10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 30, 2005

Commission File No. 0-4466

Artesyn Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Florida	59-1205269
(State or other jurisdiction of	(I.R.S. Employer
incorporation)	Identification No.)
7900 Glades Road,
Suite 500,
Boca Raton, FL	33434-4105
(Address of principal executive offices)	(Zip Code)

(561) 451-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Common Stock Purchase Rights
(Title of each class)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                Accelerated filer þ               Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The aggregate market value of common stock held by non-affiliates of the registrant as of July 1, 2005, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $324 million.

     As of February 24, 2006, 40,393,326 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of our proxy statement for our 2006 Annual meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005 are incorporated by reference into Part III hereof.

This Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. We caution readers that a number of important factors, including those identified in Item 1A., “Risk Factors,” as well as factors discussed in our other reports filed with the Securities and Exchange Commission (the “SEC”), could affect our actual results and cause them to differ materially from those expressed in the forward-looking statements. Forward-looking statements typically use words or phrases such as “estimate,” “plans,” “projects,” “anticipates,” “continuing,” “ongoing,” “expects,” “believes,” or words of similar import. Forward-looking statements included in this annual report on Form 10-K are made only as of the date hereof, based on information available as of the date hereof, and subject to applicable law to the contrary, we assume no obligation to update any forward-looking statements.

PART I

Item 1. Business

   Overview

     Artesyn Technologies, Inc. is a leading supplier of power conversion equipment and embedded computing solutions. Our products are designed and manufactured to meet the system needs of Original Equipment Manufacturers (“OEMs”) in voice and data communications applications, including server and storage, enterprise networking, wireless infrastructure and telecommunications market sectors. We have a global presence, including four manufacturing facilities and ten design centers in North America, Europe and Asia. Headquartered in Boca Raton, Florida and founded in 1968 as Computer Products, Inc., our company was renamed Artesyn Technologies, Inc. following our merger with Zytec Corporation in 1997. We are incorporated under Florida law. For purposes of clarity, as used herein, the terms “we,” “us,” “our,” “the Company,” and “Artesyn,” mean Arteysn Technologies, Inc. and its subsidiaries (unless the content indicates another meaning).

     Our operations are organized into two business segments: Power Conversion and Embedded Systems (referred to in our past reports as Communication Products). The Power Conversion segment designs and manufactures a broad range of power conversion products including AC/DC converters, on-board DC/DC converters and point-of-load (“PoL”) converters. Additionally, we design and manufacture specific use power systems, such as rectifiers and DC/DC power delivery systems used in wireless infrastructure and radio frequency (“RF”) amplification system applications. Revenue from our Power Conversion segment in 2005 was $346.4 million, representing 82% of our total sales. Our Embedded Systems segment designs and manufactures board level computing products, including central processing units (“CPUs”) and wide area network input/output (“WAN/O”) boards, and protocol software. The Embedded Systems segment had revenues in 2005 of $78.3 million or 18% of our total sales.

     On February 1, 2006, Artesyn entered into an Agreement and Plan of Merger with Emerson Electric Co. (“Emerson”) pursuant to which Emerson will acquire Artesyn for approximately $580 million in cash. Under the terms of the agreement, each outstanding share of Artesyn common stock will be converted into the right to receive $11.00 in cash, without interest, and Artesyn will become a wholly owned subsidiary of Emerson. The completion of the merger is subject to approval of our shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), German antitrust regulatory approval, and other customary closing conditions. Early termination of the waiting period required under the HSR Act was granted as of March 3, 2006. For more information on the pending merger with Emerson, please refer to our Current Report on Form 8-K, filed with the SEC on February 2, 2006, and our Preliminary Proxy Statement, filed with the SEC on February 23, 2006. Our Definitive Proxy Statement is to be filed with the SEC.

Power Conversion

   Overview

     The Power Conversion segment represents our largest business, accounting for 82%, 83% and 88% of our total sales in 2005, 2004 and 2003, respectively. Our products within this segment consist of custom and standard power conversion solutions, including AC/DC power supplies, DC/DC power converters and power delivery systems.

     Power supplies are an essential element in the supply, regulation and distribution of electrical power in all electronic systems. To operate, these systems require a steady supply of electrical power at one or more voltage levels. AC/DC power supplies convert an alternating current (“AC”) from a primary source, such as a wall outlet or utility grid, into a precisely controlled direct current (“DC”). DC/DC converters modify an existing DC voltage to another DC voltage level to meet the distinct power needs of the devices they are powering.

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     Our products are used in complex communications systems such as mid- to high-end servers, data storage devices, routers, hubs, high-speed modems, access concentrators, RF power amplification systems, base station controllers and base station transceivers. These applications require power systems that deliver multiple operating voltages with higher levels of capability and reliability than those used in consumer applications.

   Products

     Our power conversion solutions are offered to customers through standard products, modified-standard products and custom products. Standard products, manufactured based on standard design topologies and offered to customers off-the-shelf, provide for rapid time-to-market and minimal risk due to the proven design. These products are ideal for low-to-moderate volume applications or for application-specific requirements. Modified-standard products are derived from an existing product to meet a particular customer’s special requirements. Custom products are developed specifically for a single customer and are tailored to particular performance, capability and cost requirements.

     Our product lines are classified as either an AC/DC or DC/DC power supply:

•

AC/DC Power Supplies. These products represent approximately 58% of our power conversion product sales. Typical AC/DC power supplies include open-frame, closed-frame and external units, as well as a series of rack-mountable front-end power supplies for distributed power architecture (“DPA”) systems. Most are advanced switch mode designs ranging in power from a few watts to several kilowatts.

Rectifiers are included in the portfolio of front-end power supplies offered to our wireless infrastructure customers. In addition to converting AC to DC, these products can also charge batteries and are primarily used in base stations. Our design of rectifier is more compact and efficient than the typical rectifier currently offered by our competitors. This product line of rectifiers also offers embedded and site power solutions to our wireless infrastructure customers.

•	DC/DC Power Supplies. These products represent approximately 42% of our power conversion product sales. Each of our focus market sectors has incorporated the use of DPA in their communication systems, and to respond, we have grown our DC/DC product portfolio to include one of the broadest ranges of power conversion products available in the industry today.
	With the emergence of low-voltage, high performance silicon, the development of DC/DC converters has migrated toward smaller, highly efficient low voltage modules with higher current outputs and improved thermal performance. Our Typhoon™ line of ultra low profile, high power board-mounted DC/DC converters provides increased output power capabilities at a relatively low voltage, improved conversion efficiencies, and radical reductions in physical size from previous options.
	Our fastest growing lines of DC/DC converters are non-isolated PoL modules, which provide power directly at the point of use. Advanced microprocessors, digital signal processors (“DSPs”), field programmable gate arrays (“FPGAs”) and memory chips require a dynamic power source that is able to respond to changing fluctuations in microseconds. In order to provide the low voltages, high currents and fast response time to attain its full potential, the PoL power converter is placed in close proximity to the semiconductor component. While we design and sell custom PoL modules, we also offer nine distinct product families of standard, non-isolated PoL modules.

   Sales and Distribution

     Commercially we have aligned our sales, application engineering and design resources by the market sectors and customers we serve.

     Our Power Conversion segment is organized into three global strategic business units:

• Enterprise Computing Group (“ECG”), serves our server and storage customers such as Dell, EMC, Hewlett-Packard, IBM and Sun Microsystems, as well as our enterprise networking customers such as Cisco.

• Communications Infrastructure Group (“CIG”), addresses the needs of telecommunications and wireless infrastructure customers such as Andrew, Alcatel, Ericsson, Lucent, Motorola, Nokia, Nortel, Powerwave and Siemens.

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• Marketing and Standard Products Group (“MSP”), services and cultivates the needs of our emerging customers through direct sales, manufacturers’ representatives and global distributors. MSP also designs and promotes standard and modified-standard products to our entire customer base.

     Each group has dedicated sales people and is supported by applications engineers knowledgeable in both power technology and our customers’ product applications. Additionally, both ECG and CIG have design teams strategically located near our customers’ design locations to customize or create new products to meet their specific requirements, time-to-market and required price points.

     MSP’s in-house regional sales team oversees our network of external manufacturers’ representatives. These representatives are part of an independent sales force that manages sales for emerging customers, some key accounts in remote locations and customers outside of our core communications market. Our MSP sales force also manages sales of our power supplies to stocking distributors, including Arrow Electronics, and works closely with the contract manufacturers who provide manufacturing services to our customers.

     In addition to the global business units, our Power Conversion segment includes a regional Asia-Pacific Group serving customers located in Asia, as well as the Asian operations of our global customers.

   Manufacturing

     A typical power supply generally consists of the combination of printed circuit boards along with a number of attached electronic and magnetic components. In many cases, these components can be combined on a sheet metal chassis that provides a structure for the finished product. The production of our power supplies involves the assembly of these components and circuit boards utilizing automated surface mount technology, or SMT. The number of components in our products ranges from under 50 components in a low-end PoL module, to over 3,000 components in a high-end AC/DC converter.

     Product quality and responsiveness to customers’ needs are critical to our ability to successfully compete in our industry. We emphasize quality and reliability in both the design and manufacture of our products. In addition to testing throughout the design and manufacturing process, we test and/or burn-in, as needed, many of the products we ship using automated equipment and customer-approved processes. We conform to ISO 14001 standards in our China factory, ISO 90001 standards in our North American factory and to OSHAS 18001 safety standards in China.

     We have three manufacturing facilities located in China, the United States and Germany. In an effort to improve our manufacturing cost structure, we closed our manufacturing facility in Hungary at the end of 2005. Artesyn’s European products will now be manufactured primarily by Celestica Inc., a global electronic manufacturing services (“EMS”) provider, in their facility located in Oradea, Romania.

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Embedded Systems

   Overview

     Our Embedded Systems segment accounted for 18%, 17% and 12% of our total sales in 2005, 2004 and 2003, respectively. This segment designs and manufactures CPU boards and WAN I/O boards bundled with software protocols that are embedded into communication infrastructure systems. These communications systems are configured using various hardware and software components, often from multiple suppliers, to produce applications for telecommunications and wireless infrastructure. The systems using our boards and software may either be proprietary or based on open standards such as Advanced Telecom Computing Architecture (“AdvancedTCA^®”) or Compact Peripheral Component Interconnect (“CompactPCI™”).

     In a typical application, our embedded CPU boards control and monitor the signaling and transfer of outgoing and incoming calls within wireless and landline communications networks. Our bundled WAN I/O boards are primarily used to enable a call, either voice or data, from a wireless handset to a voice network or to the Internet.

   Products

     The main product lines of our Embedded Systems segment are T1 and E1 WAN I/O boards, CPU boards and other specialized hardware/software subsystems embedded in communication infrastructure systems. Applications of our WAN I/O boards interconnect voice and data communications between computers over long distances, and are used to provide links and to carry data from wireless networks to landline telephone networks or to the Internet. Our CPU boards control and monitor activities of high-speed line interface cards, as well as coordinate the activities of an entire rack of interface boards.

     Our products are employed in a wide range of worldwide telecommunications and data communications networks, such as gateway/routers, switching, call processing and wireless communications infrastructure. Our products are designed and manufactured to worldwide industry standards primarily using open systems technology such as PCI, CompactPCI™, AdvancedTCA^® and AdvancedMC™ and can be supplied off-the-shelf or customized to meet customers’ specific cost and performance requirements. Many of these products are integrated into hardware/software bundles used in a range of applications.

     Our Embedded Systems segment has two primary types of protocol software — control software and data software. Both types of protocol software, which comprise our SpiderWare™ product line, are bundled with different interface boards to provide a subsystem for our customers’ communications infrastructure applications.

• Control software. Otherwise known as signaling software, control software is used to control telephone calls in both the landline and wireless networks. Industry standard names for this software are SS7 and SIGTRAN. This software is used for setting up a call, identifying a route for the call to take through the specific phone network and providing various information to the end-user, including “caller ID.”

• Data software. This software is used to enable a call, for either voice or data, from a mobile handset to a voice network or to the Internet. Our customers integrate this software with their proprietary software to create an end application.

   Sales and Distribution

     The Embedded Systems sales force is divided into Global Accounts, aligned to support many of the largest telecommunications equipment and wireless infrastructure suppliers, and Key Accounts, a separate sales group targeting emerging companies.

     A typical Global Accounts team includes dedicated sales people, supported by applications engineers, serving a customer with both standard off-the-shelf product and custom designs. The Key Accounts group has regionally based account managers overseeing external manufacturers’ representatives. This group uses standard products to develop viable solutions that meet the needs of emerging companies.

   Manufacturing

     Our Embedded Systems segment manufactures CPU boards and WAN I/O boards, primarily employing SMT technology in production. A printed circuit board that has been manufactured to our specifications is processed through an SMT line where electronic components, which can include microchip processors, are placed on the board. The SMT equipment places the parts

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according to our design based on customers’ requirements. The number of components incorporated into our boards ranges from under 100 components on a low-end transition module to over 2,500 components on a high-end bundled hardware/software subsystem. All of our products in the Embedded Systems segment are manufactured at our facility in Madison, Wisconsin.

Customers

     Our current customer list is made up of world-class organizations within the communications industry with whom we have developed long-standing relationships based on the quality, reliability and efficiency of our products. The following table provides a breakdown of sales within our core market sectors:

	2005
Server and Storage		40	%
Wireless Infrastructure		33	%
Distribution and Other		16	%
Enterprise Networking and Telecommunications		11	%

A large portion of our sales are made to a small group of customers, with our ten largest customers representing 71% of our total sales in 2005. We currently participate in more than 100 separate projects with our customers, thereby limiting our exposure to the failure or cancellation of any one project. Our ten largest customers (in alphabetical order) are Alcatel, Cisco, Dell, Ericsson, Hewlett-Packard, IBM, Lucent, Motorola, Nortel and Sun Microsystems. Dell and Nortel were the only customers representing 10% or more of company revenues in 2005, with sales representing 13% and 10%, respectively.

Suppliers

     We maintain a network of suppliers for our components and other materials used in the manufacture of products within our Power Conversion and Embedded Systems segments. We typically design products using materials readily available from several sources and attempt to minimize our use of single-source components. We procure materials based upon our enterprise resource planning system and use a combination of forecasts, customer purchase orders and formal purchase agreements to create our materials requirements plan.

     Our procurement of parts includes common parts — those that are used widely in the electronics industry — and unique parts — those that are specifically manufactured for a given customer product. We occasionally use components or other materials from a single source when introducing new technology and products to the market. In these situations, we typically seek to establish long-term relationships with these suppliers to assure continued supply.

     We are focused on increasing our supplier-managed inventories, whereby the supplier holds the inventory in a location near our factory and we pull the inventory as needed for production. This arrangement allows us to reduce our inventory while ensuring a continued supply of raw materials and components for our manufacturing process. In 2005, approximately 62% of our materials and components were purchased from supplier-managed inventory.

Backlog

     Sales are generally made pursuant to purchase orders rather than long-term contracts. Backlog consists of purchase orders on hand with delivery dates scheduled within the next six months and three months of forecasted demand for products under vendor-managed inventory agreements with customers. Order backlog at December 30, 2005 was $79.9 million as compared to $87.0 million at December 31, 2004. We expect to ship substantially all of the December 30, 2005 backlog in the first six months of 2006.

Research and Development

     We maintain an active research and development department, which is engaged in the development of new products and technologies, devising solutions for our clients and modifying and improving existing products. We believe that the percentage of our spending for research and development in relation to revenue is among the highest in our industry, reflecting our commitment to maintain our level of timely introduction of new technology and products. Expenditures for research and development during fiscal years 2005, 2004 and 2003 were $48.9 million, $44.3 million and $37.4 million, respectively.

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Intellectual Property Matters

     We believe that our future success is primarily dependent upon the technical competence and creative skills of our personnel, rather than upon any patent or other proprietary rights. However, we have protected certain products with patents where appropriate, and have defended, and will continue to defend, our rights under these patents. We currently maintain 45 patents related to technology included in the products we sell.

Competition

     The industry in which we compete is highly competitive and characterized by customer expectations for continually improved product performance, shorter manufacturing cycles and lower prices. These trends result in frequent introductions of new products with added capabilities and features and continuous improvements in the relative price/performance of the products.

     Our principal competitors include Acbel Polytech (Taiwan), Delta Electronics (Taiwan and Thailand), Emerson, Lite-On (Taiwan), Motorola, and Tyco International. Our broad strategies to deal with competition include an on-going commitment to investment in research and development, continual reduction of our product costs, maintaining and expanding our relationships with customers in the growth sectors of our industry, and offering a broad range of products to meet our customers’ applications needs.

Employees

     We presently have approximately 1,300 permanent employees, as well as approximately 4,700 temporary employees and contractors, the majority of whom work at our facility in China. None of our domestic employees are covered by collective bargaining agreements.

Environmental Matters

     Compliance with federal, state, local and foreign laws and regulations related to the discharge of materials into the environment has not had, and, under present conditions, we do not anticipate that such laws and regulations will have a material effect on our results of operations, capital expenditures, financial condition or competitive position.

Company Website and Access to Company Filings

     Our website is www.artesyn.com. Information contained on our website, however, is not part of this Annual Report on Form 10-K. All annual reports, quarterly reports, current reports and all amendments to these reports are available free of charge as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission through our website. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 5^th St. N.W., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information about issuers that file electronically at www. sec. gov.

Item 1A. Risk Factors

     The following discussion should be read in conjunction with our December 30, 2005 Consolidated Financial Statements and related notes. With the exception of historical information, the matters discussed below may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties. Forward-looking statements typically use words or phrases such as “estimate,” “plans,” “projects,” “anticipates,” “continuing,” “ongoing,” “expects,” “believes,” or words of similar import. We caution readers that a number of important factors, as well as factors discussed in our other reports filed with the SEC, could affect our actual results and cause them to differ materially from those expressed in the forward-looking statements. Forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof, based on information available as of the date hereof, and subject to applicable law to the contrary, we assume no obligation to update any forward looking-statements.

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Risks Associated with Our Pending Merger with Emerson

     On February 1, 2006, we entered into an Agreement and Plan of Merger with Emerson. Upon consummation of the merger, each share of Artesyn common stock issued and outstanding will be automatically converted into the right to receive $11.00 in cash and Artesyn will become a wholly-owned subsidiary of Emerson.

Failure to complete the merger with Emerson could materially and adversely affect our results of operations and our stock price.

     Consummation of the merger is subject to certain conditions, including antitrust approvals in the United States (for which early termination of the waiting period required under the HSR Act has been granted as of March 3, 2006) and Germany, approval of the merger by Artesyn shareholders, the absence of a material adverse effect on the business of Artesyn and its subsidiaries, taken as a whole, and a limited number of other closing conditions. We cannot provide assurance that these conditions will be satisfied or waived, that the necessary approvals will be obtained, or that we will be able to successfully consummate the merger as currently contemplated under the merger agreement or at all.

     If the merger is not consummated:

• the market price of our common stock may decline to the extent that the current market price includes a market assumption that the merger will be completed;

• we will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the merger;

• we may experience a negative reaction to the termination of the merger from our customers, suppliers, distributors or partners which may adversely impact our future operating results; and

• under some circumstances, we may have to pay a termination fee to Emerson in the amount of $15 million and reimburse Emerson for its expenses incurred in connection with the transaction, up to $2.5 million.

     The occurrence of any of these events individually or in combination could have a material adverse effect on our results of operations and our stock price. In addition, if the merger agreement is terminated and our Board of Directors seeks another merger or business combination, we may not be able to find a party willing to pay a price equivalent to or more attractive than the price Emerson has agreed to pay.

Obtaining required approvals and satisfying closing conditions relating to the merger or other developments may delay or prevent completion of the merger.

     Completion of the merger with Emerson is conditioned upon, among other things, the expiration or termination of any required waiting periods under the HSR Act (for which early termination of the required waiting period has been granted as of March 3, 2006), as well as under comparable laws in Germany.

     The requirement for these governmental approvals could delay the completion of the merger for a significant period of time. No assurance can be given that these approvals will be obtained or that the required conditions to closing will be satisfied. In connection with the granting of these consents and authorizations, governmental authorities may impose conditions on completion of the merger or require changes to the terms of the merger and the merger agreement. Such conditions or changes may not be acceptable to the party or if agreed to by the parties, may jeopardize or delay completion of the merger or may reduce the anticipated benefits of the merger.

Customer, supplier, distributor and partner uncertainty about the merger or general effects of the merger on our customer, supplier, distributor and partner relationships may have an adverse effect on our operating results, whether or not the merger is completed.

     Some of our existing or potential customers may, in response to the announcement, pendency or consummation of the merger, delay or defer their purchases of our products. In addition, customers and prospective customers may choose not to award us new design programs for future products or to reduce or eliminate purchases of our current products because of uncertainty about the new

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combined company’s ability to provide products in a satisfactory manner. In many instances, we and Emerson serve the same customers, and some of these customers are likely to decide that it is desirable to have additional or different suppliers, as is the practice in our industry, thereby reducing the new combined company’s total share of the market.

     Furthermore, Emerson’s and our respective suppliers, distributors and partners may have concerns regarding uncertainty about their future relationship with the combined company and may seek to modify or terminate existing agreements or reduce or limit their relationship with us or with Emerson until or after the merger is completed. As a result, revenues that may have ordinarily been received by us or Emerson may be delayed or not earned at all, product development schedules may be adversely impacted, costs of components may increase and/or cost reductions that would ordinarily have been achieved might be delayed or not achieved at all, whether or not the merger is completed.

Diversion of management attention to the merger and employee uncertainty regarding the merger could adversely affect our business, financial condition and operating results.

     The merger has required, and will continue to require, a significant amount of time and attention from our management, with attention to closing matters and transition planning for the merger expected to place a significant burden on our management and our internal resources until the merger is completed. The diversion of management attention away from normal operational matters and any difficulties encountered in satisfying closing conditions or the transition planning process could harm our business, financial condition and operating results. In addition, as a result of the merger, current and prospective employees may experience uncertainty about their future roles within the new combined company. This uncertainty may adversely affect our ability to retain or recruit key management, sales, marketing and technical personnel. Any failure to retain key personnel could have an adverse effect on us prior to the consummation of the merger or on the business of the new combined company after completion of the merger.

If the merger is not consummated, we may need to make significant changes in our operations or corporate structure.

     If the merger with Emerson is not approved by our shareholders or does not close for any other reason, including the reasons listed above, we may decide to pursue alternative strategic actions which could result in a fundamental change to our operational and/or corporate structure. It is uncertain whether one or more of these changes in our operations or corporate structure would provide more or less value to our shareholders than the pending merger.

A class action lawsuit that seeks to prevent the merger has been filed.

     On March 2, 2006, Samco Partners, an entity alleging to be an Artesyn shareholder, filed a purported class action complaint in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida against Artesyn, substantially all of our directors and Emerson challenging the proposed merger. The complaint alleges that our directors breached their fiduciary duties in connection with the approval of the merger, that the defendants did not fully and fairly disclose certain material information with respect to the approval of the merger in our preliminary proxy statement filed with the SEC on February 23, 2006 and that Emerson aided and abetted our directors in their alleged breaches of fiduciary duty. The complaint seeks injunctive relief against the consummation of the merger or, alternatively, to rescind it. It also seeks an award of damages for the alleged wrongs asserted in the complaint. The lawsuit is in its preliminary stages. We believe that the lawsuit is without merit and intend to defend it vigorously. If we are not successful in defending this lawsuit, the completion of the merger could be jeopardized or materially delayed and such a result could have a material adverse effect on our business, operating results and financial condition.

Risks Associated with Our Business

Our future profitability depends on our ability to successfully develop and market our products in a volatile, competitive industry characterized by rapidly changing prices, technologies and customer demand.

     The markets for our products are characterized by rapidly changing technologies, changing customer demands, evolving industry standards, frequent new product introductions and, in some cases, short product life cycles. The development of new, technically advanced products is a complex and uncertain process requiring high levels of innovation and investment, as well as an accurate anticipation of technological and market trends. To respond to the needs of our customers in the communications industry, we must continuously develop new and more advanced products at lower prices. We are making significant investments in next generation technologies, but there can be no assurance that these investments will lead to additional revenue and profitability. Our inability to properly assess developments in the communications industry or to anticipate the needs of our customers could cause us to lose business with our current customers and prevent us from obtaining new customers. Additionally, because our products are

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incorporated into our customers’ products as components or sub-systems, our future profitability depends on the success of our customers’ products and the health of the communications industry in general.

Price erosion due to competition could have a material effect on our profitability.

     We operate in an industry where quality, reliability, stability, product capability and other factors influence our customers’ decisions to purchase our products. Because of the highly competitive nature of our industry, the price of our products is also a major factor, and it could become a more important factor the more competitive our industry becomes. The competitive nature of our industry could result in price reductions, reduced profit margins and loss of market share, each of which would adversely affect our business, operating results and financial condition. Our strategies to manage the competition include, but are not limited to, maintaining an appropriate level of investment in research and development and sustaining and expanding relationships with our customers in the high-growth sectors of our industry; however, there can be no assurance that such strategies will be effective.

We face risks by having most of our manufacturing capacity concentrated in our China facility.

     The closure of our facility in Hungary in 2005 will further concentrate the manufacturing capacity of our Power Conversion segment to our low-cost facility in China. The cost structure of the facility and its relationship to our customers’ expectations for the price of our products makes our future success dependent on the ability to efficiently utilize our China manufacturing location. International operations, however, are subject to inherent risks, including unexpected changes in regulatory requirements and tariffs, interruptions in air or sea transportation, political or economic changes, difficulties in staffing and managing foreign operations, foreign currency exchange rates and potentially adverse tax consequences, any or all of which could adversely affect our ability to manufacture our products and deliver those products to our customers.

We face risks associated with outsourcing the manufacturing of our products.

     We have outsourced the manufacturing of products previously produced in our facility in Hungary to a third party global EMS provider. Less than 10% of our total products will be manufactured by this EMS provider, however, our reliance on this outsourcing arrangement exposes us to a number of risks outside of our immediate control, including the potential absence of adequate capacity, the unavailability of or interruptions in access to certain process technologies and reduced control over delivery schedules, manufacturing yields and costs. In the event that the EMS provider is unable or unwilling to continue to manufacture our products in required volumes, we will need to identify and qualify an acceptable additional or alternative outsourcing arrangement, which could result in production delays. No assurance can be given that any such source would become available to us or that any such source would be in a position to satisfy our needs and the needs of our customers on a timely basis, if at all. Any significant interruption in the supply of our products manufactured under this outsourcing arrangement could result in the delay of shipment of products to our customers, which in turn could have a material adverse effect on our results of operations and customer relationships.

We rely on significant relationships with a small number of customers and the loss of any of those customers or significant reductions in their purchases of our products could adversely affect our revenue and operating results.

     Our ten largest customers accounted for 71% of our total sales for the 2005 fiscal year, with sales to Dell Computer and Nortel accounting for approximately 13% and 10% of our total 2005 sales, respectively. The telecommunications industry has recently experienced a consolidation of both U.S. and non-U.S. companies, as evidenced by the recent merger of AT&T Wireless and Cingular. As a result of continued consolidation, it is possible that in fiscal 2006 and subsequent years an even greater percentage of our revenues will be attributable to fewer customers than in the past years. While we are “designed in” to and derive revenue from several distinct products with each customer, we do not have long-term contracts with customers and decisions by a small number of our customers to defer their purchasing decisions or to purchase products elsewhere could have a material adverse effect on our business, operating results and financial condition.

     In addition, if we were to experience an unanticipated catastrophic quality issue (i.e., a product or design failure), or even a less than catastrophic but significant issue, with one of our customers (especially one of our two largest customers) that threatened our relationship with that customer, the competitive nature of our industry could allow that customer to terminate its relationship with us and move its business to one of our competitors. As mentioned above, a majority of our largest customers customarily dual source their major programs, meaning that they purchase comparable products or components from two sources to ensure a reliable supply of component parts for their products. If we were to experience supply or quality issues on a dual sourced program, the customer could choose to move a greater percent of their orders to the secondary source without significant disruption to their supply chain but with potentially material adverse effects to us.

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If demand for our products were to increase, we could face production capacity constraints.

     Our current manufacturing capabilities are in line with the level of production we expect over the near term. If demand were to increase drastically from our expectations, we would be forced to add additional production capacity on very short notice. If our capacity constraints keep us from fulfilling customers’ orders, it could have a material adverse effect on our results from operations and customer relationships.

We face risks associated with the sale of our products in foreign locations.

     International sales have been, and are expected to continue to be, an important component of our total sales. In 2005, international sales, based on selling location, represented 48% of our total sales. Because our customers do business in international locations, our future success is dependent on our continued growth and our ability to administer our sales operations in foreign markets. The success and profitability of our international operations is subject to inherent risks, including unexpected changes in regulatory requirements and tariffs, increased import duties, interruptions in air or sea transportation, political or economic changes, difficulties in managing foreign operations, longer payment cycles, problems in collecting accounts receivable, foreign currency exchange rates and potentially adverse tax consequences, any or all of which could adversely affect our operations.

Our future profitability may be adversely affected by a disruption in our supply chain.

     As a result of the custom nature of certain of our manufactured products, components used in the manufacture of our products are currently obtained from a limited number of suppliers, and a small percentage of components are purchased from a single vendor. Should any of our suppliers have significant issues in designing or manufacturing our components in accordance with quality specifications or related regulations, there could be a disruption in our supply chain while we resolve the issues or transition to a different vendor. A change in suppliers, which could take several months to properly transition, could cause a delay in manufacturing, additional manufacturing costs and a possible loss of sales that could adversely affect our future operating results and financial position.

With an asset-based credit facility, we face risks associated with fluctuating credit availability.

     The amount available for borrowing under our senior credit facility is calculated as a percentage of our domestic accounts receivable and inventory that meet certain criteria as set forth in the credit agreement, minus reserves as determined by our lender. Our lender maintains the right to change the advance rates and eligibility criteria for our domestic accounts receivable and inventory and the discretion to change or institute new reserves against our availability. Accordingly, the amount available for borrowing under our senior credit facility may be reduced due to the reduction in the amount of our eligible assets resulting from changing market conditions, and the application of or changes to eligibility criteria, as well as the reduction of advance rates and/or the increase or change in reserve amounts, which may be imposed at the discretion of our lender. These factors could have the result of reducing the amount we may borrow under the facility at a time when we have a need to borrow additional amounts or requiring repayments under the facility at a time when we do not have adequate cash flow to make such repayments or when such repayments may not be in our best interest due to the economic climate and/or our financial condition at that time. These consequences could negatively impact our liquidity and such impact could be material. As of December 30, 2005, however, there were no amounts outstanding under our asset-based revolving credit facility.

The provisions of our credit agreement could affect our ability to enter into certain transactions.

     Our senior credit facility may restrict our ability to enter into certain corporate transactions (including, among other things, the disposition of assets, making certain capital expenditures and forming or acquiring subsidiaries) unless we obtain the prior written consent of Bank of America. Because we cannot guarantee that Bank of America will, in all circumstances, provide consent for the specific purposes for which we intend, our ability to enter into certain corporate transactions, to the extent that we may require capital in addition to our cash and investments on hand, may be prohibited or delayed.

Market consolidation could create companies that are larger and have greater resources than us.

     Our principal competitors include Acbel Polytech (Taiwan), Delta Electronics (Taiwan and Thailand), Emerson, Lite-On (Taiwan), Motorola and Tyco International. If our merger with Emerson does not close and two or more of our competitors consolidate, the combined companies would likely create entities with increased market share, customer bases, proprietary technology, marketing

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expertise and sales forces and would likely have increased purchasing leverage for acquiring raw materials. Such a development may create stronger competitors, which could adversely affect our ability to compete in the markets we serve.

We face, and might in the future face, intellectual property infringement claims that might be costly to resolve.

     We have, from time to time, received, and may in the future receive, communications from third parties asserting that our products or technology infringe on a third party’s patent or other intellectual property rights. Such claims have resulted in litigation in the past, and could result in litigation in the future. If we do not prevail in any such litigation, our business may be adversely affected, depending on the technology at issue. In addition, our industry is characterized by uncertain and conflicting intellectual property claims and, in some instances, vigorous protection and pursuit of intellectual property rights or positions, which have on occasion resulted in protracted and expensive litigation. We cannot make the assurance that intellectual property claims will not be made against us in the future or that we will not be prohibited from using our technologies subject to any such claims or that we will not be required to obtain licenses and make corresponding royalty payments. In addition, the necessary management attention to, and legal costs associated with, litigation could have a material adverse effect on our business, operating results and financial condition.

Our future success could depend on the protection of our intellectual property; costs associated with enforcing our intellectual property rights could adversely affect our operating results.

     We generally rely on patents and trade secret laws to establish and maintain proprietary rights in some of our technology and products. While we have been issued a number of patents and other patent applications are currently pending, there can be no assurance that any of the patents will not be challenged, invalidated or circumvented, or that any rights granted under these patents will, in fact, provide us with competitive advantages. In addition, there can be no assurance that patents will be issued from pending applications, or that claims on future patents will be broad enough to protect our technology. Also, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the United States. Litigation may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Litigation could result in substantial costs and diversion of resources and could have a significant adverse effect on our operating results.

Our future profitability may be adversely affected by a change in governmental regulation.

     Our operations are subject to laws, regulations, government policies and product certification requirements worldwide. Changes in such laws, regulations, policies or requirements in the United States or in other countries in which we operate or sell our products could result in the need to modify products and could affect the demand for our products, which may involve substantial costs or delays in sales and could have an adverse effect on our future operating results. For example, in January 2003 the European Union issued Directive 2002/95/EC of the European Parliament and of the Council, which restricts the use of certain hazardous substances in electrical and electronic equipment. This legislation will be effective beginning July 1, 2006. In addition, several of our customers that operate in the regions not affected by this regulation have nevertheless chosen to comply with its provisions to reduce the hazardous impacts on the environment. In order to comply with this legislation, we have identified alternative materials and manufacturing processes that have successfully passed our qualification and reliability testing. While we expect to be fully compliant with this legislation within the required timeline, failure to achieve compliance could negatively impact our revenue.

We rely on certain key personnel and a loss of such personnel could adversely affect our business.

     If we lose one or more members of senior management, or if we cannot attract and retain qualified management or technical personnel, our operating results could be adversely affected. Our capacity to develop and implement new technology depends on our ability to employ personnel with highly technical skills. Competition for such qualified technical personnel is intense due to the relatively limited number of engineers available.

Increased leverage as a result of the issuance of our convertible debt may harm our financial condition and results of operations.

     At December 30, 2005, we had $90 million of outstanding debt as reflected on our consolidated balance sheet included in Item 8 of this Annual Report on Form 10-K. If our merger with Emerson is not completed, we may incur additional indebtedness in the future and the terms of the outstanding convertible notes do not restrict our future issuance of indebtedness. Our level of indebtedness will have several important effects on our future operations, including, without limitation:

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• a portion of our cash flow from operations will be dedicated to the payment of interest required with respect to outstanding indebtedness;

• increases in our outstanding indebtedness and leverage will increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and

• depending on the levels of our outstanding debt, our ability to obtain additional financing for working capital, capital expenditures and general corporate and other purposes may be limited.

     Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to the success of the marketing of our products, general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. If we are not able to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things:

• to seek additional financing in the debt or equity markets;

• to refinance or restructure all or a portion of our indebtedness, including our outstanding convertible notes; or

• to sell selected assets.

     Such measures might not be sufficient to enable us to service our debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms.

Our shareholders will be diluted if we issue shares subject to options, warrants, convertible notes and payment of matching contributions under our 401(k) plan.

     As of December 30, 2005, we had reserved the following shares of our common stock for issuance:

• 1,550,000 shares issuable upon exercise of outstanding warrants held by Finestar International Ltd. (“Finestar”), which are subject to anti-dilution provisions that provide for adjustments to the exercise price of the warrants for issuances of additional securities below a certain price;

• 4,897,000 shares issuable pursuant to stock options outstanding;

• 1,796,000 shares available for future grant under our stock based compensation plans;

• 11,161,000 shares issuable upon conversion of 5.5% Convertible Senior Subordinated notes issued in August 2003; and

• 494,000 shares for the purpose of making matching contributions under our 401(k) plan.

     If we do not complete our merger with Emerson, the issuances of some or all of this reserved common stock would dilute our existing shareholders.

Item 1B. Unresolved Staff Comments

     None

Item 2. Properties

     We currently occupy approximately 1.4 million square feet of office and manufacturing space worldwide, some of which we own and maintain. All facilities are in good condition and are adequate for their current intended use. We maintain the following facilities:

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		Approximate
		Square		Owned/
Facility	Primary Activity	Footage		Leased
Boca Raton, FL	Corporate Headquarters		11,100	Leased
Eden Prairie, MN	Engineering, Administration		28,300	Leased
Edinburgh, Scotland	Engineering, Administration		6,900	Leased
Einsiedel, Germany	Manufacturing, Warehouse		28,400/4,600	Owned/Leased
Framingham, MA	Engineering, Administration		23,100	Leased
Hong Kong, China	Engineering, Administration		144,900	Owned
Madison, WI	Manufacturing, Administration, Engineering		45,000/13,100	Owned/Leased
Redwood Falls, MN	Manufacturing, Warehouse		133,400/52,600	Owned/Leased
Tuscon, AZ	Engineering		4,900	Leased
Vienna, Austria	Engineering, Administration		31,000	Leased
Westminster, CO	Engineering		7,000	Leased
Youghal, Ireland	Engineering, Administration		36,000	Owned
Zhongshan, China	Manufacturing, Engineering		800,000	Leased
Milpitas, CA	Engineering, Administration		12,600	Leased

     All facilities listed in the table above operate within the Power Conversion segment, except the corporate headquarters in Boca Raton, Florida and the Embedded Systems facilities in Madison, Wisconsin and in Edinburgh, Scotland. The facilities described above provide us with enough capacity to meet our current needs. In addition to the above locations, we have leased sales/engineering offices within the Power Conversion segment located in or near Austin, Texas; Tokyo, Japan; Beijing, China; and Paris, France. The Embedded Systems segment has six sales offices in the United States located in Illinois, Florida, Missouri, California and Maryland.

Item 3. Legal Proceedings

     On February 8, 2001, VLT, Inc. and Vicor Corporation filed a suit against us in the United States District Court for the District of Massachusetts alleging that we infringed on a U.S. patent entitled “Optimal Resetting of The Transformer’s Core in Single Ended Forward Converters.” By agreement, Vicor Corporation subsequently withdrew as plaintiff. VLT has alleged that it is the owner of the patent and that we have manufactured, used or sold electronic power converters with reset circuits that fall within the claims of the patent. VLT seeks damages, including royalties, lost profits, interest, attorneys’ fees and increased damages under 35 U.S.C. § 284. Originally, we challenged the validity of the patent and denied the infringement claims, but have since reached an agreement with VLT on a stipulated judgment, after the Court ruled on the scope of the patent.

     In the stipulated judgment, VLT agreed that, under the Court’s construction, most of the Artesyn products that were originally accused of infringement (representing over 90% of the accused sales volume) did not infringe the patent. In exchange, we agreed that, under the Court’s claim construction, the patent is valid and enforceable, and one category of our products (representing less than 10% of the accused sales) did infringe the patent, prior to its expiration in February of 2002. Due to the patent expiration, the parties agree that no current Artesyn products can infringe.

     The respective parties each appealed the stipulated judgment, including the District Court’s claim constructions to the United States Court of Appeals for the Federal Circuit. On May 24, 2004, the Federal Circuit affirmed the rulings of the District Court and subsequently denied all motions for rehearing and reconsideration and remanded the case back to the District Court. The only issue pending at the District Court following the Federal Circuit’s decision is what, if any, damages are owed by us to VLT on the limited sales of the remaining category of our products that infringe the patent under the stipulated judgment.

     On September 30, 2005, Power-One, Inc. (“Power-One”) filed a suit against us in the United States District Court for the Eastern District of Texas, Marshall Division, for patent infringement. Power-One alleges that our DPL20C PoL converter product infringes on two patents concerning digital power management. Additionally, Power-One. amended its original complaint in December 2005 to state that it intends to add infringement counts for pending patent applications which, as of December 2005, had been allowed by the US Patent and Trademark Office but which had not yet been issued. The lawsuit seeks monetary damages and a permanent injunction that would prohibit us from manufacturing and selling the converter. We have counterclaimed for declaratory judgment that the patents are not infringed and that the patents are invalid. We believe that we have defenses to the suit and we intend to assert them vigorously.

     On March 2, 2006, Samco Partners, an entity alleging to be an Artesyn shareholder, filed a purported class action complaint in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida against us, substantially all of our directors and Emerson challenging the proposed merger. The complaint alleges that our directors breached their fiduciary duties in connection with the approval of the merger, that the defendants did not fully and fairly disclose certain material information with respect to the approval of the merger in our preliminary proxy statement filed with the SEC on February 23, 2006 and that Emerson aided and abetted our directors in their alleged breaches of fiduciary duty. The complaint seeks an injunction prohibiting completion of the merger or, alternatively, to rescind it. It also seeks an award of damages for the alleged wrongs asserted in the complaint. The lawsuit is in its preliminary stages. We believe that the lawsuit is without merit and intend to defend it vigorously.

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Item 4. Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 30, 2005.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

     Market Information

     Our common stock is traded on The NASDAQ Stock Market^SM under the symbol “ATSN.” The following table shows the high and low prices for our common stock, as reported by The NASDAQ Stock Market^SM, for each of the four quarters of fiscal years 2005 and 2004:

	2005				2004
Fiscal Quarter	High		Low		High		Low
First	$	10.99	$	8.15	$	12.30	$	8.00
Second		9.08		6.57		10.98		7.80
Third		10.15		8.79		10.28		7.01
Fourth		10.89		8.44		11.32		8.75

     On February 27, 2006 the last reported sale price of our common stock on The NASDAQ Stock Market^SM was $10.87 per share.

     Dividends

     To date, we have not paid any cash dividends on our common stock. The Board of Directors presently intends to retain all of our earnings for use in our business and does not anticipate paying cash dividends in the foreseeable future. In addition, the payment of dividends is prohibited by our current credit agreement and would require the prior written consent of Emerson under the terms of our Merger Agreement with Emerson.

     Holders

     As of February 27, 2006, there were approximately 8,857 shareholders consisting of record holders and individual participants in security position listings.

     Equity Compensation Plan Information

     During 2005, we began awarding restricted shares of common stock to employees pursuant to our 2000 Performance Equity Plan. As of December 30, 2005, approximately 279,000 restricted shares were issued and outstanding. The following table sets forth information regarding stock options granted under equity compensation plans as of December 30, 2005:

	Number of Securities to Be		Weighted Average		Number of Securities
	Issued Upon Exercise of		Exercise Price of		Remaining Available for
	Outstanding Options		Outstanding Options		Future Issuance
Plan Category
Equity compensation plans
Not approved by shareholders		—		—		—
Approved by shareholders		4,897,000	$	8.99		1,796,000	(1)

(1) Under the terms of our 2000 Performance Equity Plan, we reserved 4,400,000 shares of common stock for issuance. Additionally, options under our 1990 Performance Equity Plan that expire or terminate unexercised after the adoption of the 2000 Performance Equity Plan, options under the 2000 Plan that expire or terminate unexercised and forfeited shares of restricted stock, are available for new grants pursuant to the terms of the 2000 Performance Equity Plan.

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Item 6. Selected Financial Information

     The following table sets forth certain selected financial information:

As of and for the Fiscal Years	2005		2004		2003			2002			2001
	(in thousands except per share and employee data)
Results of Operations
Sales	$	424,701	$	429,389	$	356,871		$	350,829		$	493,968
Net income (loss) (1) (2) (3)		9,936		13,873		(15,622	)		(108,822	)		(31,763	)
Per share — basic		0.25		0.35		(0.40	)		(2.84	)		(0.83	)
Per share — diluted		0.25		0.34		(0.40	)		(2.84	)		(0.83	)
Financial Position
Total assets	$	336,358	$	341,639	$	316,676		$	303,587		$	426,483
Total debt, including current maturities		90,000		90,000		90,000			69,533			100,606
Shareholders’ equity		143,268		133,976		114,037			123,446			219,245
Total capitalization (total debt plus equity)		233,268		223,976		204,037			192,979			319,851
Other Data
Capital expenditures	$	12,597	$	22,140	$	7,081		$	5,230		$	28,763
Depreciation and amortization		21,887		22,275		22,937			26,978			34,423
Common shares outstanding (000’s)		40,248		39,305		38,755			38,389			38,253
Permanent employees		1,337		1,482		1,341			2,366			2,427
Temporary employees and contractors		4,729		4,720		3,492			2,310			2,818

(1)	The 2002 information includes a goodwill impairment charge of $51.9 million.
(2)	The restructuring and related charges in 2005, 2003, 2002, and 2001 were $3.7 million, $5.6 million, $27.3 million and $15.9 million, respectively. The restructuring and related charges in 2004 were not material.
(3)	The 2001 information includes a gain on sale of our former subsidiary, Artesyn Solutions Inc., of $31.3 million.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

     The following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes included in this Annual Report on Form 10K, as well as Item 1A.,“Risk Factors.” With the exception of historical information, the matters discussed below may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements typically use words or phrases such as “estimate,” “plans,” “projects,” “anticipates,” “continuing,” “ongoing,” “expects,” “believes,” or words of similar import. We caution readers that a number of important factors, including those identified in the section entitled “Risk Factors that May Affect Future Results,” as well as factors discussed in our other reports filed with the Securities and Exchange Commission, could affect our actual results and cause them to differ materially from those expressed in the forward-looking statements. Forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof, based on information available as of the date hereof, and subject to applicable law to the contrary, we assume no obligation to update any forward-looking statements.

Introduction

     We are a leading supplier of power conversion and embedded computing solutions. Our products are designed and manufactured to meet the system needs of OEMs in voice and data communications applications including server and storage, enterprise networking, wireless infrastructure and telecommunications. We have a global presence in North America, Europe and Asia, including four manufacturing facilities and ten design centers.

     Our business is organized into two business segments, Power Conversion and Embedded Systems. Our Power Conversion segment designs and manufactures a broad range of power conversion products including AC/DC, on-board DC/DC and PoL converters. Additionally, we design and manufacture specific use power systems such as rectifiers and DC/DC power delivery systems used in wireless infrastructure and RF amplification system applications. Our Embedded Systems segment designs and manufactures embedded board level products and protocol software for applications, including CPUs and WAN I/O boards.

     Our products are components and sub-systems of our customers’ products, and accordingly, our revenue is dependent on the success of our customers’ products and services. Our customers’ success is impacted by macroeconomic and industry trends, primarily corporate spending on information technology and capital spending by communications services providers.

     The market sectors in which we sell our products are extremely competitive. In evaluating our products, customers consider quality, reliability, technology, service and cost relative to our competitors. We invest heavily in PoL and other DPA technologies in our Power Conversion segment and the development of new products that meet open standards, such as AdvancedTCA^®, in our Embedded Systems segment. In order to meet the cost requirements of our customers, we have consolidated our production in low-cost countries, and strategically outsourced our European production to a global EMS provider.

     We generate cash through net income, efficient working capital and capital equipment management, and equity and debt financing transactions.

     We are financed through a mixture of equity and debt. Our debt is in the form of 5.5% Convertible Senior Subordinated notes due in 2010 and an asset-based senior revolving credit facility, the availability under which is determined in accordance with a borrowing base calculation using domestic accounts receivable and inventory.

     On February 1, 2006, we entered into an Agreement and Plan of Merger with Emerson, pursuant to which we will become a wholly owned subsidiary of Emerson. Upon consummation of the merger, each share of Artesyn common stock issued and outstanding will be automatically converted into the right to receive $11.00 in cash. Artesyn’s and Emerson’s respective obligations to consummate the merger are subject to approval of the Merger by our shareholders and other customary closing conditions. The Merger Agreement also contains certain termination rights for both Artesyn and Emerson.

     Please refer to Item 1A for a discussion of risks and uncertainties associated with this Merger. The occurrence of any of the events discussed therein, individually or in combination, could have a material adverse effect on our results of operations and our stock price. Uncertainty about the Merger or general effects of the Merger on our customer, supplier, distributor and partner relationships may have an adverse effect on our operating results, whether or not the Merger is completed. For more information on the Merger, please refer to our Current Report on Form 8-K, filed with the SEC on February 2, 2006, and our Preliminary Proxy Statement, filed with the SEC on February 23, 2006. Our Definitive Proxy Statement is to be filed with the SEC.

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2005 Overview

     After our strong performance in 2004, we entered 2005 expecting continued growth in our business. During 2005, however, we were adversely impacted by lower growth in our end markets and certain customer programs going end of life earlier than anticipated, which resulted in a slight decline in revenue compared to the prior year.

     We earned $0.25 per diluted share in 2005, which represented a decrease of $0.09 per share compared to 2004. Included in 2005 results are restructuring charges of $3.7 million, mainly related to the closure of our Hungarian manufacturing facility. Lower revenue and an unfavorable product mix further attributed to the reduction in net income in 2005.

     While operating results were disappointing in 2005, we continued to focus on improving our future operating position. To further streamline our cost structure, we performed a company-wide review of operating expenses, which resulted in implementation of certain restructuring actions in 2005. The actions included headcount reductions throughout the company, as well as the decision to close our under-utilized manufacturing facility in Tatabanya, Hungary and outsource certain production to a global EMS provider.

     During 2005, we experienced continued success in winning new program commitments from our customers. Our past experience has shown program awards are a good measure of future growth. During 2005, there were over 100 major program awards, with estimated lifetime revenues of $965 million, representing a significant increase from $690 million of lifetime revenues from major new program awards during 2004. We expect that the volume of new programs will result in an increase in revenue in 2006 over the 2005 level.

     Our commitment to investing in new technologies remained a core strategy in 2005, targeted to increase future market share with our blue-chip customer base, expand our emerging customer base and enter new market and product sectors. During 2005, we invested $48.9 million, or 11.5% of revenue in research and development, representing an increase of 10% from our research and development spending in 2004.

Critical Accounting Policies

     An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that were highly uncertain at the time the estimate was made, if different estimates reasonably could have been used in the current period, or if changes in the accounting estimate are reasonably likely to occur from period to period that could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

     We have identified the accounting policies outlined below as critical to our business operations and to the understanding of our results of operations. The listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by United States generally accepted accounting principles (“GAAP”), with no need for management’s judgment in their application. The impact and any associated risk related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Inventories

     We value our inventory at the lower of cost or market, on a first-in, first-out basis. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory, based primarily on our estimated forecast of product demand and production requirements for the next twelve months. Demand for our products can fluctuate significantly, and we consult with our sales and customer service organizations in order to determine the projections for each component and finished good. Due to the magnitude of the value of our inventory, unanticipated changes to our forecast or product lifecycles could result in adjustment to the provision for excess and obsolete inventory that is material to our results. The estimate of inventory reserves is a critical accounting policy in both of our segments.

     At December 30, 2005, our inventory reserve balance was $17.1 million, representing 27.0% of the value of our gross inventory compared with $19.7 million, or 28.0% of gross inventory, at the end of 2004. The decrease in the reserve balance in 2005 is due to the disposal and sales of inventory previously determined to be obsolete, offset by additional inventory provisions related mostly to

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inventory not in compliance with the Restriction of Hazardous Substances (RoHS) requirement for products used throughout the European Union.

Warranties

     The terms of the warranties we offer to our customers vary depending upon the specific product and terms of the customer purchase agreement. Our standard warranties require us to repair or replace defective products returned to us during the warranty period at no cost to the customer. At the time of sale, we record an estimate for warranty-related costs based on our actual historical return rates and communications of warranty-related matters from our customers. Changes in such estimates can have a material effect on net income. The estimate of warranty obligations is a critical accounting policy in both segments.

     The reserve is determined by first comparing the historical relationship between warranty costs, which are made up of labor and materials required to repair the parts returned, and revenue over the prior 24-36 months to calculate a rate. The rate is then applied to shipments under warranty using a sliding scale, based on historical return patterns. We also evaluate specific large exposures for inclusion in the reserve, if appropriate. We have recognized expenses related to warranty costs of $2.1 million, $2.1 million and $5.2 million in 2005, 2004 and 2003, respectively. Our warranty costs have historically been within our expectations and the provisions established.

Goodwill

     Our goodwill balance amounted $20.5 million and $22.1 million as of December 30, 2005 and December 31, 2004, respectively. In accordance with Statement of Financial Accounting Standards (“SFAS”) 142 “Goodwill and Other Intangible Assets,” we assess goodwill using a two-step approach on an annual basis in August of each year, our selected measurement date, or more frequently, if indicators of impairment exist. SFAS 142 states that a potential impairment exists if the fair value of a reporting unit is less than the carrying value of the assets of that unit. The amount of the impairment to recognize, if any, is calculated as the amount by which the carrying value of goodwill exceeds its implied fair value.

     Management’s assumptions about future sales and cash flows on which the fair value estimate of a reporting unit is based require significant judgment as prices and volumes fluctuate due to changing business conditions. Our updated assessment of impairment of goodwill in 2005 and 2004 concluded that no impairment existed in those periods. We will continue to assess the impairment of goodwill in accordance with SFAS 142 in future periods. The impact of recognizing a goodwill impairment charge could be material in the future to our consolidated financial results.

Accounting for Income Taxes

     As part of the process of preparing our Consolidated Financial Statements, we are required to calculate our income taxes in each of the jurisdictions in which we operate. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

     We compute our annual tax provision based on statutory tax rates and planning opportunities available in the various jurisdictions in which we earn income. We establish liabilities for income tax contingencies, in accordance with SFAS 5, “Accounting for Contingencies,” when it becomes probable that a tax return position may not be successfully defended if challenged by taxing authorities. These contingencies are adjusted based on applicable facts and circumstances, such as the settlement of tax audits, changes in tax regulations and the expiration of statutes of limitations. While it is difficult to predict the outcome or the timing of a resolution to any particular tax contingency, we believe that the recorded amounts reflect the probable outcome of any known tax items. Favorable resolutions of contingencies are recognized as a reduction to our tax provision in the period of resolution.

     Deferred tax assets and liabilities result from the differing treatment of items for tax and accounting purposes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we establish a valuation allowance. Factors considered in assessing the requirement for a valuation allowance are the carry-forward period of our net operating losses, historical and expected future taxable income by jurisdiction and our tax planning strategies.

     Due to uncertainties related to our ability to utilize some of the net operating loss carry-forwards before they expire, we recorded a valuation allowance of $19.8 million and $16.2 million as of December 30, 2005 and December 31, 2004, respectively. Net deferred

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tax assets, net of the valuation allowance, were $8.6 million and $7.7 million at the end of 2005 and 2004, respectively.

Results of Operations

     Consolidated

Sales. The following table summarizes revenue by business segment in comparison to previous periods (in millions):

							2005			2004
							Compared to			Compared to
	2005		2004		2003		2004			2003
Power Conversion	$	346.4	$	354.6	$	314.4		(2	)%		13	%
Embedded Systems		78.3		74.8		42.5		5	%		76	%
Total	$	424.7	$	429.4	$	356.9		(1	)%		20	%

     In 2005, our revenue decreased by $4.7 million compared to the prior year, reflecting lower sales in our Power Conversion segment, partly offset by the growth in our Embedded Systems segment. Power Conversion revenue decreased by $8.2 million in 2005 on lower sales to server and storage customers due to reduced demand and programs going end of life with no replacement programs to offset the decrease in revenue. This decrease was partly offset by growth in the sales of rectifiers to our wireless customers. In our Embedded Systems segment, revenue increased $3.5 million in 2005 compared to the prior year as a result of large wireless infrastructure customers supplying third generation, or 3G, deployments and carrier upgrades in North America.

     In 2004, revenue grew across all of our market sectors due to improved end-user demand and increased market share with our existing customers. Power Conversion revenue increased $40.2 million in 2004 compared to 2003 primarily due to higher sales to customers in the server and storage sector. The higher sales were driven by increased end-user demand, as corporations raised spending on information technology infrastructure after several years of constrained expenditures, and market share gains at our larger server and storage customers. In our Embedded Systems segment, revenue increased $32.3 million in 2004 compared to 2003 due to recovery of the wireless infrastructure market sector and market share gains at our larger wireless infrastructure customers.

     Gross Profit. Below is a comparison of gross profit and gross profit as a percentage of revenue for 2005, 2004 and 2003 (in millions):

										2005			2004
										Compared to			Compared to
	2005			2004			2003			2004			2003
Gross profit	$	108.1		$	112.8		$	72.4			(4	)%		56	%
Gross profit as a percentage of revenue		25.5	%		26.3	%		20.3	%

     The decrease in gross profit in 2005 of $4.7 million, compared to 2004, was primarily due to lower revenue, the negative impact of the sales mix and new RoHS compliance costs related to products sold in the European Union, partly offset by reduced logistics costs.

     Lower revenue and unfavorable sales mix contributed $5.7 million to the decrease in gross profit. Sales mix reflects sales of lower margin products including new products being introduced at a lower price than the products being replaced, primarily in our server and storage sector. Costs of $1.5 million were incurred to become compliant with new RoHS regulations related to products used throughout the European Union. Logistics costs decreased by $1.6 million in 2005 due to lower freight charges, where significant costs were incurred in the beginning of 2004 on expedited air deliveries to meet growing customer demand.

     The increase in gross profit in 2004 compared to 2003 of $40.4 million was primarily due to higher revenue, the positive effect of sales mix reflecting the growth of our Embedded Systems segment and manufacturing cost reductions resulting from past restructuring actions. Higher revenue and favorable sales mix contributed approximately $32.0 million to the gross profit increase in 2004, while manufacturing cost reductions contributed approximately $8.4 million.

     Certain expenses, previously included in cost of sales have been reclassified to research and development expenses in the prior years to conform to the current year’s presentation. These reclassifications were $3.2 million and $3.1 million in 2004 and 2003, respectively. Please see Note 1 of the Consolidated Financial Statements for further information related to this reclassification.

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     Operating Expenses. Operating expenses for 2005, 2004 and 2003 are as follows (in millions):

							% of Revenue
	2005		2004		2003		2005			2004			2003
Selling, general and administrative	$	42.3	$	45.9	$	38.9		10	%		11	%		11	%
Research and development		48.9		44.3		37.5		11	%		10	%		10	%
Restructuring and related charges		3.7		—		5.6		1	%		—			2	%
Total operating expenses	$	94.9	$	90.2	$	82.0		22	%		21	%		23	%

     Selling, general and administrative expenses (“SG&A”) decreased $3.6 million in 2005 compared to 2004. The decrease is attributed to reduced executive incentive awards on weaker than anticipated financial performance, lower consulting expenses for regulatory compliance, and reduced salary expenses on capitalization of internally developed software upgrade costs. The decreases described above were partly offset by additional expenses of $0.9 million incurred during the last quarter of 2005 related to the pending merger transaction with Emerson.

     SG&A increased by $7.0 million in 2004 compared to 2003 reflecting increases in expenses related to compliance with new regulatory standards and increases in executive incentive awards and sales bonuses due to growth in revenues and profitability improvements in 2004.

     Research and development expenses increased by $4.6 million in 2005. As a percentage of revenue, research and development expenses were approximately 11% in 2005 and 10% in each of the prior periods presented. The increase represents technology investments made to support future revenue growth, including funding of AdvancedTCA® development in our Embedded Systems segment, the expansion of our design center in Asia, and the offering of new products in our wireless infrastructure sector.

     Restructuring and Related Charges. Pursuant to our restructuring plans, we recorded restructuring charges of $3.7 million in 2005 and $5.6 million in 2003. Restructuring charges recorded in 2004 were not significant.

     Restructuring charges recorded in 2005 relate to headcount reductions, primarily in the Power Conversion segment, and the closure of our Hungarian manufacturing facility with outsourcing of production to a global EMS provider. Charges were comprised of $2.5 million for employee termination expenses and of $1.2 million related to the facility closure.

     Among the factors that contributed to our decision to close the Hungarian factory were requests of our wireless infrastructure customers to move production closer to their end customers, which has resulted in significant under-utilization of our factory, and unfavorable fluctuations in exchange rates between the U.S. Dollar and the Hungarian Forint, which has increased our costs.

     The outsourcing of our Hungarian manufacturing operations to the global EMS provider was complete by the end of fiscal year 2005 and the disposal of the balance of our assets in Hungary, primarily consisting of the factory building and related land, is expected to be completed in 2006. For more information relating to the restructuring actions, please see Note 7 to the Condensed Consolidated Financial Statements.

     Restructuring charges recorded in 2003 related to the transfer of manufacturing functions to our China facility and consolidation of our business in Europe. Charges included $2.2 million for employee termination costs and $3.4 million related to facility closures.

     Loss on Debt Extinguishment. We recorded a loss on debt extinguishment of $3.7 million in 2003. In conjunction with the placement of our 5.5% convertible notes in 2003, a portion of the net proceeds from the sale was used to pay off our then outstanding $50.0 million subordinated convertible note to Finestar International Ltd. (“Finestar”). The losses on debt extinguishment include the accretion of the remaining debt discount related to the transactions with Finestar ($2.4 million), along with the write-off of the remaining unamortized debt issuance costs ($0.7 million). For additional information on the placement of convertible debt completed in 2003 and the transaction with Finestar, please see Note 9 of the Consolidated Financial Statements.

     In March 2003, we entered into an asset-based revolving credit facility with Bank of America, (formerly Fleet Capital Corporation), which replaced our prior revolving credit facility. Loss on debt extinguishment in 2003 also includes $0.6 million in expense related to the write-off of unamortized debt issuance costs in association with our previous credit agreement.

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     Interest Expense, net. Interest expense, net is detailed as follows (in millions):

										2005			2004
										Compared to			Compared to
	2005			2004			2003			2004			2003
Interest expense	$	5.7		$	6.0		$	5.0			(5	)%		20	%
Less: Interest income		(2.3	)		(1.0	)		(0.5	)		130	%		100	%
Net interest expense	$	3.4		$	5.0		$	4.5			(32	)%		11	%

     The decrease in net interest expense in 2005 compared to 2004 is mainly due to higher interest income earned in 2005, reflecting increased interest rates and a higher balance of marketable security investments throughout the year.

     As a result of the sale of convertible notes in 2003, the $50.0 million note outstanding with Finestar at 3% was replaced with $90.0 million of notes at 5.5%. The additional borrowings and the higher interest rate resulted in higher interest expense in 2004 compared to 2003.

     Provision (Benefit) for Income Taxes. Below is a comparison of the provision (benefit) for income tax and effective tax rate for 2005, 2004 and 2003 (in millions):

	2005			2004			2003
Provision (benefit) for income taxes	$	(0.2	)	$	3.8		$	(2.2	)
Effective tax rate		(2	)%		21	%		12	%

     The difference in the 2005 and 2004 tax rates was due to the distribution of profits and losses by jurisdiction and adjustments to valuation allowances on deferred tax assets recorded in various jurisdictions.

     Additionally, included in the 2005 tax benefit are certain tax adjustments in the amount of $2.8 million. These adjustments reflect reversals of previously established valuation allowances on deferred tax assets and tax contingency accruals related to prior tax years which were no longer required, offset by additional tax liability resulting from an adjustment proposed by the Internal Revenue Service (“IRS”) as a result of its review of our 2002 U.S. consolidated income tax return. The tax provision in 2004 includes a $2.5 million benefit from the release of a tax contingency accrual upon expiration of the statute of limitations.

     The difference in the 2004 and 2003 tax rates was due to the distribution of profits and losses by jurisdiction, adjustments to valuation allowances on deferred tax assets recorded at various locations, changes in tax regulations and the release of a tax contingency in 2004, as described above.

Net Income (Loss). The net income (loss) recorded in each of the last three years was as follows (in millions, except per share data):

	2005		2004		2003
Net income (loss)	$	9.9	$	13.9	$	(15.6	)
Net income (loss) per basic share	$	0.25	$	0.35	$	(0.40	)
Net income (loss) per diluted share	$	0.25	$	0.34	$	(0.40	)
Basic shares outstanding		39.7		39.1		38.7
Diluted shares outstanding		40.4		51.1		38.7

The changes in net income between the periods presented were due the factors disclosed above.

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Power Conversion

     Results for the Power Conversion segment in 2005 compared with prior years are as follows (in millions):

									2005			2004
									Compared to			Compared to
	2005			2004		2003			2004			2003
Revenue	$	346.4		$	354.6	$	314.4			(2	)%		13	%
Operating income (loss)		(1.1	)		12.7		(7.5	)		(109	)%		269	%

     In 2005, revenue from our Power Conversion segment was negatively impacted by lower sales to our server and storage customers compared to 2004, due to several programs reaching their end of life with no offsetting program replacements. The weak demand in our server and storage segment was somewhat offset by increased sales of our new rectifier products to wireless infrastructure customers and standard products to emerging customers.

     Excluding restructuring charges of $3.5 million, operating income decreased in 2005 compared to 2004 by $10.3 million, mainly due to lower revenue and erosion in the margins on sales of server and storage products. Additionally, research and development costs increased by $3.9 million due to the expansion of our design center in Asia, increased spending on future server and storage product introductions and increased spending to support revenue growth in the wireless infrastructure sector. The impact of reduced margins and increased research and development costs was partly offset by reduced compensation expenses on lower executive incentive awards as a result of weaker than anticipated financial performance ($2.5 million), and capitalization of salary costs for software developed for internal use ($0.9 million).

     Operating income increased $20.2 million in 2004 compared to 2003 as a result of higher revenues and manufacturing cost reductions, partly offset by increased research and development expenses. Higher revenues contributed approximately $13.4 million to the increase in operating income, which included the favorable impact of lower marginal costs achieved through greater utilization of our factories. Manufacturing cost reductions resulting from past restructuring actions increased operating income by approximately $8.4 million in 2004. The increase in operating income was partly offset by the increase in research and development costs of $4.3 million in 2004 to support revenue growth and investment in new technologies.

Embedded Systems

     Results for the Embedded Systems segment in 2005 compared with prior years are as follows (in millions):

							2005			2004
							Compared to			Compared to
	2005		2004		2003		2004			2003
Revenue	$	78.3	$	74.8	$	42.5		5	%		76	%
Operating income		24.4		22.3		7.3		9	%		205	%

     Revenue increased in 2005 compared to 2004 primarily as a result of increased spending by communications service providers on wireless infrastructure to support the deployment of 2.5G and 3G networks.

     The majority of the increase in operating income in 2005 compared with 2004 was due to the increased revenue.

     Revenue increased in our Embedded Systems segment in 2004 compared to 2003 primarily due to higher sales to our wireless infrastructure customers. The increased sales reflected a recovery of demand in the wireless infrastructure market sector and market share gains at our larger customers.

     Operating income improved $15.0 million in 2004 compared to 2003 due to higher revenue, partly offset by $2.5 million in higher research and development costs to support revenue growth and fund development of products designed to meet AdvancedTCA^® standards.

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Liquidity and Capital Resources

     The following table presents selected financial statement information for each of the past three years (in millions, except statistical data):

	2005		2004		2003
Cash and cash equivalents	$	100.3	$	84.8	$	94.2
Short-term marketable debt securities		3.4		21.1		—
Convertible subordinated debt		90.0		90.0		90.0
Cash and marketable securities, net of debt	$	13.7	$	15.9	$	4.2
Working Capital Statistics:
Days of sales outstanding		55		47		48
Days of inventory on-hand		51		56		53
Days of accounts payable outstanding		62		61		57

     The primary sources of cash currently available to us are cash on hand, cash from net income and funds available under our current revolving credit facility. These amounts are available to finance capital expenditures, fund working capital needs and pay interest on our convertible senior subordinated debt.

     Our cash and cash equivalents increased from $84.8 million at the end of 2004 to $100.3 million at the end of 2005. The primary source of cash in 2005 was net income, adjusted for non-cash expenses.

     Cash Flows from Operating Activities. During 2005, our cash flows from operating activities served as a source of cash of $11.9 million. Net income, adjusted for non-cash expenses, which include the effect of depreciation and amortization and various provisions and reserves, was the primary source of cash, providing us with $40.8 million in operating cash during the year. Increases in accounts receivable of $13.2 million, increases in prepaid expenses and other current assets of $6.2 million and reduction of accounts payable and accrued liabilities of $8.2 million partly reduced cash provided by operating activities.

     The increase in accounts receivable reflects longer terms granted to customers as a result of competitive pressures and a shift in sales mix towards wireless infrastructure customers, who typically have longer credit terms. The increases in prepaid expenses and other current assets relate to a pending reimbursement of a value-added tax from the Hungarian government and a receivable from our EMS provider related to sales of fixed assets and inventory. Accrued liabilities decreased due to payments of restructuring liabilities and a reduced executive incentive plan accrual, reflecting payments of prior year’s incentives and lower 2005 awards on weaker than anticipated performance.

     Our overall working capital performance was unfavorably impacted by the increase in customer credit terms mentioned above, which increased our days sales outstanding by eight days compared to prior year. Our days of inventory on-hand decreased by five days compared to 2004, reflecting sales of raw materials inventory previously maintained by the Hungarian factory to our global EMS provider in connection with the outsourcing of our Hungarian production and the reduction in finished goods inventory levels held at local hubs for our major customers. Days of accounts payable outstanding at the end of 2005 remained relatively flat with the levels at the end of 2004.

     Cash Flows from Investing Activities. Cash flows from investing activities reflect a net cash source of $4.0 million in 2005, comprised primarily of proceeds from sales of investments in short-term marketable debt securities, partly offset by net capital expenditures.

     We invest our excess cash that is not required to meet short-term operating needs in marketable debt securities. Our investments at December 30, 2005 consisted of corporate debt auction rate securities. Our investment policy is to protect the value of our investment portfolio and minimize principal risk by earning returns based on current interest rates.

     Our capital expenditures decreased in 2005, as our 2004 spending reflected additional expenditures for SMT lines and other related production equipment needed to respond to increased demand for our products and design trends requiring higher number of surface mounted components. We realized proceeds of $0.8 million from the sales of our fixed assets (primarily machinery and equipment) previously used by our Hungarian manufacturing facility to our global EMS provider.

     We used $2.0 million of our cash to issue a long-term loan to our manufacturing partner in China, Zhongshan Carton Box General Factory Co., Ltd. (“Carton Box”). See Note 19 of the consolidated financial statements for additional information.

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     Cash Flows from Financing Activities. In 2005, cash flows from financing activities were a source of cash of $2.0 million. The primary source of cash was the exercise of stock options.

     We currently have a $35.0 million asset-based senior revolving credit facility with Bank of America, (formerly Fleet Capital Corporation), which expires in 2008. While the total availability under the facility may be as high as $35.0 million, the amount available to be borrowed is based on our level of qualifying domestic accounts receivable and inventory, which is subject to changing business conditions. Generally, as our level of qualifying accounts receivable and inventory increases, our availability increases up to the prescribed limit. As of the end of 2005, our outstanding balance on the revolving credit facility was zero, and our availability was $22.9 million.

     In addition to other affirmative and negative covenants customary for asset-based credit facilities, we are also subject to an EBITDA covenant that is triggered if the amount available to be borrowed plus cash deposited with Bank of America falls below $20.0 million. As of the end of the year, the availability plus the cash deposited with Bank of America were above the prescribed limit, and we were not subject to the additional covenant. Up to $5.0 million of the facility’s capacity can be used for letters of credit.

     Our sources of cash are the cash we currently have on hand, the availability under on our revolving credit facility and cash generated from net income. We expect to generate cash from net income in 2006, but if our projections are significantly below our expectations, we believe that our other sources of cash are sufficient to cover our operating expenses, capital expenditures, restructuring requirements and interest payments for the next twelve months.

     The following is a summary of future payments under contractual obligations as of December 30, 2005 (in millions):

			Payments Due by Period
	Total		<1 year		1-2 years		2-3 years		3-4 years		4-5 years		>5 years
Convertible senior subordinated notes	$	90.0	$	—	$	—	$	—	$	—	$	90.0	$	—
Interest payments on convertible debt		24.7		5.0		5.0		5.0		5.0		4.7		—
Operating leases		8.4		2.8		2.3		1.3		0.4		0.3		1.3
Total contractual cash obligations	$	123.1	$	7.8	$	7.3	$	6.3	$	5.4	$	95.0	$	1.3

			Commitment Expiration by Period
	Total		<1 year		1-2 years		2-3 years		3-4 years		4-5 years		>5 years
Asset-based revolving credit facility	$	35.0	$	—	$	—	$	35.0	$	—	$	—	$	—

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Item 7A. Quantitative and Qualitative Disclosure About Market Risk

     We are exposed to the impact of interest rate changes and foreign currency fluctuations. In the past, we have managed our interest rate risk on variable rate debt instruments through the use of interest rate swaps, pursuant to which we exchanged our floating rate interest obligations for fixed rates. The fixing of the interest rates offsets our exposure to the uncertainty of floating interest rates during the term of the debt. As of December 30, 2005, we did not have any floating interest rate debt outstanding.

     We have significant assets and operations in Europe and Asia and, as a result, our financial performance could be affected by significant fluctuations in foreign exchange rates. To mitigate potential adverse trends, our operating strategy takes into account changes in exchange rates over time. Accordingly, in the past, we have entered into various forward contracts that change in value as foreign exchange rates change to protect the value of our existing foreign currency assets, liabilities, commitments and anticipated foreign currency revenues. The principal currency hedged was the Euro.

     It is our policy to enter into foreign currency and interest rate transactions only to the extent considered necessary to meet the objectives, as stated above. We do not enter into foreign currency or interest rate transactions for speculative purposes. Gains or losses that result from changes in foreign currency rates are recorded at the time they are incurred. These gains (losses) were ($1.2) million, $0.6 million and $0.5 million in 2005, 2004 and 2003, respectively. We currently have no hedging instruments outstanding.

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Item 8. Financial Statements and Supplementary Data

Management’s Annual Report on Internal Control Over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 30, 2005. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

     Based on our assessment, we believe that, as of December 30, 2005, our internal control over financial reporting is effective based on those criteria. Our management’s assessment of the effectiveness or our internal control over financial reporting as of December 30, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears below.

27

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Board of Directors and Shareholders
Artesyn Technologies, Inc.

          We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that Artesyn Technologies, Inc. maintained effective internal control over financial reporting as of December 30, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Artesyn Technologies, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

          We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

          A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          In our opinion, management’s assessment that Artesyn Technologies, Inc. maintained effective internal control over financial reporting as of December 30, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Artesyn Technologies, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 30, 2005, based on the COSO criteria.

          We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Artesyn Technologies, Inc. and Subsidiaries as of December 30, 2005 and December 31, 2004, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 30, 2005, December 31, 2004 and December 26, 2003 of Artesyn Technologies, Inc. and Subsidiaries and our report dated March 10, 2006 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Certified Public Accountants

West Palm Beach, Florida
March 10, 2006

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Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Board of Directors and Shareholders
Artesyn Technologies, Inc. and Subsidiaries

     We have audited the accompanying consolidated balance sheets of Artesyn Technologies, Inc. and Subsidiaries (the Company) as of December 30, 2005 and December 31, 2004, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for the fiscal years ended December 30, 2005, December 31, 2004 and December 26, 2003. Our audits also included the financial statement schedule for the years ended December 30, 2005, December 31, 2004 and December 26, 2003 listed in the index at item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Artesyn Technologies, Inc. and Subsidiaries at December 30, 2005 and December 31, 2004, and the consolidated results of their operations and their cash flows for the fiscal years ended December 30, 2005, December 31, 2004 and December 26, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Artesyn Technologies, Inc. internal control over financial reporting as of December 30, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Certified Public Accountants

West Palm Beach, Florida
March 10, 2006

29

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

	December 30,			December 31,
	2005			2004
ASSETS
Current Assets
Cash and cash equivalents	$	100,260		$	84,811
Short-term marketable debt securities		3,408			21,125
Trade accounts receivable, net of allowances of $1,311 in 2005 and $1,633 in 2004		67,702			58,157
Inventories		46,273			50,320
Prepaid expenses and other current assets		14,253			4,575
Deferred income taxes		7,563			9,137
Assets held for sale		5,800			8,757
Total current assets		245,259			236,882
Property, Plant & Equipment, Net		45,788			57,367
Other Assets
Goodwill, net		20,546			22,107
Deferred income taxes		5,197			4,155
Other assets		19,568			21,128
Total other assets		45,311			47,390
Total assets	$	336,358		$	341,639
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	56,808		$	54,958
Accrued and other current liabilities		38,849			52,838
Total current liabilities		95,657			107,796
Long-Term Liabilities
Convertible subordinated debt		90,000			90,000
Deferred income taxes		4,125			5,598
Other long-term liabilities		3,308			4,269
Total long-term liabilities		97,433			99,867
Total liabilities		193,090			207,663
Commitments and Contingencies
Shareholders’ Equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, par value $0.01; 80,000,000 shares authorized; 40,247,726 shares issued and outstanding in 2005 (39,304,957 shares in 2004)		402			393
Additional paid-in capital		137,655			131,787
Unearned compensation		(1,488	)		—
Retained earnings		15,768			5,832
Accumulated other comprehensive loss		(9,069	)		(4,036	)
Total shareholders’ equity		143,268			133,976
	$	336,358		$	341,639

The accompanying notes are an integral part of these consolidated financial statements.

30

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

	For the Fiscal Years Ended
	December 30,			December 31,			December 26,
	2005			2004			2003
Sales	$	424,701		$	429,389		$	356,871
Cost of Sales		316,596			316,584			284,486
Gross Profit		108,105			112,805			72,385
Expenses
Selling, general and administrative		42,322			45,851			38,898
Research and development		48,890			44,314			37,460
Restructuring and related charges		3,705			—			5,611
		94,917			90,165			81,969
Operating Income (Loss)		13,188			22,640			(9,584	)
Other Income (Expense)
Interest expense		(5,705	)		(6,009	)		(5,003	)
Interest income		2,300			1,005			534
Debt extinguishment expense		—			—			(3,723	)
		(3,405	)		(5,004	)		(8,192	)
Income (Loss) Before Income Taxes		9,783			17,636			(17,776	)
Provision (Benefit) for Income Taxes		(153	)		3,763			(2,154	)
Net Income (Loss)	$	9,936		$	13,873		$	(15,622	)
Earnings (Loss) Per Share
Basic	$	0.25		$	0.35		$	(0.40	)
Diluted	$	0.25		$	0.34		$	(0.40	)
Weighted Average Common and Common Equivalent Shares Outstanding
Basic		39,666			39,093			38,678
Diluted		40,442			51,140			38,678

The accompanying notes are an integral part of these consolidated financial statements.

31

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)

										Retained
	Common Stock				Additional					Earnings			Accumulated						Total
					Paid-in		Unearned			(Accumulated			Other			Total			Comprehensive
	Shares		Amount		Capital		Compensation			Deficit)			Comprehensive Loss			Shareholders’ Equity			Income (Loss)
Balance, December 27, 2002		38,389	$	384	$	127,887	$	—		$	7,581		$	(12,406	)	$	123,446		$	—
Issuance of common stock		295		3		899		—			—			—			902			—
Issuance of common stock under stock compensation plans		71		—		202		—			—			—			202			—
Modification of warrants in connection with convertible subordinated debt		—		—		181		—			—			—			181			—
Comprehensive loss:
Net loss		—		—		—		—			(15,622	)		—			(15,622	)		(15,622	)
Foreign currency translation adjustment		—		—		—		—			—			4,928			4,928			4,928
Total comprehensive loss		—		—		—		—			—			—			—		$	(10,694	)
Balance, December 26, 2003		38,755		387		129,169		—			(8,041	)		(7,478	)		114,037			—
Issuance of common stock		84		1		865		—			—			—			866			—
Issuance of common stock under stock compensation plans		466		5		1,753		—			—			—			1,758			—
Comprehensive income:
Net income		—		—		—		—			13,873			—			13,873			13,873
Foreign currency translation adjustment		—		—		—		—			—			3,478			3,478			3,478
Unrealized loss on marketable equity securities, net of income tax benefit of $23		—		—		—		—			—			(36	)		(36	)		(36	)
Total comprehensive income		—		—		—		—			—			—			—		$	17,315
Balance, December 31, 2004		39,305		393		131,787		—			5,832			(4,036	)		133,976			—
Issuance of common stock		130		1		1,300		—			—			—			1,301			—
Issuance of common stock under stock compensation plans		534		5		2,743		—			—			—			2,748			—
Issuance of restricted common stock under stock compensation plans		279		3		1,825		(1,828	)		—			—			—			—
Amortization of unearned compensation		—		—		—		340			—			—			340			—
Comprehensive income:
Net income		—		—		—		—			9,936			—			9,936			9,936
Foreign currency translation adjustment, net of income tax provision of $538		—		—		—		—			—			(5,063	)		(5,063	)		(5,063	)
Unrealized gain on marketable equity securities, net of income tax provision of $19		—		—		—		—			—			30			30			30
Total comprehensive income		—		—		—		—			—			—			—		$	4,903
Balance, December 30, 2005		40,248	$	402	$	137,655	$	(1,488	)	$	15,768		$	(9,069	)	$	143,268

The accompanying notes are an integral part of these consolidated financial statements.

32

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

	For the Fiscal Years Ended
	December 30,			December 31,			December 26,
	2005			2004			2003
Operating Activities
Net income (loss)	$	9,936		$	13,873		$	(15,622	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of deferred debt issuance costs		21,887			22,275			22,937
Deferred income tax provision		454			1,767			980
Provision for inventory valuation reserves		4,113			4,397			1,874
Provision for bad debts and returns		2,146			1,436			1,418
Non-cash restructuring charges		870			—			1,349
Accretion of convertible subordinated debt discount		—			—			1,064
Loss on debt extinguishment		—			—			3,723
(Gain) loss on foreign currency transactions		1,187			(560	)		(451	)
Other non-cash items		191			323			(109	)
Changes in operating assets and liabilities:
Accounts receivable		(13,234	)		(6,036	)		(8,105	)
Inventories		(1,259	)		(9,852	)		11,525
Prepaid expenses and other current assets		(6,194	)		(60	)		(194	)
Accounts payable and accrued liabilities		(8,153	)		2,906			3,816
Net Cash Provided by Operating Activities		11,944			30,469			24,205
Investing Activities
Purchases of property, plant & equipment		(12,597	)		(22,140	)		(7,081	)
Proceeds from sale of property, plant & equipment		775			908			735
Purchases of investments		(162,154	)		(76,344	)		—
Proceeds from sale of investments		94,540			55,035			—
Proceeds from maturities of investments		85,450			—			—
Issuance of loan receivable to related party		(2,000	)		—			—
Earn-out payments related to acquisitions		—			(714	)		(4,259	)
Net Cash Provided by (Used in) Investing Activities		4,014			(43,255	)		(10,605	)
Financing Activities
Proceeds from issuance of convertible subordinated debt		—			—			90,000
Proceeds from issuances of long-term debt, net of financing costs		—			—			9,481
Financing costs on convertible subordinated debt		—			—			(3,725	)
Principal payments on convertible debt		—			—			(50,000	)
Principal payments on debt and capital leases		(731	)		(4	)		(33,512	)
Proceeds from exercises of stock options		2,748			1,758			202
Net Cash Provided by Financing Activities		2,017			1,754			12,446
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(2,526	)		1,628			3,168
Increase (Decrease) in Cash and Cash Equivalents		15,449			(9,404	)		29,214
Cash and Cash Equivalents, Beginning of Year		84,811			94,215			65,001
Cash and Cash Equivalents, End of Year	$	100,260		$	84,811		$	94,215

The accompanying notes are an integral part of these consolidated financial statements.

33

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

     Organization. Artesyn Technologies, Inc. (Nasdaq: ATSN), a Florida corporation formed in 1968, is primarily engaged in the design, development, manufacture and sale of power conversion products and embedded computing solutions within the communications industry.

     Basis of Presentation. The accompanying Consolidated Financial Statements include the accounts of Artesyn Technologies, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

     For purposes of clarity, as used herein, the terms “we,” “us,” “our,” “the Company,” and “Artesyn” mean Artesyn Technologies, Inc. and its subsidiaries (unless the context indicates another meaning).

     Fiscal Year. Our fiscal year ends on the Friday nearest December 31, which results in a 52- or 53-week year. The fiscal years ended December 30, 2005, December 31, 2004 and December 26, 2003 are comprised of 52, 53 and 52 weeks, respectively. The upcoming fiscal year will be 52 weeks in length and will end on December 29, 2006.

     Cash and Cash Equivalents. Highly liquid investments with original maturities of 90 days or less are classified as cash and cash equivalents. These investments are carried at cost, which approximates market value.

     Investments. Securities with remaining maturities of less than one year from the balance sheet date and auction rate securities that are available to meet our current operating needs are classified as short-term. Our short-term marketable debt securities consisted of corporate debt securities as of December 30, 2005 and corporate, government, and municipal debt securities as of December 31, 2004. All marketable debt securities are held in the Company’s name and deposited with a major financial institution. Our policy is to invest in marketable debt securities with a minimum rating of single A or above from a nationally recognized credit rating agency. At December 30, 2005 and December 31, 2004, all of our marketable debt securities were classified as available-for-sale and were carried at fair market value with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive loss. The unrealized gain (loss) associated with each individual category of cash and investments was not significant for the periods presented. We do not recognize changes in the fair value of investments in income unless a decline in value is considered other-than-temporary. For further information see Note 6.

     Trade Receivables. Trade receivables are stated on our Consolidated Balance Sheets at historical cost, which approximates fair value. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customers’ creditworthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and specific customer collection issues that we have identified. Trade receivables are periodically evaluated and written off against the allowance if they are deemed to be uncollectible.

     Inventories. Inventories are stated at the lower of cost or market, on a first-in, first-out basis. A provision has been made to reduce excess or obsolete inventories to market based on current and expected demand for the finished products and their components. Finished goods and work-in-process inventories include material, labor and manufacturing overhead.

     Property, Plant & Equipment. Property, plant and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The depreciable lives range from two to fifteen years for machinery and equipment, fifteen to thirty years for buildings and building improvements and two to ten years for furniture and fixtures. Leasehold improvements are depreciated over the remaining applicable lease term, or their estimated useful lives, whichever is shorter. Leasehold improvements are written-off if the related leasehold is vacated. Major renewals and improvements are capitalized, while maintenance, repairs and minor renewals not expected to extend the life of an asset beyond its normal useful life are expensed as incurred.

34

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Impairment of Long-Lived Assets. We periodically evaluate whether events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of our long-lived assets to be held and used, or whether the remaining balance of long-lived assets to be held and used should be evaluated for possible impairment. We use an estimate of the related undiscounted cash flows over the remaining life of long-lived assets to be held and used to determine whether impairment has occurred. Impairment is recorded if the carrying value of the asset is determined to be in excess of its fair value. For assets that are held for sale, the fair value is measured based on estimated proceeds on disposals reduced by costs to sell. In 2005, we recorded an impairment of $1.7 million related to certain long-lived assets (primarily consisting of machinery and equipment and the factory building) previously used by our Hungarian manufacturing facility. See Note 7 for additional information.

     Goodwill. The excess of purchase price over net identifiable assets of companies acquired is reported as goodwill. As prescribed by SFAS 142, “Goodwill and Other Intangible Assets” goodwill is tested annually for potential impairment. Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of that reporting unit. The amount of the impairment to recognize, if any, is calculated as the amount by which the carrying value of goodwill exceeds its implied fair value.

     Foreign Currency Translation. The functional currency of certain of our Asian subsidiaries is predominantly the US dollar, as their transactions are generally denominated in US dollars. The assets and liabilities of these Asian subsidiaries are remeasured into US dollars at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at average exchange rates for the period. The functional currency of our European and certain of our Asian subsidiaries is each entity’s local currency. Assets and liabilities are translated from their functional currency into US dollars using exchange rates in effect at the balance sheet date. Equity is translated using historical exchange rates. Income and expense items are translated using average exchange rates for the period. The effect of exchange rate fluctuations on the translation of foreign currency assets and liabilities into US dollars is included in accumulated other comprehensive loss. Foreign exchange transaction (losses) gains included in the consolidated results of operations were ($1.2) million, $0.6 million and $0.5 million for the years ending December 30, 2005, December 31, 2004 and December 26, 2003, respectively.

     Revenue Recognition. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable and collectibility is probable. For sales including software products, we typically have no installation, maintenance or other obligations related to the software, and accordingly, revenue is recognized as the products are shipped and the customer accepts title.

     Sales are comprised of gross revenues reduced by provisions for expected customer returns and other sales allowances. The related reserves for these provisions are included in “trade accounts receivable, net of allowances” in the accompanying Consolidated Balance Sheets. We establish provisions for estimated returns and sales allowances concurrently with the recognition of revenue based on a variety of factors including actual return and sales allowance history and projected economic conditions. We continually monitor customer inventory levels and make adjustments to these provisions when we believe they are not adequate to cover anticipated returns or allowances.

     All costs associated with shipping and handling are included in cost of sales.

     Product Warranty. We record estimated product warranty costs, included in cost of sales, in the period in which the related revenues are recognized. Warranty expense is generally estimated based on the historical warranty costs. The estimates used in the calculation are periodically evaluated by management and appropriate adjustments, if any, to the estimates used are made prospectively based on such periodic evaluation.

35

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Changes in our product warranty liability are as follows ($000s):

	2005			2004
Balance, beginning of period	$	6,933		$	7,854
Warranties issued during the period		2,050			2,059
Settlements made during the period		(4,192	)		(2,980	)
Balance, end of period	$	4,791		$	6,933

     Research and Development. Research and development costs include product engineering, product development and research costs, which are expensed in the period incurred. Certain costs, mainly related to proto-type development and design integrity testing, were previously included in cost of sales. In 2005, these costs were determined to be more appropriately classified as research and development expenses. As a result, the costs of $3.2 million and $3.1 million have been reclassified from cost of sales to research and development for the 2004 and 2003 fiscal years, respectively, to conform to the 2005 presentation.

     Advertising Expenses. Costs related to advertising are recognized in Selling, general and administrative expenses as incurred. Advertising expense was not material in any of the periods presented.

     Income Taxes. We provide for income taxes in accordance with SFAS 109, “Accounting for Income Taxes,” and recognize deferred tax assets and liabilities in different time periods for book and tax purposes. Valuation allowances related to deferred tax assets are recorded when we determine that it is more likely than not that we will not achieve sufficient future taxable income to realize all of our deferred tax assets. We are subject to audits by federal, state and foreign tax authorities. These audits may result in proposed assessments that may result in additional tax liabilities. We account for income tax contingencies in accordance with SFAS 5, “Accounting for Contingencies.” The aggregate income taxes payable, including accrued tax contingencies, of $8.8 million and $10.9 million at December 30, 2005 and December 31, 2004, respectively, are included in accrued and other current liabilities on the Consolidated Balance Sheets.

     Tax returns related to our Consolidated Financial Statements are filed in the United States, individual states and foreign countries where we conduct business.

     Stock-Based Compensation. We apply Accounting Principles Board Opinion (“APB”) 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for stock-based compensation for employees and non-employee directors. In accordance with APB 25, if the exercise price of stock options granted equals the market price of the underlying stock on the date of grant, no compensation cost is recognized for grants issued under our fixed stock option plans. Pro forma information regarding net income (loss) and earnings (loss) per share is required by SFAS 123, “Accounting for Stock-Based Compensation,” as amended by SFAS 148, “Accounting for Stock-based Compensation-Transition and Disclosure,” and has been determined as if we had accounted for our employee and outside directors stock-based compensation plans under the fair value method. The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2005			2004			2003
Risk-free interest rate		3.7	%		3.3	%		2.2	%
Dividend yield		—			—			—
Expected volatility		65	%		79	%		94	%
Expected life	4.4 years			3.6 years			3.3 years

36

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Our pro forma information is presented as follows ($000s except per share data):

		2005			2004			2003
Net income (loss)	As reported	$	9,936		$	13,873		$	(15,622	)
Stock-based employee compensation cost, net of related tax effects, included in the determination of net income (loss), as reported			246			—			—
Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effects			(2,074	)		(3,504	)		(5,464	)
	Pro forma	$	8,108		$	10,369		$	(21,086	)
Earnings (loss) per share-Basic	As reported	$	0.25		$	0.35		$	(0.40	)
	Pro forma	$	0.20		$	0.27		$	(0.55	)
Earnings (loss) per share-Diluted	As reported	$	0.25		$	0.34		$	(0.40	)
	Pro forma	$	0.20		$	0.26		$	(0.55	)

     See Note 13 to the Consolidated Financial Statements for other disclosures related to our stock option plans.

     Earnings (Loss) Per Share. Basic earnings (loss) per share is calculated by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during each period. Dilutive common share equivalents consist of restricted shares of common stock and shares issuable upon the exercise of stock options (calculated using the treasury stock method) and common stock potentially issuable upon conversion of our convertible subordinated debt (calculated using the if-converted method). The reconciliation of the numerator and denominator of the earnings per share calculation is presented in Note 17.

     Comprehensive Income (Loss). Comprehensive income (loss), which encompasses net loss and the effects of foreign currency translation adjustments and unrealized gains and losses on marketable debt securities available for sale, net of tax where applicable, is disclosed in the Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss).

     Use of Estimates. The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. The more significant estimates made by management include the provision for potentially excess or obsolete inventory, reserves for warranty costs, valuation allowances on deferred tax assets and reserves for income tax contingencies. Actual results will differ from those estimates.

     Concentration of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable and marketable debt securities. Our cash management and investment policies restrict investments to low-risk, highly liquid securities, and we perform periodic evaluations of the credit standing of the domestic and foreign financial institutions with which we hold our investments. We sell our products to customers in various geographical areas. We perform ongoing credit evaluations of our customers’ financial condition and generally do not require collateral. We maintain reserves for potential credit losses, and such losses traditionally have been within our expectations and were not material in any of the periods presented.

     The following table includes sales to customers equal to or in excess of 10% of total sales for the periods presented:

	2005			2004			2003
Dell Computer		13	%		13	%		11	%
Nortel		10	%		*			*
Hewlett-Packard		*			10	%		15	%
IBM		*			11	%		*
Sun Microsystems		*			*			10	%

* Sales represented less than 10% of total sales during the period.

37

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Revenue from Hewlett-Packard and Nortel is recorded in both business segments, with revenue from Dell, IBM and Sun Microsystems recorded only in the Power Conversion segment. See Note 15 for segment information.

     Fair Value of Financial Instruments. Carrying values of cash and cash equivalents, marketable securities, accounts receivable and accounts payable approximate fair value due to the short-term nature of these accounts. The fair value of our Senior Subordinated Convertible Notes was $117.5 million and $115.8 million at December 30, 2005 and December 31, 2004, respectively. The fair value amounts are based on actual, private market transactions occurring at or near the end of the year as reported to us by current and former holders of the notes.

     Reclassifications. Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

2. Inventories

     The components of inventories are as follows ($000s):

	December 30,		December 31,
	2005		2004
Raw materials	$	19,514	$	19,736
Work-in-process		8,961		8,722
Finished goods		17,798		21,862
	$	46,273	$	50,320

3. Property, Plant & Equipment

     Property, plant & equipment is comprised of the following ($000s):

	December 30,			December 31,
	2005			2004
Land	$	1,543		$	1,161
Buildings and fixtures		16,758			17,102
Machinery and equipment		168,269			169,372
Leasehold improvements		9,786			9,279
		196,356			196,914
Less accumulated depreciation		(150,568	)		(139,547	)
	$	45,788		$	57,367

     Depreciation expense related to property, plant & equipment was $21.0 million, $21.5 million, and $22.2 million in fiscal years 2005, 2004 and 2003, respectively.

     Certain fixed assets held by our Hungarian entity, mostly consisting of the factory building and related land, met the “held for sale” criteria in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” as of December 30, 2005 (see Note 7). To conform with our 2005 presentation, we reclassified $8.8 million of assets previously included in property, plant and equipment at December 31, 2004 related to the same assets held for sale at December 30, 2005.

38

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4. Prepaid Expenses & Other Assets

     The components of prepaid expenses and other current assets are as follows ($000s):

	December 30,		December 31,
	2005		2004
Non-trade accounts receivable	$	12,005	$	3,195
Other		2,248		1,380
	$	14,253	$	4,575

     Non-trade accounts receivable consist primarily of receivables from the sale of fixed assets and inventory from our closed Hungarian manufacturing facility (see Note 7) and a pending reimbursement of a value-added tax previously paid to the Hungarian government.

     The components of long-term other assets are as follows ($000s):

	December 30,		December 31,
	2005		2004
Long term prepaid asset	$	14,271	$	16,240
Deferred debt issuance costs, net of accumulated amortization of $1,966 in 2005 and $1,178 in 2004		2,881		3,669
Long-term portion of loan receivable from related party		1,625		—
Other		791		1,219
	$	19,568	$	21,128

     In 2004, we executed an inter-company sale of intangible assets. As a result of this transaction, a prepaid asset associated with previously recorded deferred tax assets in our Austrian tax jurisdiction was established, and the related long-term deferred tax assets were reduced by a corresponding amount. The prepaid asset is amortized to the income tax provision over its useful life, ranging from 5 to 15 years, corresponding to the lives of the related intangible assets for tax return purposes.

39

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Deferred debt issuance costs relate to costs incurred in connection with the issuance of our 5.5% Convertible Senior Subordinated Notes in 2003. The costs are amortized to interest expense using a method that approximates the effective interest rate method over the length of indebtedness to which they relate. For more information on the Convertible Senior Subordinated Notes, see Note 9.

     Long-term loan receivable from a related party consists of the long-term portion of a $2.0 million loan to our manufacturing partner in China. See Note 19 for more information.

5. Accrued and Other Liabilities

     The components of accrued and other current liabilities are as follows ($000s):

	December 30,		December 31,
	2005		2004
Compensation and benefits	$	11,942	$	16,006
Income taxes payable		8,796		10,868
Warranty reserve		4,791		6,933
Restructuring reserve (current portion)		1,717		5,806
Other		11,603		13,225
	$	38,849	$	52,838

     At December 30, 2005 and December 31, 2004, other accrued liabilities consisted primarily of accruals for professional and consulting fees, commissions, deferred income, interest and non-income taxes.

     The components of other long-term liabilities are as follows ($000s):

	December 30,		December 31,
	2005		2004
Restructuring reserve	$	2,276	$	3,252
Directors’ pension plan		1,032		1,017
	$	3,308	$	4,269

6. Investments

     The components of short-term marketable debt securities are as follows ($000s):

	December 30,		December 31,
	2005		2004
Government securities	$	—	$	14,110
Corporate securities		3,408		4,565
Municipal securities		—		2,450
	$	3,408	$	21,125

     Our short-term investments are classified as available-for-sale and are recorded at fair value. Gross realized gains and losses on sales of securities and other-than-temporary write downs of investments classified as available-for-sale, using the specific identification method, were not material for the years ended December 30, 2005 and December 31, 2004. Our unrealized gains and losses, net of taxes, are reported in accumulated other comprehensive income (loss).

     Our available-for-sale short term investments include auction-rate securities, which generally reset every seven to fourteen days. As of December 30, 2005, our entire short-term investment balance consisted of auction-rate securities, and as of December 31, 2004, these securities were $1.0 million. Our other available-for-sale short-term investments held at December 31, 2004 had the average original contractual maturity of nine months and the average remaining maturity of three months.

40

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Restructuring and Related Charges

2005 Restructuring Actions
     We account for termination benefit costs in accordance with SFAS 112, “Employers’ Accounting for Post employment Benefits,” if an on-going benefit arrangement is presumed to exist and in accordance with SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” for costs related to a one-time benefit arrangement.

     During 2005, we initiated a company-wide review of operating expenses, which resulted in implementation of certain restructuring actions targeted to reduce costs. In April 2005, we announced the reduction of approximately 30 operational and administrative positions company-wide, the majority of which related to our Power Conversion segment. This action resulted in restructuring and related charges of $0.9 million in 2005. The headcount reductions and related payments were complete by the end of the year.

     In June 2005, we implemented actions designed to streamline our manufacturing costs, which included the closure of our facility in Tatabanya, Hungary. Since we opened this manufacturing facility in 2001, our customers have reassessed their regional sourcing needs, resulting in an under-utilized facility. The products previously produced in Hungary are now outsourced to a global electronic manufacturing services (“EMS”) provider.

     The closure of the Hungarian factory involved primarily the termination of the factory workforce and disposal of the facility, equipment and other fixed assets. The workforce reduction related to the closure of the Hungary facility included approximately 430 positions (250 direct labor, 160 indirect labor and 20 administrative). The charges in connection with the closure of our Hungarian manufacturing facility were $2.8 million in 2005. The outsourcing arrangement was complete in 2005. The remaining headcount reductions and the disposal of the balance of our assets are expected to be completed in 2006.

     In connection with our actions, we assessed the long-term assets used by our Hungarian manufacturing facility for impairment in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” As a result of this assessment, certain assets, including machinery and equipment and the factory building, were written down to their fair value. The fair value was determined based on market prices charged for similar assets, which approximate estimated proceeds on disposal. For assets that were deemed to be “held for sale,” as described below, the fair value was subsequently reduced by the cost to sell. The resulting impairment charges of $1.3 million for machinery and equipment and $0.4 million related to the building were recorded in 2005 and were included in restructuring and related charges.

     At the end of the year, the remaining fixed assets to be disposed of in connection with our restructuring plan primarily consisted of the factory building and land, and production equipment. These assets were determined to have met the “held for sale” criteria in accordance with SFAS 144 as of December 30, 2005. Assets deemed to be held for sale had a carrying value of $5.8 million and $8.8 million as of December 30, 2005 and December 31, 2004, respectively, and were classified as assets held for sale in the consolidated balance sheets.

     As of December 30, 2005, we had a receivable of $3.4 million, included in prepaid expense and other current assets, due from our global EMS provider related to the sale of certain long-term assets from the closure of our Hungarian facility. During 2005, we realized a gain of $0.9 million on the sales of these assets. The gain on sale is included in restructuring and related charges in 2005.

     The components of the restructuring and related charges related to the actions implemented in 2005, along with the related activity, are presented in the following table ($000’s):

									Accrued
	2005 Activity								Liability at
	Restructuring		Reductions						December 30,
	Charge		Cash			Non-Cash			2005
Employee termination costs	$	2,484	$	(2,126	)	$	—		$	358
Facility closure		1,221		(351	)		(870	)		—
	$	3,705	$	(2,477	)	$	(870	)	$	358

41

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restructuring Actions Prior to 2005
     Beginning in 2001, we implemented plans to restructure our operations due to the significant reduction in customer demand for our products that had resulted in excess manufacturing capacity and costs. Our restructuring activities outlined below were designed to address the following issues:

(1) A realignment of our commercial functions along customer/market lines in order to provide enhanced customer service.

(2) Addressing excess capacity and cost issues by closing several operating and administrative facilities throughout the world and consolidating these functions into other existing locations.

(3) The elimination of a number of operational and administrative positions company-wide.

     Pursuant to our restructuring plans, we closed our Kindberg, Austria facility in April 2003 and our Youghal, Ireland plant in September 2003. The charge for facility closures was comprised of write-offs of equipment and other fixed assets to be disposed of or abandoned, and an estimate of the future lease commitments and buy-out options for the locations being closed, after considering sublease and time-to-market expectations. The disposal of assets related to the two closures was substantially completed in 2003. The liabilities related to facility closures contain continuing lease obligations, the longest of which extends to 2008. Remaining lease payments are recorded in both current and long-term liabilities. We will continue to aggressively market these locations in an attempt to secure sublease arrangements on favorable terms.

     The restructuring plans included the termination and payment of related severance benefits for approximately 1,900 employees (1,200 direct labor, 500 indirect labor and 200 administrative), of which approximately 1,800 employees had been terminated as of December 26, 2003, with the majority of the remaining employees terminated in 2004.

     The workforce reduction at our Ireland location as a result of our restructuring plan gave rise to a liability for repayment of developmental grants from the Irish government. We had been granted development funds by the Irish government subject to the condition we maintain a work force of at least 300 employees at the facility in Ireland. Our restructuring actions at the facility resulted in a headcount significantly below 300 employees, triggering an obligation to repay the grants. In September 2003, we signed an agreement to repay €1.2 million (equivalent to $1.4 million as of December 30, 2005) to the Irish government over the four consecutive years with the first installment due in January 2005. Under the agreement, we do not have to repay the remaining liability if we maintain a specified number of employees at the facility through 2009. Repayment due in 2006 of approximately $0.4 million was classified as a current liability as of December 30, 2005, with the remaining $2.2 million recorded in other long-term liabilities. If we maintain current employee levels through 2009, repayment of approximately $1.5 million will be forgiven.

     The 2005 and 2004 restructuring activity mostly related to cash payments to settle remaining obligations and is presented in the following tables ($000s):

	Accrued					Accrued
	Liability at					Liability at
	December 31,					December 30,
	2004		2005 Activity			2005
Employee termination costs	$	852	$	(233	)	$	619
Liability for payback of developmental grants		3,386		(796	)		2,590
Facility closures		4,820		(4,394	)		426
	$	9,058	$	(5,423	)	$	3,635

	Accrued					Accrued
	Liability at					Liability at
	December 26,					December 31,
	2003		2004 Activity			2004
Employee termination costs	$	1,462	$	(610	)	$	852
Liability for payback of developmental grants		3,080		306			3,386
Facility closures		9,672		(4,852	)		4,820
	$	14,214	$	(5,156	)	$	9,058

42

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     During 2003 we recorded restructuring and related charges totaling approximately $5.6 million. This amount included employee and facility expenses related to the closure of our Kindberg, Austria and Youghal, Ireland manufacturing facilities. Other headcount reductions, asset write-offs and facility closure expenses are also included in the charges.

     The components of the restructuring charge, along with the 2003 activity are presented in the following table ($000s):

	Accrued		2003 Activity								Accrued
	Liability at										Liability at
	December 27,		Restructuring								December 26,
	2002		Charge		Cash			Non-Cash			2003
Employee termination costs	$	8,879	$	2,201	$	(9,618	)	$	—		$	1,462
Liability for payback of developmental grants		2,654		30		—			396			3,080
Facility closures		13,954		3,380		(6,313	)		(1,349	)		9,672
	$	25,487	$	5,611	$	(15,931	)	$	(953	)	$	14,214

8. Business Combinations

     Effective August 4, 2000, we acquired 100% of the capital stock of AzCore Technologies, Inc. (“AzCore”). The purchase price consisted of a $5.8 million cash payment, net of cash acquired, which was paid in the third quarter of 2000 and additional contingent payments of up to $8.0 million if AzCore’s products met certain milestones. All of the milestones were met and we paid the entire $8.0 million of contingent payments: $5.5 million in 2002, $1.8 million in 2003, with the final $0.7 million payment in the first quarter of 2004.

     Effective March 27, 2000, we acquired 100% of the capital stock of Spider Software Limited. The purchase price included approximately $33.0 million of fixed cash payments, of which $28.0 million was paid in the first quarter of 2000 and the remaining $5.0 million was paid in April 2002 and 2003, in equal installments.

9. Convertible Debt

     On August 13, 2003, we completed the initial placement to qualified institutional buyers of $75.0 million of 5.5% Convertible Senior Subordinated notes due in 2010, and subsequently sold an additional $15.0 million of notes on August 27, 2003. Net proceeds from this placement were $86.3 million. The notes bear interest at 5.5%, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2004, and will mature on August 15, 2010. On or after August 15, 2008, we may redeem some or all of the notes at 100% of their principal amount plus accrued and unpaid interest. Holders of the notes may convert the notes into shares of our common stock at any time prior to the maturity date of the notes (unless previously redeemed or repurchased) at a conversion price of $8.064 per share (equivalent to an initial conversion rate of approximately 124.0079 shares per $1,000 principal amount of notes), subject to adjustments for certain events as set forth in the registration statement on Form S-3 filed after the completion of the offering. The notes are not listed on any securities exchange or included in any automated quotation system. The notes are eligible for trading on the PORTAL market of the National Association of Securities Dealers, Inc. There are no financial covenant requirements associated with the notes.

     On January 15, 2002, we received an investment by Finestar, an entity controlled by Mr. Bruce Cheng, founder and chairman of Delta Electronics, a leading global power supply, electronic component, and video display manufacturer and one of our competitors. This investment consisted of the issuance of a $50.0 million five-year subordinated convertible note and a five-year warrant to purchase up to 1.55 million shares of our common stock. We attributed approximately $4.5 million of the value of the transaction to the warrant, and were accreting the balance of the debt, as required, back to the face value of the note when the placement of the 5.5% convertible notes, discussed above, was completed. With a portion of the net proceeds from the private placement, we fully paid the convertible note held by Finestar, which resulted in a $3.1 million loss on debt extinguishment in the third quarter of 2003. Additionally, because the Finestar note has been paid in full, the shares of common stock underlying the convertible note are no longer issuable upon conversion or subject to the registration statement on Form S-3 filed in connection with the Finestar transaction.

43

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Upon the closing of our merger with Emerson, the Notes will no longer be convertible in shares of Artesyn common stock, but instead will be entitled upon conversion to receive cash equal to $11.00 multiplied by the number of shares of Artesyn common stock that the Notes otherwise would have been convertible into in the absence of our merger with Emerson. Similarly, upon the closing of our merger with Emerson, the warrant held by Finestar will no longer be exercisable for shares of common stock. Instead, the warrant holder will be entitled to receive cash equal to (i) $11.00 minus the warrant exercise price per share of $10.73, multiplied by (ii) 1.55 million. See Note 21 for additional information.

10. Credit Facilities

     On March 28, 2003, we entered into a five-year, $35.0 million credit facility with Fleet Capital Corporation, which is now Bank of America. The asset-based facility replaced our prior revolving credit facility that was to expire in March 2004. The facility bears interest at LIBOR plus 2.0% or the bank’s Prime Rate plus 0.25%, and adjusts in the future based on the level of availability under the facility plus our domestic cash on hand. While the availability on the facility is $35.0 million, the amount actually available for borrowing is limited based on our level of qualifying domestic accounts receivable and inventory, which is subject to changing business conditions. Up to $5.0 million of the facility’s capacity can be used for letters of credit. Under the terms of the credit agreement, we are subject to a financial covenant that only applies when the amount available to be borrowed plus cash deposited at Bank of America falls below a prescribed limit. We have not fallen below that limit. We are also subject to other covenants and conditions. As of December 30, 2005 and December 31, 2004, we were in compliance with all financial covenants and conditions related to our credit facility.

     On December 30, 2005 and December 31, 2004, the amount available to be borrowed was approximately $22.9 and $20.1 million, respectively, and there were no borrowings outstanding as of those dates. Our asset-based facility is secured by our domestic assets, including a pledge of the stock of our domestic subsidiaries and 65% of the stock of certain of our foreign subsidiaries. On the date the credit agreement was completed, we used $19.0 million of cash on hand to pay off the amounts outstanding on our previous credit facility. The payments related to the previous credit facility were $23.0 million in 2003. The remaining unamortized balance of deferred financing costs capitalized in connection with the previous credit facility of $0.6 million was written off as a loss on debt extinguishment in 2003.

11. Income Taxes

     Our tax provision (benefit) is based on statutory tax rates and planning opportunities available to us in the various jurisdictions in which we operate. Management judgment is required in determining the provision (benefit) for income taxes, as well as realizable deferred tax assets and liabilities. We adjust our income tax provision (benefit), when required, for any changes that impact our underlying judgments and income tax filing positions. The components of the provision (benefit) for income taxes consist of the following ($000s):

	2005			2004			2003
Current provision (benefit):
Federal	$	(305	)	$	(747	)	$	(3,486	)
State		848			289			(398	)
Foreign		(1,150	)		2,454			750
Total current		(607	)		1,996			(3,134	)
Deferred provision (benefit):
Federal		(133	)		1,846			3,449
State		—			230			477
Foreign		587			(309	)		(2,946	)
Total deferred		454			1,767			980
Total provision (benefit) for income taxes	$	(153	)	$	3,763		$	(2,154	)

     Our annual tax provision reflects certain adjustments in tax contingencies related to prior tax years. These adjustments are recorded within any tax year as discrete adjustments to the tax provision in the interim periods that they arise or are settled. The 2005 provision reflects adjustments, which included a reversal of income tax contingency accruals related to prior periods’ tax returns for the expiration of the statute of limitations and a reduction in a valuation allowance no longer considered necessary, which amounted to $4.3 million. These were partly offset by an increase in our income tax liability of $1.5 million related to an adjustment proposed by the IRS resulting from their review of our 2002 U.S. consolidated income tax return.

44

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Included in the 2004 tax provision is a $2.5 million reduction of certain tax liabilities related to a prior period tax return no longer required due to expiration of the statute of limitations. Additionally, in 2004, the Austrian government enacted a change in the income tax rate applied to profits and losses generated in its jurisdiction after 2004 from 34% to 25%. The change required us to lower our deferred tax assets by $0.3 million in this jurisdiction to reflect the effect of the lower tax rate.

     We have not provided for U.S income taxes on undistributed earnings of our foreign subsidiaries as such earnings are intended to be reinvested indefinitely outside the U.S. We had approximately $99.4 million of undistributed earnings as of December 30, 2005. The American Jobs Creation Act (the Act) signed into law on October 22, 2004 allows for a favorable effective rate on the repatriation of certain qualifying foreign earnings to the United States. Our plans to indefinitely reinvest foreign earnings have not changed as a result of evaluating the provisions of the Act and related guidance.

     The components of our income (loss) before provision (benefit) for income taxes consist of the following ($000s):

	2005			2004		2003
U.S.	$	(4,074	)	$	8,828	$	(5,552	)
Foreign		13,857			8,808		(12,224	)
Total income (loss) before provision (benefit) for income taxes	$	9,783		$	17,636	$	(17,776	)

The reconciliation of our effective tax rate to the U.S. federal statutory income tax rate is as follows:

	2005			2004			2003
U.S. federal statutory tax rate		35.0	%		35.0	%		35.0	%
Foreign tax effects		(30.8	)		(15.0	)		(30.4	)
Discrete tax contingencies		(24.6	)		(1.1	)		0.7
Austrian tax rate change		—			1.4			—
State income tax effect, net of federal benefit		8.7			3.6			(0.6	)
Valuation allowance		7.2			—			—
Permanent items		2.9			(2.6	)		3.1
Tax credits		—			—			4.3
Effective income tax rate		(1.6	)%		21.3	%		12.1	%

     Deferred income taxes represent the expected tax consequences of transactions that are recognized in different time periods for book and tax purposes. Significant components of our deferred tax assets and liabilities as of December 30, 2005 and December 31, 2004 are as follows ($000s):

	2005			2004
Current Deferred Tax Assets
Inventory valuation reserves	$	2,267		$	3,061
Other accrued liabilities		4,877			5,674
Allowance for doubtful accounts		419			402
	$	7,563		$	9,137
Long-Term Deferred Tax Assets
Lease liabilities	$	73		$	1,521
Other accrued liabilities		1,544			570
Tax credit carryover		1,988			1,633
Net operating loss carry forwards		21,356			16,606
Valuation allowance		(19,764	)		(16,175	)
	$	5,197		$	4,155
Long-Term Deferred Tax Liabilities
Property, plant & equipment	$	1,838		$	4,023
Goodwill		1,749			1,479
Other		538			96
	$	4,125		$	5,598

45

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Included in other long-term deferred tax liabilities as of December 30, 2004 is a $0.5 million provision on foreign currency translation adjustments recorded in other comprehensive income.

     The valuation allowances as of December 30, 2005 and December 31, 2004 are primarily associated with foreign net operating loss carry forwards related to certain Artesyn subsidiaries. Management has established a valuation allowance where we believe that it is “more likely than not” that we will not realize these deferred tax assets based on our earnings history, the number of years that our operating losses can be carried forward, expected future taxable income by jurisdiction and tax planning strategies. The valuation allowance increased $3.6 million, $3.8 million and $1.7 million during 2005, 2004, and 2003, respectively.

     Approximately $13.0 million of our net operating loss carry-forwards expire through 2010 and $16.8 million through 2025. Certain foreign net operating loss carry forwards, totaling approximately $71.7 million, have an indefinite life.

     The following table summarizes our net operating loss carry forwards as of December 30, 2005 and related expiration dates by country ($000s):

	Net Operating
Country	Loss Available		Expiration
United States	$	16.8	2025
Austria		18.5	No expiration
Hungary		13.2	2006-08/no expiration
Germany		16.3	No expiration
United Kingdom		2.5	No expiration
Ireland		23.6	No expiration
Netherlands		9.5	No expiration
China		1.1	2007-10
Total	$	101.5

     Approximately $84.9 million of our net operating loss carry-forwards are offset by valuation allowances. The Company has $2.7 million of research and development credits expiring between 2022 through 2024.

     The expirations on the statute of limitations vary by tax jurisdiction. Several years may elapse before a particular matter is audited and finally resolved. As disclosed above, the IRS has informed us of a proposed adjustment with a potential tax liability as a result of an audit of the 2002 U.S. consolidated income tax return. This contingent liability was accrued as of December 30, 2005.

12. Commitments and Contingencies

     Legal Proceedings

     On February 8, 2001, VLT, Inc. and Vicor Corporation filed a suit against us in the United States District Court of Massachusetts alleging that we infringed on a U.S. patent entitled “Optimal Resetting of The Transformer’s Core in Single Ended Forward Converters.” By agreement, Vicor Corporation subsequently withdrew as plaintiff. VLT has alleged that it is the owner of the patent and that we have manufactured, used or sold electronic power converters with reset circuits that fall within the claims of the patent. VLT seeks damages, including royalties, lost profits, interest, attorneys’ fees and increased damages under 35 U.S.C. § 284. Originally, we challenged the validity of the patent and denied the infringement claims, but have since reached an agreement with VLT on a stipulated judgment, after the Court ruled on the scope of the patent.

     In the stipulated judgment, VLT agreed that, under the court’s construction, most of the Artesyn products that were originally accused of infringement (representing over 90% of the accused sales volume) did not infringe the patent. In exchange, we agreed that, under the Court’s claim construction, the patent is valid and enforceable, and one category of our products (representing less than 10% of the accused sales) did infringe the patent, prior to its expiration in February of 2002. Due to the patent expiration, the parties agree that no current Artesyn products can infringe.

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ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     The respective parties each appealed the stipulated judgment, including the District Court’s claim constructions to the United States Court of Appeals for the Federal Circuit. On May 24, 2004, the Federal Circuit affirmed the rulings of the District Court and subsequently denied all motions for rehearing and reconsideration and remanded the case back to the District Court. The only issue pending at the District Court following the Federal Circuit’s decision is what, if any, damages are owed by us to VLT on the limited sales of the remaining category of our products that infringe the patent under the stipulated judgment. The ultimate outcome in this matter is not expected to be material to the financial statements.

     On September 30, 2005, Power-One filed a suit against us in the United States District Court for the Eastern District of Texas, Marshall Division, for patent infringement. Power-One alleges that our DPL20C PoL converter product infringes on two of its patents concerning digital power management. Additionally, Power-One amended its original complaint in December 2005 to state that it intends to add infringement counts for pending patent applications which, as of December 2005, had been allowed by the US Patent and Trademark Office but which had not yet been issued. The lawsuit seeks monetary damages and a permanent injunction that would prohibit us from manufacturing and selling the converter. We have counterclaimed for declaratory judgment that the patents are not infringed and that the patents are invalid. We believe that we have defenses to the suit and we intend to assert them vigorously. At the present time, we are unable to predict the outcome of this matter or ultimate liability owed by us for damages, if any.

     On March 2, 2006, Samco Partners, an entity alleging to be an Artesyn shareholder, filed a purported class action complaint in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida against Artesyn, substantially all of our directors and Emerson challenging the proposed merger. The complaint alleges that our directors breached their fiduciary duties in connection with the approval of the merger, that the defendants did not fully and fairly disclose certain material information with respect to the approval of the merger in Artesyn’s preliminary proxy statement filed with the SEC on February 23, 2006 and that Emerson aided and abetted our directors in their alleged breaches of fiduciary duty. The complaint seeks injunctive relief against the consummation of the merger or, alternatively, to rescind it. It also seeks an award of damages for the alleged wrongs asserted in the complaint. The lawsuit is in its preliminary stages. We believe that the lawsuit is without merit and intend to defend it vigorously. At the present time, we are unable to predict the outcome of this matter or ultimate liability owed by us for damages, if any.

     We are a party to various other legal proceedings, which have arisen in the ordinary course of business. While the results of these matters cannot be predicted with certainty, we believe that losses, if any, resulting from the ultimate resolution of these matters will not have a material adverse effect on our consolidated results of operations, cash flows or financial position.

Purchase Commitments

     We have long-term relationships pertaining to the purchase of certain raw materials and finished goods with various suppliers as of December 30, 2005. These purchase commitments are not expected to exceed Artesyn’s usage requirements.

Lease Obligations

     We are obligated under non-cancelable operating leases for facilities and equipment that expire at various dates through 2011 and thereafter. Many of our leases contain renewal options and escalation clauses. Renewal options, when probable, are considered at the outset of the lease term and escalation clauses are considered in the recording of periodic rent expense. Future minimum annual rental obligations as of December 30, 2005 are as follows ($000s):

	Operating
Fiscal Year	Leases
2006	$	2,773
2007		2,301
2008		1,346
2009		350
2010		277
2011 and thereafter		1,320
	$	8,367

     Rental expense under operating leases amounted to $3.2 million, $5.9 million and $6.0 million in fiscal years 2005, 2004 and 2003, respectively. There was no sublease income in 2005 and 2004. In 2003, sublease income was $0.2 million.

47

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     We have recorded a liability for several leased facilities and equipment no longer deployed in our operations. The future contracted lease obligations have been accrued for as part of our restructuring reserve, and therefore are not included in rent expense (see Note 7). The aggregate minimum annual rental obligations under these leases have been included in the lease commitments table presented above. The total of these liabilities, which are included in current and long-term accrued liabilities, was $0.2 million at December 30, 2005.

13. Stock-Based Compensation Plans

     We apply APB 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for stock-based compensation for employees and non-employee directors. In accordance with APB 25, we do not recognize compensation cost in conjunction with stock option grants as the exercise price of our stock options equals the market price of the underlying stock on the date of grant.

Employee Performance Equity Plan

     During 2000, we established the 2000 Performance Equity Plan, or PEP, under which we reserved 4,400,000 shares of our common stock for granting of either incentive or nonqualified stock options to key employees and officers. This was essentially an extension of the 1990 Performance Equity Plan (which expired in 2000), pursuant to which 5,950,000 shares of our common stock were reserved for option grants. Options that terminate or expire under the PEP or the 1990 Plan are available for re-grant under the PEP. Under the current plan, non-qualified stock options have been granted at prices not less than the fair market value of the underlying common stock on the date of each grant. The maximum term of the options is 10 years, although all options granted subsequent to 1997 have been granted with a 5-year term. The options granted during 2005, 2004 and 2003 become exercisable in stages upon the passage of time ranging from twelve to thirty-six months from the date of grant, subject to extended vesting periods of up to fifty-eight months, based on the level of our stock price under the PEP.

     At our 2004 annual meeting of shareholders, our shareholders approved amendments to the PEP that allow other types of equity and other compensation to be granted. In June 2005, our Compensation and Stock Option Committee approved granting shares of restricted (non-vested) common stock in lieu of most employee stock option grants. Stock option grants will be limited to key executives and are not expected to be significant in the future.

     As of December 30, 2005 approximately 279,000 shares of restricted stock had been issued and outstanding in connection with the PEP. These shares vest ratably over three years, with 33% vested at each anniversary date. Compensation expense is recognized on a straight-line basis over the vesting period. Compensation expense related to the restricted shares granted was $0.3 million in 2005.

Outside Directors Stock Option Plan

     In 1990, we established the 1990 Outside Directors Stock Option Plan, as amended in 2004. Under this plan, 1,400,000 shares of common stock are reserved for granting of non-qualified stock options to our directors who are not employees at exercise prices not less than the fair market value of the underlying common stock on the date of each grant. Upon election or appointment to the Board of Directors and each year he or she is elected thereafter, outside directors receive options to purchase 10,000 shares of our common stock provided that they own a specified number of shares of Artesyn common stock based on a formula set forth in our plan or as of a previous grant date. The options granted under the Outside Directors Stock Option Plan fully vest on the one-year anniversary of the date of grant and are exercisable for a ten-year term.

     Under the terms of our Merger Agreement with Emerson, upon the closing of the merger, all options to purchase shares of our common stock, whether or not presently exercisable, will be cancelled in exchange for a cash payment equal to (i) $11.00 minus the applicable option exercise price, multiplied by (ii) the number of shares of Artesyn common stock underlying the option. See Note 21 for additional information.

     The following table summarizes stock option activity under our stock based compensation plans for fiscal years 2005, 2004 and 2003:

48

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2005					2004					2003
				Weighted-					Weighted-					Weighted-
				average					average					average
				Exercise					Exercise					Exercise
	Options			Price		Options			Price		Options			Price
Options outstanding, beginning of year		6,850,969		$	10.85		6,931,359		$	11.68		7,050,064		$	12.87
Options granted		149,250			8.46		1,050,250			8.13		1,008,200			6.29
Options exercised		(533,525	)		5.15		(466,000	)		3.77		(70,750	)		2.87
Options forfeited		(1,569,202	)		18.40		(664,640	)		20.15		(1,056,155	)		14.79
Options outstanding, end of year		4,897,492			8.99		6,850,969			10.85		6,931,359			11.68
Options exercisable, end of year		3,485,467		$	9.41		4,280,019		$	12.63		3,887,284		$	15.81
Weighted-average fair value of options granted during the year	$	4.57				$	4.62				$	3.90

The weighted average grant-date fair value of restricted stock granted during 2005 was $8.43.

     The following table summarizes information about stock options outstanding at December 30, 2005:

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		average				average
Range of Exercise			Contractual Life		Exercise				Exercise
Prices	Options		(Years)		Price		Options		Price
$1.42 — $5.37		1,238,350		1.77	$	3.78		1,186,100	$	3.80
5.50 —   7.68		1,486,000		3.17		7.31		545,775		7.07
7.70 —   9.65		1,005,950		2.44		9.03		744,950		9.14
10.05 — 21.25		1,025,692		1.75		15.64		867,142		16.47
21.75 — 26.00		141,500		3.02		23.54		141,500		23.54
		4,897,492		2.36	$	8.99		3,485,467	$	9.41

     The following shares of common stock have been reserved for future issuance as of December 30, 2005 (000s):

Description	Shares
Conversion of convertible senior subordinated notes		11,161
Conversion of common stock warrants outstanding		1,550
Available for issuance pursuant to stock options outstanding		4,897
Available for future grant under stock based compensation plans		1,796
Available for issuance for 401(k) plan matching obligations		494
		19,898

14. Employee Benefit Plans

     We provide retirement benefits to our employees through the Artesyn Technologies, Inc. Employees’ Thrift and Savings Plan (the “401(k) Plan”), pursuant to which employees may elect to purchase Company common stock or make other investment elections. As allowed under Section 401(k) of the Internal Revenue Code, the 401(k) Plan provides tax deferred salary deductions for eligible employees. The 401(k) Plan permits substantially all US employees to contribute up to 75% of their base compensation (as defined) to the 401(k) Plan, limited to a maximum amount as set by the IRS. We may, at the discretion of the Board of Directors, make a matching contribution to the Plan. Artesyn’s matching contributions were approximately $1.3 million, $1.3 million and $0.9 million in 2005, 2004 and 2003, respectively. The Company’s contributions vest over a five-year period at 20% per year.

49

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15. Business Segments and Geographic Information

     We are organized into two business segments, Power Conversion and Embedded Systems. All of our products are designed and manufactured to meet the system needs of OEMs in voice and data communications applications including server & storage, enterprise networking, wireless infrastructure and telecommunications.

     Our Power Conversion segment designs and manufactures a broad range of power conversion products including AC/DC converters and on-board DC/DC converters as well as power systems including rectifiers and DC/DC power delivery systems used in wireless infrastructure and RF amplification system applications.

     The Embedded Systems segment designs and manufactures embedded board level products and protocol software for applications including central processing units and wide area network input/output boards.

     We sell products directly to OEMs and also to a network of industrial and retail distributors throughout the world. Our principal markets are in the United States, Europe and Asia-Pacific. Sales are made in U.S. dollars and certain European and Asian currencies.

     Corporate expenses include items related to compliance, litigation and other corporate administration. After a reassessment in the second quarter of 2004 due to a change in segment management, these expenses are no longer considered when management evaluates the performance of the two segments or when resource allocation decisions are made. Accordingly, corporate expenses are no longer allocated to our reportable segments, and we have restated the segment information for 2003.

     The table below presents information about reportable segments ($000s):

	2005			2004			2003
Sales
Power Conversion	$	346,440		$	354,625		$	314,412
Embedded Systems		78,261			74,764			42,459
Total	$	424,701		$	429,389		$	356,871
Operating Income (Loss)
Power Conversion	$	(1,101	)	$	12,680		$	(7,486	)
Embedded Systems		24,371			22,292			7,309
Corporate		(10,082	)		(12,332	)		(9,407	)
Total	$	13,188		$	22,640		$	(9,584	)
Capital Expenditures
Power Conversion	$	10,972		$	20,852		$	6,008
Embedded Systems		1,611			1,267			1,053
Corporate		14			21			20
Total	$	12,597		$	22,140		$	7,081
Depreciation and Amortization
Power Conversion	$	19,686		$	19,840		$	20,433
Embedded Systems		1,335			1,529			1,836
Corporate		866			906			668
Total	$	21,887		$	22,275		$	22,937

50

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2005		2004
Year-End Assets
Power Conversion	$	224,698	$	215,109
Embedded Systems		60,566		64,582
Corporate		51,094		61,948
Total	$	336,358	$	341,639

Sales are attributed to geographical areas based on selling location. Long-lived assets consist of property, plant and equipment, net. Information about our operations by geographical region is shown below ($000s):

	2005		2004		2003
Sales
United States	$	221,075	$	255,962	$	223,695
Austria		47,980		37,043		37,982
Ireland		16,639		16,780		19,024
People’s Republic of China		129,665		110,192		67,253
Other foreign countries		9,342		9,412		8,917
Total sales	$	424,701	$	429,389	$	356,871

	2005		2004
Long-Lived Assets
United States	$	13,227	$	14,549
Austria		930		1,325
Ireland		704		1,443
People’s Republic of China		29,796		35,938
Other foreign countries		1,131		4,112
Total long-lived assets	$	45,788	$	57,367
Net Assets
United States	$	50,846	$	61,998
Austria		13,595		13,206
Ireland		2,979		1,104
People’s Republic of China		57,871		41,020
Other foreign countries		17,977		16,648
Total net assets	$	143,268	$	133,976

16. Supplemental Cash Flow Disclosures

	2005		2004		2003
Cash paid during the year for:
Interest	$	4,953	$	4,978	$	1,410
Income taxes	$	1,087	$	1,777	$	102

No U.S. federal income tax was paid in the years presented due to Artesyn’s net taxable losses during these years.

51

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17. Earnings Per Share

     Basic earnings per share is calculated by dividing income available to shareholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during each period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and shares of restricted common stock (calculated using the treasury stock method). The following table sets forth the computation of basic and diluted earnings (loss) per share for the years ended December 30, 2005, December 31, 2004 and December 26, 2003 (000’s, except per share information):

	2005		2004		2003
Numerator:
Numerator for basic earnings per share — net income (loss)	$	9,936	$	13,873	$	(15,622	)
Effect of potential common shares:
convertible subordinated debt		—		3,431		—
Numerator for diluted earnings per share — net income (loss)	$	9,936	$	17,304	$	(15,622	)
Denominator:
Denominator for basic earnings per share — weighted average shares		39,666		39,093		38,678
Net effect of dilutive stock options		746		887		—
Net effect of dilutive restricted shares		30
Assumed conversion of convertible subordinated debt		—		11,160		—
Denominator for diluted earnings per share — weighted average shares		40,442		51,140		38,678
Basic earnings (loss) per share	$	0.25	$	0.35	$	(0.40	)
Diluted earnings (loss) per share	$	0.25	$	0.34	$	(0.40	)
Antidilutive weighted shares		14,484		4,210		15,433

     The above antidilutive weighted shares to purchase shares of common stock include certain shares issuable under our stock option plans, shares related to the outstanding Finestar warrant and common stock potentially issuable on the conversion of our Convertible Senior Subordinated Notes in 2005 and 2003. These shares were not included in computing diluted earnings (loss) per share because their effects were antidilutive for the respective periods.

18. Goodwill

     Goodwill and accumulated amortization balances are as follows ($000s):

	December 30,			December 31,
	2005			2004
Goodwill	$	36,737		$	39,475
Accumulated amortization		(16,191	)		(17,368	)
Goodwill, net	$	20,546		$	22,107

     Goodwill is recorded mainly in connection with the Embedded Systems segment. In the first quarter of 2004, we made a final payment of $0.7 million related to the AzCore acquisition, which was recorded as an addition to goodwill. For additional information relating to this acquisition, see Note 8. The remaining change in goodwill and accumulated amortization between periods relates to the currency translation recorded at our foreign subsidiaries.

     In accordance with SFAS 142, we perform an impairment assessment of goodwill in August of each year. In connection with our 2005 and 2004 annual assessments of goodwill, no impairment was indicated. We will continue to assess the carrying value of goodwill in accordance with SFAS 142 in future periods.

52

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. Related Party Transactions

     Stephen A. Ollendorff, one of our directors, was Of Counsel to the law firm of Kirkpatrick & Lockhart Nicholson Graham LLP during all fiscal years presented. Kirkpatrick & Lockhart Nicholson Graham LLP acted as counsel for the Company in fiscal years 2005, 2004 and 2003 and received fees of approximately $1.1 million, $1.0 million and $1.7 million, respectively, in such fiscal years for various legal services rendered to our Company.

     In June 2005, we entered into a loan agreement with our manufacturer partner in China, Zhongshan Carton Box General Factory Co., Ltd. (“Carton Box”). The loan is to be disbursed in three installments of $1.0 million through January 2006 and bears annual interest of 4.0%. The loan and the related interest will be repaid over a five-year term beginning in July 2006 through a deduction from the monthly processing fees owed by Artesyn to Carton Box. The first two loan installments totaling $2.0 million were issued in 2005. As of December 30, 2005, the current portion of the loan receivable of $0.4 million is included in prepaid expenses and other current assets, with the remaining long-term portion of $1.6 million included in other assets.

20. Recent Accounting Pronouncements

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS 123R, “Share-Based Payments.” This statement replaces SFAS 123 “Accounting for Stock-Based Compensation,” and supersedes APB 25 “Accounting for Stock Issued to Employees.” SFAS 123R eliminates the intrinsic value method under APB 25 as an alternative method of accounting for stock-based awards. The new standard requires that the compensation cost relating to share-based payment be recognized in financial statements at fair value. SFAS 123R also revises the fair value-based method of accounting for share-based payment liabilities, forfeitures and modifications of stock-based awards and clarifies SFAS 123’s guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. We will adopt SFAS 123R using a modified version of the prospective application in the fiscal year beginning after December 31, 2005. Based on unvested stock options currently outstanding using the Black-Scholes option pricing model the effect of adopting SFAS 123R, absent of the effect of the pending merger with Emerson, will reduce our net income by approximately $1.2 million in 2006. Upon the closing of the merger with Emerson, the outstanding unvested equity awards will vest and will be cashed out in accordance with the terms of the Merger Agreement. See Note 21 for additional information.

     In November 2004, FASB issued SFAS 151, “Inventory Cost — an Amendment of ARB No. 43, Chapter 4.” This standard provides clarification that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be recognized as current-period charges. Additionally, this standard requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of this standard are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of this standard is not expected to have a material impact on our financial statements.

21. Subsequent Events

     On February 1, 2006, the Board of Directors of Artesyn unanimously approved and, on behalf of the Company, entered into an Agreement and Plan of Merger with Emerson pursuant to which Emerson will acquire Artesyn for approximately $580 million in cash. Under the terms of the agreement, each outstanding share of Artesyn common stock will be converted into the right to receive $11.00 in cash, without interest, and Artesyn will become a wholly owned subsidiary of Emerson.

     All outstanding options to acquire Artesyn common stock, whether presently exercisable or not, will vest immediately and be cancelled in exchange for a cash payment equal to $11.00 minus the applicable option exercise price multiplied by the number of shares of Artesyn common stock underlying the option, and the Finestar warrant and our Convertible Senior Subordinated Notes will no longer be exercisable or convertible into shares of Artesyn common stock, but rather will be entitled to receive, upon exercise or conversion, as the case may be, a cash payment equal to $11.00 times the number of shares underlying the warrant and the convertible notes, as applicable, less, in the case of the warrant, the exercise price. Additionally, cash payments will become due to our directors who participate in our Directors’ Retirement Plan.

     The Company has certain existing employment and severance agreements with key executives that provide for cash payments upon cessation of employment subsequent to a change in control (which would include completion of the merger), other than termination for cause. In addition, the Company has agreements with certain other key employees that may result in severance benefits depending on whether key employees remain employed by the surviving corporation after the closing of the merger. The ultimate amounts paid, if any, are dependent on the closing of the merger agreement and future actions of the employees and surviving corporation.

53

ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     For more information, refer to our Preliminary Proxy Statement filed with the SEC on February 23, 2006. The completion of the merger is pending approval of the Company’s shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, German antitrust regulatory approvals, and other customary closing conditions. Early termination of the waiting period required under the HSR Act was granted as of March 3, 2006.

22. Selected Consolidated Quarterly Data (Unaudited)

     Data in the table below is presented on the basis of a 13-week period, except in the fourth quarter of 2004 the information is presented on a 14-week period basis ($000s, except per share data):

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Fiscal 2005
Sales	$	102,450	$	108,067	$	101,952	$	112,232
Gross profit		26,717		26,714		25,642		29,032
Reclassification adjustment (1)		884		830		981		933
Gross profit as previously reported		25,833		25,884		24,661		28,099
Net income		1,946		75		4,020		3,895
Per share — basic		0.05		0.00		0.10		0.10
Per share — diluted		0.05		0.00		0.09		0.09
Fiscal 2004
Sales	$	96,513	$	105,497	$	107,013	$	120,366
Gross profit		25,203		27,275		28,423		31,904
Reclassification adjustment (1)		730		803		789		852
Gross profit as previously reported		24,473		26,472		27,634		31,052
Net income		1,917		3,078		3,609		5,269
Per share — basic		0.05		0.08		0.09		0.13
Per share — diluted		0.05		0.08		0.09		0.12

(1) Certain costs, mainly related to proto-type development and design integrity testing were previously recorded as cost of sales. In the fourth quarter of 2005, these costs were determined to be more appropriately classified as research and development expenses. The costs related to the prior quarters of 2005 and the 2004 periods were reclassified from cost of sales to research and development expenses in the respective periods to conform with the fourth quarter of 2005 presentation. The reconciliation of gross profit to the amounts previously reported for each respective quarterly period is presented above.

54

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     As of December 30, 2005 our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Because of the inherent limitations in all control systems and procedures, no evaluation of controls can provide absolute assurance that all disclosure issues have been and will be identified on a timely basis. However, based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 30, 2005, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

     The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to Report of Management on Internal Control Over Financial Reporting, included in Part II, Item 8 of this report.

     The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting, included in Part II, Item 8 of this report.

Changes in Internal Control over Financial Reporting

     During the period covered by this report, there have been no changes in our internal control over financial reporting identified in management’s evaluation during the fourth quarter of 2005 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Item 9B. Other Information

     On March 13, 2006, we amended the employment agreement between Artesyn and our Chief Executive Officer, Joseph O’Donnell. Previously, the employment agreement contained a provision prohibiting Mr. O’Donnell from seeking employment with another entity while employed by Artesyn. In light of the pending merger with Emerson, we determined to delete that provision from the agreement. The amendment to the agreement is attached as Exhibit 10.2.

55

PART III

Item 10. Directors and Executive Officers

     The information called for by Item 10 is incorporated herein by reference to our definitive proxy statement for our 2006 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005. If we decide to not hold an Annual Meeting of our Shareholders due to the pending merger with Emerson or are not in a position to file our Definitive Proxy Statement for our Annual Meeting within 120 days after December 30, 2005, we will amend this Annual Report on Form 10-K to include Part III information.

     We have adopted the Artesyn Technologies, Inc. Code of Business Conduct and Ethics, a code of ethics that applies to our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Treasurer, Corporate Controller and other finance organization employees. The Code of Ethics is posted in the “Corporate Governance” section of our website www.artesyn.com, under “Investor Relations.” Any substantive amendments to the Code of Ethics or grant of any waiver from a provision of the Code to our Chief Executive Officer, Chief Financial Officer, Treasurer, or the Corporate Controller, if any, will be disclosed on our website or in a Current Report on Form 8-K.

Item 11. Executive Compensation

     The information called for by Item 11 is incorporated by reference to our definitive proxy statement for our 2006 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005. If we decide to not hold an Annual Meeting of our Shareholders due to the pending merger with Emerson or are not in a position to file our Definitive Proxy Statement for our Annual Meeting within 120 days after December 30, 2005, we will amend this Annual Report on Form 10-K to include Part III information.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

     The information called for by Item 12 is incorporated herein by reference to our definitive proxy statement for our 2006 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005. If we decide to not hold an Annual Meeting of our Shareholders due to the pending merger with Emerson or are not in a position to file our Definitive Proxy Statement for our Annual Meeting within 120 days after December 30, 2005, we will amend this Annual Report on Form 10-K to include Part III information.

Item 13. Certain Relationships and Related Transactions

     The information called for by Item 13 is incorporated herein by reference to our definitive proxy statement for our 2006 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005. If we decide to not hold an Annual Meeting of our Shareholders due to the pending merger with Emerson or are not in a position to file our Definitive Proxy Statement for our Annual Meeting within 120 days after December 30, 2005, we will amend this Annual Report on Form 10-K to include Part III information.

Item 14. Principal Accounting Fees and Services

     The information called for by Item 14 is incorporated herein by reference to our definitive proxy statement for our 2006 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 30, 2005. If we decide to not hold an Annual Meeting of our Shareholders due to the pending merger with Emerson or are not in a position to file our Definitive Proxy Statement for our Annual Meeting within 120 days after December 30, 2005, we will amend this Annual Report on Form 10-K to include Part III information.

56

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedules and Exhibits

(1) Financial Statements

     The following consolidated financial statements of Artesyn Technologies, Inc. and subsidiaries are filed as part of this Form 10-K:

Description	Page
Manager’s Annual Report on Internal Control Over Financial Reporting		27
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		28
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements		29
Consolidated Balance Sheets		30
Consolidated Statements of Operations		31
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss)		32
Consolidated Statements of Cash Flows		33
Notes to Consolidated Financial Statements		34

(2) Financial Statement Schedules

     The following information is filed as part of this Annual Report of Form 10-K:

Schedule II — Valuation and Qualifying Accounts 61

     Schedules other than the one listed above have been omitted because they are either not required or not applicable, or because the required information has been included in the Consolidated Financial Statements or Notes thereto.

(4) Exhibits Required by Item 601 of Regulation S-K

Exhibit #	Description
2.1	Agreement and Plan of Merger, dated as of February 1, 2006, by and between Artesyn Technologies, Inc., Emerson Electric Co. and Atlanta Acquisition Sub, Inc. — incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2006.
3.1	By-laws of Artesyn Technologies, Inc., as amended October 23, 1997 — incorporated by reference to Exhibit 3.1 of Amendment No. 1 to Registrant’s Registration Statement on Form S-4, filed with the SEC on November 13, 1997.
3.2	Articles of Incorporation of Artesyn Technologies, Inc. — incorporated by reference to Exhibit 3.1 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 1989.
3.3	Articles of Amendment to Articles of Incorporation of Artesyn Technologies, Inc. as of May 6, 1998 — incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on May 6, 1998.
3.4	Articles of Amendment to Articles of Incorporation of Artesyn Technologies, Inc., as amended on December 22, 1998 — incorporated by reference to Exhibit 3.4 of Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
4.1	Amended and Restated Rights Agreement, dated as of November 21, 1998, between Artesyn Technologies, Inc. and The Bank of New York as Rights Agent, including the form of Right Certificate and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibits B and C, respectively — incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 1998.
4.2	Amendment No. 1 to Amended and Restated Rights Agreement, dated as of October 22, 2004, between Artesyn Technologies, Inc. and the Bank of New York — incorporated by reference to Exhibit 4.2 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

57

Exhibit #	Description
4.3	Purchase Agreement between Artesyn Technologies, Inc., Lehman Brothers Inc. and Stephens Inc., dated August 7, 2003 — incorporated by reference to Exhibit 4.1 of Registrant’s Form S-3 Registration Statement (File number 333-109053) filed with the SEC on September 23, 2003.
4.4	Indenture between Artesyn Technologies, Inc. and The Bank of New York, dated August 13, 2003 — incorporated by reference to Exhibit 4.2 of Registrant’s Form S-3 Registration Statement (File number 333-109053) filed with the SEC on September 23, 2003.
4.5	Resale Registration Rights Agreement between Artesyn Technologies, Inc., Lehman Brothers Inc. and Stephens Inc. dated August 13, 2003 — incorporated by reference to Exhibit 4.3 of Registrant’s Form S-3 Registration Statement (File number 333-109053) filed with the SEC on September 23, 2003.
4.6	Securities Purchase Agreement dated January 14, 2002, by and between Artesyn Technologies, Inc. and Finestar International Limited — incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K/A, filed with the SEC on January 24, 2002.
4.7	Warrant to Purchase Shares of Common Stock of Artesyn Technologies, Inc., dated January 15, 2002, issued by Artesyn Technologies, Inc. to Finestar International Limited — incorporated by reference to Exhibit 4.3 of Registrant’s Current Report on Form 8-K/A, filed with the SEC on January 24, 2002.
4.8	Registration Rights Agreement, dated January 15, 2002, by and between Artesyn Technologies, Inc. and Finestar International Limited — incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K/A, filed with the SEC on January 24, 2002.
4.9	Waiver of selected entitlements related to Registration Rights Agreement by and between Artesyn Technologies, Inc., a Florida corporation, and Finestar International Limited, a British Virgin Islands corporation — incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2002.
4.10	Promissory Note Payoff Agreement, dated August 1, 2003, by and between Artesyn Technologies Inc., a Florida Corporation, and Finestar International Limited, a British Virgin Islands corporation — incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on November 7, 2003.
10.1	Third Amended and Restated Employment Agreement, dated as of October 21, 2005, by and between Artesyn Technologies, Inc., and Joseph M. O’Donnell — incorporated by reference to Exhibit 10.39 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005.
10.2	Amendment to Third Amended and Restated Employment Agreement, dated as of March 10, 2006, by and between Artesyn Technologies, Inc. and Joseph M. O’Donnell (filed herewith).
10.3	Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc. and Ewald Braith — incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.
10.4	Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc. and Norman C. Wussow — incorporated by reference to Exhibit 10.31 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.
10.5	Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc. and William Rodger — incorporated by reference to Exhibit 10.32 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.
10.6	Severance Agreement, dated as of October 21, 2005, by and between Artesyn Technologies, Inc. and Gary Larsen — incorporated by reference to Exhibit 10.36 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005.
10.7	Amended and Restated Severance Agreement, dated October 21, 2005, by and between Artesyn Technologies, Inc. and Scott McCowan — incorporated by reference to Exhibit 10.37 of the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 13, 2006.
10.8	Amended and Restated Severance Agreement, dated October 21, 2005, by and between Artesyn Technologies, Inc. and Ken Blake — incorporated by reference to Exhibit 10.38 of the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 13, 2006.

58

Exhibit #	Description
10.9	Form of Severance Agreement by and between Artesyn Technologies, Inc. and participating employees — incorporated by reference to Exhibit 10.33 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.
10.10	1990 Performance Equity Plan, as amended — incorporated by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form S-8 (File No. 333-58771) filed with the SEC on July 9, 1998.
10.11	2000 Performance Equity Plan, as amended and restated March 8, 2004 — incorporated by reference to Exhibit 10.9 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.12	Form of agreement for stock option awards under the Registrant’s 2000 Performance Equity Plan, as amended and restated effective March 8, 2004 — incorporated by reference to Exhibit 10.23 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.13	Form of Restricted Stock Award Agreement, by and between Artesyn Technologies, Inc. and participating employees — incorporated by reference to Exhibit 10.40 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005.
10.14	Amended and Restated 1990 Outside Directors Stock Option Plan, as amended January 29, 2004 — incorporated by reference to Exhibit 10.13 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.15	Form of agreement for stock option awards under the Registrant’s Amended and Restated 1990 Outside Directors Stock Option Plan, as amended January 29, 2004 — incorporated by reference to Exhibit 10.24 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.16	Outside Directors Retirement Plan effective October 17, 1989, as amended January 25, 1994, August 15, 1996, January 29, 1998 and October 28, 1999 — incorporated by reference to Exhibit 10.31 of the Registrant’s Annual Report on Form 10-K for the period ended December 31, 1999.
10.17	Form of Agreement under the Outside Directors’ Retirement plan, dated as of August 4, 2005, by and between Artesyn Technologies, Inc. and participating directors — incorporated by reference to Exhibit 10.35 of the Registrant’s Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.
10.18	Grant Agreement, dated October 26, 1994, by and among the Industrial Development Authority of Ireland, Power Products Ltd. and Computer Products, Inc. — incorporated by reference to Exhibit 10.43 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 1994.
10.19	Grant Agreement, dated December 5, 1997, by and among the Industrial Development Authority of Ireland, Power Products Ltd. and Computer Products, Inc. (filed herewith).
10.20	Supplemental Agreement made the 5th day of September 2003 between the Industrial Development Agency (Ireland), Artesyn International Limited, and Artesyn Technologies, Inc. — incorporated by reference to Exhibit 10.2 of the Registrant’s quarterly report on Form 10-Q filed with the SEC on November 7, 2003.
10.21	Loan and Security Agreement, dated March 28, 2003, by and among Fleet Capital Corporation, Artesyn Technologies, Inc. and certain of its subsidiaries — incorporated by reference to Exhibit 10.1 of the Registrant’s current report on Form 8-K, filed with the Commission April 3, 2003.
10.22	Amendment No. 2 to Loan and Security Agreement and Consent, dated August 13, 2003, by and among Fleet Capital Corporation, Artesyn Technologies, Inc. and certain of its subsidiaries — incorporated by reference to Exhibit 10.21 of Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.23	Amendment No. 3 to Loan and Security Agreement and Consent, dated February 2, 2006, by and among Bank of America, NA, successor in interest to Fleet Capital Corporation, Artesyn Technologies, Inc. and certain of its subsidiaries (filed herewith).
10.24	2006 Executive Incentive Plan of Artesyn Technologies, Inc. (filed herewith).
10.25	Description of Performance Metrics Applicable to the 2006 Executive Incentive Plan of Artesyn Technologies, Inc. (filed herewith).
10.26	Confidentiality, Standstill and Board Representation Agreement, dated July 7, 2005, by and between Artesyn Technologies, Inc. and JANA Partners LLC — incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2005.

59

Exhibit #	Description
10.27	Form of voting agreements, by and between Emerson Electric Co. and certain stockholders of Artesyn Technologies, Inc. — incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2006.
10.28*	English translation of Supply and Processing Agreement, dated December 28, 2002, by and between Zhong Shan Carton General Factory Limited Company, Zhong Shan Zhongjing Import and Export Limited Company and Artesyn Technologies Asia-Pacific Ltd. (filed herewith).
21	List of subsidiaries of Artesyn Technologies, Inc (filed herewith).
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
31.1	Certification by the Chief Executive Officer pursuant to pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification by the Chief Financial Officer pursuant to pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification by 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 (filed herewith).
32.2	Certification by 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 (filed herewith).

*Confidential treatment has been requested as to certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Exchange Act. Such portions have been omitted and filed separately with the SEC.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended on the Friday Nearest December 31 ($000s)

COLUMN A	COLUMN B		COLUMN C				COLUMN D					COLUMN E
			Additions				Deductions
	Balance at		Charged to		Charged to							Balance at
	Beginning		Costs &		Other							End of
Description	of Period		Expenses		Accounts		Description			Amount		Period
Fiscal Year 2005:
Reserve deducted from asset to which it applies:
Accounts receivable allowances	$	1,633	$	2,146		—		(1	)	$	2,468	$	1,311
Inventory valuation reserve		19,652		4,113		—		(1	)		6,637		17,128
Valuation allowance for deferred tax assets		16,175		3,589		—					—		19,764
Fiscal Year 2004:
Reserve deducted from asset to which it applies:
Accounts receivable allowances	$	2,831	$	1,436		—		(1	)	$	2,634	$	1,633
Inventory valuation reserve		23,700		4,397		—		(1	)		8,445		19,652
Valuation allowance for deferred tax assets		12,415		3,760		—					—		16,175
Fiscal Year 2003:
Reserve deducted from asset to which it applies:
Accounts receivable allowances	$	3,121	$	1,418		—		(1	)	$	1,708	$	2,831
Inventory valuation reserve		39,451		1,874		—		(1	)		17,625		23,700
Valuation allowance for deferred tax assets		10,733		1,682		—					—		12,415

(1) The reduction relates to charge-offs.

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SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ARTESYN TECHNOLOGIES, INC.
		(Company)
	By:	/s/ JOSEPH M. O’DONNELL
		Joseph M. O’Donnell
		Chairman of the Board,
		President and Chief Executive Officer
Dated: March 13, 2006

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOSEPH M. O’DONNELL Joseph M. O’Donnell	Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)	March 13, 2006
/s/ GARY R. LARSEN Gary R. Larsen	Vice President — Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	March 13, 2006
/s/ EDWARD S. CROFT, III Edward S. Croft, III	Director	March 13, 2006
/s/ LAWRENCE J. MATTHEWS Lawrence J. Matthews	Director	March 13, 2006
/s/ STEPHEN A. OLLENDORFF Stephen A. Ollendorff	Director	March 13, 2006
/s/ PHILLIP A. O’REILLY Phillip A. O’Reilly	Director	March 13, 2006
/s/ BERT SAGER Bert Sager	Director	March 13, 2006
/s/ A. EUGENE SAPP, JR. A. Eugene Sapp, Jr.	Director	March 13, 2006
/s/ RONALD D. SCHMIDT Ronald D. Schmidt	Director	March 13, 2006
/s/ LEWIS SOLOMON Lewis Solomon	Director	March 13, 2006
/s/ JOHN M. STEEL John M. Steel	Director	March 13, 2006
/s/ MARC WEISMAN Marc Weisman	Director	March 13, 2006

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INDEX TO EXHIBITS

Exhibit
No.	Description
10.2	Amendment to Third Amended and Restated Employment Agreement, dated as of March 10, 2006, by and between Artesyn Technologies, Inc. and Joseph M. O’Donnell.
10.19	Grant Agreement, dated December 5, 1997, by and among the Industrial Development Authority of Ireland, Power Products Ltd. and Computer Products, Inc.
10.23	Amendment No. 3 to Loan and Security Agreement and Consent, dated February 2, 2006, by and among Bank of America, NA, successor in interest to Fleet Capital Corporation, Artesyn Technologies, Inc. and certain of its subsidiaries.
10.24	2006 Executive Incentive Plan of Artesyn Technologies, Inc.
10.25	Description of the 2006 Executive Incentive Plan of Artesyn Technologies, Inc.
10.28*	English translation of Supply and Processing Agreement, dated December 28, 2002, by and between Zhong Shan Carton General Factory Limited Company, Zhong Shan Zhongjing Import and Export Limited Company and Artesyn Technologies Asia-Pacific Ltd.
21	List of subsidiaries of the Company.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by 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 by 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.

*Confidential treatment has been requested as to certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Exchange Act. Such portions have been omitted and filed separately with the SEC.

63

EX-10.2

Exhibit 10.2

AMENDMENT TO THE
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
WITH JOSEPH M. O’DONNELL
DATED OCTOBER 21, 2005

     The parties to this Amendment, dated as of March 10, 2006 (the “Amendment Date”), are Artesyn Technologies, Inc., a Florida corporation (the “Company”), and Joseph M. O’Donnell (the “Executive”). The Company and the Executive are parties to a Third Amended and Restated Employment Agreement, dated as of October 21, 2005 (the “Existing Agreement”). The Company and the Executive desire to remove restrictions under the terms of the Existing Agreement on the Executive seeking potential employment with another entity. Unless otherwise defined herein, defined terms used in this Amendment have the same meaning as such terms in the Existing Agreement.

     Accordingly, the parties, for good and valuable consideration and intending to be legally bound, agree that the Existing Agreement is amended as follows:

     1. Effective as of the Amendment Date, the second sentence of Section 1.3 of the Existing Agreement is deleted in its entirety and that Section, as amended, shall read as follows:

     1.3 Full-Time Position. The Executive hereby agrees that, during the Employment Term he shall devote all of his business time, attention and skills to the business and affairs of the Company and its subsidiaries, except during vacation time as provided by Section 3.3 hereof and any periods of illness. Subject to the foregoing, nothing in this Agreement shall restrict the Executive from (i) managing his personal investments, personal business affairs and other personal matters, (ii) serving on the boards of directors of companies that do not compete directly or indirectly with the Company, (iii) serving on civic or charitable boards or committees or (iv) delivering lectures, fulfilling speaking engagements or teaching at educational institutions; provided, that none of such activities, either singly or in the aggregate, interfere with the performance of his duties under this Agreement. The Executive must receive approval of the Board prior to assuming any other directorships. It is hereby acknowledged that the Executive has received the necessary approvals to serve as a member of the Board of Directors of Parametric Technology Corporation.

     2. Except as specifically amended in this Amendment, the terms of the Existing Agreement shall remain in full force and effect.

     3. This Amendment and the Existing Agreement constitute the entire agreement of the parties hereto with respect to the subject matter thereof, and supersede all prior agreements and understandings of the parties hereto, oral and written, including all prior employment agreements. Each party hereby acknowledges and agrees that, other than as contained herein, no other representations or warranties, oral or written, have been made, expressly or impliedly, by the other party hereto.

     4. This Agreement may be executed in one or more counterparts, and by each of the parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and this Amendment shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to the other party hereto.

     5. This Amendment will be governed by the laws of the State of Florida applicable to contracts made and to be wholly performed therein.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Existing Agreement on the Amendment Date.

ARTESYN TECHNOLOGIES, INC.
By:	/s/ Gary R. Larsen
	Name:	Gary R. Larsen
	Title:	Vice President — Finance, Chief Executive Officer and Secretary
EXECUTIVE
/s/ Joseph M. O'Donnell
Joseph M. O’Donnell

AGREED AND ACCEPTED:
 

/s/ Phillip A. O'Reilly  

Phillip A. O'Reilly 

Chairman — Compensation Committee 

-2-

EX-10.19

Exhibit 10.19

AGREEMENT made the 5th day of December 1997 BETWEEN the INDUSTRIAL DEVELOPMENT AGENCY (IRELAND) having its principal office at Wilton Park House, Wilton Place, Dublin 2 (“IDA”) of the first part, POWER PRODUCTS, LTD. having its principal place of business in Ireland at Youghal, Co Cork (“the Company”) of the second part and COMPUTER PRODUCTS, INC. having its principal office at 7900 Glades Road, Suite 500, Boca Raton, Florida 33434, U.S.A. (“the Promoters”) of the third part.

WHEREAS:

A. The Company which is controlled by the Promoters has been incorporated with the principal object of establishing and carrying on by way of a branch operation at Youghal, Co Cork an industrial undertaking for the production of power supplies and in accordance with proposals furnished to IDA by the Promoters has applied to IDA for financial assistance towards the cost of expanding its facilities which is intended to increase employment from 302 to 553 persons;

B. The Company and the Promoters having made the necessary enquiries are satisfied and represent to IDA that to the best of their belief there will be available to the Undertaking the relevant resources required for its proper commercial establishment and efficient operation;

C. The Promoters have represented to IDA that in their opinion the Undertaking will contribute to the development of the Irish economy.

NOW IT IS HEREBY WITNESSED that in consideration of the Company implementing the said proposals and carrying on the Undertaking in accordance with this Agreement, IDA agrees to grant to the Company the sum of 1,882,500 Irish Pounds or the aggregate of 7,500 Irish Pounds for each job created over a base level of 302 in the Undertaking in accordance with Paragraph 7 of the Second Schedule hereto whichever is the lesser (“the grant”) subject to the following terms and conditions including those contained in the Schedules hereto:

1. DEVELOPMENT OF THE UNDERTAKING:
The development of the Undertaking and in particular the provision of employment shall be substantially in accordance with the particulars given in the said proposals.

2. CONTROL OF THE COMPANY:
The controlling interest in the Company shall be held directly or indirectly by the Promoters unless otherwise agreed to in writing by IDA.

3. PROVISION OF FIXED ASSETS:
The provision of the fixed assets shall be as set forth in the First Schedule.

4. PROMOTERS INVESTMENT:
The Company shall procure or provide for the purposes of the Undertaking:

4.1	Additional Equity Equivalent of IR£1, $2,500
	For the purposes of this Agreement “Equity Equivalent” shall mean the total monies obtained by the Company as follows:

4.1.1	cash received by the Company from the Promoters in consideration for the issue at par of fully paid-up Ordinary Shares in the Company; and/or
4.1.2	retained earnings of the Company capitalised at par as fully paid-up Ordinary Shares in the Company; and/or
4.1.3	retained earnings of the Company transferred to a special non-distributable reserve account which shall be maintained at the appropriate level for the duration of this Agreement; and/or
4.1.4	loans from the Promoters on the following terms and conditions (“Subordinated Loans”):-

4.1.4.1	that no interest on such loans shall be payable by the Company except out of profits which would otherwise be available for dividend;
4.1.4.2	that no such loans shall be repaid except out of profits of the Company which would otherwise be available for dividend or out of a new loan obtained on the same terms for this purpose, or out of the proceeds of a new issue at par of fully paid-up Ordinary Shares of the Company made for this purpose;
4.1.4.3	that where any such loans are repaid out of profits, there shall be transferred out of profits which would otherwise have been available for dividend to a special nondistributable reserve account a sum equal to the amount of the loan repaid, and that there shall be no reduction in the amount of such special non-distributable reserve account during the term of this Agreement;
4.1.4.4	that where any such loans are repaid out of a new loan obtained for this purpose, the new loan shall be subject to these conditions as if it were the original loan;

2

4.1.4.5 that in the event of the winding up of the Company the amount of any such loans still outstanding shall be subordinated to the claims of the unsecured creditors of the Company;

	PROVIDED ALWAYS that not less than 25% of the Equity Equivalent shall be Ordinary Shares in the Company as specified at Clauses 4.1.1 and/or 4.1.2 above and PROVIDED FURTHER that retained earnings utilised as Equity Equivalent as aforesaid shall not include any sum received in respect of the grant or derived from a revaluation of the fixed assets of the Company.
4.2	Such further sums, including working capital, as may be required for the Undertaking.
4.3	The total amount paid from the grant shall at no time exceed the total amount of Equity Equivalent of which at all times not less than 25% shall comprise an amount for issued Ordinary Shares in the Company as aforesaid.

5. PLANNING PERMISSION AND PREVENTION OF POLLUTION:
The Company shall:

5.1	obtain all relevant permissions prescribed by Local and/or National Authorities and shall comply with all requirements of such permissions and with all Building Regulations and Statutory requirements (if any) required for the Undertaking;
5.2	comply with all statutory requirements and other requirements which IDA reasonably considers to be necessary in relation to environmental controls and the prevention of pollution.

6. GUARANTEES:
The Company shall not give a guarantee in respect of any borrowings other than borrowings for the purposes of the Undertaking without the prior written consent of IDA.

7. INSURANCE:

The Company shall:

7.1	keep all the fixed assets insured in accordance with good commercial practice;
7.2	obtain on commencement of production and in accordance with good commercial practice Consequential Loss Insurance to adequately indemnify the Company against losses and costs resulting from fire and explosion, and
7.3	make arrangements to ensure that IDA will be notified of any failure to renew the insurance specified at Clauses 7.1 and 7.2 hereof and also of any change in such insurance.

3

8. RESTORATION OF FIXED ASSETS:
If there should be damage to or loss of fixed assets including buildings under construction through fire or explosion or any other cause the insurance or other compensation received by the Company shall be used in accordance with good commercial practice to restore to the reasonable satisfaction of IDA the property so damaged or lost.

9. NON-DISTRIBUTION OF THE GRANT:
The Company shall not distribute by way of dividend on the share capital of the Company or otherwise any sum received in respect of the grant.

10. ROYALTIES OR SIMILAR PAYMENTS:
The Company may only make royalty or similar payments on the following terms and conditions:

10.1	that to the extent that the said royalty and/or similar payments exceed 5% -of the Company’s net annual sales, such excess shall not be payable except out of profits (including accumulated profits) of the Company which would otherwise be available for dividend; and
10.2	that in the event of the winding up of the Company the amount of any such excess accrued or accruing for payment but unpaid shall be subordinated to the claims of the unsecured creditors, including IDA, of the Company;

PROVIDED ALWAYS that the provisions of this Clause shall not apply to bona fide third party arms length transactions.

11. PAYMENT OF THE GRANT:

11.1 The grant shall be paid subject to the following terms and conditions and the Company shall provide evidence satisfactory to IDA:

11.1.1	that the Company is acting within its powers in establishing and carrying on the Undertaking by furnishing a Certificate from a Lawyer practising within the jurisdiction within which the Company is incorporated;
11.1.2	that the documents required to be filed with the Registrar of Companies pursuant to the European Communities (Branch Disclosures) Regulations 1993 have been duly filed by furnishing a Certificate from an Irish solicitor;
11.1.3	that the Company has obtained suitable premises for the Undertaking and has title acceptable to IDA to all land and buildings required for the Undertaking;
11.1.4	that the Company is in compliance with all the terms and conditions of its property agreements, if any, with IDA;

4

11.1.5	that the necessary arrangements have been made for the provision of all capital required for the Undertaking as specified at Clause 4 hereof;
11.1.6	that all Planning Permissions as aforesaid have been obtained and complied with;
11.1.7	that all requirements for the control of the environment and prevention of pollution as aforesaid have been complied with;
11.1.8	that insurance arrangements as aforesaid have been made;
11.1.9	that the Company has obtained a tax number in the relevant tax district; that it is up to date in its tax affairs with the Revenue Commissioners and prior to payment from the grant it shall submit an up-to-date tax clearance certificate from the Revenue Commissioners;
11.1.10	the fixed assets have been provided in accordance with the proposals;
11.1.11	that the Company has complied up-to-date with all the provisions of this Agreement;

11.2 Subject to compliance with all the relevant terms of this Agreement the grant shall be paid to the Company in accordance with the arrangements set forth in the Schedule applicable to the particular grant from which payment is sought.

12. FURNISHING OF INFORMATION:

12.1	The Company shall permit the officers and agents of IDA to inspect the fixed assets at all reasonable times during the term of this Agreement and shall furnish to IDA promptly whenever required to do so by IDA all such information and documentary evidence as IDA may from time to time reasonably require to vouch compliance by the Company with any of the terms and conditions of this Agreement.
12.2	The Company acknowledges the right of IDA to consult with relevant third parties to obtain any information it may reasonably require relating to the affairs of the Company and/or the Promoters prior to any payment from the grants and to withhold grant payments in the event of such information being unsatisfactory to IDA. The Company and/or the Promoters hereby undertake to instruct such third parties to furnish any such information to IDA on request.
12.3	The Company and/or the Promoters shall submit Annual Audited Accounts satisfactory to IDA for the duration of this Agreement within, six months from the end of the relevant financial year.

5

13. NOTICES:

13.1	The Certificate of an Officer of IDA certifying any decision of IDA taken or made hereunder shall save in the case of manifest error be conclusive evidence of any such decision.
13.2	Any notice under this Agreement may be sent by IDA to the Company by registered post to the address for services registered by the Company under the provisions of The European Communities (Branch Disclosures) Regulations 1993.
13.3	IDA shall use its best endeavours to send copies of all notices issued by it on foot of this Agreement to the Company contemporaneously to the Promoters at their address herein specified, but failure to do so shall not constitute a breach of this Agreement on its part.

14. CONSENTS:

14.1	Circumstances requiring the consent, approval or permission of any party hereto shall be interpreted to mean that such consents, approvals or permissions shall not be unreasonably withheld. This provision shall not apply to the provisions of Clause 2 hereto.
14.2	Any variation or modification of any of the terms or conditions herein made at the request of or with the agreement of the Company and with the consent of IDA shall not in any way determine or prejudice the Promoters’ liability hereunder PROVIDED that the financial amount of the Promoters’ said liability shall not be increased without its express agreement in writing.

15. BRANCH OPERATION:
The Company shall not without obtaining the prior written consent of IDA establish or carry on an Undertaking in any part of the world other than the twenty-six counties of the Republic of Ireland PROVIDED ALWAYS that this Clause shall not prohibit the Company from incorporating a subsidiary or subsidiaries with limited liability to carry on business in any part of the world or from investing in or lending money to any other company or firm or person whatsoever subject always to the requirements of Clause 4 hereof.

16. TERMINATION OF AGREEMENT:
This Agreement shall terminate five years from the date of the last payment from the grant.

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17. CANCELLATION AND REVOCATION OF THE GRANT: IDA may stop payment of the grant and/or revoke and cancel or reduce the grant or so much thereof as shall not then have been actually paid to the Company if any one or more of the following events occur:

17.1	if there be any breach of the terms or conditions of Clause 2 hereof;
17.2	if the Company should to a material extent be in breach of any of the terms and conditions of this Agreement other than those specified in Clause 17.1 and having failed to establish to the reasonable satisfaction of IDA that such breach was due to force majeure shall not have rectified such breach within 30 days after written notice thereof has been served on the Company;
17.3	if an order is made or an effective resolution is passed for the winding up of the Company other than a bona fide winding up for the purposes of amalgamation or reconstruction to which IDA has given its prior approval in writing;
17.4	if a Receiver or an Examiner is appointed over any of the property of the Company or if a distress or execution is levied or served upon any of the property of the Company and is not paid off within 30 days;
17.5	if the Company should cease to carry on the Undertaking.

If the grant be revoked the Company and/or the Promoters shall repay to IDA on demand all sums received in respect of the grant and if the grant be reduced the Company and/or the Promoters shall repay to IDA on demand all sums received in excess of the amount of the reduced grant and in either case in default of such repayment such sums shall be recoverable by IDA from the Company and/or the Promoters as a joint and several simple contract debt.

18. GOVERNING LAW:
This Agreement shall be governed by and be construed in accordance with the Laws of Ireland and the parties hereto expressly and irrevocably submit to the jurisdiction of the Irish Courts and the Promoters hereby irrevocably appoint the Company to be its attorney for the purpose of accepting service on its behalf of any notice, document or legal process with respect to the Promoters’ obligations pursuant to the provisions of Clause 17 hereof and service of any such document on such attorney shall be deemed for all purposes to be good service.

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FIRST SCHEDULE

PROVISION OF FIXED ASSETS FOR THE UNDERTAKING

1.	FIXED ASSETS	ESTIMATED COSTS
		IR£
1.1	Factory Building Modifications		2,906,000
1.2	New Machine and Equipment		9,439,000
	Total		12,345,000

2. The Company shall:-

2.1	have the construction of the said proposed factory building modifications for the Undertaking commenced to the satisfaction of IDA not later than 31 December 1997 and completed in a proper and satisfactory manner not later than 31 December 2000;
2.2	Purchase and have installed in a proper and workmanlike manner ready for operation in the said factory buildings all machinery and equipment suitable in all respects required for the Undertaking by 31 December 2000;
2.3	have commenced production in the Undertaking by 30 June 1998.

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SECOND SCHEDULE

ADDITIONAL TERMS AND CONDITIONS RELATING TO THE GRANT

1. The grant shall be payable in respect of the total number of such jobs as are created in the Company (in accordance with Paragraph 7 of this Schedule) provided such jobs are occupied by EU citizens who are subject to Irish taxation.

2. A job for the purposes of the grant shall be a permanent full time position in the Undertaking and shall be deemed to be created when a contract of employment has been signed and payment has been made to an employee in respect of work done in the job.

3. The grant in respect of each job created shall be paid in two moieties. The first moiety shall be payable when the job has been created and the second moiety shall be payable when permanent full-time employment in the job for a twelve month period has been completed.

4. Claims for payment of an installment from the grant may be submitted monthly and shall be certified by the Company’s Auditors in an agreed format.

5. The Company shall also submit details of the Company’s employment history to date; this shall give such particulars as IDA may require in a format satisfactory to IDA.

6. IDA may at any time within five years from the date of payment of the first moiety of the grant in respect of any job revoke the grant paid in respect of that job if the job should become vacant and remain vacant for a period in excess of six calendar months.

7.

Job Description	Base		1997		1998		1999		2000		Total
Manufacture				30		36		37		44		147
Manufacturing/ Engineering				4		4		4		4		16
R&D				7		9		10		12		38
Administration				3		3		3		2		11
Marketing/Sales				2		2		3		4		11
Quality/Materials				7		7		7		7		28
Total		302		53		61		64		73		251

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IN WITNESS WHEREOF the parties hereto have affixed their respective seals the day and year first herein written.

PRESENT when the Seal of the
INDUSTRIAL DEVELOPMENT AGENCY (IRELAND)
was affixed hereto:-
 

/s/  

MEMBER/AUTHORISED OFFICER 

/s/ Richard Ryan  

MEMBER/AUTHORISED OFFICER 

PRESENT when the Seal of the
POWER PRODUCTS, LTD.
was affixed hereto:-

/s/ Gary Duffy  

Director 

/s/ Richard J. Thompson  

Director 

PRESENT when the Seal of the
COMPUTER PRODUCTS, INC.
was affixed hereto:-

/s/ Joseph M. O’Donnell  

Chairman 

/s/ Richard J. Thompson  

Vice President / Finance & Secretary

10

Dated the 5^th day of December 1997

INDUSTRIAL DEVELOPMENT AGENCY (IRELAND)

First Part

POWER PRODUCTS, LTD.

Second Part

- and -

COMPUTER PRODUCTS, INC.

Third Part

GRANT AGREEMENT

Industrial Development Agency (Ireland)
Wilton Park House
Wilton Place
DUBLIN 2

11

EX-10.23

Exhibit 10.23

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT

     THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) is made and entered into as of February 2, 2006, by and among ARTESYN TECHNOLOGIES, INC., a Florida corporation (“Technologies”); ARTESYN NORTH AMERICA, INC., a Delaware corporation (“North America”); ARTESYN COMMUNICATION PRODUCTS, INC., a Wisconsin corporation (“Communication Products”; Technologies, North America and Communication Products are hereinafter referred to collectively as “Borrowers” and individually as a “Borrower”); ARTESYN ASSET MANAGEMENT, INC., a Delaware corporation (“AAM”); ARTESYN DELAWARE, INC., a Delaware corporation (“ADI”); ARTESYN DELAWARE, LLC, a Delaware limited liability company (“Artesyn LLC”; AAM, ADI and Artesyn LLC are hereinafter referred to collectively as “Guarantors” and individually as a “Guarantor”); and BANK OF AMERICA, N.A., a national banking association and successor in interest to Fleet Capital Corporation (together with its successors and assigns, “Lender”).

Recitals:

     Fleet Capital Corporation, a Rhode Island corporation (“Fleet”) and Borrowers are parties to that certain Loan and Security Agreement dated March 28, 2003, as amended by that certain Letter Amendment dated April 30, 2003, and that certain Amendment No. 2 to Loan and Security Agreement and Consent dated August 13, 2003 (as at any time amended, restated, modified or supplemented, the “Loan Agreement”) pursuant to which Fleet has made certain revolving credit and term loans to Borrower.

     Prior to the date hereof, Fleet has assigned the Loan Agreement, all of the other Loan Documents, and all of the Obligations thereunder, to Bank of America, N.A.

     The parties desire to amend the Loan Agreement as hereinafter set forth.

     NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     1. Definitions. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.

     2. Amendment to Loan Agreement and Other Loan Documents. The terms and definitions “Fleet Capital Corporation”, “Fleet”, “Secured Party” and “Lender” used in the Loan Agreement and each of the other Loan Documents are hereby amended to mean and refer to Bank of America, N.A., a national banking association, whose mailing address is 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, as successor to Fleet Capital Corporation. All references in the Loan Agreement and the other Loan Documents to “Fleet Capital Corporation”, “Fleet”, “Secured Party” and “Lender” shall be deemed to refer to Bank of America, N.A.

     3. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows, with such amendments applying retroactively as of September 30, 2005:

     (a) By deleting Section 1.3 of the Loan Agreement in its entirety and by substituting in lieu thereof the following:

     1.3. LC Facility.

     1.3.1. Issuance of Letters of Credit. Subject to all of the terms and conditions hereof, Lender agrees to establish the LC Facility pursuant to which, during the period from the date hereof to (but excluding) the 15th day prior to the last day of the Term, and provided no Default or Event of Default exists, Lender shall issue one or more Letters of Credit on Borrowers’ request therefor from time to time, subject to the following terms and conditions:

     (i) Borrowers acknowledge that Lender’s willingness to issue any Letter of Credit is conditioned upon Lender’s receipt of (A) an LC Application with respect to the requested Letter of Credit and (B) such other instruments and agreements as Lender may customarily require for the issuance of a letter of credit of equivalent type and amount as the requested Letter of Credit. Lender shall have no obligation to issue any Letter of Credit unless (x) Lender receives an LC Request and LC Application at least 3 Business Days prior to the date of issuance of a Letter of Credit, and (y) each of the LC Conditions is satisfied on the date of Lender’s receipt of the LC Request and at the time of the requested issuance of a Letter of Credit. Any Letter of Credit issued on the Closing Date shall be for an amount in Dollars that is greater than $250,000.

     (ii) Letters of Credit may be requested by Borrowers only if they are used (a) to support obligations of Borrowers incurred either in the Ordinary Course of Business or as otherwise permitted by this Agreement, on a standby or documentary basis, or (b) for such other purposes as Lender may approve from time to time in writing.

     (iii) Borrowers shall comply with all of the terms and conditions imposed on Borrowers by Lender that are contained in any LC Application or in any other agreement customarily or reasonably required by Lender in connection with the issuance of any Letter of Credit. If Lender shall honor any request for payment under a Letter of Credit, Borrowers shall be jointly and severally obligated to pay to Lender, in Dollars on the first Business Day following the date on which payment was made by Lender (the “Reimbursement Date”), an amount equal to the amount paid by Lender under such Letter of Credit (or, if payment thereunder was made by Lender in a currency other than Dollars, an amount equal to the Dollar equivalent of such currency, as determined by Lender, as of the time of Lender’s payment under such Letter of Credit, in each case), together with interest from and after the Reimbursement Date until payment in full is made by

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Borrowers at the Default Rate for Revolver Loans constituting Base Rate Loans. Until Lender has received payment from Borrowers in accordance with the foregoing provisions of this clause (iii), Lender, in addition to all of its other rights and remedies under this Agreement and any LC Application, shall be fully subrogated to the rights and remedies of each beneficiary under such Letter of Credit whose claims against Borrowers have been discharged with the proceeds of such Letter of Credit. Whether or not Borrowers submit any Notice of Borrowing to Lender, Borrowers shall be deemed to have requested from Lender a Borrowing of Base Rate Loans in an amount necessary to pay to Lender all amounts due Lender on any Reimbursement Date, and whether or not any Default of Event of Default has occurred or exists, the Revolver Commitment has been terminated, the funding of the Borrowing deemed requested by Borrowers would result in, or increase the amount of, any Out-of-Formula Condition or any of the conditions set forth in Section 10 hereof are not satisfied.

     (iv) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof. The obligation of Borrowers to reimburse Lender for any payment made by Lender under a Letter of Credit shall be absolute, unconditional, irrevocable and joint and several and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right which Borrowers may have at any time against a beneficiary of any Letter of Credit. In connection with the issuance of any documentary Letter of Credit, Lender shall not be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any Goods purported to be represented by any documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in the documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the time, place, manner or order in which shipment of Goods is made; partial or incomplete shipment of, or failure or omission to ship, any or all of the goods referred to in a documentary Letter of Credit or documents applicable thereto; any deviation from instructions, delay, default or fraud by the shipper and/or any Person in connection with any goods or any shipping or delivery thereof; any breach of contract between the shipper or vendors and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher, unless such errors, omissions, interruptions or delays are the result of the gross negligence or willful misconduct of Lender; errors in interpretation of technical terms; the misapplication by the beneficiary of any Letter of Credit of the proceeds of any

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drawing under such Letter of Credit; or any consequences arising from causes beyond the control of Lender, including any act or omission (whether rightful or wrongful) of any present or future Governmental Authority. The rights, remedies, powers and privileges of Lender under this Agreement with respect to Letters of Credit shall be in addition to, and cumulative with, all rights, remedies, powers and privileges of Lender under any of the LC Documents. Nothing herein shall be deemed to release Lender from any liability or obligation that it may have in respect to any Letter of Credit arising out of and directly resulting from its own gross negligence or willful misconduct.

     (v) No Letter of Credit shall be extended or amended in any respect that is not solely ministerial, unless all of the LC Conditions are met as though a new Letter of Credit were being requested and issued.

     (vi) Unless otherwise provided in any of the LC Documents, each LC Application and each standby Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce No. 500, and any amendments or revisions thereto.

     (vii) From and after December 1, 2005, all Existing Letters of Credit outstanding on such date shall be deemed to be issued by Lender and to constitute Letters of Credit under this Agreement and all amounts due and payable by any Obligor by reason of any payment that is made by Lender under an Existing Letter of Credit shall constitute LC Outstandings under this Agreement, and shall be subject to all of the terms and conditions hereof.

     1.3.2. Cash Collateral Account. If any LC Outstandings, whether or not then due or payable, shall for any reason be outstanding (i) at any time when an Event of Default has occurred and is continuing, (ii) on any date that Availability is less than zero, (iii) on or at any time after the Commitment Termination Date, then Borrowers shall, on Lender’s request, forthwith deposit with Lender, in cash, an amount equal to 105% of the aggregate amount of all LC Outstandings. If Borrowers fail to make such deposit on the first Business Day following Lender’s demand therefor, Lender may advance such amount as Revolver Loans (whether or not the Commitment Termination Date has occurred or an Out-of-Formula Condition is created thereby). Such cash (together with any interest accrued thereon) shall be held by Lender in the Cash Collateral Account and may be invested, in Lender’s discretion, in Cash Equivalents. Each Borrower hereby pledges to Lender and grants to Lender a security interest in all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. From time to time after cash is deposited in the Cash Collateral Account, Lender

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may apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Lender may elect, as shall be or shall become due and payable by Borrowers to Lender or any Lender with respect to the LC Outstandings. Neither Borrowers nor any other Person claiming by, through or under or on behalf of Borrowers shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all Letters of Credit and the payment and satisfaction of all of the LC Outstandings, any Cash Collateral remaining in the Cash Collateral Account shall be returned to Borrowers unless an Event of Default then exists (in which event Lender may apply such Cash Collateral to the payment of any other Obligations outstanding, with any surplus to be turned over to Borrowers).

     1.3.3. Indemnifications. In addition to any other indemnity which Borrowers may have to Lender under any of the other Loan Documents and without limiting such other indemnification provisions, Borrowers hereby agree to indemnify and defend each Lender Indemnitee and to hold each of the Lender Indemnitees harmless from and against any and all Claims which any of the Lender Indemnitees (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder, or (c) Lender following any instructions of any Borrower with respect to any Letter of Credit or any Document received by Lender with reference to any Letter of Credit.

     (b) By deleting Section 2.2.3 and of the Loan Agreement in its entirety and by substituting in lieu thereof the following:

     2.2.3. LC Facility Fees. Borrowers shall pay to Lender, through its Treasury and International Services Group, for Letters of Credit, (i) a per annum fee equal to the Applicable Margin in effect from time to time for LIBOR Loans based on the average amount available to be drawn under all standby Letters of Credit outstanding and all standby Letters of Credit that are paid or expire during the period of measurement, payable monthly, in arrears, on the first Business Day of the following calendar month; (ii) a per annum fee equal to the Applicable Margin in effect from time to time for LIBOR Loans based on the average amount available to be drawn under all documentary Letters of Credit outstanding and all documentary Letters of Credit that are paid or expire during the period of measurement, payable monthly, in arrears, on the first Business Day of the following calendar month; and (iii) all normal and customary charges associated with the issuance, amending, negotiating, payment, processing and administration of Letters of Credit, payable as and when assessed by Lender.

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     (c) By deleting the words “or Bank’s” in the third line of the second full paragraph of Section 2.7 of the Loan Agreement.

     (d) By deleting the phrase “Bank or” and the word “other” in the fourth line of clause (ii) of Section 3.1.1 of the Loan Agreement.

     (e) By deleting Section 3.4 of the Loan Agreement and by substituting in lieu thereof the following:

     3.4. All Loans to Constitute One Obligation. The Revolver Loans and all LC Outstandings shall constitute one general Obligation of Borrowers and (unless otherwise expressly provided in any Security Document) shall be secured by Lender’s Lien Upon all of the Collateral.

     (f) By deleting each reference to “$20,000,000” in Sections 7.2.5(i) and (ii) of the Loan Agreement and by substituting in each instance a reference to $10,000,000.”

     (g) By deleting each reference to “$20,000,000” in Section 9.3.2 of the Loan Agreement and by substituting in each instance a reference to “$10,000,000.”

     (h) By deleting the words “procure any Letter of Credit” in Section 10.1 and Section 10.3 of the Loan Agreement and by substituting in lieu thereof the words “issue any Letter of Credit.”

     (i) By deleting the words “the procurement of any Letter of Credit” contained in Section 10.16 and Section 10.2.6 of the Loan Agreement and by substituting in lieu thereof the words “the issuance of any Letter of Credit.“

     (j) By adding the following new definitions of “Artesyn Japan”, “Artesyn Scandinavia” and “Existing Letters of Credit” to Appendix A to the Loan Agreement in proper alphabetical sequence:

     Artesyn Japan — Artesyn Technologies Japan KK, a Japanese company.

     Artesyn Scandinavia — Artesyn Communication Products Scandinavia AB, a Swedish company.

     Existing Letters of Credit — the Letters of Credit issued for the account of Borrowers pursuant to the Loan Agreement by Lender or any of its predecessors-in interest and outstanding on February 2, 2006.

     (k) By deleting the definitions of “Applicable Margin,” “First-Tier Foreign Subsidiary,” “LC Application,” “LC Conditions,” “LC Documents,” “LC Outstandings,”

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“LC Request,” “Lease Reserve,” “Letter of Credit” and “Obligations” contained in Appendix A to the Loan Agreement and by substituting in lieu thereof the following in proper alphabetical sequence:

     Applicable Margin — a percentage equal to 2.00% with respect to Revolver Loans that are LIBOR Loans, 0.25% with respect to Revolver Loans that are Base Rate Loans and 0.250% with respect to the Commitment Fee payable to Lender pursuant to Section 2.2.2 of the Agreement; provided that, at such time that a Letter of Credit is issued on any Borrower’s request or Lender makes any Revolver Loans to Borrower upon the request (or deemed request) of Borrower, the Applicable Margin shall be adjusted based upon the Average Adjusted Availability for the immediately preceding Fiscal Quarter of Borrowers, as follows:

		Applicable Margin			Applicable Margin
		for Revolver Loans			for Revolver Loans
	Average Adjusted	that are LIBOR			that are Base Rate			Applicable Margin
Pricing Level	Availability	Loans			Loans			for Commitment Fee
1	Less than $30,000,000		2.75	%		1.00	%		0.500	%
2	Greater than or equal to $30,000,000 but less than or equal to $40,000,000		2.50	%		0.75	%		0.500	%
3	Greater than $40,000,000 but less than $50,000,000		2.25	%		0.50	%		0.375	%
4	Greater than or equal to $50,000,000		2.00	%		0.25	%		0.250	%

The Applicable Margin shall be subject to reduction or increase, as applicable and as set forth above, on a quarterly basis according to the performance of Borrowers as measured by the Average Adjusted Availability for the immediately preceding Fiscal Quarter of Borrowers. Except as set forth in the last sentence hereof, any such increase or reduction in the Applicable Margin provided for herein shall be effective 3 Business Days after receipt by Lender of the applicable financial statements and corresponding Compliance Certificate. If the financial statements and the Compliance Certificate of Borrowers setting forth the Average Adjusted Availability and are not received by Lender by the date required pursuant to Section 9.1.3 of the Agreement, the Applicable Margin shall be determined as if Average

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Adjusted Availability is less than $30,000,000 until such time as such financial statements and Compliance Certificate are received and any Event of Default resulting from a failure to deliver timely such financial statements or Compliance Certificate is waived in writing by Lender; provided, however, that Lender shall be entitled to accrue and receive interest at the Default Rate to the extent authorized by Section 2.1.5 of the Agreement and, on each date that the Default Rate accrues on any Revolver Loan, the Applicable Margin on such date for such Revolver Loan shall be the Applicable Margin that would apply if Average Adjusted Availability was less than $30,000,000 (without regard to the actual Average Adjusted Availability). For the final Fiscal Quarter of any Fiscal Year of Borrowers, Borrowers may provide the unaudited financial statements of Borrowers, subject only to year-end adjustments, for the purpose of determining the Applicable Margin; provided, however, that if, upon delivery of the annual audited financial statements required to be submitted by Borrowers to Lender pursuant to Section 9.1.3(i) of the Agreement, Borrowers have not met the criteria for reduction of the Applicable Margin that was applied pursuant to the terms hereinabove for the final Fiscal Quarter of the Fiscal Year of Borrowers then ended, then (a) such Applicable Margin reduction shall be terminated and, effective on the first day of the month following receipt by Lender of such audited financial statements, the Applicable Margin shall be the Applicable Margin that would have been in effect if such reduction had not been implemented based upon the unaudited financial statements of Borrowers for the final Fiscal Quarter of the Fiscal Year of Borrowers then ended, and (b) Borrowers shall pay to Lender, on the first day of the month following receipt by Lender of such audited financial statements, an amount equal to the difference between the amount of interest and fees that would have been paid using the Applicable Margin determined based upon such audited financial statements and the amount of interest and fees actually paid during the period in which the reduction of the Applicable Margin was in effect based upon the unaudited financial statements for the final Fiscal Quarter of the Fiscal Year of Borrowers then ended.

     First-Tier Foreign Subsidiary — Artesyn Cayman, Artesyn Japan, Artesyn Scandinavia, Artesyn Scotland and each other Foreign Subsidiary in which more than 50% of its outstanding Voting Securities are owned by a Borrower, by one or more Domestic Subsidiaries or by one or more Borrowers and Domestic Subsidiaries.

     LC Application — an application by Borrowers to Lender, pursuant to a form approved by Lender, for the issuance of a Letter of Credit, that is submitted to Lender at least 3 Business Days prior to the requested issuance of such Letter of Credit.

     LC Conditions — the following conditions, the satisfaction of each of which is required before Lender shall be obligated to issue a Letter of Credit: (i) each of the conditions set forth in Section 10 of the Agreement has been

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and continues to be satisfied, including the absence of any Default or Event of Default; (ii) the proposed Letter of Credit (drawings under which shall be made by sight, as opposed to time, drafts) is in form and substance satisfactory to Lender; (iii) after giving effect to the issuance of the requested Letter of Credit and all other unissued Letters of Credit for which an LC Application has been signed by Borrower and approved by Lender, the LC Outstanding would not exceed $5,000,000 (as such amount may be modified from time to time at the written direction of Borrowers) and no Out-of-Formula Condition would exist, and, if no Revolver Loans are outstanding, the LC Outstandings do not, and would not upon the issuance of the requested Letter of Credit, exceed the Borrowing Base; (iv) the expiration date of the Letter of Credit does not extend beyond the earlier to occur of (a)(1) 365 days from the date of issuance in the case of standby Letters of Credit, or (2) 150 days from the date of issuance in the case of documentary Letters of Credit, or (b) the 10th Business Day prior to the last Business Day of the Term; and (v) the currency in which payment is to be made under the Letter of Credit is Dollars.

     LC Documents — any and all agreements, instruments and documents (including an LC Application) required by Lender to be executed by Borrowers or any other Person and delivered to Lender for the issuance, amendment or renewal of a Letter of Credit.

     LC Outstandings — on any date of determination thereof, an amount (in Dollars) equal to the sum of (without duplication) (i) all amounts then due and payable by any Obligor on such date by reason of any payment made by Lender under a Letter of Credit and that has not been repaid to Lender, plus (ii) the aggregate undrawn amount of all Letters of Credit then outstanding or for which an LC Application has been delivered to and accepted by Lender, plus (iii) all fees and other amounts due or to become due in respect of Letters of Credit outstanding on such date.

     LC Request — a Letter of Credit request form that may be required by Lender from time to time, pursuant to which Borrower would request the issuance of a Letter of Credit.

     Lease Reserve — a reserve established by Lender in respect of certain Obligations of Borrowers to the leasing division of Lender in such amount as Lender may, in its reasonable credit judgment, determine to be appropriate.

     Letter of Credit — a standby or documentary letter of credit issued by Lender for the account of Borrowers, and including the Existing Letters of Credit.

     Obligations — in each case, whether now in existence or hereafter arising, (i) the principal of, and interest and premium, if any, on, the Revolver Loans; (ii) all LC Outstandings and all other obligations of any Obligor to

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Lender arising in connection with the issuance of any Letter of Credit; (iii) all Debt, liabilities and other obligations of Borrowers to Lender or any Affiliate of Lender under or in connection with any Banking Relationship Debt; and (iv) all other Debts, covenants, duties, overdrafts and obligations (including Contingent Obligations) now or at any time or times hereafter owing by any Obligor to Lender or any Affiliate of Lender under or pursuant to the Agreement or any of the other Loan Documents or otherwise, whether evidenced by any note or other writing, whether arising from any extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, including all interest, charges, expenses, fees or other sums (including Extraordinary Expenses) chargeable to any or all Obligors hereunder or under any of the other Loan Documents.

     (l) By deleting the definitions of “Bank” and “LC Support” from Appendix A to the Loan Agreement.

     4. Consent. Borrowers have informed Lender of the dissolution of Real-Time Digital, Inc., a New Jersey corporation and a wholly-owned Subsidiary of Communication Products, by the recording of a Certificate of Dissolution with the New Jersey Secretary of State on October 27, 2005 (the “Dissolution”). Borrowers have further informed Lender of the formation of Artesyn Technologies Japan KK, a Japanese company and Artesyn Communication Products Scandinavia AB, a Swedish company, both of which are First-Tier Foreign Subsidiaries (the “Formations”). The Dissolution and the Formations are prohibited pursuant to Section 9.2.1 of the Loan Agreement without Lender’s prior written consent. Subject to the satisfaction of the conditions precedent set forth in Section 10 of this Amendment, Lender hereby consents to the Dissolution and the Formations and acknowledges and agrees that neither the Dissolution nor the Formations shall constitute a Default or Event of Default under the Loan Agreement or other Loan Documents.

     5. Ratification and Reaffirmation. Borrowers hereby ratify and reaffirm the Obligations, each of the Loan Documents and all of Borrowers’ covenants, duties, indebtedness and liabilities under the Loan Documents.

     6. Acknowledgments and Stipulations. Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower); the security interests and liens granted by such Borrower in favor of Lender are duly perfected, first priority security interests and liens; and the unpaid principal amount of the Revolver Loan on and as of December 1, 2005, totaled $0.

     7. Representations and Warranties. Each Borrower represents and warrants to Lender, to induce Lender to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly

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authorized by all requisite corporate action on the part of such Borrower and this Amendment has been duly executed and delivered by such Borrower; and all of the representations and warranties made by such Borrower in the Loan Agreement are true and correct on and as of the date hereof.

     8. Reference to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment.

     9. Breach of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default.

     10. Conditions Precedent. The effectiveness of the amendments contained in Section 3 hereof are subject to the satisfaction of each of the following conditions precedent, in form and substance satisfactory to Lender, unless satisfaction thereof is specifically waived in writing by Lender:

     (a) Lender shall have received from Borrowers and Guarantors the duly executed Amendment;

     (b) Lender shall have received a duly executed Pledge Agreement in the form attached hereto as Exhibit A with respect to 60% of the Equity Interests of Artesyn Japan, a duly executed Pledge Agreement in the form attached hereto as Exhibit B with respect to 65% of the Equity Interests of Artesyn Scandinavia, a duly executed Irrevocable Stock Power and Assignment in the form attached hereto as Exhibit C with respect to such Equity Interests of each of Artesyn Japan and Artesyn Scandinavia, and original stock certificates with respect to such Equity Interests of Artesyn Japan and Artesyn Scandinavia; and

     (c) Lender shall have received a certificate from the Secretary of each Borrower and each Guarantor (Borrowers and Guarantors are sometimes collectively referred to herein as the “Obligors” and each individually as an “Obligor”), certifying to Lender that appropriate resolutions have been entered into by the Board of Directors of such Obligor incident hereto and that the officers of such Obligor who have executed this Amendment and each Pledge Agreement are duly authorized by the Board of Directors of such Obligor for and on behalf of such Obligor to execute and deliver this Amendment, each Pledge Agreement and such other documents, instruments and agreements executed in connection herewith, and to bind such Obligor accordingly thereby.

     11. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance by Lender in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of New York.

     12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     13. No Novation, etc.. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of

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the other Loan Documents, each of which shall remain in full force and effect. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect.

     14. Counterparts; Telecopied Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

     15. Further Assurances. Each Borrower agrees to take such further actions as Lender shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby. Without limiting the generality of the foregoing, each Borrower agrees to execute such documents, instruments and agreements as Lender may require in order to evidence or effectuate the transactions described in the Recitals and Section 3 of this Amendment.

     16. Section Titles. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.

     17. Release of Claims. To induce Lender to enter into this Amendment, each Borrower hereby releases, acquits and forever discharges Lender, and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Borrower now has or ever had against Lender arising under or in connection with any of the Loan Documents or otherwise. Each Borrower represents and warrants to Lender that such Borrower has not transferred or assigned to any Person any claim that such Borrower ever had or claimed to have against Lender.

     18. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment.

[Signatures on following page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized officers as of the date first written above.

	BORROWERS:
ATTEST:	ARTESYN TECHNOLOGIES, INC.
/s/ Gary Larsen Secretary [CORPORATE SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer
ATTEST:	ARTESYN NORTH AMERICA, INC.
/s/ Gary Larsen Secretary [CORPORATE SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer
ATTEST:	ARTESYN COMMUNICATION PRODUCTS, INC.
/s/ Gary Larsen Secretary [CORPORATE SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer
	GUARANTORS:
ATTEST:	ARTESYN ASSET MANAGEMENT, INC.
/s/ David I. Libow Treasurer [CORPORATE SEAL]	By: /s/ John Slyne Name: John Slyne Title: President
ATTEST:	ARTESYN DELAWARE, INC.
/s/ Gary Larsen Secretary [CORPORATE SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer

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ATTEST:	ARTESYN TECHNOLOGIES, INC.
/s/ Gary Larsen Secretary [CORPORATE SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer
ATTEST:	ARTESYN DELAWARE, LLC
/s/ Gary Larsen Secretary [COMPANY SEAL]	By: /s/ Joseph M. O’Donnell Name: Joseph M. O’Donnell Title: President & Chief Executive Officer
	LENDER:
	BANK OF AMERICA, N.A. (“Lender”)
	By: /s/ John Olson Name: John Olson Title: Vice President

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EXHIBIT A

PLEDGE AGREEMENT

     This PLEDGE AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and between ARTESYN NORTH AMERICA, INC., a Delaware corporation (“Pledgor”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Recitals:

     Pledgor, Artesyn Technologies, Inc., a Florida corporation, and Artesyn Communication Products, Inc., a Wisconsin corporation (collectively, the “Borrowers”), and Lender have entered into that certain Loan and Security Agreement dated March 28, 2003 (as at any time amended, the “Loan Agreement”), pursuant to which Lender may from time to time make loans or extend other financial accommodations to or for the benefit of Borrowers.

     It is a condition to Lender’s willingness to extend further loans and other financial accommodations to or for the benefit of Borrowers that Pledgor execute and deliver this Agreement. To induce Lender to extend further loans pursuant to the Loan Agreement, Pledgor has agreed to grant a continuing security interest in and to the Pledged Collateral (as hereinafter defined) as security for the timely payment and performance of the Secured Obligations.

     NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to Pledgor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the timely payment and performance of the Secured Obligations (as hereinafter defined), Pledgor agrees as follows:

     1. Definitions. Capitalized terms used herein, unless otherwise defined, shall have the meaning ascribed to them in the Loan Agreement. As used herein, the following terms shall have the following meanings:

     “Company” shall mean Artesyn Technologies Japan KK, a Japanese company.

     “Pledged Collateral” shall have the meaning ascribed to in Section 2 hereof.

     “Power” shall have the meaning ascribed to it in Section 2 hereof.

     “Secured Obligations” shall mean all of the Obligations under (and as defined in) the Loan Agreement and all obligations of Pledgor now or hereafter existing under the Loan Agreement or this Agreement.

     2. Pledge; Lender’s Duties.

          (a) Pledgor hereby pledges, assigns, transfers, sets over and delivers to Lender, and hereby grants to Lender, a security interest in sixty percent (60%) of the Equity Interests of the Company, accompanied by stock powers (“Powers”) duly executed in blank, with signatures properly guaranteed, and all proceeds thereof and all dividends at anytime payable in

connection therewith (said Equity Interests, Powers, proceeds and dividends hereinafter collectively called the “Pledged Collateral”) as security for the due and punctual payment and performance of the Secured Obligations. With respect to the Company and notwithstanding anything to the contrary set forth in this Agreement, the Pledged Collateral shall not exceed sixty percent (60%) of the total Equity Interests of the Company.

          (b) Lender shall have no duty with respect to any of the Pledged Collateral other than the duty to use reasonable care in the safe custody of any tangible items of the Pledged Collateral in its possession. Without limiting the generality of the foregoing, Lender shall be under no obligation to sell any of the Pledged Collateral or otherwise to take any steps necessary to preserve the value of any of the Pledged Collateral or to preserve rights in the Pledged Collateral against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of Pledgor.

     3. Voting Rights. During the term of this Agreement, and so long as no Event of Default shall exist, Pledgor shall have the right to vote all or any portion of the pledged Equity Interests on all corporate questions for all purposes not inconsistent with the terms of this Agreement or any of the other Loan Documents. To that end, if Lender transfers all or any portion of the Pledged Collateral, into its name or the name of its nominee, to the extent authorized to do so under this Agreement or any of the other Loan Documents, Lender shall, upon the request of Pledgor, unless an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Collateral. Pledgor hereby grants to Lender, effective upon the occurrence and during the continuation of any Event of Default, an IRREVOCABLE PROXY pursuant to which Lender shall be entitled to exercise all voting powers pertaining to the Pledged Collateral, including to call and attend all meetings of the shareholders of the Company to be held from time to time with full power to act and vote in the name, place and stead of Pledgor (whether or not the Equity Interests shall have been transferred into its name or the name of its nominee or nominees), give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof, and any and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever.

     4. Collection of Dividend Payments. During the term of this Agreement, and so long as there shall not occur or exist any Event of Default, Pledgor shall have the right to receive and retain any and all dividends payable by the Company on account of any of the Pledged Collateral except as otherwise provided in the Loan Documents. Upon the occurrence and during the continuation of any Event of Default, all dividends payable by the Company on account of any of the Pledged Collateral shall be paid to Lender and any such sum received by Pledgor shall be deemed to be held by Pledgor in trust for the benefit of Lender and shall be forthwith turned over to Lender for application by Lender to the Secured Obligations in such order of application as is specified in the Loan Agreement.

     5. Representations and Warranties of Pledgor. Pledgor warrants and represents to Lender as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the shares of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are

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owned by Pledgor free of any Liens except for Permitted Liens and Lender’s security interest hereunder; (c) the Equity Interests constitutes sixty percent (60%) of the issued and outstanding capital stock of the Company; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Body and without any restriction under the by-laws or charter of Pledgor or the Company or any agreement among Pledgor’s or the Company’s shareholders; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Lender of its rights and remedies hereunder do not and will not result in the violation of the by-laws or charter of Pledgor, any agreement, indenture, instrument or Applicable Law by which Pledgor or the Company is bound or to which Pledgor or the Company is subject (except Pledgor makes no representation or warranty about Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or (y) to perfect the Lien created by this Agreement.

     6. Affirmative Covenants of Pledgor. Until all of the Secured Obligations have been satisfied in full and the Loan Agreement has been terminated, Pledgor covenants that it will: (a) warrant and defend at its own expense Lender’s right, title, and security interest in and to the Pledged Collateral against the claims of any Person; (b) promptly deliver to Lender all written notices with respect to the Pledged Collateral, and will promptly give written notice to Lender of any other notices received by Pledgor with respect to the Pledged Collateral; and (c) deliver to Lender promptly to hold under this Agreement any shares of the capital stock of the Company subsequently acquired by Pledgor, whether acquired by Pledgor by virtue of the exercise of any stock options included within the Pledged Collateral or otherwise, provided, however, that Pledgor will not pledge or deliver any such shares of the Company which would cause the Pledged Collateral to exceed sixty percent (60%) of the total Equity Interests of the Company.

     7. Negative Covenants of Pledgor. Until all of the Secured Obligations have been satisfied in full and the Loan Agreement has been terminated, Pledgor covenants that it will not, without the prior written consent of Lender, (a) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein; (b) incur or permit to be incurred any Lien whatsoever upon or with respect to any of the Pledged Collateral or the proceeds thereof, other than the security interest created hereby and Permitted Liens; (c) consent to the issuance by the Company of any new stock; and (d) consent to any merger or other consolidation of the Company with or into any corporation or other entity other than as permitted under the Loan Agreement.

     8. Subsequent Changes Affecting Pledged Collateral. Pledgor represents to Lender that Pledgor has made its own arrangements for keeping informed of changes or potential

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changes affecting the Pledged Collateral (including rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and Pledgor agrees that Lender shall have no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto.

     9. Equity Interests Adjustments. If during the term of this Agreement any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Company, all new, substituted and additional shares, or other securities, issued by reason of any such change or exercise shall, if received by Pledgor, be held in trust for Lender’s benefit and shall be promptly delivered to and held by Lender under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder, provided, however, that to the extent any such shares would cause the Pledged Collateral to exceed sixty percent (60%) of the total Equity Interests of the Company, Pledgor shall neither hold such shares for Lender’s benefit nor deliver such shares to Lender as Pledged Collateral.

     10. Warrants, Options and Rights. If during the term of this Agreement subscription warrants or any other rights or options shall be issued or exercised in connection with the Pledged Collateral, then such warrants, rights and options shall be immediately assigned by Pledgor to Lender and all certificates evidencing new stock or other securities so acquired by Pledgor shall be immediately delivered to and held by Lender to be held under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.

     11. Registration. If Lender determines that it is required to register under or otherwise comply in any way with the Securities Act of 1933, as amended (the “Securities Act”) or any similar federal or state law, with respect to the securities included in the Pledged Collateral prior to sale thereof by Lender, then upon the occurrence and during the continuation of an Event of Default, Pledgor will use its best efforts to cause any such registration to be effectively made, at no expense to Lender, and to continue such registration effective for such time as may be reasonably necessary in the reasonable opinion of Lender, and will reimburse Lender for any expense incurred by Lender, including reasonable attorneys’ fees and accountants’ fees and expenses, in connection therewith.

     12. Consent. Pledgor hereby consents that from time to time, before or after the occurrence or existence of any Default or Event of Default, with or without notice to or assent from Pledgor, any other security at any time held by or available to Lender for any of the Secured Obligations may be exchanged, surrendered, or released, and any of the Secured Obligations may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released, in whole or in part, as Lender may see fit, and Pledgor shall remain bound under this Agreement and under the other Loan Documents notwithstanding any such exchange, surrender, release, alteration, renewal, extension, continuance, compromise, waiver or inaction, extension of further credit or other dealing.

     13. Remedies Upon Default. Upon the occurrence and during the continuation of any Event of Default, (i) Lender shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and remedies

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with respect to the Pledged Collateral of a secured party under the UCC and (ii) Lender may cause all or any part of the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon the occurrence and during the continuation of an Event of Default, Lender may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Lender’s possession or custody, to be sold at any broker’s board or at public or private sale, in one or more sales or lots, at such price as Lender may deem best, and for cash or on credit or for future delivery, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever or Pledgor or arising through Pledgor. If any of the Pledged Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to pay the same and in such event Lender may resell such Pledged Collateral. Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Lender will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor, as provided in Section 21 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by Applicable Law, waived. Lender may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by Applicable Law, buy at any private sale thereof. Pledgor will pay to Lender on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Lender, Lender shall have the right to execute any document or form, in its name or in the name of Pledgor, which may be necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected Pledgor agrees that Lender may, upon the occurrence and during the continuation of an Event of Default, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who will represent and agree that they are accredited investors (as defined in Regulation D promulgated under the Securities Act) purchasing for investment only and not for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Lender shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for publi c sale under the Securities Act even if the issuer would agree to do so. Lender shall apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, and all legal expenses, travel and other expenses which

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may be incurred by Lender in attempting to collect the Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then to the Secured Obligations in the manner authorized by the Loan Agreement.

     14. Redemption; Marshaling. Pledgor hereby waives and releases to the fullest extent permitted by Applicable Law any right of equity of redemption with respect to the Pledged Collateral before or after a sale conducted pursuant to Section 13 hereof. Pledgor agrees that Lender shall not be required to marshal any present or future security (including this Agreement and the Pledged Collateral pledged hereunder) for, or guaranties of, the Secured Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of Lender’s rights hereunder and in respect of such security and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the fullest extent that it lawfully may, Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Lender’s rights under this Agreement or under any other instrument evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or guaranteed, and to the fullest extent that it lawfully may, Pledgor hereby irrevocably waives the benefits of all such laws.

     15. Term. This Agreement shall become effective only when accepted by Lender and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until the Loan Agreement is terminated and all of the Secured Obligations have been fully and finally paid, satisfied and discharged, at which time this Agreement shall terminate and Lender shall deliver to Pledgor, at Pledgor’s expense, (i) such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to this Agreement and (ii) such termination statements and other release documents as may be requested by Pledgor to evidence the termination of Lender’s security interest in the Pledged Collateral. Notwithstanding the foregoing, in no event shall any termination of this Agreement terminate any indemnity set forth in this Agreement or any of the other Loan Documents, all of which indemnities shall survive any termination of this Agreement or any of other Loan Documents in accordance with their respective terms.

     16. Rules and Construction. The singular shall include the plural and vice versa, and any gender shall include any other gender as the text shall indicate. All references to “including” shall mean “including, without limitation.” Whenever in this Agreement the word “stock” or “capital stock” or other similar word or phrase is used in connection with a Person referring to equity ownership interests in such Person, such word or phrase shall also be deemed to include a reference to membership interests, each reference to a “corporation” shall also be deemed to include a reference to a limited liability company, each reference to “shareholders” of a Person shall also be deemed to include a reference to members and each reference to “certificate of incorporation” or “articles of incorporation” or “bylaws” shall also be deemed to include a reference to “certificate of formation” and “operating agreement” or other constituent documents of a limited liability company.

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     17. Successors and Assigns. This Agreement shall be binding upon Pledgor and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

     18. Construction and Applicable Law. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but, if any provision of this Agreement shall be held to be prohibited or invalid under any Applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law).

     19. Cooperation and Further Assurances. Pledgor agrees that it will cooperate with Lender and will, upon Lender’s request, execute and deliver, or cause to be executed and delivered, all such other stock powers, instruments, financing statements, certificates, legal opinions and other documents, and will take all such other action as Lender may request from time to time, in order to carry out the provisions and purposes hereof, including delivering to Lender, if requested by Lender, irrevocable proxies with respect to the Equity Interests in form satisfactory to Lender. Until receipt thereof, this Agreement shall constitute Pledgor’s proxy to Lender or its nominee to vote all shares of the Equity Interests then registered in Pledgor’s name (subject to Pledgor’s voting rights under Section 3 hereof).

     20. Lender’s Exoneration. Under no circumstances shall Lender be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Collateral of any nature or kind, other than the physical custody thereof, or any matter or proceedings arising out of or relating thereto. Lender shall not be required to take any action of any kind to collect, preserve or protect its or Pledgor’s rights in the Pledged Collateral or against other parties thereto. Lender’s prior recourse to any part or all of the Pledged Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Secured Obligations.

     21. Notices. All notices, requests and demand to or upon either party hereto shall be given in the manner and become effective as stipulated in the Loan Agreement.

     22. Pledgor’s Obligations Not Affected. The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Pledgor; (b) any exercise or nonexercise, or any waiver, by Lender of any right, remedy, power or privilege under or in respect of any of the Secured Obligations or any security thereof (including this Agreement); (c) any amendment to or modification of the Loan Agreement, the other Loan Documents or any of the Secured Obligations; (d) any amendment to or modification of any instrument (other than this Agreement) securing any of the Secured Obligations; or (e) the taking of additional security for, or any guaranty of, any of the Secured Obligations or the release or discharge or termination of any security or guaranty for any of the Secured Obligations, whether or not Pledgor shall have notice or knowledge of any of the foregoing.

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     23. No Waiver, Etc. No act, failure or delay by Lender shall constitute a waiver of any of its rights and remedies hereunder or otherwise. No single or partial waiver by Lender of any Default or Event of Default or right or remedy which Lender may have shall operate as a waiver of any other Default, Event of Default, right or remedy or of the same Default, Event of Default, right or remedy on a future occasion. Pledgor hereby waives presentment, notice of dishonor and protest of all instruments included in or evidencing any of the Secured Obligations or the Pledged Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein).

     24. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

     25. Lender Appointed Attorney-In-Fact. Pledgor hereby constitutes and appoints Lender, with full power of substitution, Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Lender may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Lender shall have the power to arrange for the transfer, upon the occurrence and during the continuation of an Event of Default, of any of the Pledged Collateral on the books of the Company to the name of Lender or Lender’s nominee. Pledgor agrees to indemnify and save Lender harmless from and against any liability or damage which Lender may suffer or incur, in the exercise or performance of any of Lender’s powers and duties specifically set forth herein.

     26. Use of Loan Proceeds. Pledgor hereby represents and warrants to Lender that none of the loan proceeds heretofore and hereafter received by it under the Loan Agreement are for the purpose of purchasing any “margin security” as that term is defined in either Regulation U promulgated by the Board of Governors of the Federal Reserve System, or refinancing any indebtedness originally incurred to purchase any such “margin security.”

     27. Waiver of Subrogation and Other Claims. Pledgor recognizes that Lender, in exercising its rights and remedies with respect to the Pledged Collateral, may likely be unable to find one or more purchasers thereof if, after the sale of the Pledged Collateral, the Company were, because of any claim based on subrogation or any other theory, liable to Pledgor on account of the sale by Lender of the Pledged Collateral in full or partial satisfaction of the Secured Obligations or liable to Pledgor on account of any indebtedness owing to Pledgor that is subordinated to any or all of the Secured Obligations. Pledgor hereby agrees, therefore, that if Lender sells any of the Pledged Collateral in full or partial satisfaction of the Secured Obligations, Pledgor shall in such case have no right or claim against the Company on account of any such subordinated indebtedness or on the theory that Pledgor has become subrogated to any claim or right of Lender against the Company or on any basis whatsoever, and Pledgor hereby expressly waives and relinquishes all such rights and claims against the Company.

     28. WAIVERS. PLEDGOR HEREBY WAIVES: NOTICE OF LENDER’S ACCEPTANCE OF THIS AGREEMENT; NOTICE OF EXTENSIONS OF CREDIT, LOANS, ADVANCES OR OTHER FINANCIAL ASSISTANCE BY LENDER; TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY

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(WHICH LENDER ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT OR ANY OF THE PLEDGED COLLATERAL; PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE SECURED OBLIGATIONS; PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS; AND ALL OTHER NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED.

[Signatures on following page]

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     IN WITNESS WHEREOF, Pledgor has signed, sealed and delivered this Agreement as of the day and year first above written.

PLEDGOR: ARTESYN NORTH AMERICA, INC.
By:	/s/
	Name:
	Title:
[CORPORATE SEAL] Accepted in Atlanta, Georgia: LENDER: BANK OF AMERICA, N.A.
By:	/s/
	Name:
	Title:

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EXHIBIT B

PLEDGE AGREEMENT

     This PLEDGE AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and between ARTESYN COMMUNICATION PRODUCTS, INC., a Wisconsin corporation (“Pledgor”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Recitals:

     Artesyn Technologies, Inc., a Florida corporation, Artesyn North America, Inc., a Delaware corporation, and Pledgor (collectively, the “Borrowers”), and Lender have entered into that certain Loan and Security Agreement dated March 28, 2003 (as at any time amended, the “Loan Agreement”), pursuant to which Lender may from time to time make loans or extend other financial accommodations to or for the benefit of Borrowers.

     It is a condition to Lender’s willingness to extend further loans and other financial accommodations to or for the benefit of Borrowers that Pledgor execute and deliver this Agreement. To induce Lender to extend further loans pursuant to the Loan Agreement, Pledgor has agreed to grant a continuing security interest in and to the Pledged Collateral (as hereinafter defined) as security for the timely payment and performance of the Secured Obligations.

     NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid to Pledgor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the timely payment and performance of the Secured Obligations (as hereinafter defined), Pledgor agrees as follows:

     1. Definitions. Capitalized terms used herein, unless otherwise defined, shall have the meaning ascribed to them in the Loan Agreement. As used herein, the following terms shall have the following meanings:

     “Company” shall mean Artesyn Communication Products Scandinavia AB, a Swedish company.

     “Pledged Collateral” shall have the meaning ascribed to in Section 2 hereof.

     “Power” shall have the meaning ascribed to it in Section 2 hereof.

     “Secured Obligations” shall mean all of the Obligations under (and as defined in) the Loan Agreement and all obligations of Pledgor now or hereafter existing under the Loan Agreement or this Agreement.

     2. Pledge; Lender’s Duties.

          (a) Pledgor hereby pledges, assigns, transfers, sets over and delivers to Lender, and hereby grants to Lender, a security interest in sixty-five percent (65%) of the Equity Interests of the Company, accompanied by stock powers (“Powers”) duly executed in blank, with

signatures properly guaranteed, and all proceeds thereof and all dividends at anytime payable in connection therewith (said Equity Interests, Powers, proceeds and dividends hereinafter collectively called the “Pledged Collateral”) as security for the due and punctual payment and performance of the Secured Obligations. With respect to the Company and notwithstanding anything to the contrary set forth in this Agreement, the Pledged Collateral shall not exceed sixty-five percent (65%) of the total Equity Interests of the Company.

          (b) Lender shall have no duty with respect to any of the Pledged Collateral other than the duty to use reasonable care in the safe custody of any tangible items of the Pledged Collateral in its possession. Without limiting the generality of the foregoing, Lender shall be under no obligation to sell any of the Pledged Collateral or otherwise to take any steps necessary to preserve the value of any of the Pledged Collateral or to preserve rights in the Pledged Collateral against any other Persons, but may do so at its option, and all expenses incurred in connection therewith shall be for the sole account of Pledgor.

     3. Voting Rights. During the term of this Agreement, and so long as no Event of Default shall exist, Pledgor shall have the right to vote all or any portion of the pledged Equity Interests on all corporate questions for all purposes not inconsistent with the terms of this Agreement or any of the other Loan Documents. To that end, if Lender transfers all or any portion of the Pledged Collateral, into its name or the name of its nominee, to the extent authorized to do so under this Agreement or any of the other Loan Documents, Lender shall, upon the request of Pledgor, unless an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Pledgor, proxies with respect to the Pledged Collateral. Pledgor hereby grants to Lender, effective upon the occurrence and during the continuation of any Event of Default, an IRREVOCABLE PROXY pursuant to which Lender shall be entitled to exercise all voting powers pertaining to the Pledged Collateral, including to call and attend all meetings of the shareholders of the Company to be held from time to time with full power to act and vote in the name, place and stead of Pledgor (whether or not the Equity Interests shall have been transferred into its name or the name of its nominee or nominees), give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof, and any and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever.

     4. Collection of Dividend Payments. During the term of this Agreement, and so long as there shall not occur or exist any Event of Default, Pledgor shall have the right to receive and retain any and all dividends payable by the Company on account of any of the Pledged Collateral except as otherwise provided in the Loan Documents. Upon the occurrence and during the continuation of any Event of Default, all dividends payable by the Company on account of any of the Pledged Collateral shall be paid to Lender and any such sum received by Pledgor shall be deemed to be held by Pledgor in trust for the benefit of Lender and shall be forthwith turned over to Lender for application by Lender to the Secured Obligations in such order of application as is specified in the Loan Agreement.

     5. Representations and Warranties of Pledgor. Pledgor warrants and represents to Lender as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral; (b) all of the shares of the

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Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Permitted Liens and Lender’s security interest hereunder; (c) the Equity Interests constitutes sixty-five percent (65%) of the issued and outstanding capital stock of the Company; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any Governmental Body and without any restriction under the by-laws or charter of Pledgor or the Company or any agreement among Pledgor’s or the Company’s shareholders; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Lender of its rights and remedies hereunder do not and will not result in the violation of the by-laws or charter of Pledgor, any agreement, indenture, instrument or Applicable Law by which Pledgor or the Company is bound or to which Pledgor or the Company is subject (except Pledgor makes no representation or warranty about Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (x) for the pledge by Pledgor of the Pledged Collateral pursuant to this Agreement or (y) to perfect the Lien created by this Agreement.

     6. Affirmative Covenants of Pledgor. Until all of the Secured Obligations have been satisfied in full and the Loan Agreement has been terminated, Pledgor covenants that it will: (a) warrant and defend at its own expense Lender’s right, title, and security interest in and to the Pledged Collateral against the claims of any Person; (b) promptly deliver to Lender all written notices with respect to the Pledged Collateral, and will promptly give written notice to Lender of any other notices received by Pledgor with respect to the Pledged Collateral; and (c) deliver to Lender promptly to hold under this Agreement any shares of the capital stock of the Company subsequently acquired by Pledgor, whether acquired by Pledgor by virtue of the exercise of any stock options included within the Pledged Collateral or otherwise, provided, however, that Pledgor will not pledge or deliver any such shares of the Company which would cause the Pledged Collateral to exceed sixty-five percent (65%) of the total Equity Interests of the Company.

     7. Negative Covenants of Pledgor. Until all of the Secured Obligations have been satisfied in full and the Loan Agreement has been terminated, Pledgor covenants that it will not, without the prior written consent of Lender, (a) sell, convey or otherwise dispose of any of the Pledged Collateral or any interest therein; (b) incur or permit to be incurred any Lien whatsoever upon or with respect to any of the Pledged Collateral or the proceeds thereof, other than the security interest created hereby and Permitted Liens; (c) consent to the issuance by the Company of any new stock; and (d) consent to any merger or other consolidation of the Company with or into any corporation or other entity other than as permitted under the Loan Agreement.

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     8. Subsequent Changes Affecting Pledged Collateral. Pledgor represents to Lender that Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Pledged Collateral (including rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and Pledgor agrees that Lender shall have no responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto.

     9. Equity Interests Adjustments. If during the term of this Agreement any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of the Company, all new, substituted and additional shares, or other securities, issued by reason of any such change or exercise shall, if received by Pledgor, be held in trust for Lender’s benefit and shall be promptly delivered to and held by Lender under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder, provided, however, that to the extent any such shares would cause the Pledged Collateral to exceed sixty-five percent (65%) of the total Equity Interests of the Company, Pledgor shall neither hold such shares for Lender’s benefit nor deliver such shares to Lender as Pledged Collateral.

     10. Warrants, Options and Rights. If during the term of this Agreement subscription warrants or any other rights or options shall be issued or exercised in connection with the Pledged Collateral, then such warrants, rights and options shall be immediately assigned by Pledgor to Lender and all certificates evidencing new stock or other securities so acquired by Pledgor shall be immediately delivered to and held by Lender to be held under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder.

     11. Registration. If Lender determines that it is required to register under or otherwise comply in any way with the Securities Act of 1933, as amended (the “Securities Act”) or any similar federal or state law, with respect to the securities included in the Pledged Collateral prior to sale thereof by Lender, then upon the occurrence and during the continuation of an Event of Default, Pledgor will use its best efforts to cause any such registration to be effectively made, at no expense to Lender, and to continue such registration effective for such time as may be reasonably necessary in the reasonable opinion of Lender, and will reimburse Lender for any expense incurred by Lender, including reasonable attorneys’ fees and accountants’ fees and expenses, in connection therewith.

     12. Consent. Pledgor hereby consents that from time to time, before or after the occurrence or existence of any Default or Event of Default, with or without notice to or assent from Pledgor, any other security at any time held by or available to Lender for any of the Secured Obligations may be exchanged, surrendered, or released, and any of the Secured Obligations may be changed, altered, renewed, extended, continued, surrendered, compromised, waived or released, in whole or in part, as Lender may see fit, and Pledgor shall remain bound under this Agreement and under the other Loan Documents notwithstanding any such exchange, surrender, release, alteration, renewal, extension, continuance, compromise, waiver or inaction, extension of further credit or other dealing.

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     13. Remedies Upon Default. Upon the occurrence and during the continuation of any Event of Default, (i) Lender shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and remedies with respect to the Pledged Collateral of a secured party under the UCC and (ii) Lender may cause all or any part of the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon the occurrence and during the continuation of an Event of Default, Lender may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Lender’s possession or custody, to be sold at any broker’s board or at public or private sale, in one or more sales or lots, at such price as Lender may deem best, and for cash or on credit or for future delivery, and the purchaser of any or all of the Pledged Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever or Pledgor or arising through Pledgor. If any of the Pledged Collateral is sold by Lender upon credit or for future delivery, Lender shall not be liable for the failure of the purchaser to pay the same and in such event Lender may resell such Pledged Collateral. Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Lender will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor, as provided in Section 21 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by Applicable Law, waived. Lender may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by Applicable Law, buy at any private sale thereof. Pledgor will pay to Lender on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Lender, Lender shall have the right to execute any document or form, in its name or in the name of Pledgor, which may be necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected Pledgor agrees that Lender may, upon the occurrence and during the continuation of an Event of Default, attempt to sell all or any part of the Pledged Collateral by means of a private placement restricting the bidders and prospective purchasers to those who will represent and agree that they are accredited investors (as defined in Regulation D promulgated under the Securities Act) purchasing for investment only and not for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Lender shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act even if the issuer

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would agree to do so. Lender shall apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, and all legal expenses, travel and other expenses which may be incurred by Lender in attempting to collect the Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then to the Secured Obligations in the manner authorized by the Loan Agreement.

     14. Redemption; Marshaling. Pledgor hereby waives and releases to the fullest extent permitted by Applicable Law any right of equity of redemption with respect to the Pledged Collateral before or after a sale conducted pursuant to Section 13 hereof. Pledgor agrees that Lender shall not be required to marshal any present or future security (including this Agreement and the Pledged Collateral pledged hereunder) for, or guaranties of, the Secured Obligations or any of them, or to resort to such security or guaranties in any particular order; and all of Lender’s rights hereunder and in respect of such security and guaranties shall be cumulative and in addition to all other rights, however existing or arising. To the fullest extent that it lawfully may, Pledgor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Lender’s rights under this Agreement or under any other instrument evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or guaranteed, and to the fullest extent that it lawfully may, Pledgor hereby irrevocably waives the benefits of all such laws.

     15. Term. This Agreement shall become effective only when accepted by Lender and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until the Loan Agreement is terminated and all of the Secured Obligations have been fully and finally paid, satisfied and discharged, at which time this Agreement shall terminate and Lender shall deliver to Pledgor, at Pledgor’s expense, (i) such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to this Agreement and (ii) such termination statements and other release documents as may be requested by Pledgor to evidence the termination of Lender’s security interest in the Pledged Collateral. Notwithstanding the foregoing, in no event shall any termination of this Agreement terminate any indemnity set forth in this Agreement or any of the other Loan Documents, all of which indemnities shall survive any termination of this Agreement or any of other Loan Documents in accordance with their respective terms.

     16. Rules and Construction. The singular shall include the plural and vice versa, and any gender shall include any other gender as the text shall indicate. All references to “including” shall mean “including, without limitation.” Whenever in this Agreement the word “stock” or “capital stock” or other similar word or phrase is used in connection with a Person referring to equity ownership interests in such Person, such word or phrase shall also be deemed to include a reference to membership interests, each reference to a “corporation” shall also be deemed to include a reference to a limited liability company, each reference to “shareholders” of a Person shall also be deemed to include a reference to members and each reference to “certificate of incorporation” or “articles of incorporation” or “bylaws” shall also be deemed to include a reference to “certificate of formation” and “operating agreement” or other constituent documents of a limited liability company.

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     17. Successors and Assigns. This Agreement shall be binding upon Pledgor and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

     18. Construction and Applicable Law. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but, if any provision of this Agreement shall be held to be prohibited or invalid under any Applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General Obligations Law).

     19. Cooperation and Further Assurances. Pledgor agrees that it will cooperate with Lender and will, upon Lender’s request, execute and deliver, or cause to be executed and delivered, all such other stock powers, instruments, financing statements, certificates, legal opinions and other documents, and will take all such other action as Lender may request from time to time, in order to carry out the provisions and purposes hereof, including delivering to Lender, if requested by Lender, irrevocable proxies with respect to the Equity Interests in form satisfactory to Lender. Until receipt thereof, this Agreement shall constitute Pledgor’s proxy to Lender or its nominee to vote all shares of the Equity Interests then registered in Pledgor’s name (subject to Pledgor’s voting rights under Section 3 hereof).

     20. Lender’s Exoneration. Under no circumstances shall Lender be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Collateral of any nature or kind, other than the physical custody thereof, or any matter or proceedings arising out of or relating thereto. Lender shall not be required to take any action of any kind to collect, preserve or protect its or Pledgor’s rights in the Pledged Collateral or against other parties thereto. Lender’s prior recourse to any part or all of the Pledged Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the Secured Obligations.

     21. Notices. All notices, requests and demand to or upon either party hereto shall be given in the manner and become effective as stipulated in the Loan Agreement.

     22. Pledgor’s Obligations Not Affected. The obligations of Pledgor hereunder shall remain in full force and effect without regard to, and shall not be impaired by (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of Pledgor; (b) any exercise or nonexercise, or any waiver, by Lender of any right, remedy, power or privilege under or in respect of any of the Secured Obligations or any security thereof (including this Agreement); (c) any amendment to or modification of the Loan Agreement, the other Loan Documents or any of the Secured Obligations; (d) any amendment to or modification of any instrument (other than this Agreement) securing any of the Secured Obligations; or (e) the taking of additional security for, or any guaranty of, any of the Secured Obligations or the release or discharge or termination of any security or guaranty for any of the Secured Obligations, whether or not Pledgor shall have notice or knowledge of any of the foregoing.

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     23. No Waiver, Etc. No act, failure or delay by Lender shall constitute a waiver of any of its rights and remedies hereunder or otherwise. No single or partial waiver by Lender of any Default or Event of Default or right or remedy which Lender may have shall operate as a waiver of any other Default, Event of Default, right or remedy or of the same Default, Event of Default, right or remedy on a future occasion. Pledgor hereby waives presentment, notice of dishonor and protest of all instruments included in or evidencing any of the Secured Obligations or the Pledged Collateral, and any and all other notices and demands whatsoever (except as expressly provided herein).

     24. Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

     25. Lender Appointed Attorney-In-Fact. Pledgor hereby constitutes and appoints Lender, with full power of substitution, Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument which Lender may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Lender shall have the power to arrange for the transfer, upon the occurrence and during the continuation of an Event of Default, of any of the Pledged Collateral on the books of the Company to the name of Lender or Lender’s nominee. Pledgor agrees to indemnify and save Lender harmless from and against any liability or damage which Lender may suffer or incur, in the exercise or performance of any of Lender’s powers and duties specifically set forth herein.

     26. Use of Loan Proceeds. Pledgor hereby represents and warrants to Lender that none of the loan proceeds heretofore and hereafter received by it under the Loan Agreement are for the purpose of purchasing any “margin security” as that term is defined in either Regulation U promulgated by the Board of Governors of the Federal Reserve System, or refinancing any indebtedness originally incurred to purchase any such “margin security.”

     27. Waiver of Subrogation and Other Claims. Pledgor recognizes that Lender, in exercising its rights and remedies with respect to the Pledged Collateral, may likely be unable to find one or more purchasers thereof if, after the sale of the Pledged Collateral, the Company were, because of any claim based on subrogation or any other theory, liable to Pledgor on account of the sale by Lender of the Pledged Collateral in full or partial satisfaction of the Secured Obligations or liable to Pledgor on account of any indebtedness owing to Pledgor that is subordinated to any or all of the Secured Obligations. Pledgor hereby agrees, therefore, that if Lender sells any of the Pledged Collateral in full or partial satisfaction of the Secured Obligations, Pledgor shall in such case have no right or claim against the Company on account of any such subordinated indebtedness or on the theory that Pledgor has become subrogated to any claim or right of Lender against the Company or on any basis whatsoever, and Pledgor hereby expressly waives and relinquishes all such rights and claims against the Company.

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     28. WAIVERS. PLEDGOR HEREBY WAIVES: NOTICE OF LENDER’S ACCEPTANCE OF THIS AGREEMENT; NOTICE OF EXTENSIONS OF CREDIT, LOANS, ADVANCES OR OTHER FINANCIAL ASSISTANCE BY LENDER; TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY (WHICH LENDER ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM CONCERNING THIS AGREEMENT OR ANY OF THE PLEDGED COLLATERAL; PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE SECURED OBLIGATIONS; PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS; AND ALL OTHER NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED EXCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED.

[Signatures on following page]

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     IN WITNESS WHEREOF, Pledgor has signed, sealed and delivered this Agreement as of the day and year first above written.

PLEDGOR: ARTESYN COMMUNICATION PRODUCTS, INC.
By:	/s/
	Name:
	Title:
[CORPORATE SEAL] Accepted in Atlanta, Georgia: LENDER: BANK OF AMERICA, N.A.
By:	/s/
	Name:
	Title:

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EXHIBIT C

IRREVOCABLE STOCK POWER AND ASSIGNMENT

     FOR VALUE RECEIVED, _____________________________________ (“Transferor”) does hereby bargain, sell, assign and transfer unto _________________________ (”Transferee”) _____________ (_________) shares of the capital stock of ________________________ (“Company”) standing in its name on the books of the Company and represented by Certificate No. _____________, and Transferor does hereby irrevocably constitute and appoint Transferee and its successors and assigns as its true and lawful attorney, for it and in its name and stead, to transfer said stock on the books of the Company with full power of substitution in the premises. Transferor irrevocably authorizes Transferee to fill in the date below by inserting the date of this transfer.

     This ___day of _________, 20___.

By:	/s/
	Name:
	Title:

[CORPORATE SEAL]

Signed, sealed and delivered
in the presence of:

____________________________________
Witness
Name: _______________________________
Address: _____________________________

____________________________________
 

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EX-10.24

Exhibit 10.24

Executive Incentive Plan (2006)

I. Purpose

Artesyn Technologies (“Company”) establishes the Executive Incentive Plan (“Plan”) to provide a financial incentive for selected members of management. This Plan is designed to achieve several objectives to include:

‹	Linking Company business objectives with key executives’ compensation;
‹	Rewarding teamwork and individual performance for achieving annual business results;
‹	Providing motivation to key executives to excel by offering competitive incentive and total cash compensation;
‹	Promoting human resources goals to attract, hire and retain quality talent; and,
‹	Balancing short and long-term considerations through compensation for achievement of twelve-month goals that are consistent with long-term objectives.

II. Effective Date

The Plan shall be effective on the first day of the fiscal year and will remain effective until amended or terminated by the Board of Directors.

III. Plan Year

The Plan Year shall be the Company’s fiscal year. The Plan automatically shall be renewed for each fiscal year thereafter, unless otherwise amended or terminated by the Board of Directors.

IV. Plan Administration

The Plan shall be administered by the Chief Executive Officer (Plan Administrator). The Compensation Committee of the Board will approve annually the performance measures, objectives, award levels and funding amounts for the Corporate and Division heads.

The Chief Executive Officer/Plan Administrator, with support from the executive staff, determines eligibility, approves actual awards, and recommends Corporate and Division Head performance measures/weights, objectives, award levels and funding amounts. The Chief Executive Officer is authorized to interpret and administer Plan provisions. The Chief Executive Officer as Plan Administrator shall have no authority to amend or modify any of the terms of the Plan, such authority being fully reserved to the Compensation Committee for the Board of Directors, subject to the terms hereof.

V. Eligibility

The Chief Executive Officer shall select those key executives (“Participants”) who will be eligible to receive an annual incentive award for the Plan Year. In determining eligibility, the Chief Executive Officer shall consider the executive’s potential impact on profitability, revenue growth and operating results, as well as reporting level of the executive.

To be eligible to be selected as a Participant, the executive must:

v	report directly to a Division President and/or be within two reporting levels of the Chief Executive Officer; or must be an approved exception by the Chief Executive Officer; and,
v	be an active employee at the end of the Plan Year and at the time payments are made, unless specified differently in other contractual agreements or as noted in Section IX.

Participants shall receive a copy of the Plan to serve as written notice from the Plan Administrator of their eligibility to participate in the Plan and their contingent rights to an annual incentive award.

VI. Company Performance Objectives

Threshold:

The minimum level at which payment of an objective/performance measure will begin.

Target:

The expected performance level at which full payment is granted at 100%.

Maximum:

The maximum level for any one objective/performance measure is a payout of 200%.

Performance Measures and Weights:

Annually, the Chief Executive Officer, with support from executive staff, will determine and recommend the appropriate performance measures and weights. Taking into consideration the annual business plan, the Chief Executive Officer will develop target and performance objectives. Performance measures will utilize “formulas” or objective measures as much as possible; however, discretion may be required particularly in developing individual objectives. The Compensation Committee annually approves the performance measures for Corporate and Division heads.

Upon approval by the Compensation Committee, performance objectives/weights will be communicated in writing to all Plan Participants.

VII. Incentive Awards

Limitations

Annual plans may include total payment limitations as determined by the Compensation Committee of the Board of Directors. For example, payment may not exceed a certain percentage of Artesyn’s consolidated net income.

The Compensation Committee shall have discretion to interpret the effect of “windfall” events on the Plan. Examples of “windfall” events include income/(loss) from the sale of an asset, discontinued operations, effect of changes in accounting principles, extraordinary credits, etc.

Award Level

The award level shall be based on the level of financial performance attained with a minimum payout at the threshold and a maximum payout at 200%.

2

VIII. Individual Annual Incentive Awards

As determined by the Chief Executive Officer/Plan Administrator, the annual incentive award for a Participant shall be based on the individual Participant’s group level and achievement of mutually agreed to goals, which shall be set forth in writing for the Participant.

Payment

All awards shall be expressed as a percent of Base Salary (as defined in Section XI of the Plan) and payable in cash or special contribution to a pension plan or other deferred vehicle in accordance with applicable Plan documents and tax laws. Payment terms and timing of any payments is solely at the discretion of the Compensation Committee; provided, however, that all award payments shall be made no later than thirty (30) days following the end of the Plan Year and, with respect to any payment due upon termination of a Participant’s employment under Section IX, such payment shall be made in a lump sum within ten (10) days following such termination. Awards shall be subject to normal rules and regulations regarding the withholding of taxes.

IX. Minimum Payments and Payments on Termination of Employment

Notwithstanding any provision of the Plan to the contrary, any Participant who remains employed with the Company (including any subsidiary) through the end of the Plan Year will receive at least a full award at Target (as defined in Section VI of the Plan).

In the event of the death, Disability (as defined in Section XI of the Plan), Retirement (as defined in Section XI of the Plan) or voluntary termination of a Participant, the Participant will be entitled to receive a prorated award at Target (as defined in Section VI of the Plan) based upon the number of days in which the Participant participated in the Plan for the applicable Plan Year; provided, however, that any award payable pursuant to this paragraph to a Participant shall be reduced by the amount of bonus payments otherwise payable to such Participant under such circumstances pursuant to any severance plan or employment agreement between the Company and such Participant.

In the event of involuntary termination by the Company of a Participant due to a work force reduction or otherwise without Cause (as defined in Section XI of the Plan) during the current Plan Year, the Participant will receive a full (12 months) award at Target (as defined in Section VI of the Plan); provided, however, that any award payable pursuant to this paragraph to a Participant shall be reduced by the amount of bonus payments otherwise payable to such Participant under such circumstances pursuant to any severance plan or employment agreement between the Company and such Participant.

In the event of Termination for Cause, the Participant will not be entitled to any award, whether prorated or not, for the Plan Year or any unpaid award from the prior Plan Year.

X. Miscellaneous

Payment from General Assets

The payment of any award under the Plan shall be from the general assets of the Company, and a Participant under the Plan shall have no greater rights to payment than other general creditors of the Company. There shall be no separate trust for the payment of awards hereunder.

No Right of Employment

Nothing in the Plan, including the employee’s eligibility for participation in the Plan, will infer any right of employment by the Company to such employee. The Plan does not affect the terms of any employment agreements that may exist between the Company and any Participant. The Company retains all its rights to discipline or discharge employees who participate in the Plan.

3

Non-Solicit; Non-Compete

During a Participant’s participation in this Plan and for a period of one (1) year following termination of the Participant’s employment from the Company, the Participant will not directly or indirectly engage in competition with, or enter the employ of or assist any person, firm, corporation or other entity engaged in a business competitive with the business of the Company (now or as it may evolve) or solicit or hire any employees of the Company; provided, however, that, in the event of any merger, consolidation, reorganization, sale or other similar transaction involving the Company, the non-compete provisions of this Section shall not apply with respect to any line-of-business in which the Company or its direct or indirect subsidiaries was not engaged as of the date immediately preceding the consummation of such transaction. If the Participant disregards this provision, then the Company has the right to enforce this provision in the courts (including obtaining injunctive or other appropriate equitable relief) and to demand all payments made under this Plan to be returned to the Company within 30 days after notification. The restrictions of this paragraph are in addition to those imposed on the Participant under any other contractual agreement or other Company policy.

Non-Assignment/Death Benefits

An award or the right to a payment of an award granted under this Plan shall not be assignable or transferable by a Participant except in the event of death. If an award is granted, it will be assigned or transferred by will or the laws of descent and distribution. Each Participant should designate, on a form provided by the Company, a beneficiary or beneficiaries to receive payment of any Plan death benefits that may be payable with respect to the Participant. During the lifetime of a Participant, only the Participant may receive payment of an award granted hereunder. No transfer of an award shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of the will or such evidence as the Company may deem necessary to establish the validity of the transfer.

Amendment, Suspension, or Termination of the Plan

The Board of Directors, upon recommendation of the Compensation Committee, may at any time elect to amend, suspend, or terminate the Plan; provided, however, that no amendment, suspension or termination will adversely affect any Participant’s rights under the Plan without the Participant’s written consent.

XI. Definitions

For purposes of this document and the Plan, the terms listed below are defined as follows:

Base Salary means a Participant’s regular salary amount in effect at the end of the Plan Year or upon termination as defined in Section IX and shall not include commissions, bonus, options and/or any amounts receive in connection with any fringe benefit, retirement, and welfare or employee benefit program.

Disability refers to a Participant’s incapacity to engage in any substantial gainful activity because of a medically determinable physical or mental impairment that can be expected to result in death, or to be of long, continued and indefinite duration. The Plan Administrator, with the advice of competent medical authority, shall make the determination of disability.

Retirement is the termination of a Participant’s employment and withdrawal from their occupation.

Termination for Cause means termination for actions by a Participant involving dishonesty, fraud, the commission of a felony, gross negligence, or any willful misconduct which results in material harm to the business and/or reputation of the Company as reasonably determined by the Company’s Board of Directors.

4

I have read the 2006 Executive Incentive Plan for Artesyn Technologies, of which I have been chosen as a participant, and I agree to all of the terms and conditions as stated in this Plan document.

Print Name Signature Date

5

EX-10.25

Exhibit 10.25

Description of the 2006 Executive Incentive Plan of Artesyn Technologies, Inc.

     The 2006 Executive Incentive Program (EIP) is an annual executive bonus program designed to incentivize management to achieve specified performance objectives. Each executive participating in the plan has a targeted incentive award based on competitive practice that represents a stated percentage of the executive’s base salary. There are four performance criteria for the 2006 EIP, incorporating both internal and external performance measurements. For internal performance, the EIP incorporates three financial criteria — revenue growth, earnings before interest, taxes, depreciation and amortization (“EBITDA”) improvement, and cash improvement, as compared to fiscal year 2005. For external performance, the Compensation Committee set one performance criterion that measures the Company’s revenue growth over 2005 relative to a peer group of selected competitors. Each of the four criteria is weighted as a percent of the total incentive as follows: revenue growth (40%), EBITDA improvement (35%), cash flow improvement (10%) and revenue growth versus peers (15%). Each of the performance criteria has a threshold, target and maximum payout level. No incentive is paid for performance below threshold. Payment at target is 100% and payment at maximum is 200%. In addition, there is a cap related to the maximum aggregate incentive payment under the plan, equal to 10% of 2006 EBITDA.

     Eligibility to participate in the EIP, payment of bonus amounts and other material terms of the Plan are described in the Current Report on Form 8-K filed by the Company on February 21, 2006. All descriptions of the EIP are qualified by reference to the EIP, a copy of which is attached as Exhibit 10.24 to this Annual Report.

EX-10.28

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION

EXHIBIT 10.28

[English Translation]

ZHONG SHAN FOREIGN ECONOMIC AND TRADE COMMISSION

APPROVAL CERTIFICATE FOR FOREIGN PROCESSING AND ASSEMBLY AGREEMENTS

Zhongwaijingjia Zi No. (2002) x1314

     It is hereby acknowledged that the number 2002-13 filing made by Zhang Shan Zhongjing Import and Export Limited Company is received. After examining and reviewing the filing, the Foreign Processing and Assembly Agreement number zhongjingxie zi 2002-01 between ZHONG SHAN CARTON GENERAL FACTORY COMPANY LTD and ARTESYN TECHNOLOGIES ASIA-PACIFIC LTD., dated as of December 28, 2002, is hereby approved. The Agreement will remain effective until December 28, 2007.

     The Agreement (as set forth in the Annex hereto) becomes effective from the date of this approval.

Dated: December 30, 2002


(official seal)

     Cc:     Zhong Shan Customs and Zhong Shan Industry and Commerce Bureau

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION

Supply and Processing Agreement

Contract number: Zhongjingxie Zi Number 2002-01

Date: December 28, 2002

Place: Zhang Shan City

WHEREAS, ZHONG SHAN CARTON GENERAL FACTORY LIMITED COMPANY (hereinafter “Party A”), at Qi Guan Xi Road, Shi Qi, Zhang Shan City, telephone number 8816146, desires to develop supply-and-processing business involving the production and assembly of computer accessories, converter wires and power supply equipment. With the assistance of ZHONG SHAN ZHONGJING IMPORT AND EXPORT LIMITED COMPANY (hereinafter “Business Agent”), Party A and ARTESYN TECHNOLOGIES ASIA-PACIFIC LTD. (hereinafter “Party B”), at 13-15 Shing Wan Road, Tai Wan, Shatin, New Territories, Hong Kong, telephone number 26992868, adhering to the principle of equality and mutual benefit, negotiate and agree on the supply and processing business involving the production and assembly of power supply equipment, power conversion equipment and power wires, and execute an agreement as follows:

Article 1 Cooperation Terms

     Party B will provide at no consideration equipment and tools necessary for the processing and assembly of the above-mentioned products. Titles to such equipment and tools shall belong to Party B. Equipment already transferred and delivered under Document number “zhongjingxie zi 2000-02” has an estimate total value of US $62,438,481.73, of which deposits and administration fee paid, non-imported equipment has a total value of US $22,263,561.39 and the total value of imported equipment was US$40,174,920.34 (as set forth in the Annex hereto). Party B will also provide at no consideration the raw and accessory materials, and packing materials necessary for the manufacturing of the above-mentioned products. Quantities and specifications thereof will be specified in the manufacturing contract. Raw and accessory materials used for the production will be reimbursed in accordance with their actual usage. The said equipment will be provided by the foreign investor at no charge. The operating entity shall not be required to import the equipment by paying foreign exchanges and the processing entity shall not be required to pay back the equipment price with its processing fees hereunder.

     Party A shall, within the term of this agreement, provide factory space, dormitory and dining facilities, and labor to manufacture and process products for Party B. Party A will receive processing fees therefor. Final products will be delivered to Party B to be shipped and sold in Hong Kong.

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Article 2    Processing Quantities, Calculation of Processing Fees and Foreign Exchange Settlement

     In order to balance production, Party A and Party B agree that within the term of this agreement, the estimate processing fees to be paid to manufacturing and administrative personnel will be in the range of US $3,600,000 to US $4,600,000, to be determined by the actual number of necessary personnel. The fixed working hours for each personnel will be 21.5 days per calendar month and 8 hours per day (for purpose of working hours hereof, nationally prescribed paid vacation days are treated as working hours). Working hours beyond the fixed working hours shall be treated as overtime. Within the fixed working hours, the number of manufacturing workers shall be 4,000. The processing fees to be paid to the manufacturing workers will be calculated at ******** per worker per month. The number of administrative staff will be 450. Processing fees to be paid to administrative staff will be calculated at ******** per staff per month. The number of workers may be increased or decreased in accordance with the change of quantity of work. But in no event will the number of workers be less than 2,800. In the event of suspension of manufacturing as a result of Party B’s delay in short-term supply of materials, the processing fees shall be calculated and paid on the basis of the working hours, with allowances for overtime incurred thereafter. Annual processing and assembly quantity for computer accessories, converter wires and power supply equipment will be 20,000,000.

     If it is warranted by actual necessities and in order to ensure employee loyalty, Party B will pay, on a monthly basis, small-amount welfare allowances as awards and bonuses, beyond the fixed processing fees, to senior workers and workers with various degrees of skills.

     Subject to production development and Party B’s economic situation, Party A shall have the right to request a processing fee adjustment each year. The extent of adjustment shall be determined in accordance with the production circumstances, subject to consultation and confirmation by both parties.

Article 3    Overtime Processing Fees

     Overtime processing fees shall be calculated at one hundred fifty per cent (150%) of the normal processing fees.

Article 4    Calculation and Foreign Exchange Settlement of Processing Fees

     Upon signing this Agreement, processing fees and all related costs shall be calculated and foreign exchange settlement related thereto shall be made once a month, subject to confirmation signed by Party B’s representative. The payment shall be remitted to the Business Agent after foreign exchange settlement through the Zhong Shan Branch of Industrial and Commercial Bank of China. And the Business Agent will then transfer the payment to Party A. If the foreign exchange settlement is delayed, Party A shall have the right to suspend export. The last batch of

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products under the production contract will not be delivered until foreign exchange settlement is made first.

Article 5    Payment of Shipping Costs, Technical Training and Insurance Provisions

     Party B shall be responsible for all shipping costs for equipment, raw and accessory materials, and packing materials to be shipped from Hong Kong to the manufacturing factory and final products to be shipped from the manufacturing factory to Hong Kong. If any materials or products will be imported or exported via the Shen Zhen port, Party B shall be responsible for the transportation costs from Hong Kong to the manufacturing factory.

     From the date the equipment is delivered to the manufacturing factory, Party B shall send technical personnel to the manufacturing factory site to install the equipment and provide relevant technical assistance. Party B shall be responsible for all costs related to such technical personnel. Party A shall within its capacity and best efforts provide assistance thereto.

     Party B shall be responsible, at its own cost, for the import and export of any equipment, raw and accessory materials, or final products, and the warehousing insurance thereof. As an alternative, Party B may entrust Party A to apply for insurance thereof with the Zhong Shan Branch of China People’s Insurance Company, and Party B will be responsible for the insurance cost incurred thereof. Party B shall be responsible for any loss or damage to the equipment, raw and accessory materials, and final products as a result of its failure to provide for insurance thereof.

Article 6    Payment of Miscellaneous Charges

     Party B shall be responsible for the electrical utility costs and facsimile costs related to Party A’s production process. Party A shall provide for backup electricity generation facilities. In the event of power outage, Party A shall supply electricity with its backup generation facilities immediately. Party B shall calculate and pay to Party A the electricity costs each month together with the processing fees, based on the monthly readings of the utility meter and unit cost of ******** per KWH.

Article 7     Term of the Agreement and Miscellaneous

     The term of this Agreement will be five (5) years, from December 28, 2002 to December 28, 2007. This Agreement will become effective after signing by both parties and being approved by Party A’s authority-in-charge. Within the term of this Agreement, Party A and Party B shall strictly comply with the terms and conditions hereunder. If this Agreement needs to be terminated before its expiration date or to be extended beyond its expiration date, both parties shall give 3-month notice to the other party. Such termination or extension shall become

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effective after consultation and consent of both parties and approval by Party A’s authority-in-charge. If any party terminates this Agreement before its expiration date, or any dispute arises from or in connection with the performance of this Agreement, both parties shall dissolve the dispute through friendly consultation. In the event no resolution can be reached through consultation, the dispute shall be submitted to the China International Economic and Trade Arbitration Committee (“CIETAC”) for resolution. The arbitral award by CIETAC shall be final and binding equally on both parties.

     Both parties agree to entrust Zhong Shan Zhongjing Import and Export Limited Company as the Business Agent for purposes of this Agreement.

     During the course of the performance of this Agreement, anything not addressed by and in this Agreement may be amended or supplemented after consultation by both parties. Such amendment or supplement will become effective after approval by Party A’s authority-in-charge.

     There will be six original copies of this Agreement and several counterparts hereof. The original copies and their counterparts shall have the same effect.

Party A: _______________________________	Party B: _______________________________
Zhong Shan Carton General Factory Limited Company	Artesyn Technologies Asia-Pacific Ltd.
By: /s/ Huang Yaoxin	By: /s/ He Pinyan
Business Agent: _______________________________
Zhong Shan Zhongjing Import and Export Limited Company
By: /s/ Huang Yaoxin

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EX-21

Exhibit 21

		Jurisdiction of
		Incorporation or
	Entity	Organization
1	Artesyn Communication Products, Inc.	Wisconsin
2	Artesyn Communication Products Scandinavia AB	Sweden
3	Artesyn Communications Products UK Ltd.	Scotland
4	Spider Software, Ltd.	Scotland
5	Artesyn Asset Management, Inc.	Delaware (Bahamas Domiciled)
6	Artesyn North America, Inc.	Delaware
7	Artesyn Technologies Japan KK	Japan
8	Artesyn Delaware, Inc.	Delaware
9	Artesyn Delaware LLC	Delaware
10	Artesyn Cayman LP	Cayman Islands
11	Artesyn International Ltd.	Cayman Islands
12	Artesyn International, Ltd. Branch	Irish Non-Resident
13	Artesyn do Brasil Comercio de Produtos de Conversao de Energia Ltda.	Brazil
14	Artesyn Ireland, Ltd.	Cayman Islands
15	Artesyn Technologies Asia Pacific, Ltd.	Hong Kong
16	Artesyn Netherlands B.V.	Netherlands
17	Artesyn UK Ltd.	United Kingdom
18	Artesyn France S.A.R.L.	France
19	Artesyn Holding GmbH	Austria
20	Artesyn Austria GmbH	Austria
21	Artesyn Austria GmbH & Co. KG	Austria
22	Artesyn Hungary Electronikai kft	Hungary
23	Artesyn Germany GmbH	Germany
24	Artesyn Elektronische Gerate Beteiligungs-und Verwaltungs-GmbH	Germany
25	Artesyn GmbH & Co. KG	Germany
26	Zhongshan Artesyn Technologies Electronics Co., Ltd.	People’s Republic of China

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statements listed below of our reports dated March 10, 2006, with respect to the consolidated financial statements and schedule of Artesyn Technologies, Inc. and Subsidiaries, Artesyn Technologies, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Artesyn Technologies, Inc., included in this Annual Report (Form 10-K) for the year ended December 30, 2005.

• Registration Statement No. 333-81436 on Form S-3

• Registration Statement No. 333-109053 on Form S-3

• Registration Statement No. 333-36375 on Form S-4/A

• Registration Statement No. 333-08475 on Form S-8

• Registration Statement No. 333-58771 on Form S-8

• Registration Statement No. 333-85225 on Form S-8

• Registration Statement No. 333-59382 on Form S-8

• Registration Statement No. 333-102854 on Form S-8

• Registration Statement No. 333-119942 on Form S-8

• Registration Statement No. 333-119953 on Form S-8

• Registration Statement No. 33-42516 on Form S-8

• Registration Statement No. 33-63501 on Form S-8

/s/ Ernst & Young LLP  

Certified Public Accountants 

West Palm Beach, Florida
March 10, 2006

EX-31.1

Exhibit 31.1

OFFICER CERTIFICATION

I, Joseph M. O’Donnell, certify that:

1.	I have reviewed this annual report on Form 10-K of Artesyn Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-159(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Joseph M. O’Donnell

Joseph M. O’Donnell
Chairman and Chief Executive Officer
March 13, 2006

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gary R. Larsen, certify that:

1.	I have reviewed this annual report on Form 10-K of Artesyn Technologies, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-159(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Gary R. Larsen
Gary R. Larsen
Chief Financial Officer
March 13, 2006

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Artesyn Technologies, Inc. (the “Company”) on Form 10-K for the period ending December 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph M. O’Donnell, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph M. O’Donnell          
Joseph M. O’Donnell
Chairman and Chief Executive Officer
March 13, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission, or its staff, upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Artesyn Technologies, Inc. (the “Company”) on Form 10-K for the period ending December 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary R. Larsen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gary R. Larsen          
Gary R. Larsen
Chief Financial Officer
March 13, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission, or its staff, upon request.