tax rates in the current year periods were favorably impacted primarily by adjustments made in conjunction with the finalization of the state and federal tax returns during the fiscal third
quarter.

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 $4.3 million and $6.6 million in the nine-month periods ended February 28, 2009 and February 29, 2008, respectively. $1.4 million was
realized in the three month period ended February 28, 2009 compared with $0.3 million realized in the corresponding period in fiscal 2008. The majority of the exercises that contribute to the tax benefit are exercises of options that were
granted prior to the adoption of SFAS 123 (R). Therefore, 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.

Non-Operating Income



|                               |                  |                    |                  |        |                  |                  |                   |        |                  |   |  |   |      |   |  |   |       |  |   |        |  
|------------------------------ | ---------------- | ------------------ | ---------------- | ------ | ---------------- | ---------------- | ----------------- | ------ | ---------------- | - |  | - | ---- | - |  | - | ----- |  | - | ------ | -
|                               |                  | Three Months Ended |                  | Change |                  |                  | Nine Months Ended |        | Change           |  
|                               | February 28,2009 |                    | February 29,2008 |        |                  | February 28,2009 |                   |        | February 29,2008 |  
|                               |                  |                    | Amount           |        |                  |                  |                   | Amount |                 
|                               |                  | ($ in thousands)   |                  |        | ($ in thousands) |                 
|Non-operating income (expense) |                  | $                  | 73               |        | $                | 1,135            |                   | $      | (1,062           | ) |  | $ | (401 | ) |  | $ | 3,285 |  | $ | (3,686 | )
|                               |                  |                    |                  |        |                  |                  |                   |        |                  |   |  |   |      |   |  |   |       |  |   |        |  

The decrease in non-operating income for the three-month and nine-month periods of fiscal 2009 compared with 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

Net income for the fiscal third quarter of 2009 was $19.5 million, compared with $19.3 million in the prior year period. Net income for the nine months ended February 28, 2009 was $56.8 million compared with
$53.2 million in the prior year period due to higher sales and gross profit. For the third quarter of fiscal 2009, diluted earnings per share were $0.27 compared with $0.27 for the corresponding fiscal 2008 quarter. For the nine-month period ended
February 28, 2009, diluted earnings per share were $0.80, up from $0.75 for the corresponding fiscal 2008 period.



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##### Table of Contents

Liquidity and Capital Resources



|                                                             |  |                           |          |   |                  |   |        |  
|------------------------------------------------------------ |  | ------------------------- | -------- | - | ---------------- | - | ------ | -
|                                                             |  | For the Nine Months Ended |         
|                                                             |  | February 28,2009          |          |   | February 29,2008 |  
|                                                             |  | (in thousands)            |         
|Net cash provided by operating activities                    |  | $                         | 54,033   |   |                  | $ | 54,094 |  
|Net cash used in investing activities                        |  |                           | (114,747 | ) |                  |   | (8,562 | )
|Net cash provided by financing activities                    |  |                           | 1,597    |   |                  |   | 2,950  |  
|Effect of exchange rate changes on cash and cash equivalents |  |                           | (2,514   | ) |                  |   | 1,818  |  
|                                                             |  |                           |          |   |                  |   |        |  
|Increase (decrease) in cash and cash equivalents             |  | $                         | (61,631  | ) |                  | $ | 50,300 |  
|                                                             |  |                           |          |   |                  |   |        |  

Our cash and cash equivalents were $113.4 million at February 28, 2009, as compared with $175.1 million at
May 31, 2008. The decrease in our cash position was primarily due to net cash payments of $108.7 million for the acquisition of BioArray and our U.K. distributor.

Operating ActivitiesNet cash generated by operating activities was $54.0 million for the nine-month period ended February 28, 2009 (the 2009 Period), compared with the $54.1 million
generated in the nine-month period ended February 29, 2008 (the 2008 Period). While net income increased $3.6 million year over year, cash generated by operating activities was in line with the prior year period principally due to
increased working capital needs in the current year period.

Investing ActivitiesFor the 2009 Period, $114.7 million of net cash was used in
investing activities, an increase of $106.1 million over $8.6 million of cash used in the 2008 Period. We paid $108.7 million for the acquisition of BioArray and our U.K. distributor in the 2009 Period. For the purchase of property and equipment, we
spent $6.1 million in the 2009 Period compared with $8.6 million spent in the 2008 Period.

Financing ActivitiesIn the 2009 Period, net cash
generated by financing activities was $1.6 million, compared with $3.0 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 with 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 used $4.7 million to repurchase shares of our common stock during the 2009
Period. We received $3.1 million and $2.2 million from the exercise of employee stock options in the 2009 Period and 2008 Period, respectively. We received $4.3 million and $6.6 million of excess tax benefits from share-based compensation for the
2009 Period and 2008 Period, respectively.

Stock Repurchase Program

During the nine months ended February 28, 2009, 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 nine months
ended February 29, 2008. As of February 28, 2009, 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 currently
are involved in certain legal proceedings. 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.



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##### Table of Contents

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 as compared to the prior year 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
| | --- | ------------------------

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.



29



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##### Table of Contents

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 February 28, 2009, totaling $56.3 million, and at May 31, 2008, totaling $52.7 million, are net of allowances for doubtful accounts of $2.3 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 third quarter of fiscal 2009.

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 in the fourth 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.



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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 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 February 28, 2009. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2009, our disclosure controls and procedures were
effective to provide



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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
February 28, 2009 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. In July 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 responded to the CID and have subsequently provided certain follow up information as we continue to cooperate with the FTC in its investigation. 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.



|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.



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In calendar 2009, a European instrument competitor acquired a European reagent manufacturer whose products are also sold
in the U.S. We believe the combination of these two companies may result in increased competition in the U.S.

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.

We have been, 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. 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



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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 could decide to commence administrative and possibly federal court proceedings for purposes of determining whether there has been a violation and might seek to
impose a variety of remedies for any violation including injunctive relief, divestiture of assets and/or disgorgement of profits. The imposition of certain 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.

Our instruments are produced by single source suppliers.

We purchase our instruments from two single source suppliers. If the supply of
either instrument were interrupted, due to the suppliers financial problems or otherwise, we believe an alternative supplier could be found but it would take in the range of 18 months to 24 months to transfer the technology and begin
production with a new instrument supplier. The disruption of one of these supply relationships could cause us to incur costs associated with the development of an alternative source. Also, we may be required to obtain FDA clearance of the instrument
if it is not built to the same specifications as with the previous supplier. The process of changing an instrument supplier could have an adverse impact on future growth opportunities during the transition period if supplies of finished goods on
hand were insufficient to satisfy demand.



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

During
the quarter ended February 28, 2009 the Company did not sell any unregistered securities and did not repurchase any shares of its common stock under its stock repurchase program.



|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).



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|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|     | 
|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: April 7, 2009 |  | By: |  |  |  | /S/ DR. GIOACCHINO DE CHIRICO                               
|                    |  |     |  |  |  | Dr. Gioacchino De Chirico, Chief Executive Officer          
|                    |  |     |  |  |  | (on behalf of Registrant and as Principal Executive Officer)



|                    |  |     |  |  |  |                                             
|------------------- |  | --- |  |  |  | --------------------------------------------
|                    |  |     | 
|Date: April 7, 2009 |  | By: |  |  |  | /S/ RICHARD A. FLYNT                        
|                    |  |     |  |  |  | Richard A. Flynt, Chief Financial Officer   
|                    |  |     |  |  |  | (Principal Financial and Accounting Officer)



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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.



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