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

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

	For the quarterly period ended: August 31, 2016

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

For the quarterly period ended: February 29, 2016

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

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, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	Accelerated filer

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

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

Yes No X

As of August 19, 2011, there was no established public trading market for the Company’s common stock; therefore, the aggregate market value of the common stock is not determinable.

As of ~~April~~October 1117, 2016, there were 100 shares of common stock outstanding.

IMMUCOR, INC.

QUARTERLY FINANCIAL STATEMENTS

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:	3
Consolidated Balance Sheets (unaudited, except for May 31, 2015)		3
Consolidated Balance Sheets (unaudited, except for May 31, 2016)		3
Consolidated Statements of Operations (unaudited)		4
Consolidated Statements of Comprehensive Loss (unaudited)		65
Consolidated Statement of Changes in Equity (unaudited for the period ending February 29, 2016)		8
Consolidated Statement of Changes in Equity (unaudited for the period ending August 31, 2016)		6
Consolidated Statements of Cash Flows (unaudited)		97
Notes to Consolidated Financial Statements (unaudited)		108
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3328
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4333
Item 4.	Controls and Procedures	4333
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4434
Item 1A.	Risk Factors	4434
Item 5.	Other Information	4434
Item 6.	Exhibits	4535
	SIGNATURES	4535

ITEM 1. Consolidated Financial Statements

IMMUCOR, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
	(Unaudited)
ASSETS
CURRENT ASSETS:
Current Assets:
Cash and cash equivalents	$	129,~~190~~664			1810,~~363~~263
Trade accounts receivable, net of allowance for doubtful accounts of $1,978 and $1,669 at February 29, 2016 and May 31, 2015, respectively		59,970			67,674
Trade accounts receivable, net of allowance for doubtful accounts of $2,165 and $2,114 at August 31, 2016 and May 31, 2016, respectively		65,337			62,043
Inventories, net		4749,~~844~~255			4146,~~847~~894
Deferred income tax assets, current portion		6,021			5,931
Prepaid expenses and other current assets		8,919			8,479
Prepaid expenses and other current assets		9,817			11,161
Total current assets		133,175			127,679
Total current assets		135,842			144,976
Property and equipment, net		75,872			76,015
PROPERTY AND EQUIPMENT, net		72,788			73,574
Goodwill		856,679			857,023
GOODWILL		840,841			842,258
Intangible assets, net		618,870			633,097
INTANGIBLE ASSETS, net		608,832			650,294
Other assets		14,694			13,819
DEFERRED FINANCING COSTS, net		21,072			26,399
Total assets	$	1,699,290			1,707,633
OTHER ASSETS		17,305			15,185
Total assets	$	1,696,680			1,752,686
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current Liabilities:
Accounts payable	$	1718,~~555~~010			1322,~~866~~229
Accrued interest and interest rate swap liability		7,~~764~~717			1918,~~288~~869
Accrued expenses and other current liabilities		19,~~503~~581			2622,~~208~~009
Income taxes payable		3,~~108~~065			32,~~496~~585
Deferred revenue, current portion		23,~~656~~583			2,~~703~~864
Current portion of long-term debt, net of debt discounts		8,878			4,469
Current portion of long-term debt		27,763			6,806
Total current liabilities		5979,~~464~~719			7075,~~030~~362
LONG-TERM DEBT, net of debt discounts		1,030,478			1,033,276
Long-term debt, excluding current portion		1,008,742			1,007,948
DEFERRED INCOME TAX LIABILITIES		219,351			236,487
Deferred income tax liabilities		216,001			222,357
OTHER LONG-TERM LIABILITIES		30,765			29,212
Other long-term liabilities		58,724			57,420
Total liabilities		1,~~340~~363,~~058~~186			1,~~369~~363,~~005~~087
COMMITMENTS AND CONTINGENCIES (Note 19)
Commitments and Contingencies (Note 18)
EQUITY:
Equity:
Shareholders' equity of Immucor, Inc.:
Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of February 29, 2016 and May 31, 2015, respectively		-			-
Common stock, $0.00 par value, 100 shares authorized, issued and outstanding as of August 31, 2016 and May 31, 2016, respectively		-			-
Additional paid-in capital		~~753~~754,~~279~~606			~~755~~753,~~234~~709
Accumulated deficit		(~~359~~382,~~425~~739	)		(~~331~~374,~~989~~079	)
Accumulated other comprehensive loss		(4239,~~995~~642	)		(39,~~564~~407	)
Total shareholders' equity of Immucor, Inc.		~~350~~332,~~859~~225			~~383~~340,~~681~~223
Equity of noncontrolling interest (Note 4)		5,763			-
Equity of noncontrolling interest (Note 3)		3,879			4,323
Total equity		~~356~~336,~~622~~104			~~383~~344,~~681~~546
Total liabilities and equity	$	1,~~696~~699,~~680~~290			1,~~752~~707,~~686~~633

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended
	February 29			February 28
	August 31
	2016			2015
NET SALES	$	88,893			95,605
Net sales	$	98,593			96,712
COST OF SALES (exclusive of amortization shown separately below)		34,130			33,971
Cost of sales (*)		36,461			34,642
GROSS PROFIT		54,763			61,634
Gross profit		62,132			62,070
OPERATING EXPENSES
Operating expenses:
Research and development		68,~~910~~997			76,~~280~~830
Selling and marketing		1315,~~251~~087			13,~~513~~987
Distribution		4,~~155~~102			4,~~986~~419
General and administrative		11,~~779~~550			910,~~362~~746
Amortization expense		1314,~~575~~180			13,~~615~~578
Total operating expenses		4953,~~670~~916			4849,~~756~~560
INCOME FROM OPERATIONS		5,093			12,878
Income from operations		8,216			12,510
NON-OPERATING (EXPENSE) INCOME
Non-operating (expense) income:
Interest income		486			42
Interest expense		(2223,~~329~~102	)		(2122,~~793~~492	)
Other, net		(~~317~~599	)		~~177~~(127	)
Total non-operating net expense		(2223,~~598~~695	)		(2122,~~574~~577	)
LOSS BEFORE INCOME TAXES		(17,505	)		(8,696	)
Loss before income taxes		(15,479	)		(10,067	)
(BENEFIT) PROVISION FOR INCOME TAXES		(8,845	)		30,744
Benefit for income taxes		(5,375	)		(2,850	)
NET LOSS	$	(8,660	)		(39,440	)
Net loss		(10,104	)		(7,217	)
Net loss attributable to noncontrolling interest		(~~237~~1,444	)		-
NET LOSS ATTRIBUTABLE TO IMMUCOR, INC.	$	(8,423	)		(39,440	)
Net loss attributable to shareholders of Immucor, Inc.	$	(8,660	)		(7,217	)

(*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	February 29			February 28
	August 31
	2016			2015
NET SALES	$	281,854			294,323
Net loss	$	(8,660	)		(7,217	)
COST OF SALES (exclusive of amortization shown separately below)		106,660			106,571
Other comprehensive (loss) income, net of tax:
GROSS PROFIT		175,194			187,752
Foreign currency translation adjustment		(307	)		22
OPERATING EXPENSES
Changes in fair value of cash flow hedges:
Research and development		20,500			21,474
Portion of cash flow hedges recognized in other comprehensive income		117			180
Selling and marketing		42,057			43,942
Less: reclassification adjustment for losses included in net loss		(45	)		(120	)
Distribution		12,969			15,342
Net changes in fair value of cash flow hedges		72			60
General and administrative		33,133			30,943
Other comprehensive (loss) income		(235	)		82
Amortization expense		40,745			40,948
Comprehensive loss		(8,895	)		(7,135	)
Total operating expenses		149,404			152,649
Comprehensive loss attributable to the noncontrolling interest		(1,444	)		-
INCOME FROM OPERATIONS		25,790			35,103
Comprehensive loss attributable to shareholders of Immucor, Inc.	$	(7,451	)		(7,135	)
NON-OPERATING (EXPENSE) INCOME
Interest income		132			131
Interest expense		(67,275	)		(66,913	)
Other, net		(366	)		465
Total non-operating net expense		(67,509	)		(66,317	)
LOSS BEFORE INCOME TAXES		(41,719	)		(31,214	)
(BENEFIT) PROVISION FOR INCOME TAXES		(14,046	)		22,783
NET LOSS		(27,673	)		(53,997	)
Net loss attributable to noncontrolling interest		(237	)		-
NET LOSS ATTRIBUTABLE TO IMMUCOR, INC.	$	(27,436	)		(53,997	)

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Three Months Ended
	February 29 2016			February 28 2015
NET LOSS	$	(8,423	)		(39,440	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Foreign currency translation adjustment		1,795			(13,915	)
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		108			186
Less: reclassification adjustment for (losses) gains included in net income		3			(72	)
Net changes in fair value of cash flow hedges		111			114
OTHER COMPREHENSIVE INCOME (LOSS)		1,906			(13,801	)
COMPREHENSIVE LOSS		(6,517	)		(53,241	)
Comprehensive loss attributable to the noncontrolling interest		(237	)		-
COMPREHENSIVE LOSS ATTIBUTABLE TO SHAREHOLDERS OF IMMUCOR, INC.	$	(6,280	)		(53,241	)

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	Nine Months Ended
	February 29 2016			February 28 2015
NET LOSS	$	(27,436	)		(53,997	)
OTHER COMPREHENSIVE (LOSS) INCOME, net of tax:
Foreign currency translation adjustment		(3,680	)		(27,677	)
Changes in fair value of cash flow hedges:
Portion of cash flow hedges recognized in other comprehensive income		417			553
Less: reclassification adjustment for losses included in net income		(168	)		(242	)
Net changes in fair value of cash flow hedges		249			311
OTHER COMPREHENSIVE LOSS		(3,431	)		(27,366	)
COMPREHENSIVE LOSS		(30,867	)		(81,363	)
Comprehensive loss attributable to the noncontrolling interest		(237	)		-
COMPREHENSIVE LOSS ATTIBUTABLE TO SHAREHOLDERS OF IMMUCOR, INC.	$	(30,630	)		(81,363	)

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands)

											Accumulated
	Equity accounts attributable to Immucor, Inc.
					Additional			Retained Earnings			Accumulated Other			Non-
	Common Stock				Paid-In			~~Earnings~~(Deficit)			Comprehensive			controlling
	Shares (1)		Amount (1)		Capital (1)			(1)			Income (Loss) (1)			Interest			Total
Audited:
BALANCE, MAY 31, 2013		100	$	-		751,635			(89,007	)		(17,922	)					644,706
Balance, May 31, 2015		100	$	-		755,234			(331,989	)		(39,564	)		-			383,681
Share-based compensation expense		-		-		15,~~512~~326			-			-			-			15,~~512~~326
Net loss		-		-		-			(182,257	)		-						(182,257	)
Activities with IVD Holdings Inc.		-		-		(851	)		-			-			-			(851	)
Other comprehensive loss (net of taxes):
Non-cash dividend distributed		-		-		(6,000	)		-			-			-			(6,000	)
Foreign currency translation adjustments		-		-		-			-			4,315						4,315
Cash flow hedges, net of tax		-		-		-			-			340						340
BALANCE, MAY 31, 2014		100		-		753,147			(271,264	)		(13,267	)					468,616
Share-based compensation expense		-		-		2,087			-			-						2,087
Net loss		-		-		-			(60,725	)		-						(60,725	)
Other comprehensive loss (net of taxes):
Foreign currency translation adjustments		-		-		-			-			(26,712	)					(26,712	)
Cash flow hedges, net of tax		-		-		-			-			415						415
BALANCE, May 31, 2015		100		-		755,234			(331,989	)		(39,564	)					383,681
Unaudited:
Share-based compensation expense		-		-		4,045			-			-						4,045
Non-cash dividend						(6,000	)											(6,000	)
Equity of noncontrolling interest															6,000			6,000
Net loss		-		-		-			(2742,~~436~~090	)		-			(~~237~~1,677	)		(2743,~~673~~767	)
Other comprehensive loss (net of taxes):
Other comprehensive (loss) income (net of taxes):
Foreign currency translation adjustments		-		-		-			-			(~~3,680~~174	)		-			(~~3,680~~174	)
Cash flow hedges, net of tax		-		-		-			-			249						249
Changes in fair value of cash flow hedges, net of tax		-		-		-			-			331			-			331
BALANCE, FEBRUARY 29, 2016		100	$	-		753,279			(359,425	)		(42,995	)		5,763			356,622
Balance, May 31, 2016		100	$	-		753,709			(374,079	)		(39,407	)		4,323			344,546
Unaudited:
Share-based compensation expense		-		-		1,396			-			-			-			1,396
Activities with IVD Holdings Inc.		-		-		501			-			-			-			501
Dividend distributed		-		-		(1,000	)		-			-			-			(1,000	)
Equity of noncontrolling interest		-		-		-			-			-			1,000			1,000
Net loss		-		-		-			(8,660	)		-			(1,444	)		(10,104	)
Other comprehensive (loss) income (net of taxes):
Foreign currency translation adjustments		-		-		-			-			(307	)		-			(307	)
Changes in fair value of cash flow hedges, net of tax		-		-		-			-			72			-			72
Balance, August 31, 2016		100	$	-		754,606			(382,739	)		(39,642	)		3,879			336,104

(1) - Shareholders’ equity of Immucor, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	February 29 2016			February 28 2015
	August 31
OPERATING ACTIVITIES:
	2016			2015
Net loss	$	(27,673	)		(53,997	)
Operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss	$	(10,104	)		(7,217	)
Depreciation and amortization		51,417			53,843
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash interest expense		8,178			7,557
Depreciation and amortization		18,155			17,049
Loss on disposition and retirement of fixed assets		526			237
Noncash interest expense		3,461			2,695
Provision for doubtful accounts		456			372
Loss on disposition and retirement of fixed assets		237			125
Share-based compensation expense		4,045			1,800
Provision for doubtful accounts		78			19
Deferred income taxes		(16,953	)		21,496
Share-based compensation expense		1,396			887
Deferred income taxes		(6,451	)		(3,903	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, trade		6(3,~~774~~429	)		(92,~~259~~328	)
Income taxes		~~(495~~481	)		~~526~~300
Inventories		(113,~~034~~916	)		(67,~~017~~916	)
Other assets		~~1,477~~(472	)		~~1,101~~330
Accounts payable		(4,~~165~~072	)		(32,~~284~~174	)
Deferred revenue		~~(20~~739	)		~~129~~247
Accrued expenses and other liabilities		(1413,~~022~~347	)		(1115,~~712~~025	)
Cash provided by operating activities		6,841			2,792
Cash used in operating activities		(17,244	)		(7,907	)
INVESTING ACTIVITIES:
Investing activities:
Purchases of property and equipment		(72,~~050~~829	)		(71,~~519~~991	)
Other investments		~~(4,850~~-	)		(53,~~300~~100	)
Acquisitions of businesses, net of cash acquired		(~~750~~128	)		(~~6,396~~750	)
Cash used in investing activities		(122,~~650~~957	)		(195,~~215~~841	)
FINANCING ACTIVITIES:
Financing activities:
Repayments of long-term debt		(41,~~982~~718	)		(41,~~993~~662	)
Proceeds from Revolving Facility		48,000			49,500
Proceeds from Revolving Facilities		32,000			20,000
Repayments of Revolving Facility		(43,500	)		(36,500	)
Repayments of Revolving Facilities		(11,000	)		(4,000	)
Cash (used in) provided by financing activities		(482	)		8,007
Dividend payment		(1,000	)		-
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		118			(3,714	)
Proceeds from capital contribution to noncontrolling interest		1,000			-
DECREASE IN CASH AND CASH EQUIVALENTS		(6,173	)		(12,130	)
Cash provided by financing activities		19,282			14,338
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		18,363			23,621
Effect of exchange rates on cash and cash equivalents		320			74
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	12,190			11,491
(Decrease) increase in cash and cash equivalents		(599	)		664
SUPPLEMENTAL INFORMATION:
Cash and cash equivalents at beginning of period		10,263			18,363
Income taxes paid, net of refunds	$	3,232			2,621
Cash and cash equivalents at end of period	$	9,664			19,027
Interest paid		70,275			70,657
Supplemental information:
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Income taxes paid, net of refunds	$	597			700
Movement from inventory to property and equipment of instruments placed on rental agreements	$	4,552			5,728
Interest paid		30,670			30,783
Non-cash dividend		6,000			-
Non-cash investing and financing activities:
Movement from inventory to property and equipment of instruments placed on rental agreements	$	1,556			1,297

The accompanying notes are an integral part of these consolidated financial statements.

IMMUCOR, INC.

Notes to Consolidated Financial Statements

(Unaudited)

1.	NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Immucor, Inc. (“Immucor” or the “Company”) develops, manufactures and sells transfusion and transplantation diagnostics products used by hospitals, donor centers and reference laboratories around the world. The Company’s products are used in a number of tests performed in the typing and screening of blood, organs or stem cells to ensure donor-recipient compatibility for blood transfusion, and organ and stem cell transplantations. The Company operates manufacturing facilities in North America with both direct and third-party distribution arrangements worldwide.

Basis of Presentation

The accompanying 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. The Company’s interim results are not necessarily indicative of the Company’s expected full year results. These unaudited 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, ~~2015~~2016, included in the Company’s Annual Report on Form 10-K filed with the SEC on August 2122, ~~2015~~2016.

Certain reclassifications have been made to the Company’s consolidated financial statements for fiscal year 2016 to conform to the fiscal year 2017 presentation. We have also performed an evaluation of subsequent events through the date the financial statements were issued.

Basis of Consolidation

The consolidated financial statements include the accounts of Immucor, Inc., its wholly owned subsidiaries, and a variable interest entity (“VIE”) that is required to be consolidated in accordance with ~~U.S.~~ GAAP (Refer to Note 43 for additional information on our consolidated VIE). All significant intercompany balances and transactions have been eliminated in consolidation. There are no other entities controlled by the Company, either directly or indirectly.

Impact of Recently Issued Accounting Standards -

Accounting Updates Not Yet Adopted

In ~~February~~June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-0213, ~~Leases,~~Financial ~~which~~Instruments-Credit Losses. ASU 2016-13 will replace ~~most~~the ~~existing~~incurred ~~lease~~loss ~~accounting~~impairment ~~guidance~~methodology in ~~U.S.~~current GAAP. ~~The~~with ~~core~~a ~~principle~~methodology ofthat ~~ASU~~reflects ~~2016-02~~expected iscredit ~~that~~losses anand ~~entity~~requires ~~should~~consideration ~~recognize~~of ~~the~~a ~~rights~~broader ~~and~~range ~~obligations~~of ~~resulting~~reasonable ~~from~~and ~~leases~~supportable asinformation ~~assets~~to ~~and~~inform ~~liabilities.~~credit ~~ASU~~loss ~~2016-02~~estimates. ~~requires~~The ~~qualitative~~amendments ~~and~~affect ~~specific~~loans, ~~quantitative~~debt ~~disclosures~~securities, totrade ~~supplement~~receivables, ~~the~~net ~~amounts~~investments ~~recorded~~ in ~~the~~leases, ~~financial~~off ~~statements~~balance sosheet ~~that~~credit ~~users~~exposures, ~~can~~reinsurance ~~understand~~receivables, ~~more~~and ~~about~~any ~~the~~other ~~nature~~financial ofassets annot ~~entity’s~~excluded ~~leasing~~from ~~activities,~~the ~~including~~scope ~~significant~~that ~~judgments~~have ~~and~~the ~~changes~~contractual inright ~~judgments~~to receive cash. ASU 2016-0213 will be effective for the Company ~~for fiscal years~~ beginning ~~after~~in ~~December~~fiscal ~~15,~~year ~~2018~~2020, ~~including~~and ~~interim~~early ~~periods~~adoption ~~within~~is ~~those~~permitted ~~fiscal~~but ~~years,~~not ~~which~~earlier ~~corresponds~~than ~~to the Company’s first quarter of~~ fiscal year ~~2020~~2019. ~~Early adoption is permitted.~~ The Company is evaluating the effect of the adoption of ASU 2016-0213 on its consolidated financial statements.

In ~~November~~February ~~2015~~2016, the FASB issued ASU No. ~~2015~~2016-1702, ~~Income~~Leases, ~~Taxes:~~which ~~Balance~~will ~~Sheet~~replace ~~Classification~~most ofexisting ~~Deferred~~lease ~~Taxes~~accounting ~~(“ASU~~guidance ~~2015-17”)~~in GAAP. The core principle of ASU ~~2015~~2016-1702 ~~requires~~is that ~~deferred~~an ~~income~~entity ~~tax~~should ~~liabilities~~recognize the rights and ~~assets~~obligations beresulting ~~classified~~from leases as ~~noncurrent~~assets and liabilities. ASU 2016-02 requires qualitative and specific quantitative disclosures to supplement the amounts recorded in athe ~~classified~~financial ~~statement~~statements so that users can understand more about the nature of ~~financial~~an ~~position~~entity’s leasing activities, including significant judgments and changes in judgments. ~~This~~ASU ~~standard~~2016-02 iswill be effective for ~~annual~~the ~~periods~~Company for fiscal years beginning after December 15, ~~2016~~2018, ~~and~~including interim periods within those ~~annual~~fiscal ~~periods~~years, which corresponds to the Company’s first quarter of fiscal year ~~2018~~2020. ~~Earlier~~Early adoption is permitted. asThe ofCompany is evaluating the ~~beginning~~effect of anthe ~~interim or annual reporting period. The~~ adoption of ASU ~~2015~~2016-1702 ~~is not expected to have a material impact~~ on ~~the~~its ~~Company’s~~consolidated financial statements.

108

In ~~September~~May ~~2015~~2014, the FASB ~~issued~~and ~~ASU~~International ~~No. 2015-16,~~Accounting ~~Business~~Standards ~~Combinations:~~Board ~~Simplifying~~issued ~~the~~their ~~Accounting~~converged ~~for~~standard ~~Measurement~~on revenue recognition, ASU 2014-~~Period~~09, ~~Adjustments~~Revenue from Contracts with Customers (“ASU ~~2015~~2014-1609”). ~~ASU~~This ~~2015-16~~standard ~~requires~~outlines ~~that~~a ansingle ~~acquirer~~comprehensive ~~recognize~~model ~~adjustments~~for companies to ~~provisional~~use ~~amounts~~in ~~that~~accounting ~~are~~for ~~identified~~revenue ~~during~~arising ~~the~~from ~~measurement~~contracts ~~period~~with incustomers ~~the~~and ~~reporting~~supersedes ~~period~~most incurrent ~~which~~revenue ~~the~~recognition ~~adjustment~~guidance, ~~amounts~~including ~~are~~industry-specific ~~determined~~guidance. The ~~amendments~~core inprinciple ~~this~~of ~~update require that~~ the ~~acquirer~~revenue ~~record,~~model inis ~~the~~that ~~same~~revenue ~~period’s~~is ~~financial~~recognized ~~statements,~~when ~~the~~a ~~effect~~customer onobtains ~~earnings~~control of ~~changes~~a ingood ~~depreciation, amortization,~~ or ~~other~~service. ~~income~~A ~~effects,~~customer ifobtains ~~any,~~control aswhen ait ~~result~~has of the ~~change~~ability to direct the ~~provisional~~use ~~amounts,~~of ~~calculated~~and asobtain if the ~~accounting~~benefits ~~had~~from ~~been~~the ~~completed~~good ator ~~the~~service. ~~acquisition~~Transfer ~~date.~~of ~~The~~control ~~amendments~~is innot ~~this~~the ~~update~~same ~~require~~as antransfer ~~entity~~of torisks ~~present~~and ~~separately~~rewards, onas ~~the~~it ~~face~~is ofconsidered ~~the~~in ~~income~~current ~~statement~~guidance. orThe ~~disclose~~Company inwill ~~the~~also ~~notes~~need ~~the~~to ~~portion~~apply ofnew ~~the~~guidance ~~amount~~to ~~recorded~~determine inwhether ~~current-period~~revenue ~~earnings~~should bybe ~~line~~recognized ~~item~~over ~~that~~time ~~would~~or ~~have~~at ~~been~~a ~~recorded~~point in ~~previous~~time. ~~reporting~~An ~~periods~~amendment ifwas ~~the~~made ~~adjustment~~in toJuly ~~the~~2015 ~~provisional~~to ~~amounts~~change ~~had~~the ~~been~~effective ~~recognized~~date as of ~~the~~this ~~acquisition~~standard ~~date.~~from ~~This~~the ~~standard~~first isinterim ~~effective~~period ~~for~~within ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2015,~~2016 ~~including~~to ~~interim~~December ~~periods~~15, ~~within those fiscal years~~2017, which corresponds to the Company’s first quarter of fiscal year ~~2017~~2019. ~~Early~~In ~~adoption~~March is2016, ~~permitted.~~the ~~The~~FASB ~~adoption~~issued ofASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations contained in ASU ~~2015~~2014-1609. No early adoption is ~~not~~permitted ~~expected~~under these standards, and it is to ~~have~~be applied either retrospectively or as a ~~material~~cumulative-effect ~~impact~~adjustment onas of the date of adoption. The Company’s is evaluating the effect of the adoption of ASU 2014-09 on its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of this update be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update do not apply to inventory that is measured using last-in, first-out (“LIFO”) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (“FIFO”) or average cost. This standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, which corresponds to the Company’s first quarter of fiscal year 2018. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest — Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 changes the presentation of debt issuance costs for term debt in the balance sheet by requiring the debt issuance costs to be presented as a direct deduction from the related debt liability, rather than recorded as an asset. In August 2015, ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), was issued to provide clarification to ASU 2015-03. The standard specifies that the SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This standard is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, which corresponds to the Company’s first quarter of fiscal year 2017. This standard is to be applied retrospectively and early adoption is permitted. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s financial statements.

In May 2014, the FASB and International Accounting Standards Board issued their converged standard on revenue recognition, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. The Company will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. An amendment was made in July 2015 to change the effective date of this standard from the first interim period within annual reporting periods beginning after December 15, 2016 to December 15, 2017, which corresponds to the Company’s first quarter of fiscal year 2019. In March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations contained in ASU 2014-09. No early adoption is permitted under this standard, and it is to be applied either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect of the adoption of ASU 2014-09 on its consolidated financial statements.

2.	BUSINESS COMBINATIONS

Business combinations completed in fiscal 2016:

Acquisition of Sirona - On March 4, 2016, the Company exercised its warrant and acquired 100% of the common stock of Sirona Genomics, Inc. (“Sirona”). The cash paid for the Sirona business was $15.0 million, of which $0.6 million was paid prior to fiscal year 2016 for the warrant, and $14.4 million was paid in the fourth quarter of fiscal year 2016. The purchase agreement included two contingent consideration arrangements, one for achieving certain revenue targets in each of the next five years and the other for achieving a revenue milestone during the next five years. The combined potential earn-out for these arrangements is $45.0 million in cash over the next five years. Management estimated that the fair value of the contingent consideration arrangements, as of the acquisition date, was approximately $20.0 million, which is included in Other long-term liabilities on the Company’s consolidated balance sheet. Including the contingent consideration, the aggregate estimated fair value of the consideration to be paid is approximately $35.0 million. The fair value of the assets and liabilities acquired was $40.6 million for identifiable intangible assets (existing technologies), $14.8 million for goodwill, $2.1 million for property and equipment, $1.3 million of cash, $1.5 million for current liabilities, $9.7 million for a Promissory Note payable to Immucor, and $12.5 million for long-term deferred tax liabilities. The goodwill arising from this acquisition is not deductible for tax purposes.

The Company determines contingent consideration liabilities by applying a form of the income approach, based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the financial performance targets. The key assumptions were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments. These assumptions are considered to be level 3 inputs by ASC Topic 820, Fair Value Measurement (“ASC Topic 820”), which are not observable in the market.

Acquisition of reference lab – On August 3, 2015, the Company completed the asset purchase of a U.S. reference lab for a total cash purchase price of $0.8 million. This acquisition will enable the Company to deliver current Immucor products as a service to customers as well as commercialize newly developed products. The fair values of the acquired assets were $0.3 million for equipment, $0.2 million for identifiable intangible assets and $0.3 million for goodwill. The goodwill is deductible for tax purposes.

11Financial Information

~~Business~~The ~~combinations~~operating ~~completed~~results of the acquired businesses have been included in ~~fiscal~~the ~~2015:~~Company’s consolidated results of operations since their dates of acquisition.

Acquisition of Sentilus – On October 1, 2014, the Company completed the acquisition of Sentilus, Inc. (“Sentilus”). Sentilus was a privately-held company focused on developing a novel, inkjet-printed antibody microarray-based technology, FemtoarraysTM. Among other uses, Sentilus has been developing FemtoarraysTM and the underlying technology for use in a variety of in vitro diagnostics areas, including transfusion diagnostics, and could potentially serve as a next generation technology platform for our transfusion diagnostics business. The total cash purchase price of the Sentilus business was $6.0 million which was paid in the second quarter of fiscal year 2015. The purchase agreement includes two contingent consideration arrangements, one for achieving certain regulatory milestones with a potential earn-out for $4.0 million in cash over the next three years, and the other in the form of performance payments based on a percentage of net future sales of the to-be-developed products over approximately the next twenty years. Management estimated that the fair value of the contingent consideration arrangements, as of the acquisition date, was approximately $6.3 million, which is included in Other long-term liabilities on the Company’s consolidated balance sheet. This was determined by applying a form of the income approach, based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the financial performance targets. The key assumptions were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments. These assumptions are considered to be level 3 inputs by ASC Topic 820, Fair Value Measurement (“ASC Topic 820”), which are not observable in the market. Including the contingent consideration, the aggregate estimated fair value of the consideration paid was approximately $12.3 million. The other identifiable intangible assets include in-process research and development (“IPR&D”) and a non-competition agreement, which was valued at $18.8 million in the aggregate. Goodwill was valued at $0.6 million and the long-term deferred tax liability was valued at $7.2 million. The goodwill arising from this acquisition is not deductible for tax purposes. 9

~~Acquisition of LIFECODES distribution business – The Company completed the acquisition of the LIFECODES distribution business in India effective August 1, 2014~~3. ~~This~~CONSOLIDATED ~~acquisition~~VARIABLE ~~enables~~INTEREST the Company to streamline the distribution of its LIFECODES products in that region. The Company acquired the assets of the India distribution business for a total cash purchase price of $0.4 million, of which a total of $0.2 million was paid in both the first and second quarters of fiscal 2015. The purchase price also included a potential earn-out of up to $0.2 million if certain financial targets are met during the two year period ending July 2016. ENTITY

The operating results of these acquired businesses have been included in the Company’s consolidated results of operations since their dates of acquisition.

3. OTHER INVESTMENTS

Sirona Collaboration – On October 3, 2014, the Company entered into a collaborative arrangement with Sirona Genomics, Inc. (“Sirona”) for the commercialization of Sirona’s human leukocyte antigen (“HLA”) typing sample preparation and bioinformatics offering for next generation sequencing. As part of the collaborative arrangement, the Company paid $0.7 million for a warrant with an exclusive option to acquire 100% of the common stock of Sirona and loaned Sirona $9.5 million to fund development efforts of its existing projects. Of the $9.5 million loan, $1.8 million was funded in the third quarter of fiscal 2016. The loan to Sirona bears interest at a market rate. The collaborative arrangement also included the potential for future interest bearing loans from the Company of up to $1.8 million over a two-year period from the date of the arrangement, subject to the achievement of certain development milestones and other terms of the arrangement. The outstanding loan and the warrant asset are both included in Other assets on the Company’s consolidated balance sheet as of February 29, 2016.

Sirona is considered to be a VIE. However, because Sirona retains sole responsibility for and control of the operations of the business and for achieving product commercialization, the Company is not required to consolidate the results of Sirona. The maximum loss exposure associated with this VIE as of February 29, 2016 was $12.0 million, which included the outstanding loan to Sirona of $9.5 million, the amount paid for the warrant of $0.7 million, and the maximum amount of future potential loans that could be required under the arrangement.

In March 2016, the Company exercised its warrant to acquire 100% of the common stock of Sirona. Refer to Note 20 of the consolidated financial statements for additional information.

4. CONSOLIDATED VARIABLE INTEREST ENTITY

In February 2016, the Company contributed the assets acquired in the Sentilus acquisition to a newly formed company, Sentilus Holdco LLC (“Sentilus LLC”). The Company then distributed its interest in Sentilus LLC via a dividend, indirectly, to IVD Intermediate Holdings A Inc., which is the owner of Immucor’s Parent company, IVD Intermediate Holdings B Inc.

Sentilus LLC will continue developing FemtoarraysTM and the underlying technology for use in a variety of in vitro diagnostics areas. This business was spun-off from Immucor to be able to separately market the ~~anticipated~~potential new product offerings ~~that are expected to have application~~ outside of the Company’s current Transfusion and Transplant markets. The book value of the assets and liabilities transferred was $6.0 million. The book value includes assets of $1.0 million of cash, $0.5 million of equipment, $18.8 million of identifiable intangible assets, and $0.1 million of goodwill, and liabilities of $7.2 million of deferred income tax liabilities, and a $7.2 million obligation to Immucor for contingent consideration liabilities.

Sentilus LLC is considered to be a VIE. Sentilus LLC ~~will~~is be operated as a separate business ~~with Immucor as its only current customer~~. Sentilus LLC and the Company have entered into management services agreements (the “Management Contracts”) pursuant to which Immucor ~~will~~provided ~~provide~~ management, financial, legal and human resource services as well as personnel, materials and business locations to Sentilus LLC in exchange for management fees at Immucor’s cost plus a specified “arms-length” margin (which is subject to periodic adjustment). Immucor’s executive management ~~will~~controls ~~control~~ and ~~operate~~operates the Sentilus LLC business. Immucor is considered the primary beneficiary of Sentilus LLC because it is managing the Sentilus LLC business and providing the necessary personnel and support to operate the business under the terms of the Management Contracts. Accordingly, the financial results of Sentilus LLC are included in the consolidated financial results of the Company.

The operations of Sentilus LLC will be primarily funded through either additional potential future dividends from Immucor or from additional capital contributions from IVD Holdings Inc. (“Holdings”), the Parent company of IVD Intermediate Holdings A Inc. The Company could be exposed to a loss related to the Sentilus LLC business if there are expenses ~~which~~that are incurred by the Company on behalf of Sentilus LLC under the terms of the Management Contracts and are not reimbursed. This risk is deemed unlikely since all of the entities involved in this arrangement are under the common control of Holdings.

The following ~~table~~tables ~~includes~~include the carrying amounts and classification of the assets and liabilities of Sentilus LLC that are included in the Company’s consolidated balance sheet as of ~~February~~August 2931, 2016 and May 31, 2016 that cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay (~~amounts~~ in thousands):

As of August 31, 2016
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	1~~,000~~	Accounts payable	$	-553
Total current assets		1~~,000~~	~~Total~~Accrued expenses and other current liabilities		-8
			Total current liabilities		561
Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		~~547~~697	Deferred Income Tax		75,~~148~~409
Goodwill		105	~~Obligation to Immucor for contingent consideration liabilities~~		~~7,310~~
Other intangible assets, net		18,~~822~~818	Obligation to Immucor for contingent consideration liabilities		7,623
Total noncurrent assets		19,~~474~~620	Total noncurrent liabilities		1413,~~458~~032
Total Assets	$	2019,~~474~~621	Total Liabilities	$	1413,~~458~~593

5. RELATED PARTY TRANSACTIONS

As of May 31, 2016
ASSETS			LIABILITIES
Current assets:			Current liabilities:
Cash and cash equivalents	$	36	Accounts Payable	$	744
Total current assets		36	Accrued expenses and other current liabilities		4
			Total current liabilities		748

Noncurrent assets:			Noncurrent liabilities:
Property and equipment, net		644	Deferred Income Tax		6,207
Goodwill		105
Other intangible assets, net		18,820	Obligation to Immucor for contingent consideration liabilities		7,433
Total noncurrent assets		19,569	Total noncurrent liabilities		13,640
Total Assets	$	19,605	Total Liabilities	$	14,388

In connection with the acquisition of Immucor in fiscal 2012, the Company entered into a management services agreement with TPG Capital, L.P. (the “Sponsor”). Pursuant to such agreement and in exchange for on-going consulting and management advisory services that are being provided to the Company, the Sponsor receives an aggregate annual monitoring fee of approximately $3.0 million. In the three months and nine months ended February 29, 2016, approximately $0.8 million, and $2.4 ~~million, respectively, was recorded for the monitoring fees, additional services provided by the Sponsor, and out-of-pocket expenses~~. InRELATED ~~the~~PARTY three months and nine months ended February 28, 2015, $0.9 million, and $2.9 million, respectively, was recorded for these same types of fees and expenses. These expenses are included in general and administrative expenses in the Company’s consolidated statements of operations. As of February 29, 2016 and May 31, 2015, the Company owed $0.8 million and $0.7 million, respectively, to the Sponsor for these fees and expenses. TRANSACTIONS

13In connection with the Immucor Acquisition in fiscal year 2012, the Company entered into a management services agreement with TPG Capital, L.P. (the “Sponsor”). Pursuant to such agreement, and in exchange for on-going consulting and management advisory services that are provided to the Company, the Sponsor receives an aggregate annual monitoring fee of approximately $3.0 million. In the three months ended August 31, 2016 and August 31, 2015, approximately $0.9 million, and $0.8 million, respectively, was recorded for monitoring fees, additional services provided by the Sponsor, and out-of-pocket expenses and substantially all of these expenses are included in general and administrative expenses in the consolidated statements of operations. As of August 31, 2016 and May 31, 2016, the Company owed $2.4 million and $1.7 million, respectively, to the Sponsor for these fees and expenses.

6Sentilus LLC and the Company have entered into management services agreements. ~~INVENTORIES,~~Refer ~~net~~to Note 3 of the consolidated financial statements for additional information.

~~Inventories, net are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Inventories, net consist of the following (in thousands):~~ 10

	As of
	February 29, 2016		May 31, 2015
Raw materials and supplies	$	14,029		10,816
Work in process		9,034		9,197
Finished goods		24,781		21,834
	$	47,844		41,847

5.	INVENTORIES, NET

7.Inventories, ~~PROPERTY~~net ~~AND~~are ~~EQUIPMENT~~stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories, net consist of the following (in thousands):

	As of
	August 31, 2016		May 31, 2016

Raw materials and supplies	$	11,591		11,840
Work in process		11,864		11,944
Finished goods		25,800		23,110
Total Inventories, net	$	49,255		46,894

6.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):

	As of
	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
Land	$	~~233~~216			~~250~~217
Buildings and improvements		2,~~072~~196			2,~~494~~163
Leasehold improvements		26,~~208~~385			2526,~~639~~261
Capital work-in-progress		45,~~375~~671			64,~~897~~275
Furniture and fixtures		34,~~805~~103			3,~~757~~861
Machinery, equipment and instruments		~~103~~111,~~628~~341			94110,~~021~~145
		140,321			133,058
Total Property and equipment		149,912			146,922
Less accumulated depreciation		(67,533	)		(59,484	)
Less: Accumulated depreciation		(74,040	)		(70,907	)
Property and equipment, net	$	7275,~~788~~872			7376,~~574~~015

Depreciation expense was $34.60 million ~~and $10.7 million~~ in the three months ~~and nine months~~ ended ~~February~~August 2931, 2016, ~~respectively,~~ and ~~$4.1~~was ~~million and~~ $123.95 million in the three months ~~and nine months~~ ended ~~February~~August 2831, 2015~~, respectively~~. Depreciation expense is primarily included in cost of sales in the Company’s consolidated statements of operations.

1411

87. GOODWILL

The consolidated financial statements include the goodwill resulting from the acquisition of ~~Immucor in the first quarter of fiscal 2012, and the acquisition of~~ various businesses ~~since~~by ~~that date~~Immucor. The following table presents the changes in the carrying amount of goodwill during the ~~nine~~three months ended ~~February~~August 2931, 2016 and the fiscal year ended May 31, ~~2015~~2016 (in thousands):

	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
Balance at beginning of period	$	~~842~~857,~~258~~023			~~851~~842,~~563~~258
Additions:
Acquisition of businesses		~~346~~-			~~432~~15,131
Foreign currency translation adjustment		(~~1,763~~344	)		(~~9,737~~366	)
Impairment loss		-			-
Balance at end of period	$	856,679			857,023
Balance at end of period	$	840,841			842,258

In the first ~~nine~~three months of fiscal year ~~2016~~2017, and inthe twelve months of fiscal year ~~2015~~2016, there were no significant changes in goodwill other than the impact of changes in foreign currency exchange rates, and an increase in goodwill from business acquisitions completed in those periods. ~~As of February 29, 2016 and May 31, 2015, the Company had $160.0 million of accumulated impairment losses on goodwill.~~

9During the first three months of fiscal year 2017, and the twelve months of fiscal year 2016, there were no impairment losses recorded. ~~OTHER~~For ~~INTANGIBLE~~the ~~ASSETS~~periods ending August 31, ~~net~~2016 and May 31, 2016, the Company had $160.0 million of accumulated impairment losses on goodwill.

8.	OTHER INTANGIBLE ASSETS, NET

Other intangible assets, net consist of the following (in thousands):

As of

February 29, 2016

May 31, 2015

August 31, 2016

May 31, 2016

Weighted Average Life (years)

Cost

Accumulated Amortization

Net

Cost

Accumulated Amortization

Net

Other intangible assets subject to amortization:

Customer relationships

1920

~~461~~462,~~491~~531

(~~103~~115,~~219~~021

)

~~358~~347,~~272~~510

462,~~534~~602

(86109,~~052~~260

)

~~376~~353,~~482~~342

Existing technology / trade names

1112

~~315~~355,~~004~~604

(~~120~~136,~~838~~214

)

~~194~~219,~~166~~390

~~314~~355,~~850~~604

(99128,~~565~~530

)

~~215~~227,~~285~~074

Corporate trade name

40,000

(1213,~~088~~421

)

2726,~~912~~579

40,000

(1012,~~088~~754

)

2927,~~912~~246

Below market leasehold interests

1,200

(~~612~~649

)

~~588~~551

1,200

(~~557~~631

)

~~643~~569

Other intangibles

~~429~~428

(~~235~~288

)

~~194~~140

428

(~~156~~262

)

~~272~~166

Total amortizable assets

~~818~~859,~~124~~763

(~~236~~265,~~992~~593

)

~~581~~594,~~132~~170

~~819~~859,~~012~~834

(~~196~~251,~~418~~437

)

~~622~~608,~~594~~397

Intangible assets not subject to amortization:

In-process research and development

2724,700

Total non-amortizable assets

2724,700

Other intangible assets, net

~~845~~884,~~824~~463

(~~236~~265,~~992~~593

)

~~608~~618,~~832~~870

~~846~~884,~~712~~534

(~~196~~251,~~418~~437

)

~~650~~633,~~294~~097

A portion of the Company’s customer relationships is held in functional currencies outside the U.S. Therefore, the stated cost as well as the accumulated amortization is affected by the fluctuation in foreign currency exchange rates.

Amortization expense related to these intangible assets for the three months and nine months ended February 29, 2016 was $13.6 million and $40.7 million, respectively, and for the three months and nine months ended February 28, 2015 was $13.6 million and $40.9 million, respectively. Expected amortization expense for the remainder of fiscal year 2016 and for each of the five succeeding years is as follows (in thousands):12

Year Ending May 31:
2016	$	13,597
2017		54,231
2018		54,117
2019		50,193
2020		49,086
2021		49,059

Amortization expense related to these intangible assets for the three months ended August 31, 2016 and August 31, 2015 was $14.2 million and $13.6 million, respectively. Expected amortization expense for the remainder of fiscal year 2017 and for each of the five succeeding years is as follows (in thousands):

Year Ending May 31:
2017	$	42,450
2018		56,530
2019		52,606
2020		51,498
2021		51,469
2022		51,464

109. ~~DEFERRED~~LONG-TERM ~~FINANCING COSTS, net~~DEBT

Changes in deferred financing costs, net during the nine months ended February 29, 2016 and the fiscal year ended May 31, 2015 are as follows (in thousands):

	As of
	February 29, 2016			May 31, 2015
Balance at beginning of period	$	26,399			33,116
Amortization		(5,327	)		(6,717	)
Balance at end of period	$	21,072			26,399

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except the senior secured revolving loan facility which uses the straight line method.

11. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	As of
	As of August 31, 2016											As of May 31, 2016
	February 29, 2016			May 31, 2015
	Gross			OID (1)			DFC (2)			Net		Gross		OID (1)			DFC (2)			Net
Term Loan Facility, net of $5,761 and $7,381 debt discounts, respectively	$	637,675			641,029
Term Loan Facility	$	640,119			(4,648	)		(11,051	)		624,420		641,777		(5,210	)		(12,174	)		624,393
Notes, net of $2,819 and $3,291 debt discounts, respectively		397,181			396,709
Notes		400,000			(2,476	)		(6,611	)		390,913		400,000		(2,648	)		(7,223	)		390,129
Revolving Facility		4,500			-
Revolving Facilities		21,000			-			-			21,000		-		-			-			-
Capital lease agreements		-172			7-			-			172		232		-			-			232
		1,039,356			1,037,745
Total long-term debt		1,061,291			(7,124	)		(17,662	)		1,036,505		1,042,009		(7,858	)		(19,397	)		1,014,754
Less current portion, net of debt discounts		(8,878	)		(4,469	)
Less: Current portion of long-term debt		27,763			-			-			27,763		6,806		-			-			6,806
Long-term debt, net of current portion	$	1,030,478			1,033,276
Long-term debt, excluding current portion	$	1,033,528			(7,124	)		(17,662	)		1,008,742		1,035,203		(7,858	)		(19,397	)		1,007,948

(1) - OID refers to original issue discounts on the Company's long-term debt

(2) - DFC refers to deferred financing costs related to the Company's long-term debt facilities

Senior Secured Credit Facilities, Security Agreement and Guaranty

The Company is party to a credit agreement and related security and other agreements as subsequently amended, with a bank syndicate of lenders, and Citibank N.A. as the Administrative Agent. The credit agreement, as amended, provides for (1) a $663.3 million senior secured term loan facility (the “Term Loan Facility”) and (2) a $~~100~~80.0 million of senior secured revolving loan ~~facility~~facilities (the “Revolving ~~Facility~~Facilities,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In addition to borrowings upon prior notice, the Revolving ~~Facility~~Facilities ~~includes~~include borrowing capacity in the form of letters of credit and borrowings on same-day notice, referred to as swing line loans, in each case, up to $25.0 million, and is available in U.S. dollars, GBP, Euros, Yen, Canadian dollars and in such other currencies as the Company and the Administrative Agent under the Revolving ~~Facility~~Facilities may agree (subject to a sublimit for such non-U.S. currencies).

OnBorrowings ~~December~~under 9,the ~~2015~~Senior Credit Facilities bear interest at a rate per annum equal to an applicable margin plus, at the Company’s ~~entered~~option, ~~into~~either ~~Amendment~~(a) in Nothe case of borrowings in U.S. 5dollars, a base rate determined by reference to the ~~credit~~highest ~~agreement~~of (1) the prime rate of Citibank, N.A., (2) the federal funds effective rate plus 0.50% and (3) a LIBOR rate determined by reference to ~~modify~~the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (b) in the ~~financial~~case ~~covenant~~of ~~associated~~borrowings ~~with~~in U.S. dollars or another currency, a LIBOR rate determined by reference to the ~~Revolving~~costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%. The ~~amendment~~applicable ~~provides~~margin ~~that~~for ~~beginning~~borrowings under the Term Loan Facility is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the ~~period~~Revolving ~~ending~~Facilities ~~November~~is ~~30,~~2.75% ~~2015~~with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings, subject to a 0% LIBOR floor. The applicable margin for ~~purposes~~borrowings ofunder ~~calculating~~the ~~its~~Revolving ~~compliance~~Facilities ~~with~~is subject to a 0.25% step-down, when the Company’s senior secured net leverage ratio ~~covenant~~at ~~for~~the ~~any~~end ~~trailing~~of ~~twelve-month~~a ~~period~~fiscal ~~for~~quarter ~~bank~~is ~~reporting~~less ~~purposes~~than or equal to 3:00 to 1:00. The Revolving Facilities mature on the earlier of (i) February 19, 2020, (ii) May 19, 2018, if the ~~Company~~maturity ~~may~~of ~~calculate~~the ~~EBITDA~~Term onLoan aFacility ~~constant~~has ~~currency~~not ~~basis~~been extended by such date, asand ~~defined~~(iii) 90 days prior to any maturity date of certain funded material indebtedness (which maturity date shall be no earlier than October 19, 2018). Certain other Company actions would also result in a springing maturity of the ~~amendment~~Revolving Facilities as early as August 20, 2017. The ~~use~~aggregate principal amount of the ~~constant~~revolving ~~currency~~credit ~~adjustment~~commitments is ~~subject~~as follows: (1) $80.0 million as of May 4, 2016, (2) on August 19, 2018, to ~~the~~$70.0 ~~Company’s~~million, ~~compliance~~(3) ~~with~~on ~~certain~~February ~~restrictions~~19, 2019, to $60.0 million, and (4) on August 19, 2019, to $50.0 million.

1613

~~Borrowings~~The ~~under the Senior Credit Facilities bear~~ interest ~~at a~~ rate ~~per~~on ~~annum equal to an applicable margin plus, at~~ the ~~Company’s~~Term ~~option,~~Loan ~~either~~Facility ~~(a) in~~was ~~the~~5.00% ~~case~~as of ~~borrowings~~August ~~in U.S. dollars~~31, a2016 ~~base~~and ~~rate~~May ~~determined by reference to the highest of (1) the prime rate of Citibank~~31, N2016.~~A.,~~ ~~(2) the~~Including ~~federal funds effective rate plus 0.50% and (3) a LIBOR rate determined by reference to~~ the ~~costs~~amortization of ~~funds~~deferred ~~for~~financing ~~U.S. dollar deposits for an interest period of one month adjusted for certain additional~~ costs, ~~plus~~and ~~1.00% or (b) in~~ the ~~case~~original ofissue ~~borrowings in U.S. dollars or another currency~~discount, ~~a LIBOR rate determined by reference to~~ the ~~costs~~effective ~~of funds for U.S. dollar deposits for the~~ interest ~~period~~rate ~~relevant~~on ~~to such borrowing adjusted for certain additional costs, which, in~~ the ~~case of the~~ Term Loan Facility ~~only,~~is ~~shall be no less than 1~~6.2515%. ~~The applicable margin~~ for ~~borrowings under~~ the ~~Term~~three ~~Loan~~months ~~Facility~~ended isAugust 231, 2016.~~75%~~ ~~with~~The ~~respect~~weighted toaverage ~~base~~interest rate ~~borrowings~~on ~~and~~the ~~3.75%~~borrowings ~~with~~from ~~respect~~the toRevolving ~~LIBOR~~Facilities ~~borrowings.~~during ~~The~~the ~~applicable~~first ~~margin~~three ~~for~~months ~~borrowings~~of ~~under~~fiscal ~~the~~year ~~Revolving~~2017 ~~Facility~~was isapproximately 25.7546%. ~~with~~At ~~respect~~August to31, ~~base~~2016, ~~rate~~there ~~borrowings~~were ~~and 3~~$21.~~75%~~0 ~~with~~million ~~respect~~of tooutstanding ~~LIBOR~~ borrowings. ~~The applicable margin for borrowings~~ under the Revolving ~~Facility~~Facilities isand ~~subject~~no tooutstanding aletters ~~0.25% step-down, when the Company’s senior secured net leverage ratio at the end~~ of ~~a fiscal quarter is less than or equal to 3:00 to 1:00~~credit. ~~The Revolving Facility matures on August 19, 2017.~~

The ~~interest~~Company ~~rate~~is required to make scheduled principal payments on the ~~Term~~last ~~Loan~~business ~~Facility~~day ~~was~~of 5each calendar quarter equal to 0.0025% asof the original principal amount of ~~February~~loans ~~29,~~under ~~2016~~the Term Loan Facility with the balance due and ~~May~~payable 31on August 19, ~~2015~~2018. ~~Including~~Currently ~~the~~scheduled ~~amortization~~principal ofpayments ~~deferred~~are ~~financing~~$1.7 ~~costs~~million ~~and~~per ~~the~~quarter. ~~original~~The ~~issue~~Company ~~discount,~~is ~~the~~also ~~effective~~required ~~interest~~to ~~rate~~repay onloans under the Term Loan Facility isbased ~~6.11%~~on ~~for~~annual ~~the~~excess ~~nine~~cash ~~months~~flows ~~ended~~as ~~February~~defined ~~29,~~in ~~2016.~~the ~~During~~credit ~~the~~agreement ~~first~~governing ~~nine~~the ~~months~~Term ofLoan ~~fiscal~~Facility ~~2016,~~and upon the ~~Company~~occurrence ~~borrowed~~of ~~$48.0~~certain ~~million~~other ~~and~~events ~~repaid~~set ~~$43.5~~forth ~~million~~in ~~from~~that ~~our~~credit ~~Revolving Facility~~agreement. The ~~weighted~~additional ~~average~~principal ~~interest~~due ~~rate~~under on the ~~borrowings~~terms ~~from~~of the ~~Revolving~~excess ~~Facility~~cash ~~during~~flow ~~the~~requirement ~~first~~was ~~nine~~zero ~~months~~for of fiscal year 2016 ~~was~~and ~~approximately~~fiscal 4year 2015.~~73%.~~ AtThe ~~February~~terms ~~29,~~of ~~2016,~~the ~~there~~Senior ~~were~~Credit ~~$4.5~~Facilities ~~million~~provide that any principal paid as a result of ~~outstanding~~the ~~borrowings~~excess ~~under~~cash flow requirement, shall be applied to the ~~Revolving~~scheduled ~~Facility~~installments ~~and~~of noprincipal ~~outstanding~~following ~~letters~~the date of ~~credit.~~prepayment in direct order of maturity.

~~The~~All ~~Company~~obligations isunder ~~required~~the toSenior ~~make~~Credit ~~scheduled~~Facilities ~~principal~~are ~~payments~~unconditionally onguaranteed by the ~~last~~parent ~~business~~company ~~day~~ of ~~each~~Immucor, ~~calendar~~IVD ~~quarter~~Intermediate ~~equal~~Holdings toB 0Inc.~~25%~~ of (the ~~original~~“Parent”), ~~principal~~and ~~amount~~certain of ~~loans~~Immucor’s ~~under~~existing ~~the~~and ~~Term~~future ~~Loan~~wholly ~~Facility~~owned ~~with~~domestic ~~the~~subsidiaries ~~balance~~(such ~~due~~subsidiaries ~~and~~collectively, ~~payable~~the on“Subsidiary ~~August 19~~Guarantors”), ~~2018.~~and ~~Currently scheduled principal payments~~ are ~~$1.7~~secured, ~~million~~subject ~~per~~to ~~quarter.~~certain ~~The~~exceptions, ~~Company~~by issubstantially ~~also~~all ~~required~~of ~~to repay loans under~~ the ~~Term~~Company’s ~~Loan~~assets ~~Facility~~and ~~based on annual excess cash flows as defined in~~ the ~~credit~~assets ~~agreement~~of ~~governing~~ the ~~Term~~Parent ~~Loan Facility~~ and ~~upon~~Subsidiary ~~the~~Guarantors, ~~occurrence~~subject ofin ~~certain~~each ~~other~~case ~~events~~to ~~set~~customary ~~forth~~exceptions inand ~~that credit agreement~~exclusions. ~~The~~Neither ~~additional~~the ~~principal~~assets ~~due~~nor ~~under~~ the ~~terms~~equity of ~~the~~Sentilus ~~excess~~LLC ~~cash~~is ~~flow~~collateral ~~requirement was zero~~ for ~~fiscal year 2015 and fiscal year 2014. The terms of~~ the Senior Credit Facilities provide that any principal paid as a result of the excess cash flow requirement, shall be applied to the scheduled installments of principal following the date of prepayment in direct order of maturity.

All obligations under the Senior Credit Facilities are unconditionally guaranteed by the parent company of Immucor, IVD Intermediate Holdings B Inc. (the “Parent”), and certain of Immucor’s existing and future wholly owned domestic subsidiaries (such subsidiaries collectively, the “Subsidiary Guarantors”), and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Parent and Subsidiary Guarantors, subject in each case to customary exceptions and exclusions. Neither the assets nor the equity of Sentilus LLC is collateral for the Senior Credit Facility.

Indenture and the Senior Notes Due 2019

The Company has also issued $400.0 million in principal amount of Senior Notes (the “Notes”). The Notes bear interest at a rate of 11.125% per annum, and interest is payable semi-annually on February 15 and August 15 of each year. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Notes is 11.70% for the ~~nine~~three months ended ~~February~~August 2931, 2016. The Notes mature on August 15, 2019.

Subject to certain exceptions, the Notes are guaranteed on a senior unsecured basis by each of Immucor’s current and future wholly owned domestic restricted subsidiaries (and non-wholly owned subsidiaries if such non-wholly owned subsidiaries guarantee the Company’s or another guarantor’s other capital market debt securities) that is a guarantor of certain debt of the Company or another guarantor, including the Senior Credit Facilities. The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness that is not expressly subordinated in right of payment thereto. The Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Company’s existing and future secured indebtedness, including the Senior Credit Facilities described above, to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Company’s non-guarantor subsidiaries.

The Company is not aware of any violations of the covenants pursuant to the terms of the indenture governing the Notes or the credit agreement governing the Senior Credit Facilities.

1714

Future Commitments

The following is a summary of the combined principal maturities of all long-term debt and principal payments to be made under the Company’s capital lease agreements for ~~the remainder of fiscal year 2016 and~~ each of the fiscal years presented in the table below (in thousands):

Year Ended May 31:
2016	$	6,159
2017	$	26,146
2017		6,632
2018		6,632
2019		628,513
2020		400,000
	$	1,047,936
Total	$	1,061,291

Interest Expense

The significant components of interest expense are as follows (in thousands):

	Three Months Ended					~~Nine Months Ended~~
	February 29 2016		February 28 2015			February 29 2016		February 28 2015
	August 31
Notes, including OID amortization	$	11,285		11,265			33,847		33,792
	2016		2015
Term loan facility, including OID amortization		8,685		8,646			26,190		26,265
Notes, including OID amortization	$	11,298		11,279
Amortization of deferred financing costs		1,792		1,674			5,327		4,998
Term loan facility, including OID amortization		8,748		8,804
Interest rate swaps and other interest		122		209			487		700
Amortization of deferred financing costs		1,740		1,754
Revolving facility fees and interest		154		157			563		516
Interest rate swaps and other interest		127		210
Interest accreted on contingent consideration liabilities		291		(158	)		861		642
Revolving facility fees and interest		207		160
Interest expense	$	22,329		21,793			67,275		66,913
Interest accreted on contingent consideration liabilities		982		285
Interest expense	$	23,102		22,492

~~12.~~Deferred ~~DERIVATIVE~~financing ~~FINANCIAL INSTRUMENTS~~costs

AsChanges of February 29, 2016, the Company has an interest rate swap agreement to hedge $70.0 million of its future interest commitments resulting from the Company’s Term Loan Facility, and to protect the Company from variability in ~~cash~~deferred ~~flows~~financing ~~attributable~~costs toduring ~~changes in LIBOR interest rates. The purpose of entering into a swap agreement is to match~~ the ~~LIBOR~~three ~~floor~~months inended ~~the~~August ~~swaps with the terms of the Term Loan Facility. Consistent with the terms of the Company’s Term Loan Facility~~31, ~~the~~2016 ~~swap~~and ~~includes a LIBOR floor of 1.25%. The swap agreement hedges a portion of contractual floating rate interest commitments through~~ the ~~expiration~~fiscal ~~of the agreement in September of each~~ year ~~through~~ended ~~2016.~~May ~~As a result of the agreement~~31, ~~the~~2016 ~~LIBOR~~are ~~rate~~as ~~associated~~follows ~~with~~(in ~~the hedged amount of the Company’s indebtedness has been fixed at 1.91% until September 30, 2016.~~ thousands):

Prior to October 1, 2014, the Company had swap agreements that hedged $240.0 million of its floating rate interest commitments at a weighted average fixed LIBOR rate of 1.67%. Effective October 1, 2014 through September 30, 2015, the Company had swap agreements that hedged $155.0 million of the Company’s floating rate interest commitments at a weighted average fixed LIBOR rate of 1.77%. Effective October 1, 2015 through September 30, 2016, the Company has swap agreements to hedge $70.0 million of the Company’s floating rate interest commitments at a fixed LIBOR rate of 1.91%.

	August 31, 2016			May 31, 2016

Balance at beginning of period	$	19,397			26,399
Debt issuance costs (1)		5			118
Amortization		(1,740	)		(7,120	)
Balance at end of period	$	17,662			19,397

(1) Debt issuance costs are related to Amendment No. 6 of our credit agreement

Deferred financing costs are capitalized and are amortized over the life of the related debt agreements using the effective interest rate method, except for the costs associated with the Revolving Facilities which uses the straight-line method, and are included in the Term Loan Facility.

10.

DERIVATIVE FINANCIAL INSTRUMENTS

As of August 31, 2016, the Company has an interest rate swap agreement to hedge $70.0 million of its future interest commitments resulting from the Term Loan Facility, and to protect the Company from variability in cash flows attributable to changes in LIBOR interest rates. The purpose of entering into a swap agreement is to match the LIBOR floor in the swaps with the terms of the Term Loan Facility. Consistent with the terms of the Company’s Term Loan Facility, the swap includes a LIBOR floor of 1.25%. The swap agreement hedges a portion of contractual floating rate interest commitments through the expiration of the agreement in September 2016. As a result of the agreement, the LIBOR rate associated with the hedged amount of the Company’s indebtedness has been fixed at 1.91% until September 30, 2016.

Effective October 1, 2014 through September 30, 2015, the Company had swap agreements that hedged $155.0 million of the Company’s floating rate interest commitments at a weighted average fixed LIBOR rate of 1.77%. Effective October 1, 2015 through September 30, 2016, the Company has swap agreements to hedge $70.0 million of the Company’s floating rate interest commitments at a fixed LIBOR rate of 1.91%.

The Company designated these interest rate swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these swaps are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses will be recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from accumulated other comprehensive income or loss to interest expense.

The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into interest expense in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in the fair values of derivatives that do not qualify as effective are immediately recognized in earnings.

The gains and losses on derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of ~~February~~August 2931, 2016, approximately $~~0.3~~40 ~~million~~thousand of the deferred net loss on derivative instruments accumulated in other comprehensive loss is expected to be reclassified as interest expense during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.

The fair values of the interest rate swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (level 2). A summary of the recorded liabilities included in the consolidated balance sheets is as follows (in thousands):

	As of
	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
Interest rate swaps (included in other liabilities)	$	(~~269~~38	)		(~~686~~155	)

The losses from accumulated other comprehensive loss (“AOCI”) was reclassified to the consolidated statement of operations and appears as follows (in thousands):

	Three Months Ended						~~Nine Months Ended~~
Location of (loss) gain reclassified from AOCI into income	February 29 2016			February 28 2015			February 29 2016			February 28 2015
	August 31
(Losses) gains on cash flow hedges:
Location of (loss) gain reclassified from AOCI into income	2016			2015
Interest expense (effective portion)	$	(121	)		(207	)		(489	)		(693	)
(Losses) gains on cash flow hedges:
Interest income (expense) (ineffective portion)	$	-			-			(1	)		(2	)
Interest expense (effective portion)	$	(125	)		(217	)
Interest income (expense) (ineffective portion)	$	-			(1	)

1311. FAIR VALUE

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

	As of February 29, 2016
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands of dollars)
Derivative instruments	$	-		(269	)		-			(269	)
Contingent consideration liabilities	$	-		-			(19,409	)		(19,409	)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	As of August 31, 2016
	Fair Value Measurements of Assets (Liabilities) Using								Carrying
	(Level 1)		(Level 2)			(Level 3)			Amount
	(in thousands)

Derivative instruments	$	-		(38	)		-			(38	)
Contingent consideration liabilities	$	-		-			(41,333	)		(41,333	)

As of May 31, 2015

As of May 31, 2016

Fair Value Measurements of Assets (Liabilities) Using

Carrying

(Level 1)

(Level 2)

(Level 3)

Amount

(in thousands of dollars)

Derivative instruments

(~~686~~155

)

(~~686~~155

)

Contingent consideration liabilities

(1840,~~596~~356

)

(1840,~~596~~356

)

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable and accrued expenses approximate their fair values because of the short-term maturity of these instruments. Of the $129.27 million and $1810.43 million of cash and cash equivalents at ~~February~~August 2931, 2016 and May 31, ~~2015~~2016, respectively, approximately 2617% and 3738% was located in the U.S., respectively.

The Company uses derivative financial instruments, primarily in the form of floating-to-fixed interest rate swap agreements, in order to mitigate the risks associated with interest rate fluctuations on the Company’s floating rate indebtedness. The estimated fair value of the Company’s derivative instruments is based on quoted market prices for similar instruments (a level 2 input) and are reflected at fair value in the consolidated balance sheets. The level 2 inputs used to calculate fair value were interest rates, volatility and credit derivative markets. The Company’s current and long-term derivative financial instrument liabilities are included in ~~Accrued~~accrued interest and interest rate swap liability and other long-term liabilities in the Company’s consolidated balance sheets.

The fair value of the Company’s Notes and the Term Loan Facility (collectively referred to as the Company’s debt instruments) is estimated to be $295.3 million and $588.7 million at February 29, 2016, respectively, based on recent trades of similar instruments. The fair value of the Notes and the Term Loan Facility was estimated to be $424.3 million and $653.3 million at May 31, 2015, respectively, based on the fair value of these instruments at that time. 17

The fair value of the Notes and the Term Loan Facility (collectively referred to as the Company’s debt instruments) is estimated to be $368.8 million and $624.1 million at August 31, 2016, respectively, based on recent trades of similar instruments. The fair value of the Notes and the Term Loan Facility was estimated to be $364.3 million and $614.5 million at May 31, 2016, respectively, based on the fair value of these instruments at that time.

Management believes that these liabilities can be liquidated without restriction.

As of ~~February~~August 2931, 2016 and May 31, 2016, the Company had $1941.3 million and $40.4 million, respectively, in contingent consideration liabilities for earn-out provisions resulting from acquisitions included in Other long-term liabilities on the Company’s consolidated balance sheet.

As of May 31, 2015, the Company had $18.6 million in contingent consideration liabilities for earn-out provisions, of which $0.1 million was included in Accrued expenses and other current liabilities and $18.5 million was included in Other long-term liabilities on the Company’s consolidated balance sheet.

The fair value of these contingent consideration liabilities was determined by applying a form of the income approach (a level 3 input), based upon the probability-weighted projected payment amounts discounted to present value at a rate appropriate for the risk of achieving the performance targets. The key assumptions included in the calculations were the earn-out period payment probabilities, projected revenues, discount rate and the timing of payments. The present value of the expected payments considers the time at which the obligations are expected to be settled and a discount rate that reflects the risk associated with the performance payments.

The changes in the Company’s current and long-term contingent consideration liabilities are summarized in the following table (in thousands):

	Nine Months Ended February 29, 2016			Twelve Months Ended May 31, 2015
	Three Months Ended			Twelve Months Ended
Balance at the beginning of the period	$	(18,596	)		(11,300	)
	August 31, 2016			May 31, 2016
Additions due to acquisitions		-			(6,469	)
Balance at the beginning of the period	$	(40,356	)		(18,596	)
Payments		48			87
Additions due to acquisitions		-			(20,000	)
Accretion of fair value		(861	)		(914	)
Payments		5			65
Balance at the end of the period	$	(19,409	)		(18,596	)
Accretion of fair value		(982	)		(1,825	)
Balance at the end of the period	$	(41,333	)		(40,356	)

2012. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

14Total accumulated other comprehensive (loss) income is included in the Consolidated Statement of Changes in Equity. ~~ACCUMULATED~~The ~~OTHER~~changes ~~COMPREHENSIVE~~in ~~LOSS~~accumulated other comprehensive (loss) income are as follows (in thousands):

The changes in accumulated other comprehensive loss are as follows (in thousands):

	Pretax			Tax			After Tax
Three Months Ended August 31, 2016
Foreign exchange translation adjustment	$	(302	)		5			(307	)
Changes in fair value of cash flow hedges		117			45			72
Accumulated other comprehensive (loss) income	$	(185	)		50			(235	)

Three Months Ended August 31, 2015
Foreign exchange translation adjustment	$	(29	)		(51	)		22
Changes in fair value of cash flow hedges		180			120			60
Accumulated other comprehensive income	$	151			69			82

	Pretax			Tax			After Tax
Nine Months Ended February 29, 2016
Foreign exchange translation adjustment	$	(3,949	)		(269	)		(3,680	)
Changes in fair value of cash flow hedges		417			168			249
	$	(3,532	)		(101	)		(3,431	)
Nine Months Ended February 28, 2015
Foreign exchange translation adjustment	$	(26,246	)		1,431			(27,677	)
Changes in fair value of cash flow hedges		553			242			311
	$	(25,693	)		1,673			(27,366	)

The components of accumulated other comprehensive loss are as follows (in thousands):

	As of
	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
Cumulative foreign currency translation adjustment	$	(4239,~~819~~620	)		(39,~~139~~313	)
Change in fair value of cash flow hedges, net of tax		(~~176~~22	)		(~~425~~94	)
Accumulated other comprehensive loss	$	(4239,~~995~~642	)		(39,~~564~~407	)

1513. SHARE-BASED COMPENSATION

The Company has granted nonvested restricted stock, ~~stock options,~~ and stock ~~appreciation~~options ~~rights~~ to key employees and directors under its 2011 Equity Incentive Plan. The Company granted stock awards with an aggregate fair value of approximately ~~zero and~~ $171.20 million during the three months ~~and nine months~~ ended ~~February~~August 2931, 2016 and $011.19 million ~~and $0.7 million~~ during the three months ~~and nine months~~ ended ~~February~~August 2831, 2015~~, respectively~~. ~~During~~As ~~fiscal 2016, the Compensation Committee approved an increase in the shares eligible for grant under the Company’s 2011 Equity Incentive Plan from 514,631 shares to 808,444 shares, and as~~ of ~~February~~August 2931, 2016, a total of 6627,~~166~~153 shares were available for future grants.

Restricted stock units typically vest over a two-year period (50% per year) and do not expire. Upon vesting, and in some cases certain other triggers, restricted stock units are settled in shares of IVD Holdings Inc.’s common stock. Stock option awards are granted with service-based vesting conditions (“service-based options”), and performance-based or market-based vesting conditions (“performance-based options”). The service-based options contain tiered vesting terms over the service period. The performance-based options vest in tranches upon the achievement of certain performance or market objectives, which are measured over a three or four year period.

OnThe ~~September 24, 2015, the~~ Company’s ~~Compensation~~recognized ~~Committee~~expense ~~approved~~of a$1.4 ~~modification~~million toin the ~~Company’s~~three ~~2011~~months ~~Equity~~ended ~~Incentive~~August ~~Plan~~31, ~~(“Plan”)~~2016 ~~effective~~and ~~November 1, 2015~~$0.9 ~~This~~million ~~modification~~in ~~added~~the anthree ~~alternative~~months ~~service-based~~ended ~~vesting~~August ~~opportunity~~31, to2015, ~~all~~before ~~previously~~income ~~granted~~tax ~~but unvested performance-based options. On October 16~~benefits, ~~2015,~~for all the Company’s ~~Compensation Committee approved an additional modification to its Plan that converted all~~ stock ~~appreciation~~awards. ~~rights~~As ~~granted~~of ~~prior~~August to31, ~~November 1~~2016, ~~2015~~there towas ~~service-based~~$12.6 ~~option~~million ~~awards~~of ~~and~~total ~~performance-based~~unrecognized ~~option~~compensation ~~awards.~~cost ~~These~~related ~~awards will vest from~~ the ~~original~~Company’s ~~grant~~stock ~~through~~plans ~~May~~that ~~31,~~will ~~2021.~~be ~~This~~recognized ~~modification~~over ~~resulted~~approximately ~~in a total increase in stock-based compensation expense of $4~~2.69 ~~million~~years.

2114. INCOME TAXES

~~Stock~~The ~~options~~effective tax rate for the three months ended August 31, 2016 and August 31, 2015 was 34.7% and 28.3%, respectively. The difference between the federal statutory rate and the effective tax rate for the three months ended August 31, 2016 and 2015, was primarily due to the income subject to tax in the various tax jurisdictions with ~~service-based~~rates ~~vesting~~that ~~conditions~~differ from the U.S. statutory tax rate and the impact of recording U.S. income taxes associated with current and future distributions of foreign earnings.

The Company ~~has~~does ~~granted~~not ~~awards~~consider ~~that~~itself ~~contain~~to ~~service-based~~be ~~vesting~~permanently ~~conditions. These~~reinvested ~~awards~~with ~~contain~~respect ~~tiered~~to ~~vesting~~its ~~terms~~accumulated ~~over~~and un-repatriated earnings as well as the ~~service~~future ~~period~~earnings of each foreign subsidiary. ~~The~~Accordingly, ~~compensation~~the ~~cost~~Company ~~for~~recorded ~~these~~a ~~options~~deferred istax ~~recognized~~liability onassociated awith ~~straight-line~~unremitted ~~basis~~future ~~over~~earnings ~~the~~of ~~vesting~~its ~~periods~~foreign subsidiaries. ~~Activity~~The ~~for~~Company ~~the~~continues ~~service-based~~to ~~vesting~~consider ~~options~~its ~~was~~investment asin ~~follows~~each ~~for~~foreign ~~the~~subsidiary ~~nine~~to ~~months~~be ~~ended~~permanently ~~February~~reinvested ~~29,~~and ~~2016:~~thus has not recorded a deferred tax liability on such amounts.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1)
Service-based options outstanding at May 31, 2015		158,329		$	100.00
Granted		531,072			100.00
Exercised		-			-
Forfeited		(21,186	)		100.00
Expired or cancelled		(1,910	)		100.00
Service-based options outstanding at February 29, 2016		666,305			100.00		8.0	$	-
Exercisable at February 29, 2016		146,393		$	100.00		6.2	$	-

15.

SEGMENT AND GEOGRAPHIC INFORMATION

(1) The aggregate intrinsic value in the above table represents the total pre-tax amount that a participant would receive if the option had been exercised on the last day of the respective fiscal year. Options with a market value less than its exercise value are not included in the intrinsic value amount.

The weighted-average grant-date fair value of share options granted during the first nine months of fiscal year 2016 was $25.25.

As of February 29, 2016, there was $11.0 million of total unrecognized compensation cost related to nonvested service-based stock option awards. This compensation cost is expected to be recognized over a weighted average period of approximately 3.2 years.

Stock options with performance-based or market-based vesting conditions

The Company has granted awards that contain either performance-based or market-based conditions. Compensation cost for the performance-based or market-based stock options is recognized based on either the achievement of the performance conditions, if they are considered probable, or if they are not considered probable, on the achievement of the market-based condition. Awards granted which vest upon either the satisfaction of the performance or market conditions were measured based upon the achievement of the market condition during fiscal 2016 since the Company believes that the achievement of the performance conditions are not probable. Activity for the performance-based or market-based options was as follows for the nine months ended February 29, 2016:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1)
Performance or market-based options outstanding at May 31, 2015		149,329		$	100.00
Granted		6,538			100.00
Exercised		-			-
Forfeited		(20,183	)		100.00
Expired or cancelled		(101,177	)		100.00
Performance or market-based options outstanding at February 29, 2016		34,507			100.00		5.9	$	-
Exercisable at February 29, 2016		34,507		$	100.00		5.9	$	-

The weighted-average grant-date fair value of share options granted during the first nine months of fiscal year 2016 was $23.82.

As of February 29, 2016, there was $0.1 million of total unrecognized compensation cost related to nonvested performance-based or market-based vesting conditions awards. This compensation cost is expected to be recognized over a weighted average period of approximately 0.5 years.

Restricted stock units

The fair value of restricted stock is estimated using the Monte Carlo simulation approach described above and is then discounted due to non-marketability. The following is a summary of the changes in non-vested restricted stock units for the first nine months of fiscal year 2016:

	Number of Shares			Weighted-Average Grant-Date Fair Value
Nonvested restricted stock units outstanding at May 31, 2015		2,400		$	84.55
Granted		34,566			104.24
Vested		(800	)		90.72
Forfeited		-			-
Nonvested restricted stock units outstanding at February 29, 2016		36,166		$	103.25

As of February 29, 2016, there was $3.1 million of total unrecognized compensation cost related to nonvested restricted stock awards. This compensation cost is expected to be recognized over the weighted average period of approximately 3.3 years.

Stock appreciation rights

As of November 1, 2015, the Company canceled all its existing stock appreciation rights and converted them to service-based and performance-based option awards.

	Number of Shares			Weighted-Average Grant-Date Fair Value
Stock appreciation rights outstanding at May 31, 2015		167,000		$	1.98
Granted		3,000			1.98
Vested		-			-
Forfeited		(2,600	)		1.98
Cancelled/Expired		(167,400	)		1.98
Stock appreciation rights outstanding at February 29, 2016		-		$	-

The Company recognized expense of $1.3 million and $4.0 million in the three months and nine months ended February 29, 2016 and $0.3 million and $1.8 million in the three months and nine months ended February 28, 2015, respectively, before income tax benefits, for all the Company’s stock awards.

16. INCOME TAXES

The effective tax rate for the nine months ended February 29, 2016 and February 28, 2015 was 33.7% and -73.0%, respectively. The difference between the federal statutory rate and the effective tax rate for the nine months ended February 29, 2016 was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with future remittances of un-repatriated foreign earnings, and changes in the U.S. tax law related to the R&D tax credit during the third quarter of fiscal 2016. The difference between the federal statutory rate and the effective tax rate for the nine months ended February 28, 2015 was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate and the impact of recording U.S. income taxes associated with future remittances of un-repatriated foreign earnings. In addition, during the third quarter of fiscal 2015, the Company changed its election with regard to the treatment of its foreign tax credits.

The Company does not consider itself to be permanently reinvested with respect to its accumulated and un-repatriated earnings of each foreign subsidiary. Accordingly, the Company has provided for deferred taxes on future remittances of the un-repatriated earnings of its foreign subsidiaries. The Company continues to consider its investment in each foreign subsidiary in excess of its accumulated and un-repatriated earnings to be permanently reinvested and thus has not recorded a deferred tax liability on that amount.

17. SEGMENT AND GEOGRAPHIC INFORMATION

The Company determines operating segments in accordance with its internal operating structure, which is organized based upon product groups. Each segment is separately managed and is evaluated primarily upon operating results. The Company has two operating segments, the Transfusion segment and the Transplant & Molecular segment, which have been aggregated into one reportable segment.

The Company ~~manufactures and~~ markets a complete line of diagnostics products and automated systems which are used primarily by hospitals, donor centers and reference laboratories in a number of tests performed to detect and identify certain properties of human blood and human tissue to enable the most compatible match available between patient and donor. These tests are performed for the purpose of blood ~~transfusion~~transfusions and ~~transplant~~organ and stem cell transplantations.

The Company operates in various geographic markets. These geographic markets are comprised of the United States, Europe, Canada and other international markets. The majority of the other international markets are considered Emerging Markets for our business. Our products are marketed globally, both directly to the end user and through established distributors. 19

The Company operates in various geographies. These geographic markets are comprised of the United States, Europe, Canada and other international markets. The majority of the other international markets are considered emerging markets for our business. These products are marketed globally, both directly to the end user and through established distributors.

Accounting policies for segments are the same as those described in the summary of significant accounting policies.

The following is a summary of the Company’s segment data (in thousands):

Three Months Ended

~~Nine Months Ended~~

February 29

February 28

February 29

February 28

August 31

2016

2015

~~2016~~

~~2015~~

Net sales by product group:

Transfusion

7381,~~589~~663

7981,~~929~~156

~~235,296~~

~~247,950~~

Transplant & Molecular

1516,~~304~~930

15,~~676~~556

~~46,558~~

~~46,373~~

Total

8898,~~893~~593

9596,~~605~~712

~~281,854~~

~~294,323~~

Following is a summary of enterprise-wide information (in thousands):

Three Months Ended

~~Nine Months Ended~~

February 29

February 28

February 29

February 28

August 31

2016

2015

~~2016~~

~~2015~~

Net sales to customers by geography are as follows:

United States

5762,~~435~~178

6061,~~205~~422

~~179,878~~

~~179,679~~

Europe (A)

1617,~~609~~493

1817,~~313~~787

~~52,517~~

~~59,882~~

Canada

3,~~233~~883

43,~~598~~899

~~11,084~~

~~14,200~~

Other

1115,~~616~~039

1213,~~489~~604

~~38,375~~

~~40,562~~

Total

8898,~~893~~593

9596,~~605~~712

~~281,854~~

~~294,323~~

Net sales are attributed to individual countries based on the customer’s country of origin at the time of the sale and where the Company has an operating entity.

	As of
	February 29, 2016		May 31, 2015
	August 31, 2016		May 31, 2016
Long-lived assets (excluding goodwill and intangibles) by geography:
United States	$	5255,~~806~~410		5255,~~764~~080
Europe (B)		14,~~059~~228		14,~~542~~729
Canada		3,~~483~~511		43,~~029~~543
Other (C)		2,~~440~~723		2,~~239~~663
Total	$	7275,~~788~~872		7376,~~574~~015

	As of
	February 29, 2016		May 31, 2015
Concentration of net assets by geography:
United States	$	218,636		241,522
Europe		99,135		100,071
Canada		26,274		30,274
Other (C)		12,577		11,814
Total	$	356,622		383,681

(A) - Net sales to any individual country within Europe were not material to the Company’s consolidated net sales.

	As of
	August 31, 2016		May 31, 2016
Concentration of net assets by geography:
United States	$	192,784		200,226
Europe		102,452		102,593
Canada		28,990		28,617
Other (C)		11,878		13,110
Total	$	336,104		344,546

(A) - Net sales to any individual country within Europe were not material to the Company's consolidated net sales.

(B) - Long-lived assets located in any individual country within Europe were not material to the Company's consolidated long-lived assets.

(C ) - Primarily Japan and India.

Sales to any individual customer did not equal or exceed 10% of our net sales during the three months ~~and nine months~~ ended ~~February~~August 2931, 2016, or during the three months ~~and nine months~~ ended ~~February~~August 2831, 2015.

1816. CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES

The Company has certain outstanding indebtedness that is guaranteed by its U.S. subsidiaries. However, the indebtedness is not guaranteed by the Company’s foreign subsidiaries or its consolidated variable interest entity. The guarantor subsidiaries are all wholly owned and the guarantees are made on a joint and several basis and are full and unconditional. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information is presented.

Refer to Note 43 for information on assets and liabilities of Sentilus LLC, a consolidated variable interest entity, that are included in the Company’s consolidated balance sheet as of ~~February~~August 2931, 2016 and May 31, 2016. These assets and liabilities cannot be used to settle the obligations of Immucor, and are not Immucor’s obligation to pay. Accordingly, the condensed consolidated financial information reflects the activity of Sentilus LLC and its related eliminations under the ~~Non-Guarantors~~VIE and VIE Eliminations heading. The condensed consolidating financial information of the Company is as follows:

2521

Balance Sheets

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

~~February~~August 2931, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.		Guarantors			Non-Guarantors		Eliminations			~~Total~~Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
CURRENT ASSETS:
Current Assets:
Cash and cash equivalents	$	2,~~680~~112		(~~518~~456	)		108,~~028~~007		-			129,~~190~~663		1			9,664
Accounts receivable, net		2630,~~717~~291		6,~~463~~722			2628,~~790~~324		-			5965,~~970~~337		-			65,337
Intercompany receivable		81106,~~485~~667		2329,~~737~~276			1427,~~788~~655		(~~120~~161,~~010~~449	)		-2,149		(2,149	)		-
Inventories, net		2120,~~779~~147		1517,~~917~~362			1213,~~086~~575		(1,~~938~~829	)		4749,~~844~~255		-			49,255
Deferred income tax assets, current portion		2,511		2,254			508		748			6,021
Prepaid expenses and other current assets		3,453		326			5,140		-			8,919		-			8,919
Prepaid expenses and other current assets		3,864		419			5,534		-			9,817
Total current assets		162,670		53,230			82,701		(163,278	)		135,323		(2,148	)		133,175
Total current assets		139,036		48,272			69,734		(121,200	)		135,842
Property and equipment, net		40,766		13,946			20,463		-			75,175		697			75,872
PROPERTY AND EQUIPMENT, net		39,582		12,677			20,529		-			72,788
Investment in subsidiaries		207,626		20,033			3,019		(230,678	)		-		-			-
INVESTMENT IN SUBSIDIARIES		209,211		5,020			3,019		(217,250	)		-
Goodwill		744,044		62,771			49,759		-			856,574		105			856,679
GOODWILL		744,045		47,985			48,811		-			840,841
Other intangible assets, net		477,888		90,827			31,337		-			600,052		18,818			618,870
OTHER INTANGIBLE ASSETS, net		502,355		56,081			50,396		-			608,832
Other assets		31,447		272			374		(9,776	)		22,317		(7,623	)		14,694
DEFERRED FINANCING COSTS, net		21,072		-			-		-			21,072
Total assets	$	1,664,441		241,079			187,653		(403,732	)		1,689,441		9,849			1,699,290
OTHER ASSETS		23,877		234			444		(7,250	)		17,305
LIABILITIES AND SHAREHOLDERS' EQUITY
Total assets	$	1,679,178		170,269			192,933		(345,700	)		1,696,680
Current Liabilities:
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	8,338		2,897			6,222		-			17,457		553			18,010
CURRENT LIABILITIES:
Intercompany payable		17,638		124,845			18,966		(161,449	)		-		-			-
Accounts payable	$	9,485		3,641			4,429		-			17,555
Accrued interest and interest rate swap liability		7,717		-			-		-			7,717		-			7,717
Intercompany payable		10,709		98,863			10,438		(120,010	)		-
Accrued expenses and other current liabilities		9,393		4,295			5,885		-			19,573		8			19,581
Accrued interest and interest rate swap liability		7,764		-			-		-			7,764
Income taxes payable		30,207		(29,791	)		2,649		-			3,065		-			3,065
Accrued expenses and other current liabilities		9,098		5,013			5,392		-			19,503
Deferred revenue, current portion		2,582					1,001		-			3,583		-			3,583
Income taxes payable		30,050		(30,092	)		3,150		-			3,108
Current portion of long-term debt		27,633		130			-		-			27,763		-			27,763
Deferred revenue, current portion		1,540		-			1,116		-			2,656
Total current liabilities		103,508		102,376			34,723		(161,449	)		79,158		561			79,719
Current portion of long term debt, net of debt discounts		8,878		-			-		-			8,878
Long-term debt, excluding current portion		1,008,700		42			-		-			1,008,742		-			1,008,742
Total current liabilities		77,524		77,425			24,525		(120,010	)		59,464
Deferred income tax liabilities		196,801		6,233			8,264		(706	)		210,592		5,409			216,001
LONG TERM DEBT, net of debt discounts		1,030,478		-			-		-			1,030,478
Other long-term liabilities		23,207		43,946			1,347		(9,776	)		58,724		-			58,724
DEFERRED INCOME TAX LIABILITIES		203,432		(194	)		16,113		-			219,351
Total liabilities		1,332,216		152,597			44,334		(171,931	)		1,357,216		5,970			1,363,186
OTHER LONG-TERM LIABILITIES		16,885		12,583			8,547		(7,250	)		30,765
Equity:
Total liabilities		1,328,319		89,814			49,185		(127,260	)		1,340,058
Shareholders' equity of Immucor, Inc.		332,225		88,482			143,319		(231,801	)		332,225		-			332,225
EQUITY:
Noncontrolling interest		-		-			-		-			-		3,879			3,879
Shareholders' equity of Immucor, Inc.		350,859		80,455			137,985		(218,440	)		350,859
Total equity		332,225		88,482			143,319		(231,801	)		332,225		3,879			336,104
Noncontrolling interest		-		-			5,763		-			5,763
Total liabilities and equity	$	1,664,441		241,079			187,653		(403,732	)		1,689,441		9,849			1,699,290
Total equity		350,859		80,455			143,748		(218,440	)		356,622
Total liabilities and equity	$	1,679,178		170,269			192,933		(345,700	)		1,696,680

2622

IMMUCOR, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

May 31, ~~2015~~2016

(in thousands)

	Immucor, Inc.		Guarantors			Non-Guarantors		Eliminations			~~Total~~Immucor, Inc. and Subsidiaries		VIE and VIE eliminations			Total
ASSETS
CURRENT ASSETS:
Current Assets:
Cash and cash equivalents	$	74,~~080~~058		(~~263~~187	)		116,~~546~~356		-			1810,~~363~~227		36			10,263
Accounts receivable, net		3028,~~442~~314		65,~~014~~866			3127,~~218~~863		-			6762,~~674~~043		-			62,043
Intercompany receivable		6898,~~815~~375		2426,~~201~~311			824,~~861~~710		(~~101~~148,~~877~~502	)		-894		(894	)		-
Inventories, net		1819,~~361~~853		1317,~~706~~321			11,~~830~~415		(21,~~050~~695	)		4146,~~847~~894		-			46,894
Deferred income tax assets, current portion		2,512		2,253			375		791			5,931
Prepaid expenses and other current assets		3,381		449			4,649		-			8,479		-			8,479
Prepaid expenses and other current assets		5,178		426			5,557		-			11,161
Total current assets		153,981		49,760			74,993		(150,197	)		128,537		(858	)		127,679
Total current assets		132,388		46,337			69,387		(103,136	)		144,976
Property and equipment, net		39,724		14,713			20,934		-			75,371		644			76,015
PROPERTY AND EQUIPMENT, net		38,915		13,849			20,810		-			73,574
Investment in subsidiaries		211,451		20,033			3,019		(234,503	)		-		-			-
INVESTMENT IN SUBSIDIARIES		220,412		5,021			3,019		(228,452	)		-
Goodwill		744,044		62,771			50,103		-			856,918		105			857,023
GOODWILL		744,149		47,640			50,469		-			842,258
Other intangible assets, net		489,871		92,500			31,906		-			614,277		18,820			633,097
OTHER INTANGIBLE ASSETS, net		557,133		59,164			33,997		-			650,294
Other assets		30,346		274			360		(9,728	)		21,252		(7,433	)		13,819
DEFERRED FINANCING COSTS, net		26,399		-			-		-			26,399
Total assets	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633
OTHER ASSETS		14,533		310			342		-			15,185
LIABILITIES AND SHAREHOLDERS' EQUITY
Total assets	$	1,733,929		172,321			178,024		(331,588	)		1,752,686
Current Liabilities:
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	10,622		5,517			5,346		-			21,485		744			22,229
CURRENT LIABILITIES:
Intercompany payable		18,293		117,516			12,693		(148,502	)		-		-			-
Accounts payable	$	6,297		2,604			4,965		-			13,866
Accrued interest and interest rate swap liability		18,869		-			-		-			18,869		-			18,869
Intercompany payable		2,389		91,547			7,941		(101,877	)		-
Accrued expenses and other current liabilities		10,700		5,230			6,075		-			22,005		4			22,009
Accrued interest and interest swap liability		19,288		-			-		-			19,288
Income taxes payable		30,190		(29,838	)		2,233		-			2,585		-			2,585
Accrued expenses and other current liabilities		13,758		5,131			7,319		-			26,208
Deferred revenue, current portion		1,785		-			1,079		-			2,864		-			2,864
Income taxes payable		30,061		(30,074	)		3,509		-			3,496
Current portion of long-term debt		6,634		172			-		-			6,806		-			6,806
Deferred revenue, current portion		1,498		7			1,198		-			2,703
Total current liabilities		97,093		98,597			27,426		(148,502	)		74,614		748			75,362
Current portion of long-term debt, net of debt discounts		4,462		7			-		-			4,469
Long-term debt, excluding current portion		1,007,888		60			-		-			1,007,948		-			1,007,948
Total current liabilities		77,753		69,222			24,932		(101,877	)		70,030
Deferred income tax liabilities		201,489		7,070			8,245		(654	)		216,150		6,207			222,357
LONG-TERM DEBT, net of debt discounts		1,033,276		-			-		-			1,033,276
Other long-term liabilities		22,724		43,099			1,325		(9,728	)		57,420		-			57,420
DEFERRED INCOME TAX LIABILITIES		223,232		3,639			9,616		-			236,487
Total liabilities		1,329,194		148,826			36,996		(158,884	)		1,356,132		6,955			1,363,087
OTHER LONG-TERM LIABILITIES		15,987		11,908			1,317		-			29,212
Equity:
Total liabilities		1,350,248		84,769			35,865		(101,877	)		1,369,005
Shareholders' equity of Immucor, Inc.		340,223		91,225			144,319		(235,544	)		340,223		-			340,223
SHAREHOLDERS' EQUITY:
Noncontrolling interest		-		-			-		-			-		4,323			4,323
Total shareholders' equity		383,681		87,552			142,159		(229,711	)		383,681
Total equity		340,223		91,225			144,319		(235,544	)		340,223		4,323			344,546
Total liabilities and shareholders' equity	$	1,733,929		172,321			178,024		(331,588	)		1,752,686
Total liabilities and equity	$	1,669,417		240,051			181,315		(394,428	)		1,696,355		11,278			1,707,633

2723

Statements of Operations for the Quarter

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended ~~February~~August 2931, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			~~Total~~Immucor, Inc. and Subsidiaries			VIE and VIE eliminations			Total
NET SALES	$	57,913			14,370			32,288			(15,678	)		88,893
Net sales	$	64,174			16,259			36,127			(17,967	)		98,593			-			98,593
COST OF SALES (exclusive of amortization shown separately below)		20,150			8,527			21,132			(15,679	)		34,130
Cost of sales (*)		21,480			9,397			23,551			(17,967	)		36,461			-			36,461
GROSS PROFIT		37,763			5,843			11,156			1			54,763
Gross profit		42,694			6,862			12,576			-			62,132			-			62,132
OPERATING EXPENSES:
Operating expenses:
Research and development		23,~~970~~752			34,~~785~~295			~~408~~157			~~(253~~-	)		68,~~910~~204			793			8,997
Selling and marketing		57,~~745~~782			2,~~242~~191			5,~~264~~114			-			1315,~~251~~087			-			15,087
Distribution		2,~~288~~144			~~333~~312			1,~~534~~646			-			4,~~155~~102			-			4,102
General and administrative		87,~~588~~990			1,~~289~~612			1,~~929~~917			~~(27~~-	)		11,~~779~~519			31			11,550
Amortization expense		11,~~972~~971			1,~~082~~672			~~521~~535			-			1314,~~575~~178			2			14,180
Total operating expenses		3133,~~563~~639			810,~~731~~082			9,~~656~~369			~~(280~~-	)		4953,~~670~~090			826			53,916
INCOME (LOSS) FROM OPERATIONS		6,200			(2,888	)		1,500			281			5,093
Income (loss) from operations		9,055			(3,220	)		3,207			-			9,042			(826	)		8,216
NON-OPERATING (EXPENSE) INCOME:
Non-operating (expense) income:
Interest income		~~105~~195			5			5499			(~~111~~103	)		48196			(190	)		6
Interest expense		(22,~~253~~351	)		(~~118~~842	)		(6912	)		~~111~~103			(2223,~~329~~102	)		-			(23,102	)
Other, net		42,~~086~~495			92539			(42,~~215~~407	)		~~(280~~-	)		~~(317~~627	)		(1,226	)		(599	)
Total non-operating expense		(18,062	)		(26	)		(4,230	)		(280	)		(22,598	)
Total non-operating net expense		(19,661	)		(298	)		(2,320	)		-			(22,279	)		(1,416	)		(23,695	)
(LOSS) INCOME BEFORE INCOME TAXES		(11,862	)		(2,914	)		(2,730	)		1			(17,505	)
(Loss) income before income taxes		(10,606	)		(3,518	)		887			-			(13,237	)		(2,242	)		(15,479	)
(BENEFIT) PROVISION FOR INCOME TAXES		(7,727	)		(1,045	)		(73	)					(8,845	)
(Benefit) provision for income taxes		(4,720	)		(776	)		919			-			(4,577	)		(798	)		(5,375	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(4,135	)		(1,869	)		(2,657	)		1			(8,660	)
Net (loss) income before earnings of consolidated subsidaries		(5,886	)		(2,742	)		(32	)		-			(8,660	)		(1,444	)		(10,104	)
Net Income (Loss) of consolidated subsidiaries		(4,288	)								4,288			-
Net income (loss) of consolidated subsidiaries		(2,774	)		-			-			2,774			-			-			-
NET (LOSS) INCOME		(8,423	)		(1,869	)		(2,657	)		4,289			(8,660	)
Net (loss) income		(8,660	)		(2,742	)		(32	)		2,774			(8,660	)		(1,444	)		(10,104	)
Net loss attributable to noncontrolling interest		-			-			~~(237~~-	)		-			~~(237~~-	)		(1,444	)		(1,444	)
NET LOSS ATTRIBUTABLE TO IMMUCOR, INC.	$	(8,423	)		(1,869	)		(2,420	)		4,289			(8,423	)
Net loss attributable to shareholders of Immucor, Inc.	$	(8,660	)		(2,742	)		(32	)		2,774			(8,660	)		-			(8,660	)

28(*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended ~~February~~August 2831, 2015

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
NET SALES	$	63,013			14,119			37,015			(18,542	)		95,605
Net sales	$	63,887			14,718			35,299			(17,192	)		96,712
COST OF SALES (exclusive of amortization shown separately below)		18,743			9,410			24,360			(18,542	)		33,971
Cost of sales (*)		20,264			8,967			22,603			(17,192	)		34,642
GROSS PROFIT		44,270			4,709			12,655			-			61,634
Gross profit		43,623			5,751			12,696			-			62,070
OPERATING EXPENSES:
Operating expenses:
Research and development		32,~~087~~639			4,019			~~174~~172			-			76,~~280~~830
Selling and marketing		56,~~973~~401			2,~~431~~545			5,~~109~~041			-			13,~~513~~987
Distribution		2,~~772~~443			~~450~~389			1,~~764~~587			-			4,~~986~~419
General and administrative		67,~~056~~288			~~963~~1,300			2,~~343~~158			-			910,~~362~~746
Amortization expense		11,~~973~~972			1,~~079~~069			~~563~~537			-			13,~~615~~578
Total operating expenses		2930,~~861~~743			89,~~942~~322			9,~~953~~495			-			4849,~~756~~560
INCOME (LOSS) FROM OPERATIONS		14,409			(4,233	)		2,702			-			12,878
Income (loss) from operations		12,880			(3,571	)		3,201			-			12,510
NON-OPERATING (EXPENSE) INCOME:
Non-operating (expense) income:
Interest income		2339			-			4425			(2522	)		42
Interest expense		(2122,~~664~~384	)		(~~136~~118	)		(1812	)		2522			(2122,~~793~~492	)
Other, net		~~173~~525			(~~349~~128	)		~~353~~(524	)		-			~~177~~(127	)
Total non-operating (expense) income		(21,468	)		(485	)		379			-			(21,574	)
Total non-operating net expense		(21,820	)		(246	)		(511	)		-			(22,577	)
(LOSS) INCOME BEFORE INCOME TAXES		(7,059	)		(4,718	)		3,081			-			(8,696	)
(Loss) income before income taxes		(8,940	)		(3,817	)		2,690			-			(10,067	)
PROVISION (BENEFIT) FOR INCOME TAXES		31,448			(1,560	)		856			-			30,744
(Benefit) provision for income taxes		(2,250	)		(1,401	)		801			-			(2,850	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(38,507	)		(3,158	)		2,225			-			(39,440	)
Net (loss) income before earnings of consolidated subsidaries		(6,690	)		(2,416	)		1,889			-			(7,217	)
Net (loss) income of consolidated subsidiaries		(~~933~~527	)		-			-			~~933~~527			-
NET (LOSS) INCOME	$	(39,440	)		(3,158	)		2,225			933			(39,440	)
Net (loss) income	$	(7,217	)		(2,416	)		1,889			527			(7,217	)

29(*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

~~Statements of Operations for the Nine Month periods~~25

Statements of Cash Flows for the Three Month periods

IMMUCOR, INC.

CONDENSED CONSOLIDATING ~~STATEMENTS~~CASH OFFLOW ~~OPERATIONS~~INFORMATION

~~Nine~~Three Months Ended ~~February~~August 2931, 2016

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			~~Total~~Immucor, Inc. and Subsidiaries			VIE and VIE elimination			Total
NET SALES	$	185,196			43,423			102,718			(49,483	)		281,854
Net cash (used in) provided by operating activities	$	(18,691	)		156			4,071			(1,834	)		(16,298	)		(946	)		(17,244	)
COST OF SALES (exclusive of amortization shown separately below)		62,491			26,605			67,047			(49,483	)		106,660
Net cash used in investing activities		(1,591	)		(365	)		(245	)		(667	)		(2,868	)		(89	)		(2,957	)
GROSS PROFIT		122,705			16,818			35,671			-			175,194
Net cash provided by (used in) financing activities		18,342			(60	)		(2,134	)		2,134			18,282			1,000			19,282
OPERATING EXPENSES:
Effect of exchange rate changes on cash and cash equivalents		(6	)		-			(41	)		367			320			-			320
Research and development		8,919			11,088			746			(253	)		20,500
(Decrease) increase in cash and cash equivalents		(1,946	)		(269	)		1,651			-			(564	)		(35	)		(599	)
Selling and marketing		18,820			7,745			15,492			-			42,057
Cash and cash equivalents at beginning of period		4,058			(187	)		6,356			-			10,227			36			10,263
Distribution		7,224			1,056			4,689			-			12,969
Cash and cash equivalents at end of period	$	2,112			(456	)		8,007			-			9,663			1			9,664
General and administrative		22,683			4,117			6,360			(27	)		33,133
Amortization expense		35,916			3,238			1,591			-			40,745
Total operating expenses		93,562			27,244			28,878			(280	)		149,404
INCOME (LOSS) FROM OPERATIONS		29,143			(10,426	)		6,793			280			25,790
NON-OPERATING (EXPENSE) INCOME:
Interest income		183			-			114			(165	)		132
Interest expense		(66,997	)		(350	)		(93	)		165			(67,275	)
Other, net		5,046			(154	)		(4,978	)		(280	)		(366	)
Total non-operating expense		(61,768	)		(504	)		(4,957	)		(280	)		(67,509	)
(LOSS) INCOME BEFORE INCOME TAXES		(32,625	)		(10,930	)		1,836			-			(41,719	)
(BENEFIT) PROVISION FOR INCOME TAXES		(11,612	)		(3,833	)		1,399						(14,046	)
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(21,013	)		(7,097	)		437			-			(27,673	)
Net Income (Loss) of consolidated subsidiaries		(6,423	)								6,423			-
NET (LOSS) INCOME		(27,436	)		(7,097	)		437			6,423			(27,673	)
Net loss attributable to noncontrolling interest					-			(237	)					(237	)
NET LOSS ATTRIBUTABLE TO IMMUCOR, INC.	$	(27,436	)		(7,097	)		674			6,423			(27,436	)

IMMUCOR, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Nine Months Ended February 28, 2015

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
NET SALES	$	190,662			42,175			116,637			(55,151	)		294,323
COST OF SALES (exclusive of amortization shown separately below)		59,702			27,403			74,617			(55,151	)		106,571
GROSS PROFIT		130,960			14,772			42,020			-			187,752
OPERATING EXPENSES:
Research and development		8,484			12,385			605			-			21,474
Selling and marketing		18,807			7,624			17,511			-			43,942
Distribution		8,167			1,239			5,936			-			15,342
General and administrative		20,345			3,231			7,367			-			30,943
Amortization expense		35,915			3,232			1,801			-			40,948
Total operating expenses		91,718			27,711			33,220			-			152,649
INCOME (LOSS) FROM OPERATIONS		39,242			(12,939	)		8,800			-			35,103
NON-OPERATING (EXPENSE) INCOME:
Interest income		41			-			167			(77	)		131
Interest expense		(66,553	)		(383	)		(54	)		77			(66,913	)
Other, net		587			(436	)		314			-			465
Total non-operating (expense) income		(65,925	)		(819	)		427			-			(66,317	)
(LOSS) INCOME BEFORE INCOME TAXES		(26,683	)		(13,758	)		9,227			-			(31,214	)
PROVISION (BENEFIT) FOR INCOME TAXES		25,044			(5,035	)		2,774			-			22,783
NET (LOSS) INCOME BEFORE EARNINGS OF CONSOLIDATED SUBSIDIARIES		(51,727	)		(8,723	)		6,453			-			(53,997	)
Net (Loss) income of consolidated subsidiaries		(2,270	)		-			-			2,270			-
NET (LOSS) INCOME	$	(53,997	)		(8,723	)		6,453			2,270			(53,997	)

Statements of Cash Flows for the Nine Month periods

IMMUCOR, INC.

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

~~Nine~~Three Months Ended ~~February~~August 2931, ~~2016~~2015

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	10,666			1,423			(1,600	)		(3,648	)		6,841
Net cash (used in) provided by operating activities	$	(9,987	)		691			1,389			-			(7,907	)
Net cash provided by (used in) investing activities		(8,860	)		(1,671	)		3,890			(6,009	)		(12,650	)
Net cash used in investing activities		(4,942	)		(873	)		(26	)		-			(5,841	)
Net cash provided by (used in) financing activities		(614,~~475~~342	)		(74	)		~~(3,517~~-	)		~~9,517~~-			~~(482~~14,338	)
Effect of exchange rate changes on cash and cash equivalents		~~269~~10			-			~~(291~~64	)		~~140~~-			~~118~~74
Decrease in cash and cash equivalents		(4,400	)		(255	)		(1,518	)		-			(6,173	)
(Decrease) increase in cash and cash equivalents		(577	)		(186	)		1,427			-			664
Cash and cash equivalents at beginning of period		7,080			(263	)		11,546			-			18,363
Cash and cash equivalents at end of period	$	26,~~680~~503			(~~518~~449	)		1012,~~028~~973			-			1219,~~190~~027

~~IMMUCOR, INC~~17. ~~AND~~OTHER ~~SUBSIDIARIES~~EQUITY MATTERS

~~CONDENSED~~In ~~CONSOLIDATING~~the ~~CASH~~first ~~FLOW~~quarter ~~INFORMATION~~of fiscal year 2017, the Company paid a dividend of $1.0 million to Parent to fund Sentilus LLC activities.

~~Nine~~18. ~~Months~~COMMITMENTS ~~Ended~~AND ~~February 28, 2015~~CONTINGENCIES

(in thousands)

(Unaudited)

	Immucor, Inc.			Guarantors			Non-Guarantors			Eliminations			Total
Net cash provided by (used in) operating activities	$	304			1,486			1,447			(445	)		2,792
Net cash used in investing activities		(10,188	)		(1,582	)		(7,445	)		-			(19,215	)
Net cash provided by (used in) financing activities		8,025			(18	)		(324	)		324			8,007
Effect of exchange rate changes on cash and cash equivalents		(1,338	)		-			(2,497	)		121			(3,714	)
Decrease in cash and cash equivalents		(3,197	)		(114	)		(8,819	)		-			(12,130	)
Cash and cash equivalents at beginning of period		4,863			(409	)		19,167			-			23,621
Cash and cash equivalents at end of period	$	1,666			(523	)		10,348			-			11,491

19. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Immucor and BioArray Solutions Limited (“BioArray”), a wholly owned subsidiary of Immucor, are defendants in an action brought in August 2014 by Rutgers, the State University of New Jersey (“Rutgers”), in the Superior Court of New Jersey for Middlesex County, alleging breach of contract and fraud claims under a patent license between Rutgers and BioArray. The Company has removed the case to the United States District Court for the District of New Jersey, and the plaintiffs are seeking to remand the case back to state court. The Company believes the claims are without merit and that it has meritorious defenses. The Company believes that liability is unlikely and that the amount of any liability is not currently reasonably estimable. Further, the Company believes that any potential liability would not be material to the Company’s operations or to its financial condition.

3226

From time to time the Company is a party to certain legal proceedings in the ordinary course of business. However, the Company is not currently subject to any legal proceedings expected to have a material adverse effect on its consolidated financial position, result of operations or cash flow.

Purchase Commitments

Purchase commitments made in the normal course of business were $4842.02 million as of ~~February~~August 2931, 2016. These purchases were primarily for inventory items. The following is a schedule of the approximate future payments for purchase commitments as of ~~February~~August 2931, 2016 (in thousands):

Year ended May 31:
2016	$	10,720
2017	$	17,995
2017		21,660
2018		9,158
2018		4,405
2019		8,156
2019		4,344
2020		4,308
2020		4,291
2021		2,576
Thereafter		2,567
Total	$	42,193
	$	47,987

~~20. SUBSEQUENT EVENTS~~27

On March 4, 2016, the Company exercised its warrant and acquired 100% of the common stock of Sirona Genomics, Inc. (“Sirona”). The cash paid for the Sirona business was $14.4 million. Immucor has been in a collaborative arrangement with Sirona since October 2014 for the development and commercialization of a next generation sequencing HLA typing product for transplant diagnostics. Sirona will be included in the Company’s consolidated financial statements beginning in the fourth quarter of fiscal year 2016.

On April 5, 2016, the Company announced a plan to consolidate its LIFECODES facilities to simplify the operations, improve the processes, and reduce expenses of its Transplant business. The plan includes closing the Company’s Stamford, CT facility and moving most of the activity to the Company’s Waukesha, WI site with a target completion date of April 30, 2017.

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

Overview

We operate in the transfusion and transplantation in vitro diagnostics markets. Our products perform typing and screening of blood, organs or stem cells to ensure donor-recipient compatibility. Our offerings are targeted at hospitals, donor centers and reference laboratories around the globe. ~~We have manufacturing facilities in the United States (“U.S.”) and Canada and sell our products through both direct affiliate offices and third-party distribution arrangements.~~

We ~~operate~~have inmanufacturing ~~various~~facilities ~~geographic~~in ~~markets. These geographic markets are comprised of~~ the United States, ~~Europe,~~(“U.S.”) and Canada and ~~other~~sell ~~international~~our ~~markets.~~products ~~The~~through ~~majojrity~~both ofdirect ~~the other~~affiliate ~~international~~offices ~~markets~~and ~~are~~third-party ~~considered~~distribution ~~Emerging Markets for our business~~arrangements.

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 transfusion process, including the marketing of reagents and instruments used to determine compatibility. Additionally, we are subject to government legislation that governs the delivery of healthcare. products and services.

Our automated instrument-reagent systems operate on a “razor/razor blade” model, with our instruments serving as the “razors” and our reagents serving as the “razor blades.” For transfusion diagnostics, our instruments are “closed systems,” meaning our proprietary reagents can only be used on our instruments. For transplant diagnostics, our reagents run on Luminex instruments, which are open systems. The “razor/razor blade” business model generates a recurring revenue stream for us.

Business Highlights of fiscal year 2016:

● New product launch in Transplant business –

o In the third quarter of fiscal year 2016, we expanded our product offerings to include MIA FORATM, a next generation sequencing (“NGS”) product for high resolution human leukocyte antigen (“HLA”) typing that provides accurate, comprehensive coverage of 11 HLA genes. MIA FORA, which was developed in collaboration with Sirona Genomics (“Sirona”), is comprised of sample preparation reagents and bioinformatic software that, together, deliver high resolution DNA typing results for transplant patients. We believe MIA FORA will expand our presence in transplant diagnostics, particularly in bone marrow typing, where our market share has historically been small. We believe the Transplant business provides a significant growth opportunity for our business.

● Acquisitions/Investments –

o On March 4, 2016, we exercised our warrant to acquire 100% of the common stock of Sirona for a total of $14.4 million paid in cash. We have collaborated with Sirona on the development and commercialization of NGS product offerings since October 2014.

● Operations –

o On April 5, 2016, we announced a plan to consolidate our LIFECODES facilities to simplify our operations, improve the processes, and reduce expenses of our Transplant business. The plan includes closing our Stamford, CT facility and moving most of the activity to our Waukesha, WI site with a target completion date of April 30, 2017. We anticipate that the costs involved in closing this facility will be recovered within approximately 18 months.

Results of Operations

The following table sets forth items from the consolidated statements of operations as reported for each period (in thousands of dollars, except percentages).

	Three Months Ended
	February 29			February 28			Change
	August 31						Change
	2016			2015			Amount			%
Net sales	$	8898,~~893~~593			9596,~~605~~712			(61,~~712~~881	)		(71.09	)
Cost of sales (*)		3436,~~130~~461			3334,~~971~~642			~~159~~1,819			0.5.3
Gross profit		5462,~~763~~132			6162,~~634~~070			~~(6,871~~62	)		~~(11~~0.1	)
Operating expenses:
Research and development		68,~~910~~997			76,~~280~~830			~~(370~~2,167	)		(531.17	)
Selling and marketing		1315,~~251~~087			13,~~513~~987			~~(262~~1,100	)		(17.9	)
Distribution		4,~~155~~102			4,~~986~~419			(~~831~~317	)		(~~16.~~7.2	)
General and administrative		11,~~779~~550			910,~~362~~746			~~2,417~~804			257.85
Amortization expense		1314,~~575~~180			13,~~615~~578			~~(40~~602	)		(04.34	)
Total operating expenses		4953,~~670~~916			4849,~~756~~560			~~914~~4,356			18.98
Income from operations		58,~~093~~216			12,~~878~~510			(74,~~785~~294	)		(6034.53	)
Non-operating (expense) income:
Interest income		486			42			6(36	)		14(85.37	)
Interest expense		(2223,~~329~~102	)		(2122,~~793~~492	)		(~~536~~610	)		2.57
Other, net		(~~317~~599	)		~~177~~(127	)		(~~494~~472	)		~~(279.1~~**	)
Total non-operating net expense		(2223,~~598~~695	)		(2122,~~574~~577	)		(1,~~024~~118	)		45.70
Loss before income taxes		(1715,~~505~~479	)		(810,~~696~~067	)		(85,~~809~~412	)		~~101~~53.38
(Benefit) provision for income taxes		(8,845	)		30,744			(39,589	)		(128.8	)
Benefit for income taxes		(5,375	)		(2,850	)		(2,525	)		88.6
Net loss		(810,~~660~~104	)		(397,~~440~~217	)		30(2,~~780~~887	)		~~(78~~40.0	)
Net loss attributable to noncontrolling interest		(~~237~~1,444	)		-			(~~237~~1,444	)		**
Net loss attributable to Immucor, Inc.	$	(8,423	)		(39,440	)		31,017			(78.6	)
Net loss attributable to shareholders of Immucor, Inc.	$	(8,660	)		(7,217	)		(1,443	)		20.0

(*) Cost of sales is exclusive of amortization expense which is shown separately within operating expenses.

(**) Calculation is not meaningful.

3528

	Nine Months Ended
	February 29			February 28			Change
	2016			2015			Amount			%
Net sales	$	281,854			294,323			(12,469	)		(4.2	)
Cost of sales (*)		106,660			106,571			89			0.1
Gross profit		175,194			187,752			(12,558	)		(6.7	)
Operating expenses:
Research and development		20,500			21,474			(974	)		(4.5	)
Selling and marketing		42,057			43,942			(1,885	)		(4.3	)
Distribution		12,969			15,342			(2,373	)		(15.5	)
General and administrative		33,133			30,943			2,190			7.1
Amortization expense		40,745			40,948			(203	)		(0.5	)
Total operating expenses		149,404			152,649			(3,245	)		(2.1	)
Income from operations		25,790			35,103			(9,313	)		(26.5	)
Non-operating (expense) income:
Interest income		132			131			1			0.8
Interest expense		(67,275	)		(66,913	)		(362	)		0.5
Other, net		(366	)		465			(831	)		**
Total non-operating net expense		(67,509	)		(66,317	)		(1,192	)		1.8
Loss before income taxes		(41,719	)		(31,214	)		(10,505	)		33.7
(Benefit) provision for income taxes		(14,046	)		22,783			(36,829	)		(161.7	)
Net loss		(27,673	)		(53,997	)		26,324			(48.8	)
Net loss attributable to noncontrolling interest		(237	)		-			(237	)		**
Net loss attributable to Immucor, Inc.	$	(27,436	)		(53,997	)		26,561			(49.2	)

Three Months Ended August 31, 2016 and August 31, 2015:

~~(*)~~Net ~~Cost~~sales were $98.6 million for the three months ended August 31, 2016 as compared with $96.7 million for the three months ended August 31, 2015, an increase of ~~sales~~$1.9 ismillion, ~~exclusive~~or 1.9%. After adjusting for the impact of ~~amortization~~ship ~~expense~~cycles ~~which~~and currency, net sales increased 3.5% in the fiscal first quarter compared with the prior year quarter. This increase in net sales is ~~shown~~described ~~separately~~in ~~within~~the ~~operating~~discussion ~~expenses~~below on net sales by product group. Net sales by product group are presented in the following table (in thousands except percentages):

(**) Calculation is not meaningful.

	Three Months Ended
	August 31				Change
	2016		2015		Amount		%
Net sales by product group:
Transfusion	$	81,663		81,156		507		0.6
Transplant & Molecular		16,930		15,556		1,374		8.8
Total	$	98,593		96,712		1,881		1.9

~~Three~~Transfusion: ~~Months~~Net ~~Ended~~sales ~~February~~of 29our Transfusion products for the three months ended August 31, 2016 ~~and~~were ~~February~~$81.7 28million as compared with $81.2 million for the three months ended August 31, 2015:, an increase of $0.5 million, or 0.6%. The increase was due to additional instrument sales of $0.9 million throughout our primary markets but was partially offset by a decrease in product sales caused by the timing of ship cycles. After adjusting for the impact of ship cycles and currency, Transfusion net sales for the first quarter increased by 2.2%.

Transplant & Molecular: Net sales of our Transplant and Molecular products were $8816.9 million for the three months ended ~~February~~August 2931, 2016 as compared with $9515.65 million for the three months ended ~~February~~August 2831, 2015, an increase of $1.4 ~~The~~million, ~~changes~~or 8.8%. This increase in net sales ~~are~~was ~~described~~primarily due to growth in Transplant products in the ~~discussion~~U.S. ofand ~~net~~emerging ~~sales~~markets, byincluding ~~product~~growth ~~group~~in ~~below.~~the ~~Net~~base ~~sales~~Transplant byproducts ~~product~~and ~~group~~the ~~are~~MIA ~~presented~~FORA inNGS ~~the~~product. ~~following~~After ~~table~~adjusting ~~(in~~for ~~thousands~~the impact of ~~dollars~~currency, ~~except~~net ~~percentages):~~sales for the first quarter increased by 10.1% compared with the prior year period.

	Three Months Ended
	February 29		February 28		Change
	2016		2015		Amount			%
Net sales by product group:
Transfusion	$	73,589		79,929		(6,340	)		(7.9	)
Transplant & Molecular		15,304		15,676		(372	)		(2.4	)
Total	$	88,893		95,605		(6,712	)		(7.0	)

Gross profit increased by $0.1 million or 0.1% in the three months ended August 31, 2016 compared with the three months ended August 31, 2015. Gross profit as a percentage of consolidated net sales was 63.0% in the first quarter of fiscal year 2017 compared with 64.2% in the first quarter of fiscal year 2016. The lower gross profit percentage was primarily due to higher costs related to the closure of our Stamford, Connecticut manufacturing facility and other one-time expenses.

36Research and development expenses were $9.0 million in the first quarter as compared with $6.8 million in the same period in the prior year, an increase of $2.2 million, or 31.7%. The increase was primarily due to additional expenses associated with increased activities relating to Sentilus and our recently acquired Sirona operation.

~~Transfusion:~~Selling ~~Net~~and ~~sales~~marketing ofexpenses ~~our~~were ~~Transfusion~~$15.1 ~~products~~million ~~for~~in the ~~three~~first ~~months~~quarter ~~ended February 29, 2016 were $73.6 million~~ as compared with $7914.90 million ~~for~~in the ~~three~~same ~~months~~period ~~ended~~in ~~February~~the ~~28,~~prior ~~2015~~year, aan ~~decrease~~increase of $61.31 million, or 7.9%. ~~Transfusion~~The ~~product~~increase ~~net sales were lower~~ in ~~the~~selling third quarter of fiscal year 2016 as compared with the third quarter of fiscal year 2015 mainly due to an unfavorable change in foreign currency exchange rates on our international operations in the third quarter of fiscal year 2016, and amarketing ~~decrease~~expenses inwas ~~the~~driven ~~number of ship cycles in that period. After adjusting for the impact of ship cycles and foreign currency exchange rate fluctuations, net sales in the third quarter of fiscal year 2016 were lower~~ by 1.6% when compared with the third quarter of fiscal year 2015 with weakness in Canada and European markets associated with the challenging performance of these economies. Sales in the U.S. and the Emerging Markets were slightly higher ~~year~~employee-~~over-year.~~related costs.

~~Transplant~~Distribution &expenses ~~Molecular:~~were ~~Net~~$4.1 ~~sales~~million ofin ~~our Transplant & Molecular products for~~ the three months ended ~~February~~August 2931, 2016 ~~were $15.3 million~~ as compared with $154.74 million ~~for~~in the three months ended ~~February~~August 2831, 2015, a decrease of $0.43 million, or 27.42%. ~~This~~The decrease in ~~net~~distribution ~~sales~~expenses was primarily due to anlower ~~unfavorable~~freight ~~change in foreign currency exchange rates on our international operations in the third quarter of fiscal year 2016~~expenses. After adjusting for the impact of foreign currency exchange rate fluctuations, net sales in the third quarter of fiscal year 2016 were higher by approximately 0.5% when compared with the third quarter of fiscal year 2015. This increase was mainly due to higher sales of our PreciseTypeTM HEA (human erythrocyte antigen) molecular immunohematology test in the U.S. market, which generated record sales in the third quarter of fiscal year 2016.

~~Gross~~General ~~profit~~and ~~decreased~~administrative byexpenses were $611.95 million ~~for~~in the three months ended ~~February~~August 2931, 2016 as compared with $10.7 million in the three months ended ~~February~~August 2831, 2015, oran ~~11.1%,~~increase ~~and gross profit as a percentage~~ of ~~consolidated~~$0.8 ~~net~~million, ~~sales~~or ~~declined from 64~~7.5% ~~to 61~~.~~6%.~~ The ~~lower~~increase ~~gross profit, and gross profit percentage,~~ was mainly due to ~~unfavorable~~one-time ~~changes~~employee-related incosts ~~foreign currency exchange rates, higher net sales of lower margin products,~~ and ~~additional costs related to~~ the ~~start-up~~closure of our ~~newly acquired reference lab business~~Stamford, in ~~the~~Connecticut ~~third~~manufacturing ~~quarter of fiscal year 2016 as compared with the third quarter of fiscal year 2015~~facility.

~~Research and development expenses were $6.9 million for the three months ended February~~ 29, 2016 as compared with $7.3 million for the three months ended February 28, 2015, a decrease of $0.4 million, or 5.1%. The decrease was primarily due to lower depreciation expense in the third quarter of fiscal year 2016 as certain capital assets related to research and development efforts were fully depreciated as of the fourth quarter of fiscal year 2015.

~~Selling~~Amortization ~~and~~expense ~~marketing~~was ~~expenses were~~ $1314.2 million ~~for~~in the three months ended ~~February~~August 2931, 2016 as compared with $13.56 million ~~for~~in the three months ended ~~February~~August 2831, 2015, aan ~~decrease~~increase of $0.36 million, or 14.94%. The ~~decrease~~increase ~~in selling and marketing expenses~~ was primarily ~~attributable~~due to aadditional more favorable effect of changes in foreign currency exchange rates on our international expenses in the third quarter of fiscal year 2016, and lower selling expenses partially offset by an increase in share-based compensation costs ~~and~~related ~~higher~~to ~~regulatory fees. Registration fees are higher in~~ the ~~third~~Sirona ~~quarter of fiscal year 2016 as compared with the same period in the prior year as we continue to register more products globally to expand our market footprint~~acquisition.

~~Distribution~~Non-operating ~~expenses~~net ~~were~~expense was $423.27 million for the three months ended ~~February~~August 2931, 2016 as compared with $522.06 million for the three months ended ~~February~~August 2831, 2015, aan ~~decrease~~increase of $01.81 million, or 165.70%. The ~~decrease~~increase in ~~distribution~~non-operating ~~expenses~~net expense was ~~primarily~~mainly due to aan ~~lower~~increase ~~volume~~in ofinterest ~~shipments~~expense and aan ~~more~~unfavorable ~~favorable~~change ~~effect~~in ofthe ~~changes~~exchange gains and losses in ~~foreign~~the ~~currency~~first ~~exchange~~quarter ~~rates~~of fiscal year 2017 as compared with the first quarter of fiscal year 2016. Interest expense increased primarily due to higher accretion recorded on our ~~international~~contingent ~~expenses~~consideration inliabilities due to the ~~third~~Sirona ~~quarter~~acquisition completed in March of fiscal year 2016.

~~General~~The ~~and~~effective ~~administrative~~tax ~~expenses~~rate ~~were $11.8 million~~ for the three months ended ~~February~~August 2931, 2016 asand ~~compared with $9.4 million~~ for the three months ended ~~February~~August 2831, 2015, anwas ~~increase of $2~~34.47% ~~million,~~and ~~or 25~~28.83%., respectively. The ~~increase~~difference inbetween ~~general~~the federal statutory rate and ~~administrative~~the ~~expenses~~effective tax rate for the quarters ended August 31, 2016 and 2015, was ~~mainly~~primarily due to ~~higher~~the ~~legal~~income ~~costs~~subject ~~related~~ to tax in the ~~spin-off~~various oftax ~~Sentilus~~jurisdictions ~~LLC,~~with rates that differ from the ~~acquisition~~U.S. ofstatutory ~~Sirona,~~tax rate and ~~higher~~the ~~one-time~~impact ~~fees~~of ~~related~~recording toU.S. ~~staffing~~income ~~changes~~taxes associated with current and future distributions of foreign earnings.

Amortization expense was comparable for the three months ended February 29, 2016 and the three months ended February 28, 2015.

Non-operating net expense was $22.6 million for the three months ended February 29, 2016 as compared with $21.6 million for the three months ended February 28, 2015, an increase of $1.0 million, or 4.7%. The increase in non-operating net expense was mainly due to an increase in interest expense partially offset by a less favorable change in the exchange gains and losses in the third quarter of fiscal year 2016 as compared with the third quarter of fiscal year 2015. Interest expense increased primarily due to higher accretion recorded of our contingent consideration liabilities because the prior year was reduced by an adjustment recorded in the third quarter of fiscal 2015 to adjust interest accreted on the contingent consideration liabilities through that period.

The effective tax rate for the three months ended February 29, 2016 and for the three months ended February 28, 2015 was 50.5% and -353.5%, respectively. The difference between the federal statutory rate and the effective tax rate for the quarter ended February 29, 2016 was primarily due to income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory tax rate, the impact of recording U.S. income taxes associated with future remittances of un-repatriated foreign earnings, and changes in the U.S. tax law related to the R&D tax credit during the third quarter of fiscal 2016. The difference between the federal statutory rate and the effective tax rate for the quarter ended February 28, 2015 was primarily due to the income subject to tax in the various tax jurisdictions with rates that differ from the U.S. statutory rate and the impact of recording U.S. income taxes associated with the future remittance of its un-repatriated foreign earnings. In addition, during the third quarter of fiscal year 2015, the Company changed its election with regard to the treatment of its foreign tax credits.

Nine Months Ended February 29, 2016 and February 28, 2015:

Net sales were $281.8 million for the nine months ended February 29, 2016 as compared with $294.3 million for the nine months ended February 28, 2015, a decrease of $12.5 million, or 4.2%. This decrease in net sales is described in the discussion of net sales by product group below. Net sales by product group are presented in the following table (in thousands of dollars, except percentages):

	Nine Months Ended
	February 29		February 28		Change
	2016		2015		Amount			%
Net sales by product group:
Transfusion	$	235,296		247,950		(12,654	)		(5.1	)
Transplant & Molecular		46,558		46,373		185			0.4
Total	$	281,854		294,323		(12,469	)		(4.2	)

Transfusion: Net sales of our Transfusion products for the nine months ended February 29, 2016 were $235.3 million as compared with $248.0 million for the nine months ended February 28, 2015, a decrease of $12.7 million, or 5.1%. This decrease in net sales was mainly due to an unfavorable effect of changes in foreign currency exchange rates on our international operations in the first nine months of fiscal year 2016 as compared with the same period in fiscal year 2015. After adjusting for the impact of ship cycles and foreign currency exchange rate fluctuations, net sales in the first nine months of fiscal year 2016 were lower by 1.6 % when compared with the first nine months of fiscal year 2015 with lower sales in the US, Canada and Europe partially offset by higher sales in the Emerging Markets.

Transplant & Molecular: Net sales of our Transplant & Molecular products for the nine months ended February 29, 2016 were $46.6 million as compared with $46.4 million for the nine months ended February 28, 2015, an increase of $0.2 million, or 0.4%. After adjusting for the impact of foreign currency exchange rate fluctuations, net sales in the first nine months of fiscal year 2016 were higher by approximately 6.1% as compared with the first nine months of fiscal year 2015. This increase in net sales was primarily due to higher sales of our PreciseTypeTM HEA molecular immunohematology product in the U.S. market since its approval for commercial use at the end of fiscal year 2014. Net sales of our Transplant products are also higher, mainly in the Emerging Markets and Europe, in the first nine months of fiscal year 2016 as compared with the same period of fiscal year 2015, as we continue to make progress in penetrating those markets.

Gross profit decreased by $12.6 million for the nine months ended February 29, 2016 as compared with the nine months ended February 28, 2015, or 6.7%, and gross profit as a percentage of consolidated net sales declined from 63.8% to 62.2%. The lower gross profit, and gross profit percentage, was mainly due to unfavorable changes in foreign currency exchange rates, and additional costs related to the start-up of our newly acquired reference lab business in the first nine months of fiscal year 2016 as compared with the first nine months of fiscal year 2015, partially offset by a more favorable product mix.

Research and development expenses were $20.5 million for the nine months ended February 29, 2016 as compared with $21.5 million for the nine months ended February 28, 2015. The decrease of $1.0 million, or 4.5% was primarily due to the timing of expenses related to certain research and development activities and to lower depreciation expense in fiscal year 2016 as certain capital assets related to research and development efforts were fully depreciated as of the fourth quarter of fiscal year 2015.

Selling and marketing expenses were $42.1 million for the nine months ended February 29, 2016 as compared with $44.0 million for the nine months ended February 28, 2015. The decrease in selling and marketing expenses of $1.9 million, or 4.3%, was primarily attributable to a more favorable effect of changes in foreign currency exchange rates on our international expenses in the first nine months of fiscal year 2016. Registration fees are higher in the first nine months of fiscal year 2016 as compared with the same period in the prior year as we continue to register more products globally to expand our market footprint.

Distribution expenses were $13.0 million for the nine months ended February 29, 2016 as compared with $15.3 million for the nine months ended February 28, 2015, a decrease of $2.4 million, or 15.5%. The decrease in distribution expenses was primarily due to a lower volume of shipments in the first nine months of fiscal year 2016, and a reduction in freight expenses and other cost benefits realized from the strategic initiative introduced in fiscal year 2015 which reduced distribution costs on a long-term basis at our international locations. Distribution expenses were also lower in the first nine months of fiscal year 2016 as a result of a more favorable effect of change in foreign currency exchange rates on our international expenses.

General and administrative expenses were $33.1 million for the nine months ended February 29, 2016 as compared with $30.9 million for the nine months ended February 28, 2015. The increase in general and administrative expenses of $2.2 million, or 7.1%, was mainly due to higher transaction costs and share-based compensation costs. These increases were partially offset by a more favorable effect of change in foreign currency exchange rates on our international expenses in the first nine months of fiscal year 2016.

Amortization expense was $40.7 million for the nine months ended February 29, 2016 as compared with $40.9 million for the nine months ended February 28, 2015, a decrease of $0.2 million, or 0.5%. The decrease was primarily due to a more favorable effect of changes in foreign currency exchange rates on our international expenses.

Non-operating net expense was $67.5 million for the nine months ended February 29, 2016 as compared with $66.3 million for the nine months ended February 28, 2015, an increase of $1.2 million, or 1.8%. This increase in non-operating net expense was mainly due to an unfavorable change in exchange gains and losses recorded in the first nine months of fiscal year 2016 as compared with the first nine months of fiscal year 2015. Interest expense recorded for the same periods also increased primarily due to an increase in amortization expense of deferred financing costs and accretion recorded on our contingent consideration liabilities.

Future Trends

With the acquisition of the Sirona business on March 4, 2016, and athe ~~plan~~planned toincrease ~~continue~~in ~~the~~activities ~~development efforts~~ of ~~its~~the ~~existing~~Sentilus ~~projects~~LLC business, we expect that our research and development expenses will increase ~~proportionally~~in ~~beginning~~fiscal inyear ~~the~~2017 ~~fourth~~as ~~quarter~~compared ofto ~~fiscal~~the ~~year~~previous ~~2016~~year. Refer to ~~Notes~~Note 32 ~~and 20~~ of the consolidated financial statements for additional information on the Sirona acquisition.

~~With~~We ~~the~~ plan to consolidate our LIFECODES facilities, and have announced the closure of our Stamford, CTConnecticut operation by April 2017,. weWe ~~expect~~anticipate that ~~our~~the ~~operating~~costs ~~expenses~~involved ~~will increase~~ in ~~the~~closing ~~near-term,~~this ~~but~~facility will be recovered within approximately 1812 months.

Fluctuations in Foreign Currency Exchange Rates

Certain of the foreign markets in which we operate have experienced significant fluctuations in foreign currency exchange rates during fiscal year 2015 which have negatively impacted our consolidated operating results and balance sheet in the third quarter and first nine months of fiscal year 2016 as compared with the same periods of fiscal year 2015. In fiscal year 2016, these foreign markets have continued to experience fluctuations in foreign currency exchange rates which could continue in future periods and cause a decline in expected future consolidated operating results, balance sheet and cash flows.

Non-GAAP Disclosures

EBITDA and Adjusted EBITDA are both non-GAAP financial measures and are presented in this report because we consider them important supplemental measures of our performance and believe that they are frequently used by interested parties in the evaluation of companies in the industry. EBITDA, as we use it, is net income (loss) before interest, taxes, depreciation and amortization. We believe that the presentation of EBITDA enhances an investor’s understanding of our financial performance. Adjusted EBITDA is calculated in a similar manner as EBITDA except that certain non-cash charges, unusual or non-recurring items and other items that we believe are not representative of our core business are excluded. We believe that Adjusted EBITDA is also a useful financial metric to assess our operating performance from period to period. EBITDA and Adjusted EBITDA do not purport to be an alternative to net income (loss) as a measure of operating performance or to cash flows from operating activities as a measure of liquidity or any other performance measure derived in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• EBITDA and Adjusted EBITDA doare ~~not~~both ~~reflect~~non-GAAP ~~all~~financial ~~cash~~measures ~~expenditures,~~and ~~future~~are ~~requirements~~presented ~~for~~in ~~capital~~this ~~expenditures~~report orbecause ~~contractual~~we ~~commitments;~~consider •them ~~EBITDA~~important supplemental measures of our performance and ~~Adjusted~~believe ~~EBITDA~~that dothey ~~not~~are ~~reflect~~frequently ~~changes~~used by interested parties in the evaluation of companies in the industry. EBITDA, oras ~~cash~~we ~~requirements~~use ~~for~~it, ~~working~~is ~~capital~~net ~~needs;~~income •(loss) before interest, taxes, depreciation and amortization. We believe that the presentation of EBITDA enhances an investor’s understanding of our financial performance as the metric provides a view of the financial performance before financing and tax considerations. Adjusted EBITDA dois ~~not~~calculated ~~reflect~~in ~~the~~a ~~significant~~similar ~~interest~~manner ~~expense~~as EBITDA except that certain non-cash charges, unusual or ~~the~~non-recurring ~~cash~~items ~~requirements~~and ~~necessary~~other toitems ~~service~~that ~~interest~~we orbelieve ~~principal~~are ~~payments,~~not onrepresentative of our ~~debt;~~core business are excluded. We believe that Adjusted EBITDA is also a metric used by management and •investors to assess our financial performance from period to period and is the metric that is applied to valuation scenarios. EBITDA and Adjusted EBITDA ~~can~~do ~~differ~~not ~~significantly~~purport ~~from~~to ~~company~~be an alternative to ~~company~~net ~~depending~~income on(loss) ~~long-term~~as ~~strategic~~a ~~decisions~~measure ~~regarding~~of ~~capital~~operating ~~structure,~~performance ~~the~~or ~~tax~~to ~~jurisdictions~~cash flows from operating activities as a measure of liquidity or any other performance measure derived in ~~which~~accordance ~~companies~~with ~~operate~~GAAP. EBITDA and ~~capital~~Adjusted ~~investments~~EBITDA have limitations as an analytical tool, ~~limiting~~and ~~its~~should ~~usefulness~~not be considered in isolation, or as a ~~comparative~~substitute ~~measure~~for analysis of our results as reported under GAAP. Some of these limitations are:

~~Because~~• ~~of these limitations,~~ EBITDA and Adjusted EBITDA ~~should~~do not bereflect ~~considered~~all ~~as a measure of discretionary~~ cash ~~available~~expenditures, tofuture usrequirements ~~to invest in our business. We compensate~~ for ~~these~~capital ~~limitations~~expenditures byor ~~relying~~contractual primarily on the U.S. GAAP results and using EBITDA and Adjusted EBITDA as supplemental information. Adjusted EBITDA for the three months and nine months ended February 29, 2016 and February 28, 2015 is calculated as follows (in thousands): commitments;

	Three Months Ended						Nine Months Ended
	February 29			February 28			February 29			February 28
	2016			2015			2016			2015
Net loss	$	(8,660	)		(39,440	)		(27,673	)		(53,997	)
Interest expense (income), net		22,281			21,751			67,143			66,782
Income tax (benefit) provision		(8,845	)		30,744			(14,046	)		22,783
Depreciation and amortization		17,200			17,713			51,417			53,843
EBITDA		21,976			30,768			76,841			89,411
Adjustments to EBITDA:
Stock-based compensation (i)		1,265			334			4,045			1,800
Acquisition expenses, net (ii)		879			373			950			2,164
Sponsor fee (iii)		825			903			2,428			2,934
Non-cash impact of purchase accounting (iv)		112			110			339			331
Certain non-recurring expenses and other (v)		4,188			2,198			10,959			8,619
Adjusted EBITDA	$	29,245			34,686			95,562			105,259

•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital needs;

•

EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

•

EBITDA and Adjusted EBITDA can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in our business. We compensate for these limitations by relying primarily on the GAAP results and using EBITDA and Adjusted EBITDA as supplemental information. Adjusted EBITDA for the three months ended August 31, 2016 and August 31, 2015 is calculated as follows (in thousands):

	Three Months Ended
	August 31
	2016			2015

Net loss	$	(10,104	)		(7,217	)
Interest expense, net		23,096			22,450
Income tax benefit		(5,375	)		(2,850	)
Depreciation and amortization		18,155			17,049
EBITDA		25,772			29,432

Adjustments to EBITDA:
Stock-based compensation (i)		1,396			887
Acquisition expenses, net (ii)		162			62
Sponsor fee (iii)		876			754
Non-cash impact of purchase accounting (iv)		43			115
Certain non-recurring expenses and other (v)		4,442			3,009
Adjusted EBITDA	$	32,691			34,259

Adjusted EBITDA attributable to shareholders of Immucor, Inc. (vi)	$	34,705			-

Represents non-cash stock-based compensation.

ii. Represents ~~non-recurring~~ items related to acquisition activities including legal, accounting and other costs.

iii. Represents management fees and other charges associated with a management services agreement with ~~the~~TPG ~~Sponsor~~Capital, L.P.

iv. Represents non-cash expenses, such as deferred rent ~~expense~~.

v. Represents ~~non-recurring~~certain oritems ~~non-cash~~we ~~items~~believe are not representative of our core business that are not included in ~~captions~~the adjustments above, including personnel and business optimization costs.

vi. ~~Results~~Excludes ~~for~~Adjusted ~~the~~EBITDA ~~three~~amounts ~~and~~attributable ~~nine~~to ~~months ended February 29, 2016 include the operations of~~ Sentilus LLC.

Under the Revolving Facility, the senior secured leverage ratio is the sole financial covenant. We believe the future directional trend of this ratio will provide valuable insight to understanding our operational performance and financial position with respect to our debt obligations. The senior secured leverage ratio is defined by our credit agreement governing the Senior Credit Facilities as consolidated senior secured net debt divided by the total of the last twelve months Adjusted EBITDA. Adjusted EBITDA used in this leverage ratio is calculated in a similar manner to that included in the table presented above, except that it includes certain additional adjustments such as projected cost savings and synergies calculated on a pro forma basis that we expect to realize in future periods related to actions already taken or expected to be taken within twelve months of the end of the applicable period and excludes the operations of Sentilus LLC, which is not included in the bank calculation.

On December 9, 2015, we entered into Amendment No. 5 to the credit agreement to modify the financial covenant associated with the Revolving Facility. The amendment provides that beginning with the period ending November 30, 2015, for purposes of calculating its compliance with the senior secured net leverage ratio covenant for any trailing twelve-month period for bank reporting purposes, we may calculate EBITDA on a constant currency basis, as defined in the amendment. The use of the constant currency adjustment is subject to compliance with certain restrictions. This adjustment is not reflected in the calculation of Adjusted EBITDA above.

As of February 29, 2016, we were in compliance with our senior secured net leverage ratio covenant.

Liquidity and Capital Resources

Cash flow

Our principal source of liquidity is our operating cash flow, which is expected to be positive on an annual basis. This cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting our operating, investing and financing requirements.

In the first ~~nine~~three months of fiscal year ~~2016~~2017, our cash and cash equivalents decreased by $60.26 million to $129.27 million as of ~~February~~August 2931, 2016. The decrease was primarily due to ~~investments~~cash inused ~~new~~by ~~businesses,~~operating ~~additional~~activities ~~property~~of ~~and~~$17.2 ~~equipment~~million, ~~and~~by aninvesting ~~additional~~activities ~~loan to Sirona~~ of $43.90 million, as well as repayments of our long-term debt of $51.07 million in the first ~~nine~~three months of fiscal year ~~2016~~2017. These decreases in cash and cash equivalents were partially offset by ~~positive~~ cash ~~flow~~provided ~~contributed~~from bynet ~~our~~borrowings ~~operating activities~~ of ~~approximately~~ $621.80 million ~~and $4.5 million of borrowings~~ from our Revolving ~~Facility~~Facilities. The cash balance at ~~February~~August 2931, 2016 includes cash of $98.0 million that is held by our subsidiaries outside of the United States. We are not permanently reinvested in our subsidiaries and can repatriate these funds, if needed, to support future debt payments.

In the first ~~nine~~three months of fiscal year ~~2015~~2016, our cash and cash equivalents ~~decreased~~increased by $120.17 million to $1119.50 million as of ~~February~~August 2831, 2015. The ~~decrease~~increase was primarily due to ~~$19.2~~net ~~million~~borrowings offrom ~~cash~~our ~~used~~Revolving ~~for~~Facility ~~investments in new businesses, the Sirona collaboration, and additional property and equipment in the first nine months~~ of ~~fiscal year 2015~~$16.0 ~~These~~million ~~decreases in cash and cash equivalents were~~ partially offset by ~~positive~~$7.9 ~~cash~~million ~~flow~~of ~~contributed~~cash byused ~~our~~in operating activities, ~~of approximately~~ $25.8 million ~~and~~used ~~$8.0~~in ~~million~~investing ~~of net cash received from financing~~ activities, ~~due~~and to $131.7 million onused ~~our~~for ~~Revolving~~repayments ~~Facility~~of ~~and~~our ~~repaid~~ long-term debt ~~of $5~~.~~0 million in the first nine months of fiscal year 2015.~~

Operating activities

Operating activities ~~provided~~used $617.82 million of cash and cash equivalents in the first ~~nine~~three months of fiscal year ~~2016~~2017 as compared with $27.89 million of cash ~~provided~~used by operating activities in the first ~~nine~~three months of fiscal year ~~2015~~2016. The increase in cash ~~provided~~used by operating activities was ~~mainly~~ due to ~~improvements~~ inincreased working capital ~~management,~~requirements ~~including higher~~primarily ~~collections~~driven onby ~~outstanding~~an ~~receivables~~increase ~~partially~~in ~~offset~~accounts byreceivable ~~additional cash~~balances ~~used~~from tohigher ~~fund~~net ~~purchases~~sales ofin ~~inventory during~~ the first ~~nine~~quarter ~~months~~ of fiscal year ~~2016~~2017, an increase in inventories, reflecting changes in inventory to meet expected future needs, and a decrease in accounts payable mainly due to the timing of payments.

4131

Investing activities

In the first ~~nine~~three months of fiscal year ~~2016~~2017, we used $72.18 million of cash to purchase property and equipment and to upgrade certain financial and operating systems~~, $4~~.9 ~~million to fund an additional loan to Sirona, and $0.8 million to acquire the assets of a Reference Lab.~~ In the first ~~nine~~three months of fiscal year ~~2015~~2016, we used $72.50 million of cash to purchase property and equipment, upgrade certain financial systems and implement a new financial consolidations application, $5.3.1 million to fund ~~the~~an ~~original~~additional ~~investment~~loan into ~~the~~ Sirona ~~collaboration,~~ and $60.48 million ~~for~~to ~~investments~~acquire inthe ~~new~~assets ~~businesses~~of a Reference Lab.

Financing activities

In the first ~~nine~~three months of fiscal year ~~2016~~2017, we used cash from financing activities of $51.07 million for repayments of our long-term debt. We ~~also~~ borrowed $4832.0 million and repaid $4311.50 million from our Revolving ~~Facility~~Facilities, and had $421.50 million outstanding under our Revolving ~~Facility~~Facilities as of ~~February~~August 2931, 2016. In addition, we paid a $1.0 million dividend to IVD Holdings B Inc. to fund the activities of Sentilus LLC, and received $1.0 million in proceeds from a capital contribution to the noncontrolling interest. In the first ~~nine~~three months of fiscal year ~~2015~~2016, we used cash from financing activities of $51.07 million for repayments of our long-term debt, and we borrowed $4920.50 million from our Revolving Facility and repaid $364.50 million, with $1316.0 million outstanding under our Revolving Facility as of August 31, 2015.

Future Cash Requirements and Restrictions

Our Term Loan Facility requires quarterly principal payments equal to 0.25% of the original principal amount of the loan with the balance due and payable on August 19, 2018. Required principal and interest payments related to our Term Loan Facility are $6.6 million and $32.63 million, respectively, for the next 12 months. Required interest payments related to the Notes is $44.5 million for the next 12 months. The Senior Credit Facilities are secured by substantially all of the tangible and intangible assets of our U.S. subsidiaries and the pledge of 65% of the stock of our foreign subsidiaries. As of ~~February~~August 2931, 2016, we had principal of $1,~~043~~040.41 million of long-term borrowings outstanding under our Term Loan Facility and the Notes, and $421.50 million outstanding on the Revolving ~~Facility~~Facilities. Our net total available borrowings under our Revolving ~~Facility~~Facilities ~~were~~was $9559.50 million as of ~~February~~August 2931, 2016.

We expect that recurring capital expenditures during fiscal year ~~2016~~2017 will range from $10.0 million to $1512.0 million. These expenditures will be used to purchase equipment that increases or enhances capacity and productivity, ~~and to~~ upgrade certain financial systems, and ~~operational~~expand ~~systems~~capacity at our facility in Waukesha, Wisconsin. These expenditures exclude the purchase of instrument assets that are used in equipment rental agreements with our customers, which is reflected in non-cash investing and financing activities in our consolidated statements of cash flows.

Management believes that existing cash and cash equivalent balances, cash provided from operations, and borrowings available under the Revolving ~~Facility~~Facilities of our Senior Credit Facilities will provide sufficient liquidity to meet the operating and capital expenditure needs for existing operations during the next twelve months.

On March 4, 2016, we exercised our warrant to acquire 100% of the common stock of Sirona Genomics, Inc. (“Sirona”) and paid a total of $14.4 million in cash. Refer to Notes 3 and 20 of our consolidated financial statements for additional information on the Sirona collaboration.

We and our officers, directors, employees, subsidiaries, affiliates, including IVD Holdings, Inc. (our indirect parent company), or directors, subsidiaries, stockholders or affiliates of IVD Holdings, Inc., may from time to time seek to retire or purchase our outstanding debt (including publicly issued debt) through cash purchases and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Commitments and Contractual Obligations

As of ~~February~~August 2931, 2016, our material cash commitments and contractual obligations have not changed significantly from those disclosed in our Annual Report for the year ended May 31, ~~2015~~2016.

Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements as of ~~February~~August 2931, 2016.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with ~~U.S.~~ GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. We discuss our critical accounting policies in the Management’s Discussion and Analysis section of the Company’s Annual Report on Form 10-K. There have been no other significant changes in our critical accounting policies since May 31, ~~2015~~2016.

Risk Factors and Forward-Looking Statements

This document contains “forward-looking statements,” which include information concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other statements that are not related to present ~~factors~~facts or current conditions or that are not purely historical. Many of these statements appear, in particular, under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” When used in this report, the words “estimate,” “expect,” “anticipate,” “project,” “plan,” “intend,” “believe” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, ~~without limitation,~~ our examination of operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but there can be no assurance that we will realize our expectations or that our beliefs will prove correct.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements include but are not limited to:

• our substantial indebtedness; • lower industry blood demand; • lower than expected demand for our instruments; • the decision of customers to defer capital spending; • the failure of customers to efficiently integrate our products into their operations; • the rate of adoption by customers of new technologies and products; • increased competition;

• lower industry blood demand;

• lower than expected demand for our instruments;

• the decision of customers to defer capital spending;

• the failure of customers to efficiently integrate our products into their operations;

• increased competition;

•

product development, manufacturing and regulatory obstacles;

•

the failure to successfully integrate and capitalize on past or future acquisitions;

•

general economic conditions; and

• other risks and uncertainties discussed in this report, particularly in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

There may be other factors of which we are currently unaware of or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us apply only as of the date they are made and are expressly made subject to the cautionary statements included in this report. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date they were made or to reflect the occurrence of unanticipated events.

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 ITEM 1A of this report, and in the Company’s Annual Report on Form 10-K for the year ended May 31, ~~2015~~2016.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As of ~~February~~August 2931, 2016, there have been no material changes regarding our market risk position from those disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended May 31, ~~2015~~2016.

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~~August 2931, 2016. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~February~~August 2931, 2016, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the three months ended February 29, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.33

44There were no changes in our internal control over financial reporting during the three months ended August 31, 2016 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

We (Immucor, Inc. and BioArray Solutions Limited (“BioArray”), a wholly owned subsidiary of Immucor, Inc.) are defendants in an action brought in August 2014 by Rutgers, the State University of New Jersey (“Rutgers”), in the Superior Court of New Jersey for Middlesex County, alleging breach of contract and fraud claims under a patent license between Rutgers and BioArray. We have removed the case to the United States District Court for the District of New Jersey, and the plaintiffs are seeking to remand the case back to state court. We believe the claims are without merit and that we have meritorious defenses. We believe that liability is unlikely and that the amount of any liability is not currently reasonably estimable. We also believe that any potential liability would not be material to our operations or to our financial condition.

From time to time, we are a party to certain legal proceedings in the ordinary course of business. However, we are not currently subject to any legal proceedings expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A. Risk Factors

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, ~~2015~~2016. In addition to the other information included in this report, 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 our business. 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.

ITEM 5. Other Information

~~Equity Compensation Plan~~None

On September 24, 2015, our Compensation Committee approved a modification to our 2011 Equity Incentive Plan (our “Plan”) effective November 1, 2015. This modification added an alternative service-based vesting opportunity to all previously granted but unvested performance-based options. On October 16, 2015, our Compensation Committee approved an additional modification to our Plan that converted all stock appreciation rights granted prior to November 1, 2015 to service-based option awards and performance-based option awards. These awards will vest from the original grant to May 31, 2018.34

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 *

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 *

* 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 11, 2016	By:	/s/ Jeffrey R. Binder
Date: October 17, 2016	By:	/s/ Jeffrey R. Binder
		Jeffrey R. Binder, Chief Executive Officer
	Jeffrey R. Binder, President and Chief Executive Officer
	(Principal Executive Officer)	~~(Principal Executive Officer)~~
Date: April 11, 2016	By:	/s/ Dominique Petitgenet
Date: October 17, 2016	By:	/s/ Dominique Petitgenet
		Dominique Petitgenet, Chief Financial Officer
	Dominique Petitgenet, Chief Financial Officer and Vice President, Operations
	(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~

46 35

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