Exhibit 99.2

IRIS INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED CONSOLIDATED
PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed combined consolidated balance sheet as of June 30, 2010 gives effect to the acquisition of AlliedPath, Inc. (“AlliedPath”) by IRIS International, Inc. (the “Company”) effective July 28, 2010, as if it had occurred on June 30, 2010. The following unaudited pro forma condensed combined consolidated statements of operations for the year ended December 31, 2009 and the six months ended June 30, 2010 give effect to the acquisition of AlliedPath by the Company as if it had occurred on January 1, 2009. The Company’s condensed consolidated statement of operations information for the year ended December 31, 2009 was derived from the consolidated statement of operations included in its 2009 Annual Report on Form 10-K. The Company’s condensed consolidated statement of operations information for the six months ended June 30, 2010 was derived from its Quarterly Report on Form 10-Q for the six months ended June 30, 2010. AlliedPath’s statement of operations information for the year ended December 31, 2009 was derived from the audited statement of operations of AlliedPath included in Exhibit 99.1 to this Current Report on Form 8-K. AlliedPath’s statements of operations information for the six months ended June 30, 2010 were derived from the unaudited statement of operations of AlliedPath included in Exhibit 99.1 to this Current Report on Form 8-K.

The unaudited pro forma condensed combined consolidated financial information has been prepared by the Company’s management for illustrative purposes only and is not necessarily indicative of the condensed consolidated financial position or the results of operations in future periods or the results that actually would have been realized had the Company and Allied Path been a combined company during the specified periods. The pro forma adjustments are based upon assumptions that the Company’s management believes are reasonable. The pro forma adjustments are based on the information available at the time of the preparation of the unaudited pro forma condensed combined consolidated financial statements. These statements, including any notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the six months ended June 30, 2010 filed with the Securities and Exchange Commission.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
As of June 30, 2010

		Historical				Historical				Pro Forma				Pro Forma
		IRIS				Allied Path				Adjustments				Combined
Assets
Current assets:
Cash and cash equivalents		$	37,026			$	172			$	(4,178	) (a)		$	33,020
Account Receivable, net			18,127				14								18,141
Inventories, net			13,107												13,107
Prepaid expenses and other current assets			1,807				35				(2	) (a)			1,840
Investment in sales-type leases, current portion			3,499												3,499
Note receivable			450								(450	)			0
Deferred tax asset			4,238								46	(d)			4,284
Total Current Assets			78,254				221				(4,584	)			73,891
Property and equipment, at cost, net			9,357				532								9,889
Goodwill			2,450								1,176	(d)			3,626
Core Technology, net			1,410								3,090	(d)			4,500
License											1,604	(d)			1,604
Covenant not to compete											100	(d)			100
Software development costs, net			2,587												2,587
Deferred tax asset			1,898								1,220	(d)			3,118
Investment in sales-type leases, non-current			8,886												8,886
Other assets			884				32				6	(d)			922
Total Assets		$	105,726			$	785			$	2,612			$	109,123
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable		$	7,516			$	332			$	(186	) (a)		$	7,662
Accrued expenses			6,468				630				(565	) (a)			6,533
Deferred service contract revenues, current portion			3,027												3,027
Loans payable							796				(796	) (a)			(0	)
Deferred tax liability											88	(d)			88
Total current liabilities			17,011				1,758				(1,459	)			17,310
Deferred service contact revenues, non-current			47												47
Capital lease obligations							126								126
Other long term liabilities							61								61
Earnout liability											1,210	(b)			1,210
Deferred tax liability											1,701	(d)			1,701
Total liabilities			17,058				1,945				1,452				20,455
Commitments and contingencies
Stockholders’ equity (deficit):
Common Stock			182				1				(1	) (a)			182
Preferred stock							1				(1	) (a)			0
Additional paid-in-capital			89,747				2,658				(2,658	) (a)			89,747
Other comprehensive income			284												284
Accumulated deficit			(1,545	)			(3,820	)			3,820	(c)			(1,545	)
Total Stockholders’ equity (deficit)			88,668				(1,160	)			1,160				88,668
Total liabilities and stockholders’ equity (deficit)		$	105,726			$	785			$	2,612			$	109,123

See accompanying notes to unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

		For the Year Ended December 31, 2009
		Historical				Historical				Pro Forma				Pro Forma
		IRIS				Allied Path				Adjustments				Combined
Revenues		$	92,566			$	4							$	92,570
Cost of goods			43,901				94								43,995
Gross profit (loss)			48,665				(90	)							48,575
Operating expenses			40,854				2,185			$	241	(e)			43,280
Operating income (loss)			7,811				(2,275	)			(241	)			5,295
Other income(expense)			894				(3	)			(38	) (f)			858
											5	(g)
Income (loss) before provision of income taxes			8,705				(2,278	)			(274	)			(6,153	)
Provision for income taxes			2,454								(104	)(h)			2,350
Net income (loss)		$	6,251			$	(2,278	)		$	(170	)		$	3,803
Net income per share-basic		$	0.35											$	0.21
Net income per share-diluted		$	0.35											$	0.21
Weighted average common shares outstanding-basic			17,727												17,727
Weighted average common shares outstanding-diluted			17,874												17,874

See accompanying notes to unaudited pro forma condensed combined financial statements

		For the Six Months Ended June 30, 2010
		Historical				Historical				Pro Forma				Pro Forma
		IRIS				Allied Path				Adjustments				Combined
Revenues		$	52,668			$	25							$	52,693
Cost of goods			24,919				257								25,176
Gross profit (loss)			27,749				(232	)							27,517
Operating expenses			25,089				987			$	120	(e)			26,196
Operating income (loss)			2,660				(1,219	)			(120	)			1,321
Other income(expense)			(162	)			(40	)			(19	) (f)			(183	)
											38	(g)
Income (loss) before provision of income taxes			2,498				(1,259	)			(101	)			1,138
Provision for income taxes			832								(38	) (h)			794
Net income (loss)		$	1,666			$	(1,259	)			(63	)		$	344
Net income per share-basic		$	0.09											$	0.02
Net income per share-diluted		$	0.09											$	0.02
Weighted average common shares outstanding-basic			17,959												17,959
Weighted average common shares outstanding-diluted			18,079												18,079

See accompanying notes to unaudited pro forma condensed combined financial statements.

IRIS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED COMBINED CONSOLIDATED PRO FORMA
FINANCIAL INFORMATION (UNAUDITED)

1. Transaction

On July 28, 2010, we acquired AlliedPath, Inc. (“AlliedPath”), a molecular diagnostics company. Pursuant to the terms of a Merger Agreement dated July 26, 2010 we acquired all the issued and outstanding stock of AlliedPath for an amount in cash equal to $4.7 million less certain indebtedness existing at the closing, with an additional earn-out of up to $1.3 million subject to the achievement of specific sales and earnings targets through December 2013. We did not assume any outstanding options or warrants of AlliedPath in connection with the acquisition.

The allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as if the transaction had occurred as of June 30, 2010 is presented below (in thousands). The purchase price allocations and pro forma adjustments below are based on preliminary estimates, available information and certain assumptions, and maybe revised as additional information becomes available.

Current assets		$	221
Fixed assets			532
Existing technology			3,090
CLIA License			1,604
Customer relationships			6
Non-compete agreements			100
Goodwill			1,062
Other assets			32
Current liabilities			(156	)
Lease obligations			(178	)
Other liabilities			(63	)
Deferred tax liability, net			(410	)
Total purchase price		$	5,840

Acquired property and equipment are being depreciated on a straight-line basis with estimated remaining lives ranging from 1 year to 5 years. Intangible assets except the CLIA license are being amortized on a straight-line basis with estimated remaining lives ranging from 3 to 15 years reflecting the expected future value. The CLIA license is considered to have an indefinite life. The purchase was structured as a stock purchase therefore the value assigned to the existing technology, CLIA license, customers relationships, non-compete agreements and goodwill is not deductible for tax purposes.

2. Pro Forma Adjustments

The pro forma adjustments included in the unaudited pro forma condensed combined consolidated financial statements are as follows:

	(a)		To reflect payment of cash portion of purchase price.
	(b)		To reflect fair value of the earn out portion of the purchase price
	(c)		To eliminate stockholder deficit of AlliedPath
	(d)		To record adjustments for fair value of assets and liabilities acquired
	(e)		To record amortization of intangible assets acquired
	(f)		To record accretion of discount on earnout portion of purchase price
	(g)		To eliminate interest expense on notes paid off
	(h)		To record income tax effect of pro forma adjustments using company’s effective combined federal and state tax rate