##### 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,
    2010oro

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.  Yes o þ
  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.




---



##### 





IXYS
    CORPORATION
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED MARCH 31, 2010
    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


47Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A.


Controls and Procedures


94Item 9B.


Other Information


97PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


97Item 11.


Executive Compensation


97Item 12.


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


97Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


97Item 14.


Principal Accounting Fees and Services


97PART IVItem 15.


Exhibits and Financial Statement Schedules


98EX-10.25EX-10.26EX-10.27EX-10.28EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   2




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##### Table of Contents



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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##### Table of Contents



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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##### Table of Contents




    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 networksRectifier

RF generatorsIC Driver

Renewable energy systemsEmbedded Flash Microcontrollers

Low-power controllersCore 8-bit Microcontrollers

Industrial controllersBattery chargersMotor Drives

FRED

AutomationIGBT

RoboticsModule

Process control equipmentMOSFET

Machine toolsThyristor

Electric trainsIC Driver 7




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Category

Our Products

End User ApplicationsMedical Electronics

IGBT

DefibrillatorsMOSFET

Medical imaging devicesThyristor

Laser power suppliesIC

UltrasoundGaAs FETTelecommunications

SSR

Point-of-sale terminalsLCAS

ModemsGaAs FET

Set top boxesDAA

Wireless base stationsCore 8-bit Microcontrollers

Central officeSerial Communication Controllers

Security systemsTelephone switches/PBXConsumer Products

Display Driver ICs

Cell phonesCore 8-bit Microcontrollers

AppliancesEmbedded Flash Microcontrollers     Sales and
    Marketing
    Form 10-K,
    Research
    and Development
   8




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##### Table of Contents




    developing new power semiconductors for defibrillators;
    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 power management ICs based on our high voltage
    silicon on insulator IC, or HVIC, technology;
    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 and flexible display
    drivers;
    developing solar powered battery charging devices, products and
    circuits; and
    developing 8 and 16-bit embedded flash-based microcontrollers,
    including our Z8 Encore!, Z8 Encore XP, ZNEO, eZ80 Acclaim! and
    Z-dot families of products and solutions.    Patents
    and Other Intellectual Property Rights
    Manufacturing
    and Facilities
    Wafer
    Fabrication.
   9




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##### Table of Contents



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  RISK
    FACTORS
  Form 10-K,
  Fluctuations
    in demand for our products may harm our financial results and
    are difficult to forecast.
    
    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 in the
    semiconductor industry;
    changes in consumer and business confidence caused by changes in
    market conditions, including changes in the credit market,
    change in currency exchange rates, expectations for inflation
    and energy prices;
    competitive pressures, particularly pricing pressures;
    changes in customer product needs;
    changes in the level of customers component
    inventory; and
    strategic actions taken by our competitors. 12




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Our
    operating results fluctuate significantly because of a number of
    factors, many of which are beyond our control.
    
    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;
    loss of key customers;
    the cyclical nature of the semiconductor industry;
    competitive pressures on selling prices;
    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 production capacity, whether internally or
    from external suppliers;
    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,
  Our
    backlog may not result in future revenues.
   13




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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.    Fluctuations
    in the mix of products sold may adversely affect our financial
    results.
  start-up
  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; 15




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
    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.      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; 16




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
    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.      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.
   17




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
    contaminants in the manufacturing environment;
    defects in the masks used to print circuits on a wafer;
    manufacturing equipment failure; or
    wafer breakage.    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.      Our
    gross margin is dependent on a number of factors, including our
    level of capacity utilization.
      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.
    Increasing
    raw material prices could impact our
    profitability.
    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.
   19




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We
    could be harmed by intellectual property
    litigation.
      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.
   20




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We may
    not be able to increase production capacity to meet the present
    and future demand for our products.
    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;
    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.
   21




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Our
    future success depends on the continued service of management
    and key engineering personnel and our ability to identify, hire
    and retain additional personnel.
    Acquisitions
    and expansion place a significant strain on our resources,
    including our information systems and our employee
    base.
           22




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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 that cannot be fixed;
    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.
   23




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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).
  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
 24




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Our
    ability to access capital markets could be
    limited.
    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; 25




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
    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;
    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


62


Chairman of the Board and Chief Executive OfficerUzi Sasson


48


President, Chief Operating Officer, Chief Financial Officer and
    Secretary    27




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##### Table of Contents



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, 2010High

$
11.00


$
10.61


$
8.71


$
9.36Low

$
7.61


$
6.38


$
6.11


$
6.81Fiscal Year Ended March 31, 2009High

$
13.02


$
13.84


$
9.49


$
9.31Low

$
6.49


$
8.80


$
4.58


$
5.61    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 31,2010(1)


2009


2008


2007(2)


2006(In thousands, except per share amounts)Statement of Operations Data:Net revenues

$
243,224


$
273,552


$
304,456


$
285,908


$
251,487Cost of goods sold


179,791



207,594



217,332



201,577



169,792Gross profit


63,433



65,958



87,124



84,331



81,695Operating expenses:Research, development and engineering


20,112



19,931



21,124



20,105



17,523Selling, general and administrative


36,163



37,962



42,093



44,134



38,371Amortization of acquisition-related intangible assets


1,839



1,651











Restructuring charges


1,614















Impairment charges






6,440











Litigation provision










(12,957
)


(29,435
)


42,810Total operating expenses


59,728



65,984



50,260



34,804



98,704Operating income (loss)


3,705



(26
)


36,864



49,527



(17,009
)Other income (expense):Interest (expense) income, net


(1,230
)


(666
)


277



1,793



2,182Other income (expense)


(141
)


4,256



(3,162
)


(3,081
)


1,810Income (loss) before income taxes


2,334



3,564



33,979



48,239



(13,017
)(Provision for) benefit from income tax


(3,011
)


(6,913
)


(10,690
)


(18,020
)


6,911Net income (loss)

$
(677
)

$
(3,349
)

$
23,289


$
30,219


$
(6,106
)Net income (loss) per share  basic

$
(0.02
)

$
(0.11
)

$
0.73


$
0.90


$
(0.18
)Net income (loss) per share  diluted

$
(0.02
)

$
(0.11
)

$
0.71


$
0.87


$
(0.18
)Cash dividends per share





$
0.10











Weighted average shares used in per share calculationsBasic


31,005



31,087



31,906



33,505



33,636Diluted


31,005



31,087



33,031



34,784



33,636     (1)
    
    During fiscal 2010, we acquired Zilog, Inc. and a display driver
    product line from Leadis Technology, Inc.(2)
    
    We began adopting the authoritative guidance issued by FASB in
    connection with accounting for stock based compensation in
    fiscal 2007. See Note 10, Employee Equity Incentive
    Plans in the Notes to Consolidated Financial Statements in
    Item 8 of this Annual Report on
    Form 10-K. 30




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As of March 31,2010(1)


2009


2008


2007(2)


2006(In thousands)Selected operating data:Gross profit margin


26.1
%


24.1
%


28.6
%


29.5
%


32.5
%Depreciation and amortization

$
13,386


$
14,547


$
12,868


$
10,499


$
8,543Balance sheet data:Cash and cash equivalents

$
60,524


$
55,441


$
56,614


$
54,027


$
78,192Working capital


135,725



150,917



162,392



142,408



118,815Total assets


285,296



252,832



293,830



273,641



279,987Total long term obligations


48,122



40,037



47,980



34,647



28,023Total stockholders equity


183,135



178,492



200,229



181,109



159,973Cash flow data:Cash provided by operating activities

$
29,166


$
21,580


$
27,955


$
1,883


$
31,143Cash used in investing activities


(36,256
)


(5,874
)


(10,737
)


(8,865
)


(20,756
)Cash (used in) provided by financing activities


11,775



(12,750
)


(18,579
)


(20,093
)


11,214     (1)
    
    During fiscal 2010, we acquired Zilog, Inc. and a display driver
    product line from Leadis Technology, Inc.(2)
    
    We began adopting the authoritative guidance issued by FASB in
    connection with accounting for stock based compensation in
    fiscal 2007. See Note 10, Employee Equity Incentive
    Plans in the Notes to Consolidated Financial Statements in
    Item 8 of this Annual Report on
    Form 10-K.  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




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##### Table of Contents



Critical
    Accounting Policies and Significant Management
    Estimates
      Revenue recognition.
   32




---



##### Table of Contents



Allowance for sales returns.
  Allowance for stock rotation.
  Allowance for ship and debit.
 33




---



##### Table of Contents



Balance March 31, 2007

$
237Additions


2,417Deductions


(2,309
)Balance March 31, 2008


345Additions


2,407Deductions


(2,338
)Balance March 31, 2009


414Additions


3,419Deductions


(2,414
)Balance March 31, 2010

$
1,419   Allowance for doubtful accounts.
  Inventories. first-in-first-out
   34




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##### Table of Contents



Balance at March 31, 2007

$
18,829Sale of excess inventory


(1,831
)Scrap of excess inventory


(2,868
)Balance of excess inventory


14,130Additional provision for excess inventory


5,120Balance 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

$
35,574         Valuation of Goodwill and Intangible
    Assets.
  Goodwill.
 35




---



##### Table of Contents



Income tax.
   36




---



##### Table of Contents



Defined benefit plans.
  Recent
    Accounting Pronouncements and Accounting Changes
  Form 10-K.
  Results
    of Operations
    Years Ended March 31,2010


% Change


2009


% Change


2008(000)





(000)





(000)Net revenues

$
243,224



(11.1
)

$
273,552



(10.2
)

$
304,456Cost of goods sold


179,791



(13.4
)


207,594



(4.5
)


217,332Gross profit

$
63,433



(3.8
)

$
65,958



(24.3
)

$
87,124Operating expenses:Research, development and engineering

$
20,112



0.9


$
19,931



(5.6
)

$
21,124Selling, general and administrative


36,163



(4.7
)


37,962



(9.8
)


42,093Amortization of acquisition-related intangible assets


1,839



11.4



1,651



nm



Restructuring charges


1,614



nm







nm



Impairment charges






nm



6,440



nm



Litigation provision






nm







nm



(12,957
)Total operating expenses

$
59,728



(9.5
)

$
65,984



31.3


$
50,260      37




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##### Table of Contents



Years Ending March 31,2010


2009


2008% of Net


% of Net


% of NetRevenues


Revenues


RevenuesNet revenues


100.0



100.0



100.0Cost of goods sold


73.9



75.9



71.4Gross profit


26.1



24.1



28.6Operating expenses:Research, development and engineering


8.3



7.3



6.9Selling, general and administrative


14.9



13.9



13.8Amortization of acquisition-related intangible assets


0.7



0.6



Restructuring charges


0.7







Impairment charges






2.3



Litigation provision










(4.3
)Total operating expenses


24.6



24.1



16.4Operating income


1.5



0.0



12.2Other income (expense), net


(0.5
)


1.3



(0.9
)Income before income tax


1.0



1.3



11.3Provision for income tax


(1.2
)


(2.5
)


(3.5
)Net income (loss)


(0.2
)


(1.2
)


7.8     Revenues
  Year Ended March 31,2010


% Change


2009


% Change


2008(000)





(000)





(000)Power semiconductors

$
175,845



(18.9
)

$
216,836



(8.4
)

$
236,599ICs


48,226



49.6



32,236



(21.6
)


41,097Systems and RF power semiconductors


19,153



(21.8
)


24,480



(8.5
)


26,760Total

$
243,224



(11.1
)

$
273,552



(10.2
)

$
304,456     Average
    Selling Prices
  Year Ended March 31,2010


% Change


2009


% Change


2008Power semiconductors

$
2.29



(13.9
)

$
2.66



35.0


$
1.97ICs(1)

$
0.78



0.0


$
0.78



1.3


$
0.77Systems and RF power semiconductors

$
21.81



(4.5
)

$
22.84



32.9


$
17.19     (1)
    
    $1.1 million in royalty revenues were excluded from the
    calculation of the ASP of ICs. 38




---



##### Table of Contents



Units
  Year Ended March 31,2010


% Change


2009


% Change


2008(000)





(000)





(000)Power semiconductors


76,776



(5.8
)


81,498



(32.2
)


120,290ICs


61,730



48.9



41,468



(22.5
)


53,482Systems and RF power semiconductors


878



(18.1
)


1,072



(31.1
)


1,557Total


139,384



12.4



124,038



(29.3
)


175,329                39




---



##### Table of Contents



Gross
    Profit.
     40




---



##### Table of Contents



Research,
    Development and Engineering.
    Selling,
    General and Administrative.
    Restructuring
    Charges.
  Form 10-K.
  Impairment
    Charge.
  Form 10-K
 41




---



##### Table of Contents



Litigation
    Provision.
    Other
    Income (Expense), Net.
  Form 10-K
    Provision
    for Income Taxes.
    Liquidity
    and Capital Resources
           42




---



##### Table of Contents



Form 10-K Form 10-K
  and/or Form 10-K
 43




---



##### Table of Contents



Form 10-K
    Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by PeriodLess Than








After 5Contractual Obligations(1)(2)

Total


1 Year


1-3 Years


4-5 Years


YearsLong term debt

$
32,805


$
8,434


$
17,640


$
2,022


$
4,709Capital lease obligations(3)


4,777



3,021



1,756







Operating lease obligations


10,192



2,105



2,978



1,326



3,783Other purchase obligations(4)


41,775



12,063



20,712



6,000



3,000Total

$
89,549


$
25,623


$
43,086


$
9,348


$
11,492     (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, $6.2 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 $4.8 million include interest payments
    totaling $236,000.(4)
    
    Represents commitments for purchase of inventory and property
    and equipment. These were not recorded as liabilities on our
    consolidated balance sheet as of March 31, 2010, 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



3-month
         45




---



##### Table of Contents



46




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          ,
  Internal Control  Integrated
    Framework
      47




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED BALANCE SHEETS
  March 31,2010


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

$
60,524


$
55,441Restricted cash


813



136Accounts receivable, net of allowances of $3,466 in 2010 and
    $1,899 in 2009


47,158



37,251Inventories


65,583



75,601Prepaid expenses and other current assets


5,219



3,994Deferred income taxes


10,467



12,797Total current assets


189,764



185,220Property, plant and equipment, net


47,588



52,912Intangible assets, net


15,303



256Goodwill


9,125



Deferred income taxes


17,081



7,972Other assets


6,435



6,472Total assets

$
285,296


$
252,832LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of capitalized lease obligations

$
2,845


$
3,739Current portion of loans payable


8,434



1,455Accounts payable


17,762



13,767Accrued expenses and other liabilities


24,998



15,342Total current liabilities


54,039



34,303Long term income tax payable


6,233



4,845Capitalized lease obligations, net of current portion


1,696



4,418Long term loans, net of current portion


24,371



17,599Pension liabilities


15,822



13,175Total liabilities


102,161



74,340Commitments and contingencies (Note 18)Stockholders equityPreferred 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; 36,796,751 issued and
    31,335,764 outstanding and 36,054,936 issued and 30,633,949
    outstanding at March 31, 2010 and 2009, respectively


368



361Additional paid-in capital


183,242



177,551Treasury stock, at cost: 5,460,987 and 5,420,987 common shares
    at March 31, 2010 and 2009, respectively


(45,662
)


(45,374
)Retained earnings


43,307



43,984Accumulated other comprehensive income


1,880



1,970Total stockholders equity


183,135



178,492Total liabilities and stockholders equity

$
285,296


$
252,832    48




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##### Table of Contents



IXYS
    CORPORATION
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Year Ended March 31,2010


2009


2008(In thousands, except per share data)Net revenues

$
243,224


$
273,552


$
304,456Cost of goods sold


179,791



207,594



217,332Gross profit


63,433



65,958



87,124Operating expenses:Research, development and engineering


20,112



19,931



21,124Selling, general and administrative


36,163



37,962



42,093Amortization of acquisition-related intangible assets


1,839



1,651



Restructuring charges


1,614







Impairment charges






6,440



Litigation provision










(12,957
)Total operating expenses


59,728



65,984



50,260Operating income (loss)


3,705



(26
)


36,864Other income (expense):Interest income


426



1,098



2,121Interest expense


(1,656
)


(1,764
)


(1,844
)Other income (expense), net


(141
)


4,256



(3,162
)Income before income tax


2,334



3,564



33,979Provision for income tax


(3,011
)


(6,913
)


(10,690
)Net income (loss)

$
(677
)

$
(3,349
)

$
23,289Net income (loss) per shareBasic

$
(0.02
)

$
(0.11
)

$
0.73Diluted

$
(0.02
)

$
(0.11
)

$
0.71Cash dividends per share

$



$
0.10


$
Weighted average shares used in per share calculationBasic


31,005



31,087



31,906Diluted


31,005



31,087



33,031    49




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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, 2007


35,032


$
166,239



2,520


$
(22,851
)

$
29,605


$
8,116


$
181,109Components of comprehensive income, net of taxNet income


















23,289







23,289Other comprehensive income






















9,140



9,140Total comprehensive income


























32,429Stock-based compensation






2,164



















2,164Proceeds from sale of shares through employee equity incentive
    plans, net of excess tax benefit and others


372



1,994



















1,994Purchase of treasury stock










1,798



(15,067
)










(15,067
)FIN 48 related earnings adjustment


















(2,400
)






(2,400
)Balances, March 31, 2008


35,404



170,397



4,318



(37,918
)


50,494



17,256



200,229Components of comprehensive income, 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, net of excess tax benefit 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 income, 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, net of excess tax benefit 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


$
183,135    50




---



##### Table of Contents








IXYS
    CORPORATION
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year Ended March 31,2010


2009


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

$
(677
)

$
(3,349
)

$
23,289Adjustments to reconcile net income (loss) to net cash provided
    by operating activities net of assets acquired and liabilities
    assumed:Depreciation and amortization


13,386



14,547



12,868Provision for receivables allowances


4,864



5,951



3,201Write down of goodwill






6,440



Net change in inventory provision


2,059



17,110



3,284Change in litigation provision










(12,957
)Foreign currency adjustments on intercompany amounts


(101
)


1,040



1,006Deferred income taxes


(1,358
)


(2,259
)


7,313Tax benefit from employee equity incentive plans


(1,219
)


(1,132
)


(241
)Stock based compensation


3,160



2,816



2,164Loss (gain) on investments


249



227



(882
)Gain on disposal of plant and equipment


(364
)


(54
)


(5
)Changes in operating assets and liabilities, net of business
    acquired:Accounts receivable


(12,182
)


2,346



(8,099
)Inventories


12,305



(16,996
)


940Prepaid expenses and other current assets


2,849



(1,769
)


196Other assets


236



45



(259
)Accounts payable


2,814



(4,969
)


234Accrued expenses and other liabilities


3,201



2,059



(3,185
)Pension liabilities


(56
)


(473
)


(912
)Net cash provided by operating activities


29,166



21,580



27,955Cash flows from investing activities:Change in restricted cash


(413
)


484



(451
)Purchase of businesses, net of cash and cash equivalents acquired


(30,631
)


(420
)


Purchases of investments


(618
)


(1,067
)


(4,012
)Purchases of plant and equipment


(5,142
)


(8,775
)


(7,236
)Proceeds from sale of investments


506



3,570



962Proceeds from sale of fixed assets


42



334



Net cash used in investing activities


(36,256
)


(5,874
)


(10,737
)Cash flows from financing activities:Principal payments on capital lease obligations


(3,961
)


(4,657
)


(4,365
)Repayments of notes payable from bank


(242
)


(278
)


Proceeds from loans


15,000







Repayment of loans


(1,272
)


(1,897
)


(1,141
)Tax benefit from employee equity incentive plans


1,219



1,132



241Payment of dividend to stockholders






(3,161
)


Purchases of treasury stock


(288
)


(7,456
)


(15,067
)Proceeds from employee equity plans


1,319



3,567



1,753Net cash provided by (used in) financing activities


11,775



(12,750
)


(18,579
)Effect of exchange rate fluctuations on cash and cash equivalents


398



(4,129
)


3,948Net increase (decrease) in cash and cash equivalents


5,083



(1,173
)


2,587Cash and cash equivalents at beginning of the year


55,441



56,614



54,027Cash and cash equivalents at end of the year

$
60,524


$
55,441


$
56,614Supplemental disclosure of cash flow informationCash paid during the period for interest

$
1,629


$
1,714


$
1,454Cash paid during the period for income taxes

$
1,760


$
4,120


$
7,000Supplemental disclosure of noncash investing and financing
    activitiesFixed assets acquired under capital leases and loans





$
2,543


$
12,011    51




---



##### 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
   52




---



##### 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.
 53




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance March 31, 2007

$
237Additions


2,417Deductions


(2,309
)Balance March 31, 2008


345Additions


2,407Deductions


(2,338
)Balance March 31, 2009


414Additions


3,419Deductions


(2,414
)Balance March 31, 2010

$
1,419     Trade accounts receivable and allowance for doubtful
    accounts.
 54




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
    Inventories
  first-in-first-out
     55




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at March 31, 2007

$
18,829Sale of excess inventory


(1,831
)Scrap of excess inventory


(2,868
)Balance of excess inventory


14,130Additional provision for excess inventory


5,120Balance 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

$
35,574           Property,
    Plant and Equipment
   56




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Treasury
    Stock
    Other
    Assets
  available-for-sale available-for-sale
     57




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill
    and Intangible Assets
      Derivative
    financial instruments
      Defined
    Benefit Plans
   58




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
      Advertising
    Research
    and Development
    Income
    Taxes
    Other
    Income and Expense
    Indemnification
   59




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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
    Employees
    Covered by Collective Bargaining Arrangements
   60




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of Credit Risk
            Stock-Based
    Compensation Plans
        Accounting
    Changes and Recent Accounting Pronouncements
  FASB
    Accounting Standards
    Codificationtm
 61




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              other-than-temporary other-than-temporary other-than-temporary other-than-temporarily
   62




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3.
    Business
    Combinations  Zilog,
    Inc.
  system-on-chip
   63




---



##### Table of Contents



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

$
35,237Trade receivables


2,088Inventories


3,406Property, plant and equipment


1,373Deferred tax assets


4,397Other assets


3,813Identifiable intangible assets


14,000Trade payable


(1,869
)Accruals and other liabilities


(8,776
)Total identifiable net assets


53,669Goodwill


8,821Total purchase price

$
62,490          64




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    Pro Forma Financial Information (unaudited):
    Years Ended March 312010


2009(In thousands, exceptper share data)(unaudited)Pro forma net revenues

$
271,828


$
309,709Pro forma net loss

$
(7,049
)

$
(22,123
)Pro forma net loss per share (basic)

$
(0.23
)

$
(0.71
)Pro forma net loss per share (diluted)

$
(0.23
)

$
(0.71
)   Leadis
    Technology, Inc.
        Purchase PriceAllocationInventory

$
937Intangible assets


2,810Goodwill


304Total purchase price

$
4,051       Reaction
    Technology Incorporated
   65




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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       4.
    Fair
    Value   66




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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, 2010(1)


March 31, 2009(1)Fair Value





Fair ValueMeasured at





Measured atReporting Date





Reporting DateUsing





UsingTotal


Level 1


Level 2


Total


Level 1


Level 2AssetsMarketable equity securities(2)

$
198


$
198


$



$
525


$
525


$
Auction rate preferred securities(2)


375







375











Derivative contract(3)


(109
)






(109
)


(124
)






(124
)Total assets measured at fair value

$
464


$
198


$
266


$
401


$
525


$
(124
)     (1)
    
    We did not have any assets whose fair value was measured using
    significant unobservable inputs.(2)
    
    Included in Other assets on our consolidated balance
    sheets.(3)
    
    Included in Accrued expenses and other liabilities
    on our consolidated balance sheets.    over-the-counter
   67




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Other
    Assets    March 31,2010


2009Available-for-sale
    investment securities

$
573


$
525Long term equity investment


4,446



4,183Other


1,416



1,764Total other assets

$
6,435


$
6,472   Available-for-sale
  Available-for-sale
  Fiscal Year 2010

Fiscal Year 2009Gross

Gross





Gross

GrossUnrealized

Unrealized

Fair



Unrealized

Unrealized

FairCost

Gains

(Losses)

Value

Cost

Gains

(Losses)

ValueMarketable Equity
    Securities

$
530


$
46


$
(3
)

$
573


$
531


$
78


$
(84
)

$
525   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, 2010

$
1


$
63


$
2


$
4


$
3


$
67March 31, 2009

$
18


$
86


$
66


$
12


$
84


$
98   available-for-sale other-than-temporary
  available-for-sale
 68




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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, 2010

$
1,899


$
5,967
(1)

$
(4,430
)

$
30


$
3,466Year ended March 31, 2009

$
1,712


$
5,951


$
(5,656
)

$
(108
)

$
1,899Year ended March 31, 2008

$
2,847


$
3,201


$
(4,452
)

$
116


$
1,712     (1)
    
    Includes $1.2 million additions from the Zilog acquisition.  Inventories
    March 31,2010


2009Raw materials

$
12,216


$
14,431Work in process


35,339



39,916Finished goods


18,028



21,254Total inventories

$
65,583


$
75,601   Property,
    Plant and Equipment
    March 31,2010


2009Property and plant (useful life of 24 to 50 years)

$
32,328


$
32,192Equipment owned (useful life of 1 to 14 years)


78,691



73,599Equipment capital leases (useful life of 4 years)


32,296



32,103Leasehold improvements (useful life of up to 8 years)


1,292



923144,607



138,817Accumulated depreciation  plant, equipment owned, and
    leasehold improvements


(68,737
)


(62,590
)Accumulated amortization  equipment capital leases


(28,282
)


(23,315
)$
47,588


$
52,912    69




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accrued
    Expenses and Other Liabilities
    March 31,2010


2009Uninvoiced goods and services

$
11,029


$
5,755Compensation and benefits


6,876



5,916Income taxes


2,763



1,232Restructuring accrual


1,205



Commission, royalties, deferred revenue and other


3,125



2,439Total accrued expenses and other liabilities

$
24,998


$
15,342   7.
    Goodwill
    and Intangible Assets  Goodwill
          March 31,2010


2009Goodwill

$
6,440


$
5,645Accumulated impairment losses


(6,440
)


Net goodwill at beginning of period






5,645Goodwill acquired in acquisition


9,125



795Impairment charge






(6,440
)Net goodwill at end of period

$
9,125


$
  70




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Identifiable
    Intangible Assets
    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


2,084



498



1,586Total identifiable intangible assets

$
17,564


$
2,261


$
15,303     Amortization

EstimatedFair Value


Method

Useful Life(In thousands)




(In months)ZilogDeveloped 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

$
14,000LeadisDeveloped 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

$
2,810Total acquired intangible assets

$
16,810     AccumulatedGross Assets


Amortization


Net AssetsCustomer relationships

$
1,620


$
1,620



Other intangible assets


509



253



256Total identifiable intangible assets

$
2,129


$
1,873


$
256    71




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Borrowing
    Arrangements  Bank
    of the West
            IKB
    Deutsche Industriebank
         72




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    LaSalle
    Bank National Association
    Note
    Issued on Acquisition
    Aggregate
    Debt Maturities
    Fiscal Year Payable

Amount2011

$
8,4342012


16,3072013


1,3332014


1,1252015


897Thereafter


4,709Total


32,805Less: Current portion


8,434Long term portion

$
24,371   9.
    Pension
    Plans  and/or
 73




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Period Pension Cost
    Year Ended March 31,2010


2009


2008Service cost










Interest cost


1,924



2,174



2,168Expected return on plan assets


(1,003
)


(1,616
)


(1,782
)Recognized actuarial loss


120



84



123Net periodic pension expense

$
1,041


$
642


$
509  74




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net
    Amount Recognized (in thousands):
  Year Ended March 31,2010


2009Change in projected benefit obligationProjected benefit obligation at the beginning of the year

$
26,593


$
41,293Service cost






Interest cost


1,924



2,174Plan participants contribution






Actuarial gain (loss)


7,013



(5,864
)Benefits paid


(1,273
)


(1,353
)Business combination


1,202



Foreign currency adjustment


795



(9,657
)Projected benefit obligation at year end

$
36,254


$
26,593Change in plan assetsFair value of plan assets at the beginning of the year

$
13,418


$
24,065Actual return (loss) on plan assets


5,306



(4,275
)Employer contribution


702



730Plan participants contribution






Benefits paid from assets


(825
)


(969
)Business combination


1,330



Foreign currency adjustment


501



(6,133
)Plan assets at fair value at year end

$
20,432


$
13,418Unfunded status of the plan at year end

$
(15,822
)

$
(13,175
)Pension liability recognized on the balance sheet due after one
    year

$
(15,822
)

$
(13,175
)Amounts recognized in Accumulated other comprehensive income
    (loss)Unrecognized actuarial loss (gross of taxes, $1,685 for 2010 and
    $942 for 2009)

$
5,719


$
3,364Amount recognized as component of stockholders
    equity  pretax

$
5,719


$
3,364Accumulated benefit obligation at year end

$
35,825


$
26,586     Year Ended March 31,2010


2009Discount rate


5.4-8.84
%


6.0-7.2
%Expected long term rate of return on assets


6.0-7.4
%


4.4-6.8
%Salary scale


1.5-6.0
%


1.5
%      75




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year Ended


Year EndedMarch 31, 2010


March 31, 2009(000)


%


(000)


%Equity securities

$
15,865



78
%

$
10,244



76
%Debt securities


4,374



21
%


2,734



21
%Other


193



1
%


440



3
%Total

$
20,432



100
%

$
13,418



100
%      76




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    BenefitFiscal Year Ended:

PaymentMarch 31, 2011

$
1,107March 31, 2012


1,169March 31, 2013


1,238March 31, 2014


1,318March 31, 2015


1,744Five fiscal years ended March 31, 2020


9,854Total benefit payments for the ten fiscal years ended
    March 31, 2020

$
16,430   10.
    Employee
    Equity Incentive Plans  Stock
    Purchase and Stock Option Plans
  The 2009
    Equity Incentive Plan
  Stock
    Options
      Restricted
    Stock
    Stock
    Appreciation Rights
    Performance
    Units
   77




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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
        Zilog
    2002 Omnibus Stock Incentive Plan
    and/or
 78




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan (ESPP)
    Fair
    Value of Stock Compensation
          Year Ended March 31,Income Statement Classifications

2010


2009


2008Selling, general and administrative expenses

$
3,160


$
2,816


$
2,164Share-based compensation effect on income before taxes


3,160



2,816



2,164Benefit from income taxes


1,151



971



639Net share-based compensation effects on net income (loss)

$
2,009


$
1,845


$
1,525  79




---



##### Table of Contents



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


Purchase PlanYear Ended March 31,


Year Ended March 31,2010(1)


2009


2008


2010


2009


2008Weighted average estimated per share fair value of grant

$
3.49


$
3.39


$
4.11


$
4.19


$
4.21


$
2.89Risk-free interest rate


2.3
%


2.4
%


4.6
%


0.4
%


2.6
%


4.8
%Expected term (in years)


5.0



4.6



4.3



0.5



0.5



0.5Volatility


57.0
%


50.5
%


48.7
%


80.1
%


77.8
%


44.3
%Dividend yield


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%     (1)
    
    All stock options were granted during the second quarter ended
    September 30, 2010.       80




---



##### 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, 2007


5,166,623



4,456,025


$
14,528


$
8.27New shares authorized


1,000,000



Options granted


(815,200
)


815,200






$
9.32Options exercised






(238,679
)

$
941


$
4.53Stock grants






Options cancelled


73,291



(73,291
)





$
9.69Options expired


122,225



(130,438
)





$
14.00Balances, 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


$
5.11Stock grants






Options cancelled






Options expired


137,454



(137,454
)





$
14.81Balances, March 31, 2009(5)


4,763,893



6,063,569


$
7,834


$
8.42Plan authorization expired


(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


$
2.89Stock grants






Options cancelled






(56,750
)





$
7.00Options expired






(37,396
)





$
12.40Balances, March 31, 2010


1,819,552



5,188,273


$
4,570


$
9.32Restricted Stock UnitsBalances, March 31, 2007


(153,500
)


139,352






$
9.54Granted






Vested






(40,268
)

$
401


$
9.46Forfeited


1,734



(1,734
)





$
9.35Balances, 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






$
9.58Balances, March 31, 2010


1,667,786



5,220,473  81




---



##### 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 $8.54 per share, the
    closing price of our stock on March 31, 2010 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 on 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$ 2.51 - 5.00


107,126



2.3


$
4.64



107,126


$
4.64$ 5.01 - 7.75


2,111,367



6.8


$
6.70



1,015,492


$
6.80$ 7.76 - 10.00


1,215,720



5.2


$
8.76



936,970


$
8.67$10.01 - 12.50


954,960



6.2


$
10.84



737,210


$
10.81$12.51 - 29.50


799,100



4.9


$
15.91



671,600


$
16.535,188,273



6.0


$
9.32



3,468,398


$
9.98     11.
    Other
    Comprehensive Income (Loss) and Accumulated Other Comprehensive
    Income    Year Ended March 31,2010


2009


2008Unrealized gain (loss) on
    available-for-sale
    investments securities, net of taxes $17 in 2010, ($186) in
    2009, and ($263) in 2008

$
31


$
(362
)

$
(286
)Change in accumulated net actuarial income (loss), net of taxes,
    ($743) in 2010, $725 in 2009, and ($148) in 2008


(1,612
)


678



(353
)Foreign currency translation adjustments


1,491



(15,602
)


9,779Total other comprehensive income (loss)

$
(90
)

$
(15,286
)

$
9,140  82




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2010


2009Accumulated net unrealized gain (loss) on
    available-for-sale
    investments securities, net of taxes $15 in 2010 and ($2) in 2009

$
27


$
(4
)Accumulated net actuarial loss, net of taxes of ($1,685) in 2010
    and ($942) in 2009


(4,034
)


(2,422
)Accumulated foreign currency translation adjustments


5,887



4,396Total accumulated other comprehensive income

$
1,880


$
1,970   12.
    Computation
    of Net Income (Loss) per Share    Year Ended March 31,2010


2009


2008Basic:Weighted-average shares


31,005



31,087



31,906Net income (loss)

$
(677
)

$
(3,349
)

$
23,289Net income (loss) per share

$
(0.02
)

$
(0.11
)

$
0.73Diluted:Weighted-average shares


31,005



31,087



31,906Common equivalent shares from stock options










1,125Weighted-average shares used in diluted per share calculation


31,005



31,087



33,031Net income (loss)

$
(677
)

$
(3,349
)

$
23,289Net income (loss) per share

$
(0.02
)

$
(0.11
)

$
0.71     13.
    Related
    Party Transactions     83




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        14.
    Employee
    Savings and Retirement Plan      15.
    Segment
    and Geographic Information   84




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2010


2009


2008United States

$
72,362


$
78,305


$
79,944Europe and the Middle EastFrance


4,570



7,552



7,776Germany


27,419



40,703



44,222Italy


4,397



8,071



8,116Sweden


3,921



4,039



4,019United Kingdom


14,954



17,379



21,664Other


25,723



33,962



36,539Asia PacificChina


48,991



34,103



39,186Japan


9,100



8,685



9,467Korea


7,364



7,182



18,456Other


13,937



16,051



16,596Rest of the worldIndia


6,103



11,423



11,760Other


4,383



6,097



6,711Total

$
243,224


$
273,552


$
304,456     Year Ended March 31,2010


2009


2008Power semiconductors

$
175,845


$
216,836


$
236,599Integrated circuits


48,226



32,236



41,097Systems and RF power semiconductors


19,153



24,480



26,760Total

$
243,224


$
273,552


$
304,456    85




---



##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2010


2009


2008Net revenues:Foreign

$
118,954


$
138,492


$
148,897Domestic


124,270



135,060



155,559$
243,224


$
273,552


$
304,456Net income (loss):Foreign

$
(3,825
)

$
4,392


$
1,934Domestic


3,148



(7,741
)


21,355$
(677
)

$
(3,349
)

$
23,289   Year Ended March 31,2010


2009Property, plant and equipment, net:United States

$
29,764


$
31,465Germany


15,667



19,104United Kingdom


2,152



2,337Switzerland


5



6Total property, plant and equipment

$
47,588


$
52,912   16.
    Restructuring
    Charges   86




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Severance andRelated BenefitsCharges

$
1,010Cash payments


(176
)Currency translation adjustment


2Balance at September 30, 2009


836Charges


32Cash payments


(46
)Currency translation adjustment


(11
)Balance at December 31, 2009


811Charges


572Cash payments


(127
)Currency translation adjustment


(51
)Balance at March 31, 2010

$
1,205     17.
    Income
    Taxes    Year Ended March 31,2010


2009


2008Domestic

$
4,418


$
(2,075
)

$
25,774International


(2,084
)


5,639



8,205$
2,334


$
3,564


$
33,979     Year Ended March 31,2010


2009


2008Current:Federal

$
2,415


$
4,983


$
1,098State


124



441



627Foreign


1,830



3,748



1,6524,369



9,172



3,377Deferred:Federal


(1,290
)


1,168



6,717State


946



(480
)


187Foreign


(1,014
)


(2,947
)


409(1,358
)


(2,259
)


7,313Total income tax provision

$
3,011


$
6,913


$
10,690  87




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended March 31,2010


2009


2008Statutory federal income tax rate


35
%


35
%


35
%State taxes, net of federal tax benefit


30



(3
)


2Expense (benefit) of lower tax jurisdictions


94



(1
)


(1
)Swiss benefit










(1
)Goodwill






63



Credits and other taxes






(14
)


(4
)Valuation allowance


(82
)


114



(2
)Permanent items










1Tax reserves


22







1True up for prior periods










(1
)Share-based compensation


3







1Capitalized expenses


19







Foreign income


8







Effective tax provision rate


129
%


194
%


31
%     March 31,2010


2009Deferred tax assets:Reserves and allowances

$
5,855


$
9,536Other liabilities and accruals


4,612



3,261Total short term deferred tax assets


10,467



12,797Other liabilities and accruals long term


2,553



967Depreciable assets


1,659



884Net operating loss carryforward


21,282



12,878Share-based compensation


2,978



2,031Credits carryforward


1,511



863Total long term deferred tax assets


29,983



17,623Total deferred tax assets


40,450



30,420Less: Valuation allowance


(12,902
)


(9,651
)Net deferred tax asset

$
27,548


$
20,769    88




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             89




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Beginning balance as of March 31, 2007 (date of adoption)

$
6,207Lapse of statute of limitations


(690
)Increases in balances related to tax positions taken during
    prior periods


320Decreases in balances related to tax positions taken during
    prior periods


(2,156
)Increases in balances related to tax positions taken during
    current period


889Balance 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

$
6,233       18.
    Commitments
    and Contingencies  Commitments
   90




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


Operating


Inventory PurchaseFiscal Year Ended March 31,

Leases


Leases


Obligations


Total2011

$
3,021


$
2,105


$
12,063


$
17,1892012


1,319



1,923



20,712



23,9542013


437



1,055



6,000



7,4922014






675



3,000



3,6752015






651







651Thereafter






3,783







3,783Total minimum payments


4,777


$
10,192


$
41,775


$
56,744Less: interest


2364,541Less: current portion


2,845$
1,696           Legal
    Proceedings
     91




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##### Table of Contents



IXYS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Other
    Commitments and Contingencies
   92




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##### 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, 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(1)

$
0.13


$
0.01


$
(0.04
)

$
(0.13
)Net income (loss) per share  diluted(1)

$
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   Fiscal
    Year Ended March 31, 2009
  Three Months EndedMarch 31,


December 31,


September 30,


June 30,2009


2008


2008


2008Net revenues

$
58,244


$
58,337


$
77,635


$
79,336Gross profit(2)


4,745



12,654



23,797



24,762Operating income (loss)(2)


(11,231
)


(5,037
)


7,933



8,309Net income (loss)(2)

$
(10,910
)

$
(3,982
)

$
6,059


$
5,484Net income (loss) per share  basic(1)(2)

$
(0.36
)

$
(0.13
)

$
0.19


$
0.18Net income (loss) per share  diluted(1)(2)

$
(0.36
)

$
(0.13
)

$
0.18


$
0.17Weighted average shares used in per share calculationBasic


30,633



30,979



31,554



31,181Diluted


30,633



30,979



32,887



32,226     (1)
    
    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.(2)
    
    During the fourth quarter of fiscal 2009, we recorded a $660,000
    adjustment to increase cost of goods sold as a result of an
    accumulated overstatement of inventory in prior quarters. The
    impact of this inventory overstatement was not material to any
    of the prior quarterly periods presented. 93




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##### 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
   94




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal Control 
    Integrated Framework
         95




---



##### Table of Contents



96




---



##### 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   97




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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, 2010 and 2009Consolidated Statements of Operations for the years ended
    March 31, 2010, 2009 and 2008Consolidated Statements of Stockholders Equity and
    Comprehensive Income (Loss) for the years ended March 31,
    2010, 2009 and 2008Consolidated Statements of Cash Flows for the years ended
    March 31, 2010, 2009 and 2008Notes 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 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 Restricted Stock Unit Award Agreement for the IXYS
    Corporation 1999 Equity Incentive Plan (filed on May 18,
    2006 as Exhibit 10.2 to the Current Report on
    Form 8-K
    (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 10.1 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference). 98




---



##### Table of Contents



Exhibit

Title10
.11*

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
.12*

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
.13*

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
.14*

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
.15*

Form of Stock Award (filed on February 14, 2006 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.16*

Assumption Agreement dated August 2, 2007 by and among
    La Salle Bank National Association, Barber Lane Associates
    L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS Corporation
    (filed on November 11, 2007 as Exhibit 10.2 to the
    Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.17*

Limited Guaranty dated August 2, 2007 by IXYS Corporation
    in favor of La Salle Bank National Association (filed on
    November 11, 2007 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.18*

Promissory Note Secured by Deed of Trust dated December 21,
    2000 made by Barber Lane Associates L.P. (filed on
    November 11, 2007 as Exhibit 10.4 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.19*

Deed of Trust dated December 21, 2000 on 1590 Buckeye
    Drive, Milpitas, California (filed on November 11, 2007 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.20*

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
.21*

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
.22

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
.23*

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
.24*

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
.25*

Zilog, Inc. 2002 Omnibus Stock Incentive Plan.10
.26*

Form of Nonqualified Stock Option Agreement for Stock Options
    pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.10
.27*

Zilog, Inc. 2004 Omnibus Stock Incentive Plan.10
.28*

Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
    2004 Omnibus Stock Incentive Plan.21
.1

List of Subsidiaries.23
.1

Consent of BDO Seidman, LLP.24
.1

Power of Attorney (included on the signature page). 99




---



##### Table of Contents



Exhibit

Title31
.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.     100




---



##### 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 11, 2010/s/  Uzi
    SassonUzi
    Sasson

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

June 11, 2010/s/  Donald
    L. FeuchtDonald
    L. Feucht

Director

June 11, 2010/s/  Samuel
    KorySamuel
    Kory

Director

June 11, 2010/s/  S.
    Joon LeeS.
    Joon Lee

Director

June 11, 2010/s/  Timothy
    A. RichardsonTimothy
    A. Richardson

Director

June 11, 2010/s/  James
    M. ThorburnJames
    M. Thorburn

Director

June 11, 2010  101




---



##### 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 Restricted Stock Unit Award Agreement for the IXYS
    Corporation 1999 Equity Incentive Plan (filed on May 18,
    2006 as Exhibit 10.2 to the Current Report on
    Form 8-K
    (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 10.1 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
    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
.12*

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
.13*

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
.14*

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
.15*

Form of Stock Award (filed on February 14, 2006 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.16*

Assumption Agreement dated August 2, 2007 by and among
    La Salle Bank National Association, Barber Lane Associates
    L.P., Menlo Equities LLC, IXYS Buckeye, LLC and IXYS Corporation
    (filed on November 11, 2007 as Exhibit 10.2 to the
    Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.17*

Limited Guaranty dated August 2, 2007 by IXYS Corporation
    in favor of La Salle Bank National Association (filed on
    November 11, 2007 as Exhibit 10.3 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).




---



##### Table of Contents



Exhibit

Title10
.18*

Promissory Note Secured by Deed of Trust dated December 21,
    2000 made by Barber Lane Associates L.P. (filed on
    November 11, 2007 as Exhibit 10.4 to the Quarterly
    Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.19*

Deed of Trust dated December 21, 2000 on 1590 Buckeye
    Drive, Milpitas, California (filed on November 11, 2007 as
    Exhibit 10.5 to the Quarterly Report on
    Form 10-Q
    (No. 000-26124)
    and incorporated herein by reference).10
.20*

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
.21*

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
.22

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
.23*

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
.24*

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
.25*

Zilog, Inc. 2002 Omnibus Stock Incentive Plan.10
.26*

Form of Nonqualified Stock Option Agreement for Stock Options
    pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan.10
.27*

Zilog, Inc. 2004 Omnibus Stock Incentive Plan.10
.28*

Form of Nonqualified Stock Option Agreement for the Zilog, Inc.
    2004 Omnibus Stock Incentive Plan.21
.1

List of Subsidiaries.23
.1

Consent of BDO Seidman, 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.