UNITED STATES
                                                  SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D. C. 20549

FORM 10-K

(Mark One)                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFX                                        THE SECURITIES EXCHANGE ACT OF 1934
                                                                                          For the fiscal year ended: May 31, 2003
                                                                                                                                   OR
                                                  _                      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                                                                                              THE SECURITIES EXCHANGE ACT OF 1934
                                                                                                                    for the transition period             to

Commission File Number: 0-14820IMMUCOR, 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, including area code, is (770) 441-2051

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.10 PAR VALUE(Title of Class)

COMMON STOCK PURCHASE RIGHTS(Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X   No

As of July 31, 2003, the aggregate market value of the voting stock held by non-affiliates of the registrant
was $284,632,061.

As of July 31, 2003, there were 12,943,573 shares of common stock outstanding

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2003 Annual Meeting of Shareholders to be
filed subsequently, are incorporated by reference in Part III.

---

PART I

Item 1.Business

Founded
in 1982, Immucor, Inc., a Georgia corporation (Immucor or the
Company), develops, manufactures and sells a complete line of reagents and
automated systems used primarily by hospitals, clinical laboratories and blood banks in a
number of tests performed to detect and identify certain properties of the cell and serum
components of human blood prior to blood transfusion.

Background and
Developments During the Fiscal Year 2003

|o | Stock split. On July 24, 2002, the Board of Directors approved a three-for-two stock
split, effected in the form of a 50% stock dividend to shareholders of record as of the
close of business on August 26, 2002. The stock split was implemented on September 13, 2002 and increased the number of shares of
common stock outstanding to 12,243,590 shares. The stock split was the fourth for the
Company since its initial public offering in December 1985. Previously, the Company
implemented a three-for-two split in 1991, a five-for-four split in 1990, and a
five-for-four split in 1987. Unless otherwise noted, all share and per share amounts disclosed in this document
have been restated to reflect the impact of the above stock splits.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Human collagen development agreement. In March 2003, Immucor, Inc signed a development
agreement for the production of human collagen mesh with Inamed Corporation (Nasdaq:
IMDC), a global healthcare company and the market leader in the popular dermal filler
market. Under terms of the agreement, Gamma Biologicals, Inc., Houston, Texas, a wholly
owned subsidiary of Immucor, will optimize the manufacturing process for the production of
a human collagen raw material for Inamed. Gamma has proven expertise in the growth of
human cell lines for the production of monoclonal antibodies. During the pendency of the
development project, Inamed will continue to source its raw material needs from its
current suppliers.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | University of Vermont platelet marker test agreement. In April 2003, Immucor, Inc. and
Bio-Tek Instruments Inc., the manufacturer of Immucors ABS2000 fully automated blood
bank instrument, announced the signing of an agreement with the University of Vermont to
commercialize an in-vitro diagnostic test to measure platelet markers useful in
anti-platelet pharmacological drug development and potentially to improve real-time
treatment of cardiovascular disease. The assay will be useful in determining the risk
associated with increased platelet activity (thrombotic occlusion of vessels, which can
lead to a myocardial infarct) and decreased reactivity (excess bleeding). The need for an
assay that can quantitatively differentiate patients at low, as opposed to high, risk of a
detrimental heart event is critical in the pharmacological treatment of these patients. In
addition, the method offers promise for the prediction of coronary artery and
cerebrovascular disease in patients without a previous disease history. The Company
expects to spend approximately $0.2 million in fiscal 2004 to facilitate this project.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Galileo European market introduction.Fiscal 2003 was a successful year for the
introduction of the Galileo instrument to the European market. The Company placed 60
instruments when it had originally expected to place 45. The Company expects to install 75
instruments in Europe during fiscal 2004 through direct sales and reagent rental
agreements. The Company anticipates completing U.S. clinical trials and
submitting its 510(k) pre-market notification to the FDA by early fiscal 2004. The Company
expects the approval time will range between 60 days and 18 months; however, there is no
assurance that the Company will obtain approval within that time frame or at all.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Industry

Immucor
is part of the immunohematology industry, which generally seeks to prevent or cure certain
diseases or conditions through the transfusion of blood and blood components. In the U.S.,
the FDA regulates human blood as a drug and as a biological product, and it regulates the
transfusion of blood as the administration of a drug and of a biological product. The FDA
regulates all phases of the immunohematology industry, including donor selection and the
collection, classification, storage, handling and transfusion of blood and blood
components. The FDA requires all facilities that manufacture products used for any of
those purposes, and the products themselves, to be registered or licensed by the FDA. See
Regulation of Business.

---

The
principal components of blood are plasma (the fluid portion) and cells. Blood also
contains antibodies and antigens. Antibodies are proteins that are naturally produced by
the human body in response to the introduction of foreign substances (antigens). Antigens
are substances that stimulate the production of antibodies. Red blood cells, which
transport oxygen from the lungs to other parts of the body and return carbon dioxide to
the lungs, are categorized by four blood groups (A, B, AB and O) and two blood types (Rh
positive and Rh negative), based on the presence or absence of certain antigens on the
surface of the cells. It is crucial that the health care provider correctly identify the
antibodies and antigens present in patient and donor blood. For example, if a donors
red blood cells contain antigens that could react with the corresponding antibody in the
patients plasma, the transfusion of the red blood cells may result in the
potentially life-threatening destruction of the transfused red blood cells.

Because
of the critical importance of matching patient and donor blood, compatibility testing
procedures are generally performed by highly educated technologists in hospitals, blood
banks and laboratories. At present, with few exceptions, these tests are performed
manually using procedures which the Company believes can be significantly improved using
its instrumentation and solid phase system to automate the testing procedures. See
Products  Blood Bank Automation and Solid Phase Technology.

The
Company believes that the worldwide market for traditional blood bank reagents is
approximately $380 million, and that this market is relatively mature given current
technology. The industry is labor-intensive and the Company estimates worldwide industry
labor costs approach $1 billion. Therefore, the introduction of labor saving products will
provide additional growth in the market. The Company believes that its blood bank
automation and solid phase testing systems improve test results and reduce the time
necessary to perform certain test procedures, thereby offering a cost-effective
alternative for its customers. See Products  Blood Bank Automation and Solid Phase
Technology. The Company anticipates that automation will increase the available market for
traditional and automated reagents to $575 million while decreasing the overall cost of
blood testing by reducing the labor component by approximately $500 million.

Immucor Strategy

Immucor,
Inc. is focused on increasing worldwide market share in the next three years with a focus on the United States, Western Europe and
Japan. The Companys strategy is to further strengthen its competitive position in
the blood bank testing market by restructuring the market through automation of the
transfusion laboratory and to firmly establish Immucor as the world leader in blood bank
automation. In order to implement this strategy, the Company intends to:

Maximize
Instrument Placements.  The Companys
strategy is to strengthen its leadership position in the automation of blood bank testing
by establishing a large base of installed instruments that future market entrants must
overcome. To facilitate instrument placements, the Company offers customers a selection of
automated analyzers, which address the various needs of low-, medium-, and high-volume
testing facilities. In order to satisfy the broad spectrum of customers operational
and financial criteria, the Company intends to continue to offer several instrument
procurement options, including third-party financing leases, direct sales and reagent
rentals and to expand the range and price points of its instrument offerings.

Management
estimates that Immucor should have a two-to-three year window of opportunity to establish
itself as the leading blood bank device company in the United States.  Until recently, the Companys market research had been unable
to find another company that had filed an application for FDA clearance of an automated
blood bank device for the hospital and clinical reference laboratory markets. In
June 2003, however, Ortho-Clinical Diagnotics, a Johnson & Johnson company, announced that its
Micro Typing Systems subsidiary received 510(k) clearance from the FDA to begin marketing
the Ortho ProVue. Through put for ABO/Rh and antibody screening is eight and ten
tests per hour and is to be used in conjunction with the proprietary ID-Micro Typing
Gel Test for both ABO/Rh type and antibody screen. The ProVue will compete directly
only with the Immucor ABS2000. Immucor management believes the ABS2000s use of traditional
reagents for ABO and Rh type combined with its proprietary technologies for antibody
screen will offer the customer significant price savings as compared to the ProVue.

Substantial
Market Price Adjustment. In the past, manufacturers were faced with increased costs of
manufacturing while, during the same period, market prices for blood bank products
decreased. The Company has utilized its market leadership position in the United States to
realign its prices with its costs. The Company expects these adjustments will continue to
have significant favorable impact on the Companys financial performance while adding
only slightly to the cost of a patient transfusion.

---

Maximize
Revenue Stream Per Placement. Each instrument placed typically provides the Company with a
recurring revenue stream through the sale of reagents and supplies. Immucors family
of blood bank testing systems operates exclusively with the Companys proprietary
reagent lines and Capture® technology. Because these reagents have been developed for
automated technology, they command a premium price over traditional products. The average
annual revenue per placement is $70,000 to $100,000, depending on facility testing volume.
The Company also continues to develop new reagent applications and upgrade system software
and hardware in order to expand instrument test menus, thereby increasing consumable usage
per placement.

Develop
New and Enhanced Products. Immucor continually seeks to improve existing products and
develop new ones to enhance its market share. The Company has successfully introduced and
commercialized the ABS2000, the ROSYS Plato, the DIAS PLUS and the second-generation
Galileo automated analyzers, all of which operate exclusively with Immucors
proprietary solid phase Capture® assays.

Expand
Intellectual Property Position. The Company seeks to expand its intellectual property
position by entering into strategic alliances, acquiring rights of first refusal on future
commercial developments and licensing existing technologies.

Products

Most
of Immucors current reagent products are used in tests performed prior to blood
transfusions to determine the blood group and type of patients and donors
blood, in the detection and identification of blood group antibodies, in platelet antibody
detection, in paternity testing and in prenatal care. The FDA requires the accurate
testing of blood and blood components prior to transfusions using only FDA licensed
reagents such as those manufactured and sold by the Company.

The
following table sets forth the products sold by or exclusively for the Company, most of
which are manufactured by or exclusively for the Company.

|Product Group                               | Principal Use
|------------------------------------------- | -------------
|ABO Blood Grouping                          |              
|                                           
|Rh Blood Typing                             |              
|                                           
|Anti-human Globulin  Serums (Coombs Serums) |              
|                                           
|Reagent Red Blood Cells                     |              
|                                           
|Rare Serums                                 |              
|                                           
|Antibody Potentiators                       |              
|                                           
|Quality Control Systems                     |              
|                                           
|Monoclonal (Hybridoma)                      |              
|Antibody-based Reagents                     |              
|                                           
|Technical Proficiency Systems               |              
|                                           
|Fetal Bleed Screen Kit                      |              
|                                           
|Capture-P®                                  |              

---

|Product Group                  | Principal Use
|------------------------------ | -------------
|                              
|Capture-R®                     |              
|                              
|Capture-CMV®                   |              
|                              
|Capture-S®                     |              
|                              
|SegmentSampler                |              
|                              
|ABS2000                        |              
|                              
|HLA Serums                     |              
|                              
|Infectious Diseases            |              
|                              
|Clinical Chemistry             |              
|                              
|Immunofluorescent Monoclonal   |              
|Antibodies                     |              
|Automated Microtitration Plate |              
|Processors and Liquid Handlers |              
|                              
|Microtitration Plate Reader    |              
|                              
|ROSYS Plato System             |              
|                              
|DIAS PLUS System               |              
|                              
|GALILEO System                 |              

Systems

The
Company believes that the blood banking industry today is labor-intensive, and that a
market exists for further automation of blood compatibility tests currently being
performed manually by hospital and donor center blood bank technologists. Based on the
results of independent workflow studies, the Company believes that its Blood Bank
Automation products significantly reduce the amount of blood bank technologist time
required to perform routine blood compatibility tests.

ABS2000: Fully Automated Blood Bank System.
This automated, walk-away blood bank
analyzer uses Immucors proprietary Capture® reagent product technology to
perform blood bank patient testing and is manufactured exclusively for Immucor by Bio-Tek
Instruments, Inc., a wholly-owned subsidiary of Lionheart Technologies, Inc.

ROSYS Plato: Microplate Liquid Handler and Sample Processor.
 The system provides medium sized
donor centers, clinical reference laboratories and large hospital transfusion laboratories
with automated liquid and sample handling for processing of microtitration plates and also
uses Immucors proprietary solid phase Capture® assays.

---

DIAS PLUS: High Volume Microplate Processor.
 The instrument provides large blood donor centers
and clinical reference laboratories with automated batch processing and positive sample
identification of routine blood donor tests, and uses the Companys Capture-R®,
Capture-CMV® and Capture-S® products.

GALILEO: High Volume Microplate Processor.
 The system provides hospitals, clinical reference
laboratories and blood donor centers a fully automated solution to the labor-intensive
process of blood compatibility testing. The Galileo uses Immucors proprietary
Capture® reagent product technology and is manufactured exclusively for Immucor by
Stratec. The Company expects to undertake and complete clinical trials in the United
States and submit to the FDA for market clearance in early fiscal 2004.

Multireader Plus: Microplate Reader.
 Semi-automated spectraphotometric microtitration plate reader
that reads and interprets test results of Immucors proprietary Capture®
products. Together with the ROSYS Plato or the DIAS PLUS, the Multireader Plus completes a
semi-automated blood bank system ideally suited for blood donor centers, large hospital
transfusion laboratories and large reference laboratories.

Laboratory Equipment.
Immucor also distributes laboratory equipment designed to automate certain
blood testing procedures and used in conjunction with the Companys Capture®
product.

Proprietary Technology

Under
traditional agglutination blood testing techniques, the technologist mixes serum with red
blood cells in a test tube, performs several additional procedures, and then examines the
mixture to determine whether there has been an agglutination reaction. A positive reaction
will occur if the cells are drawn together in clumps by the presence of corresponding
antibodies and antigens. However, when the mixture remains in a fluid state, it is
sometimes difficult for the technologist to determine whether a positive reaction has
occurred.

Due
to the critical importance of matching patient and donor blood, testing procedures, using
agglutination techniques, are usually performed manually by highly educated technologists.
Depending on the technical proficiency of the person performing the test, the process can
take from 30 minutes to one hour, and if the test results are ambiguous the entire process
may need to be repeated. Thus, a significant amount of expensive labor is involved in
manual agglutination testing. Based on industry sources, the Company believes that labor
costs are the largest component of the total cost of operating a hospital blood bank. The
Company believes that its solid phase blood testing system improves test results and
reduces the time necessary to perform certain blood testing procedures related to the
transfusion of blood and blood components.

Solid
Phase Technology. In the Companys proprietary solid phase blood test system, one of
the reactants (either an antigen or an antibody) is applied or bound to a solid support,
such as a well in a microtitration plate. During testing, the bound reactant captures
other reactants in a fluid state and binds those fluid reactants to the solid phase (the
bound reactant). The binding of the fluid reactants into the solid phase occurs rapidly
and results in clearly defined test reactions that are often easier to interpret than the
subjective results sometimes obtained from existing agglutination technology. Based on
results obtained with Capture-P®, Capture-R®, Capture-CMV®, Capture-S® and
the Companys ongoing research, the Company believes that solid phase test results,
in batch test mode, can generally be obtained in substantially less time than by existing
techniques.

Immucor
has obtained FDA clearance for sale of four test systems using its solid phase technology:
a Platelet Antibody Detection System, Capture-P®; a Red Cell Antibody Detection
System, Capture-R®; and two Infectious Disease Tests, Capture-CMV® and
Capture-S®. In these four test systems, antigens are applied and bound to the surface
of a small well in a plastic microtitration plate, and patient or donor serum or plasma is
placed in the well. After the addition of special proprietary indicator cells manufactured
by Immucor, positive reactions indicating the presence of blood group antibodies adhere to
the well as a thin layer and negative reactions do not adhere but settle to the bottom as
a small cell button.

Products Under Development

Immucor
continually seeks to improve its existing products and to develop new ones in order to
enhance its market share. Prior to their sale, any new products will require licensing or
pre-market approval by the FDA. The Company employs several persons in the U.S. whose
specific duties are improving existing products and developing new products for the
Companys existing and potential customers. The Company also has established
relationships with other individuals and institutions that provide similar services and
the Company expects that it will continue to form and maintain such relationships. The
Company intends to continue focusing its product development efforts primarily in the
areas of blood bank automation and solid phase technology and in several other areas that
may also be useful in connection with the development of these products. For the fiscal
years ended May 31, 2003, 2002 and 2001, the Company spent approximately $2.1 million,
$2.0 million and $1.9 million, respectively, for research and development. The Company may
in the future acquire related technologies and product lines, or the companies that own
them, to improve the Companys ability to meet the needs of its customers. For the
eleven-year period ending May 31, 2003 the Company has invested $7.6 million in instrument
research and development principally under research contracts with Bio-Tek, Stratec and
DYNEX.

---

Blood Bank Automation.
 The Company believes that the blood banking industry today is
labor-intensive, and that a market exists for further automation of blood compatibility
tests currently being performed manually by hospital and donor center blood bank
technologists.

Since
1992, the Company has worked with Bio-Tek Instruments, Inc., a wholly-owned subsidiary of
Lionheart Technologies, Inc., combining Immucors reagent manufacturing expertise
with Bio-Teks medical instrumentation expertise to develop an automated,
walk-away, blood bank analyzer, the ABS2000. Bio-Tek has been responsible for
engineering, software development and manufacturing. The Company announced clearance to
market the ABS2000 in the U.S. from the FDA on July 6, 1998 and continues to develop
system software/hardware upgrades to add additional tests to its menu, increase ease of
use, improve throughput and add stat testing capabilities. On October 1, 2001, the second-generation ABS2000 software was cleared for market by the FDA and the Company launched its
ABS2000 Version 2 software. This second-generation software has a number of new features
that help maximize productivity of the instrument and the technologists, including:

o         The ability to perform a 2-cell
screen that increases productivity.

o         The availability of mini
batches that allows for faster access to results once the samples are processed.

o         Less maintenance, which saves time
and money.

o         Customized Quality Control, which
allows the technologist to only perform quality control procedures for assays that are being tested.

In
August 2002, Immucor placed an order, amounting to $3.3 million, for 50 additional ABS2000
to begin delivery during fiscal 2003. As of May 31, 2003, 14 had been delivered and the
outstanding commitment was $1.8 million.

On
September 1, 1999, the Company entered into a manufacturing and development agreement with
Stratec Biomedical AG (Stratec), headquartered in Germany. Under the agreement, Stratec has developed
and is manufacturing a fully automated analyzer known as
the Galileo that is being initially targeted to the European community utilizing the
Companys Capture® technology. The instrument is marketed exclusively by Immucor
affiliates and distributors to hospital transfusion laboratories and blood donor
centers for patient and donor blood typing and antibody screening and identification. In
order to maintain exclusive European distribution rights, the Company must purchase 250
instruments over the five-year initial term of the agreement, once shipment of production instruments commenced. If the Company purchases
less than 250 instruments over the period it will be allowed to negotiate a good faith
extension. The Company believes it will purchase the required number of instruments to
maintain exclusivity. The Company placed the first 60 instruments during fiscal 2003. The Company
expects to install 75 instruments in Europe during fiscal 2004 through direct sales and
reagent rental agreements. The Company anticipates completing U.S. clinical trials and
submitting its 510(k) pre-market notification to the FDA by early fiscal 2004. The Company
expects the approval time will range between 60 days and 18 months. However, there is no
assurance that the Company will obtain such approval within this time frame or at all.

Additional Solid Phase Applications.
 The Company plans to continue to develop and refine its patented
solid phase technology. Recently, the Company has developed a screening test for the
detection of weak D antigens on donor red cells that is available to Galileo customers in
Europe and will be available to the U.S. market when the Galileo is approved by the FDA.
The Company has also developed a new Capture® product, Capture-R® Select.
Capture-R® Select uses an anti-human RBC specific monoclonal to immobilize
unwashed human red blood cells. It has been developed for use on the Galileo for antibody
screening, antibody identification, phenotyping, crossmatching and in the weak D test. The
anti-human RBC specific monoclonal is grown at the Houston facility. Capture-R® Select will be
available to the U.S. market when the Galileo is approved by the FDA.

Monoclonal Antibodies.
 Monoclonal antibodies are derived by fusing an antibody-producing cell with a
tumor cell, resulting in a hybridoma cell that manufactures the original antibody. The
Company is actively engaged in the development of additional monoclonal antibodies for a
variety of uses, including the detection of blood group and infectious disease antigens,
and for use in its solid phase test systems. Monoclonal antibodies are highly specific, a
trait which allows them to detect and identify antigens with greater efficiency than other
reagents. Product quality and consistency is maintained from production lot to production
lot. The Company continues to pursue the development of such antibodies principally
through Gamma and Dominion, the Companys Canadian subsidiary.

---

Marketing and Distribution

Immucors
potential U.S. customers are approximately 6,000 blood banks, hospitals and clinical
laboratories. The Company maintains an active client base of over 5,500 customers
worldwide, and no single customer purchases in excess of 2% of the Companys current
annual sales volume. The Company believes there is a slight amount of seasonality to its
sales activity as fewer donations and elective surgical procedures are performed in its
first and third quarters. There is no material backlog of reagent revenues. At May 31,
2003, the Company had a backlog of installed but unrecorded instrument sales of
approximately $780,000.

During
fiscal 1999, the Company implemented its strategic plans to consolidate the U.S. blood bank
market, leaving Immucor and Ortho Clinical Diagnostics as the only two companies offering
a complete line of blood banking reagents in the U.S. The Company executed its plans
through a series of acquisitions.

|o | Acquisition of Gamma Biologicals, Inc. In October 1998, the Company completed the
acquisition of Gamma Biologicals, Inc. (Gamma). This acquisition significantly strengthened the
Companys competitive position in the U.S. market and added to its customer base and
product offerings, thereby extending the Companys global marketing reach. Combining
Immucors Automated Product Family and Capture® with Gammas line of
monoclonal reagents and red cell products represented a natural fit and created an
enhanced selection of products for our customers worldwide. See Products.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Acquisition of the BCA blood bank division assets of Biopool International, Inc. On April
30, 1999, the Company purchased certain assets, primarily accounts receivable and
inventory, of the BCA blood bank division of Biopool International, Inc.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company believes it is now the market leader in North America. In addition, the Company
seeks to continue to increase its worldwide market share through the use of its
experienced direct sales force and through the expansion of its product line to offer
customers a full range of products for their reagent needs. The Company believes it can
increase its market share by marketing products based on its blood bank automation
strategy and solid phase technology.

The
Company markets and sells its products to its customers directly through 117 sales,
marketing and support personnel employed by the Company in the U.S., Canada, Germany,
Portugal, Italy, Spain, and Belgium. In addition, the Company utilizes 10 sales agents in
Italy. The Company has hired personnel whom the Company considers to be highly experienced
and respected for their knowledge of the blood bank diagnostic business and/or individuals
with previous success in laboratory instrument reagent sales. To effect the smooth
transition to a systems company, the Company conducted extensive capital sales training of
its existing sales force and added specialized capital sales representatives to the
organization. Continuing technical support and service is also provided to customers
through the Companys Consultation Laboratory. The Consultation Laboratory assists
the Companys customers in identifying certain blood group antibodies that are rare
or difficult to detect. Immucor also sponsors workshops in the U.S., Europe, Latin America
and Asia to which customers are invited to hear the latest developments in the field.

The
Company also markets its products internationally through distributors located throughout
the world. For the fiscal years ended May 31, 2003, 2002 and 2001, the Company had foreign
net sales, including net domestic export sales to unaffiliated customers, of approximately
$38.1 million, $31.3 million and $31.3 million, respectively. These sales accounted for
approximately 38%, 37% and 45% of the Companys total net sales for the respective
fiscal years. During the years ended May 31, 2003, 2002 and 2001, the Companys U.S.
operations made net export sales to unaffiliated customers of approximately $4.8 million,
$5.3 million and $5.8 million, respectively. Most of the Companys foreign sales
occurred in Europe and Canada where the Company maintains subsidiaries. The Companys
German operations made net export sales to unaffiliated customers of approximately $3.1
million, $2.3 million and $1.1 million for the years ended May 31, 2003, 2002, and 2001,
respectively. The Companys Canadian operations made net export sales to unaffiliated
customers of approximately $2.2 million, $2.1 million and $2.4 million for the years
ending May 31, 2003, 2002, and 2001, respectively. The Companys Italian operations
made sales in Italy of $7.6 million, $6.0 million, and $5.6 million for the years ending
May 31, 2003, 2002, and 2001, respectively. Please refer to Note 14 to our consolidated
financial statements for revenue and profit information for each of our last three fiscal
years attributable to the different geographic areas in which we do business. Revenue is
allocated by geographic area based on the subsidiary from which the sale originates.
Fluctuations in foreign exchange rates, principally with the U.S. dollar versus the Euro,
could impact operating results when translations of the Companys subsidiaries
financial statements are made in accordance with current accounting guidelines. For the
year ended May 31, 2003, foreign net sales increased $4.2 million due to the exchange
fluctuation of the Euro. Since the end of the fiscal year, the Euro has remained
relatively constant against the dollar for the two months ended July 31, 2003 and exchange fluctuations had
little affect on foreign net sales.

---

Suppliers

The
Company obtains raw materials from numerous outside suppliers. The Company is not
dependent on any single supplier, except for certain manufacturers of instrumentation,
including Lionheart Technologies, Inc. for the ABS2000, QIAGEN N.V. for the ROSYS Plato
and Stratec Biomedical AG for the Galileo (see Note 11 of the consolidated financial
statements), and Serologicals, Inc., the joint manufacturer of some of the Companys
monoclonal antibody-based products. The Company believes that its business relationship
with its suppliers is excellent. Management believes that if the supply of instrumentation
were interrupted, alternate suppliers could be found, but the commencement of supply could
take one to two years.

Certain
of the Companys products are derived from blood having particular or rare
combinations of antibodies or antigens, which are found in a limited number of
individuals. The Company to date has not experienced any major difficulty in obtaining
sufficient quantities of such blood for use in manufacturing its products, but there can
be no assurance that a sufficient supply of such blood will always be available to the
Company.

Regulation of Business

The
manufacture and sale of blood banking products is a highly regulated business and is
subject to continuing compliance with various federal and state statutes, rules and
regulations that generally include licensing, product testing, facilities compliance,
product labeling, and consumer disclosure. See Industry. An FDA license is issued for an
indefinite period of time, subject to the FDAs right to revoke the license. As part
of its overview responsibility, the FDA makes plant and facility inspections on an
unannounced basis. Further, a sample of each production lot of many of the Companys
products must be submitted to and approved by the FDA prior to its sale or distribution.
The Company operates under U.S. Government Establishment License No. 886 granted by the
FDA in December 1982 to Immucor, Inc. for the Norcross facility and U.S. Government
Establishment License No. 435, granted by the National Institutes of Health in 1971 to
Gamma Biologicals, Inc. for the Houston facility.

Each
product manufactured by the Company is subjected to formal submission and review processes by the FDA and other regulatory agencies,
such as Health Canada, prior to market.  Significant changes to the Companys products or facilities
can require additional submission and review prior to implementation.

In
June 2003, the FDA inspected the Immucor, Inc. facility in Norcross, Georgia and reported
three minor observations. The Company responded to the observations in late July 2003. In
December 2002, the FDA inspected the Gamma Biologicals, Inc. facility in Houston, Texas and
reported three minor observations. The Company responded to these observations on January
31, 2003. On March 3, 2003, the FDA acknowledged receipt of the Companys response and
indicated that the Companys response would be verified during the next inspection.

In
addition to its facilities license, the Company holds several product licenses to
manufacture blood-grouping reagents, anti-human globulin reagents and reagent red blood
cells. The Company must prepare a 510(k) pre-market notification for the FDA to obtain a
product license for a new product or to market a new instrument. To accomplish this, the
Company must submit the product manufacturing methods to the FDA, perform a clinical trial
of the product, and demonstrate to the satisfaction of the FDA that the product meets
certain efficacy and safety standards. There can be no assurance that any future product
licenses or instrument clearances will be obtained by the Company.

In
January 2000, the Norcross facility was awarded certification to ISO 9001: 1994 and ISO
13485: 1996 and EN46001standards for its quality management system. In March 2003, the
Houston facility was awarded certification to ISO 9002: 1994 and ISO 13488: 1996 standards
for its quality management system. The Company is currently in the process of converting
to ISO 9001: 1994 and ISO 13485: 1996 certification.

To
continue marketing its products to the European Union, the Company is required to have
certification under the EC Full Quality Assurance System Assessment in accordance with the
requirements of Annex IV of the IVD Medical Devices Directive 98/79/EC by December 7,
2003. This certification will authorize the use of the CE mark on Company products that
will allow products free access to all countries within the European Union. The Company
has undertaken an extensive program to achieve this objective and believes it will be
accomplished within the required timeframe.

---

To
continue marketing its products to Canada, the Company is required to have certification
to ISO 13485: 1996 under the CMDCAS program by November 1, 2003. The Company has undertaken
an extensive program to achieve this additional certification and feels it will be
accomplished within the required timeframe.

To
sell its products in Germany, Immucor GmbH must license its products with the
Paul-Ehrlich-Institute prior to product introduction. In addition, an import license for
products purchased outside the European Union is required. To date, Immucor
GmbH has been able to obtain licenses needed to effectively promote its products in
Germany and throughout Europe.

In
North America, the Company has hired and retained several employees who are highly
experienced in FDA and other regulatory authority compliance, and the Company believes
that its manufacturing and on-going quality control procedures conform to the required
federal and state rules and regulations.

Patents, Trademarks and
Royalties

Since
1986, the U.S. Patent Office has issued to Immucor six patents pertaining to its solid
phase technology.

Immucors
solid phase technology, including patent rights, was acquired from five researchers at the
Community Blood Center of Greater Kansas City (Blood Center) pursuant to an
agreement entered into on March 11, 1983, and amended in 1985 and 1987. In 1987, one of
the researchers joined the Company as Director of Research and Development to continue to
develop new products using the solid phase technology. The agreement terminates on August
26, 2006; the date on which the first patent issued on the technology expires. The Company
has agreed to pay the Blood Center royalties equal to 4% of the net sales from products
utilizing the solid phase technology. For the fiscal years ended May 31, 2003, 2002 and
2001 the Company paid royalties of approximately $463,000, $472,800, and $435,000 under
this agreement. See Note 10 of the consolidated financial statements.

The
Company has registered the trademark Immucor and several product names, such
as ABS2000", ImmuAdd, Capture, Capture-P,
MCP, Capture-R, Ready-Screen, Ready-ID,
and Capture-CMV. Dominion Biologicals, Limited has registered the trademark
NOVACLONE. Gamma Biologicals, Inc. has registered the trademark
Gamma and several product names including RQC,
ELU-Kit, Quin, EGA-Kit, RiSE,
Tech-Chek, and SegmentSampler.

Through
the acquisition of the BCA blood bank division of Biopool International, Inc., the Company
acquired several registered trademarks but produces only one of the products with the
registered trademark RESt. The Company continues to distribute four products
manufactured by Biopool, Inc.

Competition

Competition
is based on quality of product, price, talent of sales forces, ability to furnish a range
of existing and new products, customer services and continuity of product supply. In the
past several years, the industry experienced aggressive price competition, particularly
among manufacturers that targeted large hospitals and institutions as key customers. In
spite of this competitive environment, the Company has maintained its worldwide sales and
increased its domestic reagent market share. Management believes that this is due to the
Companys emphasis on product quality, the introduction of new products, specialty
products, customer service and training. With the Companys fiscal 1999 purchases of
Gamma and the assets of the BCA blood bank division of Biopool International, Inc., the
Company believes that Ortho Clinical Diagnostics, a Johnson & Johnson company, is now
its sole competitor with licenses to manufacture a complete line of blood banking reagents
in the United States. The Company believes that it became the North American market leader
in terms of sales during fiscal 1999 and remains the North American market leader.

The
Galileo instrument was introduced to the major European countries starting in June 2002.
Throughput for the routine battery of tests is 70 per hour. This is very important to the
European market, since in most cases the laboratories are open for one shift only and the
testing is condensed into an eight-hour period versus a 24-hour period in the United
States. The Company believes that none of the instruments marketed by its competitors can
approach the speed of the Galileo. The Company believes that the machine speed will give Galileo
the advantage in the U.S. market as well.  The Company anticipates completing U.S. clinical trials
and submitting its 510(k) pre-market notification to the FDA by early fiscal 2004. The
Company expects the approval time will range between 60 days and 18 months, although there
can be no assurance that the Company will obtain approval within that time frame or at
all.

---

In
June 2003, Ortho-Clinical Diagnotics, a Johnson & Johnson company, announced that its
Micro Typing Systems subsidiary received 510(k) clearance from the FDA to begin marketing
the Ortho ProVue. Throughput for ABO/Rh and antibody screening is eight to ten tests
per hour and is to be used in conjunction with the proprietary ID-Micro Typing Gel
Test for both ABO/Rh type and antibody screen. The ProVue will compete directly with
the ABS2000 only. Immucor management believes the ABS2000s use of traditional
reagents for ABO and Rh type combined with its proprietary technologies for antibody
screen will offer the customer significant price savings over the ID-Micro Typing Gel
Test required for the ProVue.

Olympus
America Inc. has developed an automated analyzer for the blood donor market. The
instrument performs only ABO/Rh testing and does not perform antibody screening. The
Olympus instrument users currently dilute commercial ABO and Rh reagents for the
machines use. Gamma has developed diluted ready-for-use reagents for Olympus and has
received clearance from the FDA for seven of these reagents. Management does not believe
the Olympus diluted reagents or Olympus instrument will have an adverse effect on the
Companys revenue or instrument strategy in North America.

European
competitors for blood bank products include Diamed, a Swiss company, and Biotest AG. Both
of these companies have been established longer than the Company and may have greater
financial and other resources than the Company. In Europe Diamed markets the Walk Away
Diana instrument that is manufactured by Grifols, a Spanish company. This system utilizes Diameds
proprietary gel cards and is the same instrument that will be marketed as the ProVue by
Ortho-Clinical Diagnostics in the United States.

Diamed
has a larger global market share than the Company. However, the Company believes that it
is well positioned to compete favorably in the business principally because of the
completeness of its product line, quality and price of its products, the sale of
innovative products such as blood bank automation, the Companys Capture®
products (see Products), continuing research efforts in the area of blood bank automation
(see Products Under Development), the experience and expertise of its sales personnel (see
Marketing and Distribution) and the expertise of its technical and customer support staff.

Biotest
AG, a German Pharmaceutical and Diagnostic company, presently has FDA licenses for six
reagent products. Since the product line is incomplete there is no evidence that Biotest
will be in a position, in the near term, to market a complete viable commercial product
line.

Ortho-Clinical
Diagnostics also competes in the European instrument market with the AutoVue instrument.
Throughput for ABO/Rh and antibody screening is 25 tests per hour. The system utilizes
both Ortho gel cards and the Diamed proprietary gel cards. Immucor management believes the
ABS2000s use of traditional reagents for ABO and Rh type combined with its
proprietary technologies for antibody screen will offer the customer significant price
savings over the use of gel cards.

Employees

At
July 31, 2003, the Company and its subsidiaries had a total of 521 employees. The Company
had 367 full time employees in the U.S., of whom 42 were in sales and marketing, 284 were
in manufacturing, research and distribution, and 41 were in administration. In Germany,
Portugal, Italy, Spain, Canada, and Belgium, the Company had 154 full-time employees, of
whom 75 were in sales and marketing, 46 were in research, distribution and administration
and 33 were in manufacturing.

The
Company has experienced a low turnover rate among its technical and sales staff. None of
the employees of the Company are represented by a union. The Company considers its
employee relations to be good.

Available Information

Immucor
files reports, proxy statements and other information under the Securities Exchange Act of
1934, as amended (the 1934 Act) with the Securities and Exchange Commission
(the Commission). The public may read and copy any Company filings at the
Commissions Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Because the Company makes filings to the Commission
electronically, you may also access this information at the Commissions Internet
site (http://www.sec.gov). This site contains reports, proxies and information statements
and other information regarding issuers that file electronically with the Commission.
Electronic versions of the Companys annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and any amendments to these reports filed or
furnished with the SEC may also be accessed through the Company website at www.immucor.com
under SEC Filings. All such reports are available through the Companys
website free of charge.

---

Item 2.Properties.

The
Company leases approximately 120,000 square feet in Norcross, Georgia, a suburb of
Atlanta, as its executive offices, laboratories and manufacturing facilities. Rent charges
for the fiscal year ended May 31, 2003 were approximately $630,000. The term of the lease
is for a six-year period ending August 2007 with a right to renew for an additional five
years. The Company owns a 41,000 square foot building on a three-acre tract of land in
northwest Houston, which is used primarily for manufacturing and shipping.

In
Germany, the Company leases 1,700 square meters near Frankfurt. Rent expense for the
fiscal year ended May 31, 2003 totaled approximately $170,000. The term of the lease in
Germany is through April 2009. In Italy rent expense for the fiscal year ended May 31,
2003 totaled approximately $90,000 for 7,400 square meters. The Company has five separate
lease agreements for the facility in Italy with terms expiring between September 2004 and
November 2007. In Portugal, the Company leases 125 square meters of office space and rent
expense for the fiscal year ended May 31, 2003 was approximately $17,500. In Spain, the
Company leases 258 square meters of office space and rent expense for the fiscal year
ended May 31, 2003 was approximately $35,000. In Belgium, the Company owns land and an
8,300 square meter building subject to a first lien mortgage. In Canada, the Company owns
a 15,000 square foot building on approximately one acre of land. The Company believes all
of its facilities and lease terms are adequate and suitable for the Companys current
and anticipated business for the foreseeable future.

Item 3.Legal
Proceedings.

No
material proceedings are pending against the Company, and no similar proceedings are known
by the Company to be contemplated by governmental authorities.

Item 4.Submission of Matters to
a Vote of Security Holders.

Not applicable.

PART II

Item 5.Market for
Registrants Common Equity and Related Stockholder Matters.

Immucors
Common Stock trades on The NASDAQ National Market System of The NASDAQ Stock Market under
the symbol: BLUD. The following table sets forth the quarterly high and low prices of the
Common Stock for the fiscal periods indicated as reported by NASDAQ. These prices
represent inter-dealer quotations without retail markups, markdowns or commissions and may
not represent actual transactions.

|                                    | High | Low         
|----------------------------------- | ---- | ------------
|Period June 1 through July 31, 2003 |      | $     23.90 
|                                    |      |             
|Fiscal Year Ended May 31, 2003      |     
|First Quarter                       |      | $     19.25 
|Second Quarter                      |      | 24.20       
|Third Quarter                       |      | 25.91       
|Fourth Quarter                      |      | 23.30       
|                                    |      |             
|Fiscal Year Ended May 31, 2002      |     
|First Quarter                       |      | $       3.33
|Second Quarter                      |      | 5.43        
|Third Quarter                       |      | 8.27        
|Fourth Quarter                      |      | 13.17       
|                                    |     

As
of July 31, 2003, there were 296 holders of record of the Companys common stock. The
last reported sales price of the common stock on such date was $22.02.

---

Immucor
has not declared any cash dividends with respect to its common stock. The Company
presently intends to continue to retain all earnings in connection with its business. In
connection with the Companys agreement with its principal lender, the Company
granted its principal lender a security interest in substantially all of the
Companys assets in addition to other security. Additionally, the loan agreement
contains certain financial and other covenants that, among other things, limit annual
capital expenditure, prevent payment of cash dividends or the repurchase of stock, limit
the incurrence of additional debt, and require the maintenance of certain financial
ratios. See Note 3 of the consolidated financial statements.

On
July 24, 2002, the Board of Directors approved a three-for-two stock split, effected in
the form of a 50% stock dividend to shareholders of record as of the close of business on
August 26, 2002 and implemented on September 13, 2002. The stock split increased the number of shares of common stock
outstanding to 12,243,590 shares. The stock split was the fourth for the Company since its
initial public offering in December 1985. Previously, the Company implemented a
three-for-two split in 1991, a five-for-four split in 1990, and a five-for-four split in
1987. All share and per share amounts disclosed in this document have been restated to
reflect the impact of the above stock splits.

Equity Compensation Plan
Information

|Plan category                                               | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------
|Equity compensation plans approved by security holders      | 880,816                                                                                     | $5.89                                                                       | 90,695                                                      
|Equity compensation plans notapproved by security holders * | 881,991                                                                                     | $4.91                                                                       | 20,175                                                      
|Total                                                       | 1,762,807                                                                                   | $5.40                                                                       | 110,870                                                     

* For a description of the material
features of our 1990 and 1995 Employee Stock Option Plans, see Note 6 of the consolidated
financial statements.

---

Item 6.Consolidated
Selected Financial Data.

(All amounts are in thousands, except per share amounts)

|                                            | Year Ended May 31,
|------------------------------------------- | ------------------
|
|Statement of Operations Data:               |                   
|Net sales                                   |                   
|Cost of sales                               |                   
|                                            |                   
|Gross profit                                |                   
|                                            |                   
|Operating expenses:                         |                   
|Research and development                    |                   
|Selling, general, and administrative        |                   
|Loss on impairment of goodwill              |                   
|Merger-related expenses                     |                   
|                                            |                   
|Total operating expenses                    |                   
|                                            |                   
|Income (loss) from operations               |                   
|                                            |                   
|Other:                                      |                   
|Interest income                             |                   
|Interest expense                            |                   
|Other                                       |                   
|                                            |                   
|Total other                                 |                   
|                                            |                   
|Income (loss) before income taxes           |                   
|Income taxes                                |                   
|                                            |                   
|Net income (loss)                           |                   
|                                            |                   
|Income (loss) per share:                    |                   
|Per common share                            |                   
|                                            |                   
|Per common share - assuming dilution        |                   
|                                            |                   
|Weighted average shares outstanding         |                   
|Common shares                               |                   
|                                            |                   
|Common shares - assuming dilution           |                   
|                                            |                   
|                                           
|Balance Sheet Data:                         |                   
|Working capital                             |                   
|Total assets                                |                   
|Long-term obligations, less current portion |                   
|Retained earnings                           |                   
|Shareholders' equity                        |                   

(1) Includes results of Gamma Biologicals, Inc. since October 27, 1998, Medichim and
                    Immunochim since March 15,     1999 and BCA, a division of Biopool, since April 30,
                    1999.

(2) All share and per share amounts have been restated to reflect the September 2002 three-for-two stock split.

---

Item 7.Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Certain
statements that Immucor may make from time to time, including statements contained in this
report, constitute forward-looking statements under the federal securities
laws. Forward-looking statements may be identified by words such as plans,
expects, believes, anticipates, estimates,
projects, will and other words of similar meaning used in
conjunction with, among other things, discussions of future operations, financial
performance, product development and new product launches, FDA and other regulatory
applications and approvals, market position and expenditures. Factors that could cause
actual results to differ materially from those expressed in any forward-looking statement
made by, or on behalf of, Immucor include the following, some of which are described in
greater detail below: the decision of customers to defer capital spending, increased
competition in the sale of instruments and reagents, product development or regulatory
obstacles, changes in interest rates and general economic conditions. In addition, the
strengthening of the dollar versus the Euro would adversely impact reported European
results. Investors are cautioned not to place undue reliance on any forward-looking
statements. Immucor cautions that historical results should not be relied upon as
indications of future performance. Immucor assumes no obligation to update any
forward-looking statements.

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 is 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 Note 1 of the consolidated
financial statements in Item 14 of this Annual Report on Form 10-K. Note that our
preparation of this Annual Report on Form 10-K requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of our financial statements, and the
reported amounts of revenue and expenses during the reporting period. Actual results could
differ from those estimates, and certain assumptions could prove to be incorrect. Senior
management has discussed the development and selection of critical accounting estimates
and related Managements Discussion and Analysis of Financial Condition and Results
of Operations disclosure with the audit committee of the board of directors.

Revenue Recognition

The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 101,
Revenue Recognition in Financial Statements (SAB 101), as amended by SAB 101A
and 101B. SAB 101 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services 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. Revenue from the sale of the Companys reagents
is recognized upon shipment since both title and risk of loss transfers to the customer
upon shipment. Revenue from the sale of the Companys medical instruments is
recognized upon shipment and completion of contractual obligations relating to training
and/or installation based on terms of the related agreements. Revenue from rentals of the
Companys medical instruments is recognized over the life of the rental agreement.
Instrument service contracts normally begin in the second year of service and are billed
separately from instrument revenues. The service contract revenue is recognized over the
life of the contract. No material changes have been made to the revenue recognition policy
during fiscal 2003.

Allowance for Doubtful
Accounts

Immucor
maintains an allowance for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments. The allowance is approximately 6.1%
of the accounts receivable balance. The Company continually monitors the collectibility of
its customer accounts and when indications arise that an amount is not likely to be
collected, the amount is charged to the allowance for doubtful accounts. If the financial
condition of any of Immucors customers was to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances could be required. No material
changes have been made to the allowance for doubtful accounts policy during fiscal 2003.

---

Inventory

Inventories
are stated at the lower of first-in, first-out cost or market. Cost includes material,
labor and manufacturing overhead. The Company uses 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 levels, staffing
levels and costs of operation. Actual costs and production levels may vary from the
standard and are charged to the consolidated statement of operations as a component of
cost of sales. Since generally accepted accounting principals require that the standard
cost approximate actual cost, periodic adjustments are necessary. No material
changes have been made to the inventory policy during fiscal 2003.

Goodwill and Other
Long-lived Assets

In
assessing the recoverability of the Companys goodwill and other long-lived assets
the Company must make assumptions regarding estimated future cash flows and other factors
to determine the fair value of the respective assets. If these estimates or their related
assumptions change in the future, the Company may be required to record impairment charges
for these assets not previously recorded. On June 1, 2002 the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, and is required to analyze its goodwill and intangible assets for impairment on an
annual basis or more frequently if impairment indicators arise. In October 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
Statement supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of, however it retains the fundamental provisions of
that statement related to the recognition and measurement of the impairment of long-lived
assets to be held and used. The Company adopted SFAS No. 144 effective June 1,
2002 without impact on its financial position or results of operations. See Note 16 of the
consolidated financial statements.

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. We
follow very specific and detailed guidelines regarding the recoverability of any tax
assets recorded on the balance sheet and provide any allowances as required. The Company
believes that the value of the Companys deferred tax assets assumes that the Company
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, the Company may be required to record additional valuation allowances against
its deferred tax assets resulting in additional income tax expense in the Companys
consolidated statements of operations. In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, carry-back
opportunities, and tax-planning strategies in making this assessment. Management evaluates
the realizability of the deferred tax assets and assesses the need for additional
valuation allowances quarterly. No material changes have been made to the income tax
policy during fiscal 2003.

Stock-based Employee
Compensation

The
Company grants stock options for a fixed number of shares to employees with an exercise
price equal to the fair value of the shares at the date of the grant. The Company accounts
for stock option grants in accordance with APB Opinion No. 25, Accounting for Stock Issued
to Employees, and accordingly does not recognize compensation expense for the stock option
grants.  In December 2002, the FASB issued SFAS No. 148, Accounting
for Stock-Based Compensation  Transition and Disclosure  an amendment of FASB
Statement No. 123. This Statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement
123 to require prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company adopted the interim disclosure requirements
in the period ended May 31, 2003. See Note 1 of the consolidated financial statements.

---

(a)         Liquidity and Capital
Resources

Net
cash provided by operating activities totaled approximately $20.3 million, $13.1 million,
and $2.4 million for the fiscal years 2003, 2002 and 2001, respectively. As of May 31,
2003, the Companys cash and cash equivalents balance totaled $11.2 million. The
approximately 55% increase in cash provided by operating activities from 2002 to 2003
resulted from the improvement in operating results of the Company. During fiscal 2003, the
Company improved net income by $5.6 million over fiscal 2002, which included the one-time
benefit of a $1.8 million settlement with Becton, Dickinson and Company and the
disgorgement of $0.4 million of short-swing trading profits from the Kairos Group. The net
loss in fiscal 2001 included a $3.1 million loss on impairment of goodwill related to the
Companys Belgian and French subsidiaries, and $1.3 million in expenses
related to the implementation of the Companys cost savings plan. The price increases
implemented during fiscal year 2001 and 2002 continued to have a beneficial effect on the
Companys cash position in fiscal 2003. Robust demand for the Galileo high-volume
instrument since its introduction to the European market also contributed to the continued
improvement. Factoring the Italian accounts receivable has increased the Italian
subsidiarys cash position by $3.7 million.

During
fiscal 2003, $5.2 million of cash was used in investing activities primarily for capital
expenditures of $1.9 million for Galileo and other instruments at customer sites on
reagent rental agreements, $1.1 million for computer hardware and software enhancements of
the enterprise software system, $1.0 million to refurbish the German facility and $1.2 for
manufacturing and quality system improvements at its Norcross and Houston facilities.
Planned capital expenditures for fiscal 2004 total approximately $4.2 million and
include approximately $0.5 million for the new collagen project and approximately $0.3
million for Galileo reagent rental instruments installed in Europe. Additionally, the
Company has budgeted $2.5 million for manufacturing and quality system improvements at its
Norcross and Houston facilities, $0.3 million at the Canadian facility, and $0.3 million
to upgrade the German facility as the European distribution center. Expansion of the
Companys computer network capabilities, including foreign subsidiaries, is budgeted
at $0.3 million for fiscal 2004.

Net
cash used in financing activities totaled approximately $7.9 million. During fiscal 2003,
the Company paid $15.8 million of long-term debt and capital lease obligations and debt
issue costs. The Company received $7.9 million in cash from the exercise of stock options.
Most of these options were granted in prior fiscal years and provide for exercise prices
equal to the market value of the Companys stock on the date granted. Since the
Company has sustained a rise in the value of its stock during the recently completed
fiscal year, option holders have exercised a large number of options. See Note 6 and Item
5 ̄Market for Registrants Common Equity and Related Stockholder
MattersEquity Compensation Plan Information.

Accounts
receivable decreased by $1.5 million from May 31, 2002 to May 31, 2003, dipping to
approximately 95 days outstanding at May 31, 2003 from approximately 120 days sales
outstanding at May 31, 2002. The effect of the Euro to dollar exchange rate increased
accounts receivable by approximately $3.5 million. This was offset by the marked
improvement of U.S. and Italian collections, the U.S. due to diligent collection efforts
and Italian due to factoring of accounts. Inventory levels stayed relatively constant for
the year at approximately 145 days sales in inventory in spite of the Euro against the
dollar exchange rate effect that increased inventory $0.6 million. Income tax refund
receivable, primarily in the U.S., increased due to a planned restructuring of certain
European operations that allowed for the utilization of tax losses generated in prior
years. Other receivables increased $2.3 million due to the factoring of certain
Italian trade accounts receivable. Net deferred income tax assets increased by $0.6 million for
fiscal 2003 as the Company adjusted its assessment of 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. Prepaid and other assets remained relatively constant year to year.

The
long-term investment decrease reflects a recorded impairment of $0.2 million. See Note 1
of the consolidated financial statements. Other long-term assets decreased $1.2 million in
fiscal 2003 from fiscal 2002 due primarily to amortization of debt issue costs and
recognition of deferred instrument costs to correspond with recognition of deferred
instrument revenues in accordance with SEC Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements. Deferred licensing costs remained relatively constant
between the periods. Customer list declined in fiscal 2003 over fiscal 2002 due to normal
amortization. Excess of cost over net tangible assets acquired increased in fiscal 2003
due to the effect of foreign exchange rates against the dollar.

Accounts
payable decreased by $0.2 million as the Companys operating cash-flows improved. The
current income tax liability decreased $3.1 million in fiscal 2003 over fiscal 2002 due primarily to
tax benefits generated by the exercise of stock options. Accrued salaries and wages for
2002 included an accrual for approximately $0.7 million for manager and executive bonuses
that were paid in fiscal 2003. Other accrued liabilities remained relatively constant for
the period. Other long-term liabilities increased by $0.3 million primarily due to the
changes in value of the interest rate swap agreement and increases in deferred instrument revenue. See Item 7A.  Quantitative and
Qualitative Disclosures About Market Risk.

---

Common
stock and additional paid-in capital increased by an aggregate of $10.8 million primarily
due to the exercise of stock options, described above, and the related tax benefit and by
$0.4 million for the three-for-two stock split. Approximately $0.1 million of stock
options were exercised as of May 31, 2003, but are classified as a receivable until the
amounts due from financial institutions are received. Retained earnings and comprehensive
income (loss) improved by $18.6 million due to the earnings for the year and favorable
changes in the net foreign exchange translation, offset by the effect of the interest rate
swap and the three-for-two stock split. See Item 7AQuantitative and Qualitative
Disclosures About Market RiskInterest Rates. The financial statements of foreign
subsidiaries have been translated into U.S. dollars in accordance with FASB Statement No.
52, Foreign Currency Translation. All balance sheet accounts have been translated using
the exchange rates in effect at the balance sheet dates. Income statement amounts have
been translated using the average exchange rates for each year. The gains and losses
resulting from the changes in exchange rates from year to year have been reported
separately as a component of comprehensive income (loss). The effect of foreign currency
transaction gains and losses has been recorded in the accompanying statements of
operations. Since the end of the fiscal year, the Euro has weakened against the dollar,
which decreased accounts receivable, inventory, net property, plant and equipment and
accounts payable for the period ended July 31, 2003 by $0.7 million, $0.1 million, $0.4
million and $0.2 million, respectively.

In
July 2002, the Company and its primary lender amended its loan agreement to extend
the term of the existing revolving lines of credit from February 28, 2003 to December 1,
2005. Borrowings under the senior credit facility were re-priced according to a pricing
grid that varies based upon the Companys ratio of Funded Debt to EBITDA, as defined
in the senior credit facility. The current interest rate on the effective date of the
amendment will be LIBOR plus a spread of 200 basis points on the revolving lines of credit
and Term Loan A and LIBOR plus a spread of 250 basis points on the Term Loan B.

In
December 2002, the Company drew $1.0 million on the U.S. revolving line of credit to pay
off the German line of credit. The $1.0 million was paid back in May 2003.

At
May 31, 2003 there was approximately $16.0 million of outstanding debt under the lines of
credit and Term Loan A and approximately $6.0 million outstanding under Term Loan B. In
addition, as of May 31, 2003, the Companys Spanish subsidiary had outstanding debt
of approximately $2.1 million under lines of credit. At May 31, 2003, there is $7.0
million in funds available under the U.S. line of credit, $2.3 million available under the
Canadian line of credit and $3.2 million in funds available under the German line of credit.
The Companys Italian and Belgian subsidiaries have an ability to borrow an
additional $1.6 million.

In
fiscal 1998, the Company authorized a program to repurchase up to 10% of its common stock
in the open market. During fiscal 2001 and 2000, the Company repurchased 184,501 and
415,500 shares (pre-split) of its common stock for approximately $1.5 and $3.5 million, respectively.
The Company is restricted from the repurchase of additional shares under debt covenants of
the current loan agreement. The Company previously granted its principal lender a security
interest in substantially all of the Companys assets.
The loan agreement also contains certain financial and other covenants, which,
among other things, limit annual capital expenditures, prevent payment of cash dividends
or the repurchase of stock, limit the incurrence of additional debt, and require the
maintenance of certain financial ratios. The Canadian revolving line of credit and German
line of credit are both guaranteed by the Company. Also, the interest rate swap agreement
with the U.S. bank is guaranteed by the Company. At May 31, 2003 and May 31, 2002, the
Company had an interest rate swap agreement in the Companys functional currency,
maturing in 2005 with an initial notional principal amount of $15 million, which amortizes
over the life of the instrument. The fair value of the interest rate swap agreement
represents the estimated receipts or payments that would be made to terminate the
agreement and is included with other long-term liabilities on the balance sheet. At May
31, 2003 and May 31, 2002, the Company would have paid $422,677 and $369,492,
respectively, to terminate the agreement in the Companys functional currency. See
Item 7AQuantitative and Qualitative Disclosures About Market RiskInterest
Rates. There are no restrictions on the Companys foreign subsidiaries in the matter
of sending dividends, or making loans or advances to the parent Company.

Management
continues to focus on reducing the leverage on the Companys balance sheet and does
not anticipate that there will be a need for additional borrowings. Management expects
that cash and cash equivalents and internally generated funds will be sufficient to
support operations, scheduled debt repayments and planned capital expenditures for the
next 12 months, as well as fund future long-term debt payments.

---

Contractual Obligations
and Commercial Commitments

|Contractual Obligations            | Payments Due by Periodin thousands
|---------------------------------- | ----------------------------------
|
|Long-Term Debt and Lines of Credit | $24,253                           
|Capital Lease Obligations          | 1,888                             
|Operating Leases                   | 8,267                             
|Other Long-Term Obligations        | 1,764                             
|Total Contractual Cash Obligations | $36,172                           

(b)         Results of Operations

For
the fiscal year ended May 31, 2003, revenues totaled a record $98.3 million, a $14.2
million (16.8%) increase over the prior year. Sales have grown as a result of general
price increases, new customer contracts and renewals of group pricing contracts at
substantially higher prices. Demand for the new Galileo high-volume instrument has been
robust since its introduction to the European market. As of July 16, 2003, there are 60
Galileo placements in Europe. Net income increased to $14.4 million, a $5.6 million
(63.4%) increase over the prior year. Diluted earnings per share totaled $1.07 for the
year compared to $0.77 for the prior year. Prior year per share amounts have been restated to
reflect the impact of the three-for-two stock split.

In
March 2003, Immucor, Inc. signed a development agreement for the production of human
collagen mesh with Inamed Corporation (Nasdaq: IMDC), a global healthcare company and the
market leader in the popular dermal filler market. Under terms of the agreement, Gamma
Biologicals, Inc., Houston, Texas, a wholly-owned subsidiary of Immucor, will optimize the
manufacturing process for the production of a human collagen raw material for Inamed.
Gamma has proven expertise in the growth of human cell lines for the production of
monoclonal antibodies. During the pendency of the development project, Inamed will
continue to source its raw material needs from its current suppliers.

In
April 2003, Immucor, Inc. and Bio-Tek Instruments Inc., the manufacturer of Immucors
ABS2000 fully automated blood bank instrument, announced the signing of an agreement with
the University of Vermont to commercialize an in-vitro diagnostic test to measure platelet
markers useful in anti-platelet pharmacological drug development and potentially to
improve real-time treatment of cardiovascular disease. The assay will be useful in
determining the risk associated with increased platelet activity (thrombotic occlusion of
vessels, which can lead to a myocardial infarct) and decreased reactivity (excess
bleeding). The need for an assay that can quantitatively differentiate patients at low, as
opposed to high, risk of a detrimental heart event is critical in the pharmacological
treatment of these patients. In addition, the method offers promise for the prediction of
coronary artery and cerebrovascular disease in patients without a previous disease
history. The Company expects to spend approximately $0.2 million to facilitate this project.

Comparison of Years Ended May 31,
2003 and May 31, 2002

Net Sales

Sales
of traditional reagent products, i.e., products not utilizing the Companys patented
Capture® technology, increased nearly $10.0 million, or 16.0%, from $61.8 million in
fiscal 2002 to $71.7 million in fiscal 2003. Sales of Capture® products increased
approximately $2.1 million to $18.7 million, a 12.7% increase over the prior year. The
Company believes growth in reagent revenue occurred as a result of price increases in
North America partially offset by declines in international sales, primarily in South
American countries that are experiencing financial difficulties, and the planned exit from
the distribution of certain low-margin third-party products. The Company will continue to
de-emphasize sales in South America until economic stability has been restored. Instrument
sales for fiscal 2003 increased by approximately $2.5 million to $7.8 million, an increase
of 46% over the prior year. Instrument revenue grew primarily as a result of increased
sales of the Galileo instrument to distributors in Europe. Currently, the Company is
exclusively marketing this instrument to hospital transfusion laboratories and blood donor
centers for patient and donor blood typing and antibody screening and identification. The
effect on revenues of the change in the Euro exchange rate was an increase of $4.2 million
for the fiscal year ended May 31, 2003.

---

Gross Profit

Gross
margin, as a percentage of sales, was 56.5% versus 55.5% for the years ended May 31, 2003
and 2002, respectively. Gross margin on traditional reagents was 59.4% for the current
fiscal year, compared with 56.2% in the prior year period. Gross margin on Capture®
products was 68.6%, compared with 70.7% in the prior year period. The increased sales
volume of the Capture® products mentioned above were principally generated through
sales to the distributor network in Europe at margins to the Company approximately 6%
lower than achieved through direct sales in the U.S. The Galileo sales in Europe,
primarily to distributors, were also at margins lower than would be achieved through
direct sales. Instrument service continues to be provided at a loss for the year as
overall instrument placements have not reached the level required for service operations
to break-even. The instrument service burden reduced the gross margin, as a percentage of
sales, by 0.5%. Unfavorable manufacturing variances also had a negative impact on gross
profit. Management has taken initial steps to improve factory efficiency to allow for
gross profit improvement. The change in the Euro exchange rate increased gross profit by
approximately $1.9 million, but eroded gross margin, as a percentage of sales, by $0.5
million.

Operating expenses

When
compared to the prior year, research and development costs for fiscal 2003 increased 2.7%.
Increases related to preparation for domestic field trials of the Galileo instrument were
partially offset by a reduction of instrument development initiatives for the launch of
the Galileo in the European market.

Selling
and marketing expenses increased $1.4 million for the year ended May 31, 2003, as compared
to the prior year, of which $1.0 million was a result of the change in the Euro to dollar exchange
rate. Travel and marketing expense increases associated with the sales efforts to market
the Galileo in Europe and the ABS2000 in the United States accounted for the remainder of
the increase for the year.

Distribution
expenses for fiscal 2003 increased by $0.3 million compared to the prior year primarily
due to additional shipping expenses related to new customers and the implementation of a
new shipping package configuration designed to maintain acceptable environmental
temperatures and preserve product quality during shipment, as well as the exchange rate
effect of the Euro versus the dollar.

General
and administrative expenses for the year ended May 31, 2003 have risen approximately $1.1
million over the prior year. The change in the Euro exchange rate accounted for
approximately $0.5 million. The remaining increase was due to additional personnel and
expenditures to support domestic and international efforts to expand Company presence and
assure compliance with European Union quality regulations and accounting and SEC
regulatory mandates in the United States.

Amortization
expense declined $1.3 million for the year ended May 31, 2003 as compared with the prior
year due to the adoption of SFAS No.142, Goodwill and Other Intangible Assets, which
requires goodwill and indefinite lived intangible assets to be reviewed annually for
impairment, or more frequently if impairment factors arise, instead of amortized. The
Company tested goodwill for impairment as of March 1, 2003, as required by SFAS No.
142, utilizing a combination of valuation techniques, including the expected present value
of future cash flows and a market multiple approach, and found no impairment.

Interest expense

When
compared to the prior year, interest expense decreased $2.0 million in fiscal 2003. The
decrease is primarily the result of reduced borrowings on long-term debt and a more
favorable interest rate that became effective in May 2002 under the original loan
agreement and continued with the July 2002 amendment to the loan agreement. Also, lower
amortization of debt issue costs due to the reset of long-term debt maturity dates further
reduced interest expense for the current period.

Other income (expense)

Other
income, net, for the twelve-month period ending May 31, 2003 primarily reflects foreign
currency transaction gains that exceeded foreign currency transaction losses and a $0.2
million impairment of assets. See Note 1 of the consolidated financial statements. Other
income for the prior twelve-month period was favorably affected by the disgorgement of
short-swing trading profits by the Kairos Group in the amount of $0.4 million and by $1.0
million from the settlement of the Becton, Dickinson arbitration.

---

Income taxes

In
spite of significantly higher income levels, income tax expense increased only $2.6
million for the fiscal year ended May 31, 2003, as compared to the prior year. The income
tax provision for current year earnings was offset by a $1.4 million tax benefit generated
through a planned restructuring of certain European operations that allowed for the
utilization of tax losses generated in prior years and the tax benefit from the exercise
of stock options. Fiscal 2002 had benefited from the utilization of U.S. net operating loss
carry-forwards. During the fourth quarter of fiscal 2001, the Company elected to record a
valuation allowance in an amount equal to the net deferred tax assets of the Company,
amounting to $1.2 million due to continued losses. Effectively, this non-cash allowance
reflected the elimination of domestic deferred taxes as a balance sheet asset and was
subsequently used to reduce domestic taxes in fiscal 2002 as the Company returned to
profitability. The net operating loss carry-forwards generated in fiscal 2001 were fully
utilized by the quarter ended February 28, 2002 to reduce the fiscal 2002 United States
tax provision.

Comparison of Years Ended May 31,
2002 and May 31, 2001

Net sales

Revenues
for the year ended May 31, 2002 rose by $14.7 million over the prior fiscal year largely
due to the aggressive price increase begun in the third quarter of fiscal year 2001 and to
new group contracts. Instrument sales for the year ended May 31, 2002 were up $1.8 million
to $5.3 million. Instrument sales grew as a result of new placements and concentrated
efforts to reduce the backlog of instruments installed but not recorded as revenue due to
post installation criteria. The effect on revenues of the change in the Euro exchange rate
was a decrease of $295,000 for fiscal 2002.

Instrument
sales also benefited from the lifting of the safety notification on the ABS2000. In
December 2000, we lifted the safety notification for antibody screening and crossmatch
assay, and were able to lift the safety notification for blood grouping and launch our
Version 2 software on October 1, 2001. Before we could lift the safety notification and
install the new software, the Company had to submit a corrective action plan to the U.S.
Food and Drug Administration (FDA), and then service engineers had to complete field
corrective action on the ABS2000 and to accumulate clinical data. The cost of installing
the new software on instruments in the field was less than $50,000.

Gross profit

Gross
margin, as a percentage of sales, totaled 55.5% versus 45.2% in the prior year. Gross
profit increased $15.3 million, as compared to the prior year, due to the aggressive price
increases mentioned above. Gross profits were also enhanced by the discontinuance of
significant costs incurred in the prior year to resolve ABS2000 performance issues and the
related costs of product concessions provided to customers who were required to perform
backup testing during the safety notification. The effect on gross profit of the change in
the Euro exchange rate was a decrease of $139,000 for fiscal 2002. In fiscal 2002, the
Company evaluated the carrying value of the DIAS PLUS instruments included in property, plant and equipment and estimated that the
undiscounted cash flow indicated impairment. An impairment loss of approximately $270,000
was charged to depreciation expense on the statement of operations.

Operating expenses

When
compared to the prior year, research and development costs for fiscal 2002 rose 5% over
fiscal 2001 and were primarily related to instrument development initiatives for the
Galileo for the European market. The Galileo is designed to fulfill the need in Europe for
a high-throughput blood serology-testing device with a test menu that includes antibody
screening.

Selling
and marketing expenses decreased $0.9 million for fiscal 2002 as compared to the prior
year. Until the fourth quarter of fiscal 2001, the Company had been developing an
infrastructure to support an increased level of instrument sales. However, in light of the
issues with the ABS2000 and continued customer migration to purchasing groups, the Company
reevaluated the focus of its sales and marketing efforts. The domestic sales staff was
significantly reduced and the Netherlands facility was closed, resulting in a positive
effect on selling and marketing expenses. Travel expenses and commissions rose to
partially offset the previous cost savings due to renewed instrumentation efforts and
higher revenues, in the second half of fiscal year 2002, from the domestic reagent price
increases.

---

Distribution
expenses for the year ended May 31, 2002 decreased slightly compared to the prior year,
but as a percentage of sales, decreased from 9.3% to 7.5%. Additional shipping expenses
related to a new purchasing group were offset by volume discounts offered by carriers.

General
and administrative expenses for the year ended May 31, 2002 increased $0.4 million.
Expenses in the prior year included $1.1 million of expenses, primarily
severance, related to the implementation of the cost savings plan. The increase for the
year ended May 31, 2002 was due primarily to legal expenses related to the proxy contest
incurred in the second quarter, various bank fees and professional fees incurred mainly
for support of the enterprise software system after the June 1, 2001 implementation.

Due
to continued operating losses and reorganization at the Companys French and Belgian
operations, an impairment in value of the goodwill related to these acquisitions caused a
non-cash charge to earnings of approximately $3.1 million in fiscal 2001.

Amortization
expense declined $0.3 million as compared with the prior period due to the goodwill
impairment mentioned above.

Interest expense

When
compared to fiscal 2001, interest expense increased $0.7 million in fiscal 2002. The
increase is the result of the increased borrowings on long-term debt, bank fees related to
the Companys inability to maintain the financial covenants contained in its prior
loan agreement due to past operating losses, and leases capitalized in fiscal 2001.

Other income

Other
income for fiscal 2002 rose $1.1 million. Other income for the first quarter of fiscal
2002 was favorably affected by the settlement of the Becton, Dickinson arbitration
regarding their obligations under a distributor agreement. The settlement called for
Becton to pay Immucor, Inc. a total of $1.8 million. A loss on the disposal of assets
valuing approximately $0.8 million related to IMAGN was netted against the settlement from
Becton, along with $51,000 in instrument financing settlement fees. Other income for the
second quarter of fiscal 2002 was favorably affected by the disgorgement of short-swing
trading profits by the Kairos Group that contributed $0.4 million to pre-tax income.

Income taxes

Income
tax expense increased for the year ended May 31, 2002 as compared to the prior period due
to higher income. During the fourth quarter of fiscal 2001, the Company elected to record
a valuation allowance in an amount equal to the net deferred tax assets of the Company,
amounting to $1.2 million. Effectively, this non-cash allowance reflected the elimination
of domestic deferred taxes as a balance sheet asset in fiscal 2001 and reduced domestic taxes
in fiscal 2002 when the Company returned to profitability. The net operating loss carry-forwards generated in fiscal 2001 also
reduced the fiscal 2002 United States tax provision and were fully utilized by the quarter
ended February 28, 2002. These items effectively increased reported net income for fiscal 2002 by
approximately $2.3 million.

(c)         Impact of Recently
Issued Accounting Standards

In
June 1998, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement provides a comprehensive and consistent
standard for the recognition and measurement of derivatives and hedging activities. In
June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activitiesan amendment to FASB Statement No. 133. This statement amended
certain provisions of SFAS No. 133. Accordingly, the Company adopted SFAS No. 133, as
amended by SFAS No. 138, effective the first quarter of fiscal 2002. The cumulative effect
of the adoption of SFAS No. 133 on June 1, 2001 resulted in a comprehensive loss (a
component of Shareholders Equity on the balance sheet) of approximately $103,000,
net of $26,000 in income taxes, relating to the Companys interest rate swap
agreements. Due to the ineffectiveness of the swaps,
approximately $20,500 and $31,000 was reclassified from comprehensive loss to earnings as
interest expense for the years ended May 31, 2003 and 2002, respectively. Approximately
$53,000 and $267,000 were charged directly to interest expense for the years ended May 31,
2003 and 2002, respectively. The remaining balance of approximately $51,000 will be
amortized over the remaining term of the loan. See Note 3 of the consolidated financial
statements.

---

See
Note 16 of the consolidated financial statements for a discussion of SFAS No. 141,
Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.

In
June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations.
Statement 143 applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and/or the normal
operation of a long-lived asset. For the purposes of Statement 143, a legal obligation is
an obligation that a party is required to settle as a result of an existing or enacted
law, statute, ordinance, or written or oral contract or that is based on a promise and an
expectation of performance. Statement 143 is effective for financial statements for fiscal
years beginning after June 15, 2002. The impact of adopting the Statement is recognized as
a cumulative effect of a change in accounting principle as of the beginning of a
companys fiscal year in which the Statement is first applied. The Company is in the
process of evaluating the impact SFAS No. 143 will have upon adoption but does not
anticipate it will have a significant impact on its financial position or results of
operations.

In
October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. The Statement supercedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, however it retains the
fundamental provisions of that statement related to the recognition and measurement of the
impairment of long-lived assets to be held and used. The Statement is
effective for year-ends beginning after December 15, 2001. The Company adopted SFAS No.
144 effective June 1, 2002 without impact on its financial position or results of
operations.

In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities(SFAS No. 146), which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs
incurred in a restructuring). The provisions of SFAS No. 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. At adoption, SFAS No. 146
did not have a significant impact on the Companys consolidated statements of
operations or financial position. The Company does not have any in-process or planned exit
or disposal activities as of May 31, 2003.

In
November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees(FIN No. 45). FIN No. 45 requires a
guarantor to recognize, at the inception of a guarantee, a liability for the fair value of
the obligation it has undertaken in issuing the guarantee. The Company must apply FIN No.
45 to guarantees, if any, issued or modified after December 31, 2002. FIN No. 45 also
requires guarantors to disclose certain information for guarantees, including product
warranties, outstanding at the end of interim periods ending after December 15, 2002. At
adoption, FIN No. 45 did not have a significant impact on the Companys consolidated
statements of operations or financial position. The Company does not have any material
warranty obligations or other guarantees as of May 31, 2003.

In
November 2002, the EITF reached a consensus on EITF Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables(EITF 00-21). The Issue addresses certain aspects
of the accounting for arrangements under which a vendor will perform multiple
revenue-generating activities. EITF 00-21 addresses when a revenue arrangement with
multiple deliverables should be divided into separate units of accounting and, if
separation is appropriate, how the arrangement consideration should be allocated to the
identified accounting units. The Company is required to adopt the provisions of EITF 00-21
effective July 1, 2003, and the Company does not expect the adoption of EITF 00-21 to have
a material impact on its financial statements.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123. This
Statement provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported
results. The interim disclosure requirements are effective for financial reports
containing condensed consolidated financial statements for interim periods beginning after
December 15, 2002. See Note 1 of the consolidated financial statements.

---

In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51 (FIN No.
46). FIN No. 46 requires certain variable interest entities, or VIEs, to be
consolidated by the primary beneficiary of the entity if the equity investors in the
entity do not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN No. 46 is effective for all VIEs
created or acquired after January 31, 2003. For VIEs created or acquired prior to February
1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual
period beginning after June 15, 2003. The Company does not expect that the adoption of FIN
No. 46 will have a material impact on its financial statements.

In
April 2003, the FASB issued SFAS No. 149 (SFAS No. 149),Amendments of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends
and clarifies financial accounting and reporting for derivative instruments, including
certain instruments embedded in other contracts and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. This statement requires that contracts with comparable characteristics
be accounted for similarly. In particular, this statement clarifies under what
circumstances a contract with an initial net investment meets the characteristic of a
derivative, clarifies when a derivative contains a financing component, amends the
definition of an underlying hedged risk to conform to language used in FIN No. 45 and
amends certain other existing pronouncements. This statement, the provisions of which are
to be applied prospectively, is effective for contracts entered into or modified after
June 30, 2003. The Company does not expect the adoption of SFAS No. 149 to have a material
impact on the Companys financial condition or results of operations.

In
May 2003, the FASB issued SFAS No. 150 (SFAS No. 150),Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a financial
instrument that is within SFAS No. 150s scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the issuer.
Many of those instruments were previously classified as equity. SFAS No. 150 requires an
issuer to classify the following instruments as liabilities (or assets in some
circumstances): mandatorily redeemable financial instruments; obligations to repurchase
the issuers equity shares by transferring assets; and certain obligations to issue a
variable number of its equity shares. SFAS No. 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003. The Company
does not expect SFAS No. 150 to have a material effect on its consolidated financial
statements.

Item
7A.Quantitative and Qualitative Disclosures About Market Risk

Market
Risk. The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates that could adversely impact its results of
operations and financial condition. To manage the volatility relating to these typical
business exposures, the Company may enter into various derivative transactions when
appropriate. The Company does not hold or issue derivative instruments for trading or
other speculative purposes.

Interest
Rate Risk. Interest rate swap agreements are entered into with the objective of managing
exposure to interest rate changes. The Company has entered into interest rate swaps to
effectively convert a portion of variable rate bank debt into fixed rates. At May 31, 2003
and May 31, 2002, the Company had an interest rate swap agreement in the Companys
functional currency, maturing in 2005, with an initial notional principal amount of $15
million that amortizes over the life of the instrument. The fair value of the interest
rate swap agreement represents the estimated receipts or payments that would be made to
terminate the agreement and is included with other long-term liabilities on the balance
sheet. At May 31, 2003 and May 31, 2002, the Company would have paid $422,677 and
$369,492, respectively, to terminate the agreement in the Companys functional
currency. See Note 3 of the consolidated financial statements. The Company had $24.3
million in outstanding debt at May 31, 2003. A 100 basis point increase or decrease in
interest rates could decrease or increase annual net income by $0.2 million.

Foreign
Currency. Operating income generated outside the United States as a percentage of total
operating income was 9% in 2003, 7% in 2002 and 17% in 2001. Fluctuations in foreign
exchange rates, principally with the U.S. dollar versus the Euro, could impact operating
results when translations of the Companys subsidiaries financial statements
are made in accordance with current accounting guidelines. It has not been the
Companys practice to actively hedge its foreign subsidiaries assets or
liabilities denominated in local currency. Most of the foreign currency exposures are
managed locally by the Companys foreign subsidiaries through the hedging of purchase
commitments with the advance purchase of the required non-functional currencies. However,
the Company believes that over time weaknesses in one particular currency are offset by
strengths in others. In 2003, 2002, and 2001 the Company recorded foreign currency
transaction gains (losses) of approximately $697,000, $(445,000), and $(10,000),
respectively. For fiscal 2003, the fluctuation of the Euro weighted average exchange rate
increased net sales by approximately $4.2 million. A ten percent change in the
year-to-date weighted average Euro exchange rate would have had the effect of increasing
or decreasing net sales by approximately $2.5 million.

---

Effective
January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. SFAS No. 133 requires the Company to recognize all derivatives on
the balance sheet at fair value. For derivatives designated as hedges, the change in the
fair value of the derivative will either be offset against the change in the fair value of
the hedged asset, liability, or firm commitment through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The ineffective
portion of a derivatives change in fair value will be immediately recognized in
earnings. The cumulative effect of the adoption of SFAS No. 133 on June 1, 2001 resulted
in a comprehensive loss for fiscal 2002 (a component of Shareholders Equity on the
balance sheet) of approximately $103,000, net of $26,000 in income taxes, relating to the
interest rate swap agreements. Since the swap agreement related to the Canadian line of
credit matured in December 2001, an adjustment of approximately $15,000 was made to
comprehensive loss and reclassified to earnings as interest expense in fiscal 2002. Due to
the ineffectiveness of the swap related to the U. S. loan, approximately $20,500 and
$16,000 was reclassified from comprehensive loss to earnings as interest expense for the
years ended May 31, 2003 and 2002, respectively. Approximately $53,000 and $267,000 were
charged directly to interest expense for the years ended May 31, 2003 and 2002,
respectively. The remaining balance of approximately $51,000 will be amortized over the
remaining term of the loan. See Note 3 of the consolidated financial statements.

Item 8.  Financial
Statements and Supplementary Data.

The
following consolidated financial statements of the Company are included under this item:

-Report of Independent Auditors

-Consolidated Balance Sheets, May 31, 2003 and 2002

-Consolidated
Statements of Operations for the Years Ended May 31, 2003, 2002 and 2001

-Consolidated Statements
of Shareholders Equity for the Years Ended May 31, 2003, 2002 and 2001

-Consolidated
Statements of Cash Flows for the Years Ended May 31, 2003, 2002 and 2001

-Notes to Consolidated Financial Statements

-Consolidated Financial Statement Schedule

---

REPORT OF INDEPENDENT
AUDITORS

To Board of Directors and
Shareholders Immucor, Inc.

We have audited the accompanying
consolidated balance sheets of Immucor, Inc. (the Company) as of May 31, 2003
and 2002 and the related consolidated statements of operations, shareholders equity,
and cash flows for each of the three years in the period ended May 31, 2003. Our audits
also included the financial statement schedule listed in the Index at Item 15(a). These
financial statements and schedule are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements and schedule
based on our audits.

We conducted our audits in accordance
with auditing standards generally accepted in the United States. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Immucor, Inc. at May 31, 2003 and 2002, and the
consolidated results of its operations and its cash flows for each of the three years in
the period ended May 31, 2003, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

As discussed in Note 1 of the Notes to the Consolidated Financial Statements,
 the Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities in 2002 and
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets in 2003.

/s/ Ernst & Young LLP

Atlanta, Georgia July 17,
2003

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

---

|                                                                    | May 31,
|------------------------------------------------------------------- | -------
|
|ASSETS                                                              |        
|CURRENT ASSETS:                                                     |        
|Cash and cash equivalents                                           |        
|Accounts receivable, trade (less allowance for doubtful accounts of |        
|$1,655,347 in 2003 and $1,483,688 in 2002)                          |        
|Other receivables                                                   |        
|Inventories                                                         |        
|Income taxes receivable                                             |        
|Deferred income taxes                                               |        
|Prepaid expenses and other                                          |        
|                                                                    |        
|Total current assets                                                |        
|                                                                    |        
|LONG-TERM INVESTMENT - At fair value                                |        
|                                                                    |        
|PROPERTY, PLANT AND EQUIPMENT - Net                                 |        
|                                                                    |        
|DEFERRED INCOME TAXES                                               |        
|                                                                    |        
|OTHER ASSETS - Net                                                  |        
|                                                                    |        
|DEFERRED LICENSING COSTS - Net                                      |        
|                                                                    |        
|CUSTOMER LIST - Net                                                 |        
|                                                                    |        
|EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net              |        
|                                                                    |        
|                                                                    |        
|                                                                    |        

See notes to consolidated financial
statements.

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)

---

|                                                                         | May 31,
|------------------------------------------------------------------------ | -------
|
|LIABILITIES AND SHAREHOLDERS' EQUITY                                     |        
|CURRENT LIABILITIES:                                                     |        
|
|Current portion of borrowings under bank line of credit agreements       |        
|Current portion of long-term debt                                        |        
|Current portion of capital lease obligations                             |        
|Accounts payable                                                         |        
|Income taxes payable                                                     |        
|Accrued salaries and wages                                               |        
|Deferred income taxes                                                    |        
|Other accrued liabilities                                                |        
|                                                                         |        
|Total current liabilities                                                |        
|                                                                         |        
|BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS - Net                    |        
|of current portion                                                       |        
|                                                                         |        
|LONG-TERM DEBT - Net of current portion                                  |        
|                                                                         |        
|CAPITAL LEASE OBLIGATIONS - Net of current portion                       |        
|                                                                         |        
|DEFERRED INCOME TAXES                                                    |        
|                                                                         |        
|OTHER LIABILITIES                                                        |        
|                                                                         |        
|SHAREHOLDERS' EQUITY:                                                    |        
|Common stock - authorized 45,000,000 shares, $0.10 par value; issued and |        
|outstanding 12,865,445 at May 31, 2003 and 11,555,635 at May 31, 2002    |        
|Additional paid-in capital                                               |        
|Retained earnings                                                        |        
|Accumulated other comprehensive loss                                     |        
|                                                                         |        
|Total shareholders' equity                                               |        
|                                                                         |        
|                                                                         |        
|                                                                         |        

See notes to consolidated financial statements.

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

---

|                                     | Year Ended May 31,
|------------------------------------ | ------------------
|
|                                     |                   
|NET SALES                            |                   
|                                     |                   
|COST OF SALES                        |                   
|                                     |                   
|                                     |                   
|GROSS PROFIT                         |                   
|                                     |                   
|OPERATING EXPENSES:                  |                   
|Research and development             |                   
|Selling and marketing                |                   
|Distribution                         |                   
|General and administrative           |                   
|Loss on impairment of goodwill       |                   
|Amortization expense                 |                   
|                                     |                   
|                                     |                   
|                                     |                   
|                                     |                   
|INCOME (LOSS) FROM OPERATIONS        |                   
|                                     |                   
|OTHER:                               |                   
|Interest income                      |                   
|Interest expense                     |                   
|Other, net                           |                   
|                                     |                   
|                                     |                   
|                                     |                   
|INCOME (LOSS) BEFORE INCOME TAXES    |                   
|                                     |                   
|INCOME TAXES                         |                   
|                                     |                   
|                                     |                   
|NET INCOME (LOSS)                    |                   
|                                     |                   
|                                     |                   
|INCOME (LOSS) PER SHARE              |                   
|                                     |                   
|Per common share                     |                   
|                                     |                   
|                                     |                   
|Per common share - assuming dilution |                   
|                                     |                   

See notes to consolidated financial statements.

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

---

|                                                |  |            |   |             | Accumulated |             
|----------------------------------------------- |  | ---------- | - | ----------- | ----------- | ------------
|
|
|
|
|                                                |  |            |  
|BALANCE, MAY 31, 2000                           |  | 7,462,118  |   | $  746,212  |             | $ 16,848,804
|Tax benefits related to stock options and other |  | --         |   | --          |             | 57,348      
|Stock repurchase                                |  | (184,501   | ) | (18,450     | )           | (1,466,263  
|Comprehensive income:                           | 
|Foreign currency translation adjustment         |  | --         |   | --          |             | --          
|Net loss                                        |  | --         |   | --          |             | --          
|Total comprehensive loss                        |  |            |   |             |             |             
|
|BALANCE, MAY 31, 2001                           |  | 7,277,617  |   | 727,762     |             | 15,439,889  
|                                                |  |            |  
|Exercise of stock options and warrants          |  | 426,140    |   | 42,614      |             | 3,427,977   
|Tax benefits related to stock options and other |  | --         |   | --          |             | 652,792     
|Comprehensive income:                           | 
|Foreign currency translation adjustment         |  | --         |   | --          |             | --          
|Cumulative effect of the adoption of            | 
|SFAS 133 on June 1, 2001, net of taxes          |  | --         |   | --          |             | --          
|Hedge loss reclassified into earnings           |  | --         |   | --          |             | --          
|Net income                                      |  | --         |   | --          |             | --          
|Total comprehensive income                      |  |            |   |             |             |             
|
|BALANCE, MAY 31, 2002                           |  | 7,703,757  |   | 770,376     |             | 19,520,658  
|Exercise of stock options and warrants          |  | 1,033,058  |   | 103,306     |             | 7,225,923   
|Tax benefits related to stock options and other |  | --         |   | --          |             | 3,431,181   
|Stock split, three-for-two                      |  | 4,128,630  |   | 412,863     |             | --          
|Comprehensive income:                           | 
|Foreign currency translation adjustment         |  | --         |   | --          |             | --          
|Hedge loss reclassified into earnings           |  | --         |   | --          |             | --          
|Net income                                      |  | --         |   | --          |             | --          
|Total comprehensive income                      |  |            |   |             |             |             
|
|BALANCE, MAY 31, 2003                           |  | 12,865,445 |   | $ 1,286,545 |             | $ 30,177,762
|

See notes to consolidated financial statements

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

---

|                                                                | Year Ended May 31,
|--------------------------------------------------------------- | ------------------
|
|                                                                |                   
|
|OPERATING ACTIVITIES:                                           |                   
|Net income (loss)                                               |                   
|Adjustments to reconcile net income (loss) to net cash provided |                   
|by operating activities:                                        |                   
|Depreciation and amortization of property and equipment         |                   
|Amortization of other assets and excess of cost over net        |                   
|tangible assets acquired                                        |                   
|Amortization of debt issue costs                                |                   
|Impairment of goodwill                                          |                   
|Disposal of assets in settlement                                |                   
|Impairment of fixed assets                                      |                   
|Impairment of long term investment                              |                   
|Deferred tax provision                                          |                   
|Provision for doubtful accounts                                 |                   
|Changes in operating assets and liabilities:                    |                   
|Accounts receivable, trade                                      |                   
|Loan to officer                                                 |                   
|Income taxes                                                    |                   
|Inventories                                                     |                   
|Other receivables                                               |                   
|Other current assets                                            |                   
|Other long-term assets                                          |                   
|Accounts payable                                                |                   
|Other current liabilities                                       |                   
|Other long-term liabilities                                     |                   
|                                                                |                   
|Total adjustments                                               |                   
|                                                                |                   
|Cash provided by operating activities                           |                   
|                                                                |                   
|INVESTING ACTIVITIES:                                           |                   
|Purchases of / deposits on property and equipment               |                   
|                                                                |                   
|Cash used in investing activities                               |                   

See notes to consolidated financial statements.

---

IMMUCOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

---

|                                                                   | Year Ended May 31,
|------------------------------------------------------------------ | ------------------
|
|                                                                   |                   
|
|
|FINANCING ACTIVITIES:                                              |                   
|Borrowings, net of repayments under line of credit agreements      |                   
|Borrowings, net of repayments of long-term debt and capital leases |                   
|Borrowings, net of repayments of long-term debt to related party   |                   
|Proceeds from exercise of stock options and warrants               |                   
|Payment of debt issue costs                                        |                   
|Stock repurchases                                                  |                   
|                                                                   |                   
|Cash (used in) provided by financing activities                    |                   
|                                                                   |                   
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                            |                   
|                                                                   |                   
|                                                                   |                   
|INCREASE (DECREASE) IN CASH                                        |                   
|AND CASH EQUIVALENTS                                               |                   
|                                                                   |                   
|CASH AND CASH EQUIVALENTS                                          |                   
|AT BEGINNING OF YEAR                                               |                   
|                                                                   |                   
|                                                                   |                   
|CASH AND CASH EQUIVALENTS                                          |                   
|AT END OF YEAR                                                     |                   
|                                                                   |                   
|                                                                   |                   
|Non-cash investing and financing activities:                       |                   
|Capital lease obligations                                          |                   
|                                                                   |                   
|                                                                   |                   
|CASH PAID DURING THE YEAR FOR:                                     |                   
|Interest, net of amounts capitalized of $135,000 in 2001           |                   
|Income taxes                                                       |                   
|                                                                   |                   

See notes to consolidated financial statements.

---

IMMUCOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

1.    
          NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature
of Business  The Companys principal business activities are the development,
manufacture and marketing of immunological diagnostic medical products. The Company
operates facilities in North America and Europe.

Consolidation
Policy  The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries (see Note 14 of the consolidated financial statements).
All significant inter-company balances and transactions have been eliminated in
consolidation.

Use
of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Reclassifications
 Certain prior year balances have been reclassified to conform to the current year
presentation.

Concentration
of Credit Risk  At May 31, 2003 and 2002 the Companys entire cash balance of
$11,183,317 and $4,012,560, respectively, was on deposit with high quality financial
institutions, located primarily in the U.S. and Italy.

The
Company obtains raw materials from numerous outside suppliers. The Company is not
dependent on any single supplier other than certain instrumentation manufacturers (see
Note 11 of the consolidated financial statements) and the joint manufacturer of some of
the Companys monoclonal antibody-based products. The Company believes that its
business relationships with its suppliers are excellent.

Certain
of the Companys products are derived from blood having particular or rare
combinations of antibodies or antigens that are found in a limited number of individuals.
The Company to date has not experienced any major difficulty in obtaining sufficient
quantities of such blood for use in manufacturing its products, but there can be no
assurance that the Company will always have available to it a sufficient supply of such
blood.

At
May 31, 2003 and 2002, the Companys accounts receivable balance of $25,693,973 and
$27,182,566, respectively, was 60% and 54% of foreign origin, predominantly European. Some
European countries require longer payment terms as a part of doing business. This may
subject the Company to a higher risk of uncollectiblity. Consideration of this risk is
made when the allowance for doubtful accounts is evaluated. The Company generally does not
require collateral from its customers.

Factoring
of accounts receivable is an additional method used by the Company to mitigate the risk of
uncollectibility. When an account is factored, the balance of the account is classified as
an other receivable on the consolidated balance sheet and the factoring fee, which in effect represents a discount on
the related accounts receivable at an effective interest rate of approximately 4%, is charged
against revenues on the consolidated statement of operations.

Cash
and Cash Equivalents The Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash and cash equivalents.

Inventories
 Inventories are stated at the lower of first-in, first-out cost or market. Cost
includes material, labor and manufacturing overhead. The Company uses 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 levels, staffing levels and costs of operation. Actual costs and production
levels may vary from the standard and are charged to the consolidated statement of
operations as a component of cost of sales. Since accounting principles generally accepted
in the United States require that the standard cost approximate actual cost, periodic
adjustments are necessary. No material changes have been made to the inventory
policy during fiscal 2003.

Interest
Rate Swap  The Company uses interest rate swaps to hedge interest rate risk
associated with the cash flows of some of its borrowings. Any differences paid or received
on interest rate swap agreements are recognized as adjustments to interest expense as
incurred, thereby adjusting the effective interest rate on the underlying obligation. The
Company has established strict counter-party credit guidelines and only enters into
transactions with financial institutions of investment grade or better. As a result, the
Company estimates the risk of counter-party default to be minimal. Effective June 1, 2001,
the Company adopted Statement of Financial Accounting Standards (SFAS) No.

---

133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires
the Company to recognize all derivatives on the balance sheet at fair value, based on
dealer quotes. For derivatives designated as hedges, the change in the fair value of the
 derivative will either be offset against the change in the fair value of the
          hedged asset, liability, or firm commitment through earnings or recognized in
          other comprehensive income until the hedged item is recognized in earnings. The
          ineffective portion, as determined by comparing the terms of the interest rate
          swap agreements and their designated debt instruments, of a derivatives
          change in fair value will be immediately recognized in earnings. Prior to the
          adoption of SFAS No. 133, the fair values of the interest rate swaps were not
          recognized in the financial statements. As of May 31, 2003 and 2002, the
          Companys swap balance of $422,677 and $369,492, respectively, was included
          in other liabilities. See Note 3 of the consolidated financial statements.

Fair
Value of Financial Instruments The carrying amounts reported in the consolidated
balance sheets for cash and cash equivalents, accounts receivable, long-term investment
and accounts payable approximate their fair values. The fair values of the Companys
long-term debt approximate the reported amounts in the accompanying consolidated balance
sheets as their interest rates approximate the May 31, 2003 and 2002 market rates for
similar debt instruments.

Property,
Plant and Equipment  Property, plant and equipment is stated at cost less
accumulated depreciation. Expenditures for replacements are capitalized, and the replaced
items are retired. Normal maintenance and repairs are charged to operations. Major
maintenance and repair activities that would significantly enhance the useful life of the
asset would be capitalized. Gains and losses from the sale of plant assets are included in
income. Depreciation is computed using the straight-line method over the estimated lives
of the related assets ranging from three to 30 years. Certain internal and external costs
incurred in the development of computer software for internal use are capitalized and
included in property, plant and equipment in accordance with Statement of Position 98-1,
Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

Excess
of Cost Over Net Assets Acquired  Excess of cost over net assets acquired comprises
the cost of purchased businesses in excess of values assigned to net tangible assets
received, and was being amortized using the straight-line method over 20 to 30 years.
Accumulated amortization at May 31, 2003 and 2002 was $7,463,000 and $6,276,000
respectively. Effective June 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets. Under Statement 142, goodwill and indefinite lived intangible assets
are no longer amortized but are reviewed annually for impairment, or more frequently if
impairment indicators arise. Intangible assets that have finite lives will continue to be
amortized over their useful lives. In fiscal 2001, due to continued operating losses and a
reorganization of the Companys French and Belgian operations, an impairment in value
of the goodwill related to these acquisitions caused a non-cash impact on earnings of
approximately $3.1 million. The Company believes that the carrying value of the remaining
recorded long-lived assets is not impaired.

Long-Term
Investment and Other Long-Lived Assets  The long-term investment, representing an
initial $1.0 million common stock investment in Lionheart Technologies, Inc. acquired in
April 1992, is accounted for using the cost method of accounting. Bio-Tek Instruments,
Inc. (see Note 11 of the consolidated financial statements) is a wholly owned subsidiary
of Lionheart Technologies, Inc.

The
Company evaluates long-lived assets for impairment when events and circumstances indicate
that the assets might be impaired and records an impairment loss if the undiscounted cash
flows estimated to be generated by those assets are less than the carrying amount of those
assets. The impairment loss recognized is equal to the difference between the undiscounted
cash flows and the carrying amount of the assets. In fiscal 2003, the Company evaluated
the carrying value of the long-term investment in Lionheart Technologies and estimated
that the undiscounted cash flow indicated impairment. An impairment loss of $230,000 was
charged to other expense on the consolidated statement of operations. In fiscal 2002, the
Company evaluated the carrying value of the DIAS Plus instruments included in property, plant and equipment and estimated that the
undiscounted cash flow indicated impairment. An impairment loss of approximately $270,000
was charged to depreciation expense on the consolidated statement of operations. The
settlement of the Becton, Dickinson arbitration resulted in impairment in asset value of
approximately $0.8 million related to IMAGN and was netted against the settlement from
Becton, along with $51,000 in instrument financing settlement fees, in other income on the
consolidated statement of operations for fiscal 2002.

Deferred
Costs Deferred licensing costs primarily consist of distribution rights for the
Companys complete line of reagents purchased from its Canadian distributor, Immucor
Canada, Inc., on September 1, 1998, and are being amortized using the straight-line method
over ten years. The remaining balance is attributed to license fees for cell lines
acquired in the purchase of Gamma Biologicals, Inc. (Gamma). Once a product is
developed from a cell line, the related license fee is amortized over the term of the
respective agreement, generally five years. Accumulated amortization related to deferred
licensing costs at May 31, 2003 and 2002 was $1.2 million and $1.0 million, respectively.

---

Costs
and fees associated with the Companys bank line of credit agreements and debt
obligations are included in other assets in the accompanying consolidated balance sheets
and are amortized over the term of the related debt agreements. During fiscal 2002, the
Company incurred $950,000 in deferred financing costs associated with obtaining a waiver
to certain loan covenant violations as of May 31, 2001. Total net deferred loan costs as
of May 31, 2003 and 2002 were approximately $1.2 million and $1.6 million, respectively.
Amortization of these deferred financing costs is included in interest expense in the
consolidated statements of operations. Amortization related to deferred costs totaled
approximately $450,000 and $621,000 for the years ended May 31, 2003 and 2002, respectively.

Foreign
Currency Translation The financial statements of foreign subsidiaries have been
translated into U.S. dollars in accordance with SFAS No. 52, Foreign Currency Translation.
All balance sheet accounts have been translated using the exchange rates in effect at the
balance sheet dates. Income statement amounts have been translated using the average
exchange rates for each year. The gains and losses resulting from the changes in exchange
rates from year to year have been reported separately as a component of comprehensive
income. The effect of foreign currency transaction gains and losses has been recorded in
the accompanying statements of operations. In 2003, 2002, and 2001 the Company recorded
foreign currency transaction gains (losses) of approximately $697,000, $(445,000), and
$(10,000), respectively. For fiscal 2003, the fluctuation of the Euro weighted average
exchange rate increased net sales by approximately $4.2 million. A ten percent change in
the year-to-date weighted average Euro exchange rate would have had the effect of
increasing or decreasing net sales by approximately $2.5 million.

Revenue
Recognition  Revenue from the sale of the Companys reagents is recognized upon
shipment since both title and risk of loss transfers to the customer upon shipment.
Revenue from the sale of the Companys medical instruments is recognized upon
shipment and completion of contractual obligations relating to training and/or
installation based on terms of the related agreements. Revenue from rentals of the
Companys medical instruments is recognized over the life of the rental agreement.
Instrument service revenue normally begins in the second year of service and is billed
separately from instrument revenues. The service revenue is recognized over the
life of the service agreement.

Shipping
and Handling Revenues and Costs The amounts charged to customers for shipping and
handling of orders are classified as revenue and reported in the statement of operations
as net sales as invoiced. The cost of handling customer orders and the cost of shipments
are reported in the operating cost section of the statement of operations as distribution
expense as incurred. The cost of handling customer orders and the cost of shipments were
approximately $6.6 million, $6.3 million and $6.5 million for the years ended May 31,
2003, 2002 and 2001, respectively.

Earnings Per ShareAll earnings per share amounts
reflect the September 2002 three-for-two stock split.

Stock-Based Compensation The Company grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares at the date of the
grant. The Company accounts for stock option grants in accordance with APB Opinion No. 25,
Accounting for Stock Issued to Employees, and accordingly does not recognize compensation
expense for the stock option grants.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123. This
Statement provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on reported
results. The following table illustrates the effect on net income and earnings per share
as if the Company had applied the fair value recognition provisions of SFAS No. 123 to
stock-based employee compensation.

---

|                                         | For the year Ended May 31,
|---------------------------------------- | --------------------------
|
|                                         |                           
|
|Net income (loss) as reported            |                           
|Deduct total stock-based employee        |                           
|compensation expense determined under    |                           
|fair value based methods for all awards, |                           
|net of taxes                             |                           
|                                         |                           
|Pro forma net income (loss)              |                           
|                                         |                           
|Earnings (loss) per share as reported:   |                           
|Per common share                         |                           
|Per common share-assuming dilution       |                           
|Pro forma earnings (loss) per share:     |                           
|Per common share                         |                           
|Per common share-assuming dilution       |                           

Advertising
Costs  The amounts for advertising are expensed as incurred and are classified as
selling and marketing operating expenses. Advertising expense was $0.4 million, $0.3
million, and $0.3 million for the years ended May 31, 2003, 2002 and 2001, respectively.

Impact
of Recently Issued Accounting Standards In June 1998, the Financial Accounting
Standards Board (FASB) issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities(SFAS No. 133). This statement provides a
comprehensive and consistent standard for the recognition and measurement of derivatives
and hedging activities. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activitiesan Amendment to FASB Statement No.
133. This statement amended certain provisions of SFAS No. 133. Accordingly, the Company
adopted SFAS No. 133, as amended by SFAS No. 138, effective the first quarter of fiscal
2002. The cumulative effect of the adoption of SFAS No. 133 on June 1, 2001 resulted in a
comprehensive loss (a component of shareholders equity on the balance sheet) of
approximately $103,000, net of $26,000 in income taxes for fiscal 2002, relating to the
interest rate swap agreements. Since the swap agreement related to the Canadian line of
credit matured in December 2001, an adjustment of approximately $15,000 was made to
comprehensive loss and reclassified to earnings as interest expense in fiscal 2002. Due to
the ineffectiveness of the swap related to the U. S. loan, approximately $20,500 and
$16,000 was reclassified from comprehensive loss to earnings as interest expense for the
years ended May 31, 2003 and 2002, respectively. Approximately $53,000 and $267,000 were
charged directly to interest expense for the years ended May 31, 2003 and 2002,
respectively. The remaining balance of approximately $51,000 will be amortized over the
remaining term of the loan. See Note 3 of the consolidated financial statements.

See
Note 16 of the consolidated financial statements for a discussion of SFAS No. 141,
Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets.

In
June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations
(SFAS No. 143). Statement 143 applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and/or the normal operation of a long-lived asset. For the purposes of
Statement 143, a legal obligation is an obligation that a party is required to settle as a
result of an existing or enacted law, statute, ordinance, or written or oral contract or
that are based on a promise and an expectation of performance. Statement 143 is effective
for financial statements for fiscal years beginning after June 15, 2002. The impact of
adopting the Statement is recognized as a cumulative effect of a change in accounting
principle as of the beginning of a companys fiscal year in which the Statement is
first applied. The Company is in the process of evaluating the impact SFAS No. 143 will
have upon adoption but does not anticipate it will have a significant impact on its
financial position or results of operations.

In
October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets(SFAS No. 144). The Statement supercedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of, however it retains the fundamental provisions of that statement related to
the recognition and measurement of the impairment of long-lived assets to be held
and used. The Statement is effective for year-ends beginning after December 15,
2001. The Company adopted SFAS No. 144 effective June 1, 2002 without impact on its
financial position or results of operations.

---

In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities (SFAS No. 146), which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs
incurred in a restructuring). The provisions of SFAS No. 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. At adoption, SFAS No. 146
did not have a significant impact on the Companys consolidated statements of
operations or financial position.

In
November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees (FIN No. 45). FIN No. 45 requires a
guarantor to recognize, at the inception of a guarantee, a liability for the fair value of
the obligation it has undertaken in issuing the guarantee. The Company will apply FIN No.
45 to guarantees, if any, issued or modified after December 31, 2002. FIN No. 45 also
requires guarantors to disclose certain information for guarantees, including product
warranties, outstanding at the end of interim periods ending after December 15, 2002. At
adoption, FIN No. 45 did not have a significant impact on the Companys consolidated
statements of operations or financial position. The Company does not have any material
warranty obligations or other guarantees as of May 31, 2003.

In
November 2002, the EITF reached a consensus on EITF Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables (EITF 00-21). The Issue addresses certain aspects
of the accounting for arrangements under which a vendor will perform multiple
revenue-generating activities. EITF 00-21 addresses when a revenue arrangement with
multiple deliverables should be divided into separate units of accounting and, if
separation is appropriate, how the arrangement consideration should be allocated to the
identified accounting units. The Company is required to adopt the provisions of EITF 00-21
effective July 1, 2003, and the Company does not expect the adoption of EITF 00-21 to have
a material impact on its financial statements.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123 (SFAS
No. 148). This Statement provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee compensation.
In addition, this Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method used on
reported results. The interim disclosure requirements are effective for financial reports
containing condensed consolidated financial statements for interim periods beginning after
December 15, 2002. The Company adopted the interim disclosure requirements with the period
ended May 31, 2003. See Stock-Based Compensation in Note 1 of the consolidated financial
statements.

In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51 (FIN No.
46). FIN No. 46 requires certain variable interest entities, or VIEs, to be
consolidated by the primary beneficiary of the entity if the equity investors in the
entity do not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN No. 46 is effective for all VIEs
created or acquired after January 31, 2003. For VIEs created or acquired prior to February
1, 2003, the provisions of FIN No. 46 must be applied for the first interim or annual
period beginning after June 15, 2003. The Company does not expect that the adoption of FIN
No. 46 will have a material impact on its financial statements.

In
April 2003, the FASB issued SFAS No. 149, Amendments of Statement 133 on Derivative
Instruments and Hedging Activities(SFAS No. 149). SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments, including certain
instruments embedded in other contracts and for hedging activities under FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable characteristics be accounted for
similarly. In particular, this statement clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative, clarifies when a
derivative contains a financing component, amends the definition of an underlying hedged
risk to conform to language used in FIN No. 45 and amends certain other existing
pronouncements. This statement, the provisions of which are to be applied prospectively,
is effective for contracts entered into or modified after June 30, 2003. The Company does
not expect the adoption of SFAS No. 149 to have a material impact on the Companys
financial condition or results of operations.

---

In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity (SFAS No. 150). SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement of
financial position certain financial instruments with characteristics of both liabilities
and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is
within SFAS No. 150s scope as a liability (or an asset in some circumstances)
because that financial instrument embodies an obligation of the issuer. Many of those
instruments were previously classified as equity. SFAS No. 150 requires an issuer to
classify the following instruments as liabilities (or assets in some circumstances):
mandatorily redeemable financial instruments; obligations to repurchase the issuers
equity shares by transferring assets; and certain obligations to issue a variable number
of its equity shares. SFAS No. 150 is effective for all financial instruments entered into
or modified after May 31, 2003, and otherwise shall be effective at the beginning of the
first interim period beginning after June 15, 2003. The Company does not expect SFAS No.
150 to have a material effect on its consolidated financial statements.

2.    BALANCE SHEET DETAIL

|                                              | May 31,
|--------------------------------------------- | -------
|
|Inventories:                                  |        
|Raw materials and supplies                    |        
|Work in process                               |        
|Finished goods and goods purchased for resale |        
|                                              |        
|                                              |        
|                                              |        
|Property, plant and equipment:                |        
|Land                                          |        
|Buildings and improvements                    |        
|Leasehold improvements                        |        
|Furniture and fixtures                        |        
|Machinery and equipment                       |        
|                                              |        
|                                              |        
|Less accumulated depreciation                 |        
|                                              |        
|Property, plant and equipment - net           |        
|                                              |        
|Assets under capital lease:                   |        
|Furniture and fixtures                        |        
|Machinery and equipment                       |        
|                                              |        
|                                              |        
|Less accumulated depreciation                 |        
|                                              |        
|Assets under capital lease - net              |        
|                                              |        
|Property, plant and equipment - net           |        
|                                              |        

---

3.    
          BANK LINE OF CREDIT AGREEMENTS AND DEBT OBLIGATIONS

|                                                                                                                                                                                            | May 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|
|
|Primary Obligations                                                                                                                                                                         |        
|Term Loan A (Acquisition term note) (interest rates ranging from     LIBOR plus 2.0% to LIBOR plus 2.75% maturing December 2005)                                                            |        
|Term Loan B (Additional term loan) (interest rate ranging from     LIBOR plus 2.5% to LIBOR plus 3.25% maturing December 2005)                                                              |        
|Revolving Line of credit (Master note) (interest rate ranging from      LIBOR plus 2.00% to LIBOR plus 2.75% maturing December 2005)                                                        |        
|CAD Term Loan (Third  additional  term loan)  (interest rate ranging     from LIBOR plus 2.0% to LIBOR plus 3.25% maturing September 2002)                                                  |        
|Revolving  line of  credit -  Canadian  subsidiary  (denominated  in     Canadian  dollars with  interest rate ranging from LIBOR plus 2.0%     to LIBOR plus 3.25% maturing December 2005) |        
|Line of credit - German subsidiary (denominated  in Deutsche Marks     at an  interest  rate  ranging  from LIBOR plus 2.0% to LIBOR plus     3.25% maturing December 2005)                 |        
|Secondary Obligations                                                                                                                                                                       |        
|Lines of credit - Italian subsidiary (denominated in Lira with     interest  rates  ranging from 7.25% to 9.25%  maturing in February 2003)                                                 |        
|Line of  credit -  Spanish  subsidiary (denominated in Euros at an     interest rate of 4.25% maturing in March 2004)                                                                       |        
|Line of credit - Spanish subsidiary (denominated in Pesetas at an     interest rate of 5.0% maturing in December 2004)                                                                      |        
|Mortgage note payable - Belgian  subsidiary  (denominated in Belgian     Francs at an interest rate of 6.25% maturing in November 2007)                                                     |        
|Line of credit - Belgian subsidiary (denominated in Belgian Francs with      interest rates ranging from 5.5% to 6.0% maturing in November 2007)                                            |        
|                                                                                                                                                                                            |        
|                                                                                                                                                                                            |        
|Less current portion                                                                                                                                                                        |        
|                                                                                                                                                                                            |        
|                                                                                                                                                                                            |        
|                                                                                                                                                                                            |        

Primary
Obligations

> In
> July 2002, the terms of the Companys existing bank indebtedness was amended.
> Borrowings under the senior credit facility will be priced subject to a pricing grid that
> varies based upon the Companys Funded Debt to EBITDA, as defined in the senior
> credit facility. The senior credit facility contains certain financial and other
> covenants, which, among other things, limit annual capital expenditures, prevent payment
> of cash dividends or the repurchase of stock, limit the incurrence of additional debt, and
> require the maintenance of certain financial ratios. The facility is secured by
> substantially all of the Companys assets.

> At
> May 31, 2003, there was $7.0 million in funds available under the U.S. line of credit, $2.3
> million available under the Canadian line of credit and $3.2 million in funds available under
> the German line of credit. The commitment fee on the unused borrowings is 0.125%. The
> Company guarantees the Canadian revolving line of credit and German line of credit. The
> Company also guarantees the interest rate swap agreement.

> During
> fiscal 2003, the Company paid $3.0 million on Term Loan A, paid off the revolving line of
> credit of $4.5 million, retired the Canadian term loan of $0.6 million and retired the
> German line of credit amounting to $2.6 million. The Company drew $1.0 million on the U.S.
> revolving line of credit to pay off the German line of credit in December 2002. The $1.0
> million was paid off in May 2003.

---

> At
> the inception of the original acquisition Term Loan A in October 1998, the Company entered
> into an interest rate swap agreement with an effective date of December 1, 1998, for a
> notional amount of $15,000,000, which amortizes over the life of the instrument, also
> maturing December 2005. This transaction effectively converted Term Loan As floating
> rate to a fixed rate of 5.33% on a portion of the principal balance of $15,000,000 at
> inception. The fair value of the interest rate swap agreement was $(422,677) at May 31,
> 2003. The fair value of the interest rate swap agreement represents the estimated receipts
> or payments that would be made to terminate the agreement and is included with other
> long-term liabilities on the balance sheets. At the inception of the original Canadian
> revolving line of credit in December 1996, the Company simultaneously entered into an
> interest rate swap agreement with a notional amount of $2,338,166 ($3,500,000 CDN$). This
> transaction effectively converted the revolvers floating rate to a fixed rate of
> 6.6375% on the principal balance of $2,338,166. The Canadian swap agreement matured in
> December 2001. Effective June 1, 2001, the Company adopted SFAS No. 133. The cumulative
> effect of the adoption of SFAS No. 133 resulted in a comprehensive loss for fiscal 2002 (a
> component of Shareholders Equity on the balance sheet) of approximately $103,000,
> net of $26,000 in income taxes, relating to the interest rate swap agreements. Since the
> swap agreement related to the Canadian line of credit matured in December 2001, an
> adjustment of approximately $15,000 was made to comprehensive loss and reclassified to
> earnings as interest expense in fiscal 2002. Due to the ineffectiveness of the swap
> related to the U. S. loan, approximately $20,500 and $16,000 was reclassified from
> comprehensive loss to earnings as interest expense for the years ended May 31, 2003 and
> 2002, respectively, and approximately $53,000 and $267,000 was charged directly to
> interest expense for the years ended May 31, 2003 and 2002, respectively. The remaining
> balance of approximately $51,000 will be amortized over the remaining term of the loan.

Secondary
Obligations

> During
> fiscal 2003, the Companys Italian subsidiary retired its outstanding obligations of
> $465,000 under line of credit agreements denominated in Lira with three Italian banks. At
> May 31, 2003, this subsidiary had an available borrowing capacity of $940,000 available
> under these line of credit agreements. At May 31, 2003, the Company had no funds available
> under the Spanish line of credit agreements.

> Upon
> the acquisition of Medichim, the Company assumed a mortgage note that is collateralized by
> a first lien on Medichims land and building. The approximate carrying value of the
> land and building is $439,000. Medichim also has $666,667 in line of credit agreements
> denominated in Belgian Francs with one Belgian bank. These credit lines are guaranteed by
> the Company. At May 31, 2003, the Company had $666,667 available under these line of
> credit agreements.

Aggregate
maturities of all long-term obligations for each of the next five years and thereafter are
as follows:

| |                     | 
| | ------------------- | 
| | Year Ending May 31: | 
| | 2004                | 
| | 2005                | 
| | 2006                | 
| | 2007                | 
| | 2008                | 
| | Thereafter          | 
| |                     | 
| |                     | 
| |                     | 

---

4.    CAPITAL LEASE OBLIGATIONS

|                                                                                                                                                                                                                               | May 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------
|
|
|Manufacturing equipment, bearing interest at rates ranging from 5.46% to 9.89%      and with maturities ranging from April 2003 to September 2005                                                                              |        
|Enterprise resource planning (ERP)computer system and related equipment,      bearing interest at rates ranging from 2.21% to 8.23% and with maturities      ranging from January 2003 to December 2005                        |        
|Office furniture and build-outs for facility expansion, bearing interest at rates      ranging from 5.6% to 7.63% and with maturities ranging from January 2003      to December 2004                                          |        
|Office  equipment, bearing interest at rates ranging from 4.54% to 10.5% and with      maturities ranging from December 2003 to December 2005                                                                                  |        
|Instruments and computer equipment - Belgian subsidiary, denominated in     Belgian  Francs  bearing  interest  at rates  ranging  from  5.03% to 10.29% and      with maturity dates ranging from November 2002 to April 2004 |        
|Instruments at customer sites - German subsidiary, bearing interest at 2.2% and      with maturity dates ranging from April 2005 to October 2005                                                                               |        
|Computer equipment and leasehold improvements--Spanish subsidiary, bearing      interest at 5.25% and maturing in November 2004                                                                                                |        
|Instruments  at  customer sites - Italian subsidiary, bearing interest rates ranging    from 2.5% - 2.75% and with maturities ranging from July 2004 to April 2006                                                             |        
|                                                                                                                                                                                                                               |        
|                                                                                                                                                                                                                               |        
|Less current portion                                                                                                                                                                                                           |        
|                                                                                                                                                                                                                               |        
|                                                                                                                                                                                                                               |        
|                                                                                                                                                                                                                               |        

> All
> of the above capital lease obligations are collateralized by the indicated assets.
> Amortization on related assets is included in depreciation expense.

Aggregate
maturities of capital leases for each of the next five years and thereafter are as
follows:

| |                     | 
| | ------------------- | 
| | Year Ending May 31: | 
| | 2004                | 
| | 2005                | 
| | 2006                | 
| | 2007                | 
| | 2008                | 
| |                     | 
| |                     | 
| |                     | 

Total
imputed interest to be paid out under existing capital leases as of May 31, 2003 is
$102,702.

5.    
          COMMON STOCK

Immucor distributed a three-for-two stock split,
effected in the form of a 50% stock dividend, on September 13, 2002 to shareholders of record on August 26, 2002, which resulted in the issuance
of 4,128,630 shares of common stock and a corresponding decrease of $412,683 in retained earnings.  All historical earnings per share amounts
and reference to common stock share activity in the notes to the consolidated financial statements have been restated to reflect the three-for-two stock split.

---

At
May 31, 2003, the following shares of common stock are reserved for future issuance:

| |                                                | 
| | ---------------------------------------------- | 
| | Common stock options - directors and employees | 
| | Common stock warrants - other                  | 
| |                                                | 
| |                                                | 
| |                                                | 

> In
> connection with the acquisition of Medichim, S.A. and Immunochim, s.a.r.l., the Company
> issued to the seller an option to acquire, in whole or in part, 150,000 shares of Immucor
> stock at $5.959 per share in a transaction exempt under Section 4(2) of the Securities
> Act. The 150,000 options became exercisable at the rate of 33% per year commencing March
> 2001, expire in fiscal year 2010, and were valued at $310,000 at the date of the
> acquisition and included in goodwill. During June 2002, all 150,000 options were fully
> exercised.

> As
> part of the acquisition of Dominion Biologicals, Limited, in December 1996, the Company
> issued to the sellers five- and ten-year warrants to acquire, in whole or in part, 717,625
> and 225,000 shares of Immucor stock at $8.00 and $7.99 per share, respectively. These
> warrants became exercisable one year after the issuance date, with the five-year warrants
> expiring in December 2001 unexercised and the ten-year warrants expiring in 2006. Immucor
> filed a registration statement on Form S-3 in May 1999 with the Securities and Exchange
> Commission covering the issuance of the shares to be issued upon exercise of these
> warrants. As of May 31, 2003, 215,000 of the ten-year warrants had been exercised and
> 10,000 were outstanding.

> The
> Company has a Shareholders Rights Plan under which one common stock purchase right
> is presently attached to and trades with each outstanding share of the Companys
> common stock. The rights become exercisable and transferable apart from the common stock
> ten days after a person or group, without the Companys consent, acquires beneficial
> ownership of, or the right to obtain beneficial ownership of, 15% or more of the
> Companys common stock or announces or commences a tender offer or exchange offer
> that could result in at least 15% ownership. If a person or a group acquires at least 15%
> ownership, except in a transaction approved by the Company under the rights plan, then
> each right not owned by the acquirer or related parties will entitle its holder to
> purchase, at the rights exercise price, common stock or common stock equivalents
> having a market value immediately prior to the triggering of the right of twice that
> exercise price. In addition, after an acquirer obtains at least 15% ownership, if the
> Company is involved in certain mergers, business combinations, or asset sales, each right
> not owned by the acquirer or related persons will entitle its holder to purchase, at the
> rights exercise price, shares of common stock of the other party to the transaction
> having a market value immediately prior to the triggering of the right of twice that
> exercise price. Once exercisable, each right entitles the holder to purchase 1.5 shares of
> the Companys common stock at an exercise price of $45, subject to adjustment to
> prevent dilution. The rights have no voting power and, until exercised, no dilutive effect
> on net income per common share. The rights expire on April 20, 2009, and in most cases are
> redeemable at the discretion of the Board of Directors at $0.01 each. All reservations of
> shares of common stock for purposes other than the rights plan shall take precedence and
> be superior to any reservation of shares in connection with or under the rights plan.

> In
> fiscal 1998, the Company authorized a program to repurchase up to 10% of its common stock
> in the open market. During fiscal 2001 and 2000, the Company repurchased 184,501 and
> 415,500 shares (pre-split) of its common stock for approximately $1.5 and $3.5 million, respectively.
> The Company is restricted from the repurchase of additional shares under debt covenants of
> the current loan agreement.

6.    
          STOCK OPTIONS

> All references to historical awards, outstanding awards and availability of shares for future grants
> under Immucor's stock plans, as described below, and related prices per share have been restated, for comparability purposes, to reflect the three-for-two
> stock split distributed in September 2002.

> The
> Company has various stock option plans that authorize the Companys Compensation
> Committee to grant employees, officers and directors options to purchase shares of the
> Companys common stock. Exercise prices of stock options are determined by the
> Compensation Committee and have generally been the fair market value at the date of the
> grant.

---

> The
> Companys 1990 Non-Incentive Stock Option Plan authorizes the grant of options to
> employees, officers and directors for up to 1,125,000 shares of the Companys common
> stock. All options have 10-year terms and vest and become fully exercisable 50% at the end
> of two years, 25% at the end of three years, and 25% at the end of four years of continued
> employment.

> The
> Companys 1995 Non-Incentive Stock Option Plan authorizes the grant of options to
> employees, officers and directors for up to 1,500,000 shares of the Companys common
> stock. All options have 10-year terms and vest and become fully exercisable 50% at the end
> of two years, 25% at the end of three years, and 25% at the end of four years of continued
> employment.

> The
> Companys 1998 Non-Incentive Stock Option Plan authorizes the grant of options to
> employees, officers and directors for up to 1,500,000 shares of the Companys common
> stock. All options have 10-year terms and vest and become fully exercisable 50% at the end
> of two years, 25% at the end of three years, and 25% at the end of four years of continued
> employment.

> The
> Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for
> Stock Issued to Employees, (APB 25) and related Interpretations in accounting
> for its employee stock options because the alternative fair value accounting provided for
> under SFAS No. 123, Accounting for Stock-Based Compensation, requires use of option
> valuation models that were not developed for use in valuing employee stock options. Under
> APB 25, because the exercise price of the Companys employee stock options equals the
> market price of the underlying stock on the date of grant, no compensation expense is recognized.

> Pro
> forma information regarding net income and earnings per share is required by SFAS No. 123,
> which also requires that the information be determined as if the Company has accounted for
> its employee stock options granted subsequent to June 1, 1995 under the fair value method
> of that Statement. For purposes of pro forma disclosures, the estimated fair value of the
> options is amortized to expense over the options vesting periods. The fair value for
> these options was estimated at the date of grant using a Black-Scholes option-pricing
> model with the following weighted average assumptions:

| |                         | 2003 | 2002 | 2001
| | ----------------------- | ---- | ---- | ----
| | Risk-free interest rate |      | 3    | .93%
| | Expected life (years)   |      | 8    | .0  
| | Expected volatility     |      | 71   | .4% 
| | Expected dividend yield |      | 0    | .0% 

> The
> Black-Scholes option valuation model was developed for use in estimating the fair value of
> traded options that have no vesting restrictions and are fully transferable. In addition,
> option valuation models require the input of highly subjective assumptions, including the
> expected stock price volatility. Because Immucors employee stock options have
> characteristics significantly different from those of traded options, and because changes
> in the subjective input assumptions can materially affect the fair value estimates, in
> managements opinion, the existing models do not necessarily provide a reliable
> single measure of the fair value of its employee stock options. See Note 1 of the
> consolidated financial statements for pro forma presentation.

> The Company is authorized to issue up to 2,901,413 shares of its Common Stock under various
> employee and director stock option arrangements. These arrangements include employee
> incentive plans discussed above and various voluntary salary reduction plans. Options
> granted under these plans become exercisable at various times and, unless exercised,
> expire at various dates through fiscal 2013. Transactions involving these stock option
> arrangements are summarized as follows:

---

|                            |  |            | Weighted |                   | 
|--------------------------- |  | ---------- | -------- | ----------------- | 
|
|
|
|Outstanding at May 31, 2000 |  | 3,141,887  |          | $3.600  -- 10.250 | 
|Granted                     |  | 151,500    |          | $1.700  --  3.750 | 
|Expired                     |  | (739,950   | )        | $5.220  --  6.220 | 
|Forfeited                   |  | (255,624   | )        | $2.500  -- 10.250 | 
|                            |  |            |          |                  
|Outstanding at May 31, 2001 |  | 2,297,813  |          | $1.700  -- 10.250 | 
|Granted                     |  | 1,077,000  |          | $1.790  -- 11.280 | 
|Exercised                   |  | (579,215   | )        | $4.000  --  9.670 | 
|Forfeited                   |  | (81,921    | )        | $1.790  --  9.670 | 
|                            |  |            |          |                  
|Outstanding at May 31, 2002 |  | 2,713,677  |          | $1.700  -- 11.280 | 
|Granted                     |  | 79,750     |          | $12.570 -- 22.280 | 
|Exercised                   |  | (1,003,360 | )        | $2.000  --  9.670 | 
|Forfeited                   |  | (27,260    | )        | $1.870  --  8.250 | 
|                            |  |            |          |                  
|Outstanding at May 31, 2003 |  | 1,762,807  |          | $1.700  --  22.28 | 
|                            |  |            |          |                  

> At
> May 31, 2003, 2002 and 2001, options for 549,220, 1,270,538 and 1,489,725 shares of common
> stock, respectively, were exercisable, at weighted average exercise prices of $6.01, $5.44
> and $5.15, respectively. At May 31, 2003, 1,138,606 shares of Common Stock were available
> for future grants. The weighted average grant date fair value of options granted during
> fiscal 2003, 2002 and 2001 were $11.94, $4.31 and $2.51, respectively.

> The
> following table as of May 31, 2003 sets forth by group of exercise price ranges, the
> number of shares, weighted average exercise prices and weighted average remaining
> contractual lives of options outstanding, and the number and weighted average exercise
> prices of options currently exercisable.

|    | Options Outstanding |     | Options Exercisable |          
|--- | ------------------- | --- | ------------------- | ---------
|
|
|
|
|$ 1 | .70                 | $ 4 | .00                 | 272,250  
|4   | .01                 | 6   | .00                 | 949,905  
|6   | .01                 | 10  | .00                 | 442,902  
|10  | .01                 | 22  | .28                 | 97,750   
|    |                     |     |                     |          
|    |                     |     |                     | 1,762,807
|    |                     |     |                     |          

7.    
          EARNINGS PER SHARE

> The
> following table sets forth the computation of earnings (loss) per common share and common
> share  assuming dilution in accordance with SFAS No. 128, Earnings per Share. The
> Company implemented a three-for-two stock split on September 13, 2002 to shareholders of
> record as of the close of business on August 26, 2002. The split was effected in the form
> of a 50% stock dividend. All share and per share amounts disclosed in this document have
> been restated to reflect this stock split.

---

|                                                       | For the year Ended May 31,
|------------------------------------------------------ | --------------------------
|
|                                                       |                           
|
|
|Numerator for basic and diluted earnings per share:    |                           
|Net income (loss)                                      |                           
|                                                       |                           
|Denominator:                                           |                           
|For basic earnings per share - weighted average shares |                           
|Effect of dilutive stock options and warrants          |                           
|                                                       |                           
|Denominator for diluted earnings per share -           |                           
|Adjusted weighted-average shares                       |                           
|                                                       |                           
|Earnings (loss) per common share                       |                           
|                                                       |                           
|Earnings (loss) per common share - assuming dilution   |                           
|                                                       |                           

> The
> effect of 5,000 out-of-the-money options and warrants were excluded from the above
> calculation as inclusion of these securities would be antidilutive for the year ended May
> 31, 2003. The effect of dilutive stock options and warrants was not presented for the year
> ended May 31, 2001, as the Company incurred a net loss during this period and inclusion of
> these securities would be antidilutive.

8.    
          COMMITMENTS AND CONTINGENCIES

Lease
Commitments

> The
> Company leases domestic office and warehouse facilities under an operating lease agreement
> expiring in 2007 with a right to renew for an additional five years. The Company leases
> foreign office and warehouse facilities and automobiles under operating lease agreements
> expiring at various dates through 2009. Total rental expense, principally for office and
> warehouse space, was $1,156,000 in fiscal 2003, $1,154,000 in fiscal 2002 and $920,600 in
> fiscal 2001.

> In
> Germany, the office facility is leased from a company owned by the family of a former
> officer. Rental payments under this lease were $170,000, $159,000 and $165,000 for fiscal
> 2003, 2002 and 2001, respectively, and are believed to be at fair market value.

> The
> following is a schedule of approximate future annual lease payments under all operating
> leases that have initial or remaining non-cancelable lease terms in excess of one year as
> of May 31, 2003:

| |                     | 
| | ------------------- | 
| | Year Ending May 31: | 
| | 2004                | 
| | 2005                | 
| | 2006                | 
| | 2007                | 
| | 2008                | 
| | Thereafter          | 
| |                     | 
| |                     | 
| |                     | 

The
Company may, at its option, extend its office and warehouse facilities lease terms through
various dates.

---

Other
Commitments

> In
> March 2003, Immucor, Inc signed a development agreement for the production of human
> collagen mesh with Inamed Corporation (Nasdaq: IMDC). Under terms of the agreement, Gamma
> Biologicals, Inc., Houston, Texas, a wholly-owned subsidiary of Immucor, will optimize the
> manufacturing process for the production of a human collagen raw material for Inamed.
> During the pendency of the development project, Inamed will continue to source its raw
> material needs from its current suppliers. The Company expects to spend
> approximately $0.5 million to facilitate this project.

> In
> April 2003, Immucor, Inc. and Bio-Tek Instruments Inc., the manufacturer of Immucors
> ABS2000 fully automated blood bank instrument, announced the signing of an agreement with
> the University of Vermont to commercialize an in-vitro diagnostic test to measure platelet
> markers useful in anti-platelet pharmacological drug development and potentially to
> improve real-time treatment of cardiovascular disease. The assay will be useful in
> determining the risk associated with increased platelet activity (thrombotic occlusion of
> vessels, which can lead to a myocardial infarct) and decreased reactivity (excess
> bleeding) and for the prediction of coronary artery and cerebrovascular disease in
> patients without a previous disease history. The Company expects to spend approximately
> $200,000 in fiscal 2004 to facilitate this project.

> In
> order to satisfy the broad spectrum of customers operational and financial criteria,
> the Company offers several instrument procurement options, including third-party financing
> leases, direct sales and reagent rentals. In connection with certain third party financing
> leases of the Companys automated systems, the third party lessors customers
> are committed to purchasing reagent products exclusively from the Company. If the Company
> is unable to supply such products, this could represent a breach of the Companys
> agreement with the third party financing company. See additional commitments in Note 11 of
> the consolidated financial statements.

Contingencies

> From
> time to time, the Company is involved in certain legal proceedings and claims which arise
> in the normal course of business, none of which, in the opinion of management and its
> counsel, are expected to have a material adverse effect on the Companys consolidated
> operations or financial position.

9.    
          INCOME TAXES

Sources
of income (loss) before income taxes are summarized below:

|                    | For the year Ended May 31,
|------------------- | --------------------------
|
|                    |                           
|
|Domestic Operations |                           
|Foreign Operations  |                           
|                    |                           
|Total               |                           
|                    |                           

---

The
provision for income taxes is summarized as follows:

|             | For the year Ended May 31,
|------------ | --------------------------
|
|             |                           
|
|Current:     |                           
|Federal      |                           
|Foreign      |                           
|State        |                           
|             |                           
|             |                           
|             |                           
|Deferred:    |                           
|Federal      |                           
|Foreign      |                           
|State        |                           
|             |                           
|             |                           
|             |                           
|Income taxes |                           
|             |                           

> Deferred
> income taxes reflect the net tax effects of: (a) temporary differences between the
> carrying amounts of assets and liabilities for financial reporting purposes and income tax
> purposes; and (b) operating loss carry-forwards. Valuation allowances are established when
> necessary to reduce deferred tax assets to the amounts expected to be realized. The
> Companys Spanish subsidiary had net operating loss carry-forwards for income tax
> purposes of approximately $430,500, which expire in 2004. The Companys German subsidiary had net
> operating loss carry-forwards for income tax purposes of approximately $770,500, which do not expire.
> The Companys Belgian, German and Spanish subsidiaries had net operating loss carry-forwards for income tax
> purposes of approximately $4.3 million, $0.3 million and $0.2 million, respectively, that were recognized in the current fiscal
> year. Based on an assessment of all available evidence including, but not limited to, the
> operating history and lack of profitability of certain subsidiaries, the Company is
> uncertain as to the ability to realize certain of their foreign net operating loss
> carry-forwards and tax credits and, as a result, a deferred tax valuation allowance has
> been recorded against these deferred tax assets. The tax effects of significant items
> comprising the Companys net deferred tax liability at May 31, 2003 and 2002 are as
> follows:

|                                   | May 31,
|---------------------------------- | -------
|
|
|
|Deferred tax liabilities:          |        
|Amortization                       |        
|Depreciation                       |        
|Other                              |        
|Deferred tax assets:               |        
|Reserves not currently deductible  |        
|Operating loss carry-forwards      |        
|Uniform capitalization             |        
|                                   |        
|                                   |        
|Valuation allowance                |        
|                                   |        
|Net deferred tax asset (liability) |        
|                                   |        

---

The
Companys effective tax rate differs from the federal statutory rate as follows:

|                                                                        | For the year Ended May 31,
|----------------------------------------------------------------------- | --------------------------
|
|                                                                        |                           
|
|Federal statutory tax rate                                              |                           
|State income taxes, net of federal tax benefit                          |                           
|Foreign sales corporation commissions/extraterritorial income exclusion |                           
|Difference in effective income tax rates of other countries             |                           
|Excess of cost over tangible assets acquired - net                      |                           
|Change in deferred tax valuation allowance                              |                           
|Income from Spanish subsidiary                                          |                           
|Other                                                                   |                           
|                                                                        |                           
|                                                                        |                           
|                                                                        |                           

> As
> a result of utilizing compensation cost deductions arising from the exercise of
> nonqualified employee stock options for federal and state income tax purposes, the Company
> realized income tax benefits of $3,431,181, $596,953, and $0 in fiscal 2003, 2002 and
> 2001, respectively. These income tax benefits are
> recognized in the accompanying financial statements as additions to additional paid-in
> capital rather than as reductions of the respective income tax provisions because the
> related compensation deductions are not recognized as compensation expense for financial
> reporting purposes.

10.    
          TECHNOLOGY RIGHTS

> In
> March 1983, the Company acquired rights to technology to be used in developing diagnostic
> testing products. In connection with this acquisition, the Company has agreed to pay to
> the Blood Center of Greater Kansas City royalties equal to 4% of the net sales through
> August 26, 2006 from products utilizing the technology. Royalties under this agreement
> amounted to approximately $463,000, $472,800 and $435,200 in fiscal 2003, 2002 and 2001,
> respectively.

11.    
          INSTRUMENT DEVELOPMENT AND MANUFACTURING AGREEMENTS

> The
> Company contracted with Bio-Tek Instruments, Inc. for the development of a fully
> automated, walk-away, blood bank analyzer. Known as the ABS2000, the analyzer
> utilizes the Companys patented Capture® technology and is being marketed in
> Europe and the United States to hospital transfusion laboratories for patient testing.
> Under the terms of the 15-year agreement, the Company reimburses Bio-Tek Instruments, Inc.
> for its development costs, and the Company is granted worldwide marketing rights to sell
> the instrument for use in the human clinical diagnostic market for testing of human blood
> or blood components with centrifugation. Bio-Tek Instruments, Inc. may sell the product in
> other markets paying the Company up to a 4% royalty of the selling price. To date, Bio-Tek
> has not exercised this option. To maintain the exclusive worldwide marketing rights the
> Company was required to purchase 250 instruments over a six-year period beginning with the
> delivery of the first production instrument that occurred in fiscal 1997. The Company did
> not meet this requirement but does not view the loss of exclusivity as detrimental due to
> the fact that the ABS2000 is designed to work solely with the Companys proprietary
> reagents. On July 31, 2002, the Company entered into a $3.3 million instrument purchasing
> agreement with Bio-Tek for developmental work and fifty ABS 2000 instruments. As of May
> 31, 2003, fourteen of these instruments have been purchased. The outstanding commitment
> amounts to approximately $1.8 million.

> On
> September 1, 1999, the Company entered into a manufacturing and development agreement with
> Stratec Biomedical AG (Stratec), headquartered in Germany. Under the agreement, Stratec has developed and is manufacturing a fully automated analyzer known as
> the Galileo which has been initially targeted to the European community utilizing the
> Companys Capture® technology. The instrument is marketed exclusively by Immucor
> subsidiaries and distributors to hospital transfusion laboratories and blood donor

---

> centers
> for patient and donor blood typing and antibody screening and identification. In order to
> maintain exclusive European distribution rights the Company must purchase 250 instruments
> over the five-year initial term of the agreement, once shipment of production instruments commenced. If the Company purchases less than 250
> instruments over the period it will be allowed to negotiate a good faith extension. The
> Company believes it will purchase the required number of instruments to maintain
> exclusivity. The Company placed the first 60 instruments during fiscal 2003. The Company expects to
> install 75 instruments in Europe during fiscal 2004 through outright sales and reagent
> rental agreements. The Company anticipates completing U.S. clinical trials on the Galileo and submitting
> its 510(k) to the FDA in early fiscal 2004. The Company expects the approval time will
> range between 60 days and 18 months, however, there is no assurance that the Company will
> obtain approval within that time frame or at all.

> In
> fiscal 2003, 2002 and 2001, the Company incurred and expensed approximately $388,000,
> $625,000 and $680,000, respectively, in instrument research and development costs.

12.    
          RETIREMENT PLAN

> The
> Company maintains a 401(k) retirement plan covering its domestic employees who meet
> certain age and length of service requirements, as defined in the Plan document. The
> Company matches a portion of employee contributions to the plan. During the years ended
> May 31, 2003, 2002 and 2001, the Companys matching contributions to the plan were
> approximately $225,000, $180,000 and $284,000, respectively. Vesting in the Companys
> matching contributions is based on years of continuous service.

13.    QUARTERLY FINANCIAL DATA (UNAUDITED)

(In thousands, except per share amounts)

|               |  |         |  |          | Earnings | Earnings Per | 
|-------------- |  | ------- |  | -------- | -------- | ------------ | 
|
|
|FISCAL 2003    |  |         |  |          |          |              | 
|First Quarter  |  | $23,215 |  | $13,349  |          | $  5,626     | 
|Second Quarter |  | 23,675  |  | 13,650   |          | 5,611        | 
|Third Quarter  |  | 25,089  |  | 14,406   |          | 5,921        | 
|Fourth Quarter |  | 26,328  |  | 14,112   |          | 5,146        | 
|               |  |        
|               |  | $98,307 |  | $55,517  |          | $22,304      | 
|               |  |        
|FISCAL 2002    | 
|First Quarter  |  | $18,640 |  | $  9,262 |          | $  1,955     | 
|Second Quarter |  | 20,918  |  | 11,825   |          | 3,748        | 
|Third Quarter  |  | 21,125  |  | 11,926   |          | 3,910        | 
|Fourth Quarter |  | 23,461  |  | 13,654   |          | 5,428        | 
|               |  |        
|               |  | $84,144 |  | $46,667  |          | $15,041      | 
|               |  |        

(1)
                          
                     includes $1.8 million of income, net of $0.8 million of asset impairment costs
                    from Becton, Dickinson arbitration settlement. (2)        includes $0.4 million of
                    income from disgorgement of short-swing trading profits by the Kairos Group.

---

14.    
          DOMESTIC AND FOREIGN OPERATIONS

Information
concerning the Companys domestic and foreign operations is summarized below (in
000s):

|                               | Year Ended May 31, 2003
|------------------------------ | -----------------------
|
|                               |                        
|Net reagent sales:             |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|Net instrument sales:          |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|                               |                        
|Total                          |                        
|Depreciation                   |                        
|Amortization                   |                        
|Income(loss)from operations    |                        
|Interest expense               |                        
|Interest income                |                        
|Income tax(benefit)expense     |                        
|Capital expenditures           |                        
|Long-lived assets              |                        
|Identifiable assets            |                        
|Net assets                     |                        
|                              
|
|
|                               |                        
|Net reagent sales:             |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|Net instrument sales:          |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|                               |                        
|Total                          |                        
|Depreciation                   |                        
|Amortization                   |                        
|Income(loss)from operations    |                        
|Interest expense               |                        
|Interest income                |                        
|Income tax expense(benefit)    |                        
|Capital expenditures           |                        
|Long-lived assets              |                        
|Identifiable assets            |                        
|Net assets                     |                        
|                              
|
|                               |                        
|Net reagent sales:             |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|Net instrument sales:          |                        
|Unaffiliated customers         |                        
|Affiliates                     |                        
|                               |                        
|Total                          |                        
|Depreciation                   |                        
|Amortization                   |                        
|Loss on impairment of goodwill |                        
|(Loss)income from operations   |                        
|Interest expense               |                        
|Interest income                |                        
|Income tax(benefit)expense     |                        
|Capital expenditures           |                        

Note 1: Information relating to
Spain, Portugal, France, and Belgium is included in Other. Note 2: Revenue is
allocated by geographic area based on the subsidiary with which the sale originates.

---

> During
> the years ended May 31, 2003, 2002 and 2001, the Companys U.S. operations made net
> export sales to unaffiliated customers of approximately $4,842,000, $5,289,000, and
> $5,782,000, respectively. The Companys German operations made net export sales to
> unaffiliated customers of $3,089,000, $2,301,000 and $1,093,000 for the years ended May
> 31, 2003, 2002, and 2001, respectively. The Companys Canadian operations made net
> export sales to unaffiliated customers of $2,152,000, $2,102,000 and $2,361,000 for the
> years ending May 31, 2003, 2002, and 2001, respectively. Product sales to affiliates are
> valued at market prices.

15.    
          COMPREHENSIVE INCOME (LOSS)

The
components of comprehensive income (loss) for the periods ended May 31, 2003, 2002 and
2001 are as follows:

|                                            | Balance | Activity     | Activity | Activity    | Balance
|------------------------------------------- | ------- | ------------ | -------- | ----------- | -------
|
|Retained earnings/net income (loss)         |         | $ 28,310,741 |          | $(8,049,113 | )      
|Three-for-two stock split                   |         | --           |          | --          |        
|Net foreign currency translation            |         | (4,986,959   | )        | (1,598,853  | )      
|Cumulative  effect of the adoption of SFAS  |        
|No.133 on June 1, 2001, net of taxes        |         | --           |          | --          |        
|Hedge loss reclassified to interest expense |         | --           |          | --          |        
|                                            |         |             
|Comprehensive income (loss)                 |         | $ 23,323,782 |          | $(9,647,966 | )      
|                                            |         |             

> As
> a result of the adoption of SFAS No. 133 on June 1, 2001, the Company recorded an income
> tax benefit of $26,220 in fiscal 2002. This income tax benefit was recognized, netted
> against the cumulative effect, in the accompanying financial statements as a component of
> comprehensive income. See Note 3 of the consolidated financial statements. The remaining balance of cumulative unrecognized hedging
> losses as of May 31, 2003 was approximately $51,000 and will be reclassified into earnings at approximately $20,500 per
> year until the expiration of the loan in December 2005.

16.    
          EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED AND CUSTOMER LISTS

> As
> of May 31, 2003, the financial statements included acquisition-related goodwill of $35.4
> million, net of previous amortization of $7.5 million. Goodwill, net of amortization,
> totaled $17.8 million, $2.8 million, $0.9 million and $6.4 million in the U.S., Germany,
> Italy and Canada, respectively. Due to continued operating losses and reorganization of
> the companys French and Belgian operations, an impairment in the total value of the goodwill
> related to these acquisitions resulted in a non-cash charge to earnings of approximately $3.1
> million in fiscal 2001.

> In
> June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
> No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill and
> indefinite lived intangible assets are no longer amortized but are reviewed annually for
> impairment, or more frequently if impairment indicators arise. The review process entails
> assessing the fair value of the net assets underlying the Companys acquisition
> related goodwill on a business-by- business basis. If the fair value is deemed less than
> the related carrying value, the Company is required to reduce the amount of the goodwill.
> Separable intangible assets that are not deemed to have indefinite lives continue to be
> amortized over their useful lives.

> The
> Company has applied the new accounting rules to goodwill and intangible assets, all of
> which were acquired prior to July 1, 2001. The Company tested goodwill for impairment as
> of March 1, 2003, as required by SFAS No. 142, utilizing a combination of valuation
> techniques including the expected present value of future cash flows and a market multiple
> approach. This analysis did not result in impairment at May 31, 2003. The Company no
> longer amortizes acquisition-related goodwill. The table below shows the periods ended May
> 31, 2003, 2002 and 2001 on a comparative basis given the adoption of the amortization
> provisions of SFAS No. 142.

---

|                                                        | For the year Ended May 31,
|------------------------------------------------------- | --------------------------
|
|                                                        |                           
|Net income (loss) as reported                           |                           
|Add:  Goodwill amortization, net of taxes               |                           
|                                                        |                           
|Net income as adjusted for SFAS No. 142                 |                           
|                                                        |                           
|Net income (loss) per common share:                     |                           
|As reported                                             |                           
|As adjusted                                             |                           
|                                                        |                           
|Net income (loss) per common share - assuming dilution: |                           
|As reported                                             |                           
|As adjusted                                             |                           

The
gross carrying amount and accumulated amortization of the Companys Customer List is
as follows:

|              | Gross | Accumulated | Net Book
|------------- | ----- | ----------- | --------
|
|May 31, 2003: |       |             |         
|Customer List |       | $1,700,000  |         
|May 31, 2002: |      
|Customer List |       | $1,700,000  |         

> Amortization
> expense recorded on the Customer List for the years ended May 31, 2003, 2002 and 2001 was
> $85,000 for each year, respectively. The Customer List is being amortized over a useful
> life of 20 years. The estimated amortization expense relating to the Customer List for
> each of the next five fiscal years and thereafter is as follows:

| |            | 
| | ---------- | 
| |            | 
| | 2004       | 
| | 2005       | 
| | 2006       | 
| | 2007       | 
| | 2008       | 
| | Thereafter | 
| |            | 
| |            | 
| |            | 

---

IMMUCOR, INC. AND SUBSIDIARIES

SCHEDULE II 
VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED MAY 31, 2003, 2002 AND 2001

|                                | Balance at | Charged to |  | Balance 
|------------------------------- | ---------- | ---------- |  | --------
|
|
|2003:                           |            |            |  |         
|Allowance for doubtful accounts |            | $1,483,688 |  | $618,982
|2002:                           |           
|Allowance for doubtful accounts |            | $1,244,488 |  | $819,167
|2001:                           |           
|Allowance for doubtful accounts |            | $1,164,582 |  | $673,997

Note 1:    Deductions for the Allowance for doubtful accounts represent
accounts written off during the period less recoveries of accounts       previously written off
and exchange differences generated.

Item 9.Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure.        None.

PART III

Item 10.Directors and Executive
Officers of the Registrant.

The
information contained under Proposal One  The Election of Eight
Directors and Section 16(a) Beneficial Ownership Reporting Compliance in
the Companys definitive proxy statement related to its 2003 annual meeting of
shareholders which the Company will file with the Securities and Exchange Commission no
later than September 29, 2003, is incorporated herein by reference.

Item 11.Executive
Compensation.

The
information contained under Executive Compensation in the Companys
definitive proxy statement related to its 2003 annual meeting of shareholders, which the
Company will file with the Securities and Exchange Commission no later than September 29,
2003, is incorporated herein by reference.

Item 12.Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.

The
information contained under Security Ownership of Certain Beneficial Owners and
Management in the Companys definitive proxy statement related to its 2003
annual meeting of shareholders, which the Company will file with the Securities and
Exchange Commission no later than September 29, 2003, is incorporated herein by reference.

Item 13.Certain
Relationships and Related Transactions.

The
information contained under Certain Relationships and Related Transactions in
the Companys definitive proxy statement related to its 2003 annual meeting of
shareholders which the Company will file with the Securities and Exchange Commission no
later than September 29, 2003, is incorporated herein by reference.

Item 14.  Controls
and Procedures.

As
of the end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Companys management,
including the Companys Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures pursuant to Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
the Companys disclosure controls and procedures are effective. There were no changes
in the Companys internal control over financial reporting or in other factors
identified in connection with that evaluation that occurred during the Companys
fourth fiscal quarter of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the Companys internal control over
financial reporting.

---

PART IV

Item 15.Exhibits, Financial
Statement Schedules, and Reports on Form 8-K.

(a)        Documents filed as part of this report:

1.         Consolidated Financial Statements

The
Consolidated Financial Statements, Notes thereto, and Report of Independent Auditors
thereon are included         in Part II, Item 8 of this report.

2.        Consolidated Financial Statement Schedule included in Part II, Item 8 of this
          report

Schedule IIValuation and Qualifying Accounts

Other
financial statement schedules are omitted as they are not required or not applicable.

3.         Exhibits

3.1      
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1
to                    Immucor, Inc.s quarterly report on Form 10-Q filed on January 16, 2001).

3.2      
Amended and Restated Bylaws (amended and restated as of February 12, 2002) (incorporated
by                     reference to Exhibit 3.2 to Immucor, Inc.s quarterly report on Form 10-Q filed on
April 11, 2002).

4.1       Amended and Restated Shareholder Rights Agreement dated as of November 20, 2001 between
                    Immucor, Inc. and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference
to                    Exhibit 4.1 to Immucor, Inc.s quarterly report on Form 10-Q filed on January 14,
2002).

10.1     Standard Industrial Lease, dated July 21, 1982, between the Company and Colony Center,
Ltd.                    (incorporated by reference to Exhibit 10.2 to Immucor, Inc.s Annual Report on
Form 10-K for                    the fiscal year ended May 31, 1985).

10.1-1  Lease Amendment dated June 28, 1989, between the Company and Colony Center, Ltd.
(incorporated                    by reference to Exhibit 10.1-1 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                    ended May 31, 1989).

10.1-2  Lease Amendment dated November 8, 1991, between the Company and Colony Center, Ltd.
                    (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.s Annual Report on Form
10-K for the                    fiscal year ended May 31, 1992).

10.1-3  Lease Agreement, dated February 2, 1996, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-3 to Immucor, Inc.s
Annual Report                    on Form 10-K for the fiscal year ended May 31, 1996).

10.1-4  Lease Amendment, dated March 8, 1998, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-4 to Immucor, Inc.s
Annual Report                     on Form 10-K for the fiscal year ended May 31, 1998).

10.1-5  Lease Amendment, dated August 11, 1999, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-5 to Immucor, Inc.s
Annual Report                     on Form 10-K for the fiscal year ended May 31, 1999).

10.2    Agreement, dated March 11, 1983, between the Company and The Kansas City Group, as amended
                   through January 21, 1985 (incorporated by reference to Exhibit 10.2 to Registration
Statement No.                    33-16275 on Form S-1).

---

10.3    Agreement dated August 27, 1987, between the Company and the Kansas City Group amending
                   Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to Immucor, Inc.s Annual
Report on Form                    10-K for the fiscal year ended May 31, 1989).

10.4    United States Department of Health and Human Services Establishment License dated December
28,                   1982, for the manufacture of biological products (incorporated by reference to Exhibit
10.12 to                   Registration Statement No. 33-966 on Form S-1).

10.5    United States Department of Health and Human Services Product License dated December 28,
1982,                    for the manufacture and sale of reagent red blood cells (incorporated by reference
to Exhibit 10.13 to                     Registration Statement No. 33-966 on Form S-1).

10.6    United States Department of Health and Human Services Product License dated May 20, 1983,
for                    the manufacture and sale of blood grouping sera (incorporated by reference to Exhibit
10.14 to                     Registration Statement No. 33-966 on Form S-1).

10.7    United States Department of Health and Human Services Product License date November 18,
1983,                    for the manufacture and sale of anti-human serum (incorporated by reference to
Exhibit 10.15 to                     Registration Statement No. 33-966 on Form S-1).

10.8*   Employment Agreement dated October 13, 1998, between the Company and Edward L. Gallup
                    (incorporated by reference to Exhibit 10.8 to Immucor, Inc.s Annual Report on Form
10-K for the                      fiscal year ended May 31, 1999).

10.9*   Employment Agreement dated October 13, 1998, between the Company and Ralph A. Eatz
                    (incorporated by reference to Exhibit 10.9 to Immucor, Inc.s Annual Report on Form
10-K for the                      fiscal year ended May 31, 1999).

10.10* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and Dr. Gioacchino De
Chirico                    (incorporated by reference to Exhibit 10.12 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1995).

10.11* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and Dr. Gioacchino De
Chirico                    (incorporated by reference to Exhibit 10.13 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1995).

10.12* Severance Agreement dated October 13, 1998, between Immucor Inc. and Dr. Gioacchino De
Chirico                     (incorporated by reference to Exhibit 10.13 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1999).

10.13* 1998 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                     by reference to Exhibit 4.4 to Immucors Registration Statement on Form
S-8 as filed on June 14,                    2002).

10.14* 1995 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                     by reference to Exhibit 10.14 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                     ended May 31, 1995).

10.15* 1990 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                    by reference to Exhibit 10.15 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                    ended May 31, 1995).

10.16* Description of 1983 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
Immucor, Inc.s                     Annual Report on Form 10-K for the fiscal year ending May 31, 1985).

---

10.17* 1986 Incentive Stock Option Plan, amended July 29, 1987, including form of Stock Option
                    Agreement used thereunder (incorporated by reference to Exhibit 10.9 to Registration
Statement No.                     33-16275 on Form S-1).

10.18* Employment Agreement dated October 13, 1998, between the Company and Steven C. Ramsey
                    (incorporated by reference to Exhibit 10.20 to Immucor, Inc.s Annual Report on Form
10-K for the                     fiscal year ended May 31, 1999).

10.19* Employment Agreement dated October 13, 1998, between the Company and Patrick Waddy
                    (incorporated by reference to Exhibit 10.22 to Immucor, Inc.s Annual Report on Form
10-K for the                    fiscal year ended May 31, 1999).

10.20   Loan Agreement among Immucor, Inc., Dominion Biologicals, Limited, and Immucor
Medizinische                    Diagnostik GmbH, as borrowers, and Wachovia Bank, National Association, as
lender, dated as of                    February 23, 2001 (incorporated by reference to Exhibit 10.23 to
Immucor, Inc.s quarterly report on                     Form 10-Q filed April 23, 2001).

10.21   Loan Modification No. 1 dated as of September 11, 2001 between Immucor, Inc., Dominion
                    Biologicals, Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National
                    Association (incorporated by reference to Exhibit 10.21 to Immucor, Inc.s quarterly
report on Form                     10-Q filed January 14, 2002).

10.22* Form of indemnification agreement between the Company and certain directors (incorporated
by                    reference to Exhibit 10.22 to Immucor, Inc.s quarterly report on Form 10-Q filed
January 14, 2002).



10.23  Loan Modification No. 2 dated as of July 18, 2002 between Immucor,  Inc.,  Dominion  Biologicals,
                   Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association
                    (incorporated by reference to Exhibit 10.23 to Immucor, Inc.s
Annual Report on Form 10-K for the                    fiscal year ended May 31, 2002).

21        Subsidiaries of the Registrant.

23.1     Consent of Ernst
& Young LLP.

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.

*Denotes a management contract or
compensatory plan or arrangement.

(b)    
          The following report on Form 8-K was filed during the quarter ended May 31,
          2003.

Form
8-K furnishing the Companys third quarter 2003 earnings release on April 2, 2003.

(c)    
          See Exhibits listed under Item 15(a)(3).

(d)    
          Not applicable. See Item 15(a)(2).

---

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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.

By:/s/ EDWARD L. GALLUP

Edward L. Gallup, Chairman of the Board of Directors and Chief Executive Officer August 28, 2003

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ EDWARD L. GALLUP
Edward L. Gallup, Director, Chairman of the Board of Directors,Chief Executive Officer 
(Principal Executive Officer)August 28, 2003

/s/ DR. GIOACCHINO DE CHIRICO
Dr. Gioacchino De Chirico, Director, President and Chief Operating OfficerAugust 28, 2003

/s/ STEVEN C. RAMSEY
Steven C. Ramsey, Vice President Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) 
August 28, 2003

/s/ RALPH A. EATZ
Ralph A. Eatz, Director, Senior Vice President  Chief Scientific OfficerAugust 28, 2003

/s/ DANIEL T. MCKEITHAN
Daniel T. McKeithan, Director 
August 28, 2003

/s/ ROSWELL S. BOWERS
Roswell S. Bowers, DirectorAugust 28, 2003

/s/ MARK KISHEL
Mark Kishel, M.D., DirectorAugust 28, 2003

/s/ JOSEPH E. ROSEN
August 28, 2003

John A. Harris, DirectorAugust 28, 2003

---

EXHIBIT INDEX

Number                                             Description

3.1      
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1
to                    Immucor, Inc.s quarterly report on Form 10-Q filed on January 16, 2001).

3.2      
Amended and Restated Bylaws (amended and restated as of February 12, 2002) (incorporated
by                     reference to Exhibit 3.2 to Immucor, Inc.s quarterly report on Form 10-Q filed on
April 11, 2002).

4.1       Amended and Restated Shareholder Rights Agreement dated as of November 20, 2001 between
                    Immucor, Inc. and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference
to                    Exhibit 4.1 to Immucor, Inc.s quarterly report on Form 10-Q filed on January 14,
2002).

10.1     Standard Industrial Lease, dated July 21, 1982, between the Company and Colony Center,
Ltd.                    (incorporated by reference to Exhibit 10.2 to Immucor, Inc.s Annual Report on
Form 10-K for                    the fiscal year ended May 31, 1985).

10.1-1  Lease Amendment dated June 28, 1989, between the Company and Colony Center, Ltd.
(incorporated                    by reference to Exhibit 10.1-1 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                    ended May 31, 1989).

10.1-2  Lease Amendment dated November 8, 1991, between the Company and Colony Center, Ltd.
                    (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.s Annual Report on Form
10-K for the                    fiscal year ended May 31, 1992).

10.1-3  Lease Agreement, dated February 2, 1996, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-3 to Immucor, Inc.s
Annual Report                    on Form 10-K for the fiscal year ended May 31, 1996).

10.1-4  Lease Amendment, dated March 8, 1998, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-4 to Immucor, Inc.s
Annual Report                     on Form 10-K for the fiscal year ended May 31, 1998).

10.1-5  Lease Amendment, dated August 11, 1999, between the Company and Connecticut General Life
                    Insurance Company (incorporated by reference to Exhibit 10.1-5 to Immucor, Inc.s
Annual Report                     on Form 10-K for the fiscal year ended May 31, 1999).

10.2    Agreement, dated March 11, 1983, between the Company and The Kansas City Group, as amended
                   through January 21, 1985 (incorporated by reference to Exhibit 10.2 to Registration
Statement No.                    33-16275 on Form S-1).

---

10.3    Agreement dated August 27, 1987, between the Company and the Kansas City Group amending
                   Exhibit 10.2 (incorporated by reference to Exhibit 10.3 to Immucor, Inc.s Annual
Report on Form                    10-K for the fiscal year ended May 31, 1989).

10.4    United States Department of Health and Human Services Establishment License dated December
28,                   1982, for the manufacture of biological products (incorporated by reference to Exhibit
10.12 to                   Registration Statement No. 33-966 on Form S-1).

10.5    United States Department of Health and Human Services Product License dated December 28,
1982,                    for the manufacture and sale of reagent red blood cells (incorporated by reference
to Exhibit 10.13 to                     Registration Statement No. 33-966 on Form S-1).

10.6    United States Department of Health and Human Services Product License dated May 20, 1983,
for                    the manufacture and sale of blood grouping sera (incorporated by reference to Exhibit
10.14 to                     Registration Statement No. 33-966 on Form S-1).

10.7    United States Department of Health and Human Services Product License date November 18,
1983,                    for the manufacture and sale of anti-human serum (incorporated by reference to
Exhibit 10.15 to                     Registration Statement No. 33-966 on Form S-1).

10.8*   Employment Agreement dated October 13, 1998, between the Company and Edward L. Gallup
                    (incorporated by reference to Exhibit 10.8 to Immucor, Inc.s Annual Report on Form
10-K for the                      fiscal year ended May 31, 1999).

10.9*   Employment Agreement dated October 13, 1998, between the Company and Ralph A. Eatz
                    (incorporated by reference to Exhibit 10.9 to Immucor, Inc.s Annual Report on Form
10-K for the                      fiscal year ended May 31, 1999).

10.10* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and Dr. Gioacchino De
Chirico                    (incorporated by reference to Exhibit 10.12 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1995).

10.11* Agreement dated December 31, 1993, between Immucor Italia, S.r.l. and Dr. Gioacchino De
Chirico                    (incorporated by reference to Exhibit 10.13 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1995).

10.12* Severance Agreement dated October 13, 1998, between Immucor Inc. and Dr. Gioacchino De
Chirico                     (incorporated by reference to Exhibit 10.13 to Immucor, Inc.s Annual Report
on Form 10-K for the                     fiscal year ended May 31, 1999).

10.13* 1998 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                     by reference to Exhibit 4.4 to Immucors Registration Statement on Form
S-8 as filed on June 14,                    2002).

10.14* 1995 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                     by reference to Exhibit 10.14 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                     ended May 31, 1995).

10.15* 1990 Stock Option Plan, including form of Stock Option Agreement used thereunder
(incorporated                    by reference to Exhibit 10.15 to Immucor, Inc.s Annual Report on Form
10-K for the fiscal year                    ended May 31, 1995).

10.16* Description of 1983 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
Immucor, Inc.s                     Annual Report on Form 10-K for the fiscal year ending May 31, 1985).

---

10.17* 1986 Incentive Stock Option Plan, amended July 29, 1987, including form of Stock Option
                    Agreement used thereunder (incorporated by reference to Exhibit 10.9 to Registration
Statement No.                     33-16275 on Form S-1).

10.18* Employment Agreement dated October 13, 1998, between the Company and Steven C. Ramsey
                    (incorporated by reference to Exhibit 10.20 to Immucor, Inc.s Annual Report on Form
10-K for the                     fiscal year ended May 31, 1999).

10.19* Employment Agreement dated October 13, 1998, between the Company and Patrick Waddy
                    (incorporated by reference to Exhibit 10.22 to Immucor, Inc.s Annual Report on Form
10-K for the                    fiscal year ended May 31, 1999).

10.20   Loan Agreement among Immucor, Inc., Dominion Biologicals, Limited, and Immucor
Medizinische                    Diagnostik GmbH, as borrowers, and Wachovia Bank, National Association, as
lender, dated as of                    February 23, 2001 (incorporated by reference to Exhibit 10.23 to
Immucor, Inc.s quarterly report on                     Form 10-Q filed April 23, 2001).

10.21   Loan Modification No. 1 dated as of September 11, 2001 between Immucor, Inc., Dominion
                    Biologicals, Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National
                    Association (incorporated by reference to Exhibit 10.21 to Immucor, Inc.s quarterly
report on Form                     10-Q filed January 14, 2002).

10.22* Form of indemnification agreement between the Company and certain directors (incorporated
by                    reference to Exhibit 10.22 to Immucor, Inc.s quarterly report on Form 10-Q filed
January 14, 2002).



10.23  Loan Modification No. 2 dated as of July 18, 2002 between Immucor,  Inc.,  Dominion  Biologicals,
                   Limited, Immucor Medizinische Diagnostik GmbH and Wachovia Bank, National Association
                    (incorporated by reference to Exhibit 10.23 to Immucor, Inc.s
Annual Report on Form 10-K for the                    fiscal year ended May 31, 2002).

21        Subsidiaries of the Registrant.

23.1     Consent of Ernst
& Young LLP.

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.

*Denotes a management contract or
compensatory plan or arrangement.