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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-18277
 VICOR CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-2742817(State or other jurisdiction
    of
    incorporation or organization)

(IRS employer
    identification no.)25 Frontage Road, Andover,
    Massachusetts(Address of principal
    executive offices)

01810(Zip
    code)   Registrants telephone number, including area code:
 (978) 470-2900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Common Stock, $.01 par Value

The NASDAQ Stock Market, LLC(Title of 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-K Form 10-K Form 10-K. 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




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##### 





PART I
  Form 10-K,
  Form 10-K Form 10-K, Forms 10-Q, 8-K,
  ITEM 1.
    BUSINESS  Overview
  and/or
 1




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##### 



and/or tm
      
    Our Brick Business Unit (BBU) segment designs,
    develops, manufactures and markets our modular power converters,
    known as bricks, and, in 2008, introduced a new line of modular
    power converter, known as a VI
    Bricktm,

    incorporating our V*I Chips into innovative, thermally-enhanced
    packaging. The BBU also designs, develops, manufactures and
    markets a line of configurable products, which are
    complete power supplies assembled using our modular power
    components. The BBU includes the operations of our
    Westcortm

    division, which is focused only on configurable products, the
    operations of Vicor Custom
    Powertm

    (previously known as Vicor Integration
    Architectstm),

    which is our turnkey custom power solutions business, and the
    operations of Vicor Japan Company, Ltd. (VJCL),
    which is our Japanese subsidiary.
    Our V*I Chip Business Unit (V*I Chip) consists of
    V*I Chip Corporation, a wholly-owned subsidiary that designs,
    develops, manufactures and markets our Factorized Power
    Architecturetm

    (FPA) products. In April 2003, we introduced FPA, a
    new power system architecture based on an array of proprietary
    power conversion innovations building upon our long-standing
    leadership in the design of power conversion technologies. We
    believe FPA provides power system designers enhanced performance
    at a lower cost than can be attained with conventional power
    architectures. As V*I Chips and FPA represent innovative
    alternatives to such conventional products and architectures, we
    established a separate business unit to enable the
    organizational focus necessary to support early adopters of
    these disruptive technologies.
    Our Picor Business Unit (Picor) consists of Picor
    Corporation, a majority-owned subsidiary of Vicor and a fabless
    designer, developer, and marketer of high performance integrated
    circuits and related products for use in a variety of power
    system applications. Picor develops these products to be
    incorporated into Vicors products, to be sold as a
    complement to our products, or for sale to third parties for
    separate applications. Much of the differentiation of our BBU
    and V*I Chip products has been a result of implementation of our
    power conversion innovations in proprietary semiconductor
    circuitry. Because of the considerable semiconductor design
    expertise embodied in this captive 2




---



##### 



organization and the potential for success as a merchant vendor
    of an expanding portfolio of proprietary circuit designs, we
    established Picor as a separate business unit to enable
    organizational focus and to facilitate a distinct
    go-to-market
    strategy.          Form 10-K, Form 10-Q, Form 8-K, Form 10-K
  Market
    Background, Product Trends and Vicor Strategy
       3




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##### 



go-to-market go-to-market
         4




---



##### 



Our
    Products
  Form 10-K
  Bricks:
    Modular Power Converters
  component-level DC-DC tm tm tm tm
    tm tm
    Accessory
    Power System Components
  and/or
  tm tm
  Configurable
    Products
   5




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##### 



tm tm tm
  tm tm
  tm tm
  hold-up
    Customer
    Specific Products
  and/or off-the-shelf
    V*I
    Chip Products
   6




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##### 



tm tm tm
  point-of-load
  Picor
    Products
  tm
  tm System-in-Package
  MIL-COTS
    Products
    Sales and
    Marketing
         7




---



##### 



tm
  Applications
    and Customers
    Backlog
    Research
    and Development
    Manufacturing
    and Quality Assurance
    and/or
       8




---



##### 



Competition
          Patents
    and Intellectual Property
      Licensing
    Employees
   9




---



##### 



ITEM 1A.
    RISK
    FACTORS  Form 10-K
  Our
    future operating results are difficult to predict and are
    subject to fluctuations.
    
    the effects of adverse economic conditions in the United States
    and international markets, especially in light of the current
    crisis in global credit and financial markets;
    the level of orders and demand from customers;
    changes in customer demand for our products and for end products
    that incorporate our products;
    the effectiveness of our efforts to reduce product costs and
    manage operating expenses;
    the timing of new product announcements or introductions by us
    or our competitors;
    the timing, delay or cancellation of significant customer orders
    and our ability to manage inventory;
    the ability to hire, retain and motivate qualified employees to
    meet the demands of our customers;
    our ability to utilize our manufacturing facilities at efficient
    levels;
    potential significant litigation-related costs;
    the costs related to compliance with increasing worldwide
    environmental and other regulations; and
    the effects of public health emergencies, natural disasters,
    security risk, terrorist activities, international conflicts and
    other events beyond our control.    The
    ongoing disruptions in the global economy, as well as continued
    uncertainty in global financial markets, could materially and
    adversely affect our business and results of
    operations.
   10




---



##### 



Our
    future success depends upon our ability to develop and market
    leading-edge, cost effective products.
    Our
    future operating results are dependent on the growth in our
    customers businesses and on our ability to identify and
    enter new markets.
    If we
    were unable to use our manufacturing facility in Andover,
    Massachusetts, we would not be able to manufacture for an
    extended period of time.
    We may
    not be able to procure necessary key components for our
    products, or we may purchase too much inventory or the wrong
    inventory.
    Our
    revenues may not increase enough to offset the expense of
    additional capacity.
   11




---



##### 



We
    rely on third-party suppliers and subcontractors for components
    and assemblies and, therefore, cannot control their availability
    or quality.
    We are
    exposed to economic, political and other risks through our
    foreign sales and distributors.
    Our
    ability to successfully implement our business strategy may be
    limited if we do not retain our key personnel and attract and
    retain skilled and experienced personnel.
    Funds
    associated with our investments in auction rate securities may
    not be accessible in the short term.
     12




---



##### 



We may
    be required to make additional adjustments to the carrying value
    of our Auction Rate Securities.
  available-for-sale
    
    the default of an issuer or a specific security of that issuer;
    the significant deterioration of the credit rating of a security
    or its issuer;
    a tender offer for a specific security from the issuer valuing
    the security at less than par that is accepted by the number of
    holders necessary to require all holders to tender their
    securities; and
    the development of a robust secondary market for auction rate
    securities, establishing an active market value for our
    securities or similar securities that represents a substantial
    discount to par.    We may
    be unable to adequately protect our proprietary rights, which
    may limit our ability to compete effectively.
   13




---



##### 



We may
    face intellectual property infringement claims that could be
    costly to resolve.
    We may
    face legal claims and litigation that could be costly to
    resolve.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS     14




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##### 



15




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##### 



PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS      2009

High


LowFirst Quarter

$
6.75


$
3.86Second Quarter


7.30



4.63Third Quarter


7.97



6.42Fourth Quarter


9.68



6.50   2008

High


LowFirst Quarter

$
15.84


$
10.34Second Quarter


13.18



9.81Third Quarter


11.49



8.24Fourth Quarter


9.05



3.80     Dividend
    Policy
         16




---



##### 



Issuer
    Purchases of Equity Securities
  MaximumNumber (ofApproximateTotal Number of


Dollar Value) ofTotal





Shares (or Units)


Shares (or Units)Number





Purchased as Part


that May Yet beof Shares





of Publicly


Purchased Under(or Units)


Average Price Paid


Announced Plans


the Plans orPeriod

Purchased


per Share (or Unit)


or Programs


ProgramsOctober 1  31, 2009





$







$
8,541,000November 1  30, 2009





$







$
8,541,000December 1  31, 2009





$







$
8,541,000Total





$







$
8,541,000    17




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##### 



Stockholder
    Return Performance Graph
      Comparison
    of Five Year Cumulative Return
    Among Vicor Corporation, S&P 500 Index
    and S&P SmallCap 600 Index
  
  2004


2005


2006


2007


2008


2009Vicor Corporation


$
100.00



$
121.50



$
87.02



$
125.53



$
54.69



$
76.95S&P 500 Index


$
100.00



$
104.89



$
121.46



$
128.13



$
80.73



$
102.08S&P SmallCap 600 index


$
100.00



$
107.68



$
123.96



$
123.59



$
85.19



$
106.98  18




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA    Year Ended December 31,Statement of Operations Data

2009


2008


2007


2006


2005(as adjusted)


(as adjusted)


(as adjusted)


(as adjusted)(In thousands, except per share data)Net revenues

$
197,959


$
205,368


$
195,827


$
192,047


$
179,351Income (loss) from operations


4,773



(1,142
)


1,071



(33,182
)


3,380Consolidated net income (loss)


4,093



(1,778
)


5,874



(28,497
)


4,300Net income attributable to noncontrolling interest


1,295



1,817



539



562



807Net income (loss) attributable to Vicor Corporation


2,798



(3,595
)


5,335



(29,059
)


3,493Net income (loss) per share  basic and diluted
    attributable to Vicor Corporation


.07



(.09
)


.13



(.69
)


.08Weighted average shares  basic


41,665



41,651



41,597



41,839



41,923Weighted average shares  diluted


41,671



41,651



41,687



41,839



42,089Cash dividends per share

$



$
.30


$
.30


$
.27


$
.12   Year Ended December 31,Balance Sheet Data

2009


2008


2007


2006


2005(as adjusted)


(as adjusted)


(as adjusted)


(as adjusted)(In thousands)Working capital

$
74,791


$
65,297


$
114,924


$
123,467


$
150,385Total assets


180,577



171,922



192,458



247,461



243,902Total liabilities


24,511



20,496



23,978



73,696



25,934Total equity


156,066



151,426



168,480



173,765



217,968  19




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##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
                 20




---



##### 



Year Ended December 31,2009


2008


2007(as adjusted)


(as adjusted)Net revenues


100.0
%


100.0
%


100.0
%Gross margin


44.2
%


42.0
%


40.3
%Selling, general and administrative expenses


24.2
%


27.4
%


25.0
%Research and development expenses


16.0
%


15.3
%


15.5
%Income (loss) before income taxes


2.8
%


0.4
%


3.1
%   Critical
    Accounting Policies and Estimates
  Form 10-K.
  Allowance
    for Doubtful Accounts
    Inventories
   21




---



##### 



Fair
    Value Measurements
    Short
    Term and Long-Term Investments
  available-for-sale Available-for-sale
     22




---



##### 



available-for-sale
  Long-Lived
    Assets
    Stock-Based
    Compensation
    Product
    Warranties
   23




---



##### 



Income
    Taxes
      Contingencies
    Year
    ended December 31, 2009 compared to Year ended
    December 31, 2008
      December 31,


Increase (decrease)2009


2008


$


%BBU

$
187,359


$
189,360


$
(2,001
)


(1.1
)%V*I Chip


8,581



14,991



(6,410
)


(42.8
)%Picor


2,019



1,017



1,002



98.5
%Total

$
197,959


$
205,368


$
(7,409
)


(3.6
)%  24




---



##### 



book-to-bill
        Increase (decrease)Compensation

$
(3,000
)


(10.6
)%(1)Legal fees


(1,672
)


(61.7
)%(2)Audit and tax fees


(923
)


(42.6
)%(4)Advertising expenses


(886
)


(27.9
)%(3)Travel expenses


(657
)


(29.2
)%(5)Training expenses


(245
)


(17.0
)%Depreciation and amortization


(197
)


(5.8
)%International office expenses


(104
)


(28.5
)%Employment advertising and recruiting


(97
)


(87.0
)%Facilities expense


(53
)


(3.3
)%Stockholder reporting


(82
)


(32.7
)%Commissions expense


75



1.2
%Other, net


(433
)


(10.9
)%$
(8,274
)


(14.7
)%     (1)
    
    Decrease primarily attributable to the workforce reductions
    completed in 2009.(2)
    
    Decrease primarily attributed to a decrease in activity
    associated with our lawsuit brought against certain of its
    insurance carriers with respect to the Ericsson, Inc. settlement
    of product liability litigation in 2009 compared to 2008.(3)
    
    Decrease primarily attributed to decreased advertising in trade
    publications.(4)
    
    Decrease primarily attributed to the late filings of our 2007
    Forms 10-Q
    and additional work related to accounting for our investment in
    GWS in the first quarter of 2008.(5)
    
    Represents an overall reduction in travel across all business
    units and functional groups.   25




---



##### 



Increase (decrease)Project materials

$
710



19.5
%(1)Picor non-recurring engineering charges


371



(79.2
)%(2)Set-up and
    tooling expenses


55



38.0
%Travel expenses


(83
)


(30.2
)%Compensation


(380
)


(1.6
)%(3)Deferred costs


(666
)


368.5
%(4)Other, net


231



(4.5
)%$
238



0.8
%     (1)
    
    Increase primarily attributed to an increase in materials
    associated with the development of V*I Chip and Picor products.(2)
    
    The Picor business unit provides engineering services to BBU and
    V*I Chip to support certain manufacturing processes and research
    and development activities. A decline in services related to
    manufacturing processes resulted in an increase in the amount of
    charges allocated to research and development expense.(3)
    
    Decrease primarily attributable to the workforce reduction
    completed in the first quarter of 2009.(4)
    
    Decrease primarily attributed to an increase in deferred costs
    capitalized for certain non-recurring engineering projects for
    which the related revenues have been deferred.        Increase2009


2008


(Decrease)(as adjusted)Interest income

$
717


$
2,138


$
(1,421
)Unrealized gain (loss) on trading securities


1,268



(2,238
)


3,506Unrealized gain (loss) on auction rate securities rights


(964
)


1,926



(2,890
)Credit losses on available for sale securities


(464
)






(464
)Foreign currency gains, net


35



82



(47
)Gain on disposal of equipment


30



19



11Other


60



101



(41
)$
682


$
2,028


$
(1,346
)  26




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##### 



Year EndedDecember 31,2009

2008(as adjusted)Provision for income taxes

$
1,362


$
976Effective income tax rate


25.0
%


110.2
%           Year
    ended December 31, 2008 compared to Year ended
    December 31, 2007
      December 31,


Increase (decrease)2008


2007


$


%BBU

$
189,360


$
185,827


$
3,533



1.9
%V*I Chip


14,991



8,873



6,118



69.0
%Picor


1,017



1,127



(110
)


(9.8
)%Total

$
205,368


$
195,827


$
9,541



4.9
%   book-to-bill
   27




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##### 



Increase (decrease)Compensation

$
4,186



17.3
%(1)Commissions expense


560



9.7
%(2)Advertising expense


485



18.0
%(3)Legal fees


440



19.4
%(4)Audit and tax fees


332



18.1
%(5)Training, consultants and computer expense


290



25.1
%Travel expense


234



11.6
%Outside services


79



14.3
%Other, net


681



8.1
%$
7,287



14.9
%     (1)
    
    Increase primarily attributed to annual compensation adjustments
    in May 2008 and increases in headcount. The increase in
    compensation expense included previously unidentified
    compensation-related accruals of $320,000 for certain of our
    international subsidiaries and additional stock compensation
    expense of $90,000 identified and recorded in the first quarter
    of 2008. The impact on the first quarter of 2008, as well as on
    prior periods, was not material. The figure includes annual
    compensation adjustments and related personnel expenses
    associated with VJCL and Vicor Custom Power entities.(2)
    
    Increase due to changes in the mix of revenues subject to
    commissions, primarily caused by an increase in Vicor Custom
    Power revenues.(3)
    
    Increase primarily attributed to increases in advertising and
    web development expenses.(4)
    
    Increase primarily attributed to our lawsuit brought against
    certain of our insurance carriers with respect to the Ericsson,
    Inc. settlement of product liability litigation, primarily in
    the fourth quarter of 2008.(5)
    
    Increase primarily attributed to the late filings of our 2007
    Forms 10-Q
    and additional work related to accounting for our investment in
    GWS.   28




---



##### 



Increase (decrease)Compensation

$
1,390



6.4
%(1)Picor non-recurring engineering charges


245



34.4
%(2)Travel expense


99



56.5
%Outside services


59



60.6
%Project materials


(425
)


(10.5
)%(3)Training expense


(58
)


(49.5
)%Other, net


(284
)


(6.2
)%$
1,026



(3.4
)%     (1)
    
    Increase primarily attributed to annual compensation adjustments
    in May 2008.(2)
    
    The Picor business unit provides engineering services to BBU and
    V*I Chip segments to support certain manufacturing processes and
    research and development activities. A decline in services
    related to manufacturing processes resulted in an increase in
    the amount of charges allocated to research and development
    expense.(3)
    
    Decrease attributed to reduced expenses at Picor and the BBU of
    $1,134,000, partially offset by increases due to the
    re-engineering of certain V*I Chip materials and processes of
    $509,000.      Increase2008


2007


(Decrease)(as adjusted)


(as adjusted)Interest income

$
2,138


$
4,484


$
(2,346
)Unrealized gain on auction rate securities rights


1,926







1,926Unrealized loss on trading securities


(2,238
)






(2,238
)Foreign currency gains, net


82



186



(104
)Gain on disposal of equipment


19



129



(110
)Other


101



128



(27
)$
2,028


$
4,927


$
(2,899
)   Item 3-
 29




---



##### 



available-for-sale
      Year EndedDecember 31,2008

2007(as adjusted)

(as adjusted)Provision (benefit) for income taxes

$
976


$
(1,015
)Effective income tax rate


110.2
%


(16.9
)%          30




---



##### 



LIQUIDITY
    AND CAPITAL RESOURCES
              Payments Due by PeriodLess than








More ThanContractual Obligations

Total


1 Year


Years 2 & 3


Years 4 & 5


5 YearsOperating lease obligations

$
3,159


$
1,260


$
1,553


$
314


$
32Purchase obligations


1,335



304



626



405



Total

$
4,494


$
1,564


$
2,179


$
719


$
32        31




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  other-than-temporary
   32




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX
  PageFINANCIAL STATEMENTSReports of Independent Registered Public
    Accounting Firms


34-35Consolidated Balance Sheets as of
    December 31, 2009 and December 31, 2008


36Consolidated Statements of Operations For The
    Years Ended December 31, 2009, 2008, and 2007


37Consolidated Statements of Cash Flows For The
    Years Ended December 31, 2009, 2008, and 2007


38Consolidated Statements of Equity For The Years
    Ended December 31, 2009, 2008, and 2007


39Notes to the Consolidated Financial Statements


40Schedule (Refer to Item 15)


78  33




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           other-than-temporary
  Internal Control 
    Integrated Framework
      34




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           , Noncontrolling Interests in
    Consolidated Financial Statements, an amendment of ARB
    No. 51 Consolidation
       35




---



##### 



VICOR
    CORPORATION
  CONSOLIDATED BALANCE SHEETS
 December 31,
    2009 and 2008
  2009


2008(as adjusted)(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
40,224


$
22,639Restricted cash equivalents


192



176Short-term investments


2,583



1,773Accounts receivable, less allowance of $260 in 2009 and $300 in
    2008


26,565



28,757Inventories, net


21,357



26,681Deferred tax assets


181



451Other current assets


4,345



2,279Total current assets


95,447



82,756Restricted cash and cash equivalents


223



561Long-term investments, net


29,995



33,735Auction rate securities rights


962



1,926Property, plant and equipment, net


49,009



48,254Other assets


4,941



4,690$
180,577


$
171,922LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
9,458


$
5,592Accrued compensation and benefits


5,740



6,783Accrued expenses


2,618



2,911Accrual for litigation settlements






162Accrued severance charges


259



Income taxes payable


60



1,349Deferred revenue


2,521



662Total current liabilities


20,656



17,459Long-term deferred revenue


2,196



1,118Long-term income taxes payable


384



259Deferred income taxes


1,275



1,660Equity:Vicor Corporation stockholders equity:Preferred Stock, $.01 par value, 1,000,000 shares
    authorized; no shares issued or Class B Common Stock: 10
    votes per share, $.01 par value, 14,000,000 shares
    authorized, 11,767,052 shares issued and outstanding
    (11,767,052 shares issued and outstanding in 2008)


118



118Common Stock: 1 vote per share, $.01 par value,
    62,000,000 shares authorized 38,296,408 shares issued
    and 29,898,010 shares outstanding (38,295,908 shares
    issued and 29,897,510 shares outstanding in 2008)


384



384Additional paid-in capital


161,746



161,089Retained earnings


112,972



110,174Accumulated other comprehensive loss


(1,608
)


(2,767
)Treasury stock at cost: 8,398,398 shares in 2009 and 2008


(121,827
)


(121,827
)Total Vicor Corporation stockholders equity


151,785



147,171Noncontrolling interest


4,281



4,255Total equity


156,066



151,426$
180,577


$
171,922    36




---



##### 



VICOR
    CORPORATION
  CONSOLIDATED STATEMENTS OF OPERATIONS
 Years
    ended December 31, 2009, 2008 and 2007
  2009


2008


2007(as adjusted)


(as adjusted)(In thousands, except per share amounts)Net revenues

$
197,959


$
205,368


$
195,827Cost of revenues


110,365



119,083



116,818Gross margin


87,594



86,285



79,009Operating expenses:Selling, general and administrative


47,932



56,206



48,919Research and development


31,636



31,398



30,372Severance charges


4,099







Gain from litigation-related and other settlements, net


(846
)


(177
)


(1,353
)Total operating expenses


82,821



87,427



77,938Income (loss) from operations


4,773



(1,142
)


1,071Other income (expense), net:Total other than temporary impairment gains on
    available-for-sale
    securities


759







Portion of gain recognized in other comprehensive income


(1,223
)






Net impairment losses recognized in earnings


(464
)






Other income (expense), net


1,146



2,028



4,927Total other income (expense), net


682



2,028



4,927Income before income taxes


5,455



886



5,998Provision (benefit) for income taxes


1,362



976



(1,015
)Loss from equity method investment (net of tax)






1,688



1,139Consolidated net income (loss)


4,093



(1,778
)


5,874Less: Net income attributable to noncontrolling interest


1,295



1,817



539Net income (loss) attributable to Vicor Corporation

$
2,798


$
(3,595
)

$
5,335Net income (loss) per common share attributable to Vicor
    Corporation:Basic

$
0.07


$
(0.09
)

$
0.13Diluted

$
0.07


$
(0.09
)

$
0.13Shares used to compute net income (loss) per common shareattributable to Vicor Corporation:Basic


41,665



41,651



41,597Diluted


41,671



41,651



41,687Cash dividends declared per share

$



$
0.30


$
0.30    37




---



##### 



VICOR
    CORPORATION
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years
    ended December 31, 2009, 2008 and 2007
  2009


2008


2007(as adjusted)


(as adjusted)(In thousands)Operating activities:Consolidated net income (loss)

$
4,093


$
(1,778
)

$
5,874Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


10,198



10,515



11,619Severance charges


4,099







Unrealized (gain) loss on trading securities


(1,268
)


2,238



Stock compensation expense


657



1,121



667Credit loss on available for sale securities


464







Unrealized gain on acquisition of auction rate security rights






(1,926
)


Unrealized loss on auction rate security rights


964







Increase in long-term deferred revenue


1,078



1,076



Accretion of bond discount










(465
)Deferred income taxes


(74
)


127



104Gain on disposal of equipment


(30
)


(22
)


(129
)Loss from equity method investee (net of tax)






1,688



1,139Change in current assets and liabilities, net


4,617



(3,976
)


(36,628
)Net cash provided by (used in) operating activities


24,798



9,063



(17,819
)Investing activities:Purchases of investments


(1,695
)


(11,574
)


(138,642
)Sales and maturities of investments


6,650



28,004



163,298Additions to property, plant and equipment


(10,643
)


(8,265
)


(9,856
)Purchase of equity method investment






(1,000
)


(1,000
)Proceeds from sale of equipment


32



25



129Change in restricted cash


322



215



93Increase in other assets


(572
)


(229
)


(120
)Net cash (used in) provided by investing activities


(5,906
)


7,176



13,902Financing activities:Proceeds from issuance of Common Stock






202



645Common stock dividends paid






(12,494
)


(12,477
)Noncontrolling interest dividends paid


(1,269
)


(1,168
)


(92
)Net cash provided by (used in) financing activities


(1,269
)


(13,460
)


(11,924
)Effect of foreign exchange rates on cash


(38
)


(157
)


(2
)Net increase (decrease) in cash and cash equivalents


17,585



2,622



(15,843
)Cash and cash equivalents at beginning of period


22,639



20,017



35,860Cash and cash equivalents at end of period

$
40,224


$
22,639


$
20,017Change in assets and liabilities:Accounts receivable


2,148



3,684



(1,546
)Insurance receivable for litigation










12,800Inventories, net


5,291



(3,311
)


(997
)Other current assets


(2,065
)


559



83Accounts payable and accrued liabilities


2,550



(4,410
)


2,840Accrued severance


(3,840
)






Accrual for litigation settlement


(162
)


(78
)


(49,760
)Income taxes payable


(1,164
)


(141
)


(955
)Deferred revenue


1,859



(279
)


907$
4,617


$
(3,976
)

$
(36,628
)Supplemental disclosures:Cash paid during the year for income taxes, net of refunds

$
3,122


$
602


$
(380
)    38




---



##### 



VICOR
    CORPORATION
  CONSOLIDATED STATEMENTS OF EQUITY
 Years
    ended December 31, 2009, 2008 and 2007
  TotalAccumulated





VicorClass B





Additional





Other





CorporationCommon


Common


Paid-In


Retained


Comprehensive


Treasury


Stockholders


Noncontrolling


TotalStock


Stock


Capital


Earnings


Income (Loss)


Stock


Equity


Interest


Equity(In thousands)Balance on December 31, 2006 (as adjusted)

$
119


$
382


$
158,021


$
133,405


$
72


$
(121,827
)

$
170,172


$
3,593


$
173,765Sales of Common Stock






1



644















645







645Conversion of Class B Common Stock to Common Stock


(1
)


1



























Common stock dividends paid














(12,477
)










(12,477
)






(12,477
)Noncontrolling interest dividend paid






























(92
)


(92
)Stock-based compensation expense










667















667







667Net income














5,335











5,335



539



5,874Unrealized gain on investments


















5







5







5Currency translation adjustments


















93







93







93Comprehensive income


























5,433







5,972Balance on December 31, 2007 (as adjusted)


118



384



159,332



126,263



170



(121,827
)


164,440



4,040



168,480Sales of Common Stock










202















202







202Common stock dividends paid














(12,494
)










(12,494
)






(12,494
)Noncontrolling interest dividends paid






























(1,168
)


(1,168
)Stock-based compensation expense










1,121















1,121







1,121Noncontrolling interest adjustment(1)










434















434



(434
)


Net loss














(3,595
)










(3,595
)


1,817



(1,778
)Unrealized loss on investments


















(3,314
)






(3,314
)






(3,314
)Currency translation adjustments, net of tax of $226


















377







377







377Comprehensive loss


























(6,532
)






(4,715
)Balance on December 31, 2008 (as adjusted)


118



384



161,089



110,174


$
(2,767
)


(121,827
)


147,171



4,255



151,426Noncontrolling interest dividends paid






























(1,269
)


(1,269
)Stock-based compensation expense










657















657







657Net income














2,798











2,798



1,295



4,093Unrealized gain on investments


















1,223







1,223







1,223Currency translation adjustments, net of tax of $30


















(64
)






(64
)






(64
)Comprehensive income


























3,957







5,252Balance on December 31, 2009

$
118


$
384


$
161,746


$
112,972


$
(1,608
)

$
(121,827
)

$
151,785


$
4,281


$
156,066     (1)
    
    A noncontrolling interest had a redemption of preferred stock
    that resulted in a $434,000 adjustment to Additional
    Paid-In-Capital.   39




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    DESCRIPTION
    OF BUSINESS    2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Principles
    of consolidation
    Basis
    of Presentation
    Revenue
    recognition
       40




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)      Foreign
    currency translation
      Cash
    and cash equivalents
    Restricted
    cash and short-term investments
   41




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Short-term
    and long-term investments
    available-for-sale Available-for-sale
  Fair
    value measurements
    Level 1
    Inputs used to measure fair value are unadjusted quoted prices
    available in active markets for the identical assets or
    liabilities as of the reporting date.Level 2
    Inputs used to measure fair value, other than quoted prices
    included in Level 1, are either directly or indirectly
    observable as of the reporting date through correlation with
    market data, including quoted prices for similar assets and
    liabilities in active markets and quoted prices in inactive
    markets. Level 2 also includes assets and liabilities
    valued using models or other pricing methodologies that do not
    require significant judgment since the input assumptions used in
    the models, such as interest rates and volatility factors, are
    corroborated by readily observable data from actively quoted
    markets for substantially the full term of the financial
    instrument.Level 3
    Inputs used to measure fair value are unobservable inputs
    supported by little or no market activity and reflect the use of
    significant management judgment. These values are generally
    determined using pricing models for which the assumptions
    utilize managements estimates of market participant
    assumptions. 42




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)   case-by-case
  Allowance
    for doubtful accounts
    Inventories
  first-in,
  Concentrations
    of credit risk
  other-than-temporary
  Goodwill,
    other intangible assets, and long-lived assets
     43




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Other
    investments
    Advertising
    expense
    Product
    warranties
    Net
    income (loss) per common share
    2009


2008


2007(as adjusted)


(as adjusted)Numerator:Net income (loss) attributable to Vicor Corporation

$
2,798


$
(3,595
)

$
5,335Denominator:Denominator for basic income (loss) per share-weighted average
    shares(1)


41,665



41,651



41,597Effect of dilutive securities:Employee stock options(2)


6







90Denominator for diluted income (loss) per share 
    adjusted weighted-average shares and assumed conversions(3)


41,671



41,651



41,687Basic income (loss) per share

$
0.07


$
(0.09
)

$
0.13Diluted income (loss) per share

$
0.07


$
(0.09
)

$
0.13     (1)
    
    Denominator represents weighted average number of Common Shares
    and Class B Common Shares outstanding.(2)
    
    Options to purchase 720,823 and 968,575 shares of Common
    Stock were outstanding in 2009 and 2007, respectively, but were
    not included in the computation of diluted income per share
    because the options exercise prices were greater than the
    average market price of the Common Stock and, therefore, the
    effect 44




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  would have been antidilutive. Options to purchase
    1,084,175 shares of Common Stock in 2008 were not included
    in the calculation of net loss per share as the effect would
    have been antidilutive.(3)
    
    Denominator represents weighted average number of Common Shares
    and Class B Common Shares outstanding for the year,
    adjusted to include the dilutive effect, if any, of outstanding
    options.  Income
    taxes
      Stock-based
    compensation
    Use of
    estimates
    Comprehensive
    (loss) income
    Impact
    of recently issued accounting standards
   45




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)        3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS    Amended and Restated 2000 Stock Option and Incentive Plan
    (the 2000 Plan)
  1998 Stock Option and Incentive Plan (the 1998
    Plan)
 46




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)  1993 Stock Option Plan (the 1993
    Plan)
    2001 Stock Option and Incentive Plan, as amended (the
    2001 Picor Plan)
    2007 Stock Option and Incentive Plan, as amended (the
    2007 V*I Chip Plan)
      2009


2008


2007Cost of revenues

$
20


$
52


$
47Selling, general and administrative


456



818



368Research and development


181



251



252Total stock based compensation

$
657


$
1,121


$
667     Vicor:

2009


2008


2007Risk-free interest rate


1.1
%


2.8
%


4.7
%Expected dividend yield


1.0
%


2.6
%


1.8
%Expected volatility


67
%


47
%


49
%Expected lives (years)


2.7



3.1



3.8   Picor:

2009(1)


2008


2007Risk-free interest rate






3.7
%


4.7
%Expected dividend yield










Expected volatility






56
%


43
%Expected lives (years)






6.5



6.5  47




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)  V*I Chip:

2009(1)


2008


2007Risk-free interest rate






3.7
%


4.6
%Expected dividend yield










Expected volatility






61
%


65
%Expected lives (years)






6.5



6.5     (1)
    
    There were no Picor or V*I Chip options granted during 2009.  Risk-free
    interest rate:
  Vicor
  Picor
  V*I Chip 
  Expected
    dividend yield:
  Vicor
  Picor
  V*I Chip
  Expected
    volatility:
  Vicor
  Picor
  V*I Chip
  Expected term:
  Vicor
 48




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)    Picor and V*I Chip
  Forfeiture
    rate
    Vicor
  Picor
  V*I Chip
 49




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)  Vicor
    Stock Options
    Weighted-Weighted-


AverageAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicOutstanding


Price


Life in Years


ValueOutstanding on December 31, 2008


1,084,175



16.77Granted


70,579



6.95Forfeited and expired


(388,691
)


14.33Exercised


(500
)


6.29Outstanding on December 31, 2009


765,563



17.11



2.83


$
267Exercisable on December 31, 2009


575,482



19.12



1.94



99Vested or expected to vest as of December 31, 2009(1)


720,905



17.39



2.62



244     (1)
    
    In addition to the vested options, the Company expects a portion
    of the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options.          Picor
    Stock Options
   50




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)      Weighted-Weighted-


AverageAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicOutstanding


Price


Life in Years


ValueOutstanding on December 31, 2008


5,086,040



0.62Granted






Forfeited and expired


(65,000
)


0.41Exercised






Outstanding on December 31, 2009


5,021,040



0.62



4.63


$
833Exercisable on December 31, 2009


3,977,940



0.54



3.86



833Vested or expected to vest as of December 31, 2009(1)


4,945,611



0.62



4.58



833     (1)
    
    In addition to the vested options, the Company expects a portion
    of the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options.          V*I
    Chip Stock Options
   51




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)    Weighted-Weighted-


AverageAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicOutstanding


Price


Life in Years


ValueOutstanding on December 31, 2008


8,043,000



1.00Granted






Forfeited and expired


(425,500
)


1.01Exercised






Outstanding on December 31, 2009


7,617,500



1.00



7.44


$
Exercisable on December 31, 2009


2,987,200



1.00



7.42



Vested or expected to vest as of December 31, 2009(1)


7,477,915



1.00



7.44



     (1)
    
    In addition to the vested options, the Company expects a portion
    of the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options.        401(k)
    Plan
    Stock
    Bonus Plan
   52




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS  Available
    for Sale Securities
    Gross


Gross


EstimatedUnrealized


Unrealized


FairDecember 31,
    2009

Cost


Gains


Losses


ValueAuction rate securities  student loans

$
19,700


$



$
2,590


$
17,110Certificates of deposit


2,504



34







2,538$
22,204


$
34


$
2,590


$
19,648   Gross


Gross


EstimatedUnrealized


Unrealized


FairDecember 31,
    2008

Cost


Gains


Losses


ValueAuction Rate Securities  student loans

$
20,025


$



$
3,334


$
16,691Certificates of deposits


2,735



20







2,755$
22,760


$
20


$
3,334


$
19,446       EstimatedCost


Fair ValueDue in one year or less

$
1,074


$
1,082Due in two to ten years


1,530



1,556Due in ten to twenty years






Due in twenty to forty years


19,600



17,010$
22,204


$
19,648   Trading
    Securities
    Gross


Gross


EstimatedUnrealized


Unrealized


FairDecember 31,
    2009

Cost


Gains


Losses


ValueAuction rate securities  student loans

$
13,900


$



$
970


$
12,930December 31, 2008Auction rate securities  student loans

$
18,300


$



$
2,238


$
16,062  53




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS (Continued)    EstimatedCost


Fair ValueDue in one year or less

$
2,050


$
2,050Due in two to ten years






Due in ten to twenty years






Due in twenty to forty years


11,850



10,880$
13,900


$
12,930          54




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS (Continued)        Balance at the beginning of the period

$
Reductions for securities sold during the period


(9
)Subsequent credit loss recovery


6Additions for the amount related to credit (gain) loss for which
    other-than-temporary impairment was not previously recognized


467Balance at the end of the period

$
464    55




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS (Continued)    5.
    FAIR
    VALUE MEASUREMENTS    UsingSignificantQuoted Prices

Other

Significant

Total Fairin Active

Observable

Unobservable

Value as ofMarkets

Inputs

Inputs

December 31,(Level 1)

(Level 2)

(Level 3)

2009Cash Equivalents:Money market funds

$
19,062


$



$



$
19,062Restricted money market


192











192Short term investments:Certificate of deposit


433











433Auction rate securities






2,150







2,150Long term investments:Auction rate securities










27,890



27,890Auction rate security rights










962



962Certificate of deposit


2,105











2,105Restricted long term investment


223











223    56




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   5.
    FAIR
    VALUE MEASUREMENTS (Continued)    Level 3Balance at the beginning of the period

$
34,654Transfers into Level 3 categorization


Redemptions


(4,700
)Transfers into Level 2 categorization(1)


(2,150
)Unrealized loss on trading securities included in Other income
    (expense), net


304Credit losses on available for sales securities included in
    Other income(expense), net


(464
)Unrealized gain included in Other comprehensive (loss) income


1,208Balance at the end of the period

$
28,852     (1)
    
    Redemptions of the Companys auction rate securities at par
    value that occurred subsequent to December 31, 2009.  6.
    INVENTORIES    December 31,2009


2008Raw materials

$
18,675


$
23,275Work-in-process


3,434



3,152Finished goods


5,191



6,61227,300



33,039Inventory reserves


(5,943
)


(6,358
)Net balance

$
21,357


$
26,681   7.
    PROPERTY,
    PLANT AND EQUIPMENT   57




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   7.
    PROPERTY,
    PLANT AND EQUIPMENT (Continued)    December 31,2009


2008Land

$
2,091


$
2,089Buildings and improvements


41,569



41,362Machinery and equipment


192,803



187,120Furniture and fixtures


5,808



5,741Construction in-progress and deposits


5,810



1,959248,081



238,271Accumulated depreciation and amortization


(199,072
)


(190,017
)Net balance

$
49,009


$
48,254     8.
    OTHER
    INVESTMENTS     58




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   8.
    OTHER
    INVESTMENTS (Continued)    Year Ended December 312009


2008


2007Allocation of losses from equity method investment (net of tax)

$



$
321


$
306Amortization of intangible assets and other (net of tax)






106



213Other than temporary decline in investment






1,261



620$



$
1,688


$
1,139     9.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS      December 31,2009


2008Patent costs

$
3,456


$
3,591Accumulated amortization


(1,683
)


(1,626
)$
1,773


$
1,965      59




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   9.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS (Continued)    2009GWS intangibles

$
500Accumulated amortization


(62
)$
438     10.
    SEVERANCE
    CHARGES      BBU


V*I Chip


TotalBalance as of December 31, 2008

$



$



$
Charges relating to 2009 workforce reductions


3,486



613



4,099Payments


(3,231
)


(609
)


(3,840
)Balance as of December 31, 2009

$
255


$
4


$
259   11.
    PRODUCT
    WARRANTIES    2009


2008


2007Balance at the beginning of the period

$
896


$
679


$
1,046Accruals for warranties for products sold in the period


205



595



735Fulfillment of warranty obligations


(101
)


(385
)


(704
)Revisions of estimated obligations


(228
)


7



(398
)Balance at the end of the period

$
772


$
896


$
679  60




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  12.
    STOCKHOLDERS
    EQUITY    Common
    Stock
                     61




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   12.
    STOCKHOLDERS
    EQUITY (Continued)    13.
    OTHER
    INCOME (EXPENSE), NET    2009


2008


2007(as adjusted)


(as adjusted)Interest income

$
717


$
2,138


$
4,484Unrealized gain (loss) on trading securities


1,268



(2,238
)


Unrealized gain (loss) on auction rate securities rights


(964
)


1,926



Credit losses on available for sale securities


(464
)






Foreign currency gains, net


35



82



186Gain on disposal of equipment


30



19



129Other


60



101



128$
682


$
2,028


$
4,927  62




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  14.
    INCOME
    TAXES    December 31,2009


2008Deferred tax assetsResearch and development tax credit carryforwards

$
9,122


$
7,633Net operating loss carryforwards


8,130



14,223Inventory reserves


2,229



2,346Vacation accrual


1,228



1,379Unrealized loss on investments


993



1,407Investment tax credit carryforwards


978



1,004Stock-based compensation


974



805Capital loss carryforward


700



Alternative minimum tax credit carryforward


590



407Deferred revenue


407



Warranty reserves


253



299Bad debt reserves


87



107Investment basis differences






772Other


138



170Total deferred tax assets


25,829



30,552Less: Valuation allowance for deferred tax assets


(24,803
)


(27,701
)Net deferred tax assets


1,026



2,851Deferred tax liabilitiesDepreciation


(380
)


(2,092
)Patent amortization


(646
)


(758
)Unremitted Vicor Custom earnings


(314
)


(434
)Goodwill


(478
)


(432
)Other


(303
)


(344
)Total deferred tax liabilities


(2,121
)


(4,060
)Net deferred tax liabilities

$
(1,095
)

$
(1,209
)    63




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   14.
    INCOME
    TAXES (Continued)    2009


2008


2007(as adjusted)


(as adjusted)Domestic

$
5,236


$
654


$
5,036Foreign


219



232



962$
5,455


$
886


$
5,998     2009


2008


2007Current:Federal

$
939


$
1,355


$
(220
)Foreign


75



27



191State


422



(533
)


(1,090
)1,436



849



(1,119
)Deferred:Federal


(74
)


127



104$
1,362


$
976


$
(1,015
)       2009


2008


2007(as adjusted)


(as adjusted)Statutory federal tax rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal income tax benefit


9.2



37.0



3.0Reduction in tax reserves


(2.1
)


(104.3
)


(28.2
)Permanent items


4.0



31.8



3.7Foreign rate differential


(0.9
)


(5.4
)


(4.5
)Tax credits


2.3



(30.9
)


(1.1
)Book income attributable to noncontrolling interest


(8.3
)


(71.8
)


(3.3
)Increase (decrease) in valuation allowance


(14.2
)


218.8



(21.5
)25.0
%


110.2
%


(16.9
)%    64




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   14.
    INCOME
    TAXES (Continued)      A reconciliation of the beginning and ending amount of
    unrecognized tax benefits is as follows (in thousands):Balance on January 1, 2009

$
441Additions based on tax provisions related to the current year


271Balance on December 31, 2009

$
712      65




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   14.
    INCOME
    TAXES (Continued)    15.
    COMMITMENTS
    AND CONTINGENCIES    Year2010

$
1,2602011


9902012


5632013


2222014 and thereafter


124            66




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   15.
    COMMITMENTS
    AND CONTINGENCIES (Continued)            16.
    SEGMENT
    INFORMATION   67




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   16.
    SEGMENT
    INFORMATION (Continued)        BBU

V*I Chip

Picor

Corporate

Eliminations

Total2009:Net revenues

$
187,354


$
15,258


$
6,143


$



$
(10,796
)

$
197,959Income (loss) from operations


29,220



(22,156
)


(4,265
)


(716
)


2,690



4,773Total assets


204,611



19,124



9,352



98,209



(150,719
)


180,577Depreciation and amortization


5,283



2,968



403



1,544







10,1982008:Net revenues

$
189,362


$
16,766


$
5,096


$



$
(5,856
)

$
205,368Income (loss) from operations


26,317



(25,123
)


(2,817
)


(441
)


922



(1,142
)Total assets


177,331



14,850



9,011



87,072



(116,342
)


171,922Depreciation and amortization


5,920



2,645



384



1,566







10,5152007:Net revenues

$
185,828


$
9,142


$
4,908


$



$
(4,051
)

$
195,827Income (loss) from operations


25,642



(23,484
)


(2,571
)


883



601



1,071Total assets


148,078



13,792



7,286



108,372



(85,070
)


192,458Depreciation and amortization


7,408



2,097



407



1,707







11,619      68




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   17.
    QUARTERLY
    RESULTS OF OPERATIONS (Unaudited)    First

Second

Third

Fourth

Total2009:Net revenues

$
50,448


$
50,627


$
47,746


$
49,138


$
197,959Gross margin


21,831



22,598



20,668



22,497



87,594Consolidated net income (loss)


(2,151
)


1,758



1,990



2,496



4,093Net income (loss) attributable to noncontrolling
    interest


392



417



299



187



1,295Net income (loss) attributable to Vicor Corporation


(2,543
)


1,341



1,691



2,309



2,798Net income (loss) per share attributable to Vicor Corporation:Basic and diluted


(.06
)


.03



.04



.06



.07   First


Second


Third


Fourth


Total2008:Net revenues

$
53,469


$
49,297


$
51,278


$
51,324


$
205,368Gross margin


22,460



21,113



21,903



20,809



86,285Consolidated net income (loss) (as adjusted)


1,064



(817
)


1,110



(3,135
)


(1,778
)Net income (loss) attributable to noncontrolling interest (as adjusted)


444



506



501



366



1,817Net income (loss) attributable to Vicor Corporation (as adjusted)


620



(1,323
)


609



(3,501
)


(3,595
)Net income (loss) per share attributable to Vicor Corporation:Basic and diluted


.01



(.03
)


.01



(.08
)


(.09
)     
    Reversal to defer $1,476,000 in Net revenues and $1,045,000 in
    Cost of revenues in connection with the accounting for a
    multiple-element revenue arrangement. The impact on prior
    quarters in 2009 was not material.
    An unrealized gain of $476,000 in connection with the fair value
    measurements for its UBS ARS, which are classified as trading
    securities, in Other income (expense), net in the
    Consolidated Statements of Operations.
    An unrealized loss of $466,000 in connection with the fair value
    measurements for its ARS Right, in Other income (expense),
    net in the Consolidated Statements of Operations.
    An increase of $290,000 to inventory reserves for potential
    excess and obsolete inventory charged against Cost of revenues. 69




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   17.
    QUARTERLY
    RESULTS OF OPERATIONS (Unaudited) (Continued)     
    An unrealized loss of $2,238,000 in connection with the fair
    value measurements for its UBS ARS, which are classified as
    trading securities, in Other income (expense), net
    in the Consolidated Statements of Operations.
    An unrealized gain of $1,926,000 in connection with the fair
    value measurements for its ARS Right, in Other income
    (expense), net in the Consolidated Statements of
    Operations.
    An
    other-than-temporary
    impairment charge of $555,000 to write-off the remaining
    investment balance in GWS as of December 31, 2008.
    An increase of $300,000 to warranty reserves for certain product
    matters charged against Cost of revenues.
    An increase of $240,000 to inventory reserves for potential
    excess and obsolete inventory charged against Cost of revenues.  18.
    CHANGE IN
    ACCOUNTING PRINCIPLE   70




---



##### 



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   18.
    CHANGE IN
    ACCOUNTING PRINCIPLE (Continued)    As

As PreviouslyAdjusted

ReportedAs of December 31, 2008:Minority interests

$



$
4,255Noncontrolling interests


4,255



Total stockholders equity






147,171Total Vicor Corporation stockholders equity


147,171



Total equity


151,426



Year ended December 31, 2008:Other income (expense), net

$
2,028


$
211Income (loss) before income taxes


886



(931
)Consolidated net income (loss)


(1,778
)


(3,595
)Net income attributable to noncontrolling interest


1,817



Net loss attributable to Vicor Corporation


(3,595
)


As of December 31, 2007:Noncontrolling interests

$
4,040


$
Total stockholders equity






164,440Total Vicor Corporation stockholders equity


164,440



Total equity


168,480



Year ended December 31, 2007:Other income (expense), net

$
4,927


$
4,388Income (loss) before income taxes


5,998



5,459Consolidated net income (loss)


5,874



5,335Net income attributable to noncontrolling interest


539



Net income attributable to Vicor Corporation


5,335



As of December 31, 2006:Noncontrolling interests

$
3,593


$
Total stockholders equity






170,172Total Vicor Corporation stockholders equity


170,172



Total equity


173,765



   71




---



##### 



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Form 10-K Rule 13a-14
  (a)
    Evaluation
    of disclosure controls and procedures  Rule 13a-15
  (b)
    Managements
    Report on Internal Control Over Financial Reporting         72




---



##### 



Internal Control  Integrated Framework
        Internal Control-Integrated Framework
    
    73




---



##### 



(c)
    Inherent
    Limitations on Effectiveness of Controls    (d)
    Changes
    in Internal Control Over Financial Reporting   74




---



##### 



ITEM 9B.
    OTHER
    INFORMATION    PART III
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT    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
    ACCOUNTANT FEES AND SERVICES    PART IV
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENTS  Financial Statements
    Schedules
      Exhibits
  Exhibits



Description of Document3
.1





Restated Certificate of Incorporation, dated February 28, 1990(1)3
.2





Certificate of Ownership and Merger Merging Westcor Corporation,
    a Delaware Corporation, into Vicor Corporation, a Delaware
    Corporation, dated December 3, 1990(1)3
.3





Certificate of Amendment of Restated Certificate of
    Incorporation, dated May 10, 1991(1)3
.4





Certificate of Amendment of Restated Certificate of
    Incorporation, dated June 23, 1992(1)3
.5





Bylaws, as amended(9) 75




---



##### 



Exhibits



Description of Document4
.1





Specimen Common Stock Certificate(2)10
.1





1984 Stock Option Plan of the Company, as amended(2)10
.2





1993 Stock Option Plan(3)10
.3





1998 Stock Option and Incentive Plan(4)10
.4





Amended and Restated 2000 Stock Option and Incentive Plan(5)10
.5





Form of Non-Qualified Stock Option under the Vicor Corporation
    Amended and Restated 2000 Stock Option and Incentive Plan(6)10
.6





Sales Incentive Plan(7)10
.7





Picor Corporation 2001 Stock Option and Incentive Plan(8)10
.8





Form of Non-Qualified Stock Option under the Picor Corporation
    2001 Stock Option and Incentive Plan(8)10
.9





V*I Chip Corporation Amended 2007 Stock Option and Incentive
    Plan(11)10
.10





Form of Non-Qualified Stock Option Agreement under the V*I Chip
    Corporation Amended 2007 Stock Option and Incentive Plan(10)10
.11





Form of Incentive Stock Option Agreement under the V*I Chip
    Corporation Amended 2007 Stock Option and Incentive Plan(11)10
.12





Form of Stock Restriction Agreement under the V*I Chip
    Corporation Amended 2007 Stock Option and Incentive Plan(11)21
.1





Subsidiaries of the Company(12)23
.1





Consent of Grant Thornton LLP(12)23
.2





Consent of Ernst & Young LLP(12)31
.1





Certification of Chief Executive Officer pursuant to Rule
    13a-14(a) of the Securities Exchange Act of 1934(12)31
.2





Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) of the Securities Exchange Act of 1934(12)32
.1





Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002(12)32
.2





Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002(12)     (1)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 29, 2001 and incorporated herein by
    reference.(2)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form 10, as amended, under the Securities Exchange Act
    of 1934 (File
    No. 0-18277),
    and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-8,
    as amended, under the Securities Act of 1933
    (No. 33-65154),
    and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-8,
    as amended, under the Securities Act of 1933
    (No. 333-61177),
    and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Companys Proxy Statement for
    use in connection with its 2002 Annual Meeting of Stockholders,
    which was filed on April 29, 2002, and incorporated herein
    by reference.(6)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    filed on November 4, 2004 and incorporated herein by
    reference.(7)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 16, 2005 and incorporated herein by
    reference. 76




---



##### 



(8)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 14, 2006 and incorporated herein by
    reference.(9)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    filed on November 8, 2006 and incorporated herein by
    reference.(10)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    dated June 6, 2007 and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Companys Current Report and
    Form 8-K,
    dated March 6, 2008 incorporated herein by reference.(12)
    
    Filed herewith. 77




---



##### 



VICOR
    CORPORATIONSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS
    Years ended December 31, 2009, 2008 and 2007
  (Credit) ChargeBalance at

to Costs and

Other Charges,

Balance atDescription

Beginning of Period

Expenses

Deductions(1)

End of PeriodAllowance for doubtful accounts:Year ended:December 31, 2009

$
300,000


$
3,000


$
(43,000
)

$
260,000December 31, 2008


398,000



39,000



(137,000
)


300,000December 31, 2007


583,000



246,000



(431,000
)


398,000     (1)
    
    Reflects uncollectible accounts written off, net of recoveries.  (Credit) ChargeBalance at

to Costs and

Other Charges,

Balance atDescription

Beginning of Period

Expenses

Deductions(2)

End of PeriodInventory Reserves:Year ended:December 31, 2009

$
6,358,000


$
1,010,000


$
(1,425,000
)

$
5,943,000December 31, 2008


7,646,000



923,000



(2,211,000
)


6,358,000December 31, 2007


8,363,000



1,075,000



(1,792,000
)


7,646,000     (2)
    
    Reflects amounts associated with inventory that have been
    discarded or sold. 78




---



##### 



SIGNATURES
      By:
    /s/  James
    A. Simms         Signature

Title

Date/s/  Patrizio
    VinciarelliPatrizio
    Vinciarelli

President, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

March 10, 2010/s/  James
    A. SimmsJames
    A. Simms

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

March 10, 2010/s/  Estia
    J. EichtenEstia
    J. Eichten

Director

March 10, 2010/s/  David
    T. RiddifordDavid
    T. Riddiford

Director

March 10, 2010/s/  Barry
    KelleherBarry
    Kelleher

Director

March 10, 2010/s/  Samuel
    AndersonSamuel
    Anderson

Director

March 10, 2010/s/  Claudio
    TuozzoloClaudio
    Tuozzolo

Director

March 10, 2010/s/  Jason
    L. CarlsonJason
    L. Carlson

Director

March 10, 2010/s/  Liam
    K. GriffinLiam
    K. Griffin

Director

March 10, 2010  79