10-Q

FORM 10-Q

United States

Securities and Exchange Commission

Washington, D. C. 20549

(Mark One)
X	Quarterly Report Pursuant to Section 13 or 15(d)
	of the Securities Exchange Act of 1934

For the quarterly period ended:   February 28, 2011

OR

Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Commission File Number: 0-14820

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)

Georgia	22-2408354
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3130 Gateway Drive     Norcross, Georgia 30071

(Address of principal executive offices)    (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X        No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

Yes X      No  

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No  X

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

As of March 31, 2011: Common Stock, $0.10 Par Value – 70,295,559

IMMUCOR, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

PART I.  FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of February 28, 2011 (unaudited) and May 31, 2010	3
	Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2011 (unaudited) and February 28, 2010 (unaudited)	4
	Condensed Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the period June 1, 2010 through February 28, 2011 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2011 (unaudited) and February 28, 2010 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits	28
	SIGNATURES	29

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ITEM 1.   Financial Statements

IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
	February 28, 2011		May 31, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	274,678	$	202,649
Trade accounts receivable, net of allowance for doubtful accounts of $2,270 and $2,122 at          February 28, 2011 and May 31, 2010, respectively		64,378		59,578
Inventories		33,459		35,730
Deferred income tax assets, current portion		14,170		14,807
Prepaid expenses and other current assets		4,054		4,832
Total current assets		390,739		317,596
PROPERTY AND EQUIPMENT, Net		54,037		49,169
GOODWILL		96,385		94,336
INTANGIBLE ASSETS, Net		55,069		57,628
DEFERRED INCOME TAX ASSETS		476		540
OTHER ASSETS		602		565
Total assets	$	597,308	$	519,834
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	8,087	$	7,973
Accrued expenses and other current liabilities		15,731		17,378
Income taxes payable		7,564		12,312
Deferred revenue, current portion		7,954		8,994
Total current liabilities		39,336		46,657
DEFERRED REVENUE		6,854		7,687
DEFERRED INCOME TAX LIABILITIES		11,790		7,368
OTHER LONG-TERM LIABILITIES		2,058		1,999
Total liabilities		60,038		63,711
COMMITMENTS AND CONTINGENCIES (Note 9)		-		-
SHAREHOLDERS' EQUITY:
Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding       70,057,398 and 69,912,449 shares at February 28, 2011 and May 31, 2010, respectively		7,006		6,991
Additional paid-in capital		41,180		36,256
Retained earnings		474,993		409,825
Accumulated other comprehensive income		14,091		3,051
Total shareholders' equity		537,270		456,123
Total liabilities and shareholders' equity	$	597,308	$	519,834

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
	Three Months Ended						Nine Months Ended
	February 28,			February 28,			February 28,			February 28,
	2011			2010			2011			2010
NET SALES	$	83,349		$	80,499		$	248,536		$	246,141
COST OF SALES (exclusive of amortization shown separately below)		24,330			24,785			71,465			72,598
GROSS MARGIN		59,019			55,714			177,071			173,543
OPERATING EXPENSES:
Research and development		3,733			3,409			12,039			11,130
Selling and marketing		8,430			8,388			26,793			27,617
Distribution		3,982			3,579			11,954			10,805
General and administrative		7,936			8,399			25,025			25,907
Amortization expense		1,071			1,065			3,234			3,205
Total operating expenses		25,152			24,840			79,045			78,664
INCOME FROM OPERATIONS		33,867			30,874			98,026			94,879
NON-OPERATING INCOME (EXPENSE):
Interest income		174			56			520			340
Interest expense		(29	)		(16	)		(48	)		(29	)
Other, net		(94	)		(521	)		(35	)		(539	)
Total non-operating income (expense)		51			(481	)		437			(228	)
INCOME BEFORE INCOME TAXES		33,918			30,393			98,463			94,651
PROVISION FOR INCOME TAXES		11,232			10,332			33,295			33,555
NET INCOME	$	22,686		$	20,061		$	65,168		$	61,096
Earnings per share:
Per common share - basic	$	0.32		$	0.29		$	0.93		$	0.87
Per common share - diluted	$	0.32		$	0.28		$	0.92		$	0.86

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(Unaudited, amounts in thousands)
												Accumulated
							Additional					Other		Total
	Common Stock						Paid-In			Retained		Comprehensive		Shareholders’
	Shares			Amount			Capital			Earnings		Income*		Equity
BALANCE, May 31, 2010		69,912		$	6,991		$	36,256		$	409,825	$	3,051	$	456,123
Shares issued under employee stock plan		163			17			660			-		-		677
Share-based compensation expense		-			-			4,509			-		-		4,509
Stock repurchases and retirements		(18	)		(2	)		(349	)		-		-		(351	)
Tax benefits related to share-based compensation		-			-			104			-		-		104
Comprehensive income:
Foreign currency translation adjustments		-			-			-			-		11,040		11,040
Net income		-			-			-			65,168		-		65,168
Total comprehensive income															76,208
BALANCE, February 28, 2011		70,057		$	7,006		$	41,180		$	474,993	$	14,091	$	537,270

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

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

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IMMUCOR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
	Nine Months Ended
	February 28,			February 28,
	2011			2010
OPERATING ACTIVITIES:
Net income	$	65,168		$	61,096
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,411			12,233
Loss on retirement of fixed assets		712			429
Provision for doubtful accounts		396			306
Share-based compensation expense		4,509			4,164
Deferred income taxes		5,142			(2,376	)
Excess tax benefit from share-based compensation		(104	)		(209	)
Changes in operating assets and liabilities:
Accounts receivable, trade		(1,646	)		(5,764	)
Income taxes		(5,183	)		5,662
Inventories		(5,027	)		(9,423	)
Other assets		1,293			182
Accounts payable		(168	)		(1,436	)
Deferred revenue		(2,250	)		(3,349	)
Accrued expenses and other liabilities		(2,587	)		(5,992	)
Cash provided by operating activities		73,666			55,523
INVESTING ACTIVITIES:
Purchases of property and equipment		(5,533	)		(5,679	)
Cash used in investing activities		(5,533	)		(5,679	)
FINANCING ACTIVITIES:
Repurchase of common stock		(351	)		(11,727	)
Proceeds from exercise of stock options		677			269
Excess tax benefit from share-based compensation		104			209
Cash provided by (used in) financing activities		430			(11,249	)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		3,466			566
INCREASE IN CASH AND CASH EQUIVALENTS		72,029			39,161
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		202,649			136,461
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	274,678		$	175,622
SUPPLEMENTAL INFORMATION:
Tax paid	$	33,318		$	30,178
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Movement from inventory to property and equipment of instruments placed on rental agreements		8,657			9,444

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

6

IMMUCOR, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” and, together with its wholly owned subsidiaries, the “Company”) develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, donor centers and reference laboratories in a number of tests performed to detect and identify certain properties of human blood for the purpose of blood transfusion. The Company operates facilities in the United States, Canada, Western Europe and Japan.  The unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and the Securities and Exchange Commission’s (“SEC”) instructions for Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been recorded in the interim periods presented.  These unaudited, condensed consolidated financial statements should be read in conjunction with the Company’s audited, consolidated financial statements and related notes for the year ended May 31, 2010, included in the Company’s Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements present results of operations for the three and nine months ended February 28, 2011. These results are not necessarily indicative of the results that may be achieved for the year ending May 31, 2011, or any other period.

Basis of Consolidation

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

2. INVENTORIES

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

	February 28, 2011		May 31, 2010
	(in thousands)
Raw materials and supplies	$	9,142	$	8,211
Work in process		4,065		4,145
Finished goods		20,252		23,374
	$	33,459	$	35,730

3. SHAREHOLDERS’ EQUITY

During the first quarter of fiscal 2011, in compliance with statutory tax withholding requirements, the Company reacquired from certain restricted shareholders an aggregate of 18,265 shares valued at $0.4 million. During the first quarter of fiscal 2010, the Company similarly either withheld from certain option exercises or reacquired from certain restricted shareholders an aggregate of 9,481 shares valued at $0.2 million. No shares were reacquired for this purpose during the second or third quarters of fiscal 2011 and 2010.  The Company retired these shares and disclosed their value as ‘Stock repurchases and retirements’ in the condensed consolidated statement of shareholders’ equity and comprehensive income and as ‘Repurchase of common stock’ under financing activities in the condensed consolidated statements of cash flows.

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

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4. STOCK REPURCHASE PROGRAM

The Company instituted a stock repurchase program in June 1998. In August 2009, the Board of Directors authorized the Company to repurchase an additional 2,000,000 shares of the Company’s common stock under this repurchase program, bringing the total authorized shares to 11,375,000.

No repurchases were made during the three or nine months ended February 28, 2011. During the three months ended February 28, 2010, no repurchases were made. During the nine months ended February 28, 2010, approximately 650,000 shares were repurchased in the open market under the 1998 repurchase plan for approximately $11.6 million.  Shares that are repurchased by the Company are returned to the status of authorized, but unissued shares.

As of February 28, 2011, 9,178,356 shares had been repurchased under the program, leaving 2,196,644 shares available for repurchase.  The Company’s stock repurchase program does not have an expiration date.

5. SHARE-BASED COMPENSATION

Plan summary

During the first nine months of fiscal 2011, the Immucor, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”) was the only plan under which the Company was authorized to grant stock incentive awards. Under the 2005 Plan, the Company is able to award stock options, stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees and directors. Awards for up to 3,600,000 shares of the Company’s common stock may be granted under the 2005 Plan.  There is a restriction on the number of shares that may be used for awards other than stock options (1,800,000), and a separate restriction on the number of shares that may be used for grants of incentive stock options (also 1,800,000), but there is no restriction on the number of shares that may be used for grants of non-incentive stock options. As of February 28, 2011, awards for 2,564,683 shares have been granted under the 2005 Plan and 1,035,317 shares are still available for future awards, all of which can be awarded as restricted shares. The option exercise price is the closing market price on the date of the grant. Option awards generally vest equally over a four-year period and have a six-year contractual term. Restricted stock awards generally vest equally over a five-year period.  The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the 2005 Plan.

Valuation method used and assumptions

The fair value of each option grant in the three and nine months ended February 28, 2011 and 2010 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	Three Months Ended		Nine Months Ended
	February 28,	February 28,	February 28,	February 28,
	2011	2010	2011	2010
Risk-free interest rate (1)	1.74%	2.07%	1.59%	2.15%
Expected volatility (2)	44.11%	44.70%	43.47%	45.52%
Expected life (years) (3)	4.25	4.25	4.25	4.25
Expected dividend yield (4)	-	-	-	-

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

(2) Expected stock price volatility is based on the average historical volatility of the Company’s shares during the period corresponding to the expected life of the options.

(3) Represents the period of time options are expected to remain outstanding.  As the Company has so far only awarded “plain vanilla options” as described by Accounting Standards Codification (“ASC”) 718-10-S99, “Compensation – Stock Compensation: Overall: SEC Materials,” the Company used the “simplified method” for determining the expected life of the options granted. The “simplified method” calculates expected term as the sum of the vesting term and the original contractual term divided by two. The Company will continue to use the “simplified method” until such time that it has sufficient historical data for options with six-year contractual terms to estimate the expected term of these share-based awards.

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

Stock option activity

The options granted under the 2005 Plan during the nine months ended February 28, 2011 have a six-year term with vesting of 25% at each anniversary of the issuance date.  The Company has not granted any option awards with market or performance conditions. Compensation costs for stock options with tiered vesting terms are recognized evenly over the vesting period.

The following is a summary of the changes in outstanding options for the nine months ended February 28, 2011:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (1)
							(in thousands)
Outstanding at May 31, 2010		2,660,097		$	17.77
Granted  (2)		374,003		$	19.10
Exercised  (3)		(82,254	)	$	8.23
Forfeited		(52,870	)	$	24.82
Expired		(102,318	)	$	24.86
Outstanding at February 28, 2011		2,796,658		$	17.83	3.8	$	13,789
Exercisable at February 28, 2011		1,835,278		$	15.82	3.5	$	12,908

(1) The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of options that are in the money as of the date presented).

(2) The weighted-average grant-date fair value of share options granted during the first nine months of fiscal years 2011 and 2010 was $7.14 and $6.50, respectively.

(3) The total intrinsic value of share options exercised during the first nine months of fiscal years 2011 and 2010 was $1.0 million and $0.5 million, respectively.

As of February 28, 2011, there was $5.7 million of total unrecognized compensation cost related to nonvested stock option awards. This compensation cost is expected to be recognized through February 2015, based on existing vesting terms with the weighted average remaining expense recognition period being approximately 2.3 years.

Restricted stock activity

The restricted stock granted under the 2005 Plan during the nine months ended February 28, 2011 vests 20% at each anniversary of the issuance date.  The Company has not granted any share awards with market or performance conditions. Compensation costs for restricted stock with tiered vesting terms are recognized evenly over the vesting period.

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The following is a summary of the changes in nonvested restricted stock for the nine months ended February 28, 2011:

	Number of Shares			Weighted-Average Grant-Date Fair Value
Nonvested stock outstanding at May 31, 2010		288,168		$	18.54
Granted		211,865		$	19.10
Vested		(80,960	)	$	18.67
Forfeited		(21,251	)	$	18.53
Nonvested stock outstanding at February 28, 2011		397,822		$	18.81

The total fair value of restricted shares vested was $1.6 million and $1.0 million during the nine months ended February 28, 2011 and 2010, respectively.

As of February 28, 2011, there was $5.8 million of total unrecognized compensation cost related to nonvested restricted stock awards. This compensation cost is expected to be recognized through June 2015, based on existing vesting terms with the weighted average remaining expense recognition period being approximately 3.6 years.

6. COMPREHENSIVE INCOME

The components of comprehensive income for the three and nine months ended February 28, 2011 and 2010 are as follows (in thousands):

	Three Months Ended					Nine Months Ended
	February 28,		February 28,			February 28,		February 28,
	2011		2010			2011		2010
Net income	$	22,686	$	20,061		$	65,168	$	61,096
Net foreign currency translation adjustments		5,521		(5,306	)		11,040		381
Comprehensive income	$	28,207	$	14,755		$	76,208	$	61,477

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

7. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per common share is calculated by dividing net income by weighted-average common shares outstanding during the period.  Diluted earnings per common share is calculated by dividing net income by weighted-average common shares outstanding during the period plus dilutive potential common shares, which are determined as follows (in thousands, except per share data):

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	Three Months Ended				Nine Months Ended
	February 28,		February 28,		February 28,		February 28,
	2011		2010		2011		2010
Numerator for basic and diluted earnings per share:
Net Income	$	22,686	$	20,061	$	65,168	$	61,096
Denominator:
For basic earnings per share - weighted average shares basis		70,037		69,869		70,005		70,121
Effect of dilutive stock options and restricted stock		628		587		558		543
Denominator for diluted earnings per share -adjusted weighted average shares basis		70,665		70,456		70,563		70,664
Earnings per common share – basic	$	0.32	$	0.29	$	0.93	$	0.87
Earnings per common share – diluted	$	0.32	$	0.28	$	0.92	$	0.86

Out of the money options were excluded from the above calculation because inclusion of these securities would be anti-dilutive. For the quarters ended February 28, 2011 and 2010, 1,447,893 and 1,674,235, respectively, of out-of-the-money options were excluded. For the nine months ended February 28, 2011 and 2010, 1,839,871 and 1,774,366, respectively, of out-of-money options were excluded.

8. SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s operations and segments are organized around geographic areas.  The foreign locations principally function as distributors of products developed and manufactured by the Company in the United States and Canada.  The accounting policies applied in the preparation of the Company’s consolidated financial statements are applied consistently across all segments.  Intersegment sales are recorded at market price and are eliminated in consolidation.

Segment information for the three and nine months ended February 28, 2011 and 2010 is summarized below (in thousands).

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	For the Three Months Ended February 28, 2011
	U.S.		Europe		Canada		Japan		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	37,721	$	7,160	$	2,359	$	2,365	$	-		$	49,605
Affiliates		1,127		1,248		30		-		(2,405	)		-
Total		38,848		8,408		2,389		2,365		(2,405	)		49,605
Capture revenues:
Unaffiliated customers		14,214		5,519		1,338		468		-			21,539
Affiliates		1,844		674		11		-		(2,529	)		-
Total		16,058		6,193		1,349		468		(2,529	)		21,539
Net instrument revenues:
Unaffiliated customers		7,038		2,825		712		232		-			10,807
Affiliates		608		1,161		-		-		(1,769	)		-
Total		7,646		3,986		712		232		(1,769	)		10,807
Net molecular immunohematology revenues:
Unaffiliated customers		902		496		-		-		-			1,398
Affiliates		261		228		-		-		(489	)		-
Total		1,163		724		-		-		(489	)		1,398
Net Sales		63,715		19,311		4,450		3,065		(7,192	)		83,349
Income (loss) from operations		28,237		3,213		1,899		644		(126	)		33,867
Depreciation		2,299		1,034		90		42		-			3,465
Amortization		1,008		40		-		23		-			1,071
Income tax (benefit) expense		9,454		973		653		197		(45	)		11,232
Capital expenditures		1,158		178		563		5		-			1,904

	For the Three Months Ended February 28, 2010
	U.S.		Europe		Canada		Japan		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	38,660	$	7,286	$	2,465	$	2,099	$	-		$	50,510
Affiliates		1,028		1,173		49		-		(2,250	)		-
Total		39,688		8,459		2,514		2,099		(2,250	)		50,510
Capture revenues:
Unaffiliated customers		10,994		5,607		1,194		285		-			18,080
Affiliates		1,685		708		-		-		(2,393	)		-
Total		12,679		6,315		1,194		285		(2,393	)		18,080
Net instrument revenues:
Unaffiliated customers		6,614		3,033		562		68		-			10,277
Affiliates		1,150		1,052		-		-		(2,202	)		-
Total		7,764		4,085		562		68		(2,202	)		10,277
Net molecular immunohematology revenues:
Unaffiliated customers		965		667		-		-		-			1,632
Affiliates		389		-		-		-		(389	)		-
Total		1,354		667		-		-		(389	)		1,632
Net Sales		61,485		19,526		4,270		2,452		(7,234	)		80,499
Income from operations		24,989		3,151		2,151		296		287			30,874
Depreciation		2,089		949		80		26		-			3,144
Amortization		1,004		40		-		21		-			1,065
Income tax expense		8,359		1,117		752		-		104			10,332
Capital expenditures		1,092		38		46		19		-			1,195

12

	For the Nine Months Ended February 28, 2011
	U.S.		Europe		Canada		Japan		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	113,258	$	21,165	$	7,394	$	7,056	$	-		$	148,873
Affiliates		3,322		3,499		198		-		(7,019	)		-
Total		116,580		24,664		7,592		7,056		(7,019	)		148,873
Capture revenues:
Unaffiliated customers		39,942		16,977		3,937		1,356		-			62,212
Affiliates		5,163		2,202		11		-		(7,376	)		-
Total		45,105		19,179		3,948		1,356		(7,376	)		62,212
Net instrument revenues:
Unaffiliated customers		20,590		9,803		2,105		821		-			33,319
Affiliates		2,565		5,357		-		-		(7,922	)		-
Total		23,155		15,160		2,105		821		(7,922	)		33,319
Net molecular immunohematology revenues:
Unaffiliated customers		2,576		1,556		-		-		-			4,132
Affiliates		732		775		-		-		(1,507	)		-
Total		3,308		2,331		-		-		(1,507	)		4,132
Net Sales		188,148		61,334		13,645		9,233		(23,824	)		248,536
Income (loss) from operations		80,992		8,857		6,193		2,134		(150	)		98,026
Depreciation		6,669		3,135		259		114		-			10,177
Amortization		3,048		119		-		67		-			3,234
Income tax (benefit) expense		27,981		2,890		2,122		349		(47	)		33,295
Capital expenditures		3,977		281		1,040		235		-			5,533
Property & equipment, net		37,525		13,256		2,825		431		-			54,037
Total assets at period end		657,440		86,162		37,132		24,436		(207,862	)		597,308

13

	For the Nine Months Ended February 28, 2010
	U.S.		Europe		Canada		Japan		Elims			Consolidated
Traditional reagent revenues:
Unaffiliated customers	$	120,821	$	22,237	$	7,183	$	6,349	$	-		$	156,590
Affiliates		3,450		3,665		185		-		(7,300	)		-
Total		124,271		25,902		7,368		6,349		(7,300	)		156,590
Capture revenues:
Unaffiliated customers		34,580		17,355		3,608		845		-			56,388
Affiliates		5,126		2,241		-		-		(7,367	)		-
Total		39,706		19,596		3,608		845		(7,367	)		56,388
Net instrument revenues:
Unaffiliated customers		18,666		8,773		1,699		456		-			29,594
Affiliates		3,783		4,297		-		-		(8,080	)		-
Total		22,449		13,070		1,699		456		(8,080	)		29,594
Net molecular immunohematology revenues:
Unaffiliated customers		2,376		1,193		-		-		-			3,569
Affiliates		876		-		-		-		(876	)		-
Total		3,252		1,193		-		-		(876	)		3,569
Net Sales		189,678		59,761		12,675		7,650		(23,623	)		246,141
Income from operations		80,563		7,051		6,091		891		283			94,879
Depreciation		5,729		2,949		249		101		-			9,028
Amortization		3,019		125		-		61		-			3,205
Income tax expense		28,629		2,578		2,130		-		218			33,555
Capital expenditures		5,261		280		102		36		-			5,679
Property & equipment, net		36,057		10,911		1,619		236		-			48,823
Total assets at period end		569,537		74,524		29,779		19,642		(198,599	)		494,883

Net export sales to unaffiliated customers (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,		February 28,		February 28,		February 28,
	2011		2010		2011		2010
United States	$	1,527	$	1,373	$	4,804	$	4,037
Europe		1,374		1,466		4,757		4,831
Canada		453		387		1,583		1,558
Total net export sales	$	3,354	$	3,226	$	11,144	$	10,426

9. COMMITMENTS AND CONTINGENCIES

In October 2007, the Company reported that the Federal Trade Commission (“FTC”) was investigating whether Immucor violated federal antitrust laws or engaged in unfair methods of competition through three acquisitions made in the period from 1996 through 1999, and whether Immucor or others engaged in unfair methods of competition by restricting price competition.  At various times since the investigation began, the Company provided certain documents and information to the FTC concerning those acquisitions and concerning the Company’s product pricing activities since then, including copies of documents the Company provided to the United States Department of Justice, Antitrust Division (“DOJ”) in the previously-reported DOJ investigation that was closed in November 2010.   The Company has cooperated with the FTC and intends to continue cooperating.  At this time the Company cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on its business.

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In November 2010, the DOJ informed the Company that its investigation of the Company had been closed. The Company learned in April 2009 that the Company was being investigated for possible violations of the federal criminal antitrust laws in the blood reagents industry. Immucor cooperated fully with the investigation, which was closed with no further action taken on the part of the DOJ.

Beginning in May 2009, a series of class action lawsuits was filed against the Company, Ortho-Clinical Diagnostics, Inc. and Johnson & Johnson Health Care Systems, Inc. alleging that the defendants conspired to fix prices at which blood reagents are sold, asserting claims under Section 1 of the Sherman Act, and seeking declaratory and injunctive relief, treble damages, costs, and attorneys’ fees. All of these complaints make substantially the same allegations. The cases have been consolidated in the United States District Court for the Eastern District of Pennsylvania.  The defendants’ motions to dismiss were denied and discovery began in December 2010.  No determination has been made whether any of the plaintiffs’ claims have merit or should be allowed to proceed as a class action. The Company intends to vigorously defend against these cases. At this time the Company cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

Private securities litigation in the United States District Court for the Northern District of Georgia against the Company and certain of its current and former directors and officers asserts federal securities fraud claims on behalf of a putative class of purchasers of the Company's Common Stock between October 19, 2005 and June 25, 2009. The case alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by failing to disclose that Immucor had violated the antitrust laws, and challenges the sufficiency of the Company’s disclosures about the results of FDA inspections and the Company’s quality control efforts. There has been no discovery and no determination has been made whether any of the plaintiffs’ claims have merit or should be allowed to proceed as a class action. The Company will defend the case vigorously. At this time, the Company cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

Other than as set forth above, the Company is not currently subject to any material legal proceedings, nor, to its knowledge, is any material legal proceeding threatened against it.  However, from time to time, the Company may become a party to certain legal proceedings in the ordinary course of business.

10. RECENT ACCOUNTING PRONOUNCEMENTS

Adopted by the Company in fiscal 2011

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an update to ASC 810, “Consolidation” (“ASC 810”). This update changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. This update will require a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The update is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009.  The adoption of this update to ASC 810 during the first quarter of fiscal 2011 did not have an impact on the Company’s consolidated financial statements.

In December 2009, the FASB issued ASU 2009-16, “Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which is an amendment of ASC 860, “Transfers and Servicing.”  This update requires more information about the transfer of financial assets.  More specifically, ASU 2009-16 eliminates the concept of a “qualified special purpose entity”, changes the requirements for derecognizing financial assets, and enhances the information reported to users of financial statements.  This update is effective for fiscal years beginning on or after November 15, 2009. The adoption of ASU 2009-16 during the first quarter of fiscal 2011 did not have an impact on the Company’s consolidated financial statements.

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In April 2010, the FASB issued ASU 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”), which is an amendment of ASC 718, “Compensation—Stock Compensation.  This update clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. This update is effective for fiscal years and interim periods beginning on or after December 15, 2010, however, early application is permitted.  The adoption of ASU 2010-13 during the first quarter of fiscal 2011 did not have an impact on the Company’s consolidated financial statements.

Not yet adopted by the Company

In October 2009, the FASB issued ASU 2009-13, “Multiple Deliverables Revenue Arrangements” (“ASU 2009-13”), which is an amendment of ASC 605-25, “Revenue Recognition: Multiple Element Arrangements.”  This update addresses the accounting for multiple-deliverable arrangements to allow the vendor to account for deliverables separately instead of as one combined unit by amending the criteria for separating consideration in multiple-deliverable arrangements.  This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on (a) vendor-specific objective evidence, (b) third-party evidence or (c) best estimate of selling price.  The residual method of allocation has been eliminated and arrangement consideration is now required to be allocated to all deliverables at the inception of the arrangement using the selling price method.  Additionally, expanded disclosures will be required relating to multiple deliverable revenue arrangements.  This update will be effective for fiscal years beginning on or after June 15, 2010, which corresponds to the Company’s first quarter of fiscal 2012.  Early adoption is permitted, however, the Company does not intend to adopt early.  The Company is currently evaluating the impact of the adoption of this update to ASC 605-25 on its financial statements.

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

From time to time the Company makes statements or projections about future financial results or economic performance, or statements about plans and objectives for future operations, which are referred to as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbor provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should” and other words of similar meaning.  We sometimes use forward-looking statements in discussions of our business, for example, when discussing future operations, financial performance, product development and new product launches, FDA and other regulatory applications and approvals, market position and expenditures.  Some of the statements in this report are such forward-looking statements.  Factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company include the following, some of which are described in greater detail below: lower industry blood demand and the subsequent impact on the business; lower than expected demand for the Company’s instruments, including the new NEO; the decision of customers to defer capital spending; the outcome of the administrative action (“notice of intent to revoke our biological license”) received from the Food and Drug Administration (“FDA”); customer reaction to the FDA action and the subsequent impact on the business; the strengthening of the U.S. Dollar versus any of the functional currencies in which the Company operates and its adverse impact on reported results; the unexpected change in the mix of instruments being purchased instead of acquired through other means, which could significantly change costs recognized in the period; the consequences of the recent natural disasters in Japan; the failure of customers to efficiently integrate the Company’s instruments into their blood banking operations; increased competition in the sale of instruments and reagents, particularly in the United States; unanticipated operational problems that result in non-compliance with FDA regulations; the failure to effectively integrate BioArray operations into the Company’s overall operations; product development obstacles including obstacles related to the development of the next generation automated instrument for the molecular immunohematology products; regulatory obstacles including obstacles in securing regulatory approval of molecular immunohematology products; the inability to hire and retain, and the unexpected loss of, key managers; changes in interest rates; the inability of the Company’s Japanese subsidiary as well as our molecular immunohematology operations to attain expected revenue, gross margin and net income levels; the outcome of any legal claims or regulatory investigations known or unknown, including the ongoing investigation by the  Federal Trade Commission; customer and shareholder class action lawsuits; the Company’s inability to protect its intellectual property, particularly as to the molecular immunohematology products, or its infringement of the intellectual property of others; lower than expected market acceptance of the molecular immunohematology products; the unexpected application of different accounting rules; general economic conditions; and adverse developments with respect to the operation or performance of the Company, its products and its affiliates or the market price of its common stock. Investors are cautioned not to place undue reliance on any forward-looking statements. The Company cautions that historical results should not be relied upon as indications of future performance.  The Company assumes no obligation to update any forward-looking statements.  Additional information concerning these and other factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended May 31, 2010 as filed with the SEC on July 23, 2010 as such risk factors may be revised or expanded in this report.

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Overview

Our Business

We develop, manufacture, and sell a complete line of reagents and automated systems used primarily by hospitals, donor centers and reference laboratories for testing to detect and identify certain properties of human blood for the purpose of blood transfusion. We have manufacturing facilities in the United States (“U.S.”) and Canada and sell our products through our direct sales networks in the U.S., Canada, Western Europe and Japan as well as through third-party distributors in other markets.

We operate in a highly regulated industry and are subject to continuing compliance with multiple country-specific statutes, regulations and standards. For example, in the U.S. the Food and Drug Administration (“FDA”) regulates all aspects of the blood banking industry, including the marketing of reagents and instruments used to detect and identify blood properties.Additionally, we are subject to government legislation that governs the delivery of healthcare.  For example, in the U.S. the Patient Protection and Affordable Care Act was signed into law in March 2010 and contains elements that could meaningfully change the way healthcare is developed, delivered and paid for in the U.S.  Included in the legislation is a 2.3% excise tax on medical device makers beginning in 2013.

In the markets of Western Europe, the testing of donor and patient blood for the purpose of transfusion is primarily automated. However, in the U.S., we estimate approximately 60% of laboratories perform this testing manually today. These laboratories are primarily in the small- to medium-sized hospital segment.

Our strategy is to drive automation in the blood bank with the goal of improving the blood bank’s operations as well as patient safety. We continually innovate to ensure our automation offerings are competitive. We offer two fully automated instruments for serology testing – NEO® and Echo® – to meet the different needs of our customers depending upon the volume in their laboratory and the complexity of the testing required. All of our serology instrumentation uses Capture® technology, our proprietary reagents, as well as traditional reagents to perform automated testing.

In late fiscal 2010, we began the worldwide introduction of our fourth generation automated instrument, NEO. Targeted at large hospitals, donor centers and reference laboratories, NEO replaces our previous high volume serology instrument, Galileo®, and due to added functionality, we believe NEO is a more attractive instrument for the hospital market. We believe that NEO delivers the market’s highest type-and-screen throughput and broadest test menu as well as new STAT priority functionality for improved workflow.

Launched worldwide in 2007, Echo, our third generation automated instrument, is a compact bench top, fully-automated walk-away serology instrument that meets the needs of the small- to medium-sized hospital market as well as integrated delivery networks that want to standardize the operations of their laboratories. Echo offers an extensive test menu and significant labor reduction while increasing productivity and patient safety. Echo features STAT functionality, exceptional mean time between failures and what we believe is the fastest turnaround time in the industry.

In August 2008, we invested in what we believe will be the future of the blood bank – molecular immunohematology – with our acquisition of privately-held BioArray Solutions (“BioArray”). BioArray pioneered the development of DNA typing of blood for transfusion. With the goal of improving transfusion medicine, we believe that molecular immunohematology will revolutionize blood bank operations. In many countries, blood pre-transfusion testing is limited to the prevention of transfusion reactions and not for the prevention of alloimmunization, which occurs when antigens foreign to the patient are inadvertently introduced into the patient’s blood system through transfusions. If alloimmunization occurs, the patient develops new antibodies in response to the foreign antigens, thereby complicating future transfusions. By using multiplex, cost-effective molecular testing, we believe that our molecular technology allows testing to prevent alloimmunization for better patient care.

17

In late fiscal 2010, we received CE (“Conformité Européenne”) Mark approval denoting regulatory clearance in the European Union (“EU”) for the Human Platelet Antigen (“HPA”) molecular immunohematology product as well as our current semi-automated molecular immunohematology instrument, the Array Imaging System and BASIS™ database. While the testing itself is primarily manual today, the current instrument automates the reading and interpretation of test results. In June 2010, we received CE Mark approval in the EU for our Human Erythrocyte Antigen (“HEA”) molecular immunohematology product. Our molecular offering is currently available for Research Use Only in the U.S.

We are currently working on the next generation automated instrument, which we believe will allow for the further commercialization of our molecular immunohematology technology by automating the testing. Our current timeline is to have a Research Use Only instrument available in calendar 2012.

Business Highlights

A significant business highlight is the development of the next generation automated molecular instrument to facilitate the full scale commercialization of our acquired molecular immunohematology offering, which is discussed above under “Our Business.” The following discusses other highlights in our business.

Lower Industry Demand in the U.S. Market – Beginning early in our fiscal year 2010, we believe the U.S. market began experiencing lower demand for blood because of the macroeconomic environment. Lower blood demand negatively impacts our reagent revenue as fewer blood transfusions result in lower testing volume. We believe industry demand in the U.S. market declined approximately 3.5% in our fiscal year 2010 and we are currently expecting a decline of between 3% and 4% in industry demand during our fiscal year 2011.

U.S. Department of Justice Closes its Investigation – In November 2010, the United States Department of Justice, Antitrust Division (“DOJ”) informed us that its investigation of the Company had been closed. We learned in April 2009 that we were being investigated for possible violations of the federal criminal antitrust laws in the blood reagents industry.  We cooperated fully with the investigation, which was closed with no further action taken on the part of the DOJ.

Worldwide Launch of NEO – In late fiscal 2010, we began the worldwide introduction of our fourth generation automated instrument for serology testing, NEO, which replaced our previous high volume instrument, Galileo. We believe Galileo, which was launched in Western Europe in 2002 and in the U.S. in 2004, had reached its natural replacement cycle of five to seven years. Like Galileo, NEO is targeted at high volume customers: large hospitals, donor centers and reference laboratories. We believe NEO will have broader market appeal in the hospital segment than Galileo due to added functionality and faster turnaround times. We have received regulatory approval in all our direct markets for NEO. In the European Union, NEO received CE Mark approval in February 2010, and in the U.S., NEO received FDA clearance in April 2010.

Continued market penetration of the Echo instrument – We launched our third generation automated instrument for serology testing, Echo, in the first quarter of fiscal 2008. Echo features STAT functionality, exceptional mean time between failures and what we believe is the fastest turnaround time in the industry. Echo is targeted at small- to medium-sized hospitals, the largest segment of our market, as well as at integrated delivery networks, in combination with NEO, to facilitate standardization across facilities.

18

FDA Administrative Action – In June 2009, we announced that the FDA, in an administrative action based on a January 2009 inspection, issued a notice of intent to revoke (“NOIR”) our biologics license with respect to our Reagent Red Blood Cells and Anti-E (Monoclonal) Blood Grouping Reagent products. Under this administrative action, we have the opportunity to demonstrate or achieve compliance before the FDA initiates revocation proceedings or takes other action. The FDA did not order the recall of any of our products or restrict us from selling these products. This administrative action was a follow up to a warning letter that we received in May 2008. We had been working on an FDA-approved remediation plan, submitted after the warning letter, but had failed to make adequate progress at the time of the FDA’s follow up inspection in January 2009. In early calendar 2009 (during our third quarter of fiscal 2009), we formalized efforts to improve our quality system through the Quality Process Improvement Project, which is discussed in further detail below. In August 2009, in response to the June 2009 administrative action, we submitted a detailed remediation plan that outlined our actions and timelines to correct the FDA’s noted deficiencies from the January 2009 inspection. The Quality Process Improvement Project served as the basis for the detailed remediation plan. During our third fiscal quarter of 2010, we completed the portion of the Project designed to remediate the deficiencies from the January 2009 inspection as well as other high-risk compliance areas.  During June 2010, the FDA conducted an inspection of our facilities. During September 2010, we were notified by the FDA that while the June 2010 inspection “disclosed that substantive corrections have been made, some deviations continue.” Therefore, the FDA stated that the conditions outlined in the June 2009 NOIR administrative action remain in effect. The FDA stated it will evaluate our overall compliance status at its next inspection.

Quality Process Improvement Project – During our third quarter of fiscal 2009, we formalized our efforts to improve the processes and procedures of our quality system through the establishment of the Quality Process Improvement Project. The Project expanded the role of consultants hired in April 2008. The Project’s objective is to both remediate the deficiencies noted by FDA and to deliver on our commitment of maintaining a world-class quality system. During fiscal 2010 and fiscal 2009, we spent approximately $5.9 million and $2.4 million, respectively, on the Project. These costs were reflected in cost of sales and primarily represent the cost of external consultants who were assisting us with the Project. During our third fiscal quarter of 2010, we completed the first phase of the Project, which was designed to remediate the deficiencies from the January 2009 inspection as well as other high-risk compliance areas. The second phase of the Project continues with a focus on ongoing quality systems improvements as well as the deficiencies noted in the FDA’s June 2010 inspection. We are using primarily internal resources on the Project going forward.

Performance

	Three Months Ended									Nine Months Ended
	February 28,			February 28,			Change			February 28,			February 28,			Change
	2011			2010			Amount		%	2011			2010			Amount			%
	($ in thousands)									($ in thousands)
Net sales	$	83,349		$	80,499		$	2,850	4%	$	248,536		$	246,141		$	2,395		1%
Gross margin		59,019			55,714			3,305	6%		177,071			173,543			3,528		2%
Gross margin percentage		70.8	%		69.2	%					71.2	%		70.5	%
Operating expenses		25,152			24,840			312	1%		79,045			78,664			381		0%
Income from operations		33,867			30,874			2,993	10%		98,026			94,879			3,147		3%
Non-operating income (expense)		51			(481	)		532	-111%		437			(228	)		665		-292%
Income before income tax		33,918			30,393			3,525	12%		98,463			94,651			3,812		4%
Provision for income tax		11,232			10,332			900	9%		33,295			33,555			(260	)	-1%
Net income	$	22,686		$	20,061		$	2,625	13%	$	65,168		$	61,096		$	4,072		7%
Earnings per share:
Per common share - basic	$	0.32		$	0.29		$	0.03	10%	$	0.93		$	0.87		$	0.06		7%
Per common share - diluted	$	0.32		$	0.28		$	0.04	14%	$	0.92		$	0.86		$	0.06		7%

During the three months ended February 28, 2011, revenue increased by approximately $2.9 million or 4% compared with revenue in the prior year quarter. Revenue in the current year quarter was positively impacted by approximately $1.4 million related to price contribution, and approximately $1.9 million related to volume contribution, including incremental revenue from instrument placements. Volume contribution in the current year quarter was positively impacted by an increased number of ship cycles when compared with the prior year quarter. Lower sales volume of reagents because of weaker industry demand in the U.S. market continued to be the primary factor negatively impacting the Company’s year-over-year growth rate. Revenue in the current year quarter was negatively impacted by approximately $0.4 million from fluctuations in foreign currency exchange rates.

During the nine months ended February 28, 2011, revenue increased by approximately $2.4 million or 1% when compared with revenue in the prior year period. Fiscal 2011 year-to-date revenue was positively impacted by approximately $3.3 million related to price contribution, and approximately $1.8 million related to volume contribution, including incremental revenue from instrument placements. Volume contribution on a year-to-date basis was negatively impacted primarily by lower sales volume of reagents due to weaker industry demand in the U.S. market. Fluctuations in foreign currency exchange rates in the current year period negatively impacted revenue by approximately $2.7 million.

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For the third quarter of fiscal 2011, our consolidated gross margin increased to 70.8% from 69.2% achieved in the third quarter of fiscal 2010. Gross margins in the prior year quarter included costs related to the Quality Process Improvement Project of approximately $1.8 million, primarily for external consultants. There were no material external costs related to the Project in the current year quarter, which benefited margins. Gross margins in the current year quarter were negatively impacted by the mix of instrument-related revenue as well as more instruments being expensed in the current year quarter when compared with the prior year quarter. Operating expenses in the third quarter of fiscal 2011 increased approximately 1% from the prior year quarter, primarily due to higher distribution expenses and higher research and development expenses offset by lower general and administrative expenses.  Net income in the third quarter of fiscal 2011 increased approximately 13% when compared with the prior year quarter.

For the first nine months of fiscal 2011, our consolidated gross margin increased to 71.2% from 70.5% achieved in the prior year period. Gross margins in the prior year period included costs related to the Quality Process Improvement Project of approximately $5.9 million, primarily for external consultants. There were no material external costs related to the Project in the current year period, which benefited margins. Gross margins in the current year period were negatively impacted by the mix of instrument-related revenue, more instruments being expensed in the current year period compared with the prior year period and the impact of foreign currency exchange rate fluctuations. Operating expenses were generally in line with the prior year period.  Net income in the first nine months of fiscal 2011 increased approximately 7% when compared with the first nine months of fiscal 2010.

During the third quarter of fiscal 2011, we received 31 orders worldwide for our medium- to low-volume instrument, Echo, including 20 in the U.S. and Canada and 11 in the rest of the world, including distributors. We received 39 orders worldwide for our high volume instrument, NEO, during the third quarter of fiscal 2011, including 22 in the U.S. and Canada and 17 in the rest of the world, including distributors. On a year-to-date basis, we have received 86 Echo orders worldwide and 83 NEO orders worldwide. As of February 28, 2011, we had an instrument backlog of 95 Echos and 62 Galileo/NEOs worldwide. This backlog represents orders where either the instruments have not been installed or the customer validation process has not been completed so the instruments were not generating recurring revenue at the expected annualized run rate at the end of the current fiscal quarter.  As of February 28, 2011, we had 832 Echos and 700 high volume instruments generating reagent revenues at the expected annualized run rate.

Results of Operations

Net Sales

	Three Months Ended								Nine Months Ended
	February 28,		February 28,		Change				February 28,		February 28,		Change
	2011		2010		Amount			%	2011		2010		Amount			%
	($ in thousands)								($ in thousands)
Traditional reagents	$	49,605	$	50,510	$	(905	)	-2%	$	148,873	$	156,590	$	(7,717	)	-5%
Capture reagents		21,539		18,080		3,459		19%		62,212		56,388		5,824		10%
Instruments		10,807		10,277		530		5%		33,319		29,594		3,725		13%
Molecular immunohematology		1,398		1,632		(234	)	-14%		4,132		3,569		563		16%
	$	83,349	$	80,499	$	2,850		4%	$	248,536	$	246,141	$	2,395		1%

Traditional reagent revenue decreased by approximately $0.9 million or 2% during the three months ended February 28, 2011 compared with revenue in the prior year quarter. Lower sales volume because of weaker industry demand in the U.S. market was the primary driver of the decline in the current quarter revenue. Traditional reagent revenue in the current year quarter benefited from an increased number of ship cycles when compared with the prior year quarter. On a year-to-date basis, traditional reagent revenue decreased by approximately $7.7 million or 5% during fiscal 2011 compared with fiscal 2010, primarily due to lower sales volume because of weaker industry demand in the U.S. market. Traditional reagent revenue has been negatively impacted as we place more instruments in the market. Instruments use approximately 70% Capture reagents and 30% traditional reagents so placing an instrument results in an increase in Capture reagents revenue and a decrease in traditional reagent revenue when the instrument is placed with a current customer. With our automation strategy, we expect this trend to continue. Additionally, we have revised our go-to-market strategy to better address the economic downturn as well as the competitive pressures that we have historically experienced in our traditional reagent business.

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Capture reagent revenue increased by approximately $3.5 million or 19% during the third quarter of fiscal 2011 compared with the prior year quarter. Capture revenue in the current year quarter benefited from an increased number of ship cycles when compared with the prior year quarter as well as incremental revenue from instrument placements. In the first nine months of fiscal 2011, Capture revenue increased by approximately $5.8 million or 10% when compared with the prior year period primarily from incremental revenue from instrument placements. Capture’s year-over-year revenue growth rate in both periods was negatively impacted by weaker industry demand in the U.S. market. Sales of Capture reagents are largely dependent on the number of installed instruments requiring the use of our proprietary Capture technology. As we continue to place more instruments in the market, we expect revenue from Capture reagents to continue to increase as a percent of our total revenue.

Instrument revenue increased by approximately $0.5 million or 5% and by approximately $3.7 million or 13% during the three and nine months ended February 28, 2011, respectively, compared with the prior year periods due to increased instrument placements. Currency fluctuations negatively impacted instrument revenue on a year-to-date basis when compared with the prior year period.  Instrument revenue is typically recognized over the life of either the instrument rental period or the underlying reagent contract period dependent upon how the instrument was acquired. Historically, when instruments are sold (versus rented) revenue is deferred and recognized over the life of the underlying reagent contract period when the contract includes a price guarantee (which our contracts typically do). Since the launch of the Echo in the first quarter of fiscal 2008, the proportion of instruments rented (versus sold) has increased. In the third fiscal quarter of 2011, approximately $3.8 million of deferred revenue was recognized from previously placed instruments and the related service compared with $4.3 million recognized in the prior year quarter. We deferred approximately $3.6 million of instrument revenues related to instrument placements and the related service in both the current year and prior year quarters.In the first nine months of fiscal 2011, approximately $11.6 million of deferred revenue was recognized from previously placed instruments and the related service compared with $12.7 million recognized in the prior year period. We deferred approximately $9.3 million of instrument revenues related to instrument placements and the related service in the current year-to-date period, compared with $9.4 million in the prior year-to-date period.  As of February 28, 2011 and 2010, deferred instrument and service revenues totaled approximately $14.8 million and $18.7 million, respectively. The decrease in the deferred revenue balance is due to the proportional increase in rentals as an acquisition option.

Molecular immunohematology revenue was $1.4 million and $4.1 million during the three and nine months ended February 28, 2011, respectively, compared with $1.6 million and $3.6 million, respectively, in the prior year periods.

Gross Margins (1)

	Three Months Ended
	February 28,				February 28,
	2011				2010				Change
	Amount		Margin %		Amount		Margin %		Amount
	(in '000)				(in '000)				(in '000)
Traditional reagents (1)	$	40,274		81.2%	$	39,084		77.4%	$	1,190
Capture reagents (1)		16,921		78.6%		14,496		80.2%		2,425
Instruments (1)		1,259		11.6%		1,614		15.7%		(355	)
Molecular immunohematology (1)		565		40.4%		520		31.9%		45
	$	59,019		70.8%	$	55,714		69.2%	$	3,305

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	Nine Months Ended
	February 28,				February 28,
	2011				2010				Change
	Amount		Margin %		Amount		Margin %		Amount
	(in '000)				(in '000)				(in '000)
Traditional reagents (1)	$	120,287		80.8%	$	120,165		76.7%	$	122
Capture reagents (1)		49,355		79.3%		46,061		81.7%		3,294
Instruments (1)		5,685		17.1%		6,794		23.0%		(1,109	)
Molecular immunohematology (1)		1,744		42.2%		523		14.7%		1,221
	$	177,071		71.2%	$	173,543		70.5%	$	3,528

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

For the three months ended February 28, 2011, gross margins on traditional reagents increased to 81.2% from 77.4% in the prior year quarter. For the nine months ended February 28, 2011, gross margins on traditional reagents increased to 80.8% from 76.7% in the prior year period. Gross margins in the prior year periods included expenses related to the remediation portion of our Quality Process Improvement Project, which was completed in the third quarter of fiscal 2010, of approximately $1.8 million for the third quarter of fiscal 2010 and approximately $5.9 million for the first nine months of fiscal 2010. These Project costs were primarily for external consultants. There were no material external costs related to the Project in the current year periods, which benefited gross margins.

For the three months ended February 28, 2011, Capture reagents gross margins decreased to 78.6% from 80.2% in the prior year quarter. For the nine months ended February 28, 2011, Capture gross margins decreased to 79.3% from 81.7% in the prior year period. Gross margins decreased in both the three- and nine- month periods primarily due to the allocation of revenue from Capture reagents to instruments related to reagent rentals. In a reagent rental, the reagent revenue stream is used to fund all components of the customer’s acquisition, including the reagents themselves as well as the instrument and instrument-related items, such as training. Reagent gross margin is negatively impacted as a portion of reagent revenue is allocated to instruments over the life of the contract but none of the costs associated with the reagents are allocated.

Gross margins on instruments decreased to 11.6% in the third quarter of fiscal 2011 from 15.7% in the prior year quarter. For the nine months ended February 28, 2011, instrument gross margins decreased to 17.1% from 23.0% in the prior year period. Gross margins decreased in both the three- and nine-month periods primarily due to the mix of instrument revenue and more instruments being expensed in the current year periods. In the prior year periods, more instruments were rented (versus sold). Where sales contracts have reagent price guarantee clauses (which our automation contracts typically do), instrument costs are expensed when the sale is made, but the related instrument revenue is deferred and recorded as income over the term of the contract. When an instrument is rented, revenue and expenses for the transaction are recognized evenly over the life of the contract. We recognized approximately $3.8 million and $11.6 million of revenue deferred from prior periods in the three and nine months ended February 28, 2011, respectively, compared with approximately $4.3 million and $12.7 million of deferred revenue recognized in the three and nine months ended February 28, 2010, respectively.

Operating Expenses

	Three Months Ended									Nine Months Ended
	February 28,		February 28,		Change					February 28,		February 28,		Change
	2011		2010		Amount			%		2011		2010		Amount			%
	($ in thousands)									($ in thousands)
Research and development	$	3,733	$	3,409	$	324			10%	$	12,039	$	11,130	$	909			8%
Selling and marketing		8,430		8,388		42			1%		26,793		27,617		(824	)		-3%
Distribution		3,982		3,579		403			11%		11,954		10,805		1,149			11%
General and administrative		7,936		8,399		(463	)		-6%		25,025		25,907		(882	)		-3%
Amortization expense		1,071		1,065		6			1%		3,234		3,205		29			1%
Total operating expenses	$	25,152	$	24,840	$	312			1%	$	79,045	$	78,664	$	381			0%

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Research and development expenses for the three and nine months ended February 28, 2011 increased approximately $0.3 million and approximately $0.9 million, respectively, when compared with prior year periods. The increases were primarily due to project-related expenses.

Selling and marketing expenses for the three months ended February 28, 2011 were essentially in line with the prior year quarter. Selling and marketing expenses for the first nine months ended February 28, 2011 decreased by approximately $0.8 million when compared with the prior year period primarily due to lower compensation expense.

Distribution expenses for the three and nine months ended February 28, 2011 increased by approximately $0.4 million and by approximately $1.1 million, respectively, when compared with the prior year periods. The increases were primarily related to increased shipping supplies and freight costs.

General and administrative expenses for the three and nine months ended February 28, 2011 decreased approximately $0.5 million and $0.9 million, respectively, when compared with the prior year period.  The decrease in the current year quarter was primarily due to the timing of expenses. The decrease on a year-to-date basis was primarily due to lower legal expenses.

Amortization expense for the three and nine months ended February 28, 2011 was generally in line with the prior year periods.

Non-Operating Income

	Three Months Ended							Nine Months Ended
	February 28,		February 28,			Change		February 28,		February 28,			Change
	2011		2010			Amount		2011		2010			Amount
	($ in thousands)							($ in thousands)
Non-operating income (expense)	$	51	$	(481	)	$	532	$	437	$	(228	)	$	665

Non-operating income for the three and nine months ended February 28, 2011 increased approximately $0.5 million and $0.7 million, respectively, primarily due to prior year foreign exchange losses that did not recur in the current year as well as an increase in other income.

Income Taxes

The provision for income taxes for the three months ended February 28, 2011 increased when compared with the prior year quarter. The current year quarter had higher operating income that was partially offset by a lower effective tax rate. For the nine month period ended February 28, 2011, the provision for income taxes was generally in line with the provision in the prior year period.

The effective income tax rate in the three months ended February 28, 2011 and 2010 was 33.1% and 34.0%, respectively. For the nine months ended February 28, 2011 and 2010, the effective tax rate was 33.8% and 35.5%, respectively. In the current year quarter, the lower effective tax rate was primarily a result of the December 2010 reinstatement of the federal research and development credit as well as an increase in allowable manufacturing deductions. In the nine months ended February 28, 2011, the lower effective tax rate was primarily a result of an increase in allowable manufacturing deductions.

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Liquidity and Capital Resources

	For the Nine Months Ended
	February 28, 2011			February 28, 2010
	(in thousands)
Net cash provided by operating activities	$	73,666		$	55,523
Net cash used in investing activities		(5,533	)		(5,679	)
Net cash provided by (used in) financing activities		430			(11,249	)
Effect of exchange rate changes on cash and cash equivalents		3,466			566
Increase in cash and cash equivalents	$	72,029		$	39,161

Our cash and cash equivalents were $274.7 million at February 28, 2011, as compared with $202.6 million at May 31, 2010.  The increase in our cash position primarily resulted from operating cash flow in the first nine months of fiscal 2011.

Operating Activities – Net cash generated by operating activities was $73.7 million for the nine months ended February 28, 2011, compared with $55.5 million generated in the nine months ended February 28, 2010. The year-over-year increase was primarily due to increased profitability and an improvement in working capital.

Investing Activities – For the first nine months of fiscal 2011, $5.5 million of net cash was used in investing activities for the purchase of property and equipment compared with $5.7 million in the corresponding period of the prior year.

Financing Activities – Net cash provided by financing activities was $0.4 million during the first nine months of fiscal 2011, compared with $11.2 million used in financing activities in the corresponding period of the prior year. We did not repurchase shares of our common stock in the open market during the current period; however, we spent $11.6 million to repurchase shares of our common stock in the corresponding period of the prior fiscal year. Proceeds received from the exercise of stock options totaled $0.7 million in the current period compared with $0.3 million in the corresponding prior year period.  During the current year period, we had a cash outflow of $0.4 million for payment of withholding taxes in compliance with the statutory tax withholding requirements on exercise of options and vesting of restricted shares in exchange for surrender of the Company’s shares of equal value, compared with a cash outflow of $0.2 million in the prior year period. The value of these reacquired shares is disclosed as ‘Repurchase of common stock’ under financing activities in the condensed consolidated statement of cash flows. We received approximately $0.1 million and $0.2 million of excess tax benefits from the exercise of nonqualified employee stock options for the nine months ended February 28, 2011 and 2010, respectively.

Stock Repurchase Program

The Company instituted a stock repurchase program in June 1998. In August 2009, the Board of Directors authorized the Company to repurchase an additional 2,000,000 shares of the Company’s common stock under this repurchase program, bringing the total authorized shares to 11,375,000.

During the nine months ended February 28, 2011, no repurchases were made in the open market under the 1998 repurchase program.  During the nine months ended February 28, 2010, approximately 650,000 shares were repurchased for $11.6 million. Shares that are repurchased by the Company are returned to the status of authorized, but unissued shares.

As of February 28, 2011, 9,178,356 shares had been repurchased under the program, leaving 2,196,644 shares available for repurchase.  The Company’s stock repurchase program does not have an expiration date.

Contingent Liabilities

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. We currently are involved in certain legal proceedings. (See Part II, Item 1 – Legal Proceedings for further discussion.) Although we believe we have meritorious defenses to the claims and other issues asserted in such matters, one or more of such matters or any future legal matters may have an adverse effect on the Company or our financial position. Contingent liabilities are described in Note 9 to the condensed consolidated financial statements.

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Future Cash Requirements and Restrictions

We expect that cash and cash equivalents and cash flows from operations will be sufficient to support our operations and planned capital expenditures for at least the next 12 months. There are no legal restrictions on our subsidiaries with respect to sending dividends, or making loans or advances to Immucor.

Critical Accounting Policies

General

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.  For a detailed discussion on the application of these and other accounting policies, see the notes to the condensed consolidated financial statements of this quarterly report on Form 10-Q and the notes to the consolidated financial statements and the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2010, as filed with the SEC on July 23, 2010. Senior management has discussed our critical accounting policies and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure with the Audit Committee of our Board of Directors. We believe that our most critical accounting policies and estimates relate to the following:

i.	Revenue recognition
ii.	Trade accounts receivable and allowance for doubtful accounts
iii.	Inventories
iv.	Goodwill
v.	Income taxes
vi.	Share-based compensation

i) Revenue Recognition

In accordance with ASC 605-10-S25, “Revenue Recognition: Overall: Recognition,” we recognize revenue when the following four basic criteria have been met:  (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.  Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

·      Reagent sales

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

·      Medical instrument sales

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

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In cases of sales or rentals of instruments with multiple deliverables, we recognize revenue on the sale of medical instruments in accordance with ASC 605-25 “Revenue Recognition: Multiple-Element Arrangements.” Our medical instrument sales contracts with multiple deliverables include the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, and, in many cases, price guarantees for reagents and consumables purchased during the contract period.  We have determined the fair value of certain of these elements, such as training and first year service.  If the agreement does not include any price guarantees, the sales price in excess of the fair values of training and service is allocated to the instrument itself and recognized upon shipment and completion of contractual obligations relating to training and/or installation.  The fair value of a training session is recognized as revenue when services are provided.  The fair value of first year service is recognized over the first year of the contract.  If the agreement contains price guarantees, the entire arrangement consideration is deferred and recognized over the related guarantee period due to the fair value of the price guarantee not being determinable at the point of sale.  The allocation of the total consideration, which is based on the estimated fair value of the units of accounting, requires judgment by management.

ii) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at February 28, 2011, totaling $64.4 million, and at May 31, 2010, totaling $59.6 million, are net of allowances for doubtful accounts of $2.3 million and $2.1 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectability of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns.  If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered.

iii) Inventories

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).  Cost includes material, labor and manufacturing overhead.  We use a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established and such variances are charged to the consolidated statement of income as a component of cost of sales.  Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs.  No material changes have been made to the inventory policy during the third quarter of fiscal 2011.

iv) Goodwill

Consistent with ASC 350, “Intangibles – Goodwill and Other,” goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if impairment indicators arise.  Intangible assets that have finite lives are amortized over their useful lives.

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

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v) Income Taxes

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

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Although an update to ASC 740, “Income Taxes,” which we adopted at the beginning of fiscal 2008, provides further clarification on the accounting for uncertainty in income taxes recognized in the financial statements, the threshold and measurement attribute prescribed by the FASB will continue to require significant judgment by management. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our results of operations.

vi) Share-based Employee Compensation

Consistent with the provisions of ASC 718, “Compensation – Stock Compensation,” compensation cost for grants of all share-based payments is based on the estimated grant date fair value.  We attribute the value of share-based compensation to expense using the straight-line method.

We estimate the fair value of our share-based payment awards using the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.  The Black-Scholes model requires the input of certain assumptions. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

We have calculated our additional paid in capital pool (“APIC pool”) based on the actual income tax benefits received from exercises of stock options granted after the effective date of ASC 718 using the long method. The APIC pool is available to absorb any tax deficiencies subsequent to the adoption of ASC 718.

ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes regarding the Company’s market risk position since the filing of its Annual Report on Form 10-K for the fiscal year ended May 31, 2010 as filed with the SEC on July 23, 2010.  For further details regarding the quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

ITEM 4.   Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2011.  Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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There were no changes in our internal control over financial reporting during the quarter ended February 28, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.   Legal Proceedings

Since the filing on January 7, 2011 of the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2010, there have been no material developments concerning (1) the investigation of the Company by the Federal Trade Commission, (2) the private antitrust litigation pending in the United States District Court for the Eastern District of Pennsylvania or (3) the private securities litigation pending in the United States District Court for the Northern District of Georgia.

Other than as set forth above or as previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010 or the Company’s Quarterly Reports on Form 10-Q for the quarters ended August 31, 2010 and November 30, 2010, we are not currently subject to any additional material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

ITEM 1A.  Risk Factors

Except as noted below or elsewhere in this report, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2010, as filed with the SEC on July 23, 2010. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

Lower blood demand could negatively impact our financial results.

Our products are used to test blood prior to transfusion. Lower demand for blood in the markets in which we operate could result in lower testing volumes. Lower blood demand could result from a variety of factors, such as fewer elective surgeries and more efficient blood utilization by hospitals. Blood is a large expense for hospital laboratories and pressure on hospital budgets due to macroeconomic factors and healthcare reform could force changes in the ways in which blood is used. Lower blood demand could negatively impact our revenue and profitability.

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

During the quarter ended February 28, 2011 the Company did not sell any unregistered securities and did not repurchase any shares of its common stock under its stock repurchase program.

ITEM 6.   Exhibits

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

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

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

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

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema *

101.CAL XBRL Taxonomy Extension Calculation *

101.DEF XBRL Taxonomy Extension Definition *

101.LAB XBRL Taxonomy Extension Label *

101.PRE XBRL Taxonomy Extension Presentation *

28

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

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

IMMUCOR, INC.

(Registrant)

Date:      April 7, 2011	By:	/s/ Dr. Gioacchino De Chirico
		Dr. Gioacchino De Chirico, Chief Executive Officer (on behalf of Registrant and as Principal Executive Officer)
Date:      April 7, 2011	By:	/s/ Richard A. Flynt
		Richard A. Flynt, Chief Financial Officer (Principal Financial and Accounting Officer)

29

EXHIBIT INDEX

Number                                                         Description

3.1 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 Sarbanes-Oxley Act of 2002.

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

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema *

101.CAL XBRL Taxonomy Extension Calculation *

101.DEF XBRL Taxonomy Extension Definition *

101.LAB XBRL Taxonomy Extension Label *

101.PRE XBRL Taxonomy Extension Presentation *

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

30

EX-31.1

Exhibit 31.1

I, Dr. Gioacchino DeChirico, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2011

/s/ Dr. Gioacchino DeChirico

Dr. Gioacchino DeChirico,

Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Richard A. Flynt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Immucor, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 7, 2011

/s/ Richard A. Flynt

Richard A. Flynt,

Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended February 28, 2011 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 7, 2011	By:	/s/ Dr. Gioacchino DeChirico
		Dr. Gioacchino DeChirico Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the period ended February 28, 2011 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

April 7, 2011	By:	/s/ Richard A. Flynt
		Richard A. Flynt Chief Financial Officer