##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
      FORM 10-K
      þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934.For the fiscal year ended December 31,
    2010oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934.For the transition period from
    
    to
    .   Commission file number:
    000-26966
  ADVANCED ENERGY INDUSTRIES,
    INC.
 (Exact name of registrant as specified in its
    charter)
  Delaware

84-0846841(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)1625 Sharp Point Drive, Fort Collins, CO

80525(Address of principal executive offices)

(Zip Code)   (970) 221-4670
    Title of each class

Name of each exchange on which
    registeredCommon Stock, $0.001 par value

NASDAQ Global Select Market    o þ
  o þ
  þ o
  Regulation S-T  o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

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

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




---



##### 





ADVANCED
    ENERGY INDUSTRIES, INC.FORM 10-K
    TABLE OF CONTENTS
  PagePART I


3ITEM 1. BUSINESS


3ITEM 1A. RISK FACTORS


10ITEM 1B. UNRESOLVED STAFF COMMENTS


22ITEM 2. PROPERTIES


22ITEM 3. LEGAL PROCEEDINGS


23ITEM 4. REMOVED AND RESERVED


23PART II


23ITEM 5. MARKET FOR REGISTRANTS COMMON
    EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
    EQUITY SECURITIES


23ITEM 6. SELECTED FINANCIAL DATA


25ITEM 7. MANAGEMENTS DISCUSSION AND
    ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


25ITEM 7A. QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK


40ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA


42ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
    ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


77ITEM 9A. CONTROLS AND PROCEDURES


77ITEM 9B. OTHER INFORMATION


78PART III


78ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
    THE REGISTRANT


78ITEM 11. EXECUTIVE COMPENSATION


78ITEM 12. SECURITY OWNERSHIP OF CERTAIN
    BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
    MATTERS


78ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS


78ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
    SERVICES


79PART IV


79ITEM 15. EXHIBITS, FINANCIAL STATEMENT
    SCHEDULES


79SIGNATURES


84EX-10.37EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  Unless the context otherwise requires, as used in this
    Form 10-K,
    references to Advanced Energy, the
    Company, we, us or our
    refer to Advanced Energy Industries, Inc. and its consolidated
    subsidiaries.
  ITEM 1.
    BUSINESS  Overview
      ®
    970-407-4670.
  Products
    and Services
      THIN-FILM
    DEPOSITION POWER CONVERSION AND THERMAL
    INSTRUMENTATION
   3




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##### Table of Contents



SOLAR
    INVERTERS
    GLOBAL
    SUPPORT SERVICES
  out-of-warranty
  Markets
    SEMICONDUCTOR
    CAPITAL EQUIPMENT
    SOLAR
    INVERTERS
  on-site
 4




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SOLAR
    PANEL CAPITAL EQUIPMENT
    FLAT
    PANEL DISPLAY CAPITAL EQUIPMENT
  3-dimensional
  DATA
    STORAGE CAPITAL EQUIPMENT
    ARCHITECTURAL
    GLASS CAPITAL EQUIPMENT
    INDUSTRIAL
    PRODUCTS CAPITAL EQUIPMENT
    Customers
   5




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##### Table of Contents



Backlog
  just-in-time
  and/or
  Marketing,
    Sales and Distribution
      Years Ended December 31,Sales to external
    customers:

2010


2009


2008(In thousands)United States

$
270,606


$
71,439


$
122,474Peoples Republic of China


48,024



11,372



19,646Other Asian countries


88,872



55,081



94,934Asia


136,896



66,453



114,580Germany


47,339



19,949



42,657Other European Countries


4,573



4,005



5,455Europe


51,912



23,954



48,112Total sales

$
459,414


$
161,846


$
285,166     Manufacturing
   6




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##### Table of Contents



(1)
    selecting and qualifying alternate suppliers for key parts using
    rigorous technical and commercial evaluation of suppliers
    products and business processes including testing its components
    performance, quality and reliability on our power conversion
    product at our customers and their customers processes. The
    qualification process follows industry standard practices such
    as copy exactly used in the Semiconductor industry;(2)
    monitoring the financial condition of key suppliers;(3)
    maintaining appropriate inventories of key parts;(4)
    qualifying new parts on a timely basis; and(5)
    locating certain manufacturing operations in areas that are
    closer to suppliers and customers.  Intellectual
    Property
        
    Measurement, control, and protection means for Thin Film power
    conversion systems, and
    Anti-islanding methods, ground fault detection and inverter
    architectures for solar inverter systems.   7




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We are
    highly dependent on our intellectual property
  Competition
          Research
    and Development
        Employees
   8




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Effect of
    Environmental Laws
      Website
    Access
  www.advancedenergy.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov Form 10-K
  Special
    Note Regarding Forward-Looking Statements
  Form 10-K Form 10-K,
  Form 10-K
  
    our future revenues;
    our future sales, including backlog orders;
    our future gross profit;
    reducing our operating breakeven point;
    market acceptance of our products;
    the fair value of our assets and financial instruments;
    research and development expenses;
    selling, general and administrative expenses;
    sufficiency and availability of capital resources;
    capital expenditures;
    adequacy of our reserve for excess and obsolete inventory;
    adequacy of our warranty reserves;
    restructuring activities and expenses; 9




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##### Table of Contents




    general global economic conditions; and
    industry trends.    Executive
    Officers of the Registrant
    30-year
     ITEM 1A. RISK
    FACTORS   10




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##### Table of Contents



Raw
    material, part, component and subassembly shortages, exacerbated
    by our dependence on sole and limited source suppliers, could
    affect our ability to manufacture products and systems and could
    delay our shipments.
    
    the inability to obtain an adequate supply of required parts,
    components or subassemblies;
    supply shortages, if a sole or limited source provider ceases
    operations;
    the need to fund the operating losses of a sole or limited
    source provider;
    reduced control over pricing and timing of delivery of raw
    materials and parts, components or subassemblies;
    the need to qualify alternative suppliers; and
    the inability of our suppliers to develop technologically
    advanced products to support our growth and development of new
    products.  end-of-life
  Our
    orders of raw materials, parts, components and subassemblies are
    based on demand forecasts.
   11




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We
    generally have no long-term contracts with our customers
    requiring them to purchase any specified quantities from
    us.
    We are
    exposed to risks associated with worldwide financial markets and
    the global economy.
    Our orders of raw materials, parts, components and
    subassemblies are based on demand forecasts
  The
    industries in which we compete are subject to volatile and
    unpredictable cycles.
   12




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Cyclicality
    in the semiconductor equipment industry impacts our results of
    operations.
      We are
    exposed to risks as a result of ongoing changes specific to the
    solar inverter industry.
  The
    industries in which we compete are subject to volatile and
    unpredictable cycles,
   13




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Businesses,
    consumers and utilities might not adopt alternative energy
    solutions as a means for providing or obtaining their
    electricity and power needs.
  On-site
  on-site
  
    market acceptance of PV systems that incorporate our solar
    inverter products;
    the cost competitiveness of these systems;
    regulatory requirements; and
    the emergence of newer, more competitive technologies and
    products.    We
    might make substantial capital expenditures and commitments to
    meet anticipated demand for our solar inverters.
    A
    significant portion of our sales and accounts receivable are
    concentrated among a few customers.
   14




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Market
    pressures may reduce or eliminate our
    profitability.
    If we
    are unable to adjust our business strategy successfully for some
    of our product lines to reflect the increasing price sensitivity
    on the part of our customers, our business and financial
    condition could be harmed.
    The
    markets in which we operate are highly
    competitive.
      Our
    competitive position could be weakened if we are unable to
    convince end users to specify that our products be used in the
    equipment sold by our customers.
    We
    must achieve design wins to retain our existing customers and to
    obtain new customers, although design wins achieved do not
    necessarily result in substantial sales.
   15




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Our
    products may suffer from defects or errors leading to damage or
    warranty claims.
    We
    conduct manufacturing at only a few sites and our sites are not
    generally interchangeable.
      We are
    subject to risks inherent in international
    operations.
    
    our ability to effectively manage our employees at remote
    locations who are operating in different business environments
    from the United States;
    our ability to develop and maintain relationships with suppliers
    and other local businesses; 16




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
    compliance with product safety requirements and standards that
    are different from those of the United States;
    variations and changes in laws applicable to our operations in
    different jurisdictions, including enforceability of
    intellectual property and contract rights;
    trade restrictions, political instability, disruptions in
    financial markets and deterioration of economic conditions;
    customs regulations and the import and export of goods
    (including, but not limited to, any United States imposition of
    antidumping or countervailing duty orders, safeguards, remedies
    or compensation with respect to our products or subcomponents of
    our products, particularly those produced in the PRC);
    the ability to provide sufficient levels of technical support in
    different locations;
    our ability to obtain business licenses that may be needed in
    international locations to support expanded operations;
    timely collecting accounts receivable from foreign customers
    including $67.7 million in accounts receivable from foreign
    customers as of December 31, 2010 ; and
    changes in tariffs, taxes and foreign currency exchange rates.    Our
    operations in the Peoples Republic of China are subject to
    significant political and economic uncertainties over which we
    have little or no control and may be unable to alter our
    business practice in time to avoid reductions in
    revenues.
      We
    transitioned a significant amount of our supply base to Asian
    suppliers.
   17




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We
    have entered into contract manufacturing relationships with
    international suppliers for certain of our inverter
    products.
    Changes
    in tax rules, tax liabilities or utilization of our deferred tax
    assets could materially affect our results.
    Feed-in
    tariff and other subsidy cuts could impact revenue growth in the
    renewable energy markets.
    Unfavorable
    currency exchange rate fluctuations may lead to lower operating
    margins, or may cause us to raise prices, which could result in
    reduced sales.
   18




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Changes
    in the value of the Chinese yuan could impact the cost of our
    operation in Shenzhen, PRC.
    We are
    highly dependent on our intellectual property.
      We
    have been, and in the future may again be, involved in
    litigation. Litigation is costly and could result in further
    restrictions on our ability to conduct business or an inability
    to prevent others from using technology or make use of market
    relationships we have developed.
    
    substantial costs in the form of legal fees, fines and royalty
    payments;
    restrictions on our ability to sell certain products or in
    certain markets;
    an inability to prevent others from using technology we have
    developed; and
    a need to redesign products or seek alternative marketing
    strategies. 19




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Funds
    associated with our marketable securities that we have
    traditionally held as short-term investments may not be liquid
    or readily available.
    Our
    intangible assets may become impaired.
    We are
    subject to numerous governmental regulations.
    
    we could be subject to fines;
    our production or shipments could be suspended; and
    we could be prohibited from offering particular products in
    specified markets.    Recently
    enacted financial reform legislation will result in new laws and
    regulations that may increase our costs of
    operations.
   20




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The
    market price of our common stock has fluctuated and may continue
    to fluctuate for reasons over which we have no
    control.
    Our
    Chairman of the Board owns a significant percentage of our
    outstanding common stock, which could enable him to influence
    our business and affairs, and future sales of our common stock
    by our Chairman of the Board may negatively affect the market
    price of our common stock.
    The
    loss of any of our key personnel could significantly harm our
    results of operations and competitive position.
    Activities
    necessary to integrate acquisitions may result in costs in
    excess of current expectations or be less successful than
    anticipated.
    The
    disposition of the
    Aera®

    mass flow control business and related product lines may impact
    our ongoing business relationships.
  ®
 21




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##### Table of Contents



ITEM 1B. UNRESOLVED
    STAFF COMMENTS   ITEM 2. PROPERTIES    Location

Principal Activity

OwnershipFort Collins, CO

Corporate headquarters, research and development, manufacturing,
    distribution, sales and service

LeasedAustin, TX

Distribution and service

LeasedBend, OR

Research and development, manufacturing, distribution, sales and
    service

LeasedDallas, TX

Distribution and service

LeasedSan Jose, CA

Distribution, sales and service

LeasedVancouver, WA

Research and development, manufacturing, distribution, sales and
    service

LeasedShanghai, China

Distribution and sales

LeasedShenzhen, China

Manufacturing and distribution

LeasedDresden, Germany

Sales

LeasedFilderstadt, Germany

Distribution, sales and service

LeasedHwasung Kyunggi-do, South Korea

Distribution, sales and service

LeasedSungnam City, South Korea

Distribution, sales and service

OwnedTaipei, Taiwan

Distribution, sales and service

LeasedHachioji, Japan

Research and development, distribution, sales and service

LeasedHiroshima, Japan

Service

LeasedOsaka, Japan

Sales

LeasedTohuko, Japan

Sales and service

Leased  22




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ITEM 3. LEGAL
    PROCEEDINGS     ITEM 4. REMOVED
    AND RESERVED  PART II ITEM 5. MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES



Principal
    Market and Price Range of Common Stock      2010

2009High

Low

High

LowFirst Quarter

$
16.66


$
13.12


$
10.42


$
5.49Second Quarter

$
17.43


$
11.50


$
10.35


$
7.73Third Quarter

$
18.16


$
11.99


$
14.44


$
9.34Fourth Quarter

$
15.13


$
11.47


$
15.08


$
10.93   Dividend
    Policy
   23




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##### Table of Contents



Performance
    Graph
    COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Advanced Energy Industries,
    Inc., the NASDAQ Composite Index and
 the PHLX Semiconductor Index
  
     12/05


12/06


12/07


12/08


12/09


12/10Advanced Energy Industries, Inc.


$
100.00


$
159.51


$
110.57


$
84.11


$
127.47


$
115.30NASDAQ Composite



100.00



111.16



124.64



73.80



107.07



125.99PHLX Semiconductor



100.00



94.47



102.99



56.15



91.67



103.11  24




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##### Table of Contents



ITEM 6. SELECTED
    FINANCIAL DATA  Form 10-K
  Years Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share data)Consolidated Statements of
    Operations Data:Sales

$
459,414


$
161,846


$
285,166


$
330,686


$
353,370Operating income (loss)


65,188



(97,140
)


5,255



29,645



53,678Income (loss) from continuing operations before income taxes


67,409



(95,230
)


8,138



34,455



58,355Income (loss) from continuing operations, net of income taxes


53,593



(101,812
)


(6,501
)


24,584



78,957Income (loss) from discontinued operations, net of income taxes


17,599



(893
)


4,722



9,777



9,365Net income (loss)


71,192



(102,705
)


(1,779
)


34,361



88,322Earnings per Share:Continuing Operations:Basic earnings (loss) per share

$
1.25


$
(2.43
)

$
(0.15
)

$
0.54


$
1.77Diluted earnings (loss) per share

$
1.23


$
(2.43
)

$
(0.15
)

$
0.54


$
1.74Discontinued Operations:Basic earnings (loss) per share

$
0.41


$
(0.02
)

$
0.11


$
0.22


$
0.21Diluted earnings (loss) per share

$
0.41


$
(0.02
)

$
0.11


$
0.21


$
0.21Net Income (Loss):Basic earnings (loss) per share

$
1.66


$
(2.45
)

$
(0.04
)

$
0.76


$
1.97Diluted earnings (loss) per share

$
1.64


$
(2.45
)

$
(0.04
)

$
0.75


$
1.95Basic weighted-average common shares outstanding


42,862



41,966



42,537



45,156



44,721Diluted weighted-average common shares outstanding


43,419



41,966



42,537



45,704



45,265Consolidated Balance Sheets Data:Total assets

$
505,157


$
345,125


$
420,637


$
459,028


$
411,903Total long-term debt and lease obligations


191



76



164



243



329  ITEM 7. MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Business 
    Special Note Regarding Forward-Looking Statements Form 10-K Risk Factors
  Business
    Overview and Presentation
   25




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Business
    acquisition and disposition
    ®
  Form 10-K.
  CRITICAL
    ACCOUNTING ESTIMATES
  Operations and Summary of
    Significant Accounting Policies and Estimates
  Revenue
    Recognition
      Inventory
  (first-in,
 26




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##### Table of Contents



Warranty
    Costs
    Intangible
    Assets, Goodwill and Other Long-Lived Assets
      Income
    Taxes
     27




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Business
    Environment and Trends
  SEMICONDUCTORS
      FLAT
    PANEL DISPLAY
      THIN FILM
    RENEWABLES
  feed-in-tariffs,
 28




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##### Table of Contents



INVERTER
  sub-station and/or feed-in-tariff
  Results
    of Operations
  Form 10-K.
    Years Ended December 31,2010


2009


2008(In thousands)Sales

$
459,414


$
161,846


$
285,166Gross profit


199,199



49,790



109,570Operating expenses


134,011



146,930



104,315Operating income (loss)


65,188



(97,140
)


5,255Other income, net


2,221



1,910



2,883Income (loss) from continuing operations before income taxes


67,409



(95,230
)


8,138Provision for income taxes


13,816



6,582



14,639Net income (loss) from continuing operations

$
53,593


$
(101,812
)

$
(6,501
)     Years Ended December 31,2010


2009


2008Sales


100.0
%


100.0
%


100.0
%Gross profit


43.4
%


30.8
%


38.4
%Operating expenses


29.2
%


90.8
%


36.6
%Operating income (loss)


14.2
%


(60.0
%)


1.8
%Other income, net


0.5
%


1.2
%


1.0
%Income (loss) from continuing operations before income taxes


14.7
%


(58.8
%)


2.8
%Provision for income taxes


3.0
%


4.1
%


5.1
%Net income (loss) from continuing operations


11.7
%


(62.9
%)


(2.3
%)  29




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##### Table of Contents



SALES
    Years Ended December 31,


Increase/ (Decrease)


Percent Change2010


2009


2008


2010 v. 2009


2009 v. 2008


2010 v. 2009


2009 v. 2008(In thousands)Semiconductor capital equipment market

$
174,404


$
62,991


$
110,724


$
111,413


$
(47,733
)


176.9
%


(43.1
%)Non-semiconductor capital equipment


236,856



61,725



117,760



175,131



(56,035
)


283.7
%


(47.6
%)Total product


411,260



124,716



228,484



286,544



(103,768
)


229.8
%


(45.4
%)Global support


48,154



37,130



56,682



11,024



(19,552
)


29.7
%


(34.5
%)Total sales

$
459,414


$
161,846


$
285,166


$
297,568


$
(123,320
)


183.9
%


(43.2
%)   Years Ended December 31,2010


2009


2008Semiconductor capital equipment market



38.0
%


38.9
%


38.8
%Non-semiconductor capital equipment



51.5
%


38.2
%


41.3
%Total product



89.5
%


77.1
%


80.1
%Global support



10.5
%


22.9
%


19.9
%Total sales



100.0
%


100.0
%


100.0
%   Total
    Sales
      Semiconductor
    Market Sales
      Non-semiconductor
    Market Sales
   30




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feed-in-tariffs.
    and/or feed-in-tariff
 31




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Global
    Support Revenue
        GROSS
    PROFIT
      OPERATING
    EXPENSE
    Years Ended December 31,2010


2009


2008(Dollars in thousands)Research and development

$
56,604



12.3
%


41,132


$
25.4
%


52,125


$
18.3
%Selling, general and administrative


74,543



16.3
%


38,040



23.5
%


48,241



16.9
%Impairment of goodwill






0.0
%


63,260



39.1
%






0.0
%Amortization of intangible assets


2,864



0.6
%


122



0.1
%


462



0.2
%Restructuring charges






0.0
%


4,376



2.7
%


3,487



1.2
%Total operating expenses

$
134,011



29.2
%

$
146,930



90.8
%

$
104,315



36.6
%    32




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Research
    and Development
        Selling,
    General and Administrative
     33




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Goodwill
    Impairment Charge
            Amortization
    Expense
  Intangible Asset
 34




---



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Restructuring
    Charges
        Other
    Income, Net
        Provision
    for Income Taxes
         35




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Discontinued
    Operations
  ®
  SEGMENT
    REPORTING IN FISCAL 2011
       36




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##### Table of Contents



QUARTERLY
    RESULTS OF OPERATIONS
    Quarter EndedDec. 31, 2010


Sept. 30, 2010


Jun. 30, 2010


Mar. 31, 2010


Dec. 31, 2009


Sept. 30, 2009


Jun. 30, 2009


Mar. 31, 2009(In thousands, except per share data)Sales

$
148,653


$
140,966


$
100,107


$
69,687


$
58,081


$
43,452


$
31,551


$
28,762Gross Profit


64,743



60,690



44,559



29,207



23,269



13,855



6,932



5,734Restructuring


















6



235



739



3,396Goodwill impairment






























63,260Operating income (loss)


23,962



22,296



13,094



5,836



2,207



(5,630
)


(13,474
)


(80,243
)Income (loss) from continuing operations, net


19,730



17,557



11,457



4,850



1,676



(8,352
)


(15,817
)


(79,319
)Income (loss) from discontinued operations, net


11,678



2,392



2,162



1,367



(153
)


(79
)


(217
)


(444
)Net income (loss)


31,408



19,949



13,619



6,217



1,523



(8,431
)


(16,034
)


(79,763
)Earnings per Share:Continuing Operations:Basic earnings (loss) per share

$
0.46


$
0.41


$
0.27


$
0.12


$
0.04


$
(0.20
)

$
(0.38
)

$
(1.89
)Diluted earnings (loss) per share

$
0.45


$
0.40


$
0.26


$
0.11


$
0.04


$
(0.20
)

$
(0.38
)

$
(1.89
)Discontinued Operations:Basic earnings (loss) per share

$
0.27


$
0.06


$
0.05


$
0.03


$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Diluted earnings (loss) per share

$
0.27


$
0.05


$
0.05


$
0.03


$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Net Income (Loss):Basic earnings (loss) per share

$
0.73


$
0.46


$
0.32


$
0.15


$
0.04


$
(0.20
)

$
(0.38
)

$
(1.90
)Diluted earnings (loss) per share

$
0.72


$
0.45


$
0.31


$
0.15


$
0.04


$
(0.20
)

$
(0.38
)

$
(1.90
)   Quarter EndedDec. 31, 2010


Sept. 30, 2010


Jun. 30, 2010


Mar. 31, 2010


Dec. 31, 2009


Sept. 30, 2009


Jun. 30, 2009


Mar. 31, 2009Percentage of Sales:Sales


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Gross Profit


43.6
%


43.1
%


44.5
%


41.9
%


40.1
%


31.9
%


22.0
%


19.9
%Restructuring


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.5
%


2.3
%


11.8
%Goodwill impairment


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


0.0
%


219.9
%Operating income (loss)


16.1
%


15.8
%


13.1
%


8.4
%


3.8
%


(13.0
%)


(42.7
%)


(279.0
%)Income (loss) from continuing operations, net


13.3
%


12.5
%


11.4
%


7.0
%


2.9
%


(19.2
%)


(50.1
%)


(275.8
%)Income (loss) from discontinued operations, net


7.9
%


1.7
%


2.2
%


2.0
%


(0.3
%)


(0.2
%)


(0.7
%)


(1.5
%)Net income (loss)


21.1
%


14.2
%


13.6
%


8.9
%


2.6
%


(19.4
%)


(50.8
%)


(277.3
%)   Impact of
    Inflation
    Liquidity
    and Capital Resources
  LIQUIDITY
     37




---



##### Table of Contents



CASH
    FLOWS
    Years Ended December 31,2010


2009


2008(In thousands)Net cash provided by operating activities

$
18,342


$
9,190


$
24,077Net cash provided by (used in) investing activities


(16,710
)


12,958



44,497Net cash provided by (used in) financing activities


1,378



(3,395
)


(47,879
)Effect of currency translation on cash


(5,202
)


(2,095
)


1,165Net change in cash and cash equivalents


(2,192
)


16,658



21,860Cash and cash equivalents, beginning of the year


133,106



116,448



94,588Cash and cash equivalents, end of the period

$
130,914


$
133,106


$
116,448   2010 CASH
    FLOWS COMPARED TO 2009
  Net cash
    provided by operating activities
    Net cash
    flows provided by (used in) investing activities
    ®
  Net cash
    flows provided by (used in) financing activities
   38




---



##### Table of Contents



2009 CASH
    FLOWS COMPARED TO 2008
  Net cash
    provided by operating activities
    Net cash
    flows provided by investing activities
    Net cash
    flows used in financing activities
    Effect of
    currency translation on cash
      Years Ended December 31,From

To

2010


2009


2008CNY



USD



3.4
%


(0.1
)%


7.2
%EUR



USD



(7.2
%)


3.5
%


(5.4
%)JPY



USD



13.7
%


(1.7
)%


23.7
%KWN



USD



3.0
%


9.1
%


(25.8
%)NTD



USD



9.7
%


2.4
%


(0.7
%)GBP



USD



(4.3
%)


11.0
%


(26.8
%)   Off
    Balance Sheet Arrangements
   39




---



##### Table of Contents



Contractual
    Obligations
    Less than








More than 5Contractual
    Obligations:


Total


1 year


1 -3 years


3-5 years


years(In thousands)Operating lease obligations


$
22,940


$
5,894


$
9,884


$
6,455


$
707Purchase obligations



63,514



63,514











Total


$
86,454


$
69,408


$
9,884



6,455


$
707       Recent
    Accounting Pronouncements
    Operations and Summary of
    Significant Accounting Policies and Estimates Form 10-K.
 ITEM 7A. QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Market
    Risk and Risk Management
    Interest
    Rate Risk
      Foreign
    Currency Exchange Rate Risk
   40




---



##### Table of Contents



41




---



##### Table of Contents



ITEM 8. FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Reports of Grant Thornton LLP, Independent
    Registered Public Accounting Firm

43Consolidated Balance Sheets as of
    December 31, 2010 and 2009

45Consolidated Statements of Operations for the
    Years Ended December 31, 2010, 2009 and 2008

46Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008

47Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008

48Notes to Consolidated Financial Statements

49  42




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control 
    Integrated Framework )
      43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated Fram Managements Report on Internal Control
    over Financial Reporting Form 10-K Managements Report
        Internal Control  Integrated Framework
        44




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.Consolidated Balance Sheets(In thousands, except per share
    amounts)  December 31,2010


2009ASSETSCURRENT ASSETS:Cash and cash equivalents

$
130,914


$
133,106Marketable securities


9,640



44,401Accounts receivable, net of allowances of $3,440 and $1,975,
    respectively


119,893



50,267Inventories


77,593



28,567Deferred income tax assets


7,510



9,222Income taxes receivable


6,061



Assets of business held for sale






26,460Other current assets


10,156



5,641Total current assets


361,767



297,664Property and equipment, net


34,569



18,687Deposits and other


8,874



9,295Goodwill


48,360



Other intangible assets, net


48,421



Deferred income tax assets


3,166



19,479Total assets

$
505,157


$
345,125LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
56,185


$
23,802Income taxes payable


3,602



3,503Accrued payroll and employee benefits


23,202



6,118Accrued warranty expense


7,144



7,005Other accrued expenses


5,389



4,277Customer deposits


6,803



3,152Liabilities of business held for sale






1,477Total current liabilities


102,325



49,334Deferred income tax liabilities


5,155



1,200Uncertain tax positions


14,176



14,987Accrued warranty expense


5,805



Other long-term liabilities


3,728



1,270Total liabilities


131,189



66,791Commitments and contingencies (Note 15)STOCKHOLDERS EQUITY:Preferred stock, $0.001 par value, 1,000 shares
    authorized, none issuedand outstanding






Common stock, $0.001 par value, 70,000 shares
    authorized; 43,330 and 42,044shares issued and outstanding, respectively


43



42Additional paid-in capital


258,398



233,623Retained earnings


88,453



17,261Accumulated other comprehensive income


27,074



27,408Total stockholders equity


373,968



278,334Total liabilities and stockholders equity

$
505,157


$
345,125    45




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.Consolidated Statements of Operations(In thousands, except per share
    amounts) Years Ended December 31,2010


2009


2008SALES

$
459,414


$
161,846


$
285,166COST OF SALES


260,215



112,056



175,596GROSS PROFIT


199,199



49,790



109,570OPERATING EXPENSES:Research and development


56,604



41,132



52,125Selling, general and administrative


74,543



38,040



48,241Impairment of goodwill






63,260



Amortization of intangible assets


2,864



122



462Restructuring charges






4,376



3,487Total operating expenses


134,011



146,930



104,315OPERATING INCOME (LOSS)


65,188



(97,140
)


5,255Interest income


539



1,371



4,955Other income (expense), net


1,682



539



(2,072
)Total other income


2,221



1,910



2,883Income (loss) from continuing operations before income taxes


67,409



(95,230
)


8,138Provision for income taxes


13,816



6,582



14,639INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF INCOME TAXES


53,593



(101,812
)


(6,501
)Gain on sale of discontinued operations, net of income taxes


12,531







Results from discontinued operations, net of income taxes


5,068



(893
)


4,722INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES


17,599



(893
)


4,722NET INCOME (LOSS)

$
71,192


$
(102,705
)

$
(1,779
)Basic weighted-average common shares outstanding


42,862



41,966



42,537Diluted weighted-average common shares outstanding


43,419



41,966



42,537EARNINGS PER SHARE:CONTINUING OPERATIONS:BASIC EARNINGS (LOSS) PER SHARE

$
1.25


$
(2.43
)

$
(0.15
)DILUTED EARNINGS (LOSS) PER SHARE

$
1.23


$
(2.43
)

$
(0.15
)DISCONTINUED OPERATIONSBASIC EARNINGS (LOSS) PER SHARE

$
0.41


$
(0.02
)

$
0.11DILUTED EARNINGS (LOSS) PER SHARE

$
0.41


$
(0.02
)

$
0.11NET INCOME (LOSS):BASIC EARNINGS (LOSS) PER SHARE

$
1.66


$
(2.45
)

$
(0.04
)DILUTED EARNINGS (LOSS) PER SHARE

$
1.64


$
(2.45
)

$
(0.04
)   The accompanying notes are an
    integral part of these Consolidated Financial Statements.
 46




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.Consolidated Statements of Stockholders
    Equity(In thousands)  Additional





Accumulated Other


TotalCommon Stock


Paid-in


Retained


Comprehensive


StockholdersShares


Amount


Capital


Earnings


Income


EquityBALANCES, December 31, 2007


45,288


$
45


$
267,205


$
121,745


$
18,066


$
407,061Stock issued from equity plans


336







1,610











1,610Stock-based compensation










5,094











5,094Stock buyback


(3,775
)


(3
)


(49,770
)










(49,773
)Comprehensive income:Equity adjustment from foreign currency translation


















14,001



14,001Unrealized holding gain


















335



335Net loss














(1,779
)






(1,779
)Total comprehensive income






















12,557BALANCES, December 31, 2008


41,849



42



224,139



119,966



32,402



376,549Stock issued from equity plans


195







146











146Stock-based compensation










5,766











5,766Excess tax benefit from stock-based compensation










3,818











3,818Japan cash repatriation










(246
)










(246
)Comprehensive income:Equity adjustment from foreign currency translation


















(4,985
)


(4,985
)Unrealized holding losses


















(9
)


(9
)Net loss














(102,705
)






(102,705
)Total comprehensive income






















(107,699
)BALANCES, December 31, 2009


42,044



42



233,623



17,261



27,408



278,334Stock issued from equity plans


288







1,397











1,397Stock issued for acquisition of PV Powered


998



1



14,689











14,690Stock-based compensation










8,501











8,501Excess tax benefit from stock-based compensation










188











188Comprehensive income:Equity adjustment from foreign currency translation


















(343
)


(343
)Unrealized holding gains (losses)


















9



9Net Income














71,192







71,192Total comprehensive income






















70,858BALANCES, December 31, 2010


43,330


$
43


$
258,398


$
88,453


$
27,074


$
373,968   The accompanying notes are an
    integral part of these Consolidated Financial Statements.
 47




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
    Consolidated Statements of Cash Flows  Years Ended December 31,2010


2009


2008(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
71,192


$
(102,705
)

$
(1,779
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities, net of assets and liabilities acquired:Depreciation and amortization


10,736



9,014



10,718Goodwill impairment charge






63,260



Stock-based compensation expense


8,501



5,766



5,094Provision (benefit) for deferred income taxes


5,284



(5,283
)


7,927Restructuring charges






4,376



3,487Net gain on disposal of gas flow control business


(12,531
)






Net loss on disposal of assets






323



19Changes in operating assets and liabilities, net of assets
    acquired:Accounts receivable


(62,136
)


7,053



9,596Inventories


(41,299
)


11,175



3,437Other current assets


(6,318
)


(1,573
)


370Accounts payable


26,519



15,797



(4,596
)Other current liabilities and accrued expenses


27,163



1,726



(3,217
)Income taxes


(9,188
)


5,364



(2,615
)Non-current assets


469



(4,785
)


(2,269
)Non-current liabilities


(50
)


(318
)


(2,095
)Net cash provided by operating activities


18,342



9,190



24,077CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of marketable securities


(109,516
)


(247,017
)


(439,091
)Proceeds from sale of marketable securities


144,055



265,586



490,790Proceeds from sale of gas flow control business


43,260







Purchase of PV Powered, Inc., net of cash acquired


(75,577
)






Purchase of property and equipment


(18,932
)


(5,611
)


(7,202
)Net cash provided by (used in) investing activities


(16,710
)


12,958



44,497CASH FLOWS FROM FINANCING ACTIVITIES:Payments on capital lease obligations


(209
)


(85
)


(120
)Purchase and retirement of treasury stock










(49,767
)Proceeds from exercise of stock options


1,397



508



2,008Excess tax benefit from stock-based compensation deduction


190



(3,818
)


Net cash provided by (used in) financing activities


1,378



(3,395
)


(47,879
)EFFECT OF CURRENCY TRANSLATION ON CASH


(5,202
)


(2,095
)


1,165INCREASE (DECREASE ) IN CASH AND CASH EQUIVALENTS


(2,192
)


16,658



21,860CASH AND CASH EQUIVALENTS, beginning of period


133,106



116,448



94,588CASH AND CASH EQUIVALENTS, end of period

$
130,914


$
133,106


$
116,448SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest

$
55


$
16


$
9Cash paid for income taxes


25,182



6,355



6,052Cash received for refunds of income taxes


1,687







Cash held in banks outside the United States


22,032



66,148



73,516NONCASH TRANSACTIONS:Common stock issued as partial consideration for PV Powered
    acquisition

$
14,690


$



$
    48




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Form 10-K,
  NOTE 1.
    OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
    ESTIMATES
    Principles of Consolidation
  Use of Estimates in the Preparation of the Consolidated
    Financial Statements
  Reclassifications 
  Foreign Currency Translation
    Fair Value of Financial
    Instruments
 49




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and Cash Equivalents
    Marketable Securities available-for-sale available-for-sale
  Concentrations of Credit Risk 
    Accounts Receivable and Allowance for Doubtful
    Accounts 
 50




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008(In thousands)Balance  beginning of period

$
1,975


$
971


$
360Additions  charged to expense


1,814



2,822



1,654Deductions  write-offs, net or recoveries


(349
)


(1,818
)


(1,043
)Balance  end of period

$
3,440


$
1,975


$
971   Inventories (first-in,
      Property and Equipment
  

Buildings

20 to 40 years

Machinery, equipment, furniture and fixtures and vehicles

3 to 10 years

Computer and communication equipment

3 years     Intangible Assets, Goodwill and Other Long-Lived Assets
 51




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Revenue Recognition
       52




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Customer
    payments
    Taxes Collected from Customers
  Shipping and Handling Costs
  Advertising Costs
  Research and Development Expenses
  Warranty Costs
  Stock-Based Compensation
 53




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Taxes
      Commitments and Contingencies
  NEW
    ACCOUNTING STANDARDS
     54




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE 2.
    BUSINESS
    ACQUISITION AND DISPOSITION  Acquisition
         55




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Cash paid to owners

$
76,301Cash acquired


(724
)Common stock issued  997,966 shares


14,690Total fair value of consideration transferred

$
90,267  56




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts receivable

$
4,777Inventories


8,363Other current assets


277Deferred tax assets


2,746Property and equipment


4,065Deposits and other noncurrent assets


67Accounts payable


(5,480
)Accrued liabilities


(2,744
)Deferred tax liabilities


(18,711
)Other long-term liabilities


(2,739
)(9,379
)Amortizable intangible assets:Trademarks


5,277Technology


28,208In process research and development


14,868Customer relationships


2,213Backlog


720Total amortizable intangible assets


51,286Total identifiable net assets


41,907Goodwill


48,360Total fair value of consideration transferred

$
90,267     AmortizationAmount


Method


Useful Life(In thousands)Trademarks

$
5,277



Accelerated



10 yearsTechnology


28,208



Accelerated



7 yearsIn process research and development


14,868



Accelerated



8 yearsCustomer relationships


2,213



Accelerated



7 yearsBacklog


720



Straight-line



6 months$
51,286    57




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    May 3, 2010 to
    December 31, 2010Sales

$
65,748Net income


8,745   Pro Forma
    Results for PV Powered Acquisition
  pro forma
    (Unaudited)Years Ended December 31,2010


2009(In thousands, except per share data)Sales

$
471,274


$
183,300Net income (loss)


80,806



(112,244
)Earnings (loss) per share:Basic

$
1.87


$
(2.61
)Diluted


1.85



(2.61
)   Disposition
  ®
     58




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008(In thousands)Sales

$
51,204


$
24,549


$
43,752Cost of sales


38,327



19,972



28,540Gross margin


12,877



4,577



15,212Operating expenses:Research and development


1,922



2,130



2,827Selling, general and administrative


3,301



3,444



4,032Amortization


246



491



484Total operating expenses


5,469



6,065



7,343Operating income (loss) from discontinued operations


7,408



(1,488
)


7,869Gain on sale of net assets of discontinued operations


14,249







Income (loss) from discontinued operations before income taxes


21,657



(1,488
)


7,869Provision for income taxes:Income taxes on operating income (loss) from discontinued
    operations


2,340



(595
)


3,147Income taxes on gain on sale of net assets of discontinued
    operations


1,718







Total provision for income taxes


4,058



(595
)


3,147Income (loss) from discontinued operations, net of income taxes

$
17,599


$
(893
)

$
4,722     December 31,2010


2009(In thousands)AssetsInventories

$



$
8,551Property and equipment






11,927Other intangible assets






5,982Assets of business held for sale

$



$
26,460LiabilitiesAccrued warranty expense

$



$
119Deferred income tax liabilities






1,357Other






1Liabilities of business held for sale

$



$
1,477  59




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3.
    INCOME
    TAXES    Years Ended December 31,2010


2009


2008(In thousands)Federal

$
6,445


$
1,018


$
7,312State and local


1,194



(697
)


1,200Foreign taxes


6,177



6,261



6,127$
13,816


$
6,582


$
14,639Current

$
7,170


$
11,865


$
6,822Deferred


6,646



(5,283
)


7,817$
13,816


$
6,582


$
14,639     Years Ended December 31,2010


2009


2008(In thousands)Income taxes per federal statutory rate

$
23,566


$
(33,851
)

$
5,602State income taxes, net of federal deduction


849



411



(524
)Repatriation of foreign earnings, net of foreign tax credits


(4,590
)






Intellectual property transfer






33,130



Nondeductible goodwill impairment






22,140



Effect of foreign taxes at different rates


(7,597
)


901



(7,942
)Change in valuation allowance






(18,360
)


17,984Other permanent items, net


1,588



2,211



(481
)$
13,816


$
6,582


$
14,639  60




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009(In thousands)Current:Employee bonuses and commissions

$
823


$
27Warranty reserve


2,649



2,443Bad debt reserve


913



590Vacation accrual


966



510Excess and obsolete inventory


4,182



3,932Other


(356
)


3,249Valuation allowance


(1,793
)


(1,529
)Current


7,384



9,222Long-term:Net operating loss and tax credit carryforward


14,419



17,507Depreciation and amortization, net


(17,136
)


2,212Other


3,924



2,021Valuation allowance


(3,197
)


(3,461
)Long-term, net


(1,990
)


18,279Total deferred tax assets, net

$
5,394


$
27,501          61




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010


2009


2008Domestic

$
47,010


$
(66,273
)

$
(24,277
)Foreign


20,399



(28,957
)


32,415$
67,409


$
(95,230
)

$
8,138   Tax
    Contingencies
      2010


2009


2008Balance at beginning of period

$
14,987


$
13,468


$
9,985Additions based on tax positions taken during a prior period


318







1,126Reductions based on tax positions taken during a prior period


(21
)


(4,190
)


Additions based on tax positions taken during the current period


381



5,709



Reductions based on tax positions taken during the current period










2,357Reductions related to settlement of tax matters










Reductions related to a lapse of applicable statute of
    limitations










Balance at end of period

$
15,665


$
14,987


$
13,468       NOTE 4.
    EARNINGS
    PER SHARE   62




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2010


2009


2008(In thousands, except per share data)Net income (loss) from continuing operations, net of income taxes

$
53,593


$
(101,812
)

$
(6,501
)Basic weighted-average shares outstanding


42,862



41,966



42,537Assumed exercise of dilutive stock options and restricted stock
    units


557







Diluted weighted-average shares outstanding


43,419



41,966



42,537Income from Continuing Operations:Earnings (loss) per common share:Basic earnings (loss) per share

$
1.25


$
(2.43
)

$
(0.15
)Diluted earnings (loss) per share

$
1.23


$
(2.43
)

$
(0.15
)         Stock
    Buyback
      NOTE 5.
    MARKETABLE
    SECURITIES   63




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2010


December 31, 2009Cost


Fair Value


Cost


Fair Value(In thousands)Commercial paper

$



$



$
3,996


$
3,996Treasury bills


2,003



2,006







Certificates of deposit


3,126



3,126



5,458



5,458Corporate bonds/notes


1,002



1,004



7,034



7,028Municipal bonds/notes










6,423



6,423Agency bonds/notes


3,503



3,504







Auction rate securities










21,650



18,249Put Agreement














3,247Total securities

$
9,634


$
9,640


$
44,561


$
44,401     Earliest



LatestTreasury bills

5/31/2011

to

5/31/2011Certificates of deposit

4/14/2011

to

12/10/2011Corporate bonds/notes

6/3/2011

to

6/3/2011Agency bonds

1/18/2011

to

4/18/2011         NOTE 6.
    ASSETS
    AND LIABILITIES MEASURED AT FAIR VALUE  Fair
    Value Hierarchy
    Level 1:
    Quoted market prices in active markets for identical assets or
    liabilities at the measurement date.Level 2:
    Quoted prices for similar assets or liabilities in active
    markets; quoted prices for identical or similar assets and
    liabilities in markets that are not active; or other inputs that
    are observable and can be corroborated by observable market data. 64




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Level 3:
    Inputs reflect managements best estimates and assumptions
    of what market participants would use in pricing the asset or
    liability at the measurement date. The inputs are unobservable
    in the market and significant to the valuation of the
    instruments.    Assets
    and Liabilities Measured at Fair Value on a Recurring
    Basis
    As of December 31,
    2010:

Level 1


Level 2


Level 3


Total(In thousands)Treasury bills

$
2,006


$



$



$
2,006Certificates of deposit


3,126











3,126Corporate bonds/notes


1,004











1,004Agency bonds/notes


3,504











3,504Total

$
9,640


$



$



$
9,640As of December 31,
    2009:

Level 1


Level 2


Level 3


Total(In thousands)Auction rate securities(1)

$



$



$
18,249


$
18,249Put Agreement(1)










3,247



3,247Certificates of deposit


5,458











5,458Commercial paper


3,996











3,996Municipal bonds


6,423











6,423Corporate bonds/notes


7,028











7,028Total

$
22,905


$



$
21,496


$
44,401   (1)
    
    As of December 31, 2009, the fair value of our ARS and the
    Put Agreement were determined using Level 3 inputs. Some of
    the inputs into the discounted cash flow models we used were
    unobservable in the market and had a significant effect on the
    valuation. The assumptions used in preparing the models
    included, but were not limited to, periodic coupon rates, market
    required rates of return and the expected term of each security.
    The coupon rate was estimated using implied forward rate data on
    interest rate swaps and United States treasuries, and limited
    where necessary by any contractual maximum rate paid under a
    scenario of continuing auction failures. We believe implied
    forward rates inherently account for a lack of liquidity. In
    making assumptions of the required rates of return, we
    considered risk-free interest rates and credit spreads for
    investments of similar credit quality. The expected term for the
    ARS was based on a weighted probability-based estimate of the
    time the principal would become available to us with and without
    exercising our Put Agreement. The expected term for the Put
    Agreement was based on the earliest date on which we could
    exercise our put. 65




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     ARS


Put Agreement


Total(In thousands)Balances at December 31, 2008

$
24,938


$
5,459


$
30,397Net realized gain (loss) included in other income


711



(417
)


294Purchases, sales, and settlements, net


(7,400
)


(1,795
)


(9,195
)Balances at December 31, 2009


18,249



3,247



21,496Net realized gain (loss) included in other income


3,401



(3,247
)


154Purchases, sales, and settlements, net


(21,650
)






(21,650
)Balances at December 31, 2010

$



$



$
   NOTE 7.
    INVENTORIES    December 31,2010


2009(In thousands)Parts and raw materials

$
53,755


$
18,882Work in process


5,594



3,061Finished goods


18,244



6,624$
77,593


$
28,567   NOTE 8.
    PROPERTY
    AND EQUIPMENT    December 31,2010


2009(In thousands)Buildings and land

$
1,701


$
533Machinery and equipment


53,885



37,155Computer and communication equipment


23,296



26,141Furniture and fixtures


5,717



3,661Vehicles


541



490Leasehold improvements


28,003



20,641Construction in process


3,996



117,139



88,621Less: Accumulated depreciation


(82,570
)


(69,934
)$
34,569


$
18,687  66




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008(In thousands)Depreciation expense

$
7,226


$
7,818


$
8,767   NOTE 9.
    GOODWILL    December 31,2010


2009(In thousands)Gross carrying amount (including the effect of changes in
    exchange rates), beginning of period

$



$
63,260Additions and adjustments


48,360



Impairments






(63,260
)Net carrying amount, end of period

$
48,360


$
   Business Acquisition and
    Disposition.
  NOTE 10.
    INTANGIBLE
    ASSETS    Weighted-Gross








AverageCarrying


Accumulated


Net Carrying


Useful LifeAmount


Amortization


Amount


in Years(In thousands, except weighted-average useful life)Amortizable intangibles:Technology-based

$
43,075


$
(2,270
)

$
40,805



7Trademarks and other


8,210



(594
)


7,616



8Total amortizable intangibles

$
51,285


$
(2,864
)

$
48,421     Effect ofGross


Changes in





NetCarrying


Exchange


Accumulated


CarryingAmount


Rates


Amortization


Amount(In thousands, except weighted-average useful life)Amortizable intangibles:Technology-based

$
7,015


$
1,544


$
(8,559
)

$
  67




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008(In thousands)Amortization expense

$
2,864


$
122


$
462     Year Ending December
    31,(In thousands)2011

$
3,6832012


6,4892013


8,4642014


9,1812015


8,655Thereafter


11,949$
48,421   NOTE 11.
    WARRANTIES    Years Ended December 31,2010


2009


2008(In thousands)Balance at beginning of period

$
7,005


$
6,005


$
8,182Warranty liabilities acquired


2,625







Increases to accruals related to sales during the period


10,463



7,143



10,317Warranty expenditures


(7,144
)


(6,143
)


(12,494
)Balance at end of period

$
12,949


$
7,005


$
6,005   NOTE 12.
    STOCK-BASED
    COMPENSATION   68




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  008 OMNIBUS INCENTIVE PLAN
  Stock-based
    Compensation Expense
      Stock
    Options
      2010

2009

2008Fair value assumptions  stock options:Risk-free interest rates

1.3% - 2.6%

1.9% - 2.4%

2.8% - 3.4%Expected dividend yield rates

0.0%

0.0%

0.0%Expected term

5.8 years

5.5 years

5.5 yearsExpected volatility

63.0%

63.5%

61.9%    69




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008(In thousands, except share prices)Weighted-average grant date fair value of options

$
8.71


$
5.84


$
6.98Total intrinsic value of options exercised

$
979


$
113


$
989     Weighted-AverageShares


Exercise Price(In thousands, except share prices)Changes in outstanding stock options:Options outstanding at December 31, 2009


4,826


$
15.05Options granted


1,419



15.06Options exercised


(166
)


10.45Options forfeited


(241
)


12.17Options expired


(129
)


41.32Options outstanding at December 31, 2010


5,709



14.72     Weighted-AverageWeighted-


Remaining


AggregateAverage


Contractual


IntrinsicNumber


Exercise Price


Life


Value(In thousands, except share prices and lives)Options outstanding


5,709


$
14.72



6.8 years


$
8,431Options expected to vest


5,200



14.86



6.6 years



7,787Options exercisable


2,765



16.47



4.8 years



4,042  70




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted-





Options ExercisableAverage


Weighted-





Weighted-Remaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise
    Prices

Outstanding


Life


Price


Exercisable


Price(In thousands, except share prices and lives)$7.15 to $12.19


1,883



6.9 years


$
9.33



899


$
9.28$12.19 to $15.65


2,089



8.3 years



14.14



545



13.85$15.66 to $38.55


1,737



4.7 years



21.25



1,321



22.45$7.15 to $38.55


5,709



6.8 years



14.72



2,765



16.47   Restricted
    Stock Units
    Shares(In thousands)Balance at December 31, 2009


385RSUs granted


235RSUs vested


(133
)RSUs forfeited


(40
)Balance at December 31, 2010


447     2010


2009


2008(In thousands, except share prices)Weighted-average grant date fair value of RSUs

$
14.79


$
9.76


$
12.54Total fair value of RSUs converted to shares

$
1,923


$
1,555


$
1,793     Employee
    Stock Purchase Plan
   71




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2010


2009


2008Fair value assumptions  ESPP:Risk-free interest rates


0.2% - 0.3%



0.2% - 0.3%



2.7% - 3.1%Expected dividend yield rates


0.0%



0.0%



0.0%Expected term


0.5 years



0.5 years



0.5 yearsExpected volatility


62.8%



63.5%



61.9%     NOTE 13.
    RETIREMENT
    PLANS       72




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 14.
    ACCUMULATED
    OTHER COMPREHENSIVE INCOME    Unrealized holding gain (loss) on
    available-for-sale
    securities:Balance at December 31, 2009

$
(3
)Unrealized holding gain, net of realized amounts reclassified to
    net income


9Balance at December 31, 2010


6Accumulated foreign currency translation adjustments:Balance at December 31, 2009


27,411Translation adjustments


(343
)Balance at December 31, 2010


27,068Total accumulated other comprehensive income

$
27,074   NOTE 15.
    COMMITMENTS
    AND CONTINGENCIES  Disputes
    and Legal Actions
      Operating
    Leases
      2011

$
5,8942012


5,4232013


4,4612014


3,4142015


3,041Thereafter


707$
22,940  73




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 16.
    RESTRUCTURING
    COSTS        Accrued restructuring costs December 31, 2007

$
36Total net restructuring charges during 2008


3,487Payments and other settlements during 2008


(1,698
)Accrued restructuring costs December 31, 2008


1,825Total net restructuring charges during 2009


4,376Payments and other settlements during 2009


(6,201
)Accrued restructuring costs December 31, 2009

$
   NOTE 17.
    OTHER
    INCOME, NET    NOTE 18.
    RELATED
    PARTY TRANSACTIONS        Hart-Scott-Rodino
 74




---



##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 19.
    GEOGRAPHIC
    AND SIGNIFICANT CUSTOMER INFORMATION        Years Ended December 31,Sales to external
    customers:

2010


2009


2008(In thousands)United States

$
270,606


$
71,439


$
122,474Peoples Republic of China


48,024



11,372



19,646Other Asian countries


88,872



55,081



94,934Asia


136,896



66,453



114,580Germany


47,339



19,949



42,657Other European Countries


4,573



4,005



5,455Europe


51,912



23,954



48,112Total sales

$
459,414


$
161,846


$
285,166 75




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##### Table of Contents



ADVANCED
    ENERGY INDUSTRIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Years Ended December 31,2010


2009


2008United States


58.9%



44.1%



42.9%Peoples Republic of China


10.5%



7.0%



6.9%Other Asian countries


19.3%



34.1%



33.3%Asia


29.8%



41.1%



40.2%Germany


10.3%



12.3%



15.0%Other European Countries


1.0%



2.5%



1.9%Europe


11.3%



14.8%



16.9%Total sales


100.0%



100.0%



100.0%*Long-lived assets:

2010


2009(In thousands)United States

$
123,707


$
12,816Asia


7,226



5,349Europe


417



522$
131,350


$
18,687   *
    
    Long-lived assets include property and equipment, goodwill and
    other intangible assets.   76




---



##### Table of Contents



ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE   ITEM 9A.
    CONTROLS AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(b).
  Managements
    Report on Internal Control over Financial Reporting
    Internal Control-Integrated Framework
  Business Acquisition
    and Disposition,
 77




---



##### Table of Contents



Form 10-K
  Changes
    in Internal Control over Financial Reporting
    Limitations
    on Controls and Procedures
   ITEM 9B.
    OTHER INFORMATION   PART III  Form 10-K,
 ITEM 10.
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K
 ITEM 11.
    EXECUTIVE COMPENSATION   ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    AND RELATED STOCKHOLDER MATTERS   ITEM 13.
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  Related Party Transactions
 78




---



##### Table of Contents



ITEM 14.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES   PART IV ITEM 15.
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES  Form 10-K
                    NOTE:
    3
.1

Restated Certificate of Incorporation, as amended.(1)3
.2

By-laws.(2)3
.3

Amendment to Bylaws.(3)3
.4

Second Amendment to the By-laws of Advanced Energy Industries,
    Inc.(24)3
.5

Third Amendment to the By-Laws of Advanced Energy Industries,
    Inc.(28)4
.1

Form of Specimen Certificate for Common Stock.(2)10
.1

Lease, dated June 12, 1984, amended June 11, 1992, by
    and between Prospect Park East Partnership and Advanced Energy
    Industries, Inc., for property located in Fort Collins,
    Colorado.(2)10
.2

Lease, dated March 14, 1994, as amended, by and between
    Sharp Point Properties, L.L.C., and Advanced Energy Industries,
    Inc., for property located in Fort Collins, Colorado.(2)10
.3

Lease, dated May 19, 1995, by and between Sharp Point
    Properties, L.L.C. and Advanced Energy Industries, Inc., for a
    building located in Fort Collins, Colorado.(2)10
.4

Lease dated March 20, 2000, by and between Sharp Point
    Properties, L.L.C. and Advanced Energy Industries, Inc., for a
    building located in Fort Collins, Colorado.(5)10
.5

Lease Amendment, dated as of April 26, 2010 by and between
    Sharp Point Properties, LLC and Advanced Energy Industries,
    Inc., for a building located in Fort Collins, Colorado.(29)10
.6

Lease Amendment, dated as of August 19, 2010, by and
    between Sharp Point Properties, LLC and Advanced Energy
    Industries, Inc., for a building located in Fort Collins,
    Colorado.(33)10
.7

Lease dated January 16, 2003, by and between China Great
    Wall Computer Shenzhen Co., Ltd., Great Wall Limited and
    Advanced Energy Industries (Shenzhen) Co., Ltd., for a building
    located in Shenzhen, China.(6) 79




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##### Table of Contents



10
.8

Form of Indemnification Agreement.(2)10
.9

1995 Stock Option Plan, as amended and restated through
    February 7, 2001.(7)*10
.10

1995 Non-Employee Directors Stock Option Plan, as amended
    and restated through February 7, 2001.(7)*10
.11

2001 Employee Stock Option Plan.(1)*10
.12

2002 Employee Stock Option Plan.(1)*10
.13

2003 Stock Option Plan.(1)*10
.14

Amendment No. 1 to 2003 Stock Option Plan, dated
    January 31, 2005.(8)*10
.15

Form of Stock Option Agreement pursuant to the 2003 Stock Option
    Plan.(8)*10
.16

Amended and Restated 2003 Employees Stock Option Plan.(4)*10
.17

2003 Non-Employee Directors Stock Option Plan.(1)*10
.18

2003 Non-Employee Directors Stock Option Plan, as amended
    and restated.(4)*10
.19

Form of Restricted Stock Unit Award Agreement pursuant to the
    2003 Non-Employee Directors Stock Option Plan, as amended
    and restated as of February 15, 2006.(9)*10
.20

Form of Restricted Stock Unit Agreement pursuant to the 2003
    Non-Employee Directors Stock Option Plan.(10)*10
.21

Restricted Stock Unit Agreement pursuant to the 2003 Stock
    Option Plan.(11)*10
.22

Non-employee Director Compensation summary.(12)*10
.23

Executive Change in Control Severance Agreement.(13)10
.24

Retirement Term Sheet relating to Douglas S. Schatz.(14)10
.25

Offer Letter to Hans-Georg Betz dated June 30, 2005.(15)10
.26

Offer letter, dated August 14, 2010, by and among Advanced
    Energy Industries, Inc. and Danny C. Herron.(31)10
.27

Executive Change in Control Severance Agreement dated
    June 30, 2005 by and between Advanced Energy Industries,
    Inc. and Hans-Georg Betz.(15)10
.28

Executive Change in Control Agreement, dated March 29,
    2008, by and among Advanced Energy Industries, Inc. and Hans
    Georg Betz.(19)10
.29

Executive Change in Control Agreement, dated March 29,
    2008, by and among Advanced Energy Industries, Inc. and Lawrence
    D. Firestone.(19)10
.30

Executive Change in Control Agreement, dated March 29,
    2008, by and among Advanced Energy Industries, Inc. and Yuval
    Wasserman.(19)10
.31

Executive Change in Control Agreement, dated August 14,
    2010, by and among Advanced Energy Industries Inc. and Danny C.
    Herron.(32)10
.32

Master Executive Separation Agreement, dated August 11,
    2010, by and among Advanced Energy Industries, Inc. and Lawrence
    D. Firestone.(31)10
.33

Global Supply Agreement by and between Advanced Energy
    Industries, Inc. and Applied Materials Inc. dated
    August 29, 2005.(16)+10
.34

Shipping Amendment to the Global Supply Agreement by and between
    Advanced Energy Industries, Inc. and Applied Materials Inc.
    dated August 29, 2005. (16)+10
.35

Non-Employee Director Compensation Structure.(17)*10
.36

Leadership Corporate Incentive Plan.(35)*10
.37

2008 Omnibus Incentive Plan, as amended May 4, 2010. 80




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##### Table of Contents



10
.38

Auction Rate Securities Rights Agreement dated October 8,
    2008 by and between Advanced Energy Industries, Inc. and UBS
    Financial Services, Inc.(22)10
.39

Credit Line Account Application and Agreement for Organizations
    and Businesses, executed by Advanced Energy Industries, Inc. on
    April 30, 2009, by and between Advanced Energy Industries,
    Inc. and UBS Bank USA.(23)10
.40

Addendum to Credit Line Account Application and Agreement,
    executed by Advanced Energy Industries, Inc. on April 30,
    2009, by and among Advanced Energy Industries, Inc., UBS Bank
    USA and UBS Financial Services Inc.(23)10
.41

Addendum to Credit Line Agreement, executed by Advanced Energy
    Industries, Inc. on April 30, 2009, by and between Advanced
    Energy Industries, Inc. and UBS Bank USA.(23)10
.42

Important Notice on Interest Rates and Payments, executed by
    Advanced Energy Industries, Inc. on April 30, 2009, by and
    between Advanced Energy Industries, Inc. and UBS Bank USA.(23)10
.43

Form of Director Indemnification Agreement.(24)10
.44

Agreement and Plan of Merger by and among Advanced Energy
    Industries, Inc., PV Powered, Inc. and Neptune Acquisition Sub,
    Inc., dated as of March 24, 2010.(25)10
.45

Amendment No. 1 to Agreement and Plan of Merger by and
    among Advanced Energy Industries, Inc., PV Powered, Inc. and
    Neptune Acquisition Sub, Inc., dated as of April 21,
    2010.(26)10
.46

Amendment No. 2 to Merger Agreement by and among Advanced
    Energy Industries, Inc., PV Powered, Inc. and Neptune
    Acquisition Sub, Inc., dated as of October 30, 2010.(34)10
.47

Advisory Agreement by and between Advanced Energy Industries,
    Inc. and Elwood Spedden, dated as of May 3, 2010.(27)10
.48

Asset Purchase Agreement, dated as of July 21, 2010, by and
    among Advanced Energy Industries, Inc. and Hitachi Metals,
    Ltd.(30)10
.49

Amendment to Asset Purchase Agreement by and between Advanced
    Energy Industries, Inc. and Hitachi Metals, Ltd., dated as of
    October 15, 2010.(31)14
.1

Code of Ethical Conduct, as revised.(18)21
.1

Subsidiaries of Advanced Energy Industries, Inc.23
.1

Consent of Grant Thornton LLP, Independent Registered Public
    Accounting Firm.31
.1

Certification of the Chief Executive Officer Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Principal Financial Officer Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as adopted pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of the 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 the Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     (1)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003 (File
    No. 000-26966),
    filed November 4, 2003.(2)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (File No.
    33-97188),
    filed September 2, 1995, as amended.(3)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed December 5, 2007.(4)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2007 (File
    No. 000-26966),
    filed August 3, 2007. 81




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##### Table of Contents



(5)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2000 (File
    No. 000-26966),
    filed March 27, 2001.(6)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2003 (File
    No. 000-26966),
    filed February 24, 2004.(7)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2001 (File
    No. 000-26966),
    filed May 9, 2001.(8)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed February 3, 2005.(9)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed May 31, 2006.(10)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2006 (File
    No. 000-26966),
    filed August 9, 2006.(11)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2005 (File
    No. 000-26966),
    filed March 28, 2006.(12)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed February 1, 2006.(13)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    (File No.
    000-26966),
    filed March 31, 2005.(14)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed August 9, 2005.(15)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed July 6, 2005.(16)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2005 (File
    No. 000-26966),
    filed November 7, 2005.(17)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 000-26966),
    filed July 28, 2006.(18)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 000-26966),
    filed May 1, 2007.(19)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File
    No. 000-26966),
    filed April 4, 2008.(20)
    
    Reserved.(21)
    
    Reserved.(22)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    for the year ended December 31, 2008 (File
    No. 000-26966),
    filed February 27, 2009.(23)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed June 5, 2009.(24)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed December 14, 2009.(25)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed March 24, 2010.(26)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed April 22, 2010.(27)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 10-Q
    (File No.
    000-26966),
    filed May 6, 2010.(28)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed April 23, 2010. 82




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##### Table of Contents



(29)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed May 7, 2010.(30)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed July 22, 2010.(31)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 10-Q
    (File No.
    000-26966),
    filed November 5, 2010.(32)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed August 16, 2010.(33)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed August 20, 2010.(34)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    (File No.
    000-26966),
    filed November 2, 2010.(35)
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K
    (File No.
    000-26966),
    filed February 26, 2010.  *
    
    Compensation Plan  +
    
    Confidential treatment has been granted for portions of this
    agreement. 83




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##### Table of Contents



SIGNATURES  Form 10-K
  
  
         Signatures

Title

Date/s/  Hans
    Georg BetzHans
    Georg Betz

Chief Executive Officer and Director

March 2, 2011/s/  Danny
    C. HerronDanny
    C. Herron

Executive Vice President and Chief Financial Officer

March 2, 2011/s/  Douglas
    S. SchatzDouglas
    S. Schatz

Chairman of the Board

March 2, 2011/s/  Frederick
    A. BallFrederick
    A. Ball

Director

March 2, 2011/s/  Richard
    P. BeckRichard
    P. Beck

Director

March 2, 2011/s/  Trung
    T. DoanTrung
    T. Doan

Director

March 2, 2011/s/  Edward
    C. GradyEdward
    C. Grady

Director

March 2, 2011/s/  Terry
    HudgensTerry
    Hudgens

Director

March 2, 2011/s/  Thomas
    M. RohrsThomas
    M. Rohrs

Director

March 2, 2011  84