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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,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file
    number: 0-19032
 ATMEL CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

77-0051991(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)   2325 Orchard Parkway, San Jose, California 95131
 (Address of principal executive
    offices)
  Registrants telephone number, including area code:
 (408) 441-0311
    Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.001 per share

The NASDAQ Stock Market LLC
    (NASDAQ Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
    þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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##### 





TABLE OF
    CONTENTS
  PART IITEM 1.

BUSINESS


2ITEM 1A.

RISK FACTORS


12ITEM 1B.

UNRESOLVED STAFF COMMENTS


28ITEM 2.

PROPERTIES


28ITEM 3.

LEGAL PROCEEDINGS


29ITEM 4.

RESERVED


31PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


31ITEM 6.

SELECTED FINANCIAL DATA


32ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


33ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


57ITEM 8.

CONSOLIDATED FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


60ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


112ITEM 9A.

CONTROLS AND PROCEDURES


112ITEM 9B.

OTHER INFORMATION


113PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT
    AND CORPORATE GOVERNANCE MATTERS


113ITEM 11.

EXECUTIVE COMPENSATION


114ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


114ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


115ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


115PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT
    SCHEDULES


115SIGNATURES


116EXHIBIT INDEX


117EX-10.16EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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PART I  ITEM 1.
    BUSINESS  FORWARD
    LOOKING STATEMENTS
  You should read the following discussion in conjunction with
    our Consolidated Financial Statements and the related
    Notes to Consolidated Financial Statements, and
    Financial Statements and Supplementary Data included
    in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements within the
    meaning of Section 21E of the Securities Exchange Act of
    1934, particularly statements regarding our outlook for fiscal
    2010, our gross margins, anticipated revenues by geographic
    area, operating expenses and capital expenditures, cash flow and
    liquidity measures including the anticipated sale of auction
    rate securities to UBS Financial Services, Inc., factory
    utilization, charges related to and the effect of our strategic
    transactions, restructuring, performance restricted stock units,
    and other strategic efforts, particularly the potential sale of
    portions of our ASIC business, and our expectations regarding
    tax matters and the effects of exchange rates and efforts to
    manage exposure to exchange rate fluctuation. Our actual results
    could differ materially from those projected in the
    forward-looking statements as a result of a number of factors,
    risks and uncertainties, including the risk factors set forth in
    this discussion and in Item 1A  Risk Factors,
    and elsewhere in this
    Form 10-K.
    Generally, the words may, will,
    could, would, anticipate,
    expect, intend, believe,
    seek, estimate, plan,
    view, continue, the plural of such
    terms, the negatives of such terms, or other comparable
    terminology and similar expressions identify forward-looking
    statements. The information included in this
    Form 10-K
    is provided as of the filing date with the Securities and
    Exchange Commission and future events or circumstances could
    differ significantly from the forward-looking statements
    included herein. Accordingly, we caution readers not to place
    undue reliance on such statements. Atmel undertakes no
    obligation to update any forward-looking statements in this
    Form 10-K.
  BUSINESS
  General
  system-on-a-chip
  (408) 441-0311. Form 10-K, Form 10-Q, Form 8-K,
 2




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Products
      
    Microcontrollerssegment includes a variety of
    proprietary and standard microcontrollers, the majority of which
    contain embedded nonvolatile memory, integrated analog
    peripherals and capacitive touch sensing libraries. This segment
    also includes products with military and aerospace applications.
    In March 2008, we acquired Quantum Research Group Ltd.
    (Quantum), a supplier of capacitive sensing IP
    solutions. Results from the acquired operations are considered
    complementary to sales of microcontroller products and are
    included in this segment. Our Microcontroller segment comprised
    38% of net revenues in the year ended December 31, 2009.
    Nonvolatile Memoriessegment consists predominantly of
    serial interface electrically erasable programmable read-only
    memory (SEEPROM) and serial interface Flash memory
    products. This segment also includes parallel interface Flash
    memories as well as mature parallel interface electrically
    erasable programmable read-only memory (EEPROM) and
    erasable programmable read-only memory (EPROM)
    devices. This segment also includes products with military and
    aerospace applications. Our Nonvolatile Memories segment
    comprised 24% of net revenues in the year ended
    December 31, 2009.
    Radio Frequency (RF) and Automotivesegment
    includes products designed for the automotive industry. This
    segment produces and sells wireless and wired devices for
    industrial, consumer and automotive applications and it also
    provides foundry services which produce radio frequency products
    for the mobile telecommunications market. Our RF and Automotive
    segment comprised 12% of net revenues in the year ended
    December 31, 2009.
    Application Specific Integrated Circuit (ASIC)segment includes customer and application specific
    integrated circuits designed to meet specialized single-customer
    requirements for their high performance devices in a broad
    variety of specific applications. This segment also encompasses
    a range of products which provide security for digital data
    transactions, including smart cards for mobile phones, set top
    boxes, banking and national identity cards. We also develop
    application specific standard products (ASSP) for
    high reliability space applications, power management and secure
    crypto memory products. Our ASIC segment comprised 26% of net
    revenues in the year ended December 31, 2009.    Microcontrollers
  ®
  computer-on-a-chip
  Atmel AVR. ® ® tm
 3




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##### Table of Contents



tm ®
  Atmel
    QTouch ® and
    maXTouch tm
    ® ® ® tm tm tm
  ARM. tm tm tm tm
  8051.
    Nonvolatile
    Memories
  Serial Interface Products.
 4




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512-Kbits 1-Kbits 64-Mbits.
  Serial EEPROMs.
  Atmel
    DataFlash ® ®
    SPI Flash. easier-to-implement
  Parallel Flash Memory Products.
    Parallel EEPROMs.
  EPROMs.
 5




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RF and
    Automotive
  Automotive RF.
  High Voltage.
  RF.
  DVD.
  Mixed Signal.
  ASIC
  Custom ASICs. ® time-to-market
   6




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##### Table of Contents



Atmel
    CAP ® system-on-chip
  Secure Microcontrollers.
  ® ®
  ®
    FPGAs. ® FPGA-to-gate
    Technology
    state-of-the-art
  Principal
    Markets and Customers
  Communications. ,
 7




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Consumer Electronics.
  Computing, Storage and Printing.
  Security.
  Automotive.
  Military and Aerospace. latch-up
 8




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Industrial.
  Manufacturing
          Environmental
    Compliance
     9




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Marketing
    and Sales
            Research
    and Development
     10




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Competition
    Patents
    and Licenses
          Employees
   11




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Backlog
    Geographic
    Areas
      Seasonality
  quarter-to-quarter period-to-period
  ITEM 1A.
    RISK
    FACTORS  Form 10-K, Form 10-K
  OUR
    REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE
    TO A VARIETY OF FACTORS, WHICH MAY RESULT IN VOLATILITY OR A
    DECLINE IN OUR STOCK PRICE.
    
    the nature of both the semiconductor industry and the markets
    addressed by our products;
    our transition to a fab-lite strategy;
    our dependence on selling through distributors;
    our increased dependence on outside foundries and their ability
    to meet our volume, quality and delivery objectives,
    particularly during times of increasing demand along with
    inventory excesses or shortages due to reliance on third party
    manufacturers; 12




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
    global economic and political conditions;
    compliance with U.S. and international antitrust trade and
    export laws and regulations by us and our distributors;
    fluctuations in currency exchange rates and revenues and costs
    denominated in foreign currencies;
    ability of independent assembly contractors to meet our volume,
    quality and delivery objectives;
    success with disposal or restructuring activities;
    fluctuations in manufacturing yields;
    the average margin of the mix of products we sell;
    third party intellectual property infringement claims;
    the highly competitive nature of our markets;
    the pace of technological change;
    natural disasters or terrorist acts;
    assessment of internal controls over financial reporting;
    ability to meet our debt obligations;
    our ability to maintain good relationships with our customers;
    long-term contracts with our customers;
    our compliance with international, federal and state,
    environmental, privacy and other regulations;
    personnel changes;
    performance-based restricted stock units;
    business interruptions;
    system integration disruptions;
    anti-takeover effects in our certificate of incorporation and
    bylaws;
    the unfunded nature of our foreign pension plans and that any
    requirement to fund these plans could negatively impact our cash
    position;
    the effects of our acquisition strategy, such as unanticipated
    accounting charges, which may adversely affect our results of
    operations;
    utilization of our manufacturing capacity;
    disruptions to the availability of raw materials which could
    impact our ability to supply products to our customers;
    costs associated with, and the outcome of, any litigation to
    which we are, or may become, a party;
    product liability claims that may arise, which could result in
    significant costs and damage to our reputation;
    audits of our income tax returns, both in the U.S. and in
    foreign jurisdictions;
    complexity of our legal entity organizational structure; and
    compliance with economic incentive terms in certain government
    grants.   13




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THE
    CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY CREATES
    FLUCTUATIONS IN OUR OPERATING RESULTS.
      quarter-to-quarter period-to-period
  THE
    EFFECTS OF THE CURRENT GLOBAL RECESSIONARY MACROECONOMIC
    ENVIRONMENT HAVE IMPACTED OUR BUSINESS, OPERATING RESULTS AND
    FINANCIAL CONDITION.
   14




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WE
    COULD EXPERIENCE DISRUPTION OF OUR BUSINESS AS WE TRANSITION TO
    A FAB-LITE STRATEGY AND INCREASE DEPENDENCE ON OUTSIDE
    FOUNDRIES, WHERE SUCH FOUNDRIES MAY NOT HAVE ADEQUATE CAPACITY
    TO FULFILL OUR NEEDS AND MAY NOT MEET OUR QUALITY AND DELIVERY
    OBJECTIVES OR MAY ABANDON FABRICATION PROCESSES THAT WE
    REQUIRE.
      
    reduced control over delivery schedules and product costs;
    manufacturing costs that are higher than anticipated;
    inability of our manufacturing subcontractors to develop
    manufacturing methods appropriate for our products and their
    unwillingness to devote adequate capacity to produce our
    products;
    possible abandonment of fabrication processes by our
    manufacturing subcontractors for products that are strategically
    important to us;
    decline in product quality and reliability;
    inability to maintain continuing relationships with our
    suppliers;
    restricted ability to meet customer demand when faced with
    product shortages; and
    increased opportunities for potential misappropriation of our
    intellectual property.         15




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OUR
    REVENUES ARE DEPENDENT ON SELLING THROUGH
    DISTRIBUTORS.
          WE
    BUILD SEMICONDUCTORS BASED ON FORECASTED DEMAND, AND AS A
    RESULT, CHANGES TO FORECASTS FROM ACTUAL DEMAND MAY RESULT IN
    EXCESS INVENTORY OR OUR INABILITY TO FILL CUSTOMER ORDERS ON A
    TIMELY BASIS WHICH MAY HARM OUR BUSINESS.
       16




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OUR
    INTERNATIONAL SALES AND OPERATIONS ARE SUBJECT TO APPLICABLE
    LAWS RELATING TO TRADE AND EXPORT CONTROLS, AND A VIOLATION OF,
    OR CHANGE IN, THESE LAWS COULD ADVERSELY AFFECT OUR
    OPERATIONS.
    WE ARE
    EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES THAT COULD
    NEGATIVELY IMPACT OUR FINANCIAL RESULTS AND CASH FLOWS, AND
    REVENUES AND COSTS DENOMINATED IN FOREIGN CURRENCIES COULD
    ADVERSELY IMPACT OUR OPERATING RESULTS WITH CHANGES IN THESE
    FOREIGN CURRENCIES AGAINST THE DOLLAR.
       17




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WE
    DEPEND ON INDEPENDENT ASSEMBLY CONTRACTORS WHICH MAY NOT HAVE
    ADEQUATE CAPACITY TO FULFILL OUR NEEDS AND WHICH MAY NOT MEET
    OUR QUALITY AND DELIVERY OBJECTIVES.
    WE
    FACE BUSINESS DISRUPTION RISKS AS WELL AS THE RISK OF
    SIGNIFICANT UNANTICIPATED COSTS ASSOCIATED WITH DISPOSAL OR
    RESTRUCTURING ACTIVITIES.
     18




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OUR
    INTENTION TO PURSUE THE SALE OF OUR FABRICATION FACILITY IN
    ROUSSET, FRANCE MAY IN THE FUTURE TRIGGER IMPAIRMENT CHARGES
    AND/OR RESULT IN A LOSS ON SALE OF ASSETS.
    IF WE
    ARE UNABLE TO IMPLEMENT NEW MANUFACTURING TECHNOLOGIES OR FAIL
    TO ACHIEVE ACCEPTABLE MANUFACTURING YIELDS, OUR BUSINESS WOULD
    BE HARMED.
        WE MAY
    FACE THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT
    COULD BE COSTLY TO DEFEND AND RESULT IN LOSS OF SIGNIFICANT
    RIGHTS.
     19




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OUR
    MARKETS ARE HIGHLY COMPETITIVE, AND IF WE DO NOT COMPETE
    EFFECTIVELY, WE MAY SUFFER PRICE REDUCTIONS, REDUCED REVENUES,
    REDUCED GROSS MARGINS AND LOSS OF MARKET SHARE.
      
    our success in designing and manufacturing new products that
    implement new technologies and processes;
    our ability to offer integrated solutions using our advanced
    nonvolatile memory process with other technologies;
    the rate at which customers incorporate our products into their
    systems;
    product introductions by our competitors;
    the number and nature of our competitors in a given market;
    the incumbency of our competitors as potential new customers;
    our ability to minimize production costs by outsourcing our
    manufacturing, assembly and testing functions; and
    general market and economic conditions.    WE
    MUST KEEP PACE WITH TECHNOLOGICAL CHANGE TO REMAIN
    COMPETITIVE.
   20




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OUR
    OPERATING RESULTS ARE HIGHLY DEPENDENT ON OUR INTERNATIONAL
    SALES AND OPERATIONS, WHICH EXPOSES US TO VARIOUS
    RISKS.
    
    greater difficulty in protecting intellectual property;
    reduced flexibility and increased cost of staffing adjustments,
    particularly in France;
    longer collection cycles;
    legal and regulatory requirements, including antitrust laws,
    export license requirements, trade barriers, tariffs and tax
    laws, and environmental and privacy regulations and changes to
    those laws and regulations; and
    general economic and political conditions in these foreign
    markets.       21




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OUR
    OPERATIONS AND FINANCIAL RESULTS COULD BE HARMED BY NATURAL
    DISASTERS OR TERRORIST ACTS.
    A LACK
    OF EFFECTIVE INTERNAL CONTROL OVER FINANCIAL REPORTING COULD
    RESULT IN AN INABILITY TO ACCURATELY REPORT OUR FINANCIAL
    RESULTS, WHICH COULD LEAD TO A LOSS OF INVESTOR CONFIDENCE IN
    OUR FINANCIAL REPORTS AND HAVE AN ADVERSE EFFECT ON OUR STOCK
    PRICE.
      OUR
    DEBT LEVELS COULD HARM OUR ABILITY TO OBTAIN ADDITIONAL
    FINANCING, AND OUR ABILITY TO MEET OUR DEBT OBLIGATIONS WILL BE
    DEPENDENT UPON OUR FUTURE PERFORMANCE.
  debt-to-equity debt-to-equity
     22




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PROBLEMS
    THAT WE EXPERIENCE WITH KEY CUSTOMERS OR DISTRIBUTORS MAY HARM
    OUR BUSINESS.
        WE ARE
    NOT PROTECTED BY LONG-TERM CONTRACTS WITH OUR
    CUSTOMERS.
    WE ARE
    SUBJECT TO ENVIRONMENTAL REGULATIONS, WHICH COULD IMPOSE
    UNANTICIPATED REQUIREMENTS ON OUR BUSINESS IN THE FUTURE. ANY
    FAILURE TO COMPLY WITH CURRENT OR FUTURE ENVIRONMENTAL
    REGULATIONS MAY SUBJECT US TO LIABILITY OR SUSPENSION OF OUR
    MANUFACTURING OPERATIONS.
   23




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WE
    DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF ANY KEY
    PERSONNEL MAY SERIOUSLY HARM OUR BUSINESS.
    ACCOUNTING
    FOR OUR PERFORMANCE-BASED RESTRICTED STOCK UNITS IS SUBJECT TO
    JUDGMENT AND MAY LEAD TO UNPREDICTABLE EXPENSE
    RECOGNITION.
      BUSINESS
    INTERRUPTIONS COULD HARM OUR BUSINESS.
    SYSTEM
    INTEGRATION DISRUPTIONS COULD HARM OUR BUSINESS.
   24




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PROVISIONS
    IN OUR RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS MAY HAVE
    ANTI-TAKEOVER EFFECTS.
    OUR
    FOREIGN PENSION PLANS ARE UNFUNDED, AND ANY REQUIREMENT TO
    FUND THESE PLANS IN THE FUTURE COULD NEGATIVELY IMPACT OUR
    CASH POSITION AND OPERATING CAPITAL.
    FUTURE
    ACQUISITIONS MAY RESULT IN UNANTICIPATED ACCOUNTING CHARGES OR
    OTHERWISE ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND RESULT
    IN DIFFICULTIES IN ASSIMILATING AND INTEGRATING THE OPERATIONS,
    PERSONNEL, TECHNOLOGIES, PRODUCTS AND INFORMATION SYSTEMS OF
    ACQUIRED COMPANIES OR BUSINESSES, OR BE DILUTIVE TO EXISTING
    STOCKHOLDERS.
     25




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WE MAY
    NOT BE ABLE TO EFFECTIVELY UTILIZE ALL OF OUR MANUFACTURING
    CAPACITY, WHICH MAY NEGATIVELY IMPACT OUR
    BUSINESS.
    per-unit
   26




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DISRUPTIONS
    TO THE AVAILABILITY OF RAW MATERIALS CAN IMPACT OUR ABILITY TO
    SUPPLY PRODUCTS TO OUR CUSTOMERS, WHICH COULD SERIOUSLY HARM OUR
    BUSINESS.
    WE
    COULD FACE PRODUCT LIABILITY CLAIMS THAT RESULT IN SIGNIFICANT
    COSTS AND DAMAGE TO OUR REPUTATION WITH CUSTOMERS, WHICH WOULD
    NEGATIVELY IMPACT OUR OPERATING RESULTS.
        THE
    OUTCOME OF CURRENTLY ONGOING AND FUTURE AUDITS OF OUR INCOME TAX
    RETURNS, BOTH IN THE U.S. AND IN FOREIGN JURISDICTIONS, COULD
    HAVE AN ADVERSE EFFECT ON OUR NET INCOME (LOSS) AND FINANCIAL
    CONDITION.
    OUR
    LEGAL ENTITY ORGANIZATIONAL STRUCTURE IS COMPLEX, WHICH COULD
    RESULT IN UNANTICIPATED UNFAVORABLE TAX OR OTHER CONSEQUENCES,
    WHICH COULD HAVE AN ADVERSE AFFECT ON OUR NET INCOME(LOSS) AND
    FINANCIAL CONDITION. WE CURRENTLY HAVE OVER 40 ENTITIES GLOBALLY
    AND SIGNIFICANT INTERCOMPANY LOANS BETWEEN
    ENTITIES.
   27




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IF WE
    ARE UNABLE TO COMPLY WITH ECONOMIC INCENTIVE TERMS IN CERTAIN
    GOVERNMENT GRANTS, WE MAY NOT BE ABLE TO RECEIVE OR RECOGNIZE
    GRANT BENEFITS OR WE MAY BE REQUIRED TO REPAY GRANT BENEFITS
    PREVIOUSLY PAID TO US AND RECOGNIZE RELATED CHARGES, WHICH WOULD
    ADVERSELY AFFECT OUR OPERATING RESULTS AND FINANCIAL
    POSITION.
    CURRENT
    AND FUTURE LITIGATION AGAINST US COULD BE COSTLY AND TIME
    CONSUMING TO DEFEND.
  Form 10-K.
  Form 10-K.
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Number ofBuildings

Location

Total Square Feet

Use1


San Jose, California


291,000


Headquarters offices, research and development, sales and
    marketing, product design, final product testing6


Colorado Springs, Colorado


603,000


Wafer fabrication, research and development, marketing, product
    design, final product testing5


Rousset, France


815,000


Wafer fabrication, research and development, marketing, product
    design, final product testing4


Heilbronn, Germany


778,000


Research and development, marketing and product design,
    primarily leased to other semiconductor companies.2


Calamba City, Philippines


338,000


Final product testing    28




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ITEM 3.
    LEGAL
    PROCEEDINGS    and/or Form 8-K and/or
    and/or Louisiana
    Municipal Employees Retirement System v. Laub
 29




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Zucker v. Laub, Zucker agreement-in-principle Form 8-K agreement-in-principle
    and/or et seq. et seq
     30




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ITEM 4.
    RESERVED PART II  ITEM 5.
    MARKET
    FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    High

LowYear ended December 31, 2008:First Quarter

$
4.32


$
2.96Second Quarter

$
4.47


$
3.21Third Quarter

$
4.34


$
3.19Fourth Quarter

$
4.55


$
2.54Year ended December 31, 2009:First Quarter

$
3.92


$
2.98Second Quarter

$
4.29


$
3.29Third Quarter

$
4.43


$
3.66Fourth Quarter

$
4.76


$
3.68        31




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K. Form 10-K.
  Years Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share data)Net revenues

$
1,217,345


$
1,566,763


$
1,639,237


$
1,670,887


$
1,561,107(Loss) income from continuing operations before income
    taxes(1)(5)(6)


(136,039
)


(20,243
)


55,709



(73,702
)


(62,690
)(Loss) income from continuing operations


(109,498
)


(27,209
)


47,885



(98,651
)


(49,627
)Income from discontinued operations, net of provision for income
    taxes














12,969



16,276Gain on sale of discontinued operations, net of provision for
    income taxes(2)














100,332



Net (loss) income

$
(109,498
)

$
(27,209
)

$
47,885


$
14,650


$
(33,351
)Basic net (loss) income per share:(Loss) income from continuing operations

$
(0.24
)

$
(0.06
)

$
0.10


$
(0.20
)

$
(0.10
)Income from discontinued operations, net of provision for income
    taxes














0.02



0.03Gain on sale of discontinued operations, net of provision for
    income taxes














0.21



Net (loss) income

$
(0.24
)

$
(0.06
)

$
0.10


$
0.03


$
(0.07
)Weighted-average shares used in basic net (loss) income per
    share calculations


451,755



446,504



477,213



487,413



481,534Diluted net (loss) income per share:(Loss) income from continuing operations

$
(0.24
)

$
(0.06
)

$
0.10


$
(0.20
)

$
(0.10
)Income from discontinued operations, net of provision for income
    taxes














0.02



0.03Gain on sale of discontinued operations, net of provision for
    income taxes














0.21



Net (loss) income

$
(0.24
)

$
(0.06
)

$
0.10


$
0.03


$
(0.07
)Weighted-average shares used in diluted net (loss) income per
    share calculations


451,755



446,504



481,737



487,413



481,534   As of December 31,2009

2008

2007

2006

2005Cash and cash equivalents

$
437,509


$
408,926


$
374,130


$
410,480


$
300,323Cash and cash equivalents and short-term investments


476,140



440,633



429,947



466,744



348,255Fixed assets, net(3)


203,219



383,107



579,566



602,290



874,618Total assets


1,392,842



1,530,654



1,702,753



1,818,539



1,933,936Long-term debt and capital leases less current portion(4)


9,464



13,909



20,408



60,333



133,479Stockholders equity


764,407



802,084



823,479



953,894



937,371  32




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(1)
    
    We recorded asset impairment charges (recovery) of
    $80 million, $8 million, $(1) million,
    $83 million and $13 million in the years ended
    December 31, 2009, 2008, 2007, 2006 and 2005, respectively,
    and restructuring charges of $7 million, $71 million,
    $13 million, $9 million, and $4 million in the
    years ended December 31, 2009, 2008, 2007, 2006 and 2005,
    respectively, related to employee termination costs, as well as
    industry changes and the related realignment of our businesses
    in response to those changes. We recorded a gain on sale of
    assets of $0.2 million and $33 million in the years
    ended December 31, 2009 and 2008 and a loss on sale of
    assets of $13 million in the year ended December 31,
    2005. We also recorded $2 million, $1 million,
    $1 million and $30 million in charges for grant
    repayments in the years ended December 31, 2009, 2008, 2007
    and 2006, respectively.(2)
    
    On July 31, 2006, we sold our Grenoble, France, subsidiary
    to e2v technologies plc, a British corporation, for
    approximately $140 million. We recorded a gain on the sale
    of approximately $100 million, net of assets transferred,
    working capital adjustments and accrued income taxes in the year
    ended December 31, 2006.(3)
    
    Fixed assets, net was reduced for the respective periods as a
    result of the asset impairment charges (recovery) discussed in
    (1) above. Additionally, we reclassified $83 million
    and $35 million in fixed assets to assets held for sale as
    of December 31, 2009 and 2006, respectively, relating to
    our fabrication facilities in Rousset, France and Irving, Texas,
    respectively.(4)
    
    On May 23, 2006, substantially all of the convertible notes
    outstanding at the time were redeemed for approximately
    $144 million. The remaining balance of approximately
    $1 million was called by us in June 2006.(5)
    
    On January 1, 2006, we adopted accounting guidance related
    to share-based payment. It required us to measure all employee
    stock-based compensation awards using a fair value method and
    record such expense in our consolidated financial statements. As
    a result, we recorded pre-tax, stock-based compensation expense
    of $30 million, $29 million, $17 million and
    $9 million in the years ended December 31, 2009, 2008,
    2007 and 2006, respectively, excluding acquisition-related stock
    compensation expenses.(6)
    
    On March 6, 2008, we acquired Quantum Research Group Ltd.
    (Quantum) for $96 million, excluding
    $9 million related to adjustments for contingent
    considerations. We recorded $16 million and
    $24 million in acquisition-related charges in the years
    ended December 31, 2009 and 2008, respectively.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion in conjunction with
    our Consolidated Financial Statements and the related
    Notes to Consolidated Financial Statements, and
    Financial Statements and Supplementary Data included
    in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements within the
    meaning of Section 21E of the Securities Exchange Act of
    1934, particularly statements regarding our outlook for fiscal
    2010, our gross margins, anticipated revenues by geographic
    area, operating expenses and capital expenditures, cash flow and
    liquidity measures including the anticipated sale of auction
    rate securities to UBS Financial Services, Inc., factory
    utilization, charges related to and the effect of our strategic
    transactions, restructuring, performance restricted stock units,
    and other strategic efforts, particularly the potential sale of
    portions of our ASIC business, and our expectations regarding
    tax matters and the effects of exchange rates and efforts to
    manage exposure to exchange rate fluctuation. Our actual results
    could differ materially from those projected in the
    forward-looking statements as a result of a number of factors,
    risks and uncertainties, including the risk factors set forth in
    this discussion and in Item 1A  Risk Factors,
    and elsewhere in this
    Form 10-K.
    Generally, the words may, will,
    could, would, anticipate,
    expect, intend, believe,
    seek, estimate, plan,
    view, continue, the plural of such
    terms, the negatives of such terms, or other comparable
    terminology and similar expressions identify forward-looking
    statements. The information included in this
    Form 10-K
    is provided as of the filing date with the Securities and
    Exchange Commission and future events or circumstances could
    differ significantly from the forward-looking statements
    included herein. Accordingly, we caution readers not to place
    undue reliance on such statements. Atmel undertakes no
    obligation to update any forward-looking statements in this
    Form 10-K.
 33




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##### Table of Contents



Overview
    of 2009 Operating Results
                out-of-period out-of-period out-of-period
 34




---



##### Table of Contents



work-in-process
      RESULTS
    OF CONTINUING OPERATIONS
  Years EndedDecember 31, 2009


December 31, 2008


December 31, 2007(In thousands, except percentage of net revenues)Net revenues

$
1,217,345



100.0
%

$
1,566,763



100.0
%

$
1,639,237



100.0
%Gross profit


413,007



33.9
%


590,540



37.7
%


580,231



35.4
%Research and development


212,045



17.4
%


260,310



16.6
%


272,041



16.6
%Selling, general and administrative


221,334



18.2
%


273,196



17.4
%


242,811



14.8
%Acquisition-related charges


16,349



1.3
%


23,614



1.5
%






Charges for grant repayments


1,554



0.1
%


718



0.0
%


1,464



0.1
%Restructuring charges


6,681



0.5
%


71,324



4.6
%


13,239



0.8
%Asset impairment charges (recovery)


79,841



6.6
%


7,969



0.5
%


(1,057
)


(0.1
)%Gain on sale of assets


(164
)


0.0
%


(32,654
)


(2.1
)%






(Loss) income from operations

$
(124,633
)


(10.2
)%

$
(13,937
)


(0.9
)%

$
51,733



3.2
%   Net
    Revenues
   35




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##### Table of Contents



Net
    Revenues  By Operating Segment
    % of Net


Change


% ChangeSegment

2009


Revenues


from 2008


from 2008(In thousands, except percentages)Microcontroller

$
457,797



38
%

$
(64,838
)


(12
)%Nonvolatile Memory


290,936



24
%


(48,303
)


(14
)%RF and Automotive


147,871



12
%


(102,348
)


(41
)%ASIC


320,741



26
%


(133,929
)


(29
)%Net revenues

$
1,217,345



100
%

$
(349,418
)


(22
)%   % of Net


Change


% ChangeSegment

2008


Revenues


from 2007


from 2007Microcontroller

$
522,635



33
%

$
64,407



14
%Nonvolatile Memory


339,239



22
%


(37,436
)


(10
)%RF and Automotive


250,219



16
%


(58,300
)


(19
)%ASIC


454,670



29
%


(41,145
)


(8
)%Net revenues

$
1,566,763



100
%

$
(72,474
)


(4
)%   % of NetSegment

2007


RevenuesMicrocontroller

$
458,228



28
%Nonvolatile Memory


376,675



23
%RF and Automotive


308,519



19
%ASIC


495,815



30
%Net revenues

$
1,639,237



100
%  36




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##### Table of Contents



Microcontroller
      Nonvolatile
    Memory
      RF and
    Automotive
     37




---



##### Table of Contents



ASIC
      Net
    Revenues by Geographic Area
    Change


% Change





Change


% ChangeRegion

2009


from 2008


from 2008


2008


from 2007


from 2007


2007(In thousands, except percentages)Asia

$
607,300


$
(146,823
)


(19
)%

$
754,123


$
(73,295
)


(9
)%

$
827,418Europe


380,979



(187,692
)


(33
)%


568,671



(2,805
)


0
%


571,476United States


209,494



(11,857
)


(5
)%


221,351



1,810



1
%


219,541Other*


19,572



(3,046
)


(13
)%


22,618



1,816



9
%


20,802Total net revenues

$
1,217,345


$
(349,418
)


(22
)%

$
1,566,763


$
(72,474
)


(4
)%

$
1,639,237     *
    
    Primarily includes South Africa, and Central and South America         38




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##### Table of Contents



Revenues
    and Costs  Impact from Changes to Foreign Exchange
    Rates
             39




---



##### Table of Contents



Cost of
    Revenues and Gross Margin
            Research
    and Development
     40




---



##### Table of Contents



Selling,
    General and Administrative
       41




---



##### Table of Contents



Stock-Based
    Compensation
      Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Cost of revenues

$
4,831


$
4,259


$
1,966Research and development


12,088



11,746



4,601Selling, general and administrative


13,139



13,131



10,085Total stock-based compensation expense, before income taxes


30,058



29,136



16,652Tax benefit










Total stock-based compensation expense, net of income taxes

$
30,058


$
29,136


$
16,652       Charges
    for Grant Repayments
     42




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##### Table of Contents



Asset
    Impairment Charges (Recovery) and Gain on Sale of
    Assets
      Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Rousset, France

$
79,841


$



$
Heilbronn, Germany






7,969



North Tyneside, United Kingdom










(1,057
)Total asset impairment charges (recovery)

$
79,841


$
7,969


$
(1,057
)   Rousset,
    France
       43




---



##### Table of Contents



Heilbronn,
    Germany
    North
    Tyneside, United Kingdom
    Acquisition-Related
    Charges
         44




---



##### Table of Contents



Restructuring
    Charges
    January 1,








Currency


December 31,2009








Translation


2009Accrual


Charges


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
1,592


$



$



$



$
1,592Fourth quarter of 2007Other restructuring charges


218



470



(698
)


10



Second quarter of 2008Employee termination costs


235



46



(273
)


(4
)


4Third quarter of 2008Employee termination costs


17,575



87



(16,220
)


(885
)


557Fouth quarter of 2008Employee termination costs


3,438



626



(4,060
)


(4
)


First quarter of 2009Employee termination costs






2,207



(2,393
)


186



Other restructuring charges






389



(71
)






318Second quarter of 2009Employee termination costs






2,856



(2,856
)






Total 2009 activity

$
23,058


$
6,681


$
(26,571
)

$
(697
)

$
2,471   January 1,








Currency


December 31,2008


Charges/





Translation


2008Accrual


(Credits)


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
1,592


$



$



$



$
1,592Fourth quarter of 2006Employee termination costs


1,324



(224
)


(1,172
)


72



Fourth quarter of 2007Employee termination costs


12,759



1,431



(14,749
)


559



Termination of contract with supplier






12,206



(13,019
)


813



Other restructuring charges






20,778



(21,465
)


905



218Second quarter of 2008Employee termination costs






2,990



(2,534
)


(221
)


235Third quarter of 2008Employee termination costs






28,852



(8,921
)


(2,356
)


17,575Fouth quarter of 2008Employee termination costs






5,291



(1,879
)


26



3,438Total 2008 activity

$
15,675


$
71,324


$
(63,739
)

$
(202
)

$
23,058   45




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##### Table of Contents



January 1,








Currency


December 31,2007


Charges/





Translation


2007Accrual


(Credits)


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
8,896


$
(3,071
)

$
(4,233
)

$



$
1,592Fouth quarter of 2006Employee termination costs


7,490



3,305



(9,959
)


488



1,324Fouth quarter of 2007Employee termination costs






12,441







318



12,759Other exit related costs






564



(564
)






Total 2007 activity

$
16,386


$
13,239


$
(14,756
)

$
806


$
15,675   2009
    Restructuring Charges
    
    Net charges of $6 million, related to severance costs
    resulting from involuntary termination of employees. Employee
    severance costs were recorded in accordance with the accounting
    standard related to costs associated with exit or disposal
    activities.
    Charges of $1 million related to facility closure costs.    2008
    Restructuring Charges
      
    Net charges of $38 million related to severance costs
    resulting from involuntary termination of employees.
    Charges of $21 million related to equipment removal and
    facility closure costs. After production activity ceased, we
    utilized employees as well as outside services to disconnect
    fabrication equipment, fulfill equipment performance testing
    requirements of the buyer, and perform facility decontamination
    and other facility closure-related activity, Included in these
    costs are labor costs, facility related costs, outside service
    provider costs, and legal and other fees. Equipment removal,
    building decontamination and closure related cost activities
    were completed as of June 30, 2008.
    Charges of $12 million related to contract termination
    charges, primarily associated with a long-term gas supply
    contract for nitrogen gas utilized in semiconductor
    manufacturing. We are required to pay an early termination
    penalty including de-contamination and removal costs. Other
    contract termination costs related to semiconductor equipment
    support services with minimum payment clauses extending beyond
    the current period.
    Net charges of $1 million related to changes in estimates
    of termination benefits originally recorded.   46




---



##### Table of Contents



2007
    Restructuring Activities
    
    Charges of $11 million related to one-time severance costs
    for involuntary termination of employees.
    Charges of $1 million related to on-going severance costs
    for involuntary termination of employees.
    Charges of $1 million related to other exit related costs.    
    Charges of $2 million related to severance costs for
    involuntary termination of employees.
    Charges of $1 million related to one-time minimum statutory
    termination benefits, including changes in estimates.
    A credit of $3 million related to the settlement of a
    long-term gas supply contract for which the accrual was
    $12 million, originally recorded in the third quarter of
    2002. On May 1, 2007, in connection with the sale of the
    Irving, Texas facility, we paid $6 million to terminate
    this contract, of which $2 million was reimbursed by the
    buyer of the facility.    Interest
    and Other (Expense) Income, Net
        (Benefit
    from) Provision for Income Taxes
  out-of-period
 47




---



##### Table of Contents



out-of-period out-of-period out-of-period
      non-U.S. jurisdictions
         48




---



##### Table of Contents



Liquidity
    and Capital Resources
      Operating
    Activities
        work-in-process
 49




---



##### Table of Contents



Investing
    Activities
    Financing
    Activities
        non-U.S. trade non-U.S. trade
 50




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by Period1-3


3-5Contractual Obligations:

Less than 1 Year


Years


Years


More than 5 Years


Total(In thousands)Notes payable

$



$



$



$
3,484


$
3,484Capital leases


5,485



5,957











11,442Lines of credit


80,000















80,000Total debt obligations


85,485



5,957







3,484



94,926Capital purchase commitments


2,925















2,925Long-term supply agreement obligation(a)


45,031



33,774











78,805Long-term supply agreement obligation(b)


5,943



6,512



716







13,171Estimated pension plan benefit payments (see Note 13)


686



1,040



1,642



8,607



11,975Grants to be repaid


15,058















15,058Restructuring(e)


2,471















2,471Operating leases


14,750



19,261



3,096



281



37,388Acquisition-related payable(c)


4,355















4,355Other long-term obligations(d)


29,910



36,987



20,499



8,822



96,218Total other commitments


121,129



97,574



25,953



17,710



262,366Add: interest


817



217











1,034Total

$
207,431


$
103,748


$
25,953


$
21,194


$
358,326     (a)
    
    This amount relates to the contractual obligation on a supply
    agreement that we entered into with the buyer of our
    manufacturing operations in Heilbronn, Germany facility. The
    wafers are purchased at cost in Euros, which represents the fair
    value at the time of purchase. The commitment is equivalent to
    approximately 55 million Euros.(b)
    
    This amount relates to long term gas supply agreements that we
    have entered into with various suppliers.(c)
    
    We have an obligation to pay certain former Quantum employees
    $4 million in cash (see Note 3 of Notes to
    Consolidated Financial Statements for further discussion).(d)
    
    Other long-term obligations consist principally of future
    repayments of approximately $45 million of advances from
    customers, and $14 million of technology license payments.
    Long-term advances from customers include approximately
    $10 million that is due within 1 year, and has been
    classified within current liabilities (see Note 2 of Notes
    to Consolidated Financial Statements for further discussion).
    The balance is due in annual installments of $10 million
    per year, until repaid in full. The remaining balance is
    primarily related to various other long-term obligations.(e)
    
    Contains all restructuring liabilities as of December 31,
    2009. 51




---



##### Table of Contents



Defined
    Benefit Pension Plans
    Off-Balance
    Sheet Arrangements (Including Guarantees)
     52




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Form 10-K
      Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
     53




---



##### Table of Contents



non-U.S. based
    Allowance
    for Doubtful Accounts and Sales Returns
      Accounting
    for Income Taxes
     54




---



##### Table of Contents



Valuation
    of Inventory
  first-in,
      Fixed
    Assets
  and/or
     55




---



##### Table of Contents



Valuation
    of Goodwill and Intangible Assets
    Stock-Based
    Compensation
    Restructuring
    Charges
    Litigation
   56




---



##### Table of Contents



Valuation
    of Marketable Securities
  other-than-temporary. other-than-temporary,
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk
  available-for-sale,
      TotalVariable-RateDebtOutstanding atPayments by Due Year


December 31,2010


2011


2012


2013


2014


Thereafter


2009(In thousands)60 day USD LIBOR weighted-averageinterest rate
    basis(1)  Revolving lineof credit

$
80,000


$



$



$



$



$



$
80,000Total of 60 day USD LIBOR rate debt

$
80,000


$



$



$



$



$



$
80,00090 day EURIBOR weighted-averageinterest rate basis(1)  Capital leases

$
4,623


$
4,623


$
1,248


$



$



$



$
10,494Total of 90 day USD EURIBOR rate debt

$
4,623


$
4,623


$
1,248


$



$



$



$
10,494Total variable-rate debt

$
84,623


$
4,623


$
1,248


$



$



$



$
90,494     (1)
    
    Actual interest rates include a spread over the basis amount. 57




---



##### Table of Contents



Interest Expense Given an Interest

Interest Expense

Interest Expense Given an InterestRate Decrease by X Basis Points

with No Change in

Rate Increase by X Basis Points150 BPS

100 BPS

50 BPS

Interest Rate

50 BPS

100 BPS

150 BPS(In thousands)Interest expense

$
4,889


$
5,460


$
6,030


$
6,600


$
7,171


$
7,741


$
8,311   Foreign
    Currency Risk
             58




---



##### Table of Contents



Liquidity
    and Valuation Risk
   59




---



##### Table of Contents



ITEM 8.
    CONSOLIDATED
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageConsolidated Financial Statements of Atmel CorporationConsolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


61Consolidated Balance Sheets as of
    December 31, 2009 and 2008


62Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


63Consolidated Statements of Stockholders
    Equity and Comprehensive (Loss) Income for the Years Ended
    December 31, 2009 2008 and 2007


64Notes to Consolidated Financial Statements


65Report of Independent Registered Public
    Accounting Firm


108Financial Statement SchedulesThe following Financial Statement Schedules for
    the years ended December 31, 2009, 2008, and 2007 should be
    read in conjunction with the Consolidated Financial Statements,
    and related notes thereto Schedule II Valuation and
    Qualifying Accounts


109Schedules not listed above have been omitted because they are
    not applicable or are not required or the information required
    to be set forth therein is included in the Consolidated
    Financial Statements or notes theretoSupplementary Financial DataSelected Quarterly Financial Data (unaudited) for
    the Years Ended December 31, 2009 and 2008


110  60




---



##### Table of Contents



Atmel
    Corporation
 Consolidated
    Statements of Operations  Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands, except per share data)Net revenues

$
1,217,345


$
1,566,763


$
1,639,237Operating expensesCost of revenues


804,338



976,223



1,059,006Research and development


212,045



260,310



272,041Selling, general and administrative


221,334



273,196



242,811Acquistion-related charges


16,349



23,614



Charges for grant repayments


1,554



718



1,464Restructuring charges


6,681



71,324



13,239Asset impairment charges (recovery)


79,841



7,969



(1,057
)Gain on sale of assets


(164
)


(32,654
)


Total operating expenses


1,341,978



1,580,700



1,587,504(Loss) income from operations


(124,633
)


(13,937
)


51,733Interest and other (expense) income, net


(11,406
)


(6,306
)


3,976(Loss) income from operations before income taxes


(136,039
)


(20,243
)


55,709Benefit from (provision for) income taxes


26,541



(6,966
)


(7,824
)Net (loss) income

$
(109,498
)

$
(27,209
)

$
47,885Basic net (loss) income per share:Net (loss) income

$
(0.24
)

$
(0.06
)

$
0.10Weighted-average shares used in basic net (loss) income per
    share calculations


451,755



446,504



477,213Diluted net (loss) income per share:Net (loss) income

$
(0.24
)

$
(0.06
)

$
0.10Weighted-average shares used in diluted net (loss) income per
    share calculations


451,755



446,504



481,737    61




---



##### Table of Contents



Atmel
    Corporation
 Consolidated
    Balance Sheets  December 31,


December 31,2009


2008(In thousands, except par value)ASSETSCurrent assetsCash and cash equivalents

$
437,509


$
408,926Short-term investments


38,631



31,707Accounts receivable, net of allowance for doubtful accounts of
    $11,930 and $14,996, respectively


194,099



184,698Inventories


226,296



324,016Current assets held for sale


16,139



Prepaids and other current assets


83,434



77,542Total current assets


996,108



1,026,889Fixed assets, net


203,219



383,107Goodwill


56,408



51,010Intangible assets, net


29,841



34,121Non-current assets held for sale


83,260



Other assets


24,006



35,527Total assets

$
1,392,842


$
1,530,654LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt and capital lease obligations

$
85,462


$
131,132Trade accounts payable


105,692



116,392Accrued and other liabilities


152,572



207,017Current liabilities held for sale


11,284



Deferred income on shipments to distributors


44,691



41,512Total current liabilities


399,701



496,053Long-term debt and capital lease obligations, less current
    portion


9,464



13,909Long-term liabilities held for sale


4,014



Other long-term liabilities


215,256



218,608Total liabilities


628,435



728,570Commitments and contingencies (Note 11)Stockholders equityPreferred stock; par value $0.001; Authorized:
    5,000 shares; no shares issued and outstanding






Common stock; par value $0.001; Authorized:
    1,600,000 shares;Shares issued and outstanding: 454,586 at December 31, 2009
    and 448,872 at December 31, 2008


455



449Additional paid-in capital


1,284,140



1,238,796Accumulated other comprehensive income


140,470



113,999Accumulated deficit


(660,658
)


(551,160
)Total stockholders equity


764,407



802,084Total liabilities and stockholders equity

$
1,392,842


$
1,530,654    62




---



##### Table of Contents



Atmel
    Corporation
 Consolidated
    Statements of Cash Flows  Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Cash flows from operating activitiesNet (loss) income

$
(109,498
)

$
(27,209
)

$
47,885Adjustments to reconcile net (loss) income to net cash provided
    by operating activitiesDepreciation and amortization


70,621



134,796



128,773Gain on sale or disposal of fixed assets and other non-cash
    charges






(35,671
)


(1,102
)Non-cash asset impairment charges (recovery)


79,841



3,025



(1,057
)Deferred taxes


(15,132
)


1,130



3,039Other non-cash losses (gains), net


6,563



(813
)


404(Recovery of) provision for doubtful accounts receivable


(3,066
)


12,330



(212
)Accretion of interest on long-term debt


569



1,468



912In-process research and development charges






1,047



Stock-based compensation expense


37,619



35,437



16,652Changes in operating assets and liabilities, net of acquisitionAccounts receivable


(6,680
)


15,625



17,719Inventories


84,765



19,843



(14,682
)Current and other assets


10,175



36,266



35,994Trade accounts payable


38



(102,852
)


15,689Accrued and other liabilities


(49,014
)


(10,215
)


(46,728
)Income taxes payable


11,787



5,074



(8,261
)Deferred income on shipments to distributors


3,179



21,804



852Net cash provided by operating activities


121,767



111,085



195,877Cash flows from investing activitiesAcquisitions of fixed assets


(31,750
)


(44,365
)


(69,730
)Proceeds from the sale of North Tyneside assets and other
    assets, net of selling costs






79,543



3,000Proceeds from sale of manufacturing facilities, net of selling
    costs










34,714Acquisition of Quantum Research Group, net of cash acquired


(3,362
)


(98,585
)


Acquisitions of intangible assets


(10,800
)


(1,250
)


(900
)Purchases of marketable securities


(34,820
)


(27,120
)


(12,865
)Sales or maturities of marketable securities


39,001



37,823



14,420Increases in long-term restricted cash


(1,850
)






Net cash used in investing activities


(43,581
)


(53,954
)


(31,361
)Cash flows from financing activitiesPrincipal payments on debt


(6,177
)


(18,086
)


(108,840
)(Repayment of) proceeds from bank line of credit


(45,000
)






100,000Repurchase of common stock










(250,151
)Proceeds from issuance of common stock


9,746



10,520



9,160Tax payments related to shares withheld for vested restricted
    stock units


(4,074
)


(1,764
)


Proceeds from financing related to sale of manufacturing
    facilities










42,951Net cash used in financing activities


(45,505
)


(9,330
)


(206,880
)Effect of exchange rate changes on cash and cash equivalents


(4,098
)


(13,005
)


6,014Net increase (decrease) in cash and cash equivalents


28,583



34,796



(36,350
)Cash and cash equivalents at beginning of the year


408,926



374,130



410,480Cash and cash equivalents at end of year

$
437,509


$
408,926


$
374,130Supplemental cash flow disclosures:Interest paid

$
4,464


$
9,137


$
8,176Income taxes paid


7,222



18,833



34,780Supplemental non-cash investing and financing activities
    disclosures:Decreases in accounts payable related to fixed asset purchases


(2,777
)


(6,611
)


(9,544
)(Decreases) increases in liabilities related to intangible
    assets purchases


(4,800
)


(930
)


17,778    63




---



##### Table of Contents



Atmel
    Corporation
 Consolidated
    Statements of Stockholders Equity and Comprehensive (Loss)
    Income  Accumulated OtherCommon Stock


Additional


Comprehensive


AccumulatedShares


Par Value


Paid-In Capital


Income


Deficit


Total(In thousands)Balances, December 31, 2006


488,844


$
489


$
1,418,004


$
107,237


$
(571,836
)


953,894Comprehensive income:Net income


















47,885



47,885Actuarial gain related to defined benefit pension plans














6,861







6,861Unrealized gains on investments, net of tax














681







681Foreign currency translation adjustments














38,361







38,361Total comprehensive income






















93,788Stock-based compensation expense










16,788











16,788Exercise of stock options


3,604



4



9,156











9,160Vested restricted stock units


312



















Repurchase of common stock


(48,923
)


(49
)


(250,102
)










(250,151
)Balances, December 31, 2007


443,837


$
444


$
1,193,846


$
153,140


$
(523,951
)

$
823,479Comprehensive loss:Net loss


















(27,209
)


(27,209
)Actuarial gain related to defined benefit pension plans














4,079







4,079Pension adjustment for sale of Heilbronn manufacturing facilites
    (see Note 16)














(2,970
)






(2,970
)Unrealized losses on investments, net of tax














(1,231
)






(1,231
)Foreign currency translation adjustments














(39,019
)






(39,019
)Total comprehensive loss






















(66,350
)Stock-based compensation expense










35,793











35,793Issuance of common stock for the acquisition of Quantum Research
    Group


126







405











405Exercise of stock options


1,376



1



3,187











3,188Issuance of common stock under employee stock purchase plan


2,431



3



7,329











7,332Vested restricted stock units


1,558



1















1Shares withheld for employee taxes related to vested restricted
    stock units


(456
)






(1,764
)










(1,764
)Balances, December 31, 2008


448,872


$
449


$
1,238,796


$
113,999


$
(551,160
)

$
802,084Comprehensive loss:Net loss


















(109,498
)


(109,498
)Actuarial gain related to defined benefit pension plans














413







413Unrealized gains on investments, net of tax














327







327Foreign currency translation adjustments














25,731







25,731Total comprehensive loss






















(83,027
)Stock-based compensation expense










37,730











37,730Exercise of stock options


1,206



1



3,262











3,263Issuance of common stock under employee stock purchase plan


2,139



2



6,481











6,483Common stock issued in lieu of 2008 bonus awards


632



1



1,944











1,945Vested restricted stock units


3,014



3















3Shares withheld for employee taxes related to vested restricted
    stock units


(1,277
)


(1
)


(4,073
)










(4,074
)Balances, December 31, 2009


454,586


$
455


$
1,284,140


$
140,470


$
(660,658
)

$
764,407    64




---



##### Table of Contents



Atmel
    Corporation



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(In
    thousands, except per share data, employee data, and where
    otherwise indicated)  Note 1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Nature
    of Operations
  non-U.S. original
  Principles
    of Consolidation
    Use of
    Estimates
    Fair
    Value of Financial Instruments
  and/or
  Cash
    and Cash Equivalents
     65




---



##### Table of Contents



Investments
  available-for-sale, Available-for-sale available-for-sale
  other-than-temporary,
  Accounts
    Receivable
    Inventories
  first-in,
  Fixed
    Assets
    Building and improvements

10 to 20 yearsMachinery, equipment and software

2 to 5 yearsFurniture and fixtures

5 years    66




---



##### Table of Contents



Investments
    in Privately-Held Companies
    other-than-temporary.
  Revenue
    Recognition
    non-U.S. based
  Royalty
    Expense Recognition
   67




---



##### Table of Contents



Grant
    Recognition
    Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Cost of revenues

$
58


$
1,688


$
1,685Research and development expenses


11,198



21,603



18,038Total

$
11,256


$
23,291


$
19,723     Advertising
    Costs
    Foreign
    Currency Translation
    Stock-Based
    Compensation
   68




---



##### Table of Contents



Valuation
    of Goodwill and Intangible Assets
    Certain
    Risks and Concentrations
    period-to-period
    Income
    Taxes
     69




---



##### Table of Contents



Long-Lived
    Assets
      Net
    (Loss) Income Per Share
    Product
    Warranties
    Research
    and Development
    Recent
    Accounting Pronouncements
   70




---



##### Table of Contents



Form 10-K
      Note 2
    BALANCE
    SHEET DETAILS    December 31,


December 31,2009


2008(In thousands)Raw materials and purchased parts

$
11,525


$
14,959Work-in-progress


135,415



206,126Finished goods


79,356



102,931$
226,296


$
324,016       December 31,


December 31,2009


2008(In thousands)Value-added tax receivable

$
21,106


$
22,190Deferred income tax assets


26,430



12,658Grants receivable


4,898



5,645Income tax receivable


3,717



7,735Prepaid income taxes


3,077



4,759Other


24,206



24,555$
83,434


$
77,542  71




---



##### Table of Contents



December 31,


December 31,2009


2008(In thousands)Investments in privately-held companies

$
8,179


$
8,282Deferred income tax assets, net of current portion


2,988



3,921Long-term investments (including auction-rate securities)


2,266



12,871Other


10,573



10,453$
24,006


$
35,527     December 31,


December 31,2009


2008(In thousands)Accrued salaries and benefits and other employee related

$
45,675


$
77,014Advance payments from customer


10,000



10,000Income taxes payable


5,441



4,689Deferred income tax liability, current portion


4,158



2,731Deferred grants


7,167



8,066Grants to be repaid


15,058



13,303Warranty accruals and accrued returns, royalties and licenses


11,549



15,248Accrued restructuring


2,471



23,058Acquisition-related payable (See Note 3)


3,871



14,072Other


47,182



38,836$
152,572


$
207,017     December 31,


December 31,2009


2008(In thousands)Advance payments from customer

$
34,668


$
44,668Income taxes payable


116,404



104,996Accrued pension liability


24,154



26,043Long-term technology license payable


10,740



13,850Deferred income tax liability, non-current portion


12,566



11,630Other


16,724



17,421$
215,256


$
218,608      72




---



##### Table of Contents



Note 3
    BUSINESS
    COMBINATION      (In thousands)Cash

$
88,106Fair value of common stock issued


405Direct transaction costs


7,34595,856Adjustments for contingent consideration met


8,684Total estimated purchase price

$
104,540           March 6,2008(In thousands)Goodwill

$
59,215Other intangible assets


31,002Tangible assets acquired and liabilities assumed:Cash and cash equivalents


2,188Accounts receivable


3,070Inventory


966Prepaids and other current assets


149Fixed assets


455Trade accounts payable


(1,013
)Accrued liabilities


(1,223
)In-process research and development


1,047$
95,856  73




---



##### Table of Contents



CumulativeDecember 31,


Translation


December 31,2008


Adjustments


2009(In thousands)Goodwill

$
51,010


$
5,398


$
56,408   Contingent


CumulativeMarch 6,


Consideration


Translation


December 31,2008


Met


Adjustments


2008(In thousands)Goodwill

$
59,215


$
8,684


$
(16,889
)

$
51,010         CumulativeDecember 31,


Translation


December 31,2008


Adjustments


2009(In thousands)Other intangible assets:Customer relationships

$
15,788


$
(361
)

$
15,427Developed technology


5,064



(116
)


4,948Tradename


869



(20
)


849Non-compete agreement


729



77



806Backlog


346



37



383$
22,796


$
(383
)

$
22,413   CumulativeMarch 6,


Translation


December 31,2008


Adjustments


2008(In thousands)Other intangible assets:Customer relationships

$
21,482


$
(5,694
)

$
15,788Developed technology


6,880



(1,816
)


5,064Tradename


1,180



(311
)


869Non-compete agreement


990



(261
)


729Backlog


470



(124
)


346$
31,002


$
(8,206
)

$
22,796  74




---



##### Table of Contents



Accumulated





EstimatedGross Value


Amortization


Net


Useful Life(In thousands, except for years)Other intangible assets:Customer relationships

$
15,427


$
(5,657
)

$
9,770



5 yearsDeveloped technology


4,948



(1,814
)


3,134



5 yearsTradename


849



(849
)






3 yearsNon-compete agreement


806



(296
)


510



5 yearsBacklog


383



(383
)






< 1 year$
22,413


$
(8,999
)

$
13,414       Years EndedDecember 31,December 31, 2009


2008(In thousands)Amortization of intangible assets

$
4,917


$
5,556In-process research and development






1,047Compensation-related expense  cash


3,871



10,710Compensation-related expense  stock


7,561



6,301$
16,349


$
23,614        75




---



##### Table of Contents



Pro
    Forma Results
    Note 4
    INVESTMENTS    available-for-sale
  December 31,


December 31,2009


2008Book Value


Fair Value


Book Value


Fair Value(In thousands)Corporate equity securities

$
87


$
132


$
87


$
165Auction-rate securities


5,370



5,392
*


8,795



8,795
*Corporate debt securities and other obligations


33,506



35,373



34,089



35,618$
38,963


$
40,897


$
42,971


$
44,578Unrealized gains


1,987







1,721Unrealized losses


(53
)






(114
)Net unrealized gains


1,934







1,607Fair value

$
40,897






$
44,578Amount included in short-term investments





$
38,631






$
31,707Amount included in other assets






2,266







12,871$
40,897






$
44,578     *
    
    Includes the fair value of the Put Option of $98 and $323 at
    December 31, 2009 and 2008, respectively, related to an
    offer from UBS to purchase auction-rate securities of $3,150 and
    $6,575 at December 31, 2009 and 2008, respectively.       76




---



##### Table of Contents



available-for-sale
  available-for-sale
  (In thousands)Due within one year

$
28,338Due in 1-5 years


8,318Due in 5-10 years


Due after 10 years


2,220Total

$
38,876     Note 5
    FIXED
    ASSETS    December 31,


December 31,2009


2008(In thousands)Land

$
27,643


$
27,475Buildings and improvements


539,670



604,608Machinery and equipment


758,386



1,371,793Furniture and fixtures


153,025



159,146Construction-in-progress


4,160



1,682$
1,482,884


$
2,164,704Less: Accumulated depreciation and amortization


(1,279,665
)


(1,781,597
)$
203,219


$
383,107        77




---



##### Table of Contents



Note 6
    INTANGIBLE
    ASSETS, NET    December 31,


December 31,2009


2008(In thousands)Core/licensed technology

$
90,718


$
84,718Accumulated amortization


(74,291
)


(69,208
)Total technology licenses


16,427



15,510Acquisition-related intangible assets


22,413



22,796Accumulated amortization


(8,999
)


(4,185
)Total acquisition-related intangible assets


13,414



18,611Total intangible assets, net

$
29,841


$
34,121       Technology


Acquisition-RelatedYears Ending December 31:

Licenses


Intangible Assets


Total(In thousands)2010

$
5,417


$
4,236


$
9,6532011


4,719



4,236



8,9552012


4,353



4,236



8,5892013


1,938



706



2,644Total future amortization

$
16,427


$
13,414


$
29,841   Note 7
    BORROWING
    ARRANGEMENTS    December 31,


December 31,2009


2008(In thousands)Various interest-bearing notes and term loans

$
3,484


$
2,835Bank lines of credit


80,000



125,000Capital lease obligations


11,442



17,206Total

$
94,926


$
145,041Less: current portion of long-term debt and capital lease
    obligations


(85,462
)


(131,132
)Long-term debt and capital lease obligations due after one year

$
9,464


$
13,909  78




---



##### Table of Contents



Years Ending December 31:(In thousands)2010

$
86,3032011


4,9102012


1,2632013


2014


Thereafter


3,48495,960Less: amount representing interest


(1,034
)Total

$
94,926   non-U.S. trade non-U.S. trade
        Note 8
    STOCK-BASED
    COMPENSATION  Option
    and Employee Stock Purchase Plans
   79




---



##### Table of Contents



Outstanding Options

Weighted-Exercise

AverageAvailable

Number of

Price

Exercise Pricefor Grant

Options

Per Share

Per Share(In thousands, except per share data)Balances, December 31, 2006


13,300



31,320


$
1.68-$24.44


$
5.79Restricted stock units issued


(4,130
)










Options granted


(7,195
)


7,195


$
4.35-$6.05



4.99Options cancelled/expired/forfeited


4,129



(4,129
)

$
1.68-$24.44



7.24Options exercised






(3,604
)

$
1.68-$5.75



2.54Balances, December 31, 2007


6,104



30,782


$
1.68-$24.44


$
5.81Authorized additional shares available for grant


58,000











Restricted stock units issued


(8,098
)










Performance-based restricted stock units issued


(9,914
)










Adjustment for restricted stock units issued


(14,049
)










Options granted


(5,150
)


5,150


$
3.24-$4.37



3.70Options cancelled/expired/forfeited


3,293



(3,293
)

$
1.98-$24.44



6.52Options exercised






(1,376
)

$
1.68-$4.19



2.32Balances, December 31, 2008


30,186



31,263


$
1.68-$24.44


$
5.54Restricted stock units issued


(8,951
)










Performance-based restricted stock units issued


(83
)










Adjustment for restricted stock units issued


(7,046
)










Restricted stock units cancelled


1,766











Adjustment for restricted stock units cancelled


1,377











Options granted


(3,167
)


3,167


$
3.49-4.43



4.31Options cancelled/expired/forfeited


14,396



(14,396
)

$
1.80-24.44



7.02Options exercised






(1,206
)

$
1.80-4.35



2.71Balances, December 31, 2009


28,478



18,828


$
1.68-$24.44


$
4.38    80




---



##### Table of Contents



Restricted
    Stock Units
    Weighted-AverageNumber of

Fair ValueShares

Per Share(In thousands, except per share data)Restricted stock units issued


4,280


$
5.28Restricted stock units vested


(312
)


4.72Balance, December 31, 2007


3,968



5.32Restricted stock units issued


8,098



4.27Performance-based restricted stock units issued


9,914



3.94Restricted stock units vested


(1,558
)


4.12Balance, December 31, 2008


20,422



4.33Restricted stock units issued


8,951



4.18Performance-based restricted stock units issued


83



3.63Restricted stock units vested


(3,646
)


3.83Restricted stock units cancelled


(750
)


3.90Performance-based restricted stock units cancelled


(1,016
)


3.78Balance, December 31, 2009


24,044


$
4.38          81




---



##### Table of Contents



Options Outstanding


Options ExercisableWeighted-











Weighted-Average


Weighted-








Average


Weighted-Range of





Remaining


Average


Aggregate





Remaining


Average


AggregateExercise


Number


Contractual


Exercise


Intrinsic


Number


Contractual


Exercise


IntrinsicPrice


Outstanding


Term (Years)


Price


Value


Exercisable


Term (Years)


Price


Value(In thousands, except per share prices and life data)$1.68-2.85



1,888



3.51


$
2.20


$
4,545



1,887



3.51


$
2.20


$
4,5452.90-3.29



2,318



6.40



3.26



3,126



1,718



5.74



3.27



2,3073.32-3.70



1,906



8.13



3.34



2,421



979



7.98



3.35



1,2323.86-4.20



2,050



8.72



4.16



907



661



8.69



4.16



2954.23-4.43



3,321



8.21



4.34



895



478



7.83



4.35



1214.56-4.89



2,895



6.97



4.81



2



2,073



6.84



4.82



24.92-5.75



2,319



6.02



5.38







1,683



5.92



5.48



5.85-7.76



1,908



6.45



6.37







1,389



6.29



6.41



8.02-21.47



221



1.02



13.10







221



1.02



13.10



24.44-24.44



2



0.21



24.44







2



0.21



24.44



18,828



6.83


$
4.38


$
11,896



11,091



5.93


$
4.41


$
8,502           Years EndedDecember 31,

December 31,

December 31,2009

2008

2007Risk-free interest rate


2.38
%


3.00
%


4.26
%Expected life (years)


5.58



5.58



5.68Expected volatility


55
%


55
%


59
%Expected dividend yield










  82




---



##### Table of Contents



Employee
    Stock Purchase Plan
      Years EndedDecember 31,

December 31,

December 31,2009

2008

2007Risk-free interest rate


0.35
%


2.08
%


4.09
%Expected life (years)


0.50



0.50



0.50Expected volatility


73
%


39
%


34
%Expected dividend yield










    83




---



##### Table of Contents



Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Employee stock options

$
11,419


$
15,126


$
12,844Employee stock purchase plan


2,208



1,721



613Restricted stock units


16,542



12,645



3,331Amounts capitalized in inventory


(111
)


(356
)


(136
)$
30,058


$
29,136


$
16,652       Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Cost of revenues

$
4,831


$
4,259


$
1,966Research and development


12,088



11,746



4,601Selling, general and administrative


13,139



13,131



10,085Total stock-based compensation expense, before income taxes


30,058



29,136



16,652Tax benefit










Total stock-based compensation expense, net of income taxes

$
30,058


$
29,136


$
16,652         Tender
    Offer
   84




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##### Table of Contents



Note 9
    STOCKHOLDER
    RIGHTS PLAN    Note 10
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME    December 31,


December 31,2009


2008(In thousands)Foreign currency translation

$
135,839


$
110,108Actuarial gains related to defined benefit pension plans


2,697



2,284Net unrealized gains on investments


1,934



1,607Total accumulated other comprehensive income

$
140,470


$
113,999     Note 11
    COMMITMENTS
    AND CONTINGENCIES  Commitments
  Leases
     85




---



##### Table of Contents



Operating


CapitalYears Ending December 31:

Leases, Net


Leases(In thousands)2010

$
14,750


$
5,9402011


11,093



4,9102012


8,168



1,2632013


1,983



2014


1,113



Thereafter


281



$
37,388



12,113Less: amount representing interest






(671
)Total capital lease






11,442Less: current portion






(5,462
)Capital lease due after one year





$
5,980   Indemnifications
        Purchase
    Commitments
   86




---



##### Table of Contents



Contingencies
  Litigation
    and/or and/or
    and/or Louisiana
    Municipal Employees Retirement System v. Laub
 87




---



##### Table of Contents



Zucker v. Laub, Zucker agreement-in-principle Form 8-K). agreement-in-principle
    and/or et seq. et seq
       88




---



##### Table of Contents



Other
    Contingencies
  Form 10-K.
    Income
    Tax Contingencies
   89




---



##### Table of Contents



Product
    Warranties
      Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Balance at beginning of period

$
5,579


$
6,789


$
4,773Accrual for warranties during the period, net of change in
    estimates


3,190



4,936



8,919Actual costs incurred


(4,544
)


(6,146
)


(6,903
)Balance at end of period

$
4,225


$
5,579


$
6,789     Guarantees
   90




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##### Table of Contents



Note 12
    INCOME
    TAXES    Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)U.S.

$
(119,143
)

$
(116,340
)

$
(149,491
)Foreign


(16,896
)


96,097



205,200(Loss) income from operations before income taxes

$
(136,039
)

$
(20,243
)

$
55,709     Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Federal

Current

$
9,300


$
7,385


$
7,042Deferred










574State

Current


52



36



29Deferred










Foreign

Current


(20,761
)


(1,585
)


(2,286
)Deferred


(15,132
)


1,130



2,465(Benefit from) provision for income taxes



$
(26,541
)

$
6,966


$
7,824     December 31,


December 31,2009


2008(In thousands)Deferred income tax assets:Fixed assets

$
27,670


$
120,520Intangible assets






126Unrealized foreign exchange translation losses


22,184



17,358Deferred income on shipments to distributors


5,029



12,315Stock-based compensation


14,746



15,011Accrued liabilities


12,290



26,070Net operating losses


83,526



117,005Research and development, foreign tax and other tax credits


80,306



140,270Other






600Total deferred income tax assets


245,751



449,275Deferred income tax liabilitiesIntangible assets


(859
)


Fixed assets


(34,678
)


(24,502
)Other


(113
)


Total deferred tax liabilities


(35,650
)


(24,502
)Less valuation allowance


(197,407
)


(422,555
)Net deferred income tax assets

$
12,694


$
2,218Reported as:Current deferred tax assets(1)

$
26,430


$
12,658Current deferred tax liabilities(2)


(4,158
)


(2,731
)Non-current deferred tax assets(3)


2,988



3,921Non-current deferred tax liabilities(4)


(12,566
)


(11,630
)Net deferred tax assets

$
12,694


$
2,218  91




---



##### Table of Contents



(1)
    
    Included within Prepaids and other current assets on the
    consolidated balance sheet.(2)
    
    Included within Accrued and other liabilities on the
    consolidated balance sheet.(3)
    
    Included within Other assets on the consolidated balance sheet.(4)
    
    Included within Other long-term liabilities on the consolidated
    balance sheet.      As PreviouslyReported

Revised(In thousands)Net operating losses

$
244,660


$
117,005Research and development and other tax credits


63,349



140,270Valuation allowance


(473,289
)


(422,555
)     non-U.S. subsidiaries,
    December 31,

December 31,

December 31,2009

2008

2007U.S. Federal statutory income tax rate


35.00
%


35.00
%


35.00
%State tax


(2.61
)


(0.18
)


(0.05
)Effect of foreign operations


(38.84
)


18.58



(45.46
)Recognition of tax credits


46.77



175.23



(46.59
)Net operating loss and future deductions not currently benefited


(30.34
)


(182.03
)


40.95Provision for tax settlements and withholding taxes


14.02



(77.71
)


26.10Other


(4.50
)


(3.31
)


4.09Effective tax provision rate


19.50
%


(34.42
)%


14.04
%   out-of-period
 92




---



##### Table of Contents



out-of-period out-of-period out-of-period
      non-U.S. jurisdictions
    Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Balance at January 1

$
215,978



189,440



215,675Tax Positions Related to Current Year:Additions


12,619



25,161



16,584Tax Positions Related to Prior Years:Additions


10,899



19,484



Reductions


(5,731
)


(7,561
)


(21,017
)Lapse of Statute of Limitation


(401
)


(714
)


Settlements


(50,812
)


(9,832
)


(21,802
)Balance at December 31

$
182,552


$
215,978


$
189,440  93




---



##### Table of Contents



and/or
 94




---



##### Table of Contents



Note 13
    PENSION
    PLANS          Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Service costs during the period

$
1,477


$
2,107


$
2,622Interest costs on projected benefit obligation


1,469



2,944



2,530Amortization of actuarial (gain) loss


(100
)


85



123Curtailment and other related gains






(4,513
)


Net pension expenses

$
2,846


$
623


$
5,275       December 31,


December 31,2009


2008(In thousands)Projected benefit of obligation at beginning of the year

$
26,808


$
52,579Service costs


1,477



2,107Interest costs


1,469



2,944Transfer related to Heilbronn, Germany sale






(20,817
)Curtailment and other related gains






(4,513
)Actuarial (loss) gain


(1,205
)


332Benefits paid


(505
)


(1,027
)Foreign currency exchange rate changes


810



(4,797
)Projected benefit obligation at end of the year

$
28,854


$
26,808Accumulated benefit obligation at end of the year

$
22,416


$
19,561    95




---



##### Table of Contents



Years EndedDecember 31,

December 31,

December 31,2009

2008

2007Assumed discount rate


4.9-5.8
%


5.8-6.3
%


5.5-5.7
%Assumed compensation rate of increase


2.2-4.0
%


3.0-4.0
%


2.0-4.0
%       Years Ending December 31:(In thousands)2010

$
6862011


5872012


4532013


5992014


1,0432015 through 2019


8,607$
11,975         Executive
    Deferred Compensation Plan
   96




---



##### Table of Contents



401(k)
    Tax Deferred Savings Plan
    Note 14
    OPERATING
    AND GEOGRAPHICAL SEGMENTS    
    Microcontrollerssegment includes a variety of
    proprietary and standard microcontrollers, the majority of which
    contain embedded nonvolatile memory, integrated analog
    peripherals and capacitive touch sensing libraries. This segment
    also includes products with military and aerospace applications.
    In March 2008, the Company acquired Quantum, a supplier of
    capacitive sensing IP solutions. Results from the acquired
    operations are considered complementary to sales of
    microcontroller products and are included in this segment.
    Nonvolatile Memoriessegment consists predominantly of
    serial interface electrically erasable programmable read-only
    memory (SEEPROM) and serial interface Flash memory
    products. This segment also includes parallel interface Flash
    memories as well as mature parallel interface electrically
    erasable programmable read-only memory (EEPROM) and
    erasable programmable ready-only memory (EPROM)
    devices. This segment also includes products with military and
    aerospace applications.
    Radio Frequency (RF) and Automotivesegment
    includes products designed for the automotive industry. This
    segment produces and sells wireless and wired devices for
    industrial, consumer and automotive applications and it also
    provides foundry services which produce radio frequency products
    for the mobile telecommunication market.
    Application Specific Integrated Circuit (ASIC)segment includes custom application specific integrated
    circuits designed to meet specialized single-customer
    requirements for their high performance devices in a broad
    variety of specific applications. This segment also encompasses
    a range of products which provide security for digital data
    transaction, including smart cards for mobile phones, set top
    boxes, banking and national identity cards. The Company also
    develops application specific standard products
    (ASSP) for high reliability space applications,
    power management and secure crypto memory products.   97




---



##### Table of Contents



Information
    about Reportable Segments
  Micro-

Nonvolatile

RF andControllers

Memories

Automotive

ASIC

Total(In thousands)Year ended December 31, 2009Net revenues from external customers

$
457,797


$
290,936


$
147,871


$
320,741


$
1,217,345Segment (loss) income from operations


(1,741
)


10,255



(8,402
)


(20,484
)

$
(20,372
)Year ended December 31, 2008Net revenues from external customers

$
522,635


$
339,239


$
250,219


$
454,670


$
1,566,763Segment income (loss) from operations


34,419



29,362



4,983



(11,730
)


57,034Year ended December 31, 2007Net revenues from external customers

$
458,228


$
376,675


$
308,519


$
495,815


$
1,639,237Segment income (loss) from operations


27,718



40,015



18,778



(21,132
)


65,379     Reconciliation
    of Segment Information to Consolidated Statements of
    Operations
  Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Total segment (loss) income from operations

$
(20,372
)

$
57,034


$
65,379Unallocated amounts:Acquisition-related charges


(16,349
)


(23,614
)


Charges for grant repayments


(1,554
)


(718
)


(1,464
)Restructuring charges


(6,681
)


(71,324
)


(13,239
)Asset impairment recovery (charges)


(79,841
)


(7,969
)


1,057Gain on sale of assets


164



32,654



Consolidated (loss) income from operations

$
(124,633
)

$
(13,937
)

$
51,733     Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)United States

$
209,494


$
221,351


$
219,541Germany


167,808



253,325



227,311France


73,926



134,502



154,866United Kingdom


10,034



17,580



33,844Japan


35,691



76,625



90,767China, including Hong Kong


342,172



363,206



375,544Singapore


54,221



95,517



153,102Rest of Asia-Pacific


175,217



218,775



208,005Rest of Europe


129,210



163,264



155,455Rest of the World


19,572



22,618



20,802Total net revenues

$
1,217,345


$
1,566,763


$
1,639,237  98




---



##### Table of Contents



December 31,


December 31,2009


2008(In thousands)United States

$
105,017


$
126,959Germany


21,408



23,377France


35,505



200,799United Kingdom


4,949



6,978Asia-Pacific


37,726



34,049Rest of Europe


17,366



13,756Total

$
221,971


$
405,918     Note 15
    CHARGES
    FOR GRANT REPAYMENTS      Note 16
    ASSETS
    HELD FOR SALE, ASSET IMPAIRMENT CHARGES AND GAIN ON SALE OF
    ASSETS   99




---



##### Table of Contents



Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Rousset, France

$
79,841


$



$
Heilbronn, Germany






7,969



North Tyneside, United Kingdom










(1,057
)Total asset impairment charges (recovery)

$
79,841


$
7,969


$
(1,057
)   Rousset,
    France
       100




---



##### Table of Contents



December 31,2009(In thousands)Current assetsInventory

$
16,139Total current assets held for sale


16,139Fixed Assets


83,260Total non current assets held for sale


83,260Total assets held for sale

$
99,399Current liabilitiesAccrued and other liabilities

$
11,284Total current liabilities held for sale


11,284Pension liability


4,014Total non-current liabilities held for sale


4,014Total liabilities held for sale

$
15,298   Heilbronn,
    Germany
    North
    Tyneside, United Kingdom
   101




---



##### Table of Contents



Note 17
    RESTRUCTURING
    CHARGES    January 1,








Currency


December 31,2009








Translation


2009Accrual


Charges


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
1,592


$



$



$



$
1,592
(2)Fourth quarter of 2007Other restructuring charges


218



470



(698
)


10



Second quarter of 2008Employee termination costs


235



46



(273
)


(4
)


4Third quarter of 2008Employee termination costs


17,575



87



(16,220
)


(885
)


557Fouth quarter of 2008Employee termination costs


3,438



626



(4,060
)


(4
)


First quarter of 2009Employee termination costs






2,207



(2,393
)


186



Other restructuring charges






389



(71
)






318Second quarter of 2009Employee termination costs






2,856



(2,856
)






Total 2009 activity

$
23,058


$
6,681


$
(26,571
)

$
(697
)

$
2,471
(1)     (1)
    
    Accrued restructuring charges are classified within accrued and
    other liabilities on the consolidated balance sheets and are
    expected to be paid prior to December 31, 2010.(2)
    
    Relates to a contractual obligation, which is currently subject
    to litigation.  January 1,








Currency


December 31,2008


Charges/





Translation


2008Accrual


(Credits)


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
1,592


$



$



$



$
1,592Fourth quarter of 2006Employee termination costs


1,324



(224
)


(1,172
)


72



Fourth quarter of 2007Employee termination costs


12,759



1,431



(14,749
)


559



Termination of contract with supplier






12,206



(13,019
)


813



Other restructuring charges






20,778



(21,465
)


905



218Second quarter of 2008Employee termination costs






2,990



(2,534
)


(221
)


235Third quarter of 2008Employee termination costs






28,852



(8,921
)


(2,356
)


17,575Fouth quarter of 2008Employee termination costs






5,291



(1,879
)


26



3,438Total 2008 activity

$
15,675


$
71,324


$
(63,739
)

$
(202
)

$
23,058   102




---



##### Table of Contents



January 1,








Currency


December 31,2007


Charges/





Translation


2007Accrual


(Credits)


Payments


Adjustment


Accrual(In thousands)Third quarter of 2002Termination of contract with supplier

$
8,896


$
(3,071
)

$
(4,233
)

$



$
1,592Fouth quarter of 2006Employee termination costs


7,490



3,305



(9,959
)


488



1,324Fouth quarter of 2007Employee termination costs






12,441







318



12,759Other exit related costs






564



(564
)






Total 2007 activity

$
16,386


$
13,239


$
(14,756
)

$
806


$
15,675   2009
    Restructuring Charges
    
    Net charges of $5,822, related to severance costs resulting from
    involuntary termination of employees. Employee severance costs
    were recorded in accordance with the accounting standard related
    to costs associated with exit or disposal activities.
    Charges of $859 related to facility closure costs.    2008
    Restructuring Charges
      
    Net charges of $37,657 related to severance costs resulting from
    involuntary termination of employees.
    Charges of $20,778 related to equipment removal and facility
    closure costs. After production activity ceased, the Company
    utilized employees as well as outside services to disconnect
    fabrication equipment, fulfill equipment performance testing
    requirements of the buyer, and perform facility decontamination
    and other facility closure-related activity, Included in these
    costs are labor costs, facility related costs, outside service
    provider costs, and legal and other fees. Equipment removal,
    building decontamination and closure related cost activities
    were completed as of June 30, 2008.
    Charges of $12,206 related to contract termination charges,
    primarily associated with a long-term gas supply contract for
    nitrogen gas utilized in semiconductor manufacturing. The
    Company is required to pay an early termination penalty
    including de-contamination and removal costs. Other contract
    termination costs related to semiconductor equipment support
    services with minimum payment clauses extending beyond the
    current period.
    Net charges of $683 related to changes in estimates of
    termination benefits originally recorded. 103




---



##### Table of Contents



2007
    Restructuring Activities
    
    Charges of $11,084 related to one-time severance costs for
    involuntary termination of employees.
    Charges of $1,357 related to on-going severance costs for
    involuntary termination of employees.
    Charges of $564 related to other exit related costs.    
    Charges of $2,050 related to severance costs for involuntary
    termination of employees.
    Charges of $1,255 related to one-time minimum statutory
    termination benefits, including changes in estimates.
    A credit of $3,071 related to the settlement of a long-term gas
    supply contract for which the accrual was $12,437, originally
    recorded in the third quarter of 2002. On May 1, 2007, in
    connection with the sale of the Irving, Texas facility, the
    Company paid $5,600 to terminate this contract, of which $1,700
    was reimbursed by the buyer of the facility.    Note 18
    NET
    (LOSS) INCOME PER SHARE      Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands, except per share data)Net (loss) income

$
(109,498
)

$
(27,209
)

$
47,885Weighted-average shares  basic


451,755



446,504



477,213Incremental shares and share equivalents










4,524Weighted-average shares  diluted


451,755



446,504



481,737Net (loss) income per share:BasicNet (loss) income per share  basic

$
(0.24
)

$
(0.06
)

$
0.10DilutedNet (loss) income per share  diluted

$
(0.24
)

$
(0.06
)

$
0.10  104




---



##### Table of Contents



Years EndedDecember 31,

December 31,

December 31,2009

2008

2007(In thousands)Employee stock options and restricted stock units outstanding


51,788



47,690



32,668Incremental shares and share equivalents










(4,524
)Incremental shares and share equivalents excluded from per share
    calculation


51,788



47,690



28,144   Note 19
    INTEREST
    AND OTHER (EXPENSE) INCOME, NET    Years EndedDecember 31,


December 31,


December 31,2009


2008


2007(In thousands)Interest and other income

$
1,845


$
10,973


$
16,716Interest expense


(6,600
)


(12,340
)


(12,351
)Foreign exchange transaction losses


(6,651
)


(4,939
)


(389
)Total

$
(11,406
)

$
(6,306
)

$
3,976   Note 20
    ACCELERATED
    SHARE REPURCHASE PROGRAM      Note 21
    FAIR
    VALUES OF ASSETS AND LIABILITIES   105




---



##### Table of Contents



Fair
    Value Hierarchy
    
    Level 1  Valuation is based upon quoted
    prices for identical instruments traded in active markets.
    Level 2  Valuation is based upon quoted
    prices for similar instruments in active markets, quoted prices
    for identical or similar instruments in markets that are not
    active, and model-based valuation techniques for which all
    significant assumptions are observable in the market.
    Level 3  Valuation is generated from
    model-based techniques that use significant assumptions not
    observable in the market. These unobservable assumptions reflect
    our own estimates of assumptions that market participants would
    use in pricing the asset or liability. Valuation techniques
    include use of option pricing models, discounted cash flows
    models and similar techniques.    December 31, 2009Total


Level 1


Level 2


Level 3(In thousands)AssetsCorporate equity securities

$
132


$
132


$



$
Auction-rate securities


5,392











5,392Corporate debt securities and other obligations


35,373







35,373



Deferred compensation plan assets


3,109



3,109







Total

$
44,006


$
3,241


$
35,373


$
5,392     December 31, 2008Total


Level 1


Level 2


Level 3(In thousands)AssetsCorporate equity securities

$
165


$
165


$



$
Auction-rate securities


8,795











8,795Corporate debt securities and other obligations


35,618







35,618



Deferred compensation plan assets


2,971



2,971







Total

$
47,549


$
3,136


$
35,618


$
8,795    106




---



##### Table of Contents



available-for-sale
    Balance at








Balance atJanuary 1,


Total Unrealized


Sales and Other


December 31,2009


Gains


Settlements


2009(In thousands)Auction-rate securities

$
8,795


$
22


$
(3,425
)

$
5,392Total

$
8,795


$
22


$
(3,425
)

$
5,392   Balance at








Balance atJanuary 1,


Total Unrealized


Sales and Other


December 31,2008


Losses


Settlements


2008(In thousands)Auction-rate securities

$
29,057


$
(530
)

$
(19,732
)

$
8,795Total

$
29,057


$
(530
)

$
(19,732
)

$
8,795  107




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Report of
    Independent Registered Public Accounting Firm    Internal Control 
    Integrated Framework
      PricewaterhouseCoopers LLP
   108




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##### Table of Contents



Schedule II
  ATMEL
    CORPORATION
 VALUATION
    AND QUALIFYING ACCOUNTS
    For the years ended December 31, 2009, 2008 and
    2007  Balance at

Charged



Balance atBeginning

(Credited)

Deductions -

Endof Year

to Expense

Write-offs

of Year(In thousands)Allowance for doubtful accounts receivable:Year ended December 31, 2009

$
14,996


$
(3,066
)

$



$
11,930Year ended December 31, 2008


3,111



12,330



(445
)


14,996Year ended December 31, 2007


3,605



(212
)


(282
)


3,111  109




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##### Table of Contents



UNAUDITED
    QUARTERLY FINANCIAL INFORMATION    First


Second


Third


FourthYear Ended December 31, 2009(1)

Quarter


Quarter


Quarter


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

$
271,493


$
284,542


$
317,730


$
343,580Gross profit


95,405



91,824



98,739



127,039Net income (loss)

$
3,626


$
(12,407
)

$
(17,450
)

$
(83,267
)Basic net income (loss) per share:Net income (loss)

$
0.01


$
(0.03
)

$
(0.04
)

$
(0.18
)Weighted-average shares used in basic net income (loss) per
    share calculations


449,685



450,891



452,322



454,040Diluted net income (loss) per share:Net income (loss)

$
0.01


$
(0.03
)

$
(0.04
)

$
(0.18
)Weighted-average shares used in diluted net income (loss) per
    share calculations


456,431



450,891



452,322



454,040   First


Second


Third


FourthYear Ended December 31, 2008(2)

Quarter


Quarter


Quarter


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

$
411,237


$
420,908


$
400,008


$
334,610Gross profit


146,054



153,526



158,009



132,951Net income

$
6,788


$
(4,907
)

$
(4,738
)

$
(24,352
)Basic net income per share:Net income

$
0.02


$
(0.01
)

$
(0.01
)

$
(0.05
)Weighted-average shares used in basic net income per share
    calculations


444,670



445,793



447,013



448,524Diluted net income per share:Net income

$
0.02


$
(0.01
)

$
(0.01
)

$
(0.05
)Weighted-average shares used in diluted net income per share
    calculations


447,643



445,793



447,013



448,524     (1)
    
    The Company recorded charges for grant repayments of
    $0.3 million, $0.3 million, $0.2 million and
    $0.8 million in the quarters ended December 31, 2009,
    September 30, 2009, June 30, 2009 and March 31,
    2009, respectively. The Company recorded restructuring charges
    of $1 million, $1 million, $2 million and
    $2 million in the quarters ended December 31, 2009,
    September 30, 2009, June 30, 2009 and March 31,
    2009, respectively. The Company recorded loss on sale of assets
    of $0.2 million in the quarter ended March 31, 2009.
    The Company recorded acquisition-related charges of
    $4 million, $4 million, $4 million and
    $5 million in the quarters ended December 31, 2009,
    September 30, 2009, June 30, 2009 and March 31,
    2009, respectively. The Company recorded an asset impairment
    charge of $80 million in the quarter ended
    December 31, 2009.Included in the net loss for the quarter ended December 31,
    2009 was an out-of-period adjustment of $10 million to
    record income tax expense relating to prior periods, of which
    $9 million related to prior years and $1 million
    related to prior quarters in 2009. In addition, in the quarter
    ended June 30, 2009, the Company recorded an out-of-period
    adjustment of $1 million to correct alternative minimum tax
    liabilities that were overstated in 2008. As a result of the
    additional out-of-period adjustments noted above, income tax
    expense for 110




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##### Table of Contents



the fourth quarter of 2009 totaled $10.5 million. See
    Note 12 of Notes to Consolidated Financial Statements for
    further discussion.(2)
    
    The Company recorded charges (credit) for grant repayments of
    $0.3 million, $0.3 million, $0.3 million and
    $(0.2) million in the quarters ended December 31,
    2008, September 30, 2008, June 30, 2008 and
    March 31, 2008, respectively. The Company recorded
    restructuring charges of $8 million, $27 million,
    $9 million and $28 million in the quarters ended
    December 31, 2008, September 30, 2008, June 30,
    2008 and March 31, 2008, respectively. The Company recorded
    gain (loss) on sale of assets of $3 million,
    $(1) million and $31 million in the quarters ended
    December 31, 2008, June 30, 2008 and March 31,
    2008, respectively. The Company recorded acquisition-related
    charges of $7 million, $7 million, $7 million and
    $4 million in the quarters ended December 31, 2008,
    September 30, 2008, June 30, 2008 and March 31,
    2008, respectively. The Company recorded asset impairment
    charges of $8 million in the quarter ended
    September 30, 2008.Effective July 1, 2008, the Company entered into agreements
    with certain European distributors that allow additional rights,
    including future price concessions at the time of resale, price
    protection, and the right to return products upon termination of
    the distribution agreement. As a result of uncertainties over
    finalization of pricing for shipments to these distributors,
    revenues and related costs will be deferred until the products
    are sold by the distributors to their end customers. The Company
    considers that the sale prices are not fixed or
    determinable at the time of shipment to these distributors.The objective of the conversion to a sell-through
    revenue recognition model is to enable the Company to better
    manage end-customer pricing, track design registrations for
    proprietary products, and improve our visibility into
    distribution inventory and sales levels. The Company expects
    that this conversion will result in improved operating results
    for the Company and its distribution partners in the future.
    Management estimates that the impact of this change lowered net
    revenues and cost of revenues by $20 million and
    $9 million, respectively, in the quarter ended
    September 30, 2008, and $6 million and
    $4 million, respectively, in the quarter ended
    December 31, 2008. 111




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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  Evaluation
    of Effectiveness of Disclosure Controls and Procedures
  Form 10-K, Rule 13a-15(e) Rule 15d-15(e) Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Internal Control  Integrated
    Framework Internal Control 
    Integrated Framework
  Form 10-K.
  Limitations
    on the Effectiveness of Controls
    Changes
    in Internal Control over Financial Reporting
   112




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
    MATTERS  Executive
    Officers of the Registrant
    Name

Age

PositionSteven Laub


51


President and Chief Executive Officer and DirectorTsung-Ching Wu


59


Executive Vice President, Office of the President and DirectorWalter Lifsey


51


Executive Vice President, OperationsStephen Cumming


39


Vice President Finance and Chief Financial OfficerPatrick Reutens


51


Senior Vice President, Chief Legal Officer and SecretaryJean Vaylet


62


Vice President and General Manager, ASIC SegmentRod Erin


61


Vice President, RF and Automotive and Non-Volatile Memory
    SegmentsDavid McCaman


52


Vice President Finance and Chief Accounting Officer   Steven Laub,
  Tsung-Ching
  Walter Lifsey
  Stephen Cumming
 113




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##### Table of Contents



Patrick Reutens
  Jean Vaylet
  Rod Erin
  David McCaman
    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   114




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
  Financial Statements Form 10-K.
  Financial Statement Schedules Form 10-K.
  Exhibits Form 10-K Form 10-K.
     115




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##### Table of Contents



SIGNATURES  Form 10-K
    By:
    /s/  STEVEN
    LAUB     March 1,
    2010
  POWER OF
    ATTORNEY
  Form 10-K
  Form 10-K
  Signature

Title/s/  Steven
    LaubSteven
    Laub

President, Chief Executive Officer and Director(principal executive officer)/s/  Stephen
    CummingStephen
    Cumming

Vice President Finance and Chief Financial Officer(principal financial officer)/s/  David
    McCamanDavid
    McCaman

Vice President Finance and Chief Accounting Officer(principal accounting officer)/s/  Tsung-Ching
    WuTsung-Ching
    Wu

Director/s/  Dr. Edward
    RossDr. Edward
    Ross

Director/s/  David
    SugishitaDavid
    Sugishita

Director/s/  Papken
    Der TorossianPapken
    Der Torossian

Director/s/  Jack
    L. SaltichJack
    L. Saltich

Director/s/  Charles
    CarinalliCharles
    Carinalli

Director  116




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##### Table of Contents



EXHIBIT INDEX  3
.1

Restated Certificate of Incorporation of Registrant (which is
    incorporated herein by reference to Exhibit 3.2 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on February 8, 2010).3
.2

Amended and Restated Bylaws of Registrant (which is incorporated
    herein by reference to Exhibit 3.1 to the Registrants
    Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on April 14, 2009).10
.1+

Form of Indemnification Agreement between Registrant and its
    officers and directors (which is incorporated herein by
    reference to Exhibit 10.4 to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 1999, Commission File
    No. 0-19032).10
.2+

Form of Indemnification Agreement between Registrant and its
    officers and directors (which is incorporated herein by
    reference to Exhibit 10.7 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.3+

1991 Employee Stock Purchase Plan, as amended (which is
    incorporated herein by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, Commission File
    No. 0-19032).10
.4+

2005 Stock Plan, as amended (which is incorporated herein by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on May 27, 2009).10
.5+

2005 Stock Plan forms of option agreement (which is incorporated
    herein by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.6+

2005 Stock Plan forms of restricted stock unit agreement (which
    is incorporated herein by reference to Exhibit 10.3 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.7+

2005 Stock Plan forms of performance restricted stock unit
    agreement (which is incorporated herein by reference to
    Exhibit 10.4 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.8+

Description of Amendment of Certain Option Agreements (which is
    incorporated herein by reference to Item 5.02 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on April 12, 2007).10
.9+

Description of Amendment of Certain Option Agreements (which is
    incorporated herein by reference to Item 5.02 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on April 15, 2008).10
.10+

Stock Option Fixed Exercise Date Forms (which are incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on January 8, 2007 and Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on April 15, 2008).10
.11+

Amendment and Restatement of Employment Agreement, effective as
    of May 31, 2009 and dated as of June 3, 2009, between
    Registrant and Steven Laub (which is incorporated herein by
    reference to Exhibit 10.5 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.12+

Offer Letter, dated June 16, 2008, between Registrant and
    Stephen Cumming (which is incorporated herein by reference to
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, Commission File
    No. 0-19032).10
.13+

Description of Fiscal 2009 Executive Bonus Plan (which is
    incorporated herein by reference to Item 5.02 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on June 23, 2009).10
.14+

Change of Control and Severance Plan (which is incorporated
    herein by reference to Exhibit 10.6 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, Commission File
    No. 0-19032).10
.15

Facility Agreement, dated as of March 15, 2006, by and
    among the Registrant, Atmel Sarl, Atmel Switzerland Sarl, the
    financial institutions listed therein, and Bank of America,
    N.A., as facility agent and security agent (which is
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    (Commission File
    No. 0-19032)
    filed on March 21, 2006). 117




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10
.16

Facility Agreement Amendment and Waiver, dated November 6,
    2009, by and among Atmel SARL, Atmel Corporation, Atmel
    Switzerland Sarl and Bank of America, N.A.10
.17

Agreement for the Sale and Purchase of Property, dated
    October 8, 2007, by and among Atmel North Tyneside Limited,
    Atmel Corporation, Highbridge Business Park Limited and
    Highbridge Properties Plc (which is incorporated herein by
    reference to Exhibit 10.14 to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007, Commission File
    No. 0-19032).10
.18

Agreement for the Sale and Purchase of Certain Assets, dated
    October 8, 2007, by and among Atmel North Tyneside Limited,
    Atmel Corporation, and Taiwan Semiconductor Manufacturing
    Company Limited (which is incorporated herein by reference to
    Exhibit 10.15 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007, Commission File
    No. 0-19032).10
.19

Agreement in Relation to the Removal of Equipment, dated
    October 8, 2007, by and among Atmel North Tyneside Limited,
    Atmel Corporation, Highbridge Business Park Limited, Highbridge
    Properties Plc., and Taiwan Semiconductor Manufacturing Company
    Limited (which is incorporated herein by reference to
    Exhibit 10.16 to the Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2007, Commission File
    No. 0-19032).10
.20*

Share Purchase Agreement, dated February 6, 2008, by and
    among Atmel Corporation, Atmel UK Holdings Limited, QRG Limited
    and Mr. Harald Phillip (which is incorporated herein by
    reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, Commission File
    No. 0-19032).21
.1

Subsidiaries of Registrant.23
.1

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm.24
.1

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

Certification of Chief Executive Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and 15d-14(a).31
.2

Certification of Chief Financial Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and 15d-14(a).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 2002.32
.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     +
    
    Indicates management compensatory plan, contract or arrangement.*
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment granted by the Commission. 118