##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-26124
  IXYS Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0140882(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1590 Buckeye Drive
 Milpitas, California
    95035-7418
 (Address of principal executive
    offices and zip code)
  (408) 457-9000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant
    to Section 12(b) of the Act:
  Common stock, par value $0.01
    per share

The NASDAQ Global Select
    Market(Title of Each Class)

(Name of Each Exchange on Which Registered)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
    þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





IXYS
    CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED MARCH 31, 2011
    TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


27Item 3.


Legal Proceedings


27Executive Officers of the Registrant


27PART IIItem 5.


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


28Item 6.


Selected Financial Data


30Item 7.


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


31Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


91Item 9A.


Controls and Procedures


91Item 9B.


Other Information


93PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


93Item 11.


Executive Compensation


93Item 12.


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


93Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


93Item 14.


Principal Accounting Fees and Services


93PART IVItem 15.


Exhibits and Financial Statement Schedules


94EX-10.17EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   2




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FORWARD-LOOKING
    STATEMENTS
  Form 10-K
 PART I  Item 1.
    Business      Form 10-K
    
    power conversion systems, including uninterruptible power
    supplies, or UPS, and switch-mode power supplies, or SMPS, for
    applications, such as communications infrastructure, including
    wireless base stations, network servers and telecommunication
    switching stations;
    motor drives for industrial applications, such as industrial
    transportation, robotics, automation and process control
    equipment;
    medical electronics for sophisticated applications, such as
    defibrillators and MRI equipment; and
    renewable energy sources, such as wind turbines and solar
    systems.     3




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Background
    and Industry
    
    proliferation of technology-driven products that require
    electricity, including computers, telecommunications equipment
    and the infrastructure to support portable electronics;
    increased use of electronic content in traditional products such
    as airplanes, automobiles and home appliances;
    increased use of automation and electrical processes in industry
    and mass transit systems;
    growth of the Internet and mobile telecommunications
    demand; and
    penetration of technology into developing countries.      
    convert, or rectify, alternating current, or AC,
    power delivered by electrical utilities to the direct current,
    or DC, power that is required by most electronic equipment;
    convert DC power at a certain voltage level to DC power at a
    different voltage level to meet the specific voltage requirement
    for an application;
    invert DC power to high frequency AC power to permit the
    processing of power through the use of substantially smaller
    electronic components; or
    rectify high frequency AC power from switch-mode power supplies
    to meet the specific DC voltage and frequency required by an
    application.   4




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Power
    Semiconductors
    Power MOS
    Transistors.
    
    Power MOSFETs.  A power MOSFET, or
    metal-oxide-silicon field-effect transistor, is a switch
    controlled by voltage at the gate. Power MOSFETs are used in
    combination with passive components to vary the amperage and
    frequency of electricity by switching on and off at high
    frequency. Our power MOSFETs are used primarily in power
    conversion systems and are focused on higher voltage
    applications ranging from 40 to 1,700 volts.
    IGBTs.  IGBTs, or insulated-gate bipolar
    transistors, also are used as switches. IGBTs have achieved many
    of the advantages of power MOSFETs and of traditional bipolar
    technology by combining the voltage-controlled switching
    features of power MOSFETs with the superior conductivity and
    energy efficiency of bipolar transistors. For a given
    semiconductor die size, IGBTs can operate at higher currents and
    voltages, making them more cost-effective devices for high
    energy applications than power MOSFETs.    Bipolar
    Products.
    
    Rectifiers.  Rectifiers convert AC power to DC
    power and are used primarily in input and output rectification
    and inverters. Our rectifiers are used in DC and AC motor
    drives, power supplies, lighting and heating controls and
    welding equipment. 5




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
    Thyristors.  Thyristors are switches that can
    be turned on by a controlled signal and turned off only when the
    output current is reduced to zero, which occurs in the flow of
    AC power. Thyristors are preferred over power MOSFETs and IGBTs
    in high voltage, low frequency AC applications because their
    on-state resistance is lower than the on-state resistance of
    power MOSFETs and IGBTs. Our thyristors are used in motor
    drives, defibrillators, power supplies, lighting and heating
    controls.  Integrated
    Circuits
    Solid-State
    Relays.
    LCAS and
    DAA integrated products.
  tm
  Application
    Specific Integrated Circuits.
    Power
    Management and Control ICs.
    Microcontrollers.
  computer-on-a-chip
   6




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RF Power
    Semiconductors
    Systems
    and Other Products
    Products
    and Applications
    Category

Our Products

End User ApplicationsPower Conversion Systems

FRED

SMPS and UPS for:IGBT

Wireless base stationsModule

Internet facilitiesMOSFET

Storage area networksThyristor

RF generatorsRectifier

Renewable energy systemsIC Driver

Low-power controllersEmbedded flash microcontroller

Industrial controllersCore 8-bit microcontroller

Battery chargersMotor Drives

FRED

AutomationIGBT

RoboticsModule

Process control equipmentMOSFET

Machine toolsThyristor

Electric trainsIC driverSolid state relay 7




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##### Table of Contents



Category

Our Products

End User ApplicationsMedical Electronics

IGBT

DefibrillatorsMOSFET

Medical imaging devicesThyristor

Laser power suppliesIC

UltrasoundGaAs FETTelecommunications

SSR

Point-of-sale terminalsMOSFET

ModemsLCAS

Set top boxesGaAs FET

Wireless base stationsDAA

Central officeCore 8-bit microcontroller

Security systemsSerial communication controller

Telephone switches/PBXConsumer Products

Display driver IC

Cell phonesCore 8-bit microcontroller

AppliancesEmbedded flash microcontroller

Displays     Sales and
    Marketing
    Form 10-K,
    Research
    and Development
   8




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
    developing new power semiconductors and ICs for medical
    applications;
    increasing the operating range of our MOS and bipolar products;
    developing new gallium arsenide monolithic microwave ICs, or
    MMICs;
    developing new light emitting diode drivers;
    developing higher power IGBT modules;
    developing power solid-state relays;
    developing high voltage integrated circuits, or HVICs, for power
    management;
    developing trench MOSFETs for automotive and portable equipment
    markets;
    developing module products for automotive markets;
    developing module products for solar inverters and wind power
    generators;
    developing stacks for renewable energy markets;
    developing ICs for telecommunications;
    developing solar powered battery charging devices, products and
    circuits; and
    developing 8 and 16-bit embedded flash-based microcontrollers.    Patents
    and Other Intellectual Property Rights
    Manufacturing
    and Facilities
    Wafer
    Fabrication.
     9




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Form 10-K, Form 10-K, Form 10-K,
  Assembly.
      Test.
   10




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Competition
    
    price;
    proper new product definition;
    product quality, reliability and performance;
    product features;
    timely delivery of products;
    breadth of product line;
    design and introduction of new products;
    market acceptance of our products and those of our customers;
    support tools;
    familiarity with micrologic architecture;
    existing customer investment in system software based on a
    particular architecture; and
    technical support and service.    Backlog
      just-in-time
 11




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Employees
    Seasonality
    Available
    Information
  http://www.ixys.com, Form 10-K, Form 10-Q Form 8-K, Form 10-K. 408-457-9000 e-mail
  Item 1A.
    Risk
    Factors  Form 10-K,
  Our
    operating results fluctuate significantly because of a number of
    factors, many of which are beyond our control.
  quarter-to-quarter year-to-year.
  
    changes in business and economic conditions, including a
    downturn in demand or decrease in the rate of growth in demand,
    whether in the global economy, a regional economy or the
    semiconductor industry;
    changes in consumer and business confidence caused by changes in
    market conditions, potentially including changes in the credit
    market, or changes in currency exchange rates, expectations for
    inflation or energy prices;
    the reduction, rescheduling or cancellation of orders by
    customers;
    fluctuations in timing and amount of customer requests for
    product shipments;
    changes in the mix of products that our customers purchase;
    changes in the level of customers component inventory;
    loss of key customers;
    the availability of production capacity, whether internally or
    from external suppliers; 12




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
    the cyclical nature of the semiconductor industry;
    competitive pressures on selling prices;
    strategic actions taken by our competitors;
    market acceptance of our products and the products of our
    customers;
    fluctuations in our manufacturing yields and significant yield
    losses;
    difficulties in forecasting demand for our products and the
    planning and managing of inventory levels;
    the availability of raw materials, supplies and manufacturing
    services from third parties;
    the amount and timing of investments in research and development;
    damage awards or injunctions as the result of litigation;
    changes in our product distribution channels and the timeliness
    of receipt of distributor resale information;
    the impact of vacation schedules and holidays, largely during
    the second and third fiscal quarters of our fiscal year; and
    the amount and timing of costs associated with product returns.  Form 10-K,
  We may
    not be able to increase production capacity to meet the present
    and future demand for our products.
    Our
    backlog may not result in future revenues.
     13




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Fluctuations
    in the mix of products sold may adversely affect our financial
    results.
  start-up
  Our
    international operations expose us to material
    risks.
    
    foreign currency fluctuations, particularly in the Euro and the
    British pound;
    longer payment cycles;
    challenges in collecting accounts receivable;
    changes in the laws, regulations or policies of the countries in
    which we manufacture or sell our products;
    trade restrictions;
    cultural and language differences;
    employment regulations;
    limited infrastructure in emerging markets;
    transportation delays;
    seasonal reduction in business activities;
    work stoppages;
    labor and union disputes;
    electrical outages;
    terrorist attack or war; and
    economic or political instability.     14




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The
    semiconductor industry is cyclical, and an industry downturn
    could adversely affect our operating results.
    
    changes in product mix in response to changes in demand;
    alternating periods of overcapacity and production shortages,
    including shortages of raw materials supplies and manufacturing
    services;
    cyclical demand for semiconductors;
    significant price erosion;
    variations in manufacturing costs and yields;
    rapid technological change and the introduction of new
    products; and
    significant expenditures for capital equipment and product
    development.    Our
    dependence on subcontractors to assemble and test our products
    subjects us to a number of risks, including an inadequate supply
    of products and higher materials costs.
    
    reduced control over delivery schedules and quality;
    the potential lack of adequate capacity during periods of excess
    demand;
    difficulties selecting and integrating new subcontractors;
    limited or no warranties by subcontractors or other vendors on
    products supplied to us;
    potential increases in prices due to capacity shortages and
    other factors;
    potential misappropriation of our intellectual property; and
    economic or political instability in foreign countries.   15




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Semiconductors
    for inclusion in consumer products have short product life
    cycles.
    We may
    not be successful in our acquisitions.
    
    failure to retain key personnel of the acquired business;
    diversion of managements attention during the acquisition
    process;
    disruption of our ongoing business;
    the potential strain on our financial and managerial controls
    and reporting systems and procedures;
    unanticipated expenses and potential delays related to
    integration of an acquired business;
    the risk that we will be unable to develop or exploit acquired
    technologies;
    failure to successfully integrate the operations of an acquired
    company with our own;
    the challenges in achieving strategic objectives, cost savings
    and other benefits from acquisitions;
    the risk that our markets do not evolve as anticipated and that
    the technologies acquired do not prove to be those needed to be
    successful in those markets;
    the risks of entering new markets in which we have limited
    experience;
    difficulties in expanding our information technology systems or
    integrating disparate information technology systems to
    accommodate the acquired businesses;
    the challenges inherent in managing an increased number of
    employees and facilities and the need to implement appropriate
    policies, benefits and compliance programs;
    customer dissatisfaction or performance problems with an
    acquired companys products or personnel;
    adverse effects on our relationships with suppliers;
    the reduction in financial stability associated with the
    incurrence of debt or the use of a substantial portion of our
    available cash;
    the costs associated with acquisitions, including in-process
    R&D charges and amortization expense related to intangible
    assets, and the integration of acquired operations; and
    assumption of known or unknown liabilities or other
    unanticipated events or circumstances.   16




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We
    depend on external foundries to manufacture many of our
    products.
      
    the lack of control over delivery schedules;
    the unavailability of, or delays in obtaining access to, key
    process technologies;
    limited control over quality assurance, manufacturing yields and
    production costs; and
    potential misappropriation of our intellectual property.    Our
    success depends on our ability to manufacture our products
    efficiently.
    
    contaminants in the manufacturing environment;
    defects in the masks used to print circuits on a wafer;
    manufacturing equipment failure; or
    wafer breakage.   17




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Our
    gross margin is dependent on a number of factors, including our
    level of capacity utilization.
    Increasing
    raw material prices could impact our
    profitability.
    We
    order materials and commence production in advance of
    anticipated customer demand. Therefore, revenue shortfalls may
    also result in inventory write-downs.
    Our
    debt agreements contain certain restrictions that may limit our
    ability to operate our business.
    
    incur additional indebtedness;
    grant liens;
    consolidate, merge or sell our assets, unless specified
    conditions are met;
    acquire other business organizations;
    make investments;
    redeem or repurchase our stock; and
    change the nature of our business.     18




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Changes
    in our decisions about restructuring could affect our results of
    operations and financial condition.
    
    timing and execution of a plan that may be subject to local
    labor law requirements, including consultation with appropriate
    work councils;
    changes in assumptions related to severance costs;
    changes in employment levels and turnover rates; and
    changes in product demand and the business environment,
    including changes in global economic conditions.  Our
    royalties are uncertain and unpredictable in
    amount.
    Our
    markets are subject to technological change and our success
    depends on our ability to develop and introduce new
    products.
    
    changing technologies;
    changing customer needs;
    frequent new product introductions and enhancements;
    increased integration with other functions; and
    product obsolescence.      Our
    revenues are dependent upon our products being designed into our
    customers products.
    We
    could be harmed by intellectual property
    litigation.
   19




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We may
    not be able to protect our intellectual property rights
    adequately.
    Because
    our products typically have lengthy sales cycles, we may
    experience substantial delays between incurring expenses related
    to research and development and the generation of
    revenues.
    The
    markets in which we participate are intensely
    competitive.
    
    proper new product definition;
    product quality, reliability and performance;
    product features;
    price;
    timely delivery of products;
    technical support and service;
    design and introduction of new products; 20




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##### Table of Contents




    market acceptance of our products and those of our
    customers; and
    breadth of product line.      We
    rely on our distributors and sales representatives to sell many
    of our products.
    Our
    future success depends on the continued service of management
    and key engineering personnel and our ability to identify, hire
    and retain additional personnel.
   21




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Acquisitions
    and expansion place a significant strain on our resources,
    including our information systems and our employee
    base.
              We
    depend on a limited number of suppliers for our substrates, most
    of whom we do not have long term agreements with.
    Costs
    related to product defects and errata may harm our results of
    operations and business.
    
    writing off the value of inventory of defective products;
    disposing of defective products; 22




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
    recalling defective products that have been shipped to customers;
    providing product replacements for, or modifications to,
    defective products; and/or
    defending against litigation related to defective products.    We
    face the risk of financial exposure to product liability claims
    alleging that the use of products that incorporate our
    semiconductors resulted in adverse effects.
    If our
    goodwill or long-lived assets become impaired, we may be
    required to record a significant charge to
    earnings.
    We
    estimate tax liabilities, the final determination of which is
    subject to review by domestic and international taxation
    authorities.
    Our
    results of operations could vary as a result of the methods,
    estimates, and judgments that we use in applying our accounting
    policies.
  Form 10-K).
 23




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We are
    exposed to various risks related to the regulatory
    environment.
  and/or
      We
    invest in companies for strategic reasons and may not realize a
    return on our investments.
  other-than-temporary
  Our
    ability to access capital markets could be
    limited.
   24




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Geopolitical
    instability, war, terrorist attacks and terrorist threats, and
    government responses thereto, may negatively affect all aspects
    of our operations, revenues, costs and stock
    price.
    Business
    interruptions may damage our facilities or those of our
    suppliers.
    We may
    be affected by environmental laws and regulations.
    Nathan
    Zommer, Ph.D. owns a significant interest in our common
    stock.
    Our
    stock price is volatile.
    
    variations in our actual or expected quarterly operating results;
    announcements or introductions of new products;
    technological innovations by our competitors or development
    setbacks by us;
    conditions in the communications and semiconductor markets;
    the commencement or adverse outcome of litigation;
    changes in analysts estimates of our performance or
    changes in analysts forecasts regarding our industry,
    competitors or customers;
    announcements of merger or acquisition transactions or a failure
    to achieve the expected benefits of an acquisition as rapidly or
    to the extent anticipated by financial analysts;
    terrorist attack or war; 25




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
    sales of our common stock by one or more members of management,
    including Nathan Zommer, Ph.D., our Chief Executive
    Officer; or
    general economic and market conditions.    The
    anti-takeover provisions of our certificate of incorporation and
    of the Delaware General Corporation Law may delay, defer or
    prevent a change of control.
      Item 1B.
    Unresolved
    Staff Comments   26




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##### Table of Contents



Item 2.
    Properties    ApproximateSquarePrincipal Facilities

Footage

Lease Expiration

UseAliso Viejo, California


27,000


(1)

Research and development, sales and distributionBeverly, Massachusetts


83,000


(1)

Research and development, manufacturing, sales and distributionChippenham, England


100,000


December 2022

Research and development, manufacturing, sales and distributionFremont, California


30,000


November 2011

Research and development, manufacturing, sales and distributionLampertheim, Germany


170,000


(1)

European headquarters, research and development, manufacturing,
    sales and distributionManila, Philippines


140,000


March 2012

Product testing and global supportMilpitas, California


51,000


(1)

Corporate headquarters, research and development, sales and
    distributionSanta Clara, California


21,000


(1)

Manufacturing     (1)
    
    Owned, not leased.    Item 3.
    Legal
    Proceedings   Executive
    Officers of the Registrant    Name

Age

Position(s)Nathan Zommer


63


Chairman of the Board and Chief Executive OfficerUzi Sasson


49


President, Chief Financial Officer and Secretary    27




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Nathan Zommer.
  Uzi Sasson.
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    First Quarter

Second Quarter

Third Quarter

Fourth QuarterFiscal Year Ended March 31, 2011High

$
9.88


$
9.74


$
12.38


$
13.85Low

$
7.82


$
8.00


$
9.20


$
10.76Fiscal Year Ended March 31, 2010High

$
11.00


$
10.61


$
8.71


$
9.36Low

$
7.61


$
6.38


$
6.11


$
6.81    28




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Stock
    Performance Graph
    
 29




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended March 31,2011


2010(1)


2009


2008


2007(In thousands, except per share amounts)Statement of Operations Data:Net revenues

$
363,273


$
243,224


$
273,552


$
304,456


$
285,908Cost of goods sold


241,175



179,791



207,594



217,332



201,577Gross profit


122,098



63,433



65,958



87,124



84,331Operating expenses:Research, development and engineering


27,527



20,112



19,931



21,124



20,105Selling, general and administrative


42,881



36,163



37,962



42,093



44,134Amortization of acquisition-related intangible assets


6,937



1,839



1,651







Restructuring charges


759



1,614











Impairment charges


702







6,440







Litigation provision














(12,957
)


(29,435
)Total operating expenses


78,806



59,728



65,984



50,260



34,804Operating income (loss)


43,292



3,705



(26
)


36,864



49,527Other income (expense):Interest income (expense), net


(1,228
)


(1,230
)


(666
)


277



1,793Other income (expense)


836



(141
)


4,256



(3,162
)


(3,081
)Income before income tax provision


42,900



2,334



3,564



33,979



48,239Provision for income tax


(6,253
)


(3,011
)


(6,913
)


(10,690
)


(18,020
)Net income (loss)

$
36,647


$
(677
)

$
(3,349
)

$
23,289


$
30,219Net income (loss) per share  basic

$
1.17


$
(0.02
)

$
(0.11
)

$
0.73


$
0.90Net income (loss) per share  diluted

$
1.14


$
(0.02
)

$
(0.11
)

$
0.71


$
0.87Cash dividends per share

$



$



$
0.10


$



$
Weighted average shares used in per share calculationsBasic


31,235



31,005



31,087



31,906



33,505Diluted


32,008



31,005



31,087



33,031



34,784     (1)
    
    During fiscal 2010, we acquired Zilog, Inc. and a display driver
    product line from Leadis Technology, Inc.  30




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As of March 31,2011


2010(1)


2009


2008


2007(In thousands)Selected operating data:Gross profit margin


33.6
%


26.1
%


24.1
%


28.6
%


29.5
%Depreciation and amortization

$
18,059


$
13,386


$
14,547


$
12,868


$
10,499Balance sheet data:Cash and cash equivalents

$
75,406


$
60,524


$
55,441


$
56,614


$
54,027Working capital


181,963



135,280



150,917



162,392



142,408Total assets


325,189



285,939



252,832



293,830



273,641Total long term obligations


51,918



48,122



40,037



47,980



34,647Total stockholders equity


229,229



183,135



178,492



200,229



181,109Cash flow data:Cash provided by operating activities

$
33,867


$
29,166


$
21,580


$
27,955


$
1,883Cash used in investing activities


(8,941
)


(36,256
)


(5,874
)


(10,737
)


(8,865
)Cash (used in) provided by financing activities


(11,401
)


11,775



(12,750
)


(18,579
)


(20,093
)     (1)
    
    During fiscal 2010, we acquired Zilog, Inc. and a display driver
    product line from Leadis Technology, Inc.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This discussion contains forward-looking statements, which
    are subject to certain risks and uncertainties, including,
    without limitation, those described elsewhere in this
    Form 10-K
    and, in particular, in Item 1A hereof. Actual results may
    differ materially from the results discussed in the
    forward-looking statements. For a discussion of risks that could
    affect future results, see Item 1A. Risk
    Factors. All forward-looking statements included in this
    document are made as of the date hereof, based on the
    information available to us as of the date hereof, and we assume
    no obligation to update any forward-looking statement, except as
    may be required by law.
  Overview
      system-on-chip,
     31




---



##### Table of Contents



Critical
    Accounting Policies and Significant Management
    Estimates
      Revenue recognition.
      Allowance for sales returns.
 32




---



##### Table of Contents



Allowance for stock rotation.
  Allowance for ship and debit.
    Balance March 31, 2008

$
345Additions


2,407Deductions


(2,338
)Balance March 31, 2009


414Additions


3,419Deductions


(2,414
)Balance March 31, 2010


1,419Additions


5,467Deductions


(5,486
)Balance March 31, 2011

$
1,400   Allowance for doubtful accounts.
 33




---



##### Table of Contents



Inventories. first-in-first-out
     34




---



##### Table of Contents



Balance at March 31, 2008

$
19,250Sale of excess inventory


(515
)Scrap of excess inventory


(2,021
)Balance of excess inventory


16,714Additional provision for excess inventory


17,983Balance at March 31, 2009


34,697Sale of excess inventory


(5,846
)Scrap of excess inventory


(1,867
)Balance of excess inventory


26,984Additional provision for excess inventory


8,590Balance at March 31, 2010


35,574Sale of excess inventory


(9,618
)Scrap of excess inventory


(2,230
)Balance of excess inventory


23,726Additional provision for excess inventory


5,710Balance at March 31, 2011

$
29,436         Valuation of Goodwill and Intangible
    Assets.
   35




---



##### Table of Contents



Income tax.
    Recent
    Accounting Pronouncements and Accounting Changes
  Form 10-K.
 36




---



##### Table of Contents



Results
    of Operations
    Years Ended March 31,2011


% Change


2010


% Change


2009(000)





(000)





(000)Net revenues

$
363,273



49.4


$
243,224



(11.1
)

$
273,552Cost of goods sold


241,175



34.1



179,791



(13.4
)


207,594Gross profit

$
122,098



92.5


$
63,433



(3.8
)

$
65,958Operating expenses:Research, development and engineering

$
27,527



36.9


$
20,112



0.9


$
19,931Selling, general and administrative


42,881



18.6



36,163



(4.7
)


37,962Amortization of acquisition-related intangible assets


6,937



277.2



1,839



11.4



1,651Restructuring charges


759



(53.0
)


1,614



nm



Impairment charges


702



nm







(100.0
)


6,440Total operating expenses

$
78,806



31.9


$
59,728



(9.5
)

$
65,984         Years Ending March 31,2011


2010


2009% of Net


% of Net


% of NetRevenues


Revenues


RevenuesNet revenues


100.0



100.0



100.0Cost of goods sold


66.4



73.9



75.9Gross profit


33.6



26.1



24.1Operating expenses:Research, development and engineering


7.6



8.3



7.3Selling, general and administrative


11.8



14.9



13.9Amortization of acquisition-related intangible assets


1.9



0.7



0.6Restructuring charges


0.2



0.7



Impairment charges


0.2







2.3Total operating expenses


21.7



24.6



24.1Operating income


11.9



1.5



0.0Other income (expense), net


(0.1
)


(0.5
)


1.3Income before income tax


11.8



1.0



1.3Provision for income tax


(1.7
)


(1.2
)


(2.5
)Net income (loss)


10.1



(0.2
)


(1.2
)  37




---



##### Table of Contents



Revenues
  Year Ended March 31,2011


% Change


2010


% Change


2009(000)





(000)





(000)Power semiconductors

$
252,892



43.9


$
175,699



(19.0
)

$
216,836ICs


83,225



72.1



48,372



50.1



32,236Systems and RF power semiconductors


27,156



41.8



19,153



(21.8
)


24,480Total

$
363,273



49.4


$
243,224



(11.1
)

$
273,552     Average
    Selling Prices
  Year Ended March 31,2011


% Change


2010


% Change


2009Power semiconductors

$
1.91



(17.0
)

$
2.30



(13.5
)

$
2.66ICs(1)

$
0.91



24.7


$
0.73



(6.4
)

$
0.78Systems and RF power semiconductors

$
25.79



18.2


$
21.81



(4.5
)

$
22.84     (1)
    
    $3.4 million and $1.1 million in royalty revenues were
    excluded from the calculation of the ASP of ICs in fiscal 2011
    and 2010, respectively.  Units
  Year Ended March 31,2011


% Change


2010


% Change


2009(000)





(000)





(000)Power semiconductors


132,148



72.6



76,557



(6.1
)


81,498ICs


87,790



36.5



64,292



55.0



41,468Systems and RF power semiconductors


1,053



19.9



878



(18.1
)


1,072Total


220,991



55.9



141,727



14.3



124,038        38




---



##### Table of Contents



39




---



##### Table of Contents



Gross
    Profit.
        Research,
    Development and Engineering.
    Selling,
    General and Administrative.
   40




---



##### Table of Contents



Amortization
    of Acquisition-Related Intangible Assets.
  Form 10-K
  Restructuring
    Charges.
      Form 10-K.
  Impairment
    Charges.
      Form 10-K
  Other
    Income (Expense), Net.
  Form 10-K
 41




---



##### Table of Contents



Provision
    for Income Taxes.
  Form 10-K
  Liquidity
    and Capital Resources
               42




---



##### Table of Contents



re-borrowed Form 10-K Form 10-K
  Form 10-K
   43




---



##### Table of Contents



Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by PeriodLess Than








More ThanContractual Obligations(1)(2)

Total


1 Year


1-3 Years


3-5 Years


5 YearsLong term debt

$
24,770


$
1,352


$
17,544


$
1,880


$
3,994Capital lease obligations(3)


8,260



3,060



3,814



1,386



Operating lease obligations


9,224



2,526



1,957



1,291



3,450Other purchase obligations(4)


29,560



11,195



18,347



18



Total

$
71,814


$
18,133


$
41,662


$
4,575


$
7,444     (1)
    
    Contractual obligations shown in the table above exclude benefit
    payments to participants of our defined benefit pension plans.
    We summarize the estimated benefit payments to be made by the
    plans over the next ten years in Note 9, Pension
    Plans in the Notes to Consolidated Financial Statements in
    Item 8 of this Annual Report on
    Form 10-K.
    The table also excludes contributions we made to defined benefit
    pension plans and our defined contribution plan. Our future
    contributions to these plans depend on many uncertain factors
    including future returns on the defined benefit plan assets and
    the amount and timing of employee and discretionary employer
    contributions to the defined contribution plan. We provide
    additional information about our defined benefit pension plans
    and our defined contribution plan, in Note 14,
    Employee Savings and Retirement Plan and
    Note 9, Pension Plans in the Notes to
    Consolidated Financial Statements in Item 8 of this Annual
    Report on
    Form 10-K.(2)
    
    We are unable to reliably determine the timing of future
    payments related to some of our uncertain tax positions.
    Therefore, $8.8 million of income taxes payable has been
    excluded from the table above. However, long term income taxes
    payable, included on our consolidated balance sheet, includes
    these uncertain tax payments.(3)
    
    Includes anticipated interest payments. The capital lease
    obligations of $8.3 million include interest payments
    totaling $379,000.(4)
    
    Represents commitments for the purchase of inventory and
    property and equipment. These were not recorded as liabilities
    on our consolidated balance sheet as of March 31, 2011, as
    we had not yet received the related goods or taken title to the
    property.  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk       44




---



##### Table of Contents



45




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control  Integrated
    Framework
      46




---



##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  March 31,2011


2010(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
75,406


$
60,524Restricted cash


593



813Accounts receivable, net of allowances of $3,478 at
    March 31, 2011 and $3,466 at March 31, 2010


55,222



47,158Inventories


75,839



65,583Prepaid expenses and other current assets


8,285



5,417Deferred income taxes


10,660



10,467Total current assets


226,005



189,962Property, plant and equipment, net


52,311



47,878Intangible assets, net


7,674



15,013Goodwill


6,448



6,752Deferred income taxes


24,774



19,899Other assets


7,977



6,435Total assets

$
325,189


$
285,939LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capitalized lease obligations

$
2,860


$
2,845Current portion of loans payable


1,352



8,434Accounts payable


16,892



17,762Accrued expenses and other current liabilities


22,938



25,641Total current liabilities


44,042



54,682Other long term liabilities


8,934



6,233Capitalized lease obligations, net of current portion


5,021



1,696Long term loans, net of current portion


23,418



24,371Pension liabilities


14,545



15,822Total liabilities


95,960



102,804Commitments and contingencies (Note 18)Stockholders equity:Preferred stock, $0.01 par value:Authorized: 5,000,000 shares; none issued and outstanding






Common stock, $0.01 par value:Authorized: 80,000,000 shares; 37,352,509 issued and
    31,452,922 outstanding at March 31, 2011 and 36,796,751
    issued and 31,335,764 outstanding at March 31, 2010


374



368Additional paid-in capital


190,805



183,242Treasury stock, at cost: 5,899,587 common shares at
    March 31, 2011 and 5,460,987 common shares at
    March 31, 2010


(49,667
)


(45,662
)Retained earnings


79,954



43,307Accumulated other comprehensive income


7,763



1,880Total stockholders equity


229,229



183,135Total liabilities and stockholders equity

$
325,189


$
285,939    47




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended March 31,2011


2010


2009(In thousands, except per share data)Net revenues

$
363,273


$
243,224


$
273,552Cost of goods sold


241,175



179,791



207,594Gross profit


122,098



63,433



65,958Operating expenses:Research, development and engineering


27,527



20,112



19,931Selling, general and administrative


42,881



36,163



37,962Amortization of acquisition-related intangible assets


6,937



1,839



1,651Restructuring charges


759



1,614



Impairment charges


702







6,440Total operating expenses


78,806



59,728



65,984Operating income (loss)


43,292



3,705



(26
)Other income (expense):Interest income


285



426



1,098Interest expense


(1,513
)


(1,656
)


(1,764
)Other income (expense), net


836



(141
)


4,256Income before income tax provision


42,900



2,334



3,564Provision for income tax


(6,253
)


(3,011
)


(6,913
)Net income (loss)

$
36,647


$
(677
)

$
(3,349
)Net income (loss) per shareBasic

$
1.17


$
(0.02
)

$
(0.11
)Diluted

$
1.14


$
(0.02
)

$
(0.11
)Cash dividends per share

$



$



$
0.10Weighted average shares used in per share calculationBasic


31,235



31,005



31,087Diluted


32,008



31,005



31,087    48




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##### Table of Contents





IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
    (LOSS)
 (In
    thousands)
  Common Stock and











AccumulatedAdditional Paid-In











Other


TotalCapital











Comprehensive


StockholdersShares


Amount


Treasury Shares


Treasury Amount


Retained Earnings


Income


EquityBalances, March 31, 2008


35,404


$
170,397



4,318


$
(37,918
)

$
50,494


$
17,256


$
200,229Components of comprehensive loss, net of taxNet loss


















(3,349
)






(3,349
)Other comprehensive loss






















(15,286
)


(15,286
)Total comprehensive loss


























(18,635
)Stock-based compensation






2,816



















2,816Proceeds from sale of shares through employee equity incentive
    plans, related excess tax benefits and others


651



4,699



















4,699Purchase of treasury stock










1,103



(7,456
)










(7,456
)Payment of dividend to stockholders


















(3,161
)






(3,161
)Balances, March 31, 2009


36,055



177,912



5,421



(45,374
)


43,984



1,970



178,492Components of comprehensive loss, net of taxNet loss


















(677
)






(677
)Other comprehensive loss






















(90
)


(90
)Total comprehensive loss


























(767
)Stock-based compensation






3,160



















3,160Proceeds from sale of shares through employee equity incentive
    plans, related excess tax benefits and others


742



2,538



















2,538Purchase of treasury stock










40



(288
)










(288
)Balances, March 31, 2010


36,797



183,610



5,461



(45,662
)


43,307



1,880



183,135Components of comprehensive income, net of taxNet income


















36,647







36,647Other comprehensive income






















5,883



5,883Total comprehensive income


























42,530Stock-based compensation






3,398



















3,398Proceeds from sale of shares through employee equity incentive
    plans, related excess tax benefits and others


556



4,171



















4,171Purchase of treasury stock










439



(4,005
)










(4,005
)Balances, March 31, 2011


37,353


$
191,179



5,900


$
(49,667
)

$
79,954


$
7,763


$
229,229    49




---



##### Table of Contents








IXYS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended March 31,2011


2010


2009(In thousands)Cash flows from operating activities:Net income (loss)

$
36,647


$
(677
)

$
(3,349
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities net of assets acquired and liabilities
    assumed:Depreciation and amortization


18,059



13,386



14,547Provision for receivables allowances


8,534



4,864



5,951Write down of goodwill and other intangibles


702







6,440Net change in inventory provision


(4,395
)


2,059



17,110Stock-based compensation


3,398



3,160



2,816Foreign currency adjustments on intercompany amounts


3,442



(101
)


1,040Deferred income taxes


(5,398
)


(1,358
)


(2,259
)Tax benefit from employee equity incentive plans


(305
)


(1,219
)


(1,132
)Loss (gain) on disposal of plant and equipment


217



(364
)


(54
)Loss (gain) on investments


(358
)


249



227Changes in operating assets and liabilities, net of business
    acquired:Accounts receivable


(15,279
)


(12,182
)


2,346Inventories


(3,403
)


12,305



(16,996
)Prepaid expenses and other current assets


488



2,849



(1,769
)Other assets


(889
)


236



45Accounts payable


(1,407
)


2,814



(4,969
)Accrued expenses and other liabilities


(5,608
)


3,201



2,059Pension liabilities


(578
)


(56
)


(473
)Net cash provided by operating activities


33,867



29,166



21,580Cash flows from investing activities:Change in restricted cash


220



(413
)


484Purchase of businesses, net of cash and cash equivalents acquired






(30,631
)


(420
)Purchases of investments


(561
)


(618
)


(1,067
)Purchases of plant and equipment


(8,855
)


(5,142
)


(8,775
)Proceeds from sale of investments


255



506



3,570Proceeds from sale of fixed assets






42



334Net cash used in investing activities


(8,941
)


(36,256
)


(5,874
)Cash flows from financing activities:Principal payments on capital lease obligations


(3,120
)


(3,961
)


(4,657
)Repayments of loans


(8,058
)


(1,272
)


(1,897
)Proceeds from loans






15,000



Repayments of notes


(389
)


(242
)


(278
)Tax benefit from employee equity incentive plans


305



1,219



1,132Payment of dividend to stockholders










(3,161
)Purchases of treasury stock


(4,005
)


(288
)


(7,456
)Proceeds from employee equity plans


3,866



1,319



3,567Net cash provided by (used in) financing activities


(11,401
)


11,775



(12,750
)Effect of exchange rate fluctuations on cash and cash equivalents


1,357



398



(4,129
)Net increase (decrease) in cash and cash equivalents


14,882



5,083



(1,173
)Cash and cash equivalents at beginning of the year


60,524



55,441



56,614Cash and cash equivalents at end of the year

$
75,406


$
60,524


$
55,441Supplemental disclosure of cash flow informationCash paid during the period for interest

$
1,045


$
1,629


$
1,714Cash paid during the period for income taxes

$
14,238


$
1,760


$
4,120Supplemental disclosure of noncash investing and financing
    activitiesFixed assets acquired under capital leases and loans

$
4,780


$



$
2,543    50




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of Business        2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Foreign
    Currency Translation
    Use of
    Estimates
   51




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
        Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 52




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance March 31, 2008

$
345Additions


2,407Deductions


(2,338
)Balance March 31, 2009


414Additions


3,419Deductions


(2,414
)Balance March 31, 2010


1,419Additions


5,467Deductions


(5,486
)Balance March 31, 2011

$
1,400     Trade accounts receivable and allowance for doubtful
    accounts.
 53




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
    Inventories
  first-in-first-out
     54




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at March 31, 2008

$
19,250Sale of excess inventory


(515
)Scrap of excess inventory


(2,021
)Balance of excess inventory


16,714Additional provision for excess inventory


17,983Balance at March 31, 2009


34,697Sale of excess inventory


(5,846
)Scrap of excess inventory


(1,867
)Balance of excess inventory


26,984Additional provision for excess inventory


8,590Balance at March 31, 2010


35,574Sale of excess inventory


(9,618
)Scrap of excess inventory


(2,230
)Balance of excess inventory


23,726Additional provision for excess inventory


5,710Balance at March 31, 2011

$
29,436           Property,
    Plant and Equipment
   55




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Treasury
    Stock
    Other
    Assets
  available-for-sale available-for-sale
   56




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Goodwill
    and Intangible Assets
          Derivative
    financial instruments
      Defined
    Benefit Plans
   57




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value of Financial Instruments
      Advertising
    Research
    and Development
    Income
    Taxes
  Form 10-K
  Other
    Income and Expense
   58




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Indemnification
    Legal
    Contingencies
    Net
    Income (Loss) per Share
    Accumulated
    Other Comprehensive Income
  available-for-sale
  Concentration
    and Business Risks
  Dependence
    on Third Parties for Wafer Fabrication and Assembly
    Dependence
    on Suppliers
   59




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employees
    Covered by Collective Bargaining Arrangements
    Concentration
    of Credit Risk
            Stock-Based
    Compensation Plans
   60




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting
    Changes and Recent Accounting Pronouncements
          3.
    Business
    Combinations  Zilog,
    Inc.
  system-on-chip
   61




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recognized
    amounts of identifiable assets acquired and liabilities assumed
    (in thousands):
  Purchase PriceAllocationCash, restricted cash and cash equivalents

$
35,237Trade receivables


2,088Inventories


3,406Property, plant and equipment


1,373Deferred tax assets


7,215Other assets


4,011Identifiable intangible assets


14,000Trade payables


(1,869
)Accruals and other liabilities


(9,419
)Total identifiable net assets


56,042Goodwill


6,448Total purchase price

$
62,490          62




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    Pro Forma Financial Information (unaudited):
    Year EndedMarch 31, 2010Pro forma net revenues

$
271,828Pro forma net loss

$
(7,049
)Pro forma net loss per share (basic)

$
(0.23
)Pro forma net loss per share (diluted)

$
(0.23
)   Leadis
    Technology, Inc.
        Purchase PriceAllocationInventory

$
937Intangible assets


2,810Goodwill


304Total purchase price

$
4,051        63




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reaction
    Technology Incorporated
    Cash consideration

$
1,031Note issued


2,000Total acquisition consideration


3,031Transaction costs


192Total purchase price

$
3,223       Purchase PriceAllocationCash

$
804Other current assets


734Plant and equipment


1,379Current liabilities


(443
)Note payable to bank


(853
)Deferred tax liability


(813
)Intangibles


1,620Goodwill


795Total purchase price

$
3,223        64




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Fair
    Value    Level 1 
    Quoted prices for identical instruments in active markets.Level 2 
    Quoted prices for similar instruments in active markets; quoted
    prices for identical or similar instruments in markets that are
    not active; and model-derived valuations in which all
    significant inputs or significant value-drivers are observable
    in active markets.Level 3 
    Model-derived valuations in which one or more significant inputs
    or significant value-drivers are unobservable.    March 31, 2011(1)


March 31, 2010(1)Fair Value Measured at





Fair Value Measured atReporting Date Using





Reporting Date UsingTotal


Level 1


Level 2


Total


Level 1


Level 2DescriptionMarketable equity securities(2)

$
459


$
459


$



$
198


$
198


$
Auction rate preferred securities(2)


375







375



375







375Derivative contract(3)(4)


179







179



(109
)






(109
)Total

$
1,013


$
459


$
554


$
464


$
198


$
266     (1)
    
    We did not have any recurring assets whose fair value was
    measured using significant unobservable inputs.(2)
    
    Included in Other assets on our consolidated balance
    sheets.(3)
    
    The derivative contract as of March 31, 2011 was included
    in Prepaid expenses and other current assets on our
    consolidated balance sheets.(4)
    
    The derivative contract as of March 31, 2010 was included
    in Accrued expenses and other current liabilities on
    our consolidated balance sheets.    over-the-counter
 65




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Other
    Assets    March 31,2011


2010Available-for-sale
    investment securities

$
834


$
573Long term equity investment


4,860



4,446Advance to vendors and other items


2,283



1,416Total

$
7,977


$
6,435   Available-for-sale
  Available-for-sale
  Fiscal Year 2011

Fiscal Year 2010Gross

Gross





Gross

GrossUnrealized

Unrealized

Fair



Unrealized

Unrealized

FairCost

Gains

(Losses)

Value

Cost

Gains

(Losses)

ValueMarketable Equity
    Securities

$
854


$
7


$
(27
)

$
834


$
530


$
46


$
(3
)

$
573   available-for-sale
  Less Than 12 Months


12 Months or Greater


TotalGross





Gross





GrossUnrealized


Fair


Unrealized


Fair


Unrealized


FairPeriod

Losses


Value


Losses


Value


Losses


ValueMarch 31, 2011

$
19


$
156


$
8


$
23


$
27


$
179March 31, 2010

$
1


$
63


$
2


$
4


$
3


$
67  66




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale other-than-temporary
  available-for-sale
    6.
    Balance
    Sheet Details  Allowances
    Movement (in thousands)
  Balance at











Balance atBeginning








Translation


End ofof Year


Additions


Deductions


Adjustments


YearAllowances for accounts receivable and for doubtful accountsYear ended March 31, 2011

$
3,466


$
8,534


$
(8,562
)

$
40


$
3,478Year ended March 31, 2010

$
1,899


$
5,967
(1)

$
(4,430
)

$
30


$
3,466Year ended March 31, 2009

$
1,712


$
5,951


$
(5,656
)

$
(108
)

$
1,899     (1)
    
    Includes $1.2 million additions from the Zilog acquisition.  Inventories
    March 31,2011


2010Raw materials

$
19,724


$
12,216Work in process


38,148



35,339Finished goods


17,967



18,028Total

$
75,839


$
65,583  67




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    March 31,2011


2010Property and plant (useful life of 24 years to
    50 years)

$
33,107


$
32,328Equipment owned (useful life of 1 to 14 years)


89,836



78,981Equipment capital leases (useful life of 4 years)


38,498



32,296Leasehold improvements (useful life of up to 8 years)


936



1,292162,377



144,897Accumulated depreciation  plant, equipment owned, and
    leasehold improvements


(77,995
)


(68,737
)Accumulated amortization  equipment capital leases


(32,071
)


(28,282
)$
52,311


$
47,878     Accrued
    Expenses and Other Liabilities
    March 31,2011


2010Uninvoiced goods and services

$
12,142


$
11,029Compensation and benefits


7,059



6,876Income taxes






3,406Restructuring accrual


485



1,205Commission, royalties and other


3,252



3,125Total

$
22,938


$
25,641   7.
    Goodwill
    and Intangible Assets  Goodwill
     68




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        March 31,2011


2010Goodwill

$
6,752


$
6,440Accumulated impairment losses






(6,440
)Net goodwill at beginning of period


6,752



Goodwill acquired in acquisitions






6,752Impairment losses


(304
)


Net goodwill at end of period

$
6,448


$
6,752   Identifiable
    Intangible Assets
    Gross





NetIntangible


Accumulated


IntangibleAssets


Amortization


AssetsDeveloped intellectual property

$
4,800


$
858


$
3,942Customer relationships


6,100



3,316



2,784Contract backlog


2,000



2,000



Other intangible assets


1,187



239



948Total identifiable intangible assets

$
14,087


$
6,413


$
7,674     Gross





NetIntangible


Accumulated


IntangibleAssets


Amortization


AssetsDeveloped intellectual property

$
6,000


$
366


$
5,634Customer relationships


6,310



644



5,666Contract backlog


3,170



753



2,417Other intangible assets


1,414



118



1,296Total identifiable intangible assets

$
16,894


$
1,881


$
15,013  69




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Acquisition Date


Amortization


EstimatedFair Value


Method


Useful Life(In thousands)





(In months)LeadisDeveloped intellectual property

$
1,200



Straight-line



24Customer relationships


210



Straight-line



24Contract backlog


1,170



Straight-line



12Non-compete agreement


20



Straight-line



24Trade name


210



Straight-line



24Total for Leadis

$
2,810ZilogDeveloped intellectual property

$
4,800



Straight-line



72Customer relationships


6,100



Accelerated



37Contract backlog


2,000



Straight-line



12Trade name


1,100



Straight-line



72Total for Zilog

$
14,000Total acquired intangible assets

$
16,810     8.
    Borrowing
    Arrangements  Bank
    of the West
       70




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    IKB
    Deutsche Industriebank
        LaSalle
    Bank National Association
    Note
    payable issued in acquisition
   71




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Aggregate
    Debt Maturities
    Fiscal Year Payable

Amount2012

$
1,3522013


10,8502014


6,6942015


9402016


940Thereafter


3,994Total


24,770Less: Current portion


1,352Long term portion

$
23,418   9.
    Pension
    Plans  and/or
    Net
    Period Pension Cost
    Year Ended March 31,2011


2010


2009Service cost

$
71


$



$
Interest cost on projected benefit obligation


2,065



1,924



2,174Expected return on plan assets


(1,546
)


(1,003
)


(1,616
)Transition obligation


2







Recognized actuarial loss (gain)


178



120



84Net periodic pension expense

$
770


$
1,041


$
642  72




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Amount Recognized (in thousands):
  Year Ended March 31,2011


2010Change in projected benefit obligationProjected benefit obligation at the beginning of the year

$
36,254


$
26,593Service cost


71



Interest cost


2,065



1,924Actuarial (gain) loss


(1,577
)


7,013Benefits paid


(1,181
)


(1,273
)Business combination






1,202Foreign currency adjustment


1,898



795Projected benefit obligation at year end

$
37,530


$
36,254Change in plan assetsFair value of plan assets at the beginning of the year

$
20,432


$
13,418Actual return (loss) on plan assets


1,457



5,306Employer contribution


685



702Benefits paid from assets


(752
)


(825
)Business combination






1,330Foreign currency adjustment


1,493



501Plan assets at fair value at year end

$
23,315


$
20,432Unfunded status of the plan at year end

$
(14,215
)

$
(15,822
)Pension liability recognized on the balance sheet due after one
    year

$
(14,545
)

$
(15,822
)Plans with projected benefit obligation and accumulated benefit
    obligation in excess of plan assets:Projected benefit obligation at year end


36,066



36,254Accumulated benefit obligation at year end


36,058



35,825Plan assets at fair value at year end


21,521



20,432Plans with accumulated benefit obligation less than plan assets:Projected benefit obligation at year end


1,464



Accumulated benefit obligation at year end


812



Plan assets at fair value at year end


1,794



Amounts recognized in accumulated other comprehensive income
    (loss)Unrecognized actuarial loss (gross of taxes, $1,108 for 2011 and
    $1,685 for 2010)

$
4,053


$
5,719Amount recognized as component of stockholders
    equity  pretax

$
4,053


$
5,719Accumulated benefit obligation at year end

$
36,870


$
35,825     Other assets

$
330


$
Pension liabilities

$
14,545


$
15,822  73




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year End March 31,2011

2010Discount rate


5.3-8.8
%


5.4-8.84
%Expected long term rate of return on assets


6.0-7.3
%


6.0-7.4
%Salary scale


1.5-6.0
%


1.5-6.0
%            74




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31, 2011


Year Ended March 31, 2010(000)


%


(000)


%Equity securities

$
17,816



76.4
%

$
15,865



78.0
%Debt securities


5,156



22.1
%


4,374



21.0
%Other


343



1.5
%


193



1.0
%Total

$
23,315



100
%

$
20,432



100.0
%         BenefitFiscal Year Ended:

PaymentMarch 31, 2012

$
1,308March 31, 2013


1,398March 31, 2014


1,481March 31, 2015


1,879March 31, 2016


1,632Five fiscal years ended March 31, 2021


10,171Total benefit payments for the ten fiscal years ended
    March 31, 2021

$
17,869   10.
    Employee
    Equity Incentive Plans  Stock
    Purchase and Stock Option Plans
  The 2009
    Equity Incentive Plan
  Stock
    Options
     75




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Stock
    Stock
    Appreciation Rights
    Performance
    Units
    The 1999
    Equity Incentive Plan and the 1999 Non-Employee Directors
    Equity Incentive Plan
  Stock
    Options
    Restricted
    Stock Units
    Zilog
    2004 Omnibus Stock Incentive Plan
     76




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Zilog
    2002 Omnibus Stock Incentive Plan
    and/or
  Employee
    Stock Purchase Plan
    Fair
    Value of Stock Compensation
       77




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,Income Statement Classifications

2011


2010


2009Selling, general and administrative expenses

$
3,398


$
3,160


$
2,816Stock-based compensation effect on income before taxes


3,398



3,160



2,816Benefit from income taxes


1,236



1,151



971Net stock-based compensation effects on net income (loss)

$
2,162


$
2,009


$
1,845       Stock Options

Purchase PlanYear Ended March 31,

Year Ended March 31,2011

2010

2009

2011

2010

2009Weighted average estimated per share fair value of grant

$
4.79


$
3.49


$
3.39


$
2.85


$
4.19


$
4.21Risk-free interest rate


2.0
%


2.3
%


2.4
%


0.3
%


0.4
%


2.6
%Expected term in years


5.83



5.00



4.60



0.50



0.50



0.50Volatility


56.1
%


57.0
%


50.5
%


49.3
%


80.1
%


77.8
%Dividend yield


0
%


0
%


0
%


0
%


0
%


0
%        78




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Weighted AverageShares Available


Number of


Intrinsic


Exercise Pricefor Grant


Shares(1)


Value(2)(3)


per Share(4)(000)Stock OptionsBalances, March 31, 2008


5,546,939



4,828,817


$
4,779


$
8.46New shares authorized


1,000,000



Options granted


(1,920,500
)


1,920,500






$
7.84Options exercised






(548,294
)

$
3,270


$
5.11Options cancelled






Options expired


137,454



(137,454
)





$
14.81Balances, March 31, 2009


4,763,893



6,063,569


$
7,834


$
8.42Plan authorization expired(5)


(4,763,893
)


New shares authorized(5)


900,000



Assumed plans(6)


1,019,552



Options granted


(100,000
)


100,000






$
6.88Options exercised






(881,150
)

$
4,106


$
2.89Options cancelled






(56,750
)





$
7.00Options expired






(37,396
)





$
12.40Balances, March 31, 2010


1,819,552



5,188,273


$
4,570


$
9.32Options granted


(700,000
)


700,000






$
9.05Options exercised






(439,902
)

$
1,926


$
7.33Options cancelled






(30,750
)





$
7.57Options expired






(217,853
)





$
19.55Balances, March 31, 2011


1,119,552



5,199,768


$
23,505


$
9.03Restricted Stock UnitsBalances, March 31, 2008


(151,766
)


97,350






$
9.58Granted






Vested






(32,450
)

$
285


$
9.58Forfeited






Balances, March 31, 2009


(151,766
)


64,900






$
9.58Granted






Vested






(32,450
)

$
251


$
9.58Forfeited






(250
)





$
9.73Balances, March 31, 2010


(151,766
)


32,200






$
9.58Granted






Vested






(32,200
)

$
292


$
9.58Forfeited






Balances, March 31, 2011


(151,766
)


Balances, March 31, 2011


967,786



5,199,768  79




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    The number of stock option exercised and restricted stock units
    vested includes shares that were withheld on behalf of employees
    to satisfy the statutory tax withholding requirements.(2)
    
    For RSUs, represents value of our stock on the date the
    restricted stock unit vests.(3)
    
    Except for options exercised, these amounts represent the
    difference between the exercise price and $13.43 per share, the
    closing price of our stock on March 31, 2011 as reported on
    the NASDAQ Global Select Market, for all
    in-the-money,
    outstanding and exercisable options.(4)
    
    For restricted stock units, represents the weighted average fair
    value per share on the date of grant.(5)
    
    The 1999 Plans expired in May 2009. On September 10, 2009,
    our stockholders approved the 2009 Plan, under which
    900,000 shares of our common stock are reserved for the
    grant of stock options.(6)
    
    Represents IXYS shares available for grant under the Zilog 2002
    Omnibus Stock Incentive Plan and the Zilog 2004 Omnibus Stock
    Incentive Plan assumed upon the acquisition of Zilog.    Options Outstanding


Options ExercisableNumber of





Weighted


Number of


WeightedExercise Price

Shares


Weighted Average


Average Exercise


Shares


Average Exerciseper Share

Outstanding


Contractual Life


Price per Share


Exercisable


Price per Share$ 2.50 - $5.00


89,076



1.3


$
4.64



89,076


$
4.64$ 5.01 - $7.75


1,809,722



6.1


$
6.71



1,126,472


$
6.79$ 7.76 - $10.00


1,739,720



6.1


$
8.80



1,021,966


$
8.75$10.01 - $12.50


894,950



5.9


$
10.77



721,450


$
10.70$12.51 - $99.99


666,300



4.8


$
14.20



581,300


$
14.425,199,768



5.8


$
9.03



3,540,264


$
9.35     11.
    Other
    Comprehensive Income (Loss) and Accumulated Other Comprehensive
    Income    Year Ended March 31,2011


2010


2009Unrealized gain (loss) on
    available-for-sale
    investment securities, net of taxes of $(22) in 2011, $17 in
    2010 and $(186) in 2009


(40
)


31



(362
)Changes in accumulated net actuarial income (loss), net of
    taxes, $577 in 2011, $(743) in 2010 and $725 in 2009


1,089



(1,612
)


678Foreign currency translation adjustments


4,834



1,491



(15,602
)Total other comprehensive income (loss)

$
5,883


$
(90
)

$
(15,286
)  80




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2011


2010Accumulated net unrealized gain (loss) on
    available-for-sale
    investment securities, net of taxes of $(7) in 2011 and $15 in
    2010

$
(13
)

$
27Accumulated net actuarial gain, net of tax of $(1,108) in 2011
    and $(1,685) in 2010


(2,945
)


(4,034
)Accumulated foreign currency translation adjustments


10,721



5,887Total accumulated other comprehensive income

$
7,763


$
1,880   12.
    Computation
    of Net Income (Loss) per Share    Year Ended March 31,2011


2010


2009Basic:Weighted average shares


31,235



31,005



31,087Net income (loss)

$
36,647


$
(677
)

$
(3,349
)Net income (loss) per share

$
1.17


$
(0.02
)

$
(0.11
)Diluted:Weighted average shares


32,008



31,005



31,087Weighted average shares used in diluted per share calculation


32,008



31,005



31,087Net income (loss)

$
36,647


$
(677
)

$
(3,349
)Net income (loss) per share

$
1.14


$
(0.02
)

$
(0.11
)     13.
    Related
    Party Transactions   81




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          14.
    Employee
    Savings and Retirement Plan      15.
    Segment
    and Geographic Information   82




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2011


2010


2009United States

$
102,190


$
72,362


$
78,305Europe and the Middle EastFrance


7,071



4,570



7,552Germany


42,385



27,419



40,703Italy


6,054



4,397



8,071United Kingdom


28,729



14,954



17,379Other


42,595



29,644



38,001Asia PacificChina


68,794



48,991



34,103Japan


11,737



9,100



8,685Korea


9,464



7,364



7,182Singapore


10,481



2,929



3,443Taiwan


9,372



3,922



2,990Other


10,149



7,086



9,618Rest of the WorldIndia


8,319



6,103



11,423Other


5,933



4,383



6,097Total

$
363,273


$
243,224


$
273,552     Year Ended March 31,2011


2010


2009Power semiconductors

$
252,892


$
175,699


$
216,836Integrated circuits


83,225



48,372



32,236Systems and RF power semiconductors


27,156



19,153



24,480Total

$
363,273


$
243,224


$
273,552    83




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2011


2010


2009Net revenues:Foreign

$
163,277


$
118,954


$
138,492Domestic


199,996



124,270



135,060$
363,273


$
243,224


$
273,552Net income (loss)Foreign

$
16,829


$
(3,825
)

$
4,392Domestic


19,818



3,148



(7,741
)$
36,647


$
(677
)

$
(3,349
)   Year Ended March 31,2011


2010Property, plant and equipment, net:United States

$
30,096


$
30,054Germany


20,454



15,667United Kingdom


1,757



2,152Switzerland


4



5Total property, plant and equipment

$
52,311


$
47,878   16.
    Restructuring
    Charges      LeaseSeverance and


CommitmentRelated Benefits


Accrual


TotalCharges

$
1,614


$



$
1,614Cash payments


(349
)






(349
)Currency translation adjustment


(60
)






(60
)Balance at March 31, 2010

$
1,205


$



$
1,205Charges(1)


100



442



542Cash payments


(1,198
)


(63
)


(1,261
)Currency translation adjustment


(1
)






(1
)Balance at March 31, 2011

$
106


$
379


$
485     (1)
    
    Excludes $217,000 related to impairment of assets due to the
    consolidation of facilities 84




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     17.
    Income
    Taxes    Year Ended March 31,2011


2010


2009Domestic

$
23,546


$
4,418


$
(2,075
)International


19,354



(2,084
)


5,639$
42,900


$
2,334


$
3,564     Year Ended March 31,2011


2010


2009Current:Federal

$
8,125


$
2,415


$
4,983State


836



124



441Foreign


2,690



1,830



3,74811,651



4,369



9,172Deferred:Federal


(7,253
)


(1,290
)


1,168State


(1,054
)


946



(480
)Foreign


2,909



(1,014
)


(2,947
)(5,398
)


(1,358
)


(2,259
)Total income tax provision

$
6,253


$
3,011


$
6,913     Year Ended March 31,2011


2010


2009(%)


(%)


(%)Statutory federal income tax rate


35



35



35State taxes, net of federal tax benefit


(1
)


30



(3
)Expense (benefit) of lower tax jurisdictions


(8
)


94



(1
)Goodwill










63Credits and other taxes


(1
)






(14
)Valuation allowance


(19
)


(82
)


114Permanent items


3







Tax reserves


5



22



Share-based compensation


1



3



Capitalized expenses






19



Foreign income






8



Effective tax provision rate


15



129



194  85




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2011


2010Deferred tax assets:Reserves and allowances

$
7,607


$
5,855Other liabilities and accruals


3,053



4,612Total short term deferred tax assets


10,660



10,467Other liabilities and accruals long term


1,144



2,553Depreciable assets


1,996



1,659Net operating loss carryforward


21,039



24,100Share-based compensation


2,984



2,978Credits carryforward


2,489



1,511Total long term deferred tax assets


29,652



32,801Total deferred tax assets


40,312



43,268Less: Valuation allowance


(4,878
)


(12,902
)Net deferred tax asset

$
35,434


$
30,366        86




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance as of March 31, 2008

$
4,570Lapse of statute of limitations


(730
)Increases in balances related to tax positions taken during
    prior periods


314Increases in balances related to tax positions taken during
    current period


1,141Balance as of March 31, 2009


5,295Lapse of statute of limitations


(1,143
)Increases in balances related to tax positions taken during
    prior periods


254Increases in balances related to tax positions taken during
    current period


1,827Balance as of March 31, 2010


6,233Lapse of statute of limitations


(1,492
)Increases in balances related to tax positions taken during
    prior periods


362Increases in balances related to tax positions taken during
    current period


3,682Balance as of March 31, 2011

$
8,785      87




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Commitments
    and Contingencies  Commitments
      Capital


Operating


Other PurchaseFiscal Year Ended March 31,

Leases


Leases


Obligations


Total2012

$
3,060


$
2,526


$
11,195


$
16,7812013


2,136



1,211



17,279



20,6262014


1,678



746



1,068



3,4922015


1,386



716



18



2,1202016






575







575Thereafter






3,450







3,450Total minimum payments


8,260


$
9,224


$
29,560


$
47,044Less: interest


3797,881Less: current portion


2,860$
5,021         Legal
    Proceedings
     88




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other
    Commitments and Contingencies
   89




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Selected
    Quarterly Financial Data (unaudited, in thousands, except per
    share amounts)
  Fiscal
    Year Ended March 31, 2011
  Three Months EndedMarch 31,

December 31,

September 30,

June 30,2011

2010

2010

2010Net revenues

$
96,761


$
91,727


$
89,910


$
84,875Gross profit


31,717



29,080



31,808



29,493Operating income


10,717



9,656



12,830



10,089Net income(1)

$
15,934


$
7,306


$
6,881


$
6,526Net income per share  basic(2)

$
0.51


$
0.23


$
0.22


$
0.21Net income per share  diluted(2)

$
0.49


$
0.23


$
0.22


$
0.21Weighted average shares used in per share calculationBasic


31,312



31,096



31,149



31,332Diluted


32,417



32,071



31,623



31,701   Fiscal
    Year Ended March 31, 2010
  Three Months EndedMarch 31,

December 31,

September 30,

June 30,2010

2009

2009

2009Net revenues

$
76,561


$
64,032


$
53,746


$
48,885Gross profit


24,770



15,711



12,608



10,344Operating income (loss)


5,469



1,718



(909
)


(2,573
)Net income (loss)

$
4,022


$
399


$
(1,230
)

$
(3,868
)Net income (loss) per share  basic(2)

$
0.13


$
0.01


$
(0.04
)

$
(0.13
)Net income (loss) per share  diluted(2)

$
0.13


$
0.01


$
(0.04
)

$
(0.13
)Weighted average shares used in per share calculationBasic


31,320



31,100



30,901



30,679Diluted


31,409



31,269



30,901



30,679     (1)
    
    During the fourth quarter of fiscal 2011, we reduced our
    valuation allowances relating to domestic net operating losses
    to reflect our assessment that they were likely to be realized,
    partially offset by an increase in valuation allowance in
    respect of certain foreign tax jurisdictions. The net amount of
    these adjustments was $8.0 million.(2)
    
    The sum of the quarterly net income (loss) per share are not
    equal to the annual net income (loss) per share due to the use
    of quarterly weighted average shares used to determine the
    quarterly net income (loss) per share as compared to the annual
    weighted average shares used to determine the annual net income
    (loss) per share. 90




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f). Internal
    Control-Integrated Framework,
  Form 10-K,
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Inherent
    Limitations on Effectiveness of Controls
   91




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                  BDO
    USA, LLP
    92




---



##### Table of Contents



Item 9B.
    Other
    Information     PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Executive
    Officers
  Form 10-K
  Code of
    Ethics
    Form 8-K Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   93




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Report of Independent Registered Public Accounting FirmConsolidated Balance Sheets as of March 31, 2011 and 2010Consolidated Statements of Operations for the years ended
    March 31, 2011, 2010 and 2009Consolidated Statements of Stockholders Equity and
    Comprehensive Income (Loss) for the years ended March 31,
    2011, 2010 and 2009Consolidated Statements of Cash Flows for the years ended
    March 31, 2011, 2010 and 2009Notes to Consolidated Financial Statements       Exhibit

Title3
.1

Amended and Restated Certificate of Incorporation of IXYS
    Corporation, as filed with the Secretary of State for the State
    of Delaware on March 23, 2001 (filed on June 28, 2001
    as Exhibit 3.1 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).3
.2

Amended and Restated Bylaws of IXYS Corporation (filed on
    February 7, 2008 as Exhibit 3.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1

Loan Agreement dated June 2, 2005 by and between IXYS
    Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
    August 12, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Collateral Agreement dated July 14, 2005 by and among IXYS
    Corporation, IXYS Semiconductor GmbH and IKB Deutsche
    Industriebank AG (filed on August 12, 2005 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.3*

Form of Indemnity Agreement for directors and officers (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.4*

List of signatories to Indemnity Agreement (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.5*

IXYS Corporation 1999 Equity Incentive Plan (filed on
    May 18, 2006 as Exhibit 10.1 to the Current Report on
    Form 8-K
    (No. 000-26124)
    and incorporated herein by reference).10
.6*

IXYS Corporation Amended and Restated 1999 Employee Stock
    Purchase Plan (filed on November 3, 2010 as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.7*

IXYS Corporation 1999 Non-Employee Directors Equity
    Incentive Plan (filed on July 8, 1999 as Exhibit 10.12
    to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan (filed on November 9, 2004 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.9*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan (filed on
    November 9, 2004 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.10*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan (filed on
    November 9, 2004 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.11*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan with net exercise provision (filed on
    June 22, 2006 as Exhibit 10.23 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference). 94




---



##### Table of Contents



Exhibit

Title10
.12*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan for non-employee directors, (filed on
    June 22, 2006 as Exhibit 10.24 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.13*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan with net
    exercise provision, (filed on June 22, 2006 as
    Exhibit 10.25 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.14*

Fourth Amended Executive Employment Agreement by and between
    IXYS Corporation and Nathan Zommer, effective as of
    August 1, 2009 (filed on August 10, 2009 as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.15*

First Amendment Executive Employment Agreement by and between
    IXYS Corporation and Uzi Sasson, effective as of August 1,
    2009 (filed on August 10, 2009 as Exhibit 10.2 to the
    Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.16

Credit Agreement dated as of November 13, 2009 by and
    between Bank of the West and IXYS Corporation (filed on
    February 5, 2010 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.17

First Amendment to Credit Agreement dated as of
    February 17, 2010 by and between Bank of the West and IXYS
    Corporation.10
.18

Second Amendment to Credit Agreement dated as of
    December 29, 2010 by and between Bank of the West and IXYS
    Corporation (filed on February 4, 2011 as Exhibit 10.1
    to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated here by reference).10
.19*

IXYS Corporation 2009 Equity Incentive Plan (filed on
    August 10, 2009 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.20*

Notice of Stock Option Grant and Agreement for the IXYS
    Corporation 2009 Equity Incentive Plan (filed on August 10,
    2009 as Exhibit 10.4 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.21*

Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on
    June 11, 2010 as Exhibit 10.25 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.22*

Form of Nonqualified Stock Option Agreement for Stock Options
    pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
    (filed on June 11, 2010 as Exhibit 10.26 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.23*

Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on
    June 11, 2010 as Exhibit 10.27 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.24*

Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
    2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010
    as Exhibit 10.28 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).21
.1

List of Subsidiaries.23
.1

Consent of BDO USA, LLP.24
.1

Power of Attorney (included on the signature page).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.2

Certification of Chief Financial Officer pursuant to the
    Rule 13a-14(a)
    of the Securities and Exchange Commission.32
.1

Certification required by
    Rule 13a-14(b)
    of the Securities and Exchange Commission and Section 1350
    of Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).     *
    
    Management contract or compensatory plan or arrangement.     95




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Nathan
    Zommer   Chairman of the Board and
 Chief Executive Officer
 (Principal Executive Officer)
    POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Nathan
    ZommerNathan
    Zommer

Chairman of the Board (Director) and
    Chief Executive Officer
    (Principal Executive Officer)

June 8, 2011/s/  Uzi
    SassonUzi
    Sasson

President and Chief Financial Officer (Principal Financial
    Officer and
    Principal Accounting Officer)

June 8, 2011/s/  Donald
    L. FeuchtDonald
    L. Feucht

Director

June 8, 2011/s/  Samuel
    KorySamuel
    Kory

Director

June 8, 2011/s/  S.
    Joon LeeS.
    Joon Lee

Director

June 8, 2011/s/  Timothy
    A. RichardsonTimothy
    A. Richardson

Director

June 8, 2011/s/  James
    M. ThorburnJames
    M. Thorburn

Director

June 8, 2011Kenneth
    D. Wong

Director

June 8, 2011  96




---



##### Table of Contents



Exhibit Index
  Exhibit

Title3
.1

Amended and Restated Certificate of Incorporation of IXYS
    Corporation, as filed with the Secretary of State for the State
    of Delaware on March 23, 2001 (filed on June 28, 2001
    as Exhibit 3.1 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).3
.2

Amended and Restated Bylaws of IXYS Corporation (filed on
    February 7, 2008 as Exhibit 3.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.1

Loan Agreement dated June 2, 2005 by and between IXYS
    Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on
    August 12, 2005 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.2

Collateral Agreement dated July 14, 2005 by and among IXYS
    Corporation, IXYS Semiconductor GmbH and IKB Deutsche
    Industriebank AG (filed on August 12, 2005 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.3*

Form of Indemnity Agreement for directors and officers (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.4*

List of signatories to Indemnity Agreement (filed on
    June 12, 2008 as Exhibit 10.3 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.5*

IXYS Corporation 1999 Equity Incentive Plan (filed on
    May 18, 2006 as Exhibit 10.1 to the Current Report on
    Form 8-K
    (No. 000-26124)
    and incorporated herein by reference).10
.6*

IXYS Corporation Amended and Restated 1999 Employee Stock
    Purchase Plan (filed on November 11, 2007 as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.7*

IXYS Corporation 1999 Non-Employee Directors Equity
    Incentive Plan (filed on July 8, 1999 as Exhibit 10.12
    to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.8*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan (filed on November 9, 2004 as
    Exhibit 10.3 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.9*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan (filed on
    November 9, 2004 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.10*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan (filed on
    November 9, 2004 as Exhibit 10.2 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.11*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan with net exercise provision (filed on
    June 22, 2006 as Exhibit 10.23 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.12*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Equity Incentive Plan for non-employee directors, (filed on
    June 22, 2006 as Exhibit 10.24 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.13*

Form of Stock Option Agreement for the IXYS Corporation 1999
    Non-Employee Directors Equity Incentive Plan with net
    exercise provision, (filed on June 22, 2006 as
    Exhibit 10.25 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.14*

Fourth Amended Executive Employment Agreement by and between
    IXYS Corporation and Nathan Zommer, effective as of
    August 1, 2009 (filed on August 10, 2009 as
    Exhibit 10.1 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.15*

First Amendment Executive Employment Agreement by and between
    IXYS Corporation and Uzi Sasson, effective as of August 1,
    2009 (filed on August 10, 2009 as Exhibit 10.2 to the
    Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.16

Credit Agreement dated as of November 13, 2009 by and
    between Bank of the West and IXYS Corporation (filed on
    February 5, 2010 as Exhibit 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.17

First Amendment to Credit Agreement dated as of
    February 17, 2010 by and between Bank of the West and IXYS
    Corporation.




---



##### Table of Contents



Exhibit

Title10
.18

Second Amendment to Credit Agreement dated as of
    December 29, 2010 by and between Bank of the West and IXYS
    Corporation (filed on February 4, 2011 as Exhibit 10.1
    to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated here by reference).10
.19*

IXYS Corporation 2009 Equity Incentive Plan (filed on
    August 10, 2009 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.20*

Notice of Stock Option Grant and Agreement for the IXYS
    Corporation 2009 Equity Incentive Plan (filed on August 10,
    2009 as Exhibit 10.4 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.21*

Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on
    June 11, 2010 as Exhibit 10.25 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.22*

Form of Nonqualified Stock Option Agreement for Stock Options
    pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.
    (filed on June 11, 2010 as Exhibit 10.26 to the Annual
    Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.23*

Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on
    June 11, 2010 as Exhibit 10.27 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).10
.24*

Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
    2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010
    as Exhibit 10.28 to the Annual Report on
    Form 10-K
    (No. 000-26124)
    and incorporated herein by reference).21
.1

List of Subsidiaries.23
.1

Consent of BDO USA, LLP.24
.1

Power of Attorney (included on the signature page).31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities and Exchange Commission.31
.2

Certification of Chief Financial Officer pursuant to the
    Rule 13a-14(a)
    of the Securities and Exchange Commission.32
.1

Certification required by
    Rule 13a-14(b)
    of the Securities and Exchange Commission and Section 1350
    of Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).     *
    
    Management contract or compensatory plan or arrangement.