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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from           to           .   Commission File
    No. 1-11181
      IRIS INTERNATIONAL,
    INC.
 (Exact name of Registrant as
    Specified In Its Charter)
      Delaware

94-2579751(State or other jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   9158 Eton Avenue, Chatsworth, California 91311
 (Address of principal executive
    offices) (Zip Code)
  (818) 709-1244
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K Items 10-14 Form 10-K.




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##### 





IRIS
    INTERNATIONAL, INC.
  ANNUAL
    REPORT ON
    FORM 10-K
 Fiscal
    Year Ended December 31, 2010
   
 PART IItem 1.


Business


1Item 1A.


Risk Factors


19Item 1B.


Unresolved Staff Comments


31Item 2.


Properties


31Item 3.


Legal Proceedings


31PART IIItem 5.


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


32Item 6.


Selected Financial Data


34Item 7.


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


34Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


83Item 9A.


Controls and Procedures


83Item 9B.


Other Information


83PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


84Item 11.


Executive Compensation


84Item 12.


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


84Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


84Item 14.


Principal Accounting Fees and Services


84PART IVItem 15.


Exhibits, Financial Statement Schedules


85Signatures


90EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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PART I  Forward-Looking
    Statements
  This report includes forward-looking statements
    within the meaning of Section 27A of the Securities Act of
    1933, as amended, and Section 21E of the Securities and
    Exchange Act of 1934, as amended. All statements other than
    statements of historical facts are forward-looking
    statements for purposes of these provisions, including any
    projections of earnings, revenues or other financial items, any
    statement of the plans and objectives of management for future
    operations, any statements concerning proposed new products or
    strategic arrangements, any statements regarding future economic
    conditions or performance, and any statement of assumptions
    underlying any of the foregoing. In some cases, forward-looking
    statements can be identified by the use of terminology such as
    may, will, expects,
    plans, anticipates,
    estimates, potential,
    intends, or continue or the negative
    thereof or other comparable terminology. Although we believe
    that the expectations reflected in the forward-looking
    statements contained herein are reasonable, there can be no
    assurance that such expectations or any of the forward-looking
    statements will prove to be correct, and actual results could
    differ materially from those projected or assumed in the
    forward-looking statements. Our future financial condition and
    results of operations, as well as any forward-looking
    statements, are subject to inherent risks and uncertainties,
    including but not limited to the Risk Factors set forth under
    Item 1A, and for the reasons described elsewhere in this
    report. All forward-looking statements and reasons why results
    may differ included in this report are made as of the date
    hereof, and we assume no obligation to update these
    forward-looking statements or reasons why actual results might
    differ.
  Item 1.
    Business  Company
    Overview
  in-vitro ®
  in vitro ®
   1




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® tm AX-4280,
      make-up
  tm
  in situ
   2




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Market
    Overview and Opportunity
      Urinalysis
    Urine
    Chemistry and Microscopy Market Overview
    sub-segments.
  Limitations
    in Urine Chemistry and Microscopy
   3




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Hematology
  Hematology
    Market Overview
      Limitations
    in Hematology
      Personalized
    Medicine
   4




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Molecular
    Diagnostics Market Overview
  point-of-care
        Limitations
    with Current Methods
   5




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-15
  Sample
    Processing
  Sample
    Processing Market Overview
      Limitations
    with Current Sample Processing Methods
    Our
    Products
    Major Products

Status

DescriptionMorphology and Related ProductsiQ analyzers (200, Sprint, Elite, Select, Pro and Plus)

Marketed

Fully-automated urine microscopy and
    body fluids analyzeriQ Body Fluids Module

MarketedOptional iWare Software

Marketed 6




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Major Products

Status

DescriptioniChemVELOCITY

Launched internationally: 3Q2008 
    U.S.: pending 510(k) clearance

Fully-automated urine chemistry analyzeriRICELL

Launched internationally: 3Q2008 
    U.S.: pending 510(k) clearance

Integrated iQ and iChemVELOCITY 
    workcell3GEMS Urinalysis and Body Fluids

In feasibility

Next generation urine microscopy and 
    body fluids analyzer3GEMS Hematology

In feasibility

Complete blood count, white blood cell 
    count with expanded differentials and red 
    blood cell and platelet morphologyPersonalized MedicineArista Molecular Tests  Molecular pathology

Marketed

Application of molecular biology and 
    molecular genetics at the level of  basic 
    molecules such as DNA, RNA, and 
    proteins, to aid in the diagnosis and 
    prognostication of pathologic entities Flow cytometry

Marketed

A cell analysis platform using 
    fluorescence tagged antibodies for enumeration &
    characterization of cells 
    for diagnosis of hematological disorders FISH

Marketed

An enhanced molecular cytogenetic 
    method using fluorescent probes for 
    detection of DNA on chromosomes in the 
    intact cell (in-situ)NADiA ProsVue

510(k) submitted 2Q2010

Prognosticate stable patients after 
    radical prostatectomyNADiA HIV

Feasibility complete Pursuing licensing partners

Monitoring HIV viral load during 
    anti-retroviral therapyNADiA CECs

In feasibility

Detect circulating epithelial cells to 
    monitor cancer progressionSample ProcessingExpress centrifuge line

Marketed

Centrifuges for clinical diagnostic marketThermoBrite

Marketed

DNA workstation for FISH proceduresCytofuge 2

Marketed

Centrifuge used for thin layer cell preparationCytofuge 12

Marketed

12 placement centrifuge used for thin layer cell preparationIDEXX Drive

Marketed

For internal use in IDEXX chemistry analyzersIDEXX whole blood separator

Manufacturing rights licensed to IDEXX

Consumable used in IDEXX chemistry analyzersOvaTube

Marketed

Ova and parasite testing for veterinarian marketSlide based sample preparation system

In development

Benchtop platform for automating slide based procedures
    including FISH testing   Morphology
    and Related Products
   7




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Automated
    Urine Microscopy Analyzers
  easy-to-view
    ® ® tm
  Urine
    Chemistry Analyzers
    AX-4280
  Consumables
    and Service
   8




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3GEMS
    Platform
    
    Next Generation Urine Microscopy
    Analyzers.  Our next generation urine microscopy
    analyzer will include advances in electronics and optics,
    including very high speed color cameras with higher resolution.
    We anticipate these advances will improve the clinical utility
    of the instrument as a greater number of cell types will be able
    to be identified with greater precision.
    Next Generation Body Fluids Module.  We
    currently offer products that utilize our proprietary technology
    for morphology analysis of other body fluids, including
    cerebrospinal, synovial and serous fluids. We are developing a
    next generation body fluids module that we believe will possess
    improved diagnostic capabilities relative to our current product
    offering.
    Hematology Analyzers.  We are developing a
    portfolio of hematology analyzers to automate the identification
    and characterization of cells in blood. Our initial hematology
    analyzer will conduct a complete blood count, or CBC, the most
    common type of blood test, as well as automatically complete an
    expanded white cell differential analysis. This differential
    analysis will identify the presence and quantity of immature
    white blood cells, whose presence is often associated with
    conditions such as leukemia, infection, inflammation or tissue
    injury. Importantly, the automation of the white cell
    differential will eliminate the need for a medical technologist
    trained in cytology or pathologist to manually identify and
    count cells under a microscope  a time consuming and
    subjective process. Finally, since our analyzer captures digital
    images of individual cells, the creation of slides to enable the
    review of a blood smear under a microscope and to retain
    physical evidence of a particular sample would be significantly
    reduced. Our virtual slides will be stored digitally and
    transmitted electronically between laboratories or healthcare
    providers.  Personalized
    Medicine
  NADiA
    (Nucleic Acid Detection Immunoassay) Platform
  -15
  
    Prostate Cancer: NADiA ProsVue.  PSA, or
    prostate-specific antigen, is the most widely used cancer marker
    for the diagnosis and clinical management of prostate cancer in
    men. We have developed an ultra-sensitive blood-based diagnostic
    test, called NADiA ProsVue, designed to be a prognostic
    indicator by taking the slope of three successive test
    measurements of residual levels of PSA that currently are
    undetectable with current testing methods, in men with prostate
    cancer who have undergone radical prostatectomy, or removal of
    the prostate gland. In April 2010, we submitted our NADiA
    ProsVue 510(k) 9




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pre-market notification application to the FDA requesting
    clearance of a prognostic claim. At the American Society for
    Clinical Oncology (ASCO) 2011 Genitourinary Cancers Symposium,
    the results of a multi-center clinical study were presented. The
    studys results demonstrate a negative predictive value
    (NPV), or the proportion of patients correctly identified as
    stable, of 95.2% and a positive predictive value (PPV) of 81.4%.
    We believe the data supports our hypothesis that NADiA ProsVue
    can contribute useful information as a prognostic indicator in
    identifying post-prostatectomy patients with low risk of cancer
    recurrence.  
    HIV: Viral Load Test.  Current HIV viral load
    tests measure the quantity of HIV RNA in the blood of an
    individual infected with HIV. The presence of RNA indicates that
    the virus is actively replicating and increasing levels of RNA
    can indicate more serious or advanced disease. Viral load
    testing is one of the most valuable measures for predicting HIV
    disease progression and gauging how well anti-retroviral
    treatment is working. Effective anti-retroviral treatment can
    often reduce RNA viral load to levels that are undetectable by
    current diagnostic tests. Unlike current tests measuring HIV
    RNA, our NADiA technology measures a specific HIV viral protein,
    p24, which is present in greater numbers relative to HIV RNA.
    Specifically, per unit of sample, there are 3,000 p24 molecules
    while only two copies of HIV RNA. We have developed an
    experimental blood-based HIV viral load p24 assay utilizing
    NADiA technology that achieved a sensitivity of one
    femtogram/mL, which is below the limit of detection of the most
    sensitive FDA cleared HIV RNA-based assay. As a result of our
    decision to focus on cancer diagnostics, we are currently
    pursuing a development and commercial partner for our NADiA HIV
    assay.
    Cancer Progression: Circulating Epithelial
    Cells.  In addition to our NADiA technology, we
    have a novel cell isolation technology that makes it possible to
    isolate rare cells in the presence of billions of non-target
    cells using antibody-coated albumin micro-bubbles to bind to
    target cells. We believe our albumin bubbles have significant
    competitive advantages in terms of affinity. In addition, the
    albumin bubbles can easily collapse and disappear without the
    cumbersome step of separating glass bubbles or magnetic beads
    from targeted cells, as is necessary with current commercial
    isolation technologies. Utilizing our bubble isolation
    technology and NADIA, we are developing a test method to
    identify, quantify and characterize circulating epithelial cells
    present in blood to aid in monitoring cancer progression.  Arista
    Molecular
         10




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Sample
    Processing
    15-30
    in-situ ®
      Our
    Strategy
  in vitro
  Increase the market adoption of the automated urinalysis
    platform in the in vitro diagnostics
    market.
 11




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multi-unit,
  Broaden our product offerings in the urinalysis IVD
    market.
  Use our imaging technology expertise to enter the automated
    hematology in vitro diagnostics market.
  Enter higher value segments of the market focused on
    personalized medicine.
  Pursue selective acquisitions and technology
    in-licensing.
  Competition
    Urinalysis
  cost-per-test,
 12




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Hematology
  in vitro
  Personalized
    Medicine
      Sample
    Processing
    Intellectual
    Property
   13




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Third-Party
    Payor Reimbursements
      year-to-year
 14




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Government
    Regulations
             15




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Federal
    and State Clinical Laboratory Certification and
    Licensing
  on-site
    Antifraud
    Laws/Overpayments.
  Medicare/Medicaid
 16




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Federal
    and California Self-Referral
    Restrictions.
  and/or
  Anti-Kickback
    Laws
   17




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and/or
  Health
    Insurance Portability and Accountability Act and HITECH
    Act
          Other
    Regulatory Requirements
      Summary
    of Revenues by Product Line
  Year Ended December 31,2010





2009





2008($ in thousands)RevenuesIDD instruments

$
32,083



30
%

$
26,018



28
%

$
35,128



37
%IDD consumables and service


61,112



57
%


52,213



56
%


46,643



49
%Sample Processing instruments and supplies


14,408



13
%


14,335



16
%


13,731



14
%Personalized Medicine services


69



0
%






0
%






0
%Total revenues

$
107,672



100
%

$
92,566



100
%

$
95,502



100
%  18




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Backlog
    Employees
    Corporate
    Information
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, www.proiris.com
  Item 1A.
    Risk
    Factors  We have identified the following additional risks and
    uncertainties that may have a material adverse effect on our
    business, financial condition or results of operations.
    Investors should carefully consider the risks described below
    before making an investment decision. The risks described below
    are not the only ones we face. Additional risks not presently
    known to us or that we currently believe are immaterial may also
    significantly impair our business operations. Our business could
    be harmed by any of these risks. The trading price of our common
    stock could decline due to any of these risks, and investors may
    lose all or part of their investment.
  Risks
    Related to Our Business
  Adverse
    conditions in the global economy and disruption of financial
    markets could negatively impact our customers and therefore our
    results of operations.
     19




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Our
    success depends largely on the continued acceptance of our iQ
    and iChem product lines.
    If we
    fail to obtain, or experience significant delays in obtaining,
    regulatory clearances or approvals for our products or product
    enhancements, our ability to commercially distribute and market
    our products could suffer.
        Modifications
    to our products may require new regulatory clearances or
    approvals or may require us to recall or cease marketing our
    products until clearances are obtained.
   20




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Any
    failure to introduce our future products and systems
    successfully into the market could adversely affect our
    business.
    
    rate of adoption by healthcare providers;
    rate of our products acceptance by the target market;
    timing of market entry relative to competitive products;
    availability of alternative products;
    price of our product relative to alternative products;
    availability of third-party reimbursement; and
    extent of marketing efforts by us and third-party distributors
    or agents retained by us.    We
    face intense competition and our failure to compete effectively,
    particularly against larger, more established companies will
    cause our business to suffer.
   21




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If we
    choose to acquire new businesses, products or technologies, we
    may experience difficulty in the identification or integration
    of any such acquisition, and our business may
    suffer.
    If we
    do not establish strategic partnerships to commercialize our
    products under development, we will have to undertake
    commercialization efforts on our own, which could be costly and
    may ultimately be unsuccessful.
    Changes
    in reimbursement fees or lower than anticipated reimbursement
    for diagnostics tests could reduce demand and the price at which
    we can sell our products.
       22




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If we
    fail to meet changing demands of technology, we may not continue
    to be able to compete successfully with our
    competitors.
    Our
    ability to protect our intellectual property and proprietary
    technology through patents and other means is
    uncertain.
          The
    medical device industry is characterized by patent litigation,
    and we could become subject to litigation that could be costly,
    result in the diversion of our managements time and
    efforts, require us to pay damages or prevent us from selling
    our products.
   23




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and/or
  We
    operate in a consolidating industry that creates barriers to our
    market penetration.
    Changes
    in government regulation of the healthcare industry could
    adversely affect our business.
    We may
    not be able to fully realize deferred tax assets.
   24




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We
    rely on independent and some single-source suppliers for key
    components of our instruments. Any delay or disruption in the
    supply of components may prevent us from selling our products
    and negatively impact our operations.
    We may
    not be able to maintain contracts with Group Purchasing
    Organizations, or GPOs.
    Our
    success depends on our ability to attract, retain and motivate
    management and other skilled employees.
    The
    expense and potential unavailability of insurance coverage for
    us, our customers or our products may have an adverse effect on
    our financial position and results of operations.
    We
    have product liability insurance that covers our products and
    business operation, but we may need to increase and expand this
    coverage commensurate with our expanding business.
    
    substantial costs of related litigation or regulatory action;
    substantial monetary penalties or awards;
    decreased demand for our products; 25




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
    reduced revenue or market penetration;
    injury to our reputation;
    an inability to establish new strategic relationships;
    increased product liability insurance rates; and
    an inability to secure continuing coverage.    Our
    facilities are located near known earthquake fault zones, and
    the occurrence of an earthquake or other catastrophic disaster
    could damage our facilities and equipment, which could cause us
    to curtail or cease operations.
    If we
    are unable to manage our growth, our results could
    suffer.
    To
    market and sell our products, we depend on third-party
    distributors, and they may not be successful.
   26




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Our
    sales in international markets are subject to a variety of laws
    and political and economic risks that may adversely impact our
    sales and results of operations in certain
    regions.
    
    changes in currency exchange rates that impact the price to
    international consumers;
    the burdens of complying with a variety of foreign laws and
    regulations;
    unexpected changes in local regulatory requirements; and
    the difficulties associated with promoting products in
    unfamiliar cultures;
    subject to general, political and economic risks in connection
    with our international sales operations, including:
    political instability;
    changes in diplomatic and trade relationships; and
    general economic fluctuations in specific countries or markets.    We are
    subject to currency fluctuations.
  AX-4280
    Risks
    Related to Our Laboratory Business
  We
    have a limited operating history in our laboratory business and
    have experienced operating losses making it difficult to
    evaluate whether we will operate profitably.
     27




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Changes
    in healthcare laws, regulations or policies, or third-party
    payor policies could affect coverage or reimbursement for our
    specialized laboratory tests and adversely affect our financial
    results.
    Any
    changes to the current healthcare laws and regulations may
    necessitate a change to our business model.
    U.S.
    healthcare reform legislation may result in significant changes,
    and our business could be adversely impacted if we fail to
    adapt.
    We may
    incur substantial penalties including fines or possible
    debarment from Medicare or Medicaid if we violate certain
    government payor laws and regulations.
   28




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Our
    laboratory business may be harmed if we are unable to comply
    with certain healthcare related laws and regulations, including
    the Clinical Laboratory Improvement Act of 1967 and the Clinical
    Laboratory Improvement Amendments of 1988 (collectively,
    CLIA).
    We
    face possible litigation, penalties and damage to our reputation
    with payors, physicians and patients if we are unable to
    properly protect customer-related information.
    We
    face possible litigation, penalties and medical malpractice for
    errors in laboratory testing results.
    The
    nature of the testing performed in our laboratory is complex and
    often depends on our ability to obtain specialized reagents from
    a sole source provider. Any disruption of supply, or
    discontinuance of products by a sole source may severely impact
    Aristas ability to provide testing services.
    Federal,
    state and CLIA regulations define certain personnel standards
    that our laboratory must adhere to, including education,
    background and experience requirements. Our ability to attract,
    hire and maintain critical personnel may limit the testing our
    laboratory can perform.
    The
    laboratory industry is highly competitive and many other
    laboratories offer the same testing that our laboratory offers.
    Our ability to discriminate our laboratory in a cluttered
    marketplace may limit our ability to attract and maintain
    customers and will have a material adverse effect on our
    financial performance.
   29




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Discontinuation
    or recalls of existing testing products or failure to develop,
    or acquire, licenses for new or improved testing technologies
    could adversely affect the Companys
    business.
      Risks
    Related to Ownership of Our Common Stock
  We
    have adopted a number of anti-takeover measures that may depress
    the price of our common stock.
    Our
    quarterly sales and operating results may fluctuate in future
    periods, and if we fail to meet expectations the price of our
    common stock may decline.
    
    variation in demand for our products, including seasonality;
    our ability to develop, introduce, market and gain market
    acceptance of new products and product enhancements in a timely
    manner;
    our ability to manage inventories, accounts receivable and cash
    flows;
    our ability to control costs;
    the size, timing, rescheduling or cancellation of orders from
    consumers and distributors; and
    our ability to forecast future sales and operating results and
    subsequently attain them.   30




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quarter-to-quarter
  Item 1B.
    Unresolved
    Staff Comments.  None.
  Item 2.
    Properties.    Approximate Floor

MonthlyLocation

Space (Sq. Ft.)

Rent

UseChatsworth, CA

98,446

$
74,725


Corporate headquarters and manufacturing (Corporate and Iris
    Diagnostics Division)Westwood, MA

29,220

$
34,967


Sample Processing divisionCarlsbad, CA

14,941

$
17,675


IRIS Molecular Diagnostic research division (Personalized
    Medicine)San Diego, CA

12,716

$
20,354


Arista Molecular laboratory and testing facility.  (Personalized
    Medicine)Marburg, Germany

8,539

$
16,775


Urine chemistry strip manufacturing facility (Iris Diagnostics
    Division)Marburg, Germany

4,844

$
2,115


Urine chemistry strip manufacturing warehouse (Iris Diagnostics
    Division)Marburg, Germany

953

$
1,734


Urine chemistry strip R&D facility (Iris Diagnostics
    Division)Paris, France

2,684

$
3,117


Sales office (Iris Diagnostics Division)Causeway Bay, HK

120

$
1,744


Sales office (Iris Diagnostics Division)Cologne, Germany

130

$
2,520


Sales office (Iris Diagnostics Division)Cambridge, UK

323

$
1,452


Sales office (Iris Diagnostics Division)     Item 3.
    Legal
    Proceedings.   31




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Price per ShareLow

HighFiscal 2010:First Fiscal Quarter

$
10.21



12.08Second Fiscal Quarter


9.79



11.86Third Fiscal Quarter


7.34



10.12Fourth Fiscal Quarter


8.80



10.44Fiscal 2009:First Fiscal Quarter

$
8.60



13.33Second Fiscal Quarter


10.03



12.94Third Fiscal Quarter


9.50



11.81Fourth Fiscal Quarter


9.99



12.62     Dividend
    Policy
   32




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FIVE-YEAR
    STOCK PRICE PERFORMANCE COMPARISON (1)
    
    (1)
    
    This section is not soliciting material, is not
    deemed filed with the SEC and is not to be
    incorporated by reference into any filing of IRIS International,
    Inc. under the Securities Act of 1933, as amended, or the
    Securities Exchange Act of 1934, as amended, whether made before
    or after the date hereof and irrespective of any general
    incorporation language in any such filing. 33




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Item 6.
    Selected
    Financial Data.  Form 10-K
  Year Ended December 31,2010

2009

2008

2007

2006(In thousands, except per share data)Statement of Operations Data:Revenues

$
107,672


$
92,566


$
95,502


$
84,306


$
72,067Operating income


3,108



7,811



10,967



8,953



1,049Other income


1,022



894



2,409



1,440



1,089Net income (loss)


3,042



6,251



9,013



7,549



(175
)Basic net income (loss) per share


0.17



0.35



0.49



0.42



(0.01
)Diluted net income (loss) per share


0.17



0.35



0.48



0.40



(0.01
)Balance Sheet Data:Working capital


48,435



58,988



51,553



49,685



37,283Total assets


106,609



97,790



90,638



86,390



74,317Total debt


















Total liabilities


17,958



12,568



14,728



11,456



11,751Stockholders equity


88,651



85,222



75,910



74,934



62,566       start-up
        Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Overview
  Segment Reporting
 34




---



##### Table of Contents



Iris
    Diagnostics Division
        Personalized
    Medicine
     35




---



##### Table of Contents



Sample
    Processing
  ®
  ®
  Research
    and Development
      2010


2009


2008(In thousands)Total product technology expenditures during year

$
15,357


$
12,331


$
11,699Less: amounts capitalized during year to software development
    costs as reported in the consolidated statements of cash flow


(754
)


(835
)


(1,178
)Less: amounts reimbursed through grants for government sponsored
    research and development


(41
)


(85
)


(164
)Research and development expense as reported in the consolidated
    statements of income

$
14,562


$
11,411


$
10,357   Critical
    Accounting Policies
  Form 10-K
 36




---



##### Table of Contents



Revenue recognition:  IDD and Sample
    Processing
            Revenue recognition:  Personalized
    Medicine  ASC 605-10-S99-1,
   37




---



##### Table of Contents



Inventory valuation first-in,
  Goodwill and Intangible Assets 
    Capitalized software 
    Income taxes 
  740-10
  Stock based compensation Compensation- Stock Compensation
 38




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2010



2009



2008(In thousands)RevenuesIDD instruments

$
32,083



30
%

$
26,018



28
%

$
35,128



37
%IDD consumables and service


61,112



57
%


52,213



56
%


46,643



49
%Sample Processing instruments and supplies


14,408



13
%


14,335



16
%


13,731



14
%Personalized Medicine services


69



0
%






0
%






0
%Total revenues


107,672



100
%


92,566



100
%


95,502



100
%Gross Profit(1)IDD instruments


10,846



34
%


9,240



36
%


15,523



44
%IDD consumable and service


36,623



60
%


32,055



61
%


26,648



57
%Sample Processing instruments and supplies


7,789



54
%


7,370



51
%


6,868



50
%Personalized Medicine services


(372
)










0
%






0
%Gross profit


54,886



51
%


48,665



53
%


49,039



51
%Operating expensesMarketing and selling


19,829



18
%


16,122



17
%


15,706



16
%General and administrative


17,387



16
%


13,321



14
%


12,009



13
%Research and development, net


14,562



14
%


11,411



12
%


10,357



11
%Total operating expenses


51,778



48
%


40,854



44
%


38,072



40
%Operating income


3,108



3
%


7,811



9
%


10,967



11
%Other income


1,022







894







2,409Income before provision for income taxes


4,130



4
%


8,705



9
%


13,376



14
%Provision for income taxes(2)


1,088



26
%


2,454



28
%


4,363



33
%Net income

$
3,042



3
%

$
6,251



7
%

$
9,013



9
%     (1)
    
    Gross profit margin percentages are based on the related sales
    of each category.(2)
    
    Income tax percentage is computed based on the relationship of
    income taxes to pre-tax income.  Comparison
    of Year Ended December 31, 2010 to 2009
     39




---



##### Table of Contents



40




---



##### Table of Contents



Comparison
    of Year Ended December 31, 2009 to 2008
                start-up
     41




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Less Than


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 Years(In thousands)*Operating lease commitments

$
9,390


$
2,358


$
4,200


$
2,718


$
114     *
    
    Not included in the table above are normal recurring accounts
    payable or accrued expenses which are presented on the
    accompanying consolidated financial statements.  Off-Balance
    Sheet Arrangements
    Liquidity
    and Capital Resources
      Operating Cash Flows.
   42




---



##### Table of Contents



Investing Activities.
  Financing Activities.
    12-month
      Recent
    Accounting Pronouncements
  2010-29, Business Combinations- Disclosure of Supplementary Pro Forma
    Information
  2010-29
  2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses Receivables 2010-20
  2010-20
 43




---



##### Table of Contents



2009-14, Certain Revenue Arrangements That Include Software
    Elements Software 2009-14, 2009-14
  2009-13, Multiple-Deliverable Revenue Arrangements Revenue Recognition 2009-13 2009-13
  No. 2010-28  When to Perform Step 2 of the Goodwill Impairment Test for
    Reporting Units with Zero or Negative Carrying Amounts. 2010-28 2010-28
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Market
    Risk
    Foreign
    Currencies
     44




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  Index
    to Financial Statements
   
 Reports of Independent Registered Public
    Accounting Firm

46Consolidated Balance Sheets at December 31,
    2010 and 2009

48Consolidated Statements of Operations for the
    three years ended December 31, 2010, 2009 and 2008

49Consolidated Statements of Stockholders
    Equity for the three years ended December 31, 2010, 2009
    and 2008

50Consolidated Statements of Cash Flow for the
    three years ended December 31, 2010, 2009 and 2008

51Consolidated Statements of Comprehensive Income
    for the three years ended December 31, 2010, 2009 and
    2008

53Notes to Consolidated Financial Statements

54   45




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             BDO
    USA, LLP
    46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
            BDO
    USA, LLP
    47




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED BALANCE SHEETS
  At December 31,2010


2009(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
25,531


$
34,253Accounts receivable, net of allowance for doubtful accounts and
    sales returns of $453 and $417 at December 31, 2010 and
    2009, respectively


20,733



17,715Inventories


10,310



10,866Prepaid expenses and other current assets


1,661



1,045Investment in sales-type leases, current portion


3,578



3,397Deferred tax asset


3,135



4,238Total current assets


64,948



71,514Property and equipment, net of accumulated depreciation of
    $14,491 and $11,713 at December 31, 2010 and 2009,
    respectively


12,035



9,667Goodwill


3,957



2,450Intangible assets, net of accumulated amortization of $529 and
    $336 at December 31, 2010 and 2009, respectively


9,345



1,454Software development costs, net of accumulated amortization of
    $4,226 and $3,365 at December 31, 2010 and 2009,
    respectively


2,637



2,534Deferred tax asset


2,615



1,898Investment in sales-type leases, non-current portion


10,002



7,441Other assets


1,070



832Total assets

$
106,609


$
97,790LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
5,795


$
4,479Accrued expenses


7,513



5,761Deferred service contract revenue, current portion


3,205



2,286Total current liabilities


16,513



12,526Deferred service contract revenue, non-current portion


71



42Other long term liabilities


1,374



Total liabilities


17,958



12,568Commitments and contingenciesStockholders equity:Common stock, $0.01 par valueAuthorized: 50 million shares; Issued and outstanding:
    17,791 shares and 18,111 shares at December 31,
    2010 and 2009, respectively


178



181Preferred Stock, $0.01 par value; Authorized
    1.0 million shares: Callable Series C shares issued
    and outstanding: none






Additional paid-in capital


89,703



87,692Other comprehensive income


140



560Accumulated deficit


(1,370
)


(3,211
)Total stockholders equity


88,651



85,222Total liabilities and stockholders equity

$
106,609


$
97,790    48




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  For the Years Ended December 31,2010


2009


2008(in thousands, except per share data)RevenuesIDD instruments

$
32,083


$
26,018


$
35,128IDD consumables and service


61,112



52,213



46,643Sample processing instruments and supplies


14,408



14,335



13,731Personalized medicine services


69







Total revenues


107,672



92,566



95,502Cost of RevenueIDD instruments


21,237



16,778



19,605IDD consumables and service


24,489



20,158



19,995Sample processing instruments and supplies


6,619



6,965



6,863Personalized medicine services


441







Total cost of revenue


52,786



43,901



46,463Gross profit


54,886



48,665



49,039Marketing and selling


19,829



16,122



15,706General and administrative


17,387



13,321



12,009Research and development, net


14,562



11,411



10,357Total operating expenses


51,778



40,854



38,072Operating income


3,108



7,811



10,967Other income (expense):Interest income


1,123



857



1,180Interest expense


(10
)


(21
)


(11
)Manufacturing transition rights










1,232Foreign currency transaction (loss) gain and other


(91
)


58



8Income before provision for income taxes


4,130



8,705



13,376Provision for income taxes


1,088



2,454



4,363Net income

$
3,042


$
6,251


$
9,013Net income per share  basic

$
0.17


$
0.35


$
0.49Net income per share  diluted

$
0.17


$
0.35


$
0.48Weighted average common shares outstanding  basic


17,903



17,727



18,246Weighted average common shares outstanding  diluted


18,019



17,874



18,728    49




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
   Additional


Accumulated OtherCommon Stock


Paid-In


Comprehensive


AccumulatedShares*


Amount


Capital


Income


Deficit


Total(In thousands)Balance, January 1, 2008


18,601


$
186


$
84,289


$
345


$
(9,886
)

$
74,934Common stock issued on exercise of options


369



4



1,808











1,812Restricted stock grants to employees


119



1



(1
)










Tax benefit from stock option exercises










760











760Translation adjustment, net of tax














70







70Stock based compensation expense










2,467











2,467Purchase of common stock for retirement


(1,051
)


(11
)


(5,655
)






(7,458
)


(13,124
)Settlement on restricted stock tax withholding


(2
)






(22
)










(22
)Net income for year


















9,013



9,013Balance, December 31, 2008


18,036



180



83,646



415



(8,331
)


75,910Common stock issued on exercise of options


221



2



1,448











1,450Common stock issued on exercise of restricted stock units


17



















Restricted stock grants to employees


113



2



(2
)










Tax benefit from stock option exercises










416











416Translation adjustment, net of tax














145







145Stock based compensation expense










3,729











3,729Cancellation of restricted stock


(9
)


















Purchase of common stock for retirement


(251
)


(3
)


(1,366
)






(1,131
)


(2,500
)Settlement on restricted stock tax withholding


(16
)






(179
)










(179
)Net income for year


















6,251



6,251Balance, December 31, 2009


18,111



181



87,692



560



(3,211
)


85,222Common stock issued on exercise of options


22







31











31Common stock issued on exercise of restricted stock units


10



















Restricted stock grants to employees


23



















Tax shortfall from stock option exercises










(61
)










(61
)Translation adjustment, net of tax














(420
)






(420
)Stock based compensation expense










4,157











4,157Cancellation of restricted stock


(15
)


















Purchase of common stock for retirement


(330
)


(3
)


(1,801
)






(1,201
)


(3,005
)Settlement on restricted stock tax withholding


(30
)






(315
)










(315
)Net income for year


















3,042



3,042Balance, December 31, 2010


17,791


$
178


$
89,703


$
140


$
(1,370
)

$
88,651     *
    
    Shares outstanding (does not include unvested restricted stock
    units or vested restricted stock units which have not been
    settled)   50




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,2010


2009


2008(In thousands)Cash flows from operating activities:Net income

$
3,042


$
6,251


$
9,013Adjustments to reconcile net income to net cash provided by
    operating activities:Loss on disposal of fixed assets


41



74



185Loss on foreign currency remeasurement


155







Deferred taxes


(217
)


(182
)


2,158Tax benefit from stock option exercises


(99
)


(416
)


(760
)Depreciation and amortization


4,164



3,523



3,127Stock based compensation


4,157



3,729



2,467Changes in operating assets and liabilities:Accounts receivable


(3,062
)


2,546



(4,186
)Inventories


512



(909
)


(71
)Prepaid expenses and other assets


(779
)


1,280



(1,890
)Investment in sales-type leases


(2,790
)


(1,677
)


112Accounts payable


1,100



(1,820
)


2,010Accrued expenses


1,593



(713
)


762Deferred service contract revenue


938



373



500Net cash provided by operating activities


8,755



12,059



13,427Cash flows from investing activities:Acquisition of business


(4,630
)






Purchase of assets from European distributor


(660
)






Acquisition of property and equipment


(4,564
)


(2,905
)


(3,588
)Purchase of core technology


(3,284
)






Software development costs capitalized


(754
)


(835
)


(1,178
)Purchase of short-term investments in marketable securities










(1,857
)Sale of short-term investments in marketable securities






2,157



Net cash used in investing activities


(13,892
)


(1,583
)


(6,623
)Cash flows from financing activities:Issuance of common stock and warrants for cash


31



1,450



1,812Settlement on restricted stock tax withholding


(315
)


(179
)


(22
)Repurchase of common stock


(3,005
)


(2,500
)


(13,124
)Tax benefit from stock option exercises


99



416



760Net cash used in financing activities


(3,190
)


(813
)


(10,574
)Net foreign currency translation adjustments


(395
)


145



70Net increase (decrease) in cash and cash equivalents


(8,722
)


9,808



(3,700
)Cash and cash equivalents at beginning of year


34,253



24,445



28,145Cash and cash equivalents at end of year

$
25,531


$
34,253


$
24,445 51




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  For the Year Ended December 31,2010


2009


2008(In thousands)Supplemental schedule of non-cash investing and financing
    activities:During the year ended December 31, 2010, the Company
    disposed of property and equipment with a cost and accumulated
    depreciation of $666 and $625, respectively.Fair value of contingent consideration in connection with
    business acquisition completed in the year ended
    December 31, 2010 was $1.2 millionDuring the year ended December 31, 2009, the Company
    disposed of property and equipment with a cost and accumulated
    depreciation of $122 and $48, respectively.During the year ended December 31, 2008, the Company
    disposed of property and equipment with a cost and accumulated
    depreciation of $957 and $773, respectively.Supplemental disclosure of cash flow information:Cash paid for income taxes

$
2,523


$
2,729


$
2,200Cash paid for interest

$
9


$
21


$
11    52




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  For the Year Ended December 31,2010


2009


2008(In thousands)Net income

$
3,042


$
6,251


$
9,013Foreign currency translation, net of tax


(420
)


145



70Comprehensive income

$
2,622


$
6,396


$
9,083    53




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of Business    2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Principles
    of Consolidation
    Cash
    Equivalents
    Investments
    in Marketable Securities
    
    Level 1inputs are quoted prices (unadjusted) in
    active markets for identical assets or liabilities that the
    reporting entity has the ability to access at the measurement
    date.
    Level 2inputs include quoted prices for similar
    assets or liabilities in active markets, quoted prices for
    identical or similar assets or liabilities in markets that are
    not active, inputs other than quoted prices that are observable
    for the asset or liability and inputs that are derived
    principally from or corroborated by observable market data by
    correlation or other means.
    Level 3inputs are unobservable inputs for the asset
    or liability 54




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Accounts
    Receivable
      Inventories
    Property
    and Equipment
    Goodwill
    and Intangible Assets
  Intangibles-
    Goodwill and Other
  Property, Plant and
    Equipment
 55




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-AverageAmortization


GrossPeriod (in


Carrying


Accumulated


IntangibleYears)


Amount


Amortization


Assets, Net(Dollars in thousands)Intangible assets subject to amortization:Core technology


17


$
8,164


$
(513
)

$
7,651Customer relationships


5



6



(1
)


5Non-compete agreements


3



100



(15
)


85Subtotal





$
8,270


$
(529
)


7,741Intangible assets not subject to amortization:CLIA License














1,604Goodwill














3,957Total intangible assets, net













$
13,302       Weighted-AverageAmortization


GrossPeriod (in


Carrying


Accumulated


IntangibleYears)


Amount


Amortization


Assets, Net(In thousands)Intangible assets subject to amortization:Core technology


20


$
1,790


$
(336
)

$
1,454Intangible assets not subject to amortization:Goodwill














2,450Total













$
3,904    56




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
3302012


3302013


3162014


2972015


296Thereafter


2,888$
4,457       Balance at December 31, 2009

$
2,450Addition recorded in connection with acquisition


1,507Balance at December 31, 2010

$
3,957     Software
    Development Costs
  product-by-product
    Impairment
    of Long-Lived Assets
   57




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    recognition
  Revenue Recognition.
  Leases
         58




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shipping
    and Handling Costs
  605-45-45-20.
    Warranties
    Advertising &
    Literature Expenditures
    Research
    and Development Expenditures
      Income
    Taxes
  740-10, Income Taxes
 59




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Exchange Translation
    Fair
    Value of Financial Instruments
    Earnings
    Per Share
  Earnings Per Share
 60




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2010


2009


2008(In thousands)Weighted average common shares outstanding  basic


17,903



17,727



18,246Effect of dilutive securitiesStock options


94



111



366Restricted common shares and restricted stock units


22



36



80Warrants










36Weighted average common shares outstanding  diluted


18,019



17,874



18,728   Stock
    Based Compensation
  Compensation  Stock Compensation
    Foreign
    Currency Hedge
    Accounting for Derivatives
    Instruments and Hedging Activities,
   61




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Reporting
  Segment Reporting
  Reclassifications
      Certain
    Risks and Uncertainties
          Recent
    Accounting Pronouncements
  2010-29, Business Combinations- Disclosure of Supplementary Pro Forma
    Information
 62




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-29
  2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20
  2010-20
  2009-14, Certain Revenue Arrangements That Include Software
    Elements Software 2009-14, 2009-14
  2009-13, Multiple-Deliverable Revenue Arrangements Revenue Recognition 2009-13 2009-13
  No. 2010-28  When to Perform Step 2 of the Goodwill Impairment Test for
    Reporting Units with Zero or Negative Carrying Amounts. 2010-28 2010-28
  3.
    Acquisitions   63




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    to expand beyond its initial molecular pathology test menu by
    adding other molecular panels, flow cytometry for the detection
    and monitoring of leukemia and lymphoma, FISH testing, and
    proprietary new tests based on the Companys NADiA
    technology platform;
    to have better control of all aspects of the commercial
    operations of the NADiA platform, starting with NADiA ProsVue;
    to enable the acceleration of the development efforts of the
    NADiA technology product pipeline; and
    to enter the attractive personalized medicine market due to its
    significant growth potential.    (In thousands)Cash

$
4,630Fair value of contingent consideration


1,210Total purchase price

$
5,840       (In thousands)Current assets

$
74Property and equipment


523Core technology


3,090CLIA License


1,604Customer relationships


6Non-compete agreements


100Goodwill


1,507Other assets


31Current liabilities


(316
)Lease obligations


(178
)Other liabilities


(61
)Deferred tax liability, net


(540
)Total purchase price

$
5,840  64




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            For the Years Ended December 31,2010

2009(In thousands)Revenue

$
107,697


$
92,570Net income


1,720



3,803Net income per basic and diluted share

$
0.10


$
0.21   ®
 65




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Investments
    in Marketable Securities  Fair Value
    Measurement
  Level 1
  Level 2
  Level 3
    5.
    Inventories    At December 31,2010


2009(In thousands)Finished goods

$
3,423


$
2,595Work-in-process


181



214Raw materials, parts and
    sub-assemblies


6,706



8,057Inventories

$
10,310


$
10,866  66




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Property
    and Equipment    At December 31,2010


2009(In thousands)Machinery and equipment

$
13,894


$
11,145Leasehold improvements


8,021



6,385Tooling, dies and molds


1,224



2,158Furniture and fixtures


2,088



1,152Rental units


1,299



54026,526



21,380Less: accumulated depreciation


(14,491
)


(11,713
)$
12,035


$
9,667     7.
    Sales-type
    Leases    At December 31,2010


2009(In thousands)Total minimum lease payments

$
16,044


$
12,735Less: unearned income


(2,464
)


(1,897
)Net investment in sales-type leases


13,580



10,838Less: current portion


(3,578
)


(3,397
)Net investment in sales-type leases, non-current portion

$
10,002


$
7,441     (In thousands)Year Ending December 31,2011

$
3,5782012


3,1512013


2,7362014


2,3662015


1,509Thereafter


240$
13,580    67




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (In thousands)Low risk

$
12,128Moderate risk


785High Risk


667$
13,580     8.
    Bank
    Credit Facility      9.
    Accrued
    Expenses    At December 31,2010


2009(In thousands)Accrued bonuses

$
1,762


$
197Accrued commissions


824



607Accrued payroll


1,059



1,334Accrued vacation


1,624



1,234Accrued professional fees


499



416Accrued warranty


705



946Accrued laboratory information system implementations


487



335Accrued  other


553



692$
7,513


$
5,761  68




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At December 31,2010


2009(In thousands)Balance  beginning of year

$
946


$
808Additions for provisions during year


797



1,137Reductions during year


(1,038
)


(999
)Balance  end of year

$
705


$
946   10.
    Income
    Taxes    For the Years Ended December 31,2010


2009


2008(In thousands)Current:Federal

$
514


$
1,879


$
2,323Foreign


63







State


665



757



6441,242



2,636



2,967Deferred:Federal


243



364



1,182Foreign


170



(32
)


(55
)State


(567
)


(514
)


269(154
)


(182
)


1,396$
1,088


$
2,454


$
4,363     For the Years Ended December 31,2010


2009


2008(In thousands)Domestic

$
3,541


$
8,821


$
13,557Foreign


589



(116
)


(181
)$
4,130


$
8,705


$
13,376  69




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2010


2009


2008(In thousands)Tax provision computed at Federal statutory rate

$
1,404


$
2,960


$
4,549State taxes, net of federal benefit


252



544



499R&D tax credits


(790
)


(258
)


(507
)Incentive stock options


293



303



(10
)Nondeductible expenses


72



(83
)


(120
)Change in valuation allowance


(45
)


(269
)


(260
)Rate differential on Foreign Income


(9
)


(32
)


(55
)Prior year return to provision adjustment


(61
)


(772
)


Other


(28
)


61



267$
1,088


$
2,454


$
4,363     At December 31,2010


2009(In thousands)Depreciation and amortization

$
(2,738
)

$
(998
)Allowance for doubtful accounts


187



166Accrued liabilities


1,382



1,562Inventory


145



196Stock compensation


2,132



1,449Net operating loss carryforwards


2,740



1,264Tax credits


3,603



3,585Valuation allowance


(598
)


(335
)State deferred taxes


(1,103
)


(753
)$
5,750


$
6,136   non-U.S. subsidiaries non-U.S. subsidiaries.
     70




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      740-10, Income Taxes
        For the Years EndedDecember 31,2010


2009


2008(In thousands)Balance at January 31

$
1,282


$
998


$
616Additions for current year tax positions


626



284



382Balance at December 31

$
1,908


$
1,282


$
998    71




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Stock-Based
    Compensation  Stock Compensation,
  For the Years EndedDecember 31,2009


2009


2008(In thousands)Cost of sales

$
357


$
417


$
341Marketing and selling


688



631



398General and administrative


2,233



2,026



1,210Research and development


879



655



518Stock-based compensation

$
4,157


$
3,729


$
2,467   Stock
    Options
      Number of Option SharesAvailablePlan

Authorized


Exercised


Outstanding


for Grant(In thousands)1994 Plan


700



680



20



1998 Plan


4,100



2,717



899



2007 Plan


3,300







1,849



7948,100



3,397



2,768



794  72




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted Average


AverageShares


Exercise Price


Intrinsic Value(In thousands, except for per share)Outstanding at January 1, 2008


1,861


$
11.62Granted


502


$
13.03Exercised


(369
)

$
4.90Canceled or expired


(20
)

$
11.47Outstanding at December 31, 2008


1,974


$
13.24Granted


571


$
9.02Exercised


(197
)

$
7.34Canceled or expired


(143
)

$
13.10Outstanding at December 31, 2009


2,205


$
12.97Granted


827


$
10.74Exercised


(22
)

$
1.44Canceled or expired


(241
)

$
14.52Outstanding at December 31, 2010 average remaining
    life  4.8 years


2,769


$
12.26


$
1,564Exercisable at December 31, 2010, average remaining
    life  3.2 years


1,642


$
13.30


$
1,217     in-the-money non-vested
   73




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended December 31,2010

2009

2008(In thousands)Risk free interest rate


1.75
%


2.0
%


2.4
%Expected lives (years)


4.35



4.0



3.0Expected volatility


56.57
%


60.5
%


48
%Expected dividend yield










       WeightedAverageGrant DateShares


Fair Value(In thousands)Non-vested options at January 1, 2010


933


$
11.26Granted


827


$
11.91Vested


(524
)

$
11.40Forfeited or expired


(109
)

$
5.88Non-vested options at December 31, 2010


1,127


$
10.74     Restricted
    Shares
  1 4 1 4
 74




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedShares


Average Grantand


Date Fair ValueUnits


per Share(In thousands, except for per share)Unvested at January 1, 2010


248


$
11.40Granted


193


$
10.80Vested during period


(134
)

$
11.56Cancelled during period


(21
)

$
11.73Unvested at December 31, 2010


286


$
10.89       12.
    Capital
    Stock      13.
    Common
    Stock Repurchase Plan  12-month
  12-month
  12-month
 75




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        14.
    Employee
    Benefits    15.
    Manufacturing
    Transition Rights        16.
    Shelf
    Registration  Form S-3 Form S-3
 76




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Commitments
    and Contingencies  Leases
      OperatingLeases(In thousands)Year Ended December 31,2011

$
2,3582012


2,1482013


2,0522014


1,5282015


1,190Thereafter


114$
9,390     Litigation
    Guarantees
   77




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Supplier
    Concentration    19.
    Segments
    and Geographic Information  Segment Reporting
         78




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    UnallocatedSample


Personalized


CorporateIDD


Processing


Medicine


Expenses


Total(In thousands)For the Year Ended December 31, 2010Revenues

$
93,195


$
14,408


$
69


$



$
107,672Gross profit (loss)


47,469



7,789



(372
)






54,886Marketing and selling


17,375



1,189



1,265







19,829General and administrative


6,386



1,360



1,872



7,769



17,387Research and development, net


8,840



619



5,103







14,562Total operating expenses


32,601



3,168



8,240



7,769



51,778Operating income (loss)


14,868



4,621



(8,612
)


(7,769
)


3,108Interest income


141



26







956



1,123Interest expense














(10
)


(10
)Depreciation and amortization


3,612



181



357



14



4,164Segment pre-tax income (loss)


15,744



4,545



(8,620
)


(7,539
)


4,130Segment assets


76,981



12,683



11,195



5,750



106,609Investment in long-lived assets


24,281



3,720



11,045







39,046For the Year Ended December 31, 2009Revenues

$
78,231


$
14,335


$



$



$
92,566Gross profit


41,295



7,370











48,665Marketing and selling


14,999



1,123











16,122General and administrative


5,077



1,345







6,899



13,321Research and development, net


6,275



824



4,312







11,411Total operating expenses


26,351



3,292



4,312



6,899



40,854Operating income (loss)


14,944



4,078



(4,312
)


(6,899
)


7,811Interest income


663



25







169



857Interest expense














(21
)


(21
)Depreciation and amortization


3,051



230



226



16



3,523Segment pre-tax income (loss)


16,787



4,014



(4,262
)


(7,834
)


8,705Segment assets


78,453



8,784



4,417



6,136



97,790Investment in long-lived assets


19,681



399



4,298







24,378   79




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  UnallocatedSample


Personalized


CorporateIDD


Processing


Medicine


Expenses


Total(In thousands)For the Year Ended December 31, 2008Revenues

$
81,771


$
13,731


$



$



$
95,502Gross profit


42,171



6,868











49,039Marketing and selling


14,687



1,019











15,706General and administrative


5,459



1,183







5,367



12,009Research and development, net


5,443



658



4,256







10,357Total operating expenses


25,589



2,860



4,256



5,367



38,072Operating income (loss)


16,582



4,008



(4,256
)


(5,367
)


10,967Interest income


28











1,152



1,180Interest expense














(11
)


(11
)Depreciation and amortization


2,784



218



109



16



3,127Segment pre-tax income (loss)


16,479



5,113



(4,256
)


(3,960
)


13,376Segment assets


75,100



6,050



3,950



5,538



90,638Investment in long-lived assets


18,229



419



3,916







22,564      80




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##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    Valuation
    and Qualifying Accounts  AdditionsCharged to

Charged toBeginning

Costs and

Other



EndingBalance

Expenses

Accounts

Deductions

Balance(In thousands)Year Ended December 31, 2010Allowance for doubtful accounts

$
369


$



$
43


$
(7
)(1)

$
405Allowance for sales returns


48












(1)


48Reserve for inventory obsolescence


983



131







(969
)(1)


145Valuation of deferred tax assets


335







308



(45
)(2)


598Year Ended December 31, 2009Allowance for doubtful accounts

$
410


$



$
(20
)

$
(21
)(1)

$
369Allowance for sales returns


35







13







48Reserve for inventory obsolescence


846



255







(118
)(1)


983Valuation of deferred tax assets


596











(261
)(2)


335Year Ended December 31, 2008Allowance for doubtful accounts

$
401


$
26


$



$
(17
)(1)

$
410Allowance for sales returns


35












(1)


35Reserve for inventory obsolescence


623



462







(239
)(1)


846Valuation of deferred tax assets


856











(260
)(2)


596     (1)
    
    Relates to the write-off of accounts receivable, return of
    merchandise, disposal of obsolete inventory or specific portion
    of the accounts receivable reserve or reserve for sales returns
    no longer needed.(2)
    
    Valuation adjustment relating to realization of deferred tax
    assets.  21.
    Selected
    Quarterly Data (Unaudited)    2010 Quarter EndedMarch 31

June 30

September 30

December 31(In thousands, except per share)Net revenues

$
25,980


$
26,688


$
25,726


$
29,278Gross profit


13,254



14,495



13,159



13,978Net income


1,042



624



924



452Net income per share  basic


0.06



0.03



0.05



0.03Net income per share  diluted


0.06



0.03



0.05



0.03   2009 Quarter EndedMarch 31

June 30

September 30

December 31(In thousands, except per share)Net revenues

$
21,575


$
22,342


$
22,186


$
26,463Gross profit


11,695



11,332



12,182



13,456Net income


1,392



1,012



1,916



1,931Net income per share  basic


0.08



0.06



0.11



0.11Net income per share  diluted


0.08



0.06



0.11



0.11  81




---



##### Table of Contents



IRIS
    INTERNATIONAL, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    2010 results include the operating losses, including acquisition
    related costs, of approximately $3.7 million related to our
    acquisition in July 2010 of Arista Molecular, Inc. In addition,
    we incurred $923,000 in CFO and related transition costs,
    $1.1 million for foreign currency translation loss and
    $800,000 related to higher instrument cost of goods due to a
    price premium on the last purchase of automated chemistry
    analyzers from Arkray.(2)
    
    2009 results include the following expenses totaling
    $1.1 million; an accrual of $475,000 for payroll taxes
    attributable to the exercise of stock options, $350,000 in
    start-up
    expenses for the initiation of direct sales operations in the UK
    and Germany and $250,000 for product retrofit costs related to
    the voluntary recall of approximately 1,565 StatSpin Express 4
    Centrifuges.  21.
    Shareholders
    Rights Plan     82




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure
    Controls and Procedures.
    Managements
    Annual Report on Internal Control over Financial
    Reporting.
  Rules 13a-15(f) 15d-15(f)
  Internal Control  Integrated
    Framework
  Attestation
    Report of the Registered Public Accounting Firm.
  Form 10-K.
  Changes
    in Internal Control over Financial Reporting.
    Limitations
    on the Effectiveness of Controls.
    Item 9B.
    Other
    Information.   83




---



##### Table of Contents



PART III  Form 10-K Form 10-K,
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.        Item 11.
    Executive
    Compensation.        Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.      Item 14.
    Principal
    Accounting Fees and Services.   84




---



##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  (a)  Documents
    filed as part of this report
  Financial Statements
  Form 10-K,
  Financial Statement Schedules
    The following exhibits are included herein or incorporated
    herein by reference:
  Exhibit



Incorporated by Reference

FiledNumber

Description

Form

File Number

Exhibit

Filing Date

Herewith2
.1

Merger Agreement, dated July 26, 2010, by and among Iris
    International, Inc., AlliedPath Inc., and API Acquisition Corp.

8-K

001-11181

2.1

July 30, 2010

3
.1(a)

Certificate of Incorporation, filed June 9, 1987

8-K

001-11181

3.1(a)

September 29, 2010

3
.1(b)

Certificate of Amendment of Certificate of Incorporation, filed
    July 9, 1993

8-K

001-11181

3.1(b)

September 29, 2010

3
.1(c)

Certificate of Amendment of Certificate of Incorporation, filed
    June 6, 2001

8-K

001-11181

3.1(c)

September 29, 2010

3
.1(d)

Certificate of Ownership and Merger, filed November 26, 2003

8-K

001-11181

3.1(d)

September 29, 2010

3
.1(e)

Certificate of Correction of Certificate of Ownership and
    Merger, filed December 11, 2003

8-K

001-11181

3.1(e)

September 29, 2010

3
.1(f)

Certificate of Designation of Rights, Preferences and Privileges
    of Series A Preferred Stock, filed September 27, 2010

8-K

001-11181

3.1(f)

September 29, 2010

3
.2(a)

Restated Bylaws

10-KSB

001-11181

3.2

March 26, 2004

3
.2(b)

Amendment to Amended and Restated Bylaws

8-K

001-11181

3.2

July 18, 2007

3
.2(c)

Amendment to Amended and Restated Bylaws

8-K

001-11181

3.3

January 20, 2010

4
.1

Rights Agreement, dated as of September 24, 2010, between the
    Registrant and Continental Stock Transfer & Trust Company,
    as Rights Agent, including the Certificate of Designation of
    Rights, Preferences and Privileges of Series A Preferred Stock,
    the Form of Rights Certificate, and the Summary of Rights to
    Purchase Preferred Stock, attached thereto as Exhibits A, B and
    C, respectively.

8-K

001-11181

4.1

September 29, 2010

 85




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description

Form

File Number

Exhibit

Filing Date

Herewith10
.1(a)

Key Employee Agreement, dated February 13, 2004, between the
    Registrant and Cesar M Garcia.

10-K

001-11181

10.8(i)

March 26, 2004

10
.1(b)

First Amendment to Key Employee Agreement, dated December 21,
    2006, between the Registrant and Cesar M Garcia.

10-K

001-11181

10.9(b)

March 23, 2007

10
.1(c)

Second Amendment to Key Employee Agreement, dated November 14,
    2007, between the Registrant and Cesar M. Garcia.

8-K

001-11181

10.1

November 14, 200710
.1(d)

Third Amendment to Key Employee Agreement for Cesar M. Garcia
    effective May 14, 2010 between IRIS International, Inc. and
    Cesar M. Garcia.

8-K

001-11181

10.1

September 7, 2010

10
.2(a)

Key Employee Agreement, dated March 1, 2007, between the
    Registrant and Thomas E. Warekois.

10-K

001-1181

10.12

March 14, 2008

10
.2(b)

Amendment to Key Employee Agreement for Thomas Warekois,
    effective May 14, 2010 between IRIS International, Inc. and
    Thomas Warekois.

8-K

001-11181

10.3

September 7, 2010

10
.3(a)

Key Employee Agreement, dated November 7, 2007, between the
    Registrant and Robert Mello.

8-K

001-11181

10.2

November 14, 200710
.3(b)

Amendment to Key Employee Agreement for Robert Mello, effective
    May 14, 2010 between IRIS International, Inc. and Robert Mello.

8-K

001-11181

10.2

September 7, 2010

10
.4

Key Employee Agreement for Thomas H. Adams, PhD, dated September
    2, 2010 between IRIS International, Inc. and Thomas H.
    Adams, Ph.D.

8-K

001-11181

10.5

September 7, 2010

10
.5

Key Employee Agreement for Amin Khalifa

8-K

001-11181

10.1

October 13, 2010

dated October 11, 2010 between IRIS International, Inc. and Amin
    Khalifa.10
.6

Key Employee Agreement for Richard A. OLeary, dated
    February 14, 2011, between IRIS International, Inc. and Richard
    A. OLeary

8-K

001-11181

10.1

February 17, 2011

10
.7(a)

Key Employee Agreement, dated November 7, 2007, between the
    Registrant and John Yi.

8-K

001-11181

10.3

November 14, 2007 86




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description

Form

File Number

Exhibit

Filing Date

Herewith10
.7(b)

Amendment to Key Employee Agreement for John Yi, effective May
    14, 2010 between IRIS International, Inc. and John Yi.

8-K

001-11181

10.4

September 7, 2010

10
.8

Key Employee Agreement for Philip Ginsburg, dated July 28, 2010,
    by and between Iris International, Inc. and Philip Ginsburg.

8-K

001-11181

10.1

July 30, 2010

10
.9

Key Employee Agreement for Vance Randal White, dated July 28,
    2010, by and between Iris International, Inc. and Vance Randal
    White.

8-K

001-11181

10.2

July 30, 2010

10
.10

1994 Stock Option Plan and forms of Stock Option Agreements.

S-8

33-82560

n/a



10
.11

1997 Stock Option Plan and form of Stock Option Agreement.

S-8

333-31393

4.2(a),
    4.2(b)

July 16, 1997

10
.12

Amended and Restated 1998 Stock Option Plan.

10-K

001-11181

10.6

March 23, 2007

10
.13(a)

2007 Stock Incentive Plan.

S-8

333-145635

4.3

August 22, 2007

10
.13(b)

Amendment No. 1 to 2007 Stock Incentive Plan

8-K

001-11181

10.1

May 29, 2009

10
.14

Form of Restricted Stock Unit Agreement.

10-K

001-11181

10.18

March 16, 2010

10
.15

Form of Non-Qualified Stock Option Agreement.

10-K

001-11181

10.19

March 16, 2010

10
.16

Form of Incentive Stock Option Agreement.

10-K

001-11181

10.20

March 16, 2010

10
.17

Form of Restricted Stock Unit Deferral Election.

10-K

001-11181

10.21

March 16, 2010

10
.18

Letter Agreement, May 11, 2010, between IRIS International, Inc.
    and Avant Advisory Group.

10-Q

001-11181

10.1

August 6, 2010

10
.19(a)

Lease for Property Located at 9172 Eton Avenue, Chatsworth,
    California, dated November 29, 2001.

10-K

001-11181

10.1(a)

April 1, 2002

10
.19(b)

Amendment No. 1, dated October 17, 2005, to the Lease for
    Property Located at 9172 Eton Avenue, Chatsworth, California,
    dated November 28, 2001.

8-K

001-11181

10.2

November 18, 2005

10
.20

Lease for Property Located at 9158-9162 Eton Avenue, Chatsworth,
    California, dated October 17, 2005.

8-K

001-11181

10.1

November 18, 2005

10
.21

Lease for Property Located at 9232 Eton Avenue, Chatsworth,
    California, dated February 8, 2010.

10-K

001-11181

10.17

March 16, 2010

10
.22(a)

Business Loan Agreement dated May 25, 2004 by and between the
    Registrant and California Bank & Trust.

10-K

001-11181

10.3(b)

March 16, 2005

 87




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description

Form

File Number

Exhibit

Filing Date

Herewith10
.22(b)

Change in Terms Agreement dated March 24, 2006 by and between
    the Registrant and California Bank & Trust.

10-K

001-11181

10.6(b)

March 16, 2010

10
.22(c)

Change in Terms Agreement dated May 1, 2008 by and between the
    Registrant and California Bank & Trust.

8-K/A

001-11181

10.2

July 14, 2008

10
.22(d)

Letter Agreement, dated June 9, 2010, between IRIS
    International, Inc. and California Bank & Trust.

10-Q

001-11181

10.2

August 6, 2010

10
.23

Commercial Guaranty Agreement dated May 25, 2004 by and between
    the Registrant, StatSpin, Inc (the Registrants affiliate)
    and California Bank & Trust.

10-K

001-11181

10.3(f)

March 16, 2005

10
.24

Commercial Security Agreements dated May 25, 2004 by and between
    the Registrant and California Bank & Trust.

10-K

001-11181

10.3(d)

March 16, 2005

10
.25(a)

Business Loan Agreement dated March 24, 2006 by and between the
    Registrant and California Bank & Trust.

10-K

001-11181

10.8(b)

March 16, 2010

10
.25(b)

Change in Terms Agreement dated March 24, 2006 by and between
    the Registrant and California Bank & Trust.

10-K

001-11181

10.8(c)

March 16, 2010

10
.25(c)

Change in Terms Agreement dated May 1, 2008 by and between the
    Registrant and California Bank & Trust.

8-K/A

001-11181

10.1

July 14, 2008

10
.25(d)

Change in Terms Agreement, dated August 31, 2010, by and between
    IRIS International, Inc. and California Bank & Trust.

8-K

001-11181

10.1

September 2, 2010

10
.26

Commercial Guaranty, dated August 31, 2010, by IRIS Molecular
    Diagnostics, Inc.

8-K

001-11181

10.2

September 2, 2010

10
.27

Commercial Security Agreement, dated August 31, 2010, by and
    among IRIS Molecular Diagnostics, Inc., IRIS International, Inc.
    and California Bank & Trust.

8-K

001-11181

10.3

September 2, 2010

21


List of Subsidiaries.









*23
.1

Consent of BDO USA, LLP.









*24
.1

Power of Attorney (included on signature page)









*31
.1

Certification of Principal Executive officer pursuant to
    Securities Exchange Act Rules 13a-14 and 15d-14 as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.









* 88




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description

Form

File Number

Exhibit

Filing Date

Herewith31
.2

Certification of Principal Financial officer pursuant to
    Securities Exchange Act Rules 13a-14 and 15d-14 as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.









*32
.1

Certification of Principal Executive officer pursuant to
    Securities Exchange Act Rules 13a-14(b) of the Exchange Act and
    18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.









*32
.2

Certification of Principal Financial officer pursuant to
    Securities Exchange Act Rules 13a-14(b) of the Exchange Act and
    18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.









*     
    
    Each a management contract or compensatory plan or arrangement
    required to be filed as an exhibit to this annual report on
    Form 10-K. 89




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##### Table of Contents



SIGNATURES  Form 10-K
  IRIS INTERNATIONAL, INC.
  By:
    /s/  CESAR
    M. GARCIA     POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title

Date/s/  CESAR
    M. GARCIACesar
    M. Garcia

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

March 16, 2011/s/  AMIN
    I. KHALIFAAmin
    I. Khalifa

Corporate Vice President of Finance and Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 16, 2011/s/  THOMAS
    H. ADAMSThomas
    H. Adams

Director

March 16, 2011/s/  STEVEN
    M. BESBECKSteven
    M. Besbeck

Director

March 16, 2011/s/  DAVID
    T. DELLA PENTADavid
    T. Della Penta

Director

March 16, 2011/s/  BETH
    Y. KARLANBeth
    Y. Karlan

Director

March 16, 2011 90




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##### Table of Contents



Signature

Title

Date/s/  MICHAEL
    D. MATTEMichael
    D. Matte

Director

March 16, 2011/s/  RICHARD
    G. NADEAURichard
    G. Nadeau

Director

March 16, 2011/s/  RICK
    TIMMINSRick
    Timmins

Director

March 16, 2011/s/  EDWARD
    F. VOBORILEdward
    F. Voboril

Director

March 16, 2011/s/  STEPHEN
    E. WASSERMANStephen
    E. Wasserman

Director

March 16, 2011  91