SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Fiscal year ended DECEMBER 31, 1999           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 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 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 [X] NO [ ].

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 [X].

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant as of February 29, 2000 was approximately $628 million.

As of February 29, 2000, 37,059,751 shares of the Registrant's, $0.01 par value,
Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's proxy statement for the annual meeting of shareholders
to be held on May 4, 2000 are incorporated by reference into Part III hereof.


<PAGE>

PART I

ITEM 1.  BUSINESS
         ----------
Artesyn  Technologies,   Inc.  (Nasdaq:  ATSN)  (the  "Company"  or  "Artesyn"),
headquartered  in  Boca  Raton,  Fla.,  is  primarily  engaged  in  the  design,
development, manufacture, sale and service of electronic products and subsystems
for  producers of  electronic  equipment  in the  computing  and  communications
industry.  The Company's  customers  include worldwide market leaders in each of
its chosen market sectors. These customers include, among others, Alcatel, Cisco
Systems, Compaq, Dell Computer, Ericsson, Hewlett-Packard,  Lucent Technologies,
Nortel, Siemens and Sun Microsystems.  The Company is also a leading supplier of
power supplies to the many other  companies in the computing and  communications
industry and  maintains a worldwide  network of leading  distributors  including
Arrow, Avnet, EBV/Unique, Sager Electronics and Newark Electronics.

The Company is one of the pre-eminent suppliers of power conversion products and
power system solutions to its chosen markets.  The Company provides a full range
of both custom and standard AC/DC power supplies and DC/DC converters.  With one
of the premier engineering  organizations in the industry,  Artesyn Technologies
provides a catalog  offering  over 1,200  standard  products.  The Company  also
provides high  performance  single-board  computers,  systems and subsystems for
real-time  applications through its Communication Products division and provides
repair services and logistics for a variety of products as Artesyn Solutions.

INDUSTRY AND MARKET OVERVIEW

As a provider  of  electronic  products,  subsystems  and  services  to Original
Equipment  Manufacturers  ("OEMs"),  the producers of electronic equipment,  the
Company has chosen to focus on those sectors of the communications industry that
offer both sufficient opportunity and strong prospects for sustained growth. The
Company's  products  directly  address the Internet  infrastructure  through its
focus  on  the  key   sectors   of  the   communications   industry,   including
computing/mass storage,  carrier/enterprise  solutions,  wireless infrastructure
and network access technologies.

The leading companies in the  communications  industry  typically value quality,
reliability,  solid technical  support,  rapid product  development and flexible
manufacturing. The Company benefits from a number of trends within this industry
as described below.

Reduced Development Intervals
As technology  life cycles  shorten,  the producers of electronic  equipment are
pressed to deliver  new  generations  of  equipment  to market even  faster.  In
working  under this  growing  time-to-market  pressure,  these  companies  place
increasing value on a supplier that can consistently deliver new solutions on an
aggressive development schedule.

Outsourcing
Many companies,  and particularly those in growth markets, are identifying their
core competencies and outsourcing as many of the other tasks as possible.  Those
companies  that design and  manufacture  their own power supplies and subsystems
are  typically  referred  to as the  "captive  market".  Those  that  choose  to
outsource these  functions are known as the "merchant  market".  Currently,  the
merchant market is growing much faster than the total market.

High Performance Silicon
In order to realize  greater speed from new  generations of silicon,  the supply
voltage of many  electronic  devices has been  greatly  reduced.  Even so, these
devices are consuming more power than ever before. The resulting requirement for
fast, low-voltage,  high-current power supplies has raised the technology bar in
the power industry.  Those entities, such as the Company, with the technological
resources and  capabilities to meet these new challenges are faced with many new
opportunities to add value in the development of electronic equipment.
                                       2
<PAGE>
Vendor Base Reduction
Improving  supply-chain  management is a key strategy of many  companies  today.
Building better  relationships in the supply chain has forced entities to reduce
the number of suppliers from whom they purchase. In the process of rationalizing
their vendor base, companies generally grant more business to those vendors that
can meet a variety of needs on a global basis, such as the Company.

PRODUCTS AND SERVICES

POWER CONVERSION
All  electronic  systems  require a steady supply of electrical  power at one or
more voltage levels.  AC/DC power supplies convert alternating  electric current
("AC") (the form in which virtually all electric current is delivered by utility
companies) from a primary power source,  such as a wall outlet,  into the direct
current  ("DC")  required  to  operate  virtually  all  solid  state  electronic
equipment.  DC/DC power supplies are used to convert a particular direct current
voltage into another  (higher or lower) direct current  voltage.  Power supplies
can also be designed to perform  diagnostic  functions,  protect  equipment from
power  surges,  power  outages,  or even the  equipment's  own  malfunction.  In
addition,  certain  power  supplies may provide  reserve  power through use of a
short-term battery back-up system when the electronic  equipment's primary power
source fails.

The company provides standard (or "off-the-shelf")  products,  modified standard
products and custom products. Standard products provide for rapid time-to-market
and minimal risk due to proven design. They are ideal for low to moderate volume
applications  or  for  application  specific  requirements.   Modified  standard
products  are those  products  that are  slightly  customized  from an  existing
platform to meet a particular  customer's special  requirement.  Custom products
are developed  specifically for a single customer to his own specification.  The
Company  maintains a large group of custom  power supply  designers  and focuses
these  resources  on carefully  selected  companies  that are either  leaders or
emerging as leaders in high growth market segments.  Whether custom or standard,
the Company's  power  conversion  products fall into one of the following  three
categories of product.

AC/DC Power Supplies
These products represent the majority of the Company's product sales as they are
used by almost any piece of electronic equipment powered from an AC outlet. They
are typically  designed to operate from a universal  input voltage  allowing the
product to operate  from  standard  AC  voltages  anywhere  in the world.  These
products range in power from a few watts to several thousand watts.

External Power Supplies
These products,  commonly  referred to as adapters,  are a special type of AC/DC
power supply.  External power supplies are provided in their own housing outside
of the equipment being powered. Typically, these products range from a few watts
of power to as much as 100W. The Company  provides these products in high volume
to makers of various types of terminals,  modems, and storage systems.  They are
commonly used for mobile applications.

DC/DC Converters
Due to the emergence of low-voltage,  high performance  silicon,  the demand for
DC/DC  converters  has  grown  rapidly  in  recent  years.  These  products  are
frequently  used to provide  power in close  physical  proximity to the point of
use.  This reduces the  impedance  between the power supply and the device being
powered and significantly improves system performance. DC/DC converters are also
used  extensively  in modular  systems  employing a scheme known as  Distributed
Power  Architecture  or DPA. This  architecture  is quite  commonly  employed in
larger networking and communication systems.

COMMUNICATIONS PRODUCTS
The Company's  Communications Products division provides the core communications
technology  and  building  blocks  for  today's  converging   telecommunications
networks.  Product  lines  include  communication  interfaces,  CPU boards,  and
hardware/software  subsystems to many of the top names in the telecom  industry.
Based on worldwide  industry  standards  and open systems  technology  like PCI,
CompactPCI(TM)  and  VME  for  communication   between  computer  boards,  these
solutions  can be used  off-the-shelf  or  customized  to meet specific cost and
performance requirements.
                                       3
<PAGE>
The primary product line is  communication  interfaces,  such as T1 or E1, which
carry  either voice or data.  These  products and systems are employed in a wide
range of  worldwide  telecom  and  datacom  networks,  such as  gateway/routers,
switching, call processing, and wireless communications infrastructure.

REPAIR AND LOGISTICS
The Company provides repair, logistics,  assembly, and supply chain services for
a variety of products primarily manufactured by Hewlett-Packard,  Apple Computer
and Aspect  Communications.  The process of repairing  products that fail in the
field  involves the logistics of arranging for return of products and, when they
have been repaired,  arranging for delivery of products to their customers. This
function has traditionally  been accomplished as part of the OEM's business.  In
the 1980s and 1990s, as companies  focused their energies on core  competencies,
electronics manufacturers have often outsourced many activities that they do not
consider   essential   to  their   business.   The  Company   was   retained  by
Hewlett-Packard ("HP") in 1992 to manage inbound and outbound logistics for some
of HP's  computer  products and to repair  certain  products.  This business has
grown steadily since 1992 as HP has transferred  repairs of more products to the
Company.  Since 1992,  the Company has taken over from HP the repair of laserjet
and deskjet  printers,  facsimile  machines,  and scanners and the  servicing of
other  products.  Through  1999,  97% of the  Company's  revenue from repair and
logistics  services was from HP. We believe this percentage will decrease as the
Company solicits new OEMs to become clients.

The  Company's  repair and  logistics  services  are  centered  in its  Lincoln,
California, facility.

STRATEGY

The  Company's  objective is to be the supplier of choice to  multinational  OEM
customers who require sophisticated power supply solutions and who are likely to
have  substantial  volume  requirements.  While continuing to concentrate on its
established  customer base,  the definition of the Company's  target markets has
been  redefined  to  focus  on high  growth  sectors  supporting  the  internet:
computing/mass storage,  carrier/enterprise  solutions,  wireless infrastructure
and  network  access  technologies.  To achieve  its  objective,  the  Company's
strategy is to differentiate  itself from its competition through utilization of
new and advanced  technology  and design,  fastest  time-to-market  and superior
product  performance,  quality,  service and the lowest total cost of ownership.
The Company implements its strategy by combining the following key elements:

Deliver High-Quality Products and Services
The Company believes that quality and responsiveness to the customer's needs are
of  critical  importance  in its  efforts to compete  successfully.  The Company
actively involves its employees in implementing  techniques to measure,  monitor
and improve  performance and provides its employees with education and training,
including courses in statistical process control and related  techniques.  Also,
employees  participate in the Company's  planning sessions and monitor adherence
to their annual plans on a monthly  basis.  Through its  commitment  to customer
service and quality,  the Company  believes it is able to provide superior value
to its customers.

Provide Leading-Edge Engineering and Time-to-Market
The Company's  target  markets and customers  are  characterized  by high growth
rates and continually evolving technology.  As a result, its customers typically
require  leading-edge  technology  designed in a relatively  short  period.  The
Company has been working to reduce the  time-to-market  for its products through
two initiatives:  concurrent engineering and design-ready platforms.  Concurrent
engineering  creates a process allowing all functional  disciplines to take part
in a product's design from the very beginning.  With design-ready platforms, the
Company can modify standard  platforms to meet specific  customers'  needs for a
customized product, a fast fulfillment schedule and an affordable price.
                                       4
<PAGE>
Develop and Expand Collaborative Relationships
Through the development and expansion of  collaborative  relationships  with its
customers,  the Company attempts to satisfy their needs by offering a full range
of value-added  services,  including design expertise,  process  development and
control, testing,  inventory management, and rapid response to volume and design
changes.  Some  custom-designed  projects are priced  based on  agreed-to  gross
margins  and  allow  for a  sharing  of the  costs,  risks  and  rewards  of the
manufacturing  process with the customer.  These  relationships also provide the
Company with increased knowledge regarding the customer's products.  The Company
focuses its efforts on customers with which it believes the  opportunity  exists
to develop long-term business collaborations.

Offer Customers the Lowest Total Cost of Ownership
The Company  strives to create value for its  customers by seeking to offer them
the lowest total cost of ownership.  Through manufacturing flexibility,  reduced
time-to-market,   worldwide  procurement,  design  for  manufacturability,   and
unmatched  customer  service,  the Company is able to complement each customer's
unique set of needs.  The Company  has built  long-standing  relationships  with
industry  leaders by  providing  a high level of  consultation  at the  earliest
stages of design  development.  This hands-on approach is intended to enable the
Company to design all its products to maximize quality and minimize unit cost.

Leverage Advanced Manufacturing and Management Techniques
The Company's  strategy focuses on the quality of all elements of the production
process,  rather than merely the quality of the end product.  To implement  this
strategy,  the Company uses  sophisticated  design and manufacturing  techniques
(such as computer integrated design and manufacture,  computer aided design, and
automated  testing  and  assembly  of printed  circuit  boards),  combined  with
advanced   management   techniques,    including   just-in-time   manufacturing,
statistical process control and total quality commitment. These techniques allow
the  Company  to  decrease  production  costs by  improving  the  efficiency  of
production processes.

Expand Complementary Businesses
The Company believes that providing a wide range of services affords the Company
a competitive advantage,  as it further addresses customer needs and, therefore,
increases  the  likelihood  that the Company will make  continuing  sales to its
customers.  For  example,  at  a  customer's  request,  the  Company  may  build
assemblies by adding  cables,  harnesses,  frames,  and other  components to its
power supply unit. In addition, it offers power supply repair services for power
supplies manufactured by others.

MARKETING AND DISTRIBUTION

The Company's power conversion products are sold directly to OEMs, private-label
customers and  distributors.  In addition,  the Company's  sales and engineering
personnel  supervise and provide  technical  assistance to independent  domestic
sales representatives and to domestic and foreign distributors.

The  Company's   communication   products  are  marketed   domestically  through
independent sales representative organizations.  Substantially all foreign sales
are made through independent foreign distributors and foreign trading companies,
although certain sales are made on a direct basis.

Sales  representatives  are  responsible  for  marketing  the  Company's  repair
business in North America.

Although the Company seeks to diversify both its customer and market application
bases, sales to three customers represented 17%, 13%, and 12%, respectively,  of
1999 sales.

The Company has derived a significant  portion of its sales in recent years from
its  international  operations.   Thus,  the  Company's  future  operations  and
financial results could be significantly affected by international factors, such
as changes in foreign  currency  exchange  rates or political  instability.  The
Company's  operating  strategy and pricing take into account changes in exchange
rates over time.  However,  the Company's  future  results of operations  may be
significantly  affected in the short term by  fluctuations  in foreign  currency
exchange rates.  See Note 17 of the Notes to Consolidated  Financial  Statements
for additional information.
                                       5
<PAGE>
CUSTOMERS AND APPLICATIONS

The targeted  customers  and  applications  are  generally the same in the power
conversion and communication  products groups.  These include market leaders and
emerging player in the computing and  communications  markets.  The applications
and key customers for the Company's products can be grouped as follows:

Servers and Storage Systems    Transmission Backbone / Optical  Networking
-  Compaq                      -  Alcatel
-  Dell Computer Corporation   -  Ciena
-  Eurologic                   -  GEC Marconi
-  Hewlett-Packard             -  Pirelli
-  Iomega                      -  Siemens
-  Sun Microsystems            -  Sycamore
                               -  Tellabs

Routers/Switches               Wireless Infrastructure
-  3Com                        -  Alcatel
-  Cisco                       -  Lucent
-  Ericsson                    -  Siemens
-  Lucent
-  Newbridge
-  Nortel Networks

MATERIALS AND COMPONENTS

The manufacture of the Company's  products  requires a wide variety of materials
and  components.  The  Company  has  multiple  external  sources for most of the
materials  and  components  used in its  production  of  off-the-shelf  standard
products.  As a  result  of the  custom  nature  of  certain  of  the  Company's
manufactured products,  components used in the manufacture of these products are
currently  obtained  from a  limited  number  of  suppliers.  The  Company  also
manufactures  certain of its  components.  Although the Company has from time to
time experienced shortages of certain supplies, such shortages have not resulted
in any significant  disruptions in production.  The Company  believes that there
are adequate alternative sources of supply to meet all of its requirements.

MANUFACTURING
The Company  maintains a number of  manufacturing  facilities  around the world.
Most of the  high-volume,  labor  intensive  products  are  manufactured  at the
Company's  facility  in  Zhongshan,  China.  A  smaller  number of  moderate  to
high-volume  products are  manufactured  at the  Company's  factory in Kindberg,
Austria.  The Company  operates a facility in Redwood  Falls,  Minnesota,  which
manufactures  higher value  products in the low to moderate  volume  range.  The
Company's  DC/DC  products  tend to be more  highly  automated  designs  and are
manufactured in Broomfield,  CO and Youghal, Ireland. The Company also maintains
manufacturing  facilities  in  Oberhausen  and  Einsiedel,  Germany  as  well as
Tatabanya,  Hungary. The Company's  Communication Products division manufactures
its products in Madison, WI.

INTELLECTUAL PROPERTY MATTERS

The Company  believes that its future  success is primarily  dependent  upon the
technical competence and creative skills of its personnel,  rather than upon any
patent or other proprietary rights.  However,  the Company has protected certain
of its products  with  patents  where  appropriate  and has  defended,  and will
continue to defend, its rights under these patents.
                                       6
<PAGE>
BACKLOG

Sales are  generally  made  pursuant to purchase  orders  rather than  long-term
contracts. Backlog consists of purchase orders on hand generally having delivery
dates scheduled  within the next six months.  Order backlog at December 31, 1999
was $140.4 million as compared to $98.3 million at January 1, 1999 due to strong
orders received in the fourth quarter of fiscal 1999. Historically,  the effects
of  changes  and  cancellations  have  not  been  significant  to the  Company's
operations.  The Company expects to ship  substantially  all of its December 31,
1999 backlog in the first six months of fiscal 2000.

COMPETITION

The  industry  in  which  the  Company   competes  is  highly   competitive  and
characterized by increasing  customer demands for 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.
Increased  competition could result in price reductions,  reduced profit margins
and loss of market  share,  each of which could  adversely  affect the Company's
results  of  operations  and  financial   condition.   The  Company's  principal
competitors  include  Lucent  Technologies,  Delta  Product and Astec (BSR) plc.
Certain  of the  Company's  competitors  have also been  engaged  in merger  and
acquisition  transactions.  Such  consolidations  by  competitors  are likely to
create  entities with increased  market share,  customer  bases,  technology and
marketing  expertise,  sales force size, and/or  proprietary  technology.  These
developments may adversely affect the Company's ability to compete.

RESEARCH AND DEVELOPMENT

The Company  maintains  active research and development  departments,  which are
engaged  in the  modification  and  improvement  of  existing  products  and the
development of new products.  Expenditures  for research and development  during
fiscal  years 1999,  1998,  and 1997 were  approximately  $36.4  million,  $33.4
million, and $30.0 million, respectively. As a percentage of sales, research and
development  accounted for 6.1%,  6.3%, and 5.7% in fiscal years 1999,  1998 and
1997,  respectively.  Research and development  spending in absolute dollars has
increased in each of the past three years as the Company invested in new product
platforms to service the communications  industry. The Company believes that the
timely  introduction of new technology and products is an important component of
its competitive strategy.

EMPLOYEES

The Company presently employs approximately 4,600 full-time people. In addition,
the  Company   presently  has  approximately   3,300  temporary   employees  and
contractors a majority of whom is at its China facility.  The Company's  ability
to conduct its present and proposed  activities would be impaired if the Company
lost the services of a significant  number of its engineers and  technicians and
could not readily  replace them with  comparable  personnel.  Although  there is
demand  for  qualified  technical  personnel,  the  Company  has  not,  to date,
experienced  difficulty in attracting and retaining  sufficient  engineering and
technical  personnel to meet its needs. None of the Company's domestic employees
is covered by  collective  bargaining  agreements.  The  Company  considers  its
relations with its employees to be satisfactory.

ENVIRONMENTAL MATTERS

Compliance  with  federal,   state,  local  and  foreign  laws  and  regulations
regulating  the  discharge of materials  into the  environment  has not had and,
under present  conditions,  the Company does not  anticipate  that such laws and
regulations  will have a material  effect on the results of operations,  capital
expenditures, financial condition or competitive position of the Company.
                                       7
<PAGE>
ITEM 2.     PROPERTIES
            ----------
The Company currently occupies approximately 1,480,000 square feet of office and
manufacturing  space worldwide.  Approximately  37% of the space utilized by the
Company is owned  while 63% is  leased.  The  Company  maintains  the  following
facilities:
<TABLE>
<CAPTION>

                                                                           Approximate           Owned vs.
      Facility                      Primary Activity                      Square Footage          Leased
      --------                      ----------------                      --------------          ------
<S>                             <C>                                          <C>                   <C>
Boca Raton, FL                  Corporate Headquarters                         7,000               Leased
Broomfield, CO                  Manufacturing                                 81,000               Leased
Eden Prairie, MN                Engineering, Administration                   28,000               Leased
Edinburgh, Scotland             Engineering                                    4,000               Leased
Einsiedel, Germany              Manufacturing                                 28,400               Owned
Etten-Leur, Netherlands         Administration                                19,000               Leased
Framingham, MA                  Engineering, Administration                   25,000               Leased
Fremont, CA                     Engineering, Administration                   45,000               Leased
Hong Kong                       Manufacturing                                144,900               Owned
Huntington Beach, CA            Manufacturing                                 45,000               Leased
Kindberg, Austria               Manufacturing                                 75,000               Leased
Lincoln, CA                     Repair, Logistics                            515,000               Leased
Madison, WI                     Manufacturing                                 46,000               Owned
Oberhausen, Germany             Manufacturing                                 62,500               Owned
Redwood Falls, MN               Manufacturing                                117,000               Owned
Redwood Falls, MN               Manufacturing                                 71,000               Leased
Tatabanya, Hungary              Manufacturing                                 62,000               Owned
Vienna, Austria                 Engineering, Administration                   17,200               Leased
Youghal, Ireland                Manufacturing                                 86,000               Owned
</TABLE>

In addition to the above locations, the Company has leased sales offices located
in or near London,  England;  Paris,  France; and Munich,  Germany.  The Company
considers the  facilities  described in this Item to be adequate for its current
needs.  However,  the Company is in the process of  replacing  and/or  expanding
certain of its owned  facilities to increase  manufacturing  capacity to support
higher demand for its products and services.

ITEM 3.     LEGAL PROCEEDINGS
            -----------------
The Company is a party to various  legal  proceedings,  which have arisen in the
ordinary  course of  business.  While the  results  of these  matters  cannot be
predicted with certainty,  the Company believes that losses,  if any,  resulting
from the ultimate  resolution of these matters will not have a material  adverse
effect on the  Company's  consolidated  results  of  operations,  cash  flows or
financial position.
                                       8
<PAGE>

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 31, 1999.

ITEM 4A.    EXECUTIVE OFFICERS
            ------------------
Name                    Age       Position(s) with the Company
----                    ---       ----------------------------

Robert J. Aebli          64       President - Communication Products

Harvey Dewan             60       President - Global Manufacturing

Eoin Gilley              38       Managing Director - Europe Commercial

Hartmut Liebel           37       Corporate Treasurer

Joseph M. O'Donnell      53       Co-Chairman of the Board of Directors;
                                    President and Chief Executive Officer

John M. Steel            55       Vice President - Marketing and New
                                    Product Development, Director

Richard J. Thompson      50       Vice  President - Finance;  Chief  Financial
                                    Officer  and Secretary

Norman C. Wussow         54       President - North America Commercial

Robert J. Aebli was appointed President of the Company's  Communication Products
division in November 1993.

Harvey  Dewan was  appointed  President  of Global  Manufacturing  in  January
2000.  From December 1997 to December  1999, Mr. Dewan served as the Company's
President of North America and Asia  Manufacturing.  From February to December
1997,   Mr.  Dewan  was  Vice   President  of  Operations  for  the  Company's
Communication  Products  division.  From 1969 to April  1996,  Mr.  Dewan held
various positions with General Instruments Corporation,  most recently as Vice
President of Quality and General Manager.

Eoin Gilley was appointed Managing Director - Europe Commercial in January 2000.
Mr. Gilley joined the Company on February 2, 1998 as General  Manager - European
Operations  and was  appointed to the position of Managing  Director - Europe in
August   1998.   From  1995  to  early   1998,   Mr.   Gilley   served  as  Vice
President/General Manager Europe with Quarterdeck International Ltd.

Hartmut Liebel was appointed as the Company's  Corporate Treasurer in February
1998.  Prior to joining  the  Company,  Mr.  Liebel had been  employed by W.R.
Grace & Co., a global  specialty  chemical  supplier,  as Assistant  Treasurer
from 1995 to  December  1997 and as  Director  of  Financial  Risk  Management
during 1993 and 1994.

Joseph M.  O'Donnell  was  appointed  as Chairman of the Board of Directors in
February 1997 and as Co-Chairman of the Board  following the Company's  merger
with Zytec. Mr. O'Donnell has served as President and Chief Executive  Officer
of  the  Company  since  July  1994.  Mr.  O'Donnell  is a  Director  of  Boca
Research,  Inc.,  a  manufacturer  of  data  communications,   multimedia  and
networking products.

John M. Steel was  appointed to the position of Vice  President - Marketing  and
New  Product  Development  in  December  1997 and was  elected  to the  Board of
Directors  at that time.  Mr.  Steel was a  co-founder  of Zytec and had been an
officer and a director of Zytec since 1984.

Richard J. Thompson has served as Vice  President - Finance,  Chief  Financial
Officer,  and  Secretary  of the Company  since June 1990.  Mr.  Thompson is a
Director of Blue Wave Systems,  Inc., a manufacturer of  high-channel  Digital
Signal  Processing (DSP) subsystems used in  telecommunication  infrastructure
equipment.

Norman C. Wussow was  appointed  to the  position of  President - North  America
Commercial in June 1999.  From January 1998 through June 1999, Mr. Wussow served
as  Vice  President  of  Custom  Engineering  of  the  Company's  North  America
Commercial  division.   Mr.  Wussow  joined  Zytec  in  1993  and  held  various
engineering  positions,  most  recently  Vice  President of  Engineering,  until
December 1997, when Zytec merged with the Company.

                                       9
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

The common stock of the Company is traded on The Nasdaq Stock MarketSM under the
symbol ATSN. High and low sales prices by quarter for the Company's common stock
appear in Note 19 of the Company's  Notes to Consolidated  Financial  Statements
entitled "Selected Consolidated Quarterly Data" on page 42.

As of December 31, 1999, there were  approximately  12,818 Company  shareholders
consisting of record holders and individual  participants  in security  position
listings.

To date, the Company has not paid any cash  dividends on its capital stock.  The
Board of  Directors  presently  intends  to retain all  earnings  for use in the
Company's  business  and  does  not  anticipate  paying  cash  dividends  in the
foreseeable future.  However, on July 22, 1998, the Company's Board of Directors
authorized a share  repurchase  program to purchase up to 4.0 million  shares of
the  Company's  common  stock  in the  open  market  or in  privately-negotiated
transactions,  depending on market conditions and other factors.  As of December
31,1999,  the Company  repurchased  and retired  3,072,200  shares of its common
stock for a total of approximately $51.3 million in cash. Currently, the Company
maintains a $200 million  revolving  credit  facility,  which  contains  certain
restrictive covenants that, among other things,  require the Company to maintain
certain financial ratios and may limit the purchase, transfer or distribution of
the Company's assets.

                                       10

<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA
         The following table sets forth the selected financial information of
         the Company.

         For the Years Ended on the Friday Nearest December 31
         (Dollars in Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                                            1999          1998          1997          1996          1995
                                                          --------      --------      --------      --------      --------
         <S>                                              <C>           <C>           <C>           <C>           <C>
         RESULTS OF OPERATIONS
         Sales                                            $594,155      $532,392      $527,236      $435,731      $344,969
         Income from continuing operations                  43,362        27,044        31,882        29,555        16,483
              Per share - basic                               1.16          0.70          0.87          0.84          0.50
              Per share - diluted                             1.11          0.67          0.80          0.78          0.49
         Net income                                         43,362        27,044        29,820        30,059        17,598
              Per share - basic                               1.16          0.70          0.81          0.85          0.53
              Per share - diluted                             1.11          0.67          0.75          0.79          0.52

         FINANCIAL POSITION
         Working capital                                  $127,637      $120,970      $115,822      $ 92,029      $ 66,449
         Property, plant & equipment, net                   88,468        75,032        61,581        48,671        38,491
         Total assets                                      359,050       325,392       322,177       239,487       202,858
         Long-term debt and capital lease obligations       44,154        50,283        52,949        43,945        33,590
         Total debt                                         46,110        52,990        68,547        57,097        50,251
         Shareholders' equity                              199,912       181,088       162,676       117,006        82,889
         Total capitalization                              246,022       234,078       231,223       174,103       133,140

         FINANCIAL STATISTICS
         Selling, general and administrative expenses     $ 52,404      $ 54,548      $ 52,058      $ 42,232      $ 36,353
            - as a % of sales                                  8.8%         10.2%          9.9%          9.7%         10.5%
         Research and development expenses                  36,413        33,401        30,032        23,612        21,085
            - as a % of sales                                  6.1%          6.3%          5.7%          5.4%          6.1%
         Operating income                                   64,861        41,981        52,443        41,077        26,776
            - as a % of sales                                 10.9%          7.9%          9.9%          9.4%          7.8%
         Total debt as a % of total capitalization              19%           23%           30%           33%           38%
         Debt to equity ratio                                   23%           29%           42%           49%           61%
         Interest coverage ratio                             21.01         11.06         11.00          9.21          6.48

      OTHER DATA
         Capital expenditures                             $ 33,359      $ 26,795       $ 22,231     $  9,387      $ 10,046
         Depreciation and amortization                    $ 20,109      $ 16,898       $ 13,561     $ 10,287      $  7,606
         Common shares outstanding (000's)                  37,127        37,882         38,381       36,042        34,607
         Employees                                           4,628         4,290          4,219        3,519         2,870
         Temporary employees and contractors                 3,269         2,326          2,663        1,670         1,923
</TABLE>

         Data for fiscal years 1995 and 1996 have been restated to reflect the
         merger of Computer Products, Inc. and Zytec Corporation effective
         December 29, 1997, which was accounted for as a pooling-of-interests.

         Data for fiscal years 1995 and 1996 have been restated to give effect
         to the discontinued operations of RTP Corp. substantially all of the
         assets of which were sold on July 5, 1997.

                                       11
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

 BUSINESS COMBINATIONS

ZYTEC -- On December 29, 1997,  Computer Products,  Inc., the former name of the
Company  ("CPI"),  merged  with Zytec  Corporation  ("Zytec")  in a  transaction
whereby  Zytec  became a  wholly-owned  subsidiary  of CPI.  As a result  of the
merger,  each  share  of  Zytec's  common  stock,  no  par  value,   outstanding
immediately  prior to the merger was converted  into 1.33 shares of CPI's common
stock,  $0.01  par  value.  The  Zytec  shares  were  exchanged  for a total  of
approximately  14.1  million  shares  of CPI's  common  stock.  The  merger  was
accounted for as a  pooling-of-interests;  accordingly,  consolidated  financial
statements  presented  herein for periods prior to the merger have been restated
to include the combined results of operations, financial position and cash flows
of Zytec as though it had always been a part of CPI.

The restatement of the consolidated financial information combines the financial
information of CPI and Zytec giving  retroactive  effect to the merger as if the
two  companies  had  operated as a single  company  for all  periods  presented.
However, the two companies actually operated  independently prior to the merger,
and the historical changes and trends in the financial  condition and results of
operations of these two  companies  resulted from  independent  activities.  The
financial  information  presented for 1997 on a historical restated basis is not
necessarily indicative of the financial condition and results of operations that
may have been  achieved  in the past or will be  achieved  in the future had the
companies operated as a single entity for the periods  presented.  The following
discussion of the consolidated operations and financial condition of the Company
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements and related notes thereto included elsewhere herein.

THE ELBA  GROUP -- On July 22,  1997,  pursuant  to an  Agreement  on the  Sale,
Purchase  and  Transfer of Shares,  the  Company  acquired  all the  outstanding
capital stock of the following  affiliated  companies:  Elba Electric GmbH, Elba
Modul GmbH, Elba Elektronik AG, Elba Electronics Ltd.,  Elba-electric-produktion
s.r.o.,  Elba  Electronique  S.A.R.L.,  and KRP Power Source B.V.,  collectively
referred to as the Elba Group.

The purchase price of 52 million  Deutsche marks  (approximately  $28.5 million)
was paid in cash with proceeds from two  seven-year  term loans from First Union
National  Bank,  London  Branch.  On January 8, 1999, the term loans were repaid
from borrowings under the Company's new revolving credit facility (see Note 8).

Effective  December 11, 1998, the Company sold  Elba-electric-produktion  s.r.o.
(its Czech Republic division) to a third party for 20,000 Deutsche marks and the
repayment of the balance of an intercompany loan of approximately  $400,000.  In
addition, to eliminate duplicate facilities, the sales offices of the Elba Group
located in  Pfaffikon,  Switzerland;  Vaulx-Milieu,  France;  and  Chesterfield,
United  Kingdom  were  closed  during  1998.  Costs  related to such  facilities
closures were included in the  restructuring  charge  described in Note 6 of the
Notes to Consolidated Financial Statements.

BUSINESS ENVIRONMENT AND RISK FACTORS
The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and related notes as well as the section under the heading
"Risk Factors that May Affect Future  Results." 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.  The Company  wishes to 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 the Company's  other reports filed with the Securities and
Exchange Commission, could affect the Company's actual results and cause them to
differ materially from those in the forward-looking statements.
                                       12
<PAGE>
RESULTS OF OPERATIONS

1999 COMPARED TO 1998

Sales for 1999 increased 12% to $594.2  million from $532.4 million  reported in
1998.  Sales in 1999 have  increased  principally  as a result of higher  volume
shipments to major OEM customers in the networking and computing market sectors.

Orders for 1999 grew to $639.9  million  representing  a 22%  increase  over the
$526.5  million  received in 1998.  At December 31, 1999,  the  Company's  order
backlog was $140.4 million  compared to a backlog of $98.3 million at January 1,
1999.

Gross  profit  margin for 1999 was 25.9%  compared  to 25.8%  reported  in 1998.
Despite higher sales in 1999, gross margins were adversely impacted by increased
competitive  pricing involving high volume sales, by new product start-up costs,
and by a shift in sales mix to the Company's  high-volume but  lower-margin  OEM
customers compared to 1998.  Although the Company continues to focus on reducing
manufacturing  costs and  improving  overall  processes,  the  Company  does not
anticipate that in the reasonably  foreseeable  future gross profit margins will
vary significantly from the current level due to continuing  competitive pricing
pressures  and  changes in product  mix  partially  offset by  improved  cost of
purchased materials.

Operating  expenses  decreased to approximately  14.9% of sales in 1999 from the
17.9%  reported in 1998.  Operating  expenses  for 1998  include a $7.2  million
non-recurring charge related to the Company's 1998 restructuring plan. Excluding
the restructuring charge, operating expenses were 16.5% of sales in 1998.

Operating  income  increased  to 10.9% of sales from 7.9% in 1998 as a result of
slightly higher gross profit margins and lower operating expenses.

Selling,  general and  administrative  expenses were $52.4  million,  or 8.8% of
sales,  in 1999  compared to $54.5  million,  or 10.3% of sales,  in 1998.  This
decrease primarily reflects  efficiencies  gained from the Company's merger with
Zytec partially offset by expenses  associated with Year 2000 compliance and the
implementation  of  the  Company's  new  Enterprise  Resource  Planning  ("ERP")
computer information system. The Company continues to monitor operating expenses
and to  eliminate  excess  manufacturing  resources  wherever it seems  prudent.
However,  the Company expects to incur  additional  expenses in 2000 relating to
new  product  start-up  costs  and  to  depreciation  expense  and  other  costs
associated with the completion of the phased implementation of the ERP system.

Research and development expenses The Company continued its long-term commitment
to new products by investing  $36.4 million,  or 6.1% of sales,  in research and
development  activities during 1999 compared to $33.4 million, or 6.3% of sales,
in 1998. The Company believes that the timely introduction of new technology and
products is an important  component of its competitive  strategy and anticipates
future research and development  spending will not  significantly  differ in the
reasonably foreseeable future from its historical trend as a percentage of sales
of approximately 6%.

Provision  for income  taxes  decreased  to 31.4% of pretax  income in 1999 from
33.0% in 1998.  The  effective  tax rate was lower in 1999  primarily due to tax
planning  strategies  and to  the  mix of  earnings  and  income  tax  rates  of
international  subsidiaries.  For additional information regarding income taxes,
refer to Note 11 of the Company's Notes to Consolidated  Financial Statements on
pages 34-35.

Net income for 1999 was $43.4 million, or $1.11 per diluted share,  representing
a 60% improvement from the $27.0 million,  or $0.67 per diluted share,  reported
in 1998 which included one-time $9.6 million pre-tax restructuring and inventory
charges taken in the first quarter of 1998 as a result of the merger with Zytec.

                                       13
<PAGE>
1998 COMPARED TO 1997

Sales for 1998 improved modestly to $532.4 million compared to $527.2 million in
1997.  Lower demand from OEM  customers as a result of economic  turmoil in Asia
and South America, as well as widespread customer inventory reductions, hampered
growth  in  the  Company's  primary  market  sectors:   computing/mass  storage,
carrier/enterprise solutions, access and wireless infrastructure.

Orders for 1998 were  $526.5  million  compared  to $530.0  million in 1997.  On
January 1, 1999,  the  Company's  order  backlog was $98.3  million  compared to
$103.1 million on January 2, 1998.

Gross profit margin for 1998 was 25.8%  compared to 26.1% in 1997  primarily due
to the $2.4 million charge for the write-off of duplicate  product lines between
the merged companies  related to the Company's 1998  restructuring  plan further
described below. In addition,  material cost and plant  rationalization  savings
following the merger were offset by new product direct start-up costs.

Operating  expenses  increased to approximately  17.9% of sales in 1998 from the
16.1%  reported in 1997.  Operating  expenses  for 1998  include a $7.2  million
non-recurring charge related to the Company's 1998 restructuring plan. Excluding
the restructuring charge, operating expenses were 16.5% of sales in 1998.

Operating  income  decreased to 7.9% of sales from 9.9% in 1997,  as a result of
lower gross profit margins,  increased operating expenses, and restructuring and
related inventory charges.

Selling, general and administrative expenses were $54.5 million in 1998 compared
to $52.1 million in 1997  reflecting  the inclusion of a full year of operations
for Elba, which was acquired mid-year 1997, and various  integration  activities
following the merger.  Certain of these  additional costs were incurred to begin
implementation  of a new company-wide ERP information  system and to familiarize
the Company's employees,  customers,  suppliers and investors with the resources
of the new combined company, Artesyn Technologies.

Research and development  expenses  totaled $33.4 million,  or 6.3% of sales, in
1998  compared  to $30.0  million,  or 5.7% of  sales,  in 1997  reflecting  the
Company's  continued  investment  in new  product  development  for  its  global
communications customers.

Restructuring charge -- During the first quarter of 1998, the Company recorded a
$9.6 million pre-tax charge in connection with the Company's  restructuring plan
following  its merger with Zytec.  This amount is allocated in the  accompanying
Consolidated  Statements of Operations as follows: $7.2 million to Restructuring
Charge,  as further  described below,  and $2.4 million to Cost of Sales,  which
relates  principally to inventory  write-offs of duplicate  product  development
programs  which  were  underway  at CPI  and  Zytec  prior  to the  merger.  The
restructuring   charge  relates   primarily  to  the  elimination  of  duplicate
facilities in an effort to reduce costs  pursuant to the  Company's  integration
plan.  Specific  restructuring  actions included the closure of certain domestic
and foreign  manufacturing  and other  facilities  through the  consolidation of
manufacturing   operations  with   corresponding   personnel   reductions,   the
realignment  of  the  Company's   workforce  to  eliminate  duplicate  functions
particularly in administrative areas, and other related cost-savings actions.
Provision  for income  taxes  decreased  to 33.0% of pretax  income in 1998 from
35.5% in 1997.  The effective tax rate was lower in 1998  primarily due to lower
state income taxes following the merger.  Income from continuing  operations for
1998 was $27.0 million,  or $0.67 per diluted share,  compared to $31.9 million,
or $0.80  per  diluted  share,  in  1997.  Such  amounts  include  $9.6  million
restructuring  and  related  inventory  charges  in  1998  and  a  $3.0  million
merger-related charge in 1997.

Adoption of recent  accounting  pronouncements-  In 1998,  the  Company  adopted
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income" which requires  companies to report all changes in equity
during  a  period,   except  those  resulting  from  investment  by  owners  and
distributions to owners,  in a financial  statement for the period in which they
are recognized.  The Company has chosen to disclose  Comprehensive Income, which
encompasses  net income and foreign  currency  translation  adjustments,  in the
Consolidated  Statements of Shareholders'  Equity and Comprehensive  Income. The
fiscal year 1997  presentation has been  reclassified to conform to the SFAS 130
requirements.
                                       14
<PAGE>
In June 1997, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information" which
was adopted by the Company in 1998. SFAS 131 establishes standards for reporting
information about operating segments and related  disclosures about products and
services,   geographic  areas  and  major   customers.   The  fiscal  year  1997
presentation has been reclassified to conform to the SFAS 131 requirements.

In March 1998, the Accounting  Standards  Executive Committee released Statement
of Position 98-1, ("SOP 98-1"),  "Accounting for the Costs of Computer  Software
Developed  or  Obtained  for  Internal  Use."  SOP 98-1  requires  companies  to
capitalize certain costs of computer software developed or obtained for internal
use,  provided that those costs are not research and  development.  In 1998, the
Company  adopted the  guidelines  established  by SOP 98-1 in accounting for the
costs of computer software  developed or obtained for internal use in connection
with its implementation of the ERP system.


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1999,  the  Company's  cash and  equivalents  decreased to $37.6
million from $41.5  million on January 1, 1999 as cash on hand,  cash  generated
from  operations  and $10.0  million  proceeds  from  exercises of stock options
funded $31.9 million spent for repurchases of the Company's common stock,  $33.4
million  for  capital   expenditures,   and  $3.2  million  for  principal  debt
repayments.

Accounts  receivable  increased to $90.3 million at December 31, 1999 from $88.8
million at January 1, 1999 due primarily to higher sales volume in 1999 compared
to  1998  partially  offset  by  productive   collection  efforts.   Days  sales
outstanding, or DSO, in receivables decreased to 52 days for 1999 compared to 55
days for 1998. The Company continued to monitor credit and collection  processes
during 1999, which  contributed to improved  collection  periods,  especially in
Europe.

The  significant  increase in inventory  levels from $62.5 million at January 1,
1999 to $89.4  million  at  December  31,  1999 was  primarily  attributable  to
production  planning to meet manufacturing lead times,  increased  investment in
raw materials to mitigate some lengthening of component  procurement lead times,
expansion of  inventory  depots to better  service  customers,  and  anticipated
demand for new product introductions.  As a result, inventory turnover decreased
to 4.7 turns at December 31, 1999 compared to 6.4 turns at January 1, 1999.

Capital  expenditures for 1999 totaled $33.4 million primarily for the continued
upgrade  of  facilities  and  equipment  in  support  of the  Company's  current
operating  activities including $10.1 million related to the implementation of a
new ERP computer system.  Such capital  expenditures  were financed with cash on
hand  and  cash  generated  from  operations.   The  Company's  current  overall
commitment  to fully  implement  the ERP computer  system is  approximately  $25
million of which  approximately  $22 million is expected to be  capitalized  and
amortized and  approximately  $3 million is expected to be expensed as incurred.
ERP costs  incurred  from  inception to December 31, 1999 totaled  approximately
$20.8 million,  of which $19.8 million has been capitalized and $1.0 million was
expensed.

At December 31, 1999,  accounts  payable  increased  $8.0 million,  or 19%, from
January  1,  1999  due to  increases  in  capital  expenditures,  including  the
implementation  of the ERP  system,  and  materials  purchases  to  support  the
Company's growth in sales.

On July 22, 1998, the Company's Board of Directors authorized a share repurchase
program to purchase up to 4.0 million  shares of the  Company's  common stock in
the open market or in  privately-negotiated  transactions,  depending  on market
conditions  and other  factors.  During fiscal years 1999 and 1998,  the Company
repurchased and retired  1,860,700 and 1,211,500  shares,  respectively,  of its
common  stock for a total of  approximately  $31.9  million  and $19.4  million,
respectively. All of such repurchases were funded with cash from operations. The
Company expects to complete the share repurchase during the first half of fiscal
2000.

Cash  provided by  operations  increased  to $52.8  million in 1999 versus $44.1
million in 1998 and $38.8  million in 1997.  The increase in 1999 was  primarily
due to income from  operations  partially  offset by an increase in inventories,
accounts payable and accrued liabilities. The increase in 1998 was primarily due
to income from  operations,  excluding  the $7.2 million  pre-tax  restructuring
charge, and smaller increases in accounts receivable and inventories.
                                       15
<PAGE>
The Company used $30.2  million,  $24.6  million and $44.7  million in investing
activities in fiscal years 1999, 1998 and 1997,  respectively.  Net cash used in
investing  activities in 1999 primarily  reflects capital  expenditures of $33.4
million  partially  offset  by a  decrease  in other  long-term  assets  of $2.8
million.  The use of cash in fiscal 1998 reflects capital  expenditures of $26.8
million partially offset by $2.2 million proceeds from the sale of substantially
all of the assets of RTP Corp.  The use of cash in fiscal 1997 was due mainly to
the  acquisition  of the Elba Group for $26.2 million (net of cash acquired) and
increased purchases of property,  plant and equipment in line with the continued
upgrading of the Company's overseas manufacturing facilities.

Net cash used in financing  activities  in fiscal 1999 of $25.1  million  mainly
reflects the  repurchase  and  retirement  of 1,860,700  shares of the Company's
common stock for $31.9  million,  partially  offset by $10.0 million in proceeds
from stock option exercises.

Net cash used in financing  activities  in fiscal 1998 of $33.7  million  mainly
reflects:  (1) long-term debt principal repayments including $4.4 million on the
Company's  seven-year  term  loan,  $3.2  million  on its  6.9%  mortgage  note,
approximately  $7.6 million on the  Company's  Austrian  subsidiary's  revolving
loans and notes payable,  and $3.5 million in capital lease  principal  payments
and (2) repurchase and  retirement of 1,211,500  shares of the Company's  common
stock for $19.4 million, partially offset by $4.6 million in proceeds from stock
option exercises.

Net cash  provided  by  financing  activities  in fiscal  1997 of $27.1  million
reflects  borrowings  under the 52 million Deutsche mark term loans, net of debt
issuance  costs,  and $5.5 million  proceeds  from  exercises  of stock  options
partially  offset by $14.2 million  long-term  debt and capital lease  principal
repayments including $3.7 million on the Company's seven-year term loan

Effective  December  31,  1998,  the Company  entered  into a  revolving  credit
agreement with a syndicate of banks which provided a three-year,  multi-currency
$200 million credit facility. The revolving facility,  which expires on December
31, 2001, replaced the Company's previous $20 million credit line. The agreement
provides  for various  interest  rate  options on the  facility  based on London
Interbank  Offering Rates ("LIBOR") plus .625% and includes a fee of .20% on the
unused balance, both payable quarterly.  The agreement contains certain negative
covenants,  which are typical of an  agreement  of this size and  nature,  that,
among other things, require the Company to maintain certain financial ratios and
limit the purchase, transfer or distribution of the Company's assets. On January
8, 1999,  the Company's  then existing  term loans  totaling  $46.4 million were
repaid from borrowings  under this new revolving  credit  facility.  Any amounts
outstanding  under the facility  are due on December  31, 2001.  At December 31,
1999,  the Company had not repaid any portion of the $46.4  million  outstanding
under the facility,  and the Company has made no additional borrowings under the
facility.  The  Company  is in  compliance  in all  material  respects  with the
agreement's covenants.

Based on current plans and business  conditions,  the Company  believes that its
cash and equivalents, its available credit line, cash generated from operations,
and other  financing  activities  are  expected to be  adequate to meet  capital
expenditures,  working capital requirements,  debt and capital lease obligations
and operating lease commitments through 2000.


RECENT ACCOUNTING PRONOUNCEMENTS

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities".  SFAS  133  establishes  accounting  and
reporting standards for derivative instruments and for hedging activities.  SFAS
133 will  require  the  Company to record all  derivatives  as either  assets or
liabilities  in the  Consolidated  Statement of  Financial  Position and measure
those  instruments  at fair value.  The accounting for changes in the fair value
depends on the intended use of the derivative and the resulting designation. The
impact  of SFAS 133 on the  Company's  financial  statements  will  depend  on a
variety of factors,  including future interpretative guidance from the FASB, the
future level of forecasted and actual foreign currency transactions,  the extent
of the Company's hedging  activities,  the types of hedging instruments used and
the effectiveness of such instruments.  However, given the Company's current use
of derivatives and hedging  activities,  the Company does not believe the effect
of adopting SFAS 133 will be material to its consolidated financial statements.

                                       16
<PAGE>
In June 1999, the FASB issued SFAS 137,  "Accounting for Derivative  Instruments
and Hedging  Activities-Deferral  of the Effective Date of FASB Statement  133."
The Statement defers the effective date of SFAS 133 to fiscal 2001 at which time
adoption is planned.

In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101, "Revenue
Recognition,"  which provides  guidance on the  recognition,  presentation,  and
disclosure  of  revenue in  financial  statements  filed  with the SEC.  SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure related to revenue recognition  policies. We believe our
revenue recognition  practices are in conformity with the guidelines  prescribed
in SAB No. 101.

IMPACT OF YEAR 2000

The Year 2000 Issue was the result of computer  programs being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer  programs or  hardware  that have  date-sensitive  software or embedded
chips may  recognize  a date  using "00" as the year 1900  rather  than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

In 1999,  the  Company  formulated  a plan to  resolve  the Year 2000 Issue that
included the following phases: awareness,  assessment,  remediation, testing and
implementation.   The  plan  was   initiated   and  executed  to  prevent  major
interruptions  in the business due to Year 2000 problems using both internal and
external  resources to identify and correct  problems and to test for readiness.
Also, the Company queried its important  suppliers and customers regarding their
year 2000  remediation  activities  and  developed a  contingency  plan for both
external and internal  sources of  non-compliance.  As of December 31, 1999, all
phases were completed.

During 1998, the Company initiated the  implementation and installation of a new
ERP  system,  which was a planned  system  change and was not deemed  undertaken
solely for the Company to become Year 2000 compliant.  The Company completed the
replacement  of its  existing  internal  computer  systems  to a new  Year  2000
compliant  ERP  system   throughout   North   America  in  July  of  1999.   The
implementation  of the new Year 2000  compliant  ERP  system  for the  Company's
European and  Asia-Pacific  locations is scheduled  for  completion  by mid-year
2000.

The total cost incurred for all phases of the Year 2000  project,  excluding the
implementation  of the ERP system,  was  approximately  $3.0  million,  of which
approximately  $700,000 was incurred in 1998 and approximately  $2.3 million was
incurred in 1999. Of the total  amount,  approximately  $2.0 million  related to
equipment  purchases which was capitalized  and  approximately  $1.0 million was
expensed as incurred. These costs were funded through operating cash flows.

Since  January 1, 2000,  the  Company  has  experienced  no  disruptions  in its
business operations as a result of Year 2000 compliance problems and received no
reports of any Year 2000  compliance  issues  from  either  internal or external
sources.  Nonetheless,  some problems  related to Year 2000 risks may not appear
until  several  months after  January 1, 2000.  Year 2000 issues  could  include
problems  with the  Company's  own  products  and  services or with  third-party
products or  technology  that we use. The Company can provide no assurance  that
all supplier and customer Year 2000 compliance plans were successfully completed
in a timely manner,  although it is not currently  aware of any problems,  which
would significantly impact its operations.


CONVERSION TO THE EURO CURRENCY

On January 1, 1999, eleven of the fifteen member countries of the European Union
adopted the euro as their common legal currency and established fixed conversion
rates between  their  existing  sovereign  currencies  and the euro.  The legacy
currencies of the participating  European Union members will remain legal tender
in the  participating  countries for the transition  period from January 1, 1999
through January 1, 2002. Beginning January 1, 2002, the participating  countries
will issue new  euro-denominated  bills and coins for use in cash  transactions.
Legacy currencies will no longer be legal tender for any transactions  beginning
July 1, 2002, making  conversion to the euro complete.  The Company has begun to
assess and address the issues involved with the introduction of the euro. Issues
facing  the  Company  relating  to  the  euro  include:  converting

                                       17
<PAGE>
information  technology  systems;  reassessing  currency risk;  negotiating  and
amending licensing  agreements and contracts;  and processing tax and accounting
records.

The Company does not presently expect that introduction and use of the euro will
materially affect the Company's  foreign exchange and hedging  activities or the
Company's  use of  derivative  instruments.  While the Company will  continue to
evaluate  the impact of the euro's  introduction  over time,  based on currently
available information,  management does not believe that the introduction of the
euro currency  will have a material  adverse  impact on the Company's  financial
condition or overall trends in results of operations.

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

As noted above, the foregoing discussion may include forward-looking  statements
which involve risks and uncertainties.  In addition,  the Company has identified
the following  risk factors that could affect its actual  results and cause them
to differ materially from those in the forward-looking statements.

RISKS  RELATED TO NEW  PRODUCTS  The  markets  for the  Company's  products  are
characterized by rapidly changing  technologies,  increasing  customer  demands,
evolving industry  standards,  frequent new product  introductions  and, in some
cases,  short  product  life cycles.  The  development  of new,  technologically
advanced  products is a complex and uncertain  process  requiring high levels of
innovation and cost, as well as the accurate  anticipation of technological  and
market  trends.  There can be no assurance  that the Company  will  successfully
develop,  introduce or manage the transition of new products.  The failure of or
the delay in  anticipating  technological  advances or developing  and marketing
product   enhancements   or  new  products  that  respond  to  any   significant
technological  change  could have a  material  adverse  effect on the  business,
operating results and financial condition of the Company.

RELIANCE ON CUSTOMERS Sales to three customers  accounted for approximately 17%,
13% and 12%,  respectively,  of sales in 1999.  Decisions  by a small  number of
customers to defer their purchasing  decisions or to purchase products elsewhere
could have a material adverse effect on the business,  results of operations and
financial condition of the Company.

FLUCTUATIONS  IN  QUARTERLY   OPERATING  RESULTS   Recently,   the  Company  has
experienced  erratic  quarterly  growth  in  sales  partially  due to  customers
realigning  their inventory  needs and also partially  attributable to Year 2000
uncertainty. Due to the rapidly changing nature of the markets for its products,
as well as the  likelihood of increased  competition,  there can be no assurance
that the Company's  sales and operating  results will maintain their past growth
rates. If sales are below expectations in any given quarter,  the adverse impact
of any shortfall on the operating results of the Company may be magnified to the
extent the Company is unable to adjust spending to compensate for the shortfall.
Accordingly,  there can be no assurance that the Company will be able to sustain
profitability in the future, particularly on a quarter-to-quarter basis.

COMPETITION: INCREASED COMPETITION DUE TO INDUSTRY CONSOLIDATION The industry in
which the Company competes is highly competitive and characterized by increasing
customer demands for 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.  Increased  competition could result in price
reductions, reduced profit margins and loss of market share, each of which could
adversely  affect the Company's  results of operations and financial  condition.
The Company's principal  competitors include Lucent Technologies,  Delta Product
and Astec (BSR) plc.  Certain of the Company's major  competitors have also been
engaged  in  merger  and  acquisition   transactions.   Such  consolidations  by
competitors are likely to create entities with increased market share,  customer
bases,  proprietary technology and marketing expertise, and expanded sales force
size. These  developments may adversely affect the Company's  ability to compete
in such markets.
                                       18
<PAGE>
RISKS  RELATED TO GROSS  MARGIN  The  Company's  gross  margin  percentage  is a
function  of the  product mix sold in any  period.  Other  factors  such as unit
volumes,  heightened  price  competition,  changes in channels of  distribution,
shortages in components due to timely  supplies of parts from vendors or ability
to obtain items at reasonable  prices,  and availability of skilled labor,  also
may affect the cost of sales and the fluctuation in gross margin  percentages in
future periods.

RISKS  RELATED  TO BACKLOG  The  Company  has  attempted  to reduce its  product
manufacturing  lead times and its backlog of orders.  To the extent that backlog
is reduced during any particular period, it could result in more variability and
less  predictability  in the  Company's  quarter-to-quarter  sales and operating
results.  If manufacturing lead times are not reduced,  the Company's  customers
may cancel, or not place,  orders if shorter lead times are available from other
manufacturers

RISKS RELATED TO INTELLECTUAL  PROPERTY RIGHTS The Company currently relies upon
a  combination  of patents,  copyrights,  trade  marks and trade  secret laws to
establish and protect its  proprietary  rights in its products.  There can be no
assurance that the steps taken by the Company in this regard will be adequate to
prevent  misappropriation  of its  technology or that the Company's  competitors
will not independently develop technologies that are substantially equivalent or
superior to the  Company's  technology.  In  addition,  the laws of some foreign
countries do not protect the Company's proprietary rights to the same extent, as
do the laws of the United States. Although the Company continues to evaluate and
implement protective measures, there can be no assurance that these efforts will
be  successful  or that  third  parties  will not assert  intellectual  property
infringement claims against the Company.

RISKS RELATED TO  ACQUISITIONS  Acquisitions  of  complementary  businesses  and
technologies,  including technologies and products under development,  have been
an important  part of the  Company's  business  strategy.  Acquisitions  require
significant  financial  and  management  resources  both  at  the  time  of  the
transaction  and during the process of integrating  the newly acquired  business
into  the  Company's  operations.  The  Company's  operating  results  could  be
adversely affected if it is unable to successfully  integrate such new companies
into its  operations.  Future  acquisitions  by the Company could also result in
issuances  of  equity  securities  or the  rights  associated  with  the  equity
securities,  which  could  potentially  dilute  your  stakeholdings  and/or  the
Company's earnings per share. In addition,  future  acquisitions could result in
the incurrence of additional debt, or contingent  liabilities,  and amortization
expenses  related to goodwill and other intangible  assets.  These factors could
adversely affect the Company's future operating results and financial position.

DEPENDENCE ON SOLE SOURCE  SUPPLIERS As a result of the custom nature of certain
of the Company's  manufactured  products,  components used in the manufacture of
these  products  are  currently  obtained  from a limited  number of  suppliers.
Although  there are a limited  number of  manufacturers  of certain  components,
management  believes that other suppliers  could provide  similar  components on
comparable  terms.  A  change  in  suppliers,  however,  could  cause a delay in
manufacturing  and a  possible  loss of sales that  could  adversely  affect the
Company's future operating results and financial position.

RISKS RELATED TO  INTERNATIONAL  SALES  International  sales have been,  and are
expected to continue to be, an increasingly important component of the Company's
total  sales.  International  sales  are  subject  to  certain  inherent  risks,
including   unexpected   changes  in   regulatory   requirements   and  tariffs,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems  in  collecting   accounts   receivable  and  potentially  adverse  tax
consequences.  Other risks of  international  sales include  changes in economic
conditions  in the  international  markets  in  which  the  products  are  sold,
political and economic  instability,  fluctuations  in currency  exchange rates,
import and export controls, and the burden and expense of complying with foreign
laws. In addition, sales in developing nations may fluctuate to a greater extent
than  sales  to  customers  in  developed  nations,  as those  markets  are only
beginning to adopt new technologies and establish  purchasing  practices.  These
risks may adversely affect the operating results and financial  condition of the
Company.
                                       19
<PAGE>
RISKS RELATED TO GOVERNMENT  REGULATIONS AND PRODUCT CERTIFICATION The Company's
operations  are subject to laws,  regulations,  government  policies and product
certification  requirements  worldwide.   Changes  in  such  laws,  regulations,
policies or requirements  could affect the demand for the Company's  products or
result in the need to modify products,  which may involve  substantial  costs or
delays  in sales and  could  have an  adverse  effect  on the  Company's  future
operating results.

RISKS RELATED TO FOREIGN  MANUFACTURING  OPERATIONS  The Company  manufactures a
significant  amount of its products in foreign  locations.  Approximately 38% of
the Company's 1999 sales were from products  manufactured in  Asia-Pacific,  27%
from  products  manufactured  in  Europe  and the  remaining  35% from  domestic
operations.

The supply and cost of these  products  can be adversely  affected,  among other
reasons, by changes in foreign currency exchange rates, increased import duties,
imposition of tariffs, imposition of import quotas,  interruptions in sea or air
transportation and political or economic changes. From time to time, the Company
explores  opportunities  to diversify its sourcing and/or  production of certain
products to other low cost  locations or with other third  parties to reduce its
dependence on production in any one location. In addition, the Company has taken
necessary  measures,  including  insuring against certain risks, to mitigate its
exposure to potential  political and economic changes in Hong Kong and China. In
the  event of  confiscation,  expropriation,  nationalization,  or  governmental
restrictions in the above mentioned  foreign or other locations,  earnings could
be adversely  affected  from  business  disruption  resulting  in delays  and/or
increased costs in the production and delivery of products.

VOLATILITY  OF STOCK PRICE The market  price of the  Company's  common stock has
been, and, may continue to be, relatively volatile.  Factors such as new product
announcements  by the  Company,  its  customers  or its  competitors,  quarterly
fluctuations in operating  results,  challenges  associated with  integration of
businesses and general  conditions in the markets in which the Company competes,
such as a decline in industry growth rates, may have a significant impact on the
market price of the Company's common stock. These conditions, as well as factors
which  generally  affect the market for stocks of  technology  companies,  could
cause the price of the Company's  common stock to  significantly  fluctuate over
relatively short periods.

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

The  Company is  exposed to the impact of  interest  rate  changes  and  foreign
currency  fluctuations.  In the normal course of business,  the Company  employs
established  policies  and  procedures  to manage  its  exposure  to  changes in
interest  rates and  fluctuations  in the value of  foreign  currencies  using a
variety of derivative financial instruments.  The Company attempts to manage the
interest rate risk on its variable rate debt instruments through use of interest
rate swaps  pursuant to which the Company  exchanges  its floating rate interest
obligations  for  fixed  rates.   The  fixing  of  the  interest  rates  offsets
substantially  all of the  Company's  exposure  to the  uncertainty  of floating
interest rates during the term of the loans.

The Company has  significant  assets and operations in Europe and Asia and, as a
result, its financial performance could be affected by significant  fluctuations
in foreign exchange rates. To mitigate  potential adverse trends,  the Company's
operating  strategy  takes into  account  changes in  exchange  rates over time.
Accordingly,  the Company enters into currency  forward  contracts and purchased
option  contracts  to help protect the value of its  existing  foreign  currency
assets, liabilities,  commitments and anticipated foreign currency revenues. The
principal  currencies  hedged are the Japanese yen, the Deutsche  mark,  and the
euro.

It is the  Company's  policy to enter into foreign  currency  and interest  rate
transactions only to the extent  considered  necessary to meet its objectives as
stated above.  The Company does not enter into foreign currency or interest rate
transactions for speculative  purposes.  The amount of any gain or loss on these
contracts has not been material in the past and was not material for fiscal year
1999.
                                       20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        --------------------------------------------

STATEMENT OF MANAGEMENT RESPONSIBILITY
The  Company's  management is  responsible  for the  preparation,  integrity and
objectivity  of  the  consolidated  financial  statements  and  other  financial
information  presented in this Form 10-K. The accompanying  financial statements
have been prepared in conformity with generally accepted  accounting  principles
and reflect the effects of certain estimates and judgments made by management.

The Company's management maintains a system of internal control that is designed
to provide reasonable assurance that assets are safeguarded and transactions are
properly  recorded and executed in accordance with  management's  authorization.
The system is continuously monitored by direct management review and by internal
auditors who conduct an extensive program of audits throughout the Company.  The
Company selects and trains  qualified  people who are provided with and expected
to adhere to the Company's standards of business conduct. These standards, which
set forth the highest  principles  of  business  ethics and  conduct,  are a key
element of the Company's control system. Additionally, our independent certified
public  accountants,  Arthur Andersen LLP, obtain a sufficient  understanding of
the internal control structure in order to plan and complete the annual audit of
the Company's consolidated financial statements.

The Audit  Committee of the Board of Directors,  which  consists of five outside
directors,  meets  regularly  with  management,  the  internal  auditors and the
independent  certified  public  accountants  to  review  accounting,  reporting,
auditing and internal  control  matters.  The  Committee  has direct and private
access to both internal and external auditors.

JOSEPH M. O'DONNELL
Co-Chairman of the Board, President and Chief Executive Officer

RICHARD J. THOMPSON
Vice President, Finance and Chief Financial Officer


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Artesyn Technologies, Inc.:

We have audited the accompanying  consolidated statements of financial condition
of Artesyn  Technologies,  Inc. (a Florida  corporation)  and subsidiaries as of
December 31, 1999 and January 1, 1999, and the related  consolidated  statements
of operations,  shareholders' equity and comprehensive income and cash flows for
each of the three  fiscal years in the fiscal  period  ended  December 31, 1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the 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 consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Artesyn
Technologies, Inc. and subsidiaries as of December 31, 1999 and January 1, 1999,
and the results of their  operations  and their cash flows for each of the three
fiscal years in the fiscal  period ended  December 31, 1999 in  conformity  with
accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
  January 19, 2000.

                                   21
<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
                                                                      1999           1998           1997
                                                                   ---------------------------------------
         <S>                                                       <C>            <C>            <C>
         SALES                                                     $ 594,155      $ 532,392      $ 527,236
         COST OF SALES                                               440,477        395,273        389,703
                                                                   ---------------------------------------
         GROSS PROFIT                                                153,678        137,119        137,533
                                                                   ---------------------------------------
         EXPENSES
            Selling, general and administrative                       52,404         54,548         52,058
            Research and development                                  36,413         33,401         30,032
            Restructuring charge                                          --          7,189             --
            Merger-related charges                                        --             --          3,000
                                                                   ---------------------------------------
                                                                      88,817         95,138         85,090
                                                                   ---------------------------------------
         OPERATING INCOME                                             64,861         41,981         52,443
                                                                   ---------------------------------------
         OTHER INCOME (EXPENSE)
            Interest expense                                          (3,160)        (4,013)        (4,945)
            Interest income                                            1,509          2,396          1,943
                                                                   ---------------------------------------
                                                                      (1,651)        (1,617)        (3,002)
                                                                   ---------------------------------------
         INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES        63,210         40,364         49,441

         PROVISION FOR INCOME TAXES                                   19,848         13,320         17,559
                                                                   ---------------------------------------
         INCOME FROM CONTINUING OPERATIONS                            43,362         27,044         31,882

         DISCONTINUED OPERATIONS
            Loss from operations, net of tax benefit of $222              --             --           (333)
            Loss on disposal of RTP (including provision of
              $1,000 for operating losses during phase-out
              period), net of tax benefit of $1,152                       --             --         (1,729)
                                                                   ---------------------------------------
         NET INCOME                                                $  43,362      $  27,044      $  29,820
                                                                   =======================================
         EARNINGS PER SHARE
         BASIC
            Income from Continuing Operations                      $    1.16      $    0.70      $    0.87
            Discontinued Operations                                       --             --          (0.06)
                                                                   ---------------------------------------
            Net Income                                             $    1.16      $    0.70      $    0.81
                                                                   =======================================
         DILUTED
            Income from Continuing Operations                      $    1.11      $    0.67      $    0.80
            Discontinued Operations                                       --             --          (0.05)
                                                                   ---------------------------------------
            Net Income                                             $    1.11      $    0.67      $    0.75
                                                                   =======================================
         WEIGHTED SHARES OUTSTANDING
            Basic                                                     37,272         38,369         36,650
            Diluted                                                   38,999         40,635         40,654
</TABLE>

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

                                       22
<PAGE>

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
As of the Friday Nearest December 31
(Amounts in Thousands Except Share Data)

<TABLE>
<CAPTION>
                                                                                   1999           1998
                                                                                ------------------------
         <S>                                                                    <C>            <C>
         ASSETS
         CURRENT ASSETS
            Cash and equivalents                                                $  37,562      $  41,525
            Accounts receivable, net of allowance for doubtful accounts of
              $2,737 at December 31, 1999 and $1,875 at January 1, 1999            90,334         88,828
            Inventories                                                            89,370         62,460
            Prepaid expenses and other                                              5,263          4,832
            Deferred income taxes                                                   9,866          7,685
                                                                                ------------------------
              Total current assets                                                232,395        205,330
                                                                                ------------------------
         PROPERTY, PLANT & EQUIPMENT, NET                                          88,468         75,032
                                                                                ------------------------
         OTHER ASSETS
            Goodwill, net                                                          32,436         40,039
            Deferred income taxes                                                   3,573          2,682
            Other assets, net                                                       2,178          2,309
                                                                                ------------------------
              Total other assets                                                   38,187         45,030
                                                                                ------------------------
                                                                                $ 359,050      $ 325,392
                                                                                ========================
         LIABILITIES AND SHAREHOLDERS' EQUITY

         CURRENT LIABILITIES
            Current maturities of long-term debt and capital leases             $   1,956      $   2,707
            Accounts payable and accrued liabilities                              102,802         81,653
                                                                                ------------------------
              Total current liabilities                                           104,758         84,360
                                                                                ------------------------
         LONG-TERM LIABILITIES
            Long-term debt and capital leases                                      44,154         50,283
            Other long-term liabilities                                             4,819          4,974
         Deferred tax liabilities                                                   5,407          4,687
                                                                                ------------------------
              Total long-term liabilities                                          54,380         59,944
                                                                                ------------------------
              Total liabilities                                                   159,138        144,304
                                                                                ------------------------
         COMMITMENTS AND CONTINGENCIES (see Notes 8, 10 and 13)

         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;
              37,126,630 shares issued and outstanding at December 31, 1999
              (37,882,248 at January 1, 1999)                                         371            379
            Additional paid-in capital                                             94,465         85,018
            Retained earnings                                                     114,510         99,128
            Foreign currency translation adjustment                                (9,434)        (3,437)
                                                                                ------------------------
              Total shareholders' equity                                          199,912        181,088
                                                                                ------------------------
                                                                                $ 359,050      $ 325,392
                                                                                ========================
</TABLE>

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

                                       23
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                        1999          1998          1997
                                                                                      ------------------------------------
         <S>                                                                          <C>           <C>           <C>
         OPERATING ACTIVITIES
            Net income                                                                $ 43,362      $ 27,044      $ 29,820
            Adjustments to reconcile net income to net cash
             provided by operating activities:
              Depreciation and amortization                                             20,109        16,898        13,561
              Deferred income taxes                                                     (2,340)        1,042        (3,395)
              Provision for inventory writedown                                          9,436         6,407         4,963
              Provision for restructuring charge                                            --         7,189            --
              Other non-cash items                                                      (2,260)          720         2,473
            Changes in operating assets and liabilities:
              Increase in accounts receivable                                           (6,902)       (1,032)      (22,264)
              Increase in inventories                                                  (38,704)       (6,466)      (14,489)
              (Increase) decrease in prepaid expenses and other                           (321)           (1)        8,683
              Increase (decrease) in accounts payable and accrued liabilities           30,461        (7,659)       18,037
            Net cash provided by discontinued operations                                    --            --         1,423
                                                                                      ------------------------------------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                                      52,841        44,142        38,812
                                                                                      ------------------------------------
         INVESTING ACTIVITIES
            Purchases of property, plant & equipment                                   (33,359)      (26,795)      (22,231)
            Proceeds from sale of property, plant & equipment                              287            54         1,656
            Purchase of the Elba Group, net of cash acquired                                --            --       (26,186)
            Proceeds from sale of RTP Corp.                                                 --         2,150         2,000
            Decrease in other assets                                                     2,831            --            96
            Investing activities of discontinued operations                                 --            --           (32)
                                                                                      ------------------------------------
         NET CASH USED IN INVESTING ACTIVITIES                                         (30,241)      (24,591)      (44,697)
                                                                                      ------------------------------------
         FINANCING ACTIVITIES
            Proceeds from issuances of long-term debt                                   17,633            --        35,796
            Principal payments on debt and capital leases                              (20,794)      (18,968)      (14,163)
            Proceeds from revolving credit loans                                            --            --        14,726
            Payments on revolving credit loans                                              --            --       (14,726)
            Proceeds from exercises of stock options                                     9,980         4,640         5,511
            Repurchases of common stock                                                (31,912)      (19,379)           --
                                                                                      ------------------------------------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           (25,093)      (33,707)       27,144
                                                                                      ------------------------------------
         EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS                        (1,470)          289          (543)
                                                                                      ------------------------------------
         INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                    (3,963)      (13,867)       20,716
         CASH AND EQUIVALENTS, BEGINNING OF YEAR                                        41,525        55,392        34,676
                                                                                      ------------------------------------
         CASH AND EQUIVALENTS, END OF YEAR                                            $ 37,562      $ 41,525      $ 55,392
                                                                                      ====================================
         SUPPLEMENTAL CASH FLOW DISCLOSURES
           CASH PAID DURING THE YEAR FOR:
            Interest                                                                  $  2,926      $  3,511      $  4,754
            Income taxes                                                                10,045        12,442         9,213
           NONCASH INVESTING AND FINANCING ACTIVITIES:
            Fair value of assets acquired in connection with the Elba acquisition           --            --        35,000
            Liabilities assumed in connection with the Elba acquisition                     --            --         6,600
            Common stock issued from conversion of note (including debt
              issuance costs written off)                                                   --            --        11,386
            Tax benefit from exercises of stock options                                  3,391         5,011         3,163
            Equipment acquired through issuance of debt                                     --            --           736
            Property and equipment acquired through capital lease obligations               75         1,222         1,505
            Note receivable from sale of RTP Corp.                                          --            --         2,150

</TABLE>

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

                                       24
<PAGE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                                                         FOREIGN
                                                                              ADDITIONAL                 CURRENCY
                                                           COMMON STOCK        PAID-IN     RETAINED    TRANSLATION  COMPREHENSIVE
                                                        SHARES       AMOUNT    CAPITAL     EARNINGS     ADJUSTMENT     INCOME
                                                      ------------------------------------------------------------------------
         <S>                                          <C>          <C>        <C>          <C>          <C>          <C>
         BALANCE, JANUARY 3, 1997                     $  36,042    $   360    $  57,874    $  58,949    $    (177)
            Issuance of common stock                         21         --          146           --           --
            Issuance of common stock under stock
               option and employee purchase plans         1,151         12        5,499           --           --
            Tax benefit from exercises of stock
               options                                       --         --        3,163           --           --
            Conversion of convertible subordinated
               note (including debt issuance costs
               written off)                               1,167         12       11,374           --           --
            Net income                                       --         --           --       29,820           --    $  29,820
            Other comprehensive income - foreign
               currency translation adjustment, net
               of tax of $2,397                              --         --           --           --       (4,356)      (4,356)
                                                                                                                       -------
            Comprehensive income                                                                                     $  25,464
                                                      ---------------------------------------------------------------=========
         BALANCE, JANUARY 2, 1998                        38,381        384       78,056       88,769       (4,533)
            Issuance of common stock under stock
               option and employee purchase plans           713          7        4,633           --           --
            Tax benefit from exercises of stock
               options                                       --         --        5,011           --           --
            Repurchases and retirement of common
               stock                                     (1,212)       (12)      (2,682)     (16,685)          --
            Net income                                       --         --           --       27,044           --    $  27,044
            Other comprehensive income - foreign
               currency translation adjustment,
               net of tax of $539                            --         --           --           --        1,096        1,096
                                                                                                                       -------
            Comprehensive income                                                                                     $  28,140
                                                      ---------------------------------------------------------------=========
         BALANCE, JANUARY 1, 1999                        37,882        379       85,018       99,128       (3,437)
            Issuance of common stock under stock
               option plans                               1,105         11        9,969           --           --
            Tax benefit from exercises of stock
               options                                       --         --        3,391           --           --
            Repurchases and retirement of common
               stock                                     (1,860)       (19)      (3,913)     (27,980)          --
            Net income                                       --         --           --       43,362           --    $  43,362
            Other comprehensive income - foreign
               currency translation adjustment,
               net of tax of $2,745                          --         --           --           --       (5,997)      (5,997)
                                                                                                                       -------
            Comprehensive income                                                                                     $  37,365
                                                      ---------------------------------------------------------------=========
         BALANCE, DECEMBER 31, 1999                      37,127    $   371    $  94,465    $ 114,510    $  (9,434)
                                                      ===========================================================

</TABLE>

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

                                       25
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The  consolidated   financial   statements   include  the  accounts  of  Artesyn
Technologies,  Inc.  (formerly  named Computer  Products,  Inc.,  "CPI") and its
subsidiaries (collectively referred to as the "Company").  Intercompany accounts
and transactions  have been eliminated in  consolidation.  On December 29, 1997,
CPI completed a merger with Zytec Corporation ("Zytec") in a transaction whereby
Zytec became a wholly-owned  subsidiary of CPI (the "merger").  The consolidated
financial  statements  for all periods  presented  prior to the merger have been
restated as if the Company  operated as one entity since  inception.  The merger
has been accounted for as a pooling-of-interests as discussed in Note 5.

The Company received shareholder  approval at its annual  shareholders'  meeting
held in May 1998 to legally  change the Company's  corporate  name from Computer
Products, Inc. to Artesyn Technologies,  Inc. Since that date, the Company began
trading on The Nasdaq Stock MarketSM under the symbol ATSN.

FISCAL YEAR
The Company's  fiscal year ends on the Friday nearest December 31, which results
in a 52- or 53-week year. The fiscal years ended  December 31, 1999,  January 1,
1999 and January 2, 1998 are all comprised of 52 weeks.

CASH AND EQUIVALENTS
Only highly liquid  investments with original  maturities of 90 days or less are
classified as cash and equivalents. These investments are carried at cost, which
approximates market value.

INVENTORIES
Inventories are stated at the lower of cost, on a first-in,  first-out basis, or
market.

PROPERTY,  PLANT & EQUIPMENT
Property, plant and equipment is stated at cost. Depreciation is provided on the
straight-line  method over the estimated useful lives of the assets ranging from
three to 30 years or the lease terms,  if shorter.  Leasehold  improvements  are
recorded  at cost and are  amortized  using the  straight-line  method  over the
remaining  lease term or the economic useful life,  whichever is shorter.  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. The Company periodically evaluates whether events
and  circumstances  have  occurred  that may warrant  revision of the  estimated
useful  life of its  property,  plant and  equipment  or whether  the  remaining
balance of  property,  plant and  equipment  should be  evaluated  for  possible
impairment.  The Company uses an estimate of the related undiscounted cash flows
over the remaining life of the property,  plant and equipment in measuring their
recoverability.

GOODWILL
The excess of purchase price over net assets of companies  acquired  (goodwill),
which are accounted for under the purchase method,  is capitalized and amortized
on a  straight-line  basis over  periods  ranging  from 20 to 40 years.  Related
accumulated amortization was $11,911,000 and $9,701,000 at December 31, 1999 and
at  January  1,  1999,   respectively.   Amortization  expense  was  $2,210,000,
$2,257,000 and $1,550,000 in fiscal years 1999, 1998 and 1997, respectively. The
Company  periodically  evaluates whether events and circumstances  have occurred
that may warrant  revision of the  estimated  useful life of goodwill or whether
the remaining  balance of goodwill should be evaluated for possible  impairment.
The Company  uses an estimate  of the related  undiscounted  cash flows over the
remaining life of the goodwill in measuring its recoverability.

                                       26
<PAGE>
FOREIGN CURRENCY  TRANSLATION
The functional currency of the Company's European  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.  Income and expense items are translated  using average exchange rates for
the period.  The effect of exchange rate  fluctuations  on  translating  foreign
currency  assets and  liabilities  into US dollars is included in  shareholders'
equity.  Foreign  exchange  transaction  gains and  losses are  included  in the
results  of  operations.   The  functional   currency  of  the  Company's  Asian
subsidiaries  is  the  US  dollar,  as  their   transactions  are  substantially
denominated  in US  dollars.  Financial  exposure  may result from the timing of
transactions and the movement of exchange rates.

REVENUE RECOGNITION
The Company  recognizes  revenue as products  are shipped and title is passed to
the customer or as services are rendered by the Company.

PRODUCT  WARRANTY
The Company records  estimated product warranty costs in the period in which the
related sales are recognized.

INCOME TAXES
Income taxes  reflect the current and deferred tax  consequences  of events that
have been recognized in the Company's financial  statements or tax returns.  The
realization  of deferred tax assets is based on  historical  tax  positions  and
expectations about future taxable income.

EARNINGS PER SHARE
Basic earnings per share ("EPS") is calculated by dividing  income  available to
common shareholders by the weighted-average  number of common shares outstanding
during each period.  Diluted earnings per share includes the potential impact of
convertible  securities and dilutive common stock equivalents using the treasury
stock method of accounting.  The reconciliation of the numerator and denominator
of the EPS calculation is presented in Note 12.

COMPREHENSIVE  INCOME
In 1998,  the  Company  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, "Reporting  Comprehensive  Income" which requires companies to
report all  changes in equity in a financial  statement  for the period in which
they are  recognized,  except  those  resulting  from  investment  by owners and
distributions  to  owners.  The  Company  has chosen to  disclose  Comprehensive
Income,   which   encompasses  net  income  and  foreign  currency   translation
adjustments,   in  the  Consolidated  Statements  of  Shareholders'  Equity  and
Comprehensive Income. The fiscal year 1997 presentation has been reclassified to
conform to the SFAS 130 requirements.

USE OF ESTIMATES IN THE  PREPARATION OF FINANCIAL  STATEMENTS
The preparation of financial  statements in conformity  with 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 doubtful  accounts  receivable,  inventory  write-downs  for
potentially  excess  or  obsolete  inventory,  restructuring  charges,  warranty
reserves,  and the  amortization  period for intangible  assets.  Actual results
could differ from those estimates.  Management  periodically evaluates estimates
used  in  the   preparation   of  the   financial   statements   for   continued
reasonableness.  Appropriate adjustments, if any, to the estimates used are made
prospectively based on such periodic evaluation.
                                       27
<PAGE>
CONCENTRATION OF CREDIT RISK
Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist  principally  of  cash  and  equivalents,  trade  accounts
receivable and financial  instruments used in hedging activities.  The Company's
cash management and investment policies restrict investments to low-risk, highly
liquid securities,  and the Company performs periodic  evaluations of the credit
standing of the financial  institutions  with which it deals.  The Company sells
its products to customers in various  geographical  areas.  The Company performs
ongoing credit evaluations of its customers'  financial  condition and generally
does not require collateral. The Company maintains reserves for potential credit
losses, and such losses traditionally have been within management's expectations
and have not been  material in any year.  As of December 31, 1999 and January 1,
1999,  management  believes  the Company had no  significant  concentrations  of
credit risk.

ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative  Instruments and Hedging  Activities".  SFAS 133
establishes  accounting and reporting  standards for derivative  instruments and
for  hedging  activities.  SFAS 133 will  require  the  Company  to  record  all
derivatives  as either assets or liabilities  in the  Consolidated  Statement of
Financial  Position and measure those  instruments at fair value. The accounting
for changes in the fair value depends on the intended use of the  derivative and
the resulting  designation.  The impact of SFAS 133 on the  Company's  financial
statements will depend on a variety of factors,  including future interpretative
guidance  from the FASB,  the future  level of  forecasted  and  actual  foreign
currency transactions, the extent of the Company's hedging activities, the types
of hedging instruments used and the effectiveness of such instruments.  However,
given the  Company's  current use of  derivatives  and hedging  activities,  the
Company does not believe the effect of adopting SFAS 133 will be material to its
consolidated financial statements.

In June 1999, the FASB issued SFAS 137,  "Accounting for Derivative  Instruments
and Hedging  Activities-Deferral  of the Effective Date of FASB Statement  133."
The Statement defers the effective date of SFAS 133 to fiscal 2001 at which time
adoption is planned.

In December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101, "Revenue
Recognition,"  which provides  guidance on the  recognition,  presentation,  and
disclosure  of  revenue in  financial  statements  filed  with the SEC.  SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure related to revenue recognition  policies. We believe our
revenue recognition  practices are in conformity with the guidelines  prescribed
in SAB No. 101.

In March 1998, the Accounting  Standards  Executive Committee released Statement
of Position 98-1, ("SOP 98-1"),  "Accounting for the Costs of Computer  Software
Developed  or  Obtained  for  Internal  Use".  SOP 98-1  requires  companies  to
capitalize certain costs of computer software developed or obtained for internal
use,  provided that those costs are not research and  development.  In 1998, the
Company  adopted the  guidelines  established  by SOP 98-1 in accounting for the
costs of computer software  developed or obtained for internal use in connection
with the implementation of its ERP system.

RECLASSIFICATIONS
Certain prior years'  amounts have been  reclassified  to conform to the current
year's presentation.
                                       28
<PAGE>
2. INVENTORIES
The components of inventories are as follows ($000s):

                               1999        1998
                             -------------------
         Raw materials       $43,220     $30,737
         Work in process      12,475      10,097
         Finished goods       33,675      21,626
                             -------------------
         Inventories         $89,370     $62,460
                             ===================

3. PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment is comprised of the following ($000s):

                                                            1999         1998
                                                          ---------------------
         Land                                             $  2,189     $  2,509
         Buildings and fixtures                             18,435       18,136
         Machinery and equipment                           131,909      105,950
         Leasehold improvements                              5,292        4,816
         Equipment, furniture and leasehold
           improvements under capital leases                12,217       13,400
                                                          ---------------------
                                                           170,042      144,811
         Less accumulated depreciation and amortization     81,574       69,779
                                                          ---------------------
         Property, plant & equipment, net                 $ 88,468     $ 75,032
                                                          =====================

Depreciation   and  amortization   expense  was  $17,492,000,   $14,407,000  and
$11,525,000 in fiscal years 1999, 1998 and 1997, respectively.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are as follows
($000s):

                                                  1999         1998
                                                ---------------------
         Accounts payable                       $ 50,065     $ 42,025
         Accrued liabilities:
                  Compensation and benefits       16,661       13,543
                  Income taxes payable            17,334        8,296
                  Warranty reserve                 6,015        4,897
                  Commissions                      1,860        1,072
                  Restructuring reserve              571        2,795
                  Other                           10,296        9,025
                                                ---------------------
                                                $102,802     $ 81,653
                                                =====================

At December 31, 1999 and January 1, 1999,  other accrued  liabilities  consisted
primarily of accruals for professional fees,  consulting,  subcontracting  fees,
interest, and other taxes.

5. BUSINESS COMBINATIONS

ZYTEC -- On December 29, 1997, CPI completed the merger with Zytec by exchanging
approximately  14.1 million  shares of its common stock for all the  outstanding
common stock of Zytec.  Each share of Zytec was exchanged for 1.33 shares of the
Company's  common stock. In addition,  outstanding  Zytec employee stock options
were  converted  at the same  exchange  factor  into  options to  purchase up to
approximately  3.9 million shares of the Company's  common stock. All applicable
share  data have  been  retroactively  restated  in the  consolidated  financial
statements.
                                       29
<PAGE>

The merger constituted a tax-free reorganization and has been accounted for as a
pooling-of-interests  under Accounting  Principles Board Opinion ("APB") No. 16.
Accordingly,  consolidated  financial  statements  presented  herein for periods
prior to the merger  have been  restated  to  include  the  combined  results of
operations, financial position and cash flows of the merged companies.

There were no  transactions  between CPI and Zytec prior to the  combination and
certain adjustments were recorded in 1997 to conform Zytec's accounting policies
to the Company's  accounting  policies.  Differences in these practices prior to
1997 were  deemed not to be  material  to the  Company's  financial  statements.
Certain reclassifications were made to the Zytec financial statements to conform
to the Company's presentation.

Sales and earnings data for the separate  companies and the combined  amounts as
presented in the  consolidated  financial  statements are displayed in the table
below  ($000s).  Since the merger was effective on December 29, 1997,  the table
reflects  sales and earnings  data for the entire  fiscal year 1997.  Operations
from  December 29, 1997 to January 2, 1998 would not have had a material  impact
on the data presented for fiscal year 1997.

                SALES
                     Computer Products     $262,774
                     Zytec                  264,462
                                           --------
                     Combined              $527,236
                                           ========
                NET INCOME
                     Computer Products     $ 20,089
                     Zytec                    9,731
                                           --------
                     Combined              $ 29,820
                                           ========

In  connection  with the  merger,  in the fourth  quarter of 1997,  the  Company
recorded a charge to operating  expenses of $3.0 million for direct  transaction
costs  consisting   primarily  of  fees  for  investment   bankers,   attorneys,
accountants, financial printing and other related charges.

THE  ELBA  GROUP  -- On July 22,  1997,  the  Company  acquired  the Elba  Group
("Elba"), a European designer, manufacturer and marketer of a wide range of both
AC/DC and DC/DC power  conversion  products.  The Company  purchased Elba for 52
million  Deutsche  marks  (approximately  $28.5 million) in cash provided by two
seven-year term loans from a financial  institution.  At the  acquisition  date,
Elba had  design,  sales  and  manufacturing  organizations  in  Oberhausen  and
Einsiedel, Germany; Chomutov, Czech Republic; and Etten-Leur,  Netherlands. Elba
also had sales  offices in Pfaffikon,  Switzerland;  Vaulx-Milieu,  France;  and
Chesterfield, United Kingdom, which have since been closed by the Company.

The  acquisition  was  accounted  for under the purchase  method of  accounting.
Accordingly,  the excess of the purchase  price over the estimated fair value of
the net assets  acquired,  or  approximately  $21.5  million,  was  recorded  as
goodwill which is being amortized on a  straight-line  basis over a period of 20
years.  Elba's  results  of  operations  have  been  included  in the  Company's
consolidated  financial  statements from the date of acquisition.  The following
unaudited pro forma information  combines the consolidated results of operations
of the Company and Elba as if the  acquisition  had occurred at the beginning of
fiscal year 1997.

         UNAUDITED COMBINED PRO FORMA INFORMATION
         ($000S EXCEPT PER SHARE DATA)
                                                                  1997
                                                               ---------
             Sales                                             $ 540,545
             Income from Continuing Operations                    32,556
                 Per share - basic                                  0.89
                 Per share - diluted                                0.81
             Net Income                                           30,494
                 Per share - basic                                  0.83
                 Per share - diluted                                0.76

                                       30
<PAGE>

The unaudited pro forma results have been prepared for comparative purposes only
and include certain  adjustments,  such as additional  amortization expense as a
result of goodwill,  increased  interest  expense on the  acquisition  debt, and
related  income  tax  effects.  The  pro  forma  results  do not  purport  to be
indicative  of results  that would have  occurred  had the  combination  been in
effect for the period  presented,  nor do they purport to be  indicative of the
results that will be obtained in the future.

Effective  December 11, 1998, the Company sold  Elba-electric-produktion  s.r.o.
(its Czech Republic division) to a third party for 20,000 Deutsche marks and the
repayment of an intercompany loan with a balance of approximately  $400,000. The
results of operations of such division were not  significant  in relation to the
Company's consolidated  financial statements;  accordingly pro forma disclosures
have not been  presented.  In addition,  the sales offices located in Pfaffikon,
Switzerland;  Vaulx-Milieu, France; and Chesterfield, United Kingdom were closed
during 1998.  Costs  related to such  facilities  closures  were included in the
restructuring charge described in Note 6.

6. RESTRUCTURING
During the first quarter of 1998,  the Company  recorded a $9.6 million  pre-tax
charge in connection with the Company's  restructuring plan following its merger
with Zytec. This amount is allocated in the accompanying Consolidated Statements
of  Operations  as follows:  $7.2 million to  Restructuring  Charge,  as further
described below, and $2.4 million to Cost of Sales, which principally relates to
inventory  write-offs  of  duplicate  product  development  programs  which were
underway at CPI and Zytec prior to the merger. The restructuring  charge relates
primarily  to the  elimination  of duplicate  facilities  in an effort to reduce
costs pursuant to the Company's integration plan. Specific restructuring actions
included  the closure of certain  domestic and foreign  manufacturing  and other
facilities   through  the   consolidation  of   manufacturing   operations  with
corresponding  personnel reductions,  the realignment of the Company's workforce
to eliminate duplicate functions particularly in administrative areas, and other
related cost-savings actions.

The following  table  includes the  components of the  restructuring  charge and
related  charge for inventory  write-offs,  payments and other  activities as of
December  31,  1999,  and  the  remaining   restructuring   reserve  balance  of
approximately $571,000,  which is included in accrued liabilities as of December
31, 1999 ($000s):
<TABLE>
<CAPTION>
                                                    Employee
                                                  Termination       Asset         Facility     Product Line
                                                    Benefits      Write-offs      Closures   Rationalization
                                                  ----------------------------------------------------------
         <S>                                        <C>            <C>            <C>            <C>
         Restructuring provision /write-offs        $ 3,956        $ 1,231        $ 2,002        $ 2,411
         Cash payments                               (3,614)            --         (1,773)            --
         Non-cash activities                             --         (1,231)            --         (2,411)
                                                  ----------------------------------------------------------
         Reserve balance at December 31, 1999       $   342        $    --        $   229        $    --
                                                  ==========================================================
</TABLE>
Employee  termination  benefits  primarily  represent  severance  pay and  other
benefits   associated  with  the  elimination  of  approximately  390  positions
worldwide,  with  more  than 70% of the  eliminated  positions  coming  from the
rationalization of certain duplicate  manufacturing  locations and sales offices
in  Europe  and  the  remaining  30%  relating  to  duplicate   management   and
administrative  personnel.  The actual charges for employee termination benefits
and number of terminated positions approximated the original estimates.


The provision for the facility closures includes leasehold termination payments,
service contracts  obligations,  and other exit costs associated with facilities
closures  discussed  in Note 5. As a result  of such  facilities  closures,  the
Company evaluated whether related fixed assets (including  duplicate  management
information systems and unusable manufacturing and testing equipment) had become
impaired.  The Company used an estimate of the related  undiscounted  cash flows
over the  remaining  life of such  machinery  and  equipment in measuring  their
recoverability and determined that such assets were permanently  impaired.  As a
result, these fixed assets were written down to their net realizable value.
                                    31
<PAGE>

Cash payments for employee  termination  benefits and facility  closures totaled
$808,000 and 1,416,000, respectively for fiscal 1999.

With the exception of certain lease-related cash requirements (which are payable
through the first quarter of 2001), the remaining  anticipated cash payments are
expected to be made in the early part of fiscal year 2000.

7. DISCONTINUED OPERATIONS
On April 17, 1997,  the Company  announced its intention to sell its  Industrial
Automation division, RTP Corp. ("RTP"),  pursuant to a plan of disposal approved
by  the  Board  of  Directors.   Effective   July  5,  1997,  the  Company  sold
substantially all of the assets of RTP to RT Acquisition  Florida Corp. Proceeds
from the sale included $2.0 million cash, a subordinated unsecured one-year note
in the aggregate principal amount of approximately $2.2 million bearing interest
at the prime  rate,  and the  assumption  of  certain of RTP's  liabilities.  An
estimated  after-tax  loss on the sale of  approximately  $1.7  million  (net of
income tax benefit of  $1,152,000)  was  recorded  in the first  quarter of 1997
representing  the  estimated  loss on the  disposal  of RTP's net  assets  and a
pre-tax  provision  of  $1,000,000  for  expected  operating  losses  during the
phase-out period.  The actual loss on disposal  approximated the amount recorded
in the first quarter of 1997.

RTP's sales from  January 4, 1997  through its  disposal  date were  $4,793,000.
RTP's operating  results are shown separately as discontinued  operations in the
accompanying Consolidated Statements of Operations.

8. LINE OF CREDIT
Effective  December 31, 1998, the Company entered into a credit agreement with a
syndicate of banks which provided a new three-year,  multi-currency $200 million
credit facility. The new revolving facility, which expires on December 31, 2001,
replaced the Company's  previous $20 million credit line. The agreement provides
for various  interest  rate  options on the facility  based on London  Interbank
Offering  Rates  ("LIBOR")  plus .625% and  includes a fee of .20% on the unused
balance,  both payable  quarterly.  The agreement  contains certain  restrictive
covenants  that,  among other  things,  require the Company to maintain  certain
financial  ratios  and limit  the  purchase,  transfer  or  distribution  of the
Company's  assets.  The funds were to be used for the repayment of the Company's
existing $46.4 million term loans and for other general corporate  purposes.  On
January 8, 1999, the existing term loans were repaid from  borrowings  under the
new revolving credit facility.  As of December 31, 1999, the $46.4 million (then
valued at $42.3  million,  due to change in exchange  rate for the Deutsche mark
denominated borrowings as indicated in Note 9 below) was still outstanding,  and
the  Company  had made no  additional  borrowings  under  the  revolving  credit
facility.  In addition,  the Company was in compliance in all material  respects
with the  agreement's  covenants.  Any amounts  outstanding  under the revolving
facility are due on December 31, 2001.
                                     32
<PAGE>

9. LONG-TERM DEBT AND CAPITAL LEASES
Long-term and capital lease obligations consist of the following ($000s):
<TABLE>
<CAPTION>
                                                                     1999        1998
                                                                   -------------------
         <S>                                                       <C>         <C>
         Revolving loan facility, due 2001 (a)
           Deutsche mark denominated borrowings                    $26,888     $    --
           U.S. dollar denominated borrowings                       15,400          --
         3.625% long-term investment loan due July 1, 2002 (b)         396         611
         5.58% interest-bearing note (c)                                --      31,023
         7.5% interest-bearing note (d)                                 --      15,400
         Capital lease obligations (see Note 10)                     3,426       5,956
                                                                   -------------------
                                                                    46,110      52,990
         Less current maturities                                     1,956       2,707
                                                                   -------------------
         Long-term debt and capital leases                         $44,154     $50,283
                                                                   ===================
</TABLE>

                  (a) See Notes 8 and 17.

                  (b) Interest is payable at 3.625% through June 30, 2000 after
                      which it will be renegotiated. Principal payments are as
                      follows: 900,000 Austrian Schillings due semi-annually on
                      January 1 and July 1 of each year, with interest payable
                      annually.

                  (c) On July 15, 1997, the Company and one of its subsidiaries
                      entered into two separate unsecured seven-year term loans
                      with a bank providing an aggregate of 52 million Deutsche
                      marks. The term loans bear interest at LIBOR plus .75%
                      (see Note 17). Proceeds from the term loans were used to
                      finance the Elba Group acquisition on July 22, 1997 (see
                      Note 5). On January 8, 1999, the term loans were repaid
                      from borrowings under the Company's new revolving credit
                      facility (see Note 8).

                  (d) On April 4, 1995, the Company entered into an unsecured
                      credit agreement with a bank that provided for a $25
                      million seven-year term loan. Proceeds from the term loan
                      were used to redeem the Company's Debentures. The term
                      loan bears interest at LIBOR plus .75% (see Note 17). On
                      January 8, 1999, the term loan was repaid from borrowings
                      under the Company's new revolving credit facility (see
                      Note 8).

Maturities of long-term  debt,  including  amounts  borrowed under the revolving
facility  (which  has a  mandatory  repayment  date of  December  31,  2001) and
excluding  capital  lease  obligations,   are  as  follows:  $132,000  in  2000,
$42,420,000 in 2001, and $132,000 in 2002.

The fair value of the debt and capital  leases,  based upon discounted cash flow
analysis using current market interest rates, approximates its carrying value at
December 31, 1999.

10. LEASE OBLIGATIONS
Items under capital leases include  certain  equipment,  furniture and leasehold
improvements. The Company is also obligated under noncancelable operating leases
for  facilities  and  equipment  that expire at various  dates  through 2005 and
contain  renewal  options at  favorable  terms.  Future  minimum  annual  rental
obligations and noncancelable sublease income are as follows ($000s):
<TABLE>
<CAPTION>
                                                       Capital    Operating     Sublease
         Fiscal Year                                    Leases      Leases       Income
                                                       ---------------------------------
         <S>                                           <C>         <C>          <C>
         2000                                          $  2,063    $  8,749     $  2,342
         2001                                             1,468       8,314        2,561
         2002                                               108       8,030        2,561
         2003                                                64       7,359          427
         2004                                                49       6,642            -
         Thereafter                                           7       9,869            -
                                                       ---------------------------------
                                                          3,759    $ 48,963     $  7,891
                                                       =================================
         Less amount representing interest                 (333)
                                                       --------
         Present value of net minimum lease payments   $  3,426
                                                       ========
</TABLE>

                                       33
<PAGE>


Rental expense under  operating  leases  amounted to $8,886,000,  $8,269,000 and
$6,133,000 in fiscal years 1999,  1998 and 1997,  respectively.  Sublease income
was $2,192,000, $2,257,000 and $1,941,000 for fiscal years 1999, 1998, and 1997,
respectively.

A lease  liability  has been  recorded  for a leased  manufacturing  facility no
longer  deployed in the  Company's  operations.  Although  the facility is being
subleased,  the future lease obligations exceed future sublease income,  thereby
creating a loss contract.  The aggregate  minimum annual rental  obligations and
sublease  income  under this lease have been  included in the lease  commitments
table  presented  above.  The lease  liability  is  estimated  based on contract
provisions  and  historical  and current  market  rates.  This  estimate  can be
materially  affected by changes in market  conditions.  This lease  liability is
included in "other  long-term  liabilities"  in the  Consolidated  Statements of
Financial Condition and amounted to $4.4 million as of December 31, 1999.

11. INCOME TAXES
The components of the provision for income taxes on income from continuing
operations consist of the following ($000s):
<TABLE>
<CAPTION>
                                                1999          1998          1997
                                              ------------------------------------
         <S>                                  <C>           <C>           <C>
         Currently payable:
              Federal                         $ 14,168      $  8,872      $ 12,979
              State                              3,102         2,173         2,129
              Foreign                            4,918         1,233         5,846
                                              ------------------------------------
         Total current                          22,188        12,278        20,954
                                              ------------------------------------
         Deferred provision (benefit):
              Federal                           (2,193)       (2,252)       (3,019)
              State                               (313)         (251)          140
              Foreign                              166         3,545          (516)
                                              ------------------------------------
         Total deferred                         (2,340)        1,042        (3,395)
                                              ------------------------------------
         Total provision for income taxes     $ 19,848      $ 13,320      $ 17,559
                                              ====================================
</TABLE>

The exercise of nonqualified  stock options resulted in state and federal income
tax benefits to the Company  related to the  difference  between the fair market
price of the stock at the date of exercise  and the  exercise  price.  In fiscal
years 1999,  1998 and 1997, the provision for income taxes excludes  current tax
benefits of $3,391,000, $5,011,000, and $3,163,000, respectively, related to the
exercise of stock options credited directly to additional paid-in capital.

Income  taxes  have not  been  provided  on the  undistributed  earnings  of the
Company's foreign subsidiaries,  which approximated $89.7 million as of December
31, 1999, as the Company does not intend to repatriate such earnings.

The  components  of the  Company's  income  from  continuing  operations  before
provision for income taxes consist of the following ($000s):

                                                 1999        1998        1997
                                               -------     -------     -------
         U.S.                                  $35,373     $25,240     $28,626
         Foreign                                27,837      15,124      20,815
                                               -------     -------     -------
         Total income from continuing
            operations before income taxes     $63,210     $40,364     $49,441
                                               =======     =======     =======

The Company's  effective tax rate differs from the U.S. statutory federal income
tax rate due to the following:
<TABLE>
<CAPTION>
                                                                 1999         1998         1997
                                                               --------------------------------
         <S>                                                     <C>          <C>          <C>
         U.S. federal statutory tax rate                         35.0%        35.0%        35.0%
         Foreign tax effects                                     (8.3)        (1.3)        (2.3)
         Permanent items -non-deductible                          0.6          0.8          2.7
         Change in the valuation allowance                         --         (4.2)        (5.2)
         State income tax effect, net of Federal benefit          3.3          2.2          5.1
         Other                                                    0.8          0.5          0.2
                                                               --------------------------------
         Effective income tax rate                               31.4%        33.0%        35.5%
                                                               ================================
</TABLE>
                                      34
<PAGE>

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes.

Significant  components  of the  Company's  deferred tax assets and deferred tax
liabilities as of December 31, 1999 and January 1, 1999 are as follows ($000s):

                                                          1999        1998
                                                        -------     -------
                  DEFERRED TAX ASSETS
                  Lease liabilities                     $ 1,751     $ 1,751
                  Inventory reserves                      3,698       2,604
                  Other accrued liabilities               6,045       5,283
                  Allowance for bad debt                  1,132         696
                  Other                                     813          33
                                                        -------     -------
                           Deferred tax assets          $13,439     $10,367
                                                        =======     =======
                  DEFERRED TAX LIABILITIES
                  Depreciation                          $ 1,369     $ 1,708
                  Amortization of goodwill                  551         481
                  Other                                   3,487       2,498
                                                        -------     -------
                           Deferred tax liabilities     $ 5,407     $ 4,687
                                                        =======     =======

The valuation  allowance at January 2, 1998 included  approximately $3.2 million
related to the exercise of stock  options,  which was  recognized  during fiscal
1998 and was credited  directly to additional  paid-in capital.  During the year
ended  January  1,  1999,   the  valuation   allowance  was  eliminated  due  to
management's  belief that it was more likely than not that future taxable income
would be sufficient to utilize deferred tax assets.  In assessing the likelihood
of  utilization of existing  deferred tax assets,  management has considered the
historical results of operations and the current operating environment.

12. EARNINGS PER SHARE
The following data show the amounts used in computing earnings per share and the
effects  on income  and the  weighted-average  number  of shares of  potentially
dilutive  common stock.  The number of shares used in the calculation for fiscal
year 1997 was adjusted to reflect the  additional  shares of common stock issued
pursuant  to  the  merger  with  Zytec  at  a  conversion  ratio  of  1.33.  The
reconciliation  of the  numerator  and  denominator  of the EPS  calculation  is
presented below (000s except per share data):
<TABLE>
<CAPTION>
                                                              1999        1998        1997
                                                            -------     -------     -------
         <S>                                                <C>         <C>         <C>
         BASIC EPS
            Income from continuing operations               $43,362     $27,044     $31,882
                                                            -------     -------     -------
            Weighted average shares                          37,272      38,369      36,650
                                                            -------     -------     -------
            Per share - basic                               $  1.16     $  0.70     $  0.87
                                                            =======     =======     =======
         DILUTED EPS
            Income from continuing operations               $43,362     $27,044     $31,882
            Add: after-tax interest on convertible note          --          --         548
                                                            -------     -------     -------
                                                            $43,362     $27,044     $32,430
                                                            -------     -------     -------
            Weighted average shares                          37,272      38,369      36,650
            Effect of dilutive items:
            Stock options                                     1,727       2,266       2,837
            Convertible note                                     --          --       1,167
                                                            -------     -------     -------
                                                             38,999      40,635      40,654
                                                            -------     -------     -------
            Per share- diluted                              $  1.11     $  0.67     $  0.80
                                                            =======     =======     =======
         ANTIDILUTIVE WEIGHTED OPTIONS                          731         723         167
                                                            =======     =======     =======
</TABLE>

The above antidilutive  weighted options to purchase shares of common stock were
not included in computing  diluted earnings per share because their effects were
antidilutive for the respective periods.
                                       35
<PAGE>

13. COMMITMENTS AND CONTINGENCIES

GRANT AGREEMENTS
In prior years, the Company received grant  assistance,  under grant agreements,
from the Industrial Development Authority (" IDA") of Ireland in connection with
the Company's  establishment of its Irish  manufacturing  operations.  The funds
received reduced the cost of the facility and equipment and operating  expenses.
In October 1997, the Company entered into a new grant agreement  whereby the IDA
granted the sum of  approximately  $3.0 million to the Company in  consideration
for the Company providing employment for a given number of Irish citizens,  over
a  three-year  period.  As of  December  31,  1999,  the  Company  had  received
approximately  $230,000 of the $3.0 million grant.  The funds reduced  operating
expenses  incurred in connection with the expansion of the Company's  operations
in Ireland.  In the event of noncompliance  with certain terms and conditions of
the  above-mentioned  grant  agreements,  the  Company  may be required to repay
approximately  up to $2.0 million of funds  received to date from prior  grants.
Management believes that noncompliance with the agreements is unlikely.

LEGAL PROCEEDINGS
The Company is a party to various  legal  proceedings,  which have arisen in the
ordinary  course of  business.  While the  results  of these  matters  cannot be
predicted with certainty,  the Company believes that losses,  if any,  resulting
from the ultimate  resolution of these matters will not have a material  adverse
effect on the  Company's  consolidated  results  of  operations,  cash  flows or
financial position.

PURCHASE COMMITMENTS
The Company has  long-term  relationships  pertaining to the purchase of certain
raw materials with various  suppliers  through December 31, 2000. These purchase
commitments are not expected to exceed usage requirements.

14. STOCK REPURCHASES
On July 22, 1998, the Company's Board of Directors authorized a share repurchase
program to purchase up to 4.0 million  shares of the  Company's  common stock in
the open market or in  privately-negotiated  transactions,  depending  on market
conditions  and other  factors.  During fiscal years 1999 and 1998,  the Company
repurchased and retired  1,860,700 and 1,211,500  shares,  respectively,  of its
common  stock for a total of  approximately  $31.9  million  and $19.4  million,
respectively. All of such repurchases were funded with cash from operations. The
Company expects to complete the share repurchase during the first half of fiscal
2000. The excess of the cost of shares  repurchased over par value was allocated
to additional  paid-in  capital based on the pro rata share amount of additional
paid-in capital for all shares with the difference charged to retained earnings.

15. STOCK-BASED COMPENSATION PLANS

EMPLOYEE STOCK OPTION PLANS
Under the Company's  1981 Incentive  Stock Option Plan,  options were granted to
purchase up to 2,000,000 shares of the Company's common stock at prices not less
than the fair market value on the date of each grant. The options generally vest
at the  rate of 25% per year  beginning  one year  from the date of  grant.  The
options expire 10 years from the date of grant or three months after termination
of employment, if earlier. This plan was replaced by the 1990 Performance Equity
Plan ("PEP").

The  Company  established  the PEP  plan in 1990  under  which  it had  reserved
3,000,000   shares  of  common  stock  for  granting  of  either   incentive  or
nonqualified stock options to key employees and officers.  The Company increased
authorized  shares under the PEP plan to 5,950,000 in 1997.  Both  incentive and
nonqualified  stock  options  have been granted at prices not less than the fair
market value on the date of each grant as determined  by the Company's  Board of
Directors.  The maximum term of the options is 10 years,  although  some options
have been granted with a five-year term. Beginning with grants made in 1995, the
majority  of the options  become  exercisable  after the price of the  Company's
common stock achieves  certain levels for specified  periods of time or upon the
passage  of a certain  number of years from the date of grant.  For grants  made
prior to 1995,  options vest at the rate of 25% per year beginning one year from
the date of grant. As of December 31, 1999,  489,320 stock options were reserved
for future grants.
                                      36
<PAGE>

Outstanding  Zytec stock options as the date of the merger were converted to the
Company's  stock options.  The Zytec option  activity and share prices have been
restated,  for all  years  presented,  to the  Company's  equivalents  using the
exchange  ratio of 1.33  shares of the  Company's  common  stock to one share of
Zytec common stock.  Zytec options  generally  expire six years from the date of
grant, or three months after termination of employment, if earlier. Options vest
at the  rate of 20% per year  beginning  one year  from  the date of  grant.  No
additional  grants from the Zytec plans were  allowed to be made after  December
29, 1997.

OUTSIDE  DIRECTORS  STOCK  OPTION  PLANS
The Company  established  an Outside  Directors  Stock Option Plan in 1986 under
which it authorized and reserved  250,000 shares of common stock for granting of
nonqualified  stock options to directors of the Company who are not employees of
the Company at exercise  prices not less than the fair market  value on the date
of each grant. The plan was replaced by the 1990 Outside  Directors Stock Option
Plan under which the Company  initially  authorized and reserved 250,000 shares.
The Company increased the number of authorized shares under such plan to 500,000
in 1996 and to 1,000,000 in 1999.  Effective in 1996,  upon initial  election or
appointment  to the  Board  of  Directors  and  each  year  thereafter,  outside
directors  shall  receive an option to purchase  10,000  shares of common  stock
provided  that they own a given  number of shares of common stock of the Company
based on a formula set forth in the plan. The options granted under both Outside
Directors plans fully vest on the one-year  anniversary of the date of grant. As
of December 31, 1999, 430,000 stock options were reserved for future grants

The Company  applies APB No. 25,  "Accounting for Stock Issued to Employees" and
related   Interpretations  with  supplemental   disclosures  in  accounting  for
stock-based  compensation.  In accordance  with APB 25, as the exercise price of
the Company's  stock options equals the market price of the underlying  stock on
the date of grant, no compensation  cost has been recognized for its fixed stock
option plans. Pro forma information  regarding net income and earnings per share
is required by SFAS 123 "Accounting for Stock-Based  Compensation"  and has been
determined  as if the  Company  had  accounted  for  its  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:

                                        1999          1998         1997
                                     -------------------------------------
         Risk-free interest rate           5.5%          5.3%         6.2%
         Dividend yield                     --            --         --
         Expected volatility                67%           70%        63%
         Expected life               2.9 YEARS     2.7 years     3.2 years

The Company's pro forma information follows ($000s except per share data):

                              1999        1998        1997
                            -------------------------------
         NET INCOME
           As reported      $43,362     $27,044     $29,820
                            ===============================
           Pro forma        $36,680     $19,993     $24,028
                            ===============================
         EPS - BASIC
            As reported     $  1.16     $  0.70     $  0.81
                            ===============================
            Pro forma       $  0.98     $  0.52     $  0.66
                            ===============================
         EPS- DILUTED
            As reported     $  1.11     $  0.67     $  0.75
                            ===============================
            Pro forma       $  0.95     $  0.50     $  0.61
                            ===============================

The  effects  of  applying  SFAS  123 in  this  pro  forma  disclosure  are  not
necessarily indicative of future results.

                                      37
<PAGE>

The  following  table  summarizes  activity  under all plans for the years ended
1999, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                1999                      1998                     1997
                                                      --------------------------------------------------------------------------
                                                                    WEIGHTED-                 Weighted-                Weighted-
                                                                     AVERAGE                   average                  average
                                                                    EXERCISE                  Exercise                 Exercise
                                                        OPTIONS      PRICE       Options        price      Options       price
                                                      --------------------------------------------------------------------------
         <S>                                          <C>           <C>         <C>           <C>         <C>           <C>
         OPTIONS OUTSTANDING, BEGINNING OF YEAR        6,386,197    $  12.01     6,178,804    $  10.53     4,808,247    $   6.51
            Options granted                              909,055       22.99     1,266,000       16.61     2,876,493       14.99
            Options exercised                         (1,105,082)       9.03      (712,784)       6.49    (1,055,662)       4.43
            Options canceled                            (658,537)      13.46      (345,823)      13.91      (450,274)      10.36
                                                      --------------------------------------------------------------------------
         OPTIONS OUTSTANDING, END OF YEAR              5,531,633    $  14.30     6,386,197    $  12.01     6,178,804    $  10.53
                                                      ==========----------------==========----------------==========------------
         OPTIONS EXERCISABLE, END OF YEAR              2,858,549                 2,763,093                 1,947,762
                                                      ==========================================================================
           WEIGHTED-AVERAGE FAIR VALUE OF
             OPTIONS GRANTED DURING THE YEAR          $    10.96                $     7.88                $     6.87
                                                      ==========================================================================
</TABLE>
The following table summarizes  information  about stock options  outstanding at
December 31, 1999:
<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING           OPTIONS EXERCISABLE
                           ----------------------------------- ------------------------
                                         Weighted-
                                          Average
                                         Remaining   Weighted-               Weighted-
            Range of          Number    Contractual   Average    Number       Average
            Exercise       Outstanding    Life       Exercise  Exercisable   Exercise
            Prices         at 12/31/99   (Years)      Price    at 12/31/99    Price
         ------------     --------------------------------------------------------------
         <S>               <C>             <C>      <C>          <C>         <C>
         $2.25 -  4.88     1,095,258       2.41     $    3.58    918,182     $   3.51
          7.19 - 11.25       979,654       3.28          9.66    330,172         9.77
         11.63 - 15.75       573,300       4.33         14.35    254,196        14.19
         16.00 - 16.00     1,013,501       4.46         16.00    657,979        16.00
         16.44 - 21.25       951,984       6.58         18.66    620,988        18.66
         21.75 - 29.56       917,936       4.81         25.60     77,032        28.85
                           ---------                           ---------
         $2.25 - 29.56     5,531,633       4.25     $   14.30  2,858,549     $  12.03
                           =========                           =========
</TABLE>

EMPLOYEE STOCK PURCHASE PLANS
In May 1996,  the Company's  Board of Directors  established  an employee  stock
purchase plan that allows  substantially all employees to purchase shares of the
Company's  common  stock.  Under the terms of the plan,  eligible  employees may
purchase shares of common stock through the  accumulation of payroll  deductions
of at least 2% and up to 6% of  their  base  salary.  The  purchase  price is an
amount  equal to 85% of the market  price  determined  on the tenth  trading day
following each three-month  offering period. The Company's policy is to purchase
these shares on the open market rather than issue them from treasury; therefore,
the 15% employee discount is currently being recognized as compensation expense.
Such amounts were not significant in fiscal years 1999, 1998 and 1997. Employees
purchased 40,792, 51,997 and 17,864 shares in 1999, 1998 and 1997, respectively.

On October 9, 1996, Zytec's shareholders approved a stock purchase plan allowing
substantially all of Zytec's employees to purchase,  through payroll deductions,
newly issued shares of Zytec's common stock. The plan allowed Zytec's  employees
to purchase  common stock on a quarterly basis at the lower of 85% of the market
price at the  beginning or end of each  calendar  quarter.  Employees  purchased
71,742 shares in 1997 at purchase prices ranging from $9.03 to $22.41.  The plan
was terminated effective December 29, 1997. Under SFAS 123, compensation cost of
approximately  $286,000  was  recognized  in 1997  for  the  fair  value  of the
employees'  purchase rights,  which was estimated using the Black-Scholes  model
with the following  weighted-average  assumptions for 1997:  risk-free  interest
rate of 5.73%,  dividend  yield of 0%,  expected  volatility of 69% and expected
life of .25  years.  The  weighted-average  fair  value of the  purchase  rights
granted in 1997 was $5.03.
                                       38
<PAGE>

16. EMPLOYEE BENEFIT PLANS
The Company provides  retirement  benefits to its employees  through the Artesyn
Technologies,  Inc.  Employees' Thrift and Savings Plan (the "Plan"). As allowed
under  Section  401(k) of the  Internal  Revenue  Code,  the Plan  provides  tax
deferred   salary   deductions   for  eligible   employees.   The  Plan  permits
substantially  all United States employees to contribute up to 15% of their base
compensation (as defined) to the Plan, limited to a maximum amount as set by the
Internal  Revenue  Service.  The Company may, at the  discretion of the Board of
Directors, make a matching contribution to the Plan. Costs charged to operations
for matching contributions were approximately $1,462,000, $580,000 and $444,000,
respectively, for fiscal 1999, 1998, and 1997.

The Company also had a defined  contribution 401(k) plan covering  substantially
all domestic employees of the former Zytec. The Company's matching contributions
to the plan were based on employee  contributions  to the plan. Costs charged to
operations were $835,000 and $657,000,  respectively,  for fiscal 1998 and 1997.
Effective December 31, 1998, this plan was terminated and funds were transferred
into the Company's Employees' Thrift and Savings Plan.

During 1998,  the Company  established  a  noncontributory  profit-sharing  plan
covering  substantially  all North America  employees.  The Company  contributed
approximately $157,000 to such plan in 1998.

In  April  1996,  Zytec's  board  of  directors  established  a  noncontributory
profit-sharing  plan covering  substantially  all Zytec  employees.  The Company
contributed $1.3 million to such plan in 1997. Effective December 29, 1997, this
plan was terminated.

Substantially all employees of the Company's Austrian subsidiary are entitled to
benefit  payments  under a  severance  plan.  The  benefit  payments  are  based
primarily on the employees'  salaries and the number of years of service and are
paid upon the employees' voluntary retirement.  At December 31, 1999 and January
1, 1999,  the  Company had  recorded a liability  of  $1,080,000  and  $924,000,
respectively,  related to this severance  plan. The Company  recorded  $361,000,
$261,000,  and  $260,000 in  severance  expense  during  1999,  1998,  and 1997,
respectively.  The Company  has  invested  in  Austrian  bonds of  $332,000  and
$344,000 at December  31, 1999 and January 1, 1999,  respectively,  to partially
fund the severance plan as required by Austrian law.

17. DERIVATIVE FINANCIAL INSTRUMENTS

FOREIGN EXCHANGE INSTRUMENTS
The  Company  utilizes  derivative  financial  instruments,   including  foreign
currency purchased option contracts and forward  contracts,  to reduce financial
market risks.  These  instruments are principally used to hedge foreign currency
market exposures of underlying assets and liabilities.  The Company does not use
derivative  financial  instruments  for  speculative  or trading  purposes.  The
Company's  accounting  policies for these instruments are based on the Company's
designation  of such  instruments  as hedging  transactions.  The  criteria  the
Company uses for  designating an instrument as a hedge include the  instrument's
effectiveness  in  risk  reduction  and  a  one-to-one  matching  of  derivative
instruments  to underlying  transactions.  Gains and losses on currency  forward
contracts   that  are   designated   and  effective  as  hedges  of  anticipated
transactions,  for which a firm  commitment has been attained,  are deferred and
recognized  in income in the same period that the  underlying  transactions  are
settled.  Gains and losses on currency forward contracts that are designated and
effective as hedges of existing  transactions  are  recognized  in income in the
same period as losses and gains on the  underlying  transactions  are recognized
and generally offset.  Gains and losses on any instruments not meeting the above
criteria  are  recognized  in income  in the  current  period.  The risk of loss
associated  with purchased  option  contracts is limited to premium amounts paid
for the option contracts.  The risk of loss associated with forward contracts is
equal to the exchange rate differential from the time a contract is entered into
until the time it is settled.
                                     39
<PAGE>

The Company transacts business in various foreign currencies, primarily European
euro,  Deutsche mark and Japanese yen. The Company has established balance sheet
hedging programs to protect against reductions in value and volatility of future
cash flows caused by changes in foreign  exchange  rates.  At December 31, 1999,
the Company's  outstanding  notional amounts for currency forward  contracts and
purchased option contracts were  approximately  $27.2 million and $39.9 million,
respectively,  maturing  in three to twelve  months.  At January  1,  1999,  the
Company's  outstanding  notional  amount  for  currency  forward  contracts  was
approximately $12.8 million. The Company did not enter into any purchased option
contracts during fiscal 1998.

INTEREST RATE INSTRUMENTS
On July 14, 1997,  the Company  entered into two interest  rate swap  agreements
with  a  bank  pursuant  to  which  it  exchanged  its  floating  rate  interest
obligations on the aggregate 52 million  Deutsche marks notional  principal loan
amount for a fixed rate payment  obligation  of 5.58% per annum for a seven-year
period  beginning  August 1, 1997.  The fixing of the  interest  rates for these
periods offsets the Company's  exposure to the uncertainty of floating  interest
rates during the term of the loans. The  differential  paid or received on these
interest rate swaps is recognized as an adjustment to interest expense. Pursuant
to the Company  entering into the $200 million credit agreement with a syndicate
of banks,  on January 8, 1999, such swaps were amended to apply to $24.1 million
of  the  current   outstanding  balance  under  the  Deutsche  mark  denominated
borrowings (see Notes 8 and 9).

In May 1995, the Company  entered into an Interest Rate Collar  Agreement with a
bank,  which set  boundaries  for the interest  payment terms on its $25 million
term loan.  The agreement  placed a ceiling of 9.75% on the  Company's  floating
rate option in exchange  for the bank's  ability to elect a fixed rate option of
8.25%.  In June 1995, the bank  exercised its option to receive  interest at the
fixed rate for the remaining term of the loan. During 1997, the Company repriced
its 1995  seven-year  term loan to bear  interest at Libor plus .75% compared to
the  previous  rate set at Libor  plus  1.5%;  as a result,  the fixed  rate was
reduced to 7.5% from 8.25% for the remaining term of the loan. The  differential
paid or received on these  interest rate swaps is recognized as an adjustment to
interest expense.  Pursuant to the Company entering into the $200 million credit
agreement with a syndicate of banks,  on January 8, 1999,  such swap was amended
to apply to $11.0  million of the  current  outstanding  balance  under the U.S.
dollar denominated borrowings (see Notes 8 and 9).

The Company  enters into  various  other types of financial  instruments  in the
normal course of business.  Fair values for certain  financial  instruments  are
based on quoted market prices. For other financial instruments,  fair values are
based on the appropriate pricing models,  using current market information.  The
amounts ultimately realized upon settlement of these financial  instruments will
depend on actual market conditions during the remaining life of the instruments.
Fair values of cash and  equivalents,  accounts  receivable,  accounts  payable,
other  current  liabilities  and debt  reflected  in the  December  31, 1999 and
January 1, 1999  Consolidated  Statements  of  Financial  Condition  approximate
carrying value at those dates.
                                       40
<PAGE>

18.  BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
In June 1997,  the FASB  issued  SFAS 131,  "Disclosures  about  Segments  of an
Enterprise  and Related  Information"  which was adopted by the Company in 1998.
SFAS  131  establishes  standards  for  reporting  information  about  operating
segments and related  disclosures about products and services,  geographic areas
and major customers.

The  Company  operates  in  one  industry   segment   encompassing  the  design,
development,   manufacture,   sale  and  service  of  electronic   products  and
subsystems.  The  Company  sells  its  products  directly  to OEMs and also to a
network  of  industrial  and  retail  distributors  throughout  the  world.  The
Company's  principal markets are in the United States,  Europe and Asia-Pacific,
with the  United  States  and  Europe  being the  largest  based on  sales.  The
Company's principal market focus is on the communications industry. Sales are in
U.S. dollars and certain  European  currencies.  Intercompany  sales are in U.S.
dollars and are based on cost plus a reasonable profit.

As the Company operates and tracks its results in one operating segment, certain
disclosure requirements are not applicable.


Information about the Company's operations in different  geographical regions is
shown  below.  Sales are  attributed  to  geographical  areas  based on  selling
location,  and long-lived assets consist of property,  plant and equipment,  net
($000s):
                                               1999         1998         1997
                                             ----------------------------------
         SALES
              United States                  $408,717     $356,922     $339,506
              Austria                          96,583       83,261       80,136
              Ireland                          42,536       40,045       57,165
              Hong Kong/PRC                    33,389       31,443       39,753
              Other foreign countries          12,930       20,721       10,676
                                             ----------------------------------
                   Total sales               $594,155     $532,392     $527,236
                                             ==================================
         LONG-LIVED ASSETS
              United States                  $ 39,688     $ 36,841     $ 27,894
              Austria                           9,431        9,172        6,829
              Ireland                           5,842        6,157        6,309
              Hong Kong/PRC                    30,799       20,025       17,509
              Other foreign countries           2,708        2,837        3,040
                                             ----------------------------------
                   Total long-lived assets   $ 88,468     $ 75,032     $ 61,581
                                             ==================================

The following table includes sales to customers in excess of 10% of total sales:
1999 1998 1997
                                             ----------------------------------
              Customer  A                       17%         17%        15%
              Customer  B                       13%         10%         6%
              Customer  C                       12%         11%         9%
                                       41
<PAGE>
19. SELECTED CONSOLIDATED QUARTERLY DATA (UNAUDITED)
($000s Except Per Share Data)
<TABLE>
<CAPTION>
                                              FIRST          SECOND          THIRD         FOURTH
                                             QUARTER        QUARTER         QUARTER        QUARTER
                                          -----------------------------------------------------------
         <S>                              <C>             <C>             <C>             <C>
         FISCAL 1999
         Sales                            $   135,116     $   150,427     $   152,793     $   155,819
         Gross profit                          33,541          38,117          40,924          41,096
         Net income                             7,311          10,410          12,469          13,172
              Per share  - basic                 0.20            0.28            0.33            0.35
                         - diluted               0.19            0.27            0.32            0.34

         Stock price per common share
              High                              19.75           22.75           26.00           23.63
              Low                               11.81           12.00           18.13           15.00

         FISCAL 1998
         Sales                            $   147,178     $   121,824     $   124,582     $   138,808
         Gross profit                          35,810          32,422          34,033          34,854
         Net income                             3,236           6,175           8,000           9,633
              Per share  - basic                 0.08            0.16            0.21            0.25
                         - diluted               0.08            0.15            0.20            0.24

         Stock price per common share
              High                              26.63           26.88           19.25           19.63
              Low                               18.88           12.88           13.75           11.75
</TABLE>

Net  income  for the first  quarter  of 1998  includes  a $7.2  million  pre-tax
restructuring  charge  and a $2.4  million  charge  to  cost  of  sales  related
principally to inventory  write-offs of duplicate product  development  programs
following the merger with Zytec.

Quarterly  sales and gross profit amounts exclude sales and gross profits of RTP
Corp.,  which the Company  classified  as  discontinued  operations in the first
quarter of 1997.

Data in the above table are presented on a 13-week period.

The sum of the quarterly earnings per share amounts differs from those reflected
in the Company's  Consolidated  Statements of Operations due to the weighting of
common and common  equivalent shares  outstanding  during each of the respective
periods.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
        None.

PART III

ITEMS 10, 11, 12 AND 13.
The  information  called  for by that  portion  of Item 10 which  relates to the
Directors  of the  Company,  and by Item 11  (Executive  Compensation),  Item 12
(Security  Ownership of Certain  Beneficial  Owners and  Management) and Item 13
(Certain  Relationships  and Related  Transactions)  is  incorporated  herein by
reference  to the  Company's  definitive  proxy  statement  for the 2000  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  31,
1999.  That  portion of Item 10,  which  relates to  Executive  Officers  of the
Company appears as Item 4A of Part I of this Report.
                                       42
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K

(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
                  -----------                                             ----
         Report of Independent Certified Public Accountants                 21

         Consolidated Statements of Operations                              22

         Consolidated Statements of Financial Condition                     23

         Consolidated Statements of Cash Flows                              24

         Consolidated Statements of Shareholders' Equity and
           Comprehensive Income                                             25

         Notes to Consolidated Financial Statements                         26

    (2) FINANCIAL STATEMENT SCHEDULES

The following information is filed as part of this Form 10-K:
          Report of Independent Certified Public Accountants On Schedule    47

          Schedule II - Valuation and Qualifying Accounts                   48

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.

    (3) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

     EXHIBIT #   DESCRIPTION

         2.1      Agreement and Plan of Merger by and between Zytec Corporation,
                  Computer Products Inc. and CPI Acquisition Corp. dated as of
                  September 2, 1997 - incorporated by reference to Exhibit 2.1
                  of Registrant's Registration Statement on Form S-4 filed on
                  September 25, 1997.

         2.2      Agreement on the Sale, Purchase and Transfer of Shares dated
                  as of July 22, 1997 - incorporated by reference to Exhibit 2
                  of Registrant's Registration Statement on Form 8-K filed on
                  August 6, 1997.

         2.3      Agreement and Plan of Merger, dated August 23, 1996, by and
                  among Computer Products, Inc., JPS Acquisition Corp, Jeta
                  Power Systems Inc. and Jagdish C. Chopra - incorporated by
                  reference to Exhibit 10.50 of Registrant's Quarterly Report on
                  Form 10-Q for the quarterly period ended September 27, 1996.

         2.4      Asset Purchase Agreement among RT Acquisition Florida Corp.,
                  RTP Corp. and Computer Products Inc. dated as of July 5, 1997
                  - incorporated by reference to Exhibit 10.33 of Registrant's
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  July 4, 1997.

         3.1      Articles of Incorporation of the Company, as amended, on May
                  15, 1989 - incorporated by reference to Exhibit 3.1 of
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 28, 1989.

                                       43
<PAGE>

         3.2      By-laws of the Company, as amended, effective October 16, 1990
                  - incorporated by reference to Exhibit 3.2 of Registrant's
                  Registration Statement on Form S-4, filed with the Commission
                  on September 25, 1997, as amended.

         3.3      Articles of amendment to articles of incorporation of the
                  Company - incorporated by reference to Exhibit 3.1 of
                  Registrant's Current Report on Form 8-K filed on May 6, 1998.

         3.4      Articles of amendment to articles of Incorporation of the
                  Company, 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 the Company 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 Commission on December 22, 1998.

         10.1     Grant Agreement, dated June 19, 1981, as supplemented, by and
                  among the Industrial Development Authority of Ireland, Power
                  Products Ltd. and Computer Products, Inc. - incorporated by
                  reference to Exhibit 10.2 of Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1982.

         10.2     Indenture between Industrial Development Authority of Ireland
                  and Power Products Ltd. - incorporated by reference to Exhibit
                  10.3 of Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1982.

         10.3     Lease for facilities of Boschert, Incorporated located in
                  Milpitas, California - incorporated by reference to Exhibit
                  10.14 of Registrant's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 1986.

         10.4     Letter Amendment to Lease for facilities of Boschert,
                  Incorporated, dated January 9, 1991 located in Milpitas,
                  California - incorporated by reference to Exhibit 10.8 of
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 28, 1990.

         10.5     Sublease for facilities of Boschert, Incorporated located in
                  Milpitas, California - incorporated by reference to Exhibit
                  10.8 of Registrant's Annual Report on Form 10-K for the fiscal
                  year ended January 1, 1988.

         10.6     Sublessee Estoppel Certificate to Sublease for facilities of
                  Boschert, Incorporated, dated February 4, 1991, located in
                  Milpitas, California - incorporated by reference to Exhibit
                  10.10 of Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 28, 1990.

         10.7     Asset Purchase Agreement, dated as of January 1, 1992, by and
                  among Computer Products, Inc., HC Holding Corp. and Heurikon
                  Corporation including exhibits and schedules thereto -
                  incorporated by reference to Exhibit 2 of Registrant's Current
                  Report on Form 8-K, filed with the Commission on January 20,
                  1992.

         10.8     Contract to Purchase between Computer Products, Inc. and Sauk
                  Enterprises dated December 23, 1991 for the premises located
                  at 8310 Excelsior Drive, Madison, Wisconsin - incorporated by
                  reference to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 1992.

         10.9     Lease for facilities of the executive offices located in Boca
                  Raton, Florida - incorporated by reference to Exhibit 10.23 of
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 30, 1988.

                                       44
<PAGE>

         10.10    1990 Performance Equity Plan - incorporated by reference to
                  Exhibit 10.26 of Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 28, 1990.

         10.11    1990 Outside Directors' Stock Option Plan - incorporated by
                  reference to Exhibit 10.27 of Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 28, 1990.

         10.12    Manufacturing and Development Agreement dated March 16, 1992,
                  between Computer Products, Inc. and Analogic Corporation -
                  incorporated by reference to Exhibit 10.30 of Registrant's
                  Annual Report on Form 10-K for the fiscal year ended January
                  3, 1992.

         10.13    License Agreement dated March 16, 1992, between Computer
                  Products, Inc. and Analogic Corporation - incorporated by
                  reference to Exhibit 10.31 of Registrant's Annual Report on
                  Form 10-K for the fiscal year ended January 3, 1992.

         10.14    Asset Purchase Agreement between Computer Products, Inc.,
                  Tecnetics Incorporated, Miller Acquisition Corporation and
                  certain former managers of Tecnetics Incorporated -
                  incorporated by reference to Exhibit 10.29 of Registrant's
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  April 3, 1992.

         10.15    Manufacturing License and Technical Assistance Agreement
                  between Heurikon Corporation and Lockheed Sanders, Inc. dated
                  January 31, 1992 - incorporated by reference to Exhibit 10.34
                  of Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended July 3, 1992.

         10.16    Star MVP Domestic Terms and Conditions of Sale Between
                  Heurikon Corporation and Lockhead Sanders, Inc. dated March
                  18, 1992 - incorporated by reference to Exhibit 10.35 of
                  Registrant's Quarterly Report on Form 10-Q for the quarterly
                  period ended July 3, 1992.

         10.17    DSP32C VME Board License Agreement between Heurikon
                  Corporation and American Telephone and Telegraph Company dated
                  October 28, 1991 - incorporated by reference to Exhibit 10.36
                  of Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended July 3, 1992.

         10.18    Software License agreement between Heurikon Corporation and
                  American Telephone and Telegraph Company dated October 28,
                  1991 - incorporated by reference to Exhibit 10.37 of
                  Registrant's Quarterly Report on Form 10-Q for the quarterly
                  period ended July 3, 1992.

         10.19    Employment Agreement, dated June 29, 1994, by and between
                  Computer Products, Inc. and Joseph M. O'Donnell - incorporated
                  by reference to Exhibit 10.41 of Registrant's Quarterly Report
                  on Form 10-Q for the quarterly period ended July 1, 1994.

         10.20    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

         10.21    1996 Employee Stock Purchase Plan - incorporated by reference
                  to Exhibit 10.45 of Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 29, 1995.

         10.22    1990 Performance Equity Plan as amended - incorporated by
                  reference to Exhibit 10.46 of Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 29, 1995.

         10.23    1990 Outside Directors Stock Option Plan, restated as of
                  January 25, 1996 - incorporated by reference to Exhibit 10.47
                  of Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 29, 1995.

                                       45
<PAGE>

         10.24    1996 Executive Incentive Plan - incorporated by reference to
                  Exhibit 10.48 of Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 29, 1995.

         10.25    Executive Stock Ownership plan - incorporated by reference to
                  Exhibit 10.49 of Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 29, 1995.

         10.26    Agreement by and between Oates Business Park and the Company
                  dated May 1, 1995 regarding the leasing of certain premises
                  and real property located in Lincoln, California -
                  Incorporated by reference to Exhibit 10.26 to Form 10-K of
                  Zytec Corporation for the year ended December 31, 1995 (File
                  No. 0-22428).

         10.27    Agreement and Addendum by and between Buzz Oates Enterprise
                  and the Company dated September 15, 1995, as amended December
                  8, 1995, and as second amended March 8, 1996, and as third
                  amended May 14, 1996, and as fourth amended November 8, 1996,
                  regarding the leasing of certain premises and real property
                  located in Lincoln, California - Incorporated by reference to
                  Exhibit 10.19 to Form 10-K of Zytec Corporation for the year
                  ended December 31, 1996.

         10.28    Agreement by and between Superior Investments I, Inc. and the
                  Company dated January 22, 1996 regarding the leasing of
                  certain premises and real property located in Broomfield,
                  Colorado - Incorporated by reference to Exhibit 10.27 to Form
                  10-K of Zytec Corporation for the year ended December 31,
                  1995. (File No. 0-22428).

         10.29    Rental Agreement by and between Schrack Elektronik
                  Aktiengesellschaft and IMMORENT-Weiko Grundverwertungsge-
                  sellschaft m.b.H. dated March 14, 1985 (English translation)
                  regarding the leasing of certain real property located in
                  Kindberg, Austria - Incorporated by reference to Exhibit 10.70
                  to Zytec Corporation's Registration Statement on Form S-1
                  (File No. 33-68822).

         10.30    Real Estate Lease Agreement by and between IMMORENT - Weiko
                  Grundverwertungsge-sellschaft m.b.H. and Schrack Elektronik
                  Aktiengesellschaft dated December 16, 1984 (English
                  translation) regarding the leasing of certain real property
                  located in Kindberg, Austria - Incorporated by reference to
                  Exhibit 10.71 to Zytec Corporation's Registration Statement on
                  Form S-1 (File No. 33-68822).

         10.31    Lease (Rental) Agreement by and between Schrack Telecom AG and
                  Schrack Power Supply Gesellschaft m.b.H. dated February 19,
                  1991 (English translation) regarding the leasing of certain
                  property located in Kindberg, Austria - Incorporated by
                  reference to Exhibit 10.72 to Zytec Corporation's Registration
                  Statement on Form S-1 (File No. 33-68822).

         10.32    Sublease (Subrental) Agreement by and between Schrack Power
                  Supply Gesellschaft m.b.H. and Schrack Power Supply
                  Gesellschaft m.b.H. dated February 14, 1991 (English
                  translation) regarding the leasing of certain property located
                  in Kindberg, Austria - Incorporated by reference to Exhibit
                  10.73 to Zytec Corporation's Registration Statement on Form
                  S-1 (File No. 33-68822).

         10.33    Sublease (Subrental) Agreement by and between Schrack Power
                  Supply Gesellschaft m.b.H. and Schrack Telecom AG dated
                  February 14, 1991 (English translation) regarding the leasing
                  of certain property located in Kindberg, Austria -
                  Incorporated by reference to Exhibit 10.74 to Zytec
                  Corporation's Registration Statement on Form S-1 (File No.
                  33-68822).

         10.34    Third Addendum to Lease Agreement between Zytec Corporation
                  and Superior Investments I, Inc. dated May 23, 1997 -
                  Incorporated by reference to Exhibit 10.2 to Form 10-Q of
                  Zytec Corporation for the quarter ended June 29, 1997.

                                       46
<PAGE>

         10.35    Fourth Addendum to Lease Agreement between Zytec Corporation
                  and Superior Investments I, Inc. dated June 27, 1997-
                  Incorporated by reference to Exhibit 10.3 to Form 10-Q of
                  Zytec Corporation for the quarter ended June 29, 1997.

         10.36    Credit Agreement among Artesyn Technologies, Inc., certain of
                  its subsidiaries, ABN AMRO Bank N.V., as Administrative Agent
                  and Co-Arranger, First Union National Bank, as Syndication
                  Agent and Co-Arranger, NationsBank, N.A., as Co-Agent, dated
                  as of December 31, 1998 - Incorporated by reference to Exhibit
                  1 of the Registrant's Current Report on Form 8-K, filed with
                  the Commission on December 31, 1998.

         10.37    1990 Outside Directors Stock Option Plan as amended March 8,
                  1999 - Incorporated by reference to Exhibit 4.1 of
                  Registrant's Registration Statement on Form S-8 filed with the
                  Commission on August 13, 1999.

         10.38    Outside Directors' Retirement Plan effective October 17, 1989,
                  as amended January 25, 1994, August 15, 1996, January 29, 1998
                  and October 28, 1999, filed herewith.

         21       List of subsidiaries of the Registrant.

         23       Consent of Arthur Andersen LLP.

         27       Financial data schedule.

         (b)      REPORTS ON FORM 8-K

         During the thirteen-week period ended December 31, 1999, the Company
         did not file any reports on Form 8-K.


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE

To Artesyn Technologies, Inc.:

We have audited in accordance with auditing standards  generally accepted in the
United States, the consolidated  financial  statements of Artesyn  Technologies,
Inc. and have issued our reports thereon dated January 19, 2000. Our audits were
made for the  purpose of forming  an  opinion  on those  consolidated  financial
statements  taken  as a whole.  The  schedule  listed  in Item  14(a)(2)  is the
responsibility  of the  Company's  management  and is presented  for purposes of
complying with the Securities and Exchange  Commission" rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the  auditing  procedures  applied  in  the  audits  of the  basic  consolidated
financial statements and, in our opinion, fairly states in all material respects
the  financial  data  required to be set forth  therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
 January 19, 2000.

                                       47
<PAGE>


SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands)

<TABLE>
<CAPTION>
         COLUMN A                                       COLUMN B         COLUMN C                 COLUMN D           COLUMN E
                                                                         ADDITIONS
                                                                   -----------------------
                                                       BALANCE AT  CHARGED TO   CHARGED TO       DEDUCTIONS         BALANCE AT
                                                      BEGINNING OF  COSTS &       OTHER     ---------------------     END OF
         DESCRIPTION                                     PERIOD     EXPENSES     ACCOUNTS   DESCRIPTION    AMOUNT     PERIOD
         ---------------------------------------------------------------------------------------------------------------------
         <S>                                             <C>        <C>           <C>           <C>       <C>         <C>
         Fiscal Year 1999:
            Reserve deducted from asset to
                which it applies:
            Allowance for doubtful accounts              $ 1,875    $   890       $             (3)       $    28     $ 2,737
            Restructuring reserve                          2,795                       --       (1)         2,224         571

         Fiscal Year 1998:
            Reserve deducted from asset to
                which it applies:
              Allowance for doubtful accounts            $ 1,736    $   138       $    --                 $    --     $ 1,875
              Restructuring reserve                           --      5,958            --       (1)         3,163       2,795

         Fiscal Year 1997:
            Reserve deducted from asset to
                which it applies:
              Allowance for doubtful accounts            $ 1,312    $   426       $    --       (2)       $     2     $ 1,736

         (1) This amount relates to payments.
         (2) This amount relates to recoveries.
         (3) The reduction relates to charge-offs.
</TABLE>

                                       48
<PAGE>

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

                                       ARTESYN TECHNOLOGIES, INC.
                                       --------------------------
                                              (Registrant)


         Dated: March 10, 2000        By: /s/ JOSEPH M. O'DONNELL
                                          --------------------------------------
                                           Joseph M. O'Donnell
                                           Co-Chairman of the Board,
                                           President and Chief Executive Officer

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

         Signature                              Date
         ---------                              ----

         /s/ JOSEPH M. O'DONNELL                3/10/00
         ----------------------------
         Joseph M. O'Donnell
         Co-Chairman of the Board,
         President and Chief Executive
         Officer, Director

         /s/ RONALD D. SCHMIDT                  3/10/00
         ----------------------------
         Ronald D. Schmidt
         Co-Chairman of the Board

         RICHARD J. THOMPSON                    3/10/00
         ----------------------------
         Richard J. Thompson
         Vice President-Finance,
         Chief Financial Officer,
         and Secretary

         /s/ EDWARD S. CROFT, III               3/10/00
         ----------------------------
         Edward S. Croft, III
         Director

         /s/ DR. FRED C. LEE                    3/10/00
         ---------------------------
         Dr. Fred C. Lee
         Director

         /s/ LAWRENCE J. MATTHEWS               3/10/00
         ----------------------------
         Lawrence J. Matthews
         Director

         /s/ STEPHEN A. OLLENDORFF              3/10/00
         ----------------------------
         Stephen A. Ollendorff
         Director

         /s/ PHILLIP A. O'REILLY                3/10/00
         ----------------------------
         Phillip A. O'Reilly
         Director

         /s/ BERT SAGER                         3/10/00
         ----------------------------
         Bert Sager
         Director

         /s/ A. EUGENE SAPP, JR.                3/10/00
         ----------------------------
         A. Eugene Sapp, Jr.
         Director

         /s/ LEWIS SOLOMON                      3/10/00
         ----------------------------
         Lewis Solomon
         Director

         /s/ JOHN M. STEEL                      3/10/00
         ----------------------------
         John M. Steel
         Director

                                       49
<PAGE>

INDEX TO EXHIBITS

         EXHIBIT NO.            DESCRIPTION
         -----------            -----------
           10.38       Outside Directors' Retirement Plan effective October 17,
                       1989, as amended January 25, 1994, August 15, 1996,
                       January 29, 1998, and October 28, 1999.

           21          List of subsidiaries of the Registrant

           23          Consent of Arthur Andersen LLP

           27          Financial Data Schedule

                                      50