##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended December 30, 2005
 Commission File No. 0-4466
 Artesyn Technologies, Inc.
 (Exact name of Registrant as specified in its charter)
 Florida
    
    59-1205269(State or other jurisdiction of
    
    (I.R.S. Employerincorporation)
    
    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)
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



This Annual Report on Form 10-K may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. We caution
readers that a number of important factors, including those identified in Item 1A., Risk Factors,
as well as factors discussed in our other reports filed with the Securities and Exchange Commission
(the SEC), could affect our actual results and cause them to differ materially from those
expressed in the forward-looking statements. Forward-looking statements typically use words or
phrases such as estimate, plans, projects, anticipates, continuing, ongoing, expects,
believes, or words of similar import. Forward-looking statements included in this annual report
on Form 10-K are made only as of the date hereof, based on information available as of the date
hereof, and subject to applicable law to the contrary, we assume no obligation to update any
forward-looking statements.
 PART I
 Item 1. Business
 Overview
    Power Conversion
 Overview
   2




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Products
   
    
    AC/DC Power Supplies.These products represent approximately 58% of our power
conversion product sales. Typical AC/DC power supplies include open-frame, closed-frame and
external units, as well as a series of rack-mountable front-end power supplies for
distributed power architecture (DPA) systems. Most are advanced switch mode designs
ranging in power from a few watts to several kilowatts.Rectifiers are included in the portfolio of front-end power supplies offered to our wireless
infrastructure customers. In addition to converting AC to DC, these products can also charge
batteries and are primarily used in base stations. Our design of rectifier is more compact
and efficient than the typical rectifier currently offered by our competitors. This product
line of rectifiers also offers embedded and site power solutions to our wireless
infrastructure customers.
 
    
    DC/DC Power Supplies.These products represent approximately 42% of our power
conversion product sales. Each of our focus market sectors has incorporated the use of DPA
in their communication systems, and to respond, we have grown our DC/DC product portfolio to
include one of the broadest ranges of power conversion products available in the industry
today.With the emergence of low-voltage, high performance silicon, the development of DC/DC
converters has migrated toward smaller, highly efficient low voltage modules with higher
current outputs and improved thermal performance. Our Typhoon line of ultra low profile,
high power board-mounted DC/DC converters provides increased output power capabilities at a
relatively low voltage, improved conversion efficiencies, and radical reductions in physical
size from previous options.Our fastest growing lines of DC/DC converters are non-isolated PoL modules, which
provide power directly at the point of
use. Advanced microprocessors, digital signal processors (DSPs), field programmable
gate arrays (FPGAs) and memory chips require a dynamic power source that is able to respond
to changing fluctuations in microseconds. In order to provide the low voltages, high currents
and fast response time to attain its full potential, the PoL power converter is placed in
close proximity to the semiconductor component. While we design and sell custom PoL modules,
we also offer nine distinct product families of standard, non-isolated PoL modules.
 Sales and Distribution
   
    
    Enterprise Computing Group (ECG), serves our server and storage customers such
as Dell, EMC, Hewlett-Packard, IBM and Sun Microsystems, as well as our enterprise
networking customers such as Cisco.
 
    
    Communications Infrastructure Group (CIG), addresses the needs of
telecommunications and wireless infrastructure customers such as Andrew, Alcatel, Ericsson,
Lucent, Motorola, Nokia, Nortel, Powerwave and Siemens.
 3




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##### 




    
    Marketing and Standard Products Group (MSP), services and cultivates the needs
of our emerging customers through direct sales, manufacturers representatives and global
distributors. MSP also designs and promotes standard and modified-standard products to our
entire customer base.
    Manufacturing
    4




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##### 



Embedded Systems
 Overview
 ®
  Products
  ®
  
    
    Control software.Otherwise known as signaling software, control software is
used to control telephone calls in both the landline and wireless networks. Industry
standard names for this software are SS7 and SIGTRAN. This software is used for setting up a
call, identifying a route for the call to take through the specific phone network and
providing various information to the end-user, including caller ID.
    
    Data software.This software is used to enable a call, for either voice or
data, from a mobile handset to a voice network or to the Internet. Our customers integrate
this software with their proprietary software to create an end application.
 Sales and Distribution
   Manufacturing
  5




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##### 



Customers
  2005Server and Storage
    
    
    40
    %Wireless Infrastructure
    
    
    33
    %Distribution and Other
    
    
    16
    %Enterprise Networking and Telecommunications
    
    
    11
    %
  Suppliers
    Backlog
  Research and Development
  6




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##### 



Intellectual Property Matters
  Competition
   Employees
  Environmental Matters
  Company Website and Access to Company Filings
 www.artesyn.com th
 Item 1A. Risk Factors
 The following discussion should be read in conjunction with our December 30, 2005 Consolidated
Financial Statements and related notes. With the exception of historical information, the matters
discussed below may include forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involves risks and uncertainties. Forward-looking
statements typically use words or phrases such as estimate, plans, projects, anticipates,
continuing, ongoing, expects, believes, or words of similar import. We caution readers that
a number of important factors, as well as factors discussed in our other reports filed with the
SEC, could affect our actual results and cause them to differ materially from those expressed in
the forward-looking statements. Forward-looking statements included in this Annual Report on Form
10-K are made only as of the date hereof, based on information available as of the date hereof, and
subject to applicable law to the contrary, we assume no obligation to update any forward
looking-statements.
 7




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##### 



Risks Associated with Our Pending Merger with Emerson
  Failure to complete the merger with Emerson could materially and adversely affect our results
of operations and our stock price.
   
    
    the market price of our common stock may decline to the extent that the current
market price includes a market assumption that the merger will be completed;
    
    we will remain liable for significant transaction costs, including legal, accounting,
financial advisory and other costs relating to the merger;
    
    we may experience a negative reaction to the termination of the merger from our
customers, suppliers, distributors or partners which may adversely impact our future
operating results; and
    
    under some circumstances, we may have to pay a termination fee to Emerson in the
amount of $15 million and reimburse Emerson for its expenses incurred in connection with
the transaction, up to $2.5 million.
  Obtaining required approvals and satisfying closing conditions relating to the merger or
other developments may delay or prevent completion of the merger.
   Customer, supplier, distributor and partner uncertainty about the merger or general effects
of the merger on our customer, supplier, distributor and partner relationships may have an
adverse effect on our operating results, whether or not the merger is completed.
  8




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##### 



Diversion of management attention to the merger and employee uncertainty regarding the merger
could adversely affect our business, financial condition and operating results.
  If the merger is not consummated, we may need to make significant changes in our operations
or corporate structure.
  A class action lawsuit that seeks to prevent the merger has been filed.
  Risks Associated with Our Business
 Our future profitability depends on our ability to successfully develop and market our
products in a volatile, competitive industry characterized by rapidly changing prices,
technologies and customer demand.
  9




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##### 



Price erosion due to competition could have a material effect on our profitability.
  We face risks by having most of our manufacturing capacity concentrated in our China
facility.
  We face risks associated with outsourcing the manufacturing of our products.
  We rely on significant relationships with a small number of customers and the loss of any of
those customers or significant reductions in their purchases of our products could adversely
affect our revenue and operating results.
  i.e.,
 10




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##### 



If demand for our products were to increase, we could face production capacity constraints.
  We face risks associated with the sale of our products in foreign locations.
  Our future profitability may be adversely affected by a disruption in our supply chain.
  With an asset-based credit facility, we face risks associated with fluctuating credit
availability.
  The provisions of our credit agreement could affect our ability to enter into certain
transactions.
  Market consolidation could create companies that are larger and have greater resources than
us.
  11




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##### 



We face, and might in the future face, intellectual property infringement claims that might
be costly to resolve.
  Our future success could depend on the protection of our intellectual property; costs
associated with enforcing our intellectual property rights could adversely affect our
operating results.
  Our future profitability may be adversely affected by a change in governmental regulation.
  We rely on certain key personnel and a loss of such personnel could adversely affect our
business.
  Increased leverage as a result of the issuance of our convertible debt may harm our financial
condition and results of operations.
  12




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##### 




    
    a portion of our cash flow from operations will be dedicated to the payment of
interest required with respect to outstanding indebtedness;
    
    increases in our outstanding indebtedness and leverage will increase our
vulnerability to adverse changes in general economic and industry conditions, as well as
to competitive pressure; and
    
    depending on the levels of our outstanding debt, our ability to obtain additional
financing for working capital, capital expenditures and general corporate and other
purposes may be limited.
  
    
    to seek additional financing in the debt or equity markets;
    
    to refinance or restructure all or a portion of our indebtedness, including our outstanding convertible notes; or
    
    to sell selected assets.
  Our shareholders will be diluted if we issue shares subject to options, warrants, convertible
notes and payment of matching contributions under our 401(k) plan.
  
    
    1,550,000 shares issuable upon exercise of outstanding warrants held by Finestar
International Ltd. (Finestar), which are subject to anti-dilution provisions that
provide for adjustments to the exercise price of the warrants for issuances of
additional securities below a certain price;
    
    4,897,000 shares issuable pursuant to stock options outstanding;
    
    1,796,000 shares available for future grant under our stock based compensation plans;
    
    11,161,000 shares issuable upon conversion of 5.5% Convertible Senior Subordinated
notes issued in August 2003; and
    
    494,000 shares for the purpose of making matching contributions under our 401(k)
plan.
  Item 1B. Unresolved Staff Comments
  Item 2. Properties
  13




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##### 



ApproximateSquare
    
    Owned/Facility
    
    Primary Activity
    
    Footage
    
    LeasedBoca Raton, FL
    
    Corporate Headquarters
    
    
    11,100
    
    
    LeasedEden Prairie, MN
    
    Engineering, Administration
    
    
    28,300
    
    
    LeasedEdinburgh, Scotland
    
    Engineering, Administration
    
    
    6,900
    
    
    LeasedEinsiedel, Germany
    
    Manufacturing, Warehouse
    
    
    28,400/4,600
    
    
    Owned/LeasedFramingham, MA
    
    Engineering, Administration
    
    
    23,100
    
    
    LeasedHong Kong, China
    
    Engineering, Administration
    
    
    144,900
    
    
    OwnedMadison, WI
    
    Manufacturing, Administration, Engineering
    
    
    45,000/13,100
    
    
    Owned/LeasedRedwood Falls, MN
    
    Manufacturing, Warehouse
    
    
    133,400/52,600
    
    
    Owned/LeasedTuscon, AZ
    
    Engineering
    
    
    4,900
    
    
    LeasedVienna, Austria
    
    Engineering, Administration
    
    
    31,000
    
    
    LeasedWestminster, CO
    
    Engineering
    
    
    7,000
    
    
    LeasedYoughal, Ireland
    
    Engineering, Administration
    
    
    36,000
    
    
    OwnedZhongshan, China
    
    Manufacturing, Engineering
    
    
    800,000
    
    
    LeasedMilpitas, CA
    
    Engineering, Administration
    
    
    12,600
    
    
    Leased
  Item 3. Legal Proceedings
      14




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##### 



Item 4. Submission of Matters to a Vote of Security Holders
  PART II
 Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
 Market Information
 SM SM
 2005
    
    2004Fiscal Quarter
    
    High
    
    Low
    
    High
    
    LowFirst
    
    $
    10.99
    
    
    $
    8.15
    
    
    $
    12.30
    
    
    $
    8.00Second
    
    
    9.08
    
    
    
    6.57
    
    
    
    10.98
    
    
    
    7.80Third
    
    
    10.15
    
    
    
    8.79
    
    
    
    10.28
    
    
    
    7.01Fourth
    
    
    10.89
    
    
    
    8.44
    
    
    
    11.32
    
    
    
    8.75
 SM
   Holders
  Equity Compensation Plan Information
  Number of Securities to Be
    
    Weighted Average
    
    Number of SecuritiesIssued Upon Exercise of
    
    Exercise Price of
    
    Remaining Available forOutstanding Options
    
    Outstanding Options
    
    Future IssuancePlan CategoryEquity compensation plansNot approved by shareholders
    
    
    
    
    
    
    
    
    
    
    Approved by shareholders
    
    
    4,897,000
    
    
    $
    8.99
    
    
    
    1,796,000
    (1)
 
 (1)
    
    Under the terms of our 2000 Performance Equity Plan, we reserved 4,400,000 shares of
common stock for issuance. Additionally, options under our 1990 Performance Equity Plan that
expire or terminate unexercised after the adoption of the 2000 Performance Equity Plan,
options under the 2000 Plan that expire or terminate unexercised and forfeited shares of
restricted stock, are available for new grants pursuant to the terms of the 2000 Performance
Equity Plan. 15




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##### 



Item 6. Selected Financial Information
  As of and for the Fiscal Years
    
    2005
    
    2004
    
    2003
    
    2002
    
    2001(in thousands except per share and employee data)Results of OperationsSales
    
    $
    424,701
    
    
    $
    429,389
    
    
    $
    356,871
    
    
    $
    350,829
    
    
    $
    493,968Net income (loss) (1) (2) (3)
    
    
    9,936
    
    
    
    13,873
    
    
    
    (15,622
    )
    
    
    (108,822
    )
    
    
    (31,763
    )Per share  basic
    
    
    0.25
    
    
    
    0.35
    
    
    
    (0.40
    )
    
    
    (2.84
    )
    
    
    (0.83
    )Per share  diluted
    
    
    0.25
    
    
    
    0.34
    
    
    
    (0.40
    )
    
    
    (2.84
    )
    
    
    (0.83
    )Financial PositionTotal assets
    
    $
    336,358
    
    
    $
    341,639
    
    
    $
    316,676
    
    
    $
    303,587
    
    
    $
    426,483Total debt, including current
maturities
    
    
    90,000
    
    
    
    90,000
    
    
    
    90,000
    
    
    
    69,533
    
    
    
    100,606Shareholders equity
    
    
    143,268
    
    
    
    133,976
    
    
    
    114,037
    
    
    
    123,446
    
    
    
    219,245Total capitalization (total debt
plus equity)
    
    
    233,268
    
    
    
    223,976
    
    
    
    204,037
    
    
    
    192,979
    
    
    
    319,851Other DataCapital expenditures
    
    $
    12,597
    
    
    $
    22,140
    
    
    $
    7,081
    
    
    $
    5,230
    
    
    $
    28,763Depreciation and amortization
    
    
    21,887
    
    
    
    22,275
    
    
    
    22,937
    
    
    
    26,978
    
    
    
    34,423Common shares outstanding (000s)
    
    
    40,248
    
    
    
    39,305
    
    
    
    38,755
    
    
    
    38,389
    
    
    
    38,253Permanent employees
    
    
    1,337
    
    
    
    1,482
    
    
    
    1,341
    
    
    
    2,366
    
    
    
    2,427Temporary employees and contractors
    
    
    4,729
    
    
    
    4,720
    
    
    
    3,492
    
    
    
    2,310
    
    
    
    2,818
 
 (1)
    
    The 2002 information includes a goodwill impairment charge of $51.9 million.(2)
    
    The restructuring and related charges in 2005, 2003, 2002, and 2001 were $3.7
million, $5.6 million, $27.3 million and $15.9 million, respectively. The restructuring and
related charges in 2004 were not material.(3)
    
    The 2001 information includes a gain on sale of our former subsidiary, Artesyn
Solutions Inc., of $31.3 million. 16




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##### 



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
 The following discussion should be read in conjunction with the Consolidated Financial
Statements and related Notes included in this Annual Report on Form 10K, as well as Item 1A.,Risk
Factors. With the exception of historical information, the matters discussed below may include
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. Forward-looking statements typically use words or
phrases such as estimate, plans, projects, anticipates, continuing, ongoing, expects,
believes, or words of similar import. We caution readers that a number of important factors,
including those identified in the section entitled Risk Factors that May Affect Future Results,
as well as factors discussed in our other reports filed with the Securities and Exchange
Commission, could affect our actual results and cause them to differ materially from those
expressed in the forward-looking statements. Forward-looking statements included in this Annual
Report on Form 10-K are made only as of the date hereof, based on information available as of the
date hereof, and subject to applicable law to the contrary, we assume no obligation to update any
forward-looking statements.
 Introduction
    ®
     17




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##### 



2005 Overview
      Critical Accounting Policies
   Inventories
   18




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##### 



Warranties
   Goodwill
   Accounting for Income Taxes
     19




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##### 



Results of Operations
 Consolidated
 Sales.
 2005
    
    
    2004Compared to
    
    
    Compared to2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Power Conversion
    
    $
    346.4
    
    
    $
    354.6
    
    
    $
    314.4
    
    
    
    (2
    )%
    
    
    13
    %Embedded Systems
    
    
    78.3
    
    
    
    74.8
    
    
    
    42.5
    
    
    
    5
    %
    
    
    76
    %Total
    
    $
    424.7
    
    
    $
    429.4
    
    
    $
    356.9
    
    
    
    (1
    )%
    
    
    20
    %
   Gross Profit.
 2005
    
    
    2004Compared to
    
    
    Compared to2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Gross profit
    
    $
    108.1
    
    
    $
    112.8
    
    
    $
    72.4
    
    
    
    (4
    )%
    
    
    56
    %Gross profit as a percentage of revenue
    
    
    25.5
    %
    
    
    26.3
    %
    
    
    20.3
    %
     20




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##### 



Operating Expenses.
 % of Revenue2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003Selling, general and administrative
    
    $
    42.3
    
    
    $
    45.9
    
    
    $
    38.9
    
    
    
    10
    %
    
    
    11
    %
    
    
    11
    %Research and development
    
    
    48.9
    
    
    
    44.3
    
    
    
    37.5
    
    
    
    11
    %
    
    
    10
    %
    
    
    10
    %Restructuring and related charges
    
    
    3.7
    
    
    
    
    
    
    
    5.6
    
    
    
    1
    %
    
    
    
    
    
    
    2
    %Total operating expenses
    
    $
    94.9
    
    
    $
    90.2
    
    
    $
    82.0
    
    
    
    22
    %
    
    
    21
    %
    
    
    23
    %
    Restructuring and Related Charges.
     Loss on Debt Extinguishment.
  21




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##### 



Interest Expense, net.
 2005
    
    
    2004Compared to
    
    
    Compared to2005
    
    
    2004
    
    
    2003
    
    
    2004
    
    
    2003Interest expense
    
    $
    5.7
    
    
    $
    6.0
    
    
    $
    5.0
    
    
    
    (5
    )%
    
    
    20
    %Less: Interest income
    
    
    (2.3
    )
    
    
    (1.0
    )
    
    
    (0.5
    )
    
    
    130
    %
    
    
    100
    %Net interest expense
    
    $
    3.4
    
    
    $
    5.0
    
    
    $
    4.5
    
    
    
    (32
    )%
    
    
    11
    %
   Provision (Benefit) for Income Taxes.
 2005
    
    2004
    
    2003Provision (benefit) for income taxes
    
    $
    (0.2
    )
    
    $
    3.8
    
    
    $
    (2.2
    )Effective tax rate
    
    
    (2
    )%
    
    
    21
    %
    
    
    12
    %
    Net Income (Loss).
 2005
    
    2004
    
    2003Net income (loss)
    
    $
    9.9
    
    
    $
    13.9
    
    
    $
    (15.6
    )Net income (loss) per basic share
    
    $
    0.25
    
    
    $
    0.35
    
    
    $
    (0.40
    )Net income (loss) per diluted share
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (0.40
    )Basic shares outstanding
    
    
    39.7
    
    
    
    39.1
    
    
    
    38.7Diluted shares outstanding
    
    
    40.4
    
    
    
    51.1
    
    
    
    38.7
  22




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##### 



Power Conversion
  2005
    
    2004Compared to
    
    Compared to2005
    
    2004
    
    2003
    
    2004
    
    2003Revenue
    
    $
    346.4
    
    
    $
    354.6
    
    
    $
    314.4
    
    
    
    (2
    )%
    
    
    13
    %Operating income (loss)
    
    
    (1.1
    )
    
    
    12.7
    
    
    
    (7.5
    )
    
    
    (109
    )%
    
    
    269
    %
    Embedded Systems
  2005
    
    2004Compared to
    
    Compared to2005
    
    2004
    
    2003
    
    2004
    
    2003Revenue
    
    $
    78.3
    
    
    $
    74.8
    
    
    $
    42.5
    
    
    
    5
    %
    
    
    76
    %Operating income
    
    
    24.4
    
    
    
    22.3
    
    
    
    7.3
    
    
    
    9
    %
    
    
    205
    %
    ®
 23




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##### 



Liquidity and Capital Resources
  2005
    
    
    2004
    
    
    2003Cash and cash equivalents
    
    $
    100.3
    
    
    $
    84.8
    
    
    $
    94.2Short-term marketable debt securities
    
    
    3.4
    
    
    
    21.1
    
    
    
    Convertible subordinated debt
    
    
    90.0
    
    
    
    90.0
    
    
    
    90.0Cash and marketable securities, net of debt
    
    $
    13.7
    
    
    $
    15.9
    
    
    $
    4.2Working Capital Statistics:Days of sales outstanding
    
    
    55
    
    
    
    47
    
    
    
    48Days of inventory on-hand
    
    
    51
    
    
    
    56
    
    
    
    53Days of accounts payable outstanding
    
    
    62
    
    
    
    61
    
    
    
    57
   Cash Flows from Operating Activities.
   Cash Flows from Investing Activities.
    24




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##### 



Cash Flows from Financing Activities.
     Payments Due by PeriodTotal
    
    
    <1 year
    
    
    1-2 years
    
    
    2-3 years
    
    
    3-4 years
    
    
    4-5 years
    
    
    >5 yearsConvertible senior subordinated notes
    
    $
    90.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    90.0
    
    
    $
    Interest payments on convertible debt
    
    
    24.7
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    4.7
    
    
    
    Operating leases
    
    
    8.4
    
    
    
    2.8
    
    
    
    2.3
    
    
    
    1.3
    
    
    
    0.4
    
    
    
    0.3
    
    
    
    1.3Total contractual cash obligations
    
    $
    123.1
    
    
    $
    7.8
    
    
    $
    7.3
    
    
    $
    6.3
    
    
    $
    5.4
    
    
    $
    95.0
    
    
    $
    1.3
 Commitment Expiration by PeriodTotal
    
    
    <1 year
    
    
    1-2 years
    
    
    2-3 years
    
    
    3-4 years
    
    
    4-5 years
    
    
    >5 yearsAsset-based revolving credit facility
    
    $
    35.0
    
    
    $
    
    
    
    $
    
    
    
    $
    35.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
 25




---



##### 



Item 7A. Quantitative and Qualitative Disclosure About Market Risk
    26




---



##### 



Item 8. Financial Statements and Supplementary Data
 Managements Annual Report on Internal Control Over Financial Reporting
   27




---



##### 



Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
 
     .
    
 28




---



##### 



Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
 
       
 29




---



##### 



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




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
 For the Fiscal Years EndedDecember 30,
    
    
    December 31,
    
    
    December 26,2005
    
    
    2004
    
    
    2003Sales
    
    $
    424,701
    
    
    $
    429,389
    
    
    $
    356,871Cost of Sales
    
    
    316,596
    
    
    
    316,584
    
    
    
    284,486Gross Profit
    
    
    108,105
    
    
    
    112,805
    
    
    
    72,385ExpensesSelling, general and administrative
    
    
    42,322
    
    
    
    45,851
    
    
    
    38,898Research and development
    
    
    48,890
    
    
    
    44,314
    
    
    
    37,460Restructuring and related charges
    
    
    3,705
    
    
    
    
    
    
    
    5,61194,917
    
    
    
    90,165
    
    
    
    81,969Operating Income (Loss)
    
    
    13,188
    
    
    
    22,640
    
    
    
    (9,584
    )Other Income (Expense)Interest expense
    
    
    (5,705
    )
    
    
    (6,009
    )
    
    
    (5,003
    )Interest income
    
    
    2,300
    
    
    
    1,005
    
    
    
    534Debt extinguishment expense
    
    
    
    
    
    
    
    
    
    
    (3,723
    )(3,405
    )
    
    
    (5,004
    )
    
    
    (8,192
    )Income (Loss) Before Income Taxes
    
    
    9,783
    
    
    
    17,636
    
    
    
    (17,776
    )Provision (Benefit) for Income Taxes
    
    
    (153
    )
    
    
    3,763
    
    
    
    (2,154
    )Net Income (Loss)
    
    $
    9,936
    
    
    $
    13,873
    
    
    $
    (15,622
    )Earnings (Loss) Per ShareBasic
    
    $
    0.25
    
    
    $
    0.35
    
    
    $
    (0.40
    )Diluted
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (0.40
    )Weighted Average Common and Common
Equivalent Shares OutstandingBasic
    
    
    39,666
    
    
    
    39,093
    
    
    
    38,678Diluted
    
    
    40,442
    
    
    
    51,140
    
    
    
    38,678
  31




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
 RetainedCommon Stock
    
    
    Additional
    
    
    
    
    
    
    Earnings
    
    
    Accumulated
    
    
    
    
    
    
    TotalPaid-in
    
    
    Unearned
    
    
    (Accumulated
    
    
    Other
    
    
    Total
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Deficit)
    
    
    Comprehensive Loss
    
    
    Shareholders Equity
    
    
    Income (Loss)Balance, December 27, 2002
    
    
    38,389
    
    
    $
    384
    
    
    $
    127,887
    
    
    $
    
    
    
    $
    7,581
    
    
    $
    (12,406
    )
    
    $
    123,446
    
    
    $
    Issuance of common stock
    
    
    295
    
    
    
    3
    
    
    
    899
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    902
    
    
    
    Issuance of common stock
under stock compensation
plans
    
    
    71
    
    
    
    
    
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202
    
    
    
    Modification of warrants
in connection with
convertible subordinated
debt
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,622
    )
    
    
    
    
    
    
    (15,622
    )
    
    
    (15,622
    )Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,928
    
    
    
    4,928
    
    
    
    4,928Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (10,694
    )Balance, December 26, 2003
    
    
    38,755
    
    
    
    387
    
    
    
    129,169
    
    
    
    
    
    
    
    (8,041
    )
    
    
    (7,478
    )
    
    
    114,037
    
    
    
    Issuance of common stock
    
    
    84
    
    
    
    1
    
    
    
    865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    866
    
    
    
    Issuance of common stock
under stock compensation
plans
    
    
    466
    
    
    
    5
    
    
    
    1,753
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,758
    
    
    
    Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,873
    
    
    
    
    
    
    
    13,873
    
    
    
    13,873Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,478
    
    
    
    3,478
    
    
    
    3,478Unrealized loss on
marketable equity
securities, net of
income tax benefit of
$23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36
    )
    
    
    (36
    )
    
    
    (36
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,315Balance, December 31, 2004
    
    
    39,305
    
    
    
    393
    
    
    
    131,787
    
    
    
    
    
    
    
    5,832
    
    
    
    (4,036
    )
    
    
    133,976
    
    
    
    Issuance of common stock
    
    
    130
    
    
    
    1
    
    
    
    1,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,301
    
    
    
    Issuance of common stock
under stock compensation
plans
    
    
    534
    
    
    
    5
    
    
    
    2,743
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,748
    
    
    
    Issuance of restricted
common stock under stock
compensation plans
    
    
    279
    
    
    
    3
    
    
    
    1,825
    
    
    
    (1,828
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unearned
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    340
    
    
    
    
    
    
    
    
    
    
    
    340
    
    
    
    Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,936
    
    
    
    
    
    
    
    9,936
    
    
    
    9,936Foreign currency
translation
adjustment, net of
income tax provision
of $538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,063
    )
    
    
    (5,063
    )
    
    
    (5,063
    )Unrealized gain on
marketable equity
securities, net of
income tax provision
of $19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    30
    
    
    
    30Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,903Balance, December 30, 2005
    
    
    40,248
    
    
    $
    402
    
    
    $
    137,655
    
    
    $
    (1,488
    )
    
    $
    15,768
    
    
    $
    (9,069
    )
    
    $
    143,268
  32




---



##### 



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




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Organization.
 Basis of Presentation.
  Fiscal Year.
 Cash and Cash Equivalents.
 Investments.
 Trade Receivables.
 Inventories.
 Property, Plant & Equipment.
 34




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Impairment of Long-Lived Assets.
 Goodwill.
 Foreign Currency Translation.
 Revenue Recognition.
   Product Warranty.
 35




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2005
    
    
    2004Balance, beginning of period
    
    $
    6,933
    
    
    $
    7,854Warranties issued during the period
    
    
    2,050
    
    
    
    2,059Settlements made during the period
    
    
    (4,192
    )
    
    
    (2,980
    )Balance, end of period
    
    $
    4,791
    
    
    $
    6,933
 Research and Development.
 Advertising Expenses.
 Income Taxes.
  Stock-Based Compensation
 2005
    
    2004
    
    2003Risk-free interest rate
    
    
    3.7
    %
    
    
    3.3
    %
    
    
    2.2
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    Expected volatility
    
    
    65
    %
    
    
    79
    %
    
    
    94
    %Expected life
    
    4.4 years
    
    3.6 years
    
    3.3 years
 36




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2005
    
    
    2004
    
    
    2003Net income (loss)
    
    As reported
    
    $
    9,936
    
    
    $
    13,873
    
    
    $
    (15,622
    )Stock-based employee
compensation cost, net of
related tax effects, included in
the determination of net income
(loss), as reported
    
    
    
    
    246
    
    
    
    
    
    
    
    Total stock-based employee
compensation expense determined
under the fair value based
method for all awards, net of
related tax effects
    
    
    
    
    (2,074
    )
    
    
    (3,504
    )
    
    
    (5,464
    )Pro forma
    
    $
    8,108
    
    
    $
    10,369
    
    
    $
    (21,086
    )Earnings (loss) per share-Basic
    
    As reported
    
    $
    0.25
    
    
    $
    0.35
    
    
    $
    (0.40
    )Pro forma
    
    $
    0.20
    
    
    $
    0.27
    
    
    $
    (0.55
    )Earnings (loss) per share-Diluted
    
    As reported
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (0.40
    )Pro forma
    
    $
    0.20
    
    
    $
    0.26
    
    
    $
    (0.55
    )
  Earnings (Loss) Per Share.
 Comprehensive Income (Loss).
 Use of Estimates.
 Concentration of Credit Risk.
  2005
    
    2004
    
    2003Dell Computer
    
    
    13
    %
    
    
    13
    %
    
    
    11
    %Nortel
    
    
    10
    %
    
    
    *
    
    
    
    *Hewlett-Packard
    
    
    *
    
    
    
    10
    %
    
    
    15
    %IBM
    
    
    *
    
    
    
    11
    %
    
    
    *Sun Microsystems
    
    
    *
    
    
    
    *
    
    
    
    10
    %
 *
    
    Sales represented less than 10% of total sales during the period.
 37




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value of Financial Instruments.
 Reclassifications.
 2.
    
    Inventories
  December 30,
    
    
    December 31,2005
    
    
    2004Raw materials
    
    $
    19,514
    
    
    $
    19,736Work-in-process
    
    
    8,961
    
    
    
    8,722Finished goods
    
    
    17,798
    
    
    
    21,862$
    46,273
    
    
    $
    50,320
 3.
    
    Property, Plant & Equipment
  December 30,
    
    
    December 31,2005
    
    
    2004Land
    
    $
    1,543
    
    
    $
    1,161Buildings and fixtures
    
    
    16,758
    
    
    
    17,102Machinery and equipment
    
    
    168,269
    
    
    
    169,372Leasehold improvements
    
    
    9,786
    
    
    
    9,279196,356
    
    
    
    196,914Less accumulated depreciation
    
    
    (150,568
    )
    
    
    (139,547
    )$
    45,788
    
    
    $
    57,367
   38




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 4.
    
    Prepaid Expenses & Other Assets
  December 30,
    
    
    December 31,2005
    
    
    2004Non-trade accounts receivable
    
    $
    12,005
    
    
    $
    3,195Other
    
    
    2,248
    
    
    
    1,380$
    14,253
    
    
    $
    4,575
   December 30,
    
    
    December 31,2005
    
    
    2004Long term prepaid asset
    
    $
    14,271
    
    
    $
    16,240Deferred debt issuance costs, net of accumulated
amortization of $1,966 in 2005 and $1,178 in 2004
    
    
    2,881
    
    
    
    3,669Long-term portion of loan receivable from related party
    
    
    1,625
    
    
    
    Other
    
    
    791
    
    
    
    1,219$
    19,568
    
    
    $
    21,128
  39




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   5.
    
    Accrued and Other Liabilities
  December 30,
    
    
    December 31,2005
    
    
    2004Compensation and benefits
    
    $
    11,942
    
    
    $
    16,006Income taxes payable
    
    
    8,796
    
    
    
    10,868Warranty reserve
    
    
    4,791
    
    
    
    6,933Restructuring reserve (current portion)
    
    
    1,717
    
    
    
    5,806Other
    
    
    11,603
    
    
    
    13,225$
    38,849
    
    
    $
    52,838
   December 30,
    
    
    December 31,2005
    
    
    2004Restructuring reserve
    
    $
    2,276
    
    
    $
    3,252Directors pension plan
    
    
    1,032
    
    
    
    1,017$
    3,308
    
    
    $
    4,269
 6.
    
    Investments
  December 30,
    
    
    December 31,2005
    
    
    2004Government securities
    
    $
    
    
    
    $
    14,110Corporate securities
    
    
    3,408
    
    
    
    4,565Municipal securities
    
    
    
    
    
    
    2,450$
    3,408
    
    
    $
    21,125
   40




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 7.
    
    Restructuring and Related Charges
 2005 Restructuring Actions
        Accrued2005 Activity
    
    
    Liability atRestructuring
    
    
    Reductions
    
    
    December 30,Charge
    
    
    Cash
    
    
    Non-Cash
    
    
    2005Employee termination costs
    
    
    
    
    
    $
    2,484
    
    
    $
    (2,126
    )
    
    $
    
    
    
    $
    358Facility closure
    
    
    
    
    
    
    1,221
    
    
    
    (351
    )
    
    
    (870
    )
    
    
    $
    3,705
    
    
    $
    (2,477
    )
    
    $
    (870
    )
    
    $
    358
 41




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Restructuring Actions Prior to 2005
      
  Accrued
    
    
    
    
    
    
    AccruedLiability at
    
    
    
    
    
    
    Liability atDecember 31,
    
    
    
    
    
    
    December 30,2004
    
    
    2005 Activity
    
    
    2005Employee termination costs
    
    $
    852
    
    
    $
    (233
    )
    
    $
    619Liability for payback of
developmental grants
    
    
    3,386
    
    
    
    (796
    )
    
    
    2,590Facility closures
    
    
    4,820
    
    
    
    (4,394
    )
    
    
    426$
    9,058
    
    
    $
    (5,423
    )
    
    $
    3,635
 Accrued
    
    
    
    
    
    
    AccruedLiability at
    
    
    
    
    
    
    Liability atDecember 26,
    
    
    
    
    
    
    December 31,2003
    
    
    2004 Activity
    
    
    2004Employee termination costs
    
    $
    1,462
    
    
    $
    (610
    )
    
    $
    852Liability for payback of
developmental grants
    
    
    3,080
    
    
    
    306
    
    
    
    3,386Facility closures
    
    
    9,672
    
    
    
    (4,852
    )
    
    
    4,820$
    14,214
    
    
    $
    (5,156
    )
    
    $
    9,058
 42




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Accrued
    
    
    2003 Activity
    
    
    AccruedLiability at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Liability atDecember 27,
    
    
    Restructuring
    
    
    
    
    
    
    
    
    
    
    December 26,2002
    
    
    Charge
    
    
    Cash
    
    
    Non-Cash
    
    
    2003Employee termination costs
    
    $
    8,879
    
    
    $
    2,201
    
    
    $
    (9,618
    )
    
    $
    
    
    
    $
    1,462Liability for payback of
developmental grants
    
    
    2,654
    
    
    
    30
    
    
    
    
    
    
    
    396
    
    
    
    3,080Facility closures
    
    
    13,954
    
    
    
    3,380
    
    
    
    (6,313
    )
    
    
    (1,349
    )
    
    
    9,672$
    25,487
    
    
    $
    5,611
    
    
    $
    (15,931
    )
    
    $
    (953
    )
    
    $
    14,214
 8.
    
    Business Combinations
   9.
    
    Convertible Debt
   43




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  10.
    
    Credit Facilities
   11.
    
    Income Taxes
  2005
    
    
    2004
    
    
    2003Current provision (benefit):Federal
    
    $
    (305
    )
    
    $
    (747
    )
    
    $
    (3,486
    )State
    
    
    848
    
    
    
    289
    
    
    
    (398
    )Foreign
    
    
    (1,150
    )
    
    
    2,454
    
    
    
    750Total current
    
    
    (607
    )
    
    
    1,996
    
    
    
    (3,134
    )Deferred provision (benefit):Federal
    
    
    (133
    )
    
    
    1,846
    
    
    
    3,449State
    
    
    
    
    
    
    230
    
    
    
    477Foreign
    
    
    587
    
    
    
    (309
    )
    
    
    (2,946
    )Total deferred
    
    
    454
    
    
    
    1,767
    
    
    
    980Total provision (benefit) for income taxes
    
    $
    (153
    )
    
    $
    3,763
    
    
    $
    (2,154
    )
  44




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    2005
    
    
    2004
    
    
    2003U.S.
    
    $
    (4,074
    )
    
    $
    8,828
    
    
    $
    (5,552
    )Foreign
    
    
    13,857
    
    
    
    8,808
    
    
    
    (12,224
    )Total income (loss) before provision (benefit) for income taxes
    
    $
    9,783
    
    
    $
    17,636
    
    
    $
    (17,776
    )
  2005
    
    
    2004
    
    
    2003U.S. federal statutory tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Foreign tax effects
    
    
    (30.8
    )
    
    
    (15.0
    )
    
    
    (30.4
    )Discrete tax contingencies
    
    
    (24.6
    )
    
    
    (1.1
    )
    
    
    0.7Austrian tax rate change
    
    
    
    
    
    
    1.4
    
    
    
    State income tax effect, net of federal benefit
    
    
    8.7
    
    
    
    3.6
    
    
    
    (0.6
    )Valuation
allowance
    
    
    7.2
    
    
    
    
    
    
    
    Permanent items
    
    
    2.9
    
    
    
    (2.6
    )
    
    
    3.1Tax credits
    
    
    
    
    
    
    
    
    
    
    4.3Effective income tax rate
    
    
    (1.6
    )%
    
    
    21.3
    %
    
    
    12.1
    %
  2005
    
    
    2004Current Deferred Tax AssetsInventory valuation reserves
    
    $
    2,267
    
    
    $
    3,061Other accrued liabilities
    
    
    4,877
    
    
    
    5,674Allowance for doubtful accounts
    
    
    419
    
    
    
    402$
    7,563
    
    
    $
    9,137Long-Term Deferred Tax AssetsLease liabilities
    
    $
    73
    
    
    $
    1,521Other accrued liabilities
    
    
    1,544
    
    
    
    570Tax credit carryover
    
    
    1,988
    
    
    
    1,633Net operating loss carry forwards
    
    
    21,356
    
    
    
    16,606Valuation allowance
    
    
    (19,764
    )
    
    
    (16,175
    )$
    5,197
    
    
    $
    4,155Long-Term Deferred Tax LiabilitiesProperty, plant & equipment
    
    $
    1,838
    
    
    $
    4,023Goodwill
    
    
    1,749
    
    
    
    1,479Other
    
    
    538
    
    
    
    96$
    4,125
    
    
    $
    5,598
 45




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Net OperatingCountry
    
    Loss Available
    
    
    ExpirationUnited States
    
    $
    16.8
    
    
    2025Austria
    
    
    18.5
    
    
    No expirationHungary
    
    
    13.2
    
    
    2006-08/no expirationGermany
    
    
    16.3
    
    
    No expirationUnited Kingdom
    
    
    2.5
    
    
    No expirationIreland
    
    
    23.6
    
    
    No expirationNetherlands
    
    
    9.5
    
    
    No expirationChina
    
    
    1.1
    
    
    2007-10Total
    
    $
    101.5
   12. Commitments and Contingencies
 Legal Proceedings
   46




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Purchase Commitments
  Lease Obligations
  OperatingFiscal Year
    
    Leases2006
    
    $
    2,7732007
    
    
    2,3012008
    
    
    1,3462009
    
    
    3502010
    
    
    2772011 and thereafter
    
    
    1,320$
    8,367
  47




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  13. Stock-Based Compensation Plans
  Employee Performance Equity Plan
    Outside Directors Stock Option Plan
    48




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2005
    
    
    2004
    
    
    2003Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    average
    
    
    
    
    
    
    averageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOptions outstanding,
beginning of year
    
    
    6,850,969
    
    
    $
    10.85
    
    
    
    6,931,359
    
    
    $
    11.68
    
    
    
    7,050,064
    
    
    $
    12.87Options granted
    
    
    149,250
    
    
    
    8.46
    
    
    
    1,050,250
    
    
    
    8.13
    
    
    
    1,008,200
    
    
    
    6.29Options exercised
    
    
    (533,525
    )
    
    
    5.15
    
    
    
    (466,000
    )
    
    
    3.77
    
    
    
    (70,750
    )
    
    
    2.87Options forfeited
    
    
    (1,569,202
    )
    
    
    18.40
    
    
    
    (664,640
    )
    
    
    20.15
    
    
    
    (1,056,155
    )
    
    
    14.79Options outstanding, end of year
    
    
    4,897,492
    
    
    
    8.99
    
    
    
    6,850,969
    
    
    
    10.85
    
    
    
    6,931,359
    
    
    
    11.68Options exercisable, end of year
    
    
    3,485,467
    
    
    $
    9.41
    
    
    
    4,280,019
    
    
    $
    12.63
    
    
    
    3,887,284
    
    
    $
    15.81Weighted-average fair value of
options granted during the year
    
    $
    4.57
    
    
    
    
    
    
    $
    4.62
    
    
    
    
    
    
    $
    3.90
   Options Outstanding
    
    
    Options ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    average
    
    
    
    
    
    
    averageRange of Exercise
    
    
    
    
    
    Contractual Life
    
    
    Exercise
    
    
    
    
    
    
    ExercisePrices
    
    Options
    
    
    (Years)
    
    
    Price
    
    
    Options
    
    
    Price$1.42  $5.37
    
    
    1,238,350
    
    
    
    1.77
    
    
    $
    3.78
    
    
    
    1,186,100
    
    
    $
    3.805.50    7.68
    
    
    1,486,000
    
    
    
    3.17
    
    
    
    7.31
    
    
    
    545,775
    
    
    
    7.077.70    9.65
    
    
    1,005,950
    
    
    
    2.44
    
    
    
    9.03
    
    
    
    744,950
    
    
    
    9.1410.05  21.25
    
    
    1,025,692
    
    
    
    1.75
    
    
    
    15.64
    
    
    
    867,142
    
    
    
    16.4721.75  26.00
    
    
    141,500
    
    
    
    3.02
    
    
    
    23.54
    
    
    
    141,500
    
    
    
    23.544,897,492
    
    
    
    2.36
    
    
    $
    8.99
    
    
    
    3,485,467
    
    
    $
    9.41
  Description
    
    SharesConversion of convertible senior subordinated notes
    
    
    11,161Conversion of common stock warrants outstanding
    
    
    1,550Available for issuance pursuant to stock options outstanding
    
    
    4,897Available for future grant under stock based compensation plans
    
    
    1,796Available for issuance for 401(k) plan matching obligations
    
    
    49419,898
 14. Employee Benefit Plans
  49




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 15. Business Segments and Geographic Information
       2005
    
    
    2004
    
    
    2003SalesPower Conversion
    
    $
    346,440
    
    
    $
    354,625
    
    
    $
    314,412Embedded Systems
    
    
    78,261
    
    
    
    74,764
    
    
    
    42,459Total
    
    $
    424,701
    
    
    $
    429,389
    
    
    $
    356,871Operating Income (Loss)Power Conversion
    
    $
    (1,101
    )
    
    $
    12,680
    
    
    $
    (7,486
    )Embedded Systems
    
    
    24,371
    
    
    
    22,292
    
    
    
    7,309Corporate
    
    
    (10,082
    )
    
    
    (12,332
    )
    
    
    (9,407
    )Total
    
    $
    13,188
    
    
    $
    22,640
    
    
    $
    (9,584
    )Capital ExpendituresPower Conversion
    
    $
    10,972
    
    
    $
    20,852
    
    
    $
    6,008Embedded Systems
    
    
    1,611
    
    
    
    1,267
    
    
    
    1,053Corporate
    
    
    14
    
    
    
    21
    
    
    
    20Total
    
    $
    12,597
    
    
    $
    22,140
    
    
    $
    7,081Depreciation and AmortizationPower Conversion
    
    $
    19,686
    
    
    $
    19,840
    
    
    $
    20,433Embedded Systems
    
    
    1,335
    
    
    
    1,529
    
    
    
    1,836Corporate
    
    
    866
    
    
    
    906
    
    
    
    668Total
    
    $
    21,887
    
    
    $
    22,275
    
    
    $
    22,937
 50




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2005
    
    
    2004Year-End AssetsPower Conversion
    
    $
    224,698
    
    
    $
    215,109Embedded Systems
    
    
    60,566
    
    
    
    64,582Corporate
    
    
    51,094
    
    
    
    61,948Total
    
    $
    336,358
    
    
    $
    341,639
  2005
    
    
    2004
    
    
    2003SalesUnited States
    
    $
    221,075
    
    
    $
    255,962
    
    
    $
    223,695Austria
    
    
    47,980
    
    
    
    37,043
    
    
    
    37,982Ireland
    
    
    16,639
    
    
    
    16,780
    
    
    
    19,024Peoples Republic of China
    
    
    129,665
    
    
    
    110,192
    
    
    
    67,253Other foreign countries
    
    
    9,342
    
    
    
    9,412
    
    
    
    8,917Total sales
    
    $
    424,701
    
    
    $
    429,389
    
    
    $
    356,871
 2005
    
    
    2004Long-Lived AssetsUnited States
    
    $
    13,227
    
    
    $
    14,549Austria
    
    
    930
    
    
    
    1,325Ireland
    
    
    704
    
    
    
    1,443Peoples Republic of China
    
    
    29,796
    
    
    
    35,938Other foreign countries
    
    
    1,131
    
    
    
    4,112Total long-lived assets
    
    $
    45,788
    
    
    $
    57,367Net AssetsUnited States
    
    $
    50,846
    
    
    $
    61,998Austria
    
    
    13,595
    
    
    
    13,206Ireland
    
    
    2,979
    
    
    
    1,104Peoples Republic of China
    
    
    57,871
    
    
    
    41,020Other foreign countries
    
    
    17,977
    
    
    
    16,648Total net assets
    
    $
    143,268
    
    
    $
    133,976
 16. Supplemental Cash Flow Disclosures
 2005
    
    
    2004
    
    
    2003Cash paid during the year for:Interest
    
    $
    4,953
    
    
    $
    4,978
    
    
    $
    1,410Income taxes
    
    $
    1,087
    
    
    $
    1,777
    
    
    $
    102
  51




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 17. Earnings Per Share
  2005
    
    
    2004
    
    
    2003Numerator:Numerator for basic earnings per share  net income (loss)
    
    $
    9,936
    
    
    $
    13,873
    
    
    $
    (15,622
    )Effect of potential common shares:convertible subordinated debt
    
    
    
    
    
    
    3,431
    
    
    
    Numerator for diluted earnings per share  net income (loss)
    
    $
    9,936
    
    
    $
    17,304
    
    
    $
    (15,622
    )Denominator:Denominator for basic earnings per share  weighted average
shares
    
    
    39,666
    
    
    
    39,093
    
    
    
    38,678Net effect of dilutive stock options
    
    
    746
    
    
    
    887
    
    
    
    Net effect of dilutive restricted shares
    
    
    30Assumed conversion of convertible subordinated debt
    
    
    
    
    
    
    11,160
    
    
    
    Denominator for diluted earnings per share  weighted
average shares
    
    
    40,442
    
    
    
    51,140
    
    
    
    38,678Basic earnings (loss) per share
    
    $
    0.25
    
    
    $
    0.35
    
    
    $
    (0.40
    )Diluted earnings (loss) per share
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (0.40
    )Antidilutive weighted shares
    
    
    14,484
    
    
    
    4,210
    
    
    
    15,433
  18. Goodwill
  December 30,
    
    
    December 31,2005
    
    
    2004Goodwill
    
    $
    36,737
    
    
    $
    39,475Accumulated amortization
    
    
    (16,191
    )
    
    
    (17,368
    )Goodwill, net
    
    $
    20,546
    
    
    $
    22,107
   52




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##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 19. Related Party Transactions
   20. Recent Accounting Pronouncements
   21. Subsequent Events
    53




---



##### 



ARTESYN TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  22. Selected Consolidated Quarterly Data (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterFiscal 2005Sales
    
    $
    102,450
    
    
    $
    108,067
    
    
    $
    101,952
    
    
    $
    112,232Gross profit
    
    
    26,717
    
    
    
    26,714
    
    
    
    25,642
    
    
    
    29,032Reclassification adjustment (1)
    
    
    884
    
    
    
    830
    
    
    
    981
    
    
    
    933Gross profit as previously reported
    
    
    25,833
    
    
    
    25,884
    
    
    
    24,661
    
    
    
    28,099Net income
    
    
    1,946
    
    
    
    75
    
    
    
    4,020
    
    
    
    3,895Per share  basic
    
    
    0.05
    
    
    
    0.00
    
    
    
    0.10
    
    
    
    0.10Per share  diluted
    
    
    0.05
    
    
    
    0.00
    
    
    
    0.09
    
    
    
    0.09Fiscal 2004Sales
    
    $
    96,513
    
    
    $
    105,497
    
    
    $
    107,013
    
    
    $
    120,366Gross profit
    
    
    25,203
    
    
    
    27,275
    
    
    
    28,423
    
    
    
    31,904Reclassification adjustment (1)
    
    
    730
    
    
    
    803
    
    
    
    789
    
    
    
    852Gross profit as previously reported
    
    
    24,473
    
    
    
    26,472
    
    
    
    27,634
    
    
    
    31,052Net income
    
    
    1,917
    
    
    
    3,078
    
    
    
    3,609
    
    
    
    5,269Per share  basic
    
    
    0.05
    
    
    
    0.08
    
    
    
    0.09
    
    
    
    0.13Per share  diluted
    
    
    0.05
    
    
    
    0.08
    
    
    
    0.09
    
    
    
    0.12
  54




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##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Control over Financial Reporting
  Item 9B. Other Information
  55




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##### 



PART III
 Item 10. Directors and Executive Officers
  www.artesyn.com
 Item 11. Executive Compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
  Item 13. Certain Relationships and Related Transactions
  Item 14. Principal Accounting Fees and Services
  56




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##### 



PART IV
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    Financial Statements, Financial Statement Schedules and Exhibits
 (1)
    
    Financial Statements
  Description
    
    PageManagers
Annual Report on Internal Control Over Financial Reporting
    
    
    27Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
    
    
    28Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
    
    
    29Consolidated Balance Sheets
    
    
    30Consolidated Statements of Operations
    
    
    31Consolidated Statements of Shareholders Equity and Comprehensive Income (Loss)
    
    
    32Consolidated Statements of Cash Flows
    
    
    33Notes to Consolidated Financial Statements
    
    
    34
 (2)
    
    Financial Statement Schedules
  Schedule II  Valuation and Qualifying Accounts
    
    
    61
  (4)
    
    Exhibits Required by Item 601 of Regulation S-K
 Exhibit #
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of February 1, 2006, by and between Artesyn
Technologies, Inc., Emerson Electric Co. and Atlanta Acquisition Sub, Inc.  incorporated
by reference to Exhibit 2.1 of the Registrants Current Report on Form 8-K filed with the
SEC on February 2, 2006.3.1
    
    By-laws of Artesyn Technologies, Inc., as amended October 23, 1997  incorporated by
reference to Exhibit 3.1 of Amendment No. 1 to Registrants Registration Statement on Form
S-4, filed with the SEC on November 13, 1997.3.2
    
    Articles of Incorporation of Artesyn Technologies, Inc.  incorporated by reference to
Exhibit 3.1 of Registrants Annual Report on Form 10-K for the fiscal year ended December
28, 1989.3.3
    
    Articles of Amendment to Articles of Incorporation of Artesyn Technologies, Inc. as of May
6, 1998  incorporated by reference to Exhibit 3.1 of the Registrants Current Report on
Form 8-K filed on May 6, 1998.3.4
    
    Articles of Amendment to Articles of Incorporation of Artesyn Technologies, Inc., as amended
on December 22, 1998  incorporated by reference to Exhibit 3.4 of Registrants Annual
Report on Form 10-K for the fiscal year ended January 1, 1999.4.1
    
    Amended and Restated Rights Agreement, dated as of November 21, 1998, between Artesyn
Technologies, Inc. and The Bank of New York as Rights Agent, including the form of Right
Certificate and the Summary of Rights to Purchase Preferred Shares attached thereto as
Exhibits B and C, respectively  incorporated by reference to Exhibit 4.1 of Registrants
Current Report on Form 8-K filed with the SEC on December 22, 1998.4.2
    
    Amendment No. 1 to Amended and Restated Rights Agreement, dated as of October 22, 2004,
between Artesyn Technologies, Inc. and the Bank of New York  incorporated by reference to
Exhibit 4.2 of Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2004.
 57




---



##### 



Exhibit #
    
    Description4.3
    
    Purchase Agreement between Artesyn Technologies, Inc., Lehman Brothers Inc. and Stephens
Inc., dated August 7, 2003  incorporated by reference to Exhibit 4.1 of Registrants Form
S-3 Registration Statement (File number 333-109053) filed with the SEC on September 23,
2003.4.4
    
    Indenture between Artesyn Technologies, Inc. and The Bank of New York, dated August 13, 2003
 incorporated by reference to Exhibit 4.2 of Registrants Form S-3 Registration Statement
(File number 333-109053) filed with the SEC on September 23, 2003.4.5
    
    Resale Registration Rights Agreement between Artesyn Technologies, Inc., Lehman Brothers
Inc. and Stephens Inc. dated August 13, 2003  incorporated by reference to Exhibit 4.3 of
Registrants Form S-3 Registration Statement (File number 333-109053) filed with the SEC on
September 23, 2003.4.6
    
    Securities Purchase Agreement dated January 14, 2002, by and between Artesyn Technologies,
Inc. and Finestar International Limited  incorporated by reference to Exhibit 4.1 of the
Registrants Current Report on Form 8-K/A, filed with the SEC on January 24, 2002.4.7
    
    Warrant to Purchase Shares of Common Stock of Artesyn Technologies, Inc., dated January 15,
2002, issued by Artesyn Technologies, Inc. to Finestar International Limited  incorporated
by reference to Exhibit 4.3 of Registrants Current Report on Form 8-K/A, filed with the SEC
on January 24, 2002.4.8
    
    Registration Rights Agreement, dated January 15, 2002, by and between Artesyn Technologies,
Inc. and Finestar International Limited  incorporated by reference to Exhibit 4.4 of the
Registrants Current Report on Form 8-K/A, filed with the SEC on January 24, 2002.4.9
    
    Waiver of selected entitlements related to Registration Rights Agreement by and between
Artesyn Technologies, Inc., a Florida corporation, and Finestar International Limited, a
British Virgin Islands corporation  incorporated by reference to Exhibit 10.1 of
Registrants Quarterly Report on Form 10-Q filed with the SEC on May 8, 2002.4.10
    
    Promissory Note Payoff Agreement, dated August 1, 2003, by and between Artesyn Technologies
Inc., a Florida Corporation, and Finestar International Limited, a British Virgin Islands
corporation  incorporated by reference to Exhibit 10.1 of the Registrants Quarterly
report on Form 10-Q filed with the SEC on November 7, 2003.10.1
    
    Third Amended and Restated Employment Agreement, dated as of October 21, 2005, by and
between Artesyn Technologies, Inc., and Joseph M. ODonnell  incorporated by reference to
Exhibit 10.39 of the Registrants Quarterly Report on Form 10-Q filed with the SEC on
November 9, 2005.10.2
    
    Amendment to Third Amended and
Restated Employment Agreement, dated as of March 10, 2006, by
and between Artesyn Technologies, Inc. and Joseph M. ODonnell (filed herewith).10.3
    
    Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc.
and Ewald Braith  incorporated by reference to Exhibit 10.30 of the Registrants Quarterly
report on Form 10-Q filed with the SEC on August 5, 2005.10.4
    
    Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc.
and Norman C. Wussow  incorporated by reference to Exhibit 10.31 of the Registrants
Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.10.5
    
    Severance Agreement, dated as of August 2, 2005, by and between Artesyn Technologies, Inc.
and William Rodger  incorporated by reference to Exhibit 10.32 of the Registrants
Quarterly report on Form 10-Q filed with the SEC on August 5, 2005.10.6
    
    Severance Agreement, dated as of October 21, 2005, by and between Artesyn Technologies, Inc.
and Gary Larsen  incorporated by reference to Exhibit 10.36 of the Registrants Quarterly
Report on Form 10-Q filed with the SEC on November 9, 2005.10.7
    
    Amended and Restated Severance Agreement, dated October 21, 2005, by and between Artesyn
Technologies, Inc. and Scott McCowan  incorporated by reference to Exhibit 10.37 of the
Registrants Quarterly Report on Form 10-Q/A filed with the SEC on March 13, 2006.10.8
    
    Amended and Restated Severance Agreement, dated October 21, 2005, by and between Artesyn
Technologies, Inc. and Ken Blake  incorporated by reference to Exhibit 10.38 of the
Registrants Quarterly Report on Form 10-Q/A filed with the SEC on March 13, 2006.
 58




---



##### 



Exhibit #
    
    Description10.9
    
    Form of Severance Agreement by and between Artesyn Technologies, Inc. and participating
employees  incorporated by reference to Exhibit 10.33 of the Registrants Quarterly report
on Form 10-Q filed with the SEC on August 5, 2005.10.10
    
    1990 Performance Equity Plan, as amended  incorporated by reference to Exhibit 4.1 of
Registrants Registration Statement on Form S-8 (File No. 333-58771) filed with the SEC on
July 9, 1998.10.11
    
    2000 Performance Equity Plan, as amended and restated March 8, 2004  incorporated by
reference to Exhibit 10.9 of Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.12
    
    Form of agreement for stock option awards under the Registrants 2000 Performance Equity
Plan, as amended and restated effective March 8, 2004  incorporated by reference to
Exhibit 10.23 of Registrants Annual Report on Form 10-K for the fiscal year ended December
31, 2004.10.13
    
    Form of Restricted Stock Award Agreement, by and between Artesyn Technologies, Inc. and
participating employees  incorporated by reference to Exhibit 10.40 of the Registrants
Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005.10.14
    
    Amended and Restated 1990 Outside Directors Stock Option Plan, as amended January 29, 2004
 incorporated by reference to Exhibit 10.13 of Registrants Annual Report on Form 10-K for
the fiscal year ended December 31, 2004.10.15
    
    Form of agreement for stock option awards under the Registrants Amended and Restated 1990
Outside Directors Stock Option Plan, as amended January 29, 2004  incorporated by
reference to Exhibit 10.24 of Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.10.16
    
    Outside Directors Retirement Plan effective October 17, 1989, as amended January 25, 1994,
August 15, 1996, January 29, 1998 and October 28, 1999  incorporated by reference to
Exhibit 10.31 of the Registrants Annual Report on Form 10-K for the period ended December
31, 1999.10.17
    
    Form of Agreement under the Outside Directors Retirement plan, dated as of August 4, 2005,
by and between Artesyn Technologies, Inc. and participating directors  incorporated by
reference to Exhibit 10.35 of the Registrants Quarterly report on Form 10-Q filed with the
SEC on August 5, 2005.10.18
    
    Grant Agreement, dated October 26, 1994, by and among the Industrial Development Authority
of Ireland, Power Products Ltd. and Computer Products, Inc.  incorporated by reference to
Exhibit 10.43 of Registrants Annual Report on Form 10-K for the fiscal year ended December
30, 1994.10.19
    
    Grant Agreement, dated December 5, 1997, by and among the Industrial Development Authority
of Ireland, Power Products Ltd. and Computer Products, Inc. (filed herewith).10.20
    
    Supplemental Agreement made the 5th day of September 2003 between the Industrial Development
Agency (Ireland), Artesyn International Limited, and Artesyn Technologies, Inc. 
incorporated by reference to Exhibit 10.2 of the Registrants quarterly report on Form 10-Q
filed with the SEC on November 7, 2003.10.21
    
    Loan and Security Agreement, dated
March 28, 2003, by and among Fleet Capital Corporation,
Artesyn Technologies, Inc. and certain of its subsidiaries  incorporated by reference to
Exhibit 10.1 of the Registrants current report on Form 8-K, filed with the Commission April
3, 2003.10.22
    
    Amendment No. 2 to Loan and
Security Agreement and Consent, dated August 13, 2003, by and among Fleet Capital
Corporation, Artesyn Technologies, Inc. and certain of its
subsidiaries  incorporated by reference to Exhibit 10.21 of Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 2004.10.23
    
    Amendment No. 3 to Loan and Security Agreement and Consent, dated February 2, 2006, by and
among Bank of America, NA, successor in interest to Fleet Capital Corporation, Artesyn
Technologies, Inc. and certain of its subsidiaries (filed herewith).10.24
    
    2006 Executive Incentive Plan of Artesyn Technologies, Inc. (filed herewith).10.25
    
    Description of Performance Metrics Applicable to the 2006 Executive Incentive Plan of
Artesyn Technologies, Inc. (filed herewith).10.26
    
    Confidentiality, Standstill and Board Representation Agreement, dated July 7, 2005, by and
between Artesyn Technologies, Inc. and JANA Partners LLC  incorporated by reference to
Exhibit 10.1 of the Registrants Current Report on Form 8-K filed with the SEC on July 13,
2005.
 59




---



##### 



Exhibit #
    
    Description10.27
    
    Form of voting agreements, by and between Emerson Electric Co. and certain stockholders of
Artesyn Technologies, Inc.  incorporated by reference to Exhibit 10.1 of the Registrants
Current Report on Form 8-K filed with the SEC on February 2, 2006.10.28*
    
    English translation of Supply and Processing Agreement, dated December 28, 2002, by and
between Zhong Shan Carton General Factory Limited Company, Zhong Shan Zhongjing Import and
Export Limited Company and Artesyn Technologies Asia-Pacific Ltd. (filed herewith).21
    
    List of subsidiaries of Artesyn
Technologies, Inc (filed herewith).23.1
    
    Consent of Ernst & Young LLP,
Independent Registered Public Accounting Firm (filed herewith).31.1
    
    Certification by the Chief Executive Officer pursuant to pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    Certification by the Chief Financial Officer pursuant to pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    
    Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).32.2
    
    Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
 
 *Confidential treatment has been requested as to certain portions of this Exhibit pursuant to
Rule 24b-2 promulgated under the Exchange Act. Such portions have been omitted and filed
separately with the SEC. 60




---



##### 



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 For the Years Ended on the Friday Nearest December 31 ($000s)
 COLUMN A
    
    COLUMN B
    
    
    COLUMN C
    
    
    COLUMN D
    
    
    COLUMN EAdditions
    
    
    DeductionsBalance at
    
    
    Charged to
    
    
    Charged to
    
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    
    Costs &
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    End ofDescription
    
    of Period
    
    
    Expenses
    
    
    Accounts
    
    
    Description
    
    
    Amount
    
    
    PeriodFiscal Year 2005:Reserve deducted from asset
to which it applies:Accounts receivable allowances
    
    $
    1,633
    
    
    $
    2,146
    
    
    
    
    
    
    
    (1
    )
    
    $
    2,468
    
    
    $
    1,311Inventory valuation reserve
    
    
    19,652
    
    
    
    4,113
    
    
    
    
    
    
    
    (1
    )
    
    
    6,637
    
    
    
    17,128Valuation allowance for
deferred tax assets
    
    
    16,175
    
    
    
    3,589
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,764Fiscal Year 2004:Reserve deducted from asset
to which it applies:Accounts receivable allowances
    
    $
    2,831
    
    
    $
    1,436
    
    
    
    
    
    
    
    (1
    )
    
    $
    2,634
    
    
    $
    1,633Inventory valuation reserve
    
    
    23,700
    
    
    
    4,397
    
    
    
    
    
    
    
    (1
    )
    
    
    8,445
    
    
    
    19,652Valuation allowance for
deferred tax assets
    
    
    12,415
    
    
    
    3,760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,175Fiscal Year 2003:Reserve deducted from asset
to which it applies:Accounts receivable allowances
    
    $
    3,121
    
    
    $
    1,418
    
    
    
    
    
    
    
    (1
    )
    
    $
    1,708
    
    
    $
    2,831Inventory valuation reserve
    
    
    39,451
    
    
    
    1,874
    
    
    
    
    
    
    
    (1
    )
    
    
    17,625
    
    
    
    23,700Valuation allowance for
deferred tax assets
    
    
    10,733
    
    
    
    1,682
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,415
 
 (1)
    
    The reduction relates to charge-offs. 61




---



##### 



SIGNATURES
  ARTESYN TECHNOLOGIES, INC.(Company)By:
    
    /s/ JOSEPH M. ODONNELLJoseph M. ODonnellChairman of the Board,President and Chief Executive OfficerDated: March 13, 2006
  Signature
    
    Title
    
    Date/s/ JOSEPH M. ODONNELL

Joseph M. ODonnell
    
    Chairman of the Board, President and
Chief Executive Officer and Director (Principal Executive Officer)
    
    March 13, 2006/s/ GARY R. LARSEN

Gary R. Larsen
    
    Vice President  Finance, Chief
Financial Officer and Secretary (Principal Financial and Accounting
Officer)
    
    March 13, 2006/s/ EDWARD S. CROFT, III

Edward S. Croft, III
    
    Director
    
    March 13, 2006/s/ LAWRENCE J. MATTHEWS

Lawrence J. Matthews
    
    Director
    
    March 13, 2006/s/ STEPHEN A. OLLENDORFF

Stephen A. Ollendorff
    
    Director
    
    March 13, 2006/s/ PHILLIP A. OREILLY

Phillip A. OReilly
    
    Director
    
    March 13, 2006/s/ BERT SAGER

Bert Sager
    
    Director
    
    March 13, 2006/s/ A. EUGENE SAPP, JR.

A. Eugene Sapp, Jr.
    
    Director
    
    March 13, 2006/s/ RONALD D. SCHMIDT

Ronald D. Schmidt
    
    Director
    
    March 13, 2006/s/ LEWIS SOLOMON

Lewis Solomon
    
    Director
    
    March 13, 2006/s/ JOHN M. STEEL

John M. Steel
    
    Director
    
    March 13, 2006/s/ MARC WEISMAN

Marc Weisman
    
    Director
    
    March 13, 2006
 62




---



##### 



INDEX TO EXHIBITS
 ExhibitNo.
    
    Description10.2
    
    Amendment to Third Amended and Restated Employment
Agreement, dated as of March 10, 2006, by and between
Artesyn Technologies, Inc. and Joseph M. ODonnell.10.19
    
    Grant Agreement, dated December 5, 1997, by and among the
Industrial Development Authority of Ireland, Power
Products Ltd. and Computer Products, Inc.10.23
    
    Amendment No. 3 to Loan and Security Agreement and
Consent, dated February 2, 2006, by and among Bank of
America, NA, successor in interest to Fleet Capital
Corporation, Artesyn Technologies, Inc. and certain of its
subsidiaries.10.24
    
    2006 Executive Incentive Plan of Artesyn Technologies, Inc.10.25
    
    Description of the 2006 Executive Incentive Plan of
Artesyn Technologies, Inc.10.28*
    
    English translation of Supply and Processing Agreement,
dated December 28, 2002, by and between Zhong Shan Carton
General Factory Limited Company, Zhong Shan Zhongjing
Import and Export Limited Company and Artesyn Technologies
Asia-Pacific Ltd.21
    
    List of subsidiaries of the Company.23.1
    
    Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm.31.1
    
    Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification by the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *Confidential treatment has been requested as to certain portions of this Exhibit pursuant to
Rule 24b-2 promulgated under the Exchange Act. Such portions have been omitted and filed
separately with the SEC. 63