--------------------------------------------------------------------------------

                       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 29, 2000           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 28, 2001 was approximately $570 million.

As of February 23, 2001, 38,234,311 shares of the Registrant's, $0.01 par value,
Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Artesyn's proxy statement for the annual meeting of shareholders to
be held on May 2, 2001 are incorporated by reference into Part III hereof.

--------------------------------------------------------------------------------

<PAGE>

                                     PART I

ITEM 1.  Business

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

Artesyn is a technology-driven supplier of power conversion products and power
system solutions to its chosen markets. Artesyn provides a full range of both
custom and standard AC/DC power supplies and DC/DC power converters. With one of
the premier engineering organizations in the industry, Artesyn provides a
catalog offering over 1,100 standard products. Artesyn also provides integrated
customer solutions for the communications industry through the manufacture of
high performance single-board computers, systems and protocol software
subsystems for real-time applications. In addition, Artesyn 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, Artesyn
has chosen to focus on those sectors of the communications industry that offer
strong prospects for sustained growth. Artesyn'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, technical support, continuous and rapid technological development
and flexible manufacturing, all qualities Artesyn believes it delivers. In
addition, Artesyn 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. These suppliers must continue to introduce more
capable and less expensive products to the marketplace, which would include
development of more viable standard, or "off-the-shelf", products.

Outsourcing
Many companies, and particularly those in growth markets, are identifying their
core competencies and subsequently outsourcing as many of the non-core tasks as
possible, such as the development of power supplies and subsystems. 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 Artesyn, 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, customers generally grant more business to those vendors,
such as Artesyn, that can meet a variety of their needs on a global basis.


                              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.

Artesyn provides standard products, modified standard products and custom
products. Standard products, which are manufactured based on standard platforms
and are offered to customers "off-the-shelf", 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 slightly customized from an existing product platform to meet a
particular customer's special requirement. Custom products are developed
specifically for a single customer to his own specification. Artesyn 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, Artesyn's power
conversion products fall into one of the following three categories:

     o    AC/DC Power Supplies - These products represent the majority of
          Artesyn's product sales as they are used by almost every 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.

     o    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 130W. Artesyn provides these products in high
          volume to makers of various types of terminals, modems, and storage
          systems. They are commonly used for mobile applications.

     o    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. One of the fastest growing DC/DC product areas is
          used to provide power in close physical proximity to the point of use
          and are referred to as "Point-of-Load" power supplies. 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
Artesyn also provides the core communications technology and building blocks for
today's converging telecommunications networks. Product lines include
communication interfaces, CPU boards, and protocol software subsystems which we
have delivered 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>

Artesyn's primary product line is communication interfaces, such as T1 or E1,
which are able to carry either voice or data. These integrated solutions 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
Artesyn provides repair, logistics, assembly, and supply chain services for a
variety of products primarily manufactured by Hewlett-Packard, Apple Computer
and Agilent Technologies. The process of repairing products that fail in the
field involves the logistics of arranging for the return of products and, when
they have been repaired, arranging for the 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. Artesyn 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 Artesyn. Since 1992, Artesyn has taken over from HP the repair
of laserjet and deskjet printers, facsimile machines, and scanners and the
servicing of other products. Through 2000, 89% of Artesyn's revenue from its
repair and logistics services was from HP. We believe this percentage will
decrease as Artesyn solicits new OEMs to become clients.

                                    Strategy

Artesyn utilizes its product offerings (power supplies, embedded computing and
logistics management) to meet the needs of multinational OEM customers who
require sophisticated solutions and who are likely to have substantial volume
requirements. Artesyn's target markets have been defined to focus on high growth
sectors supporting the internet, including computing/mass storage,
carrier/enterprise solutions, wireless infrastructure and network access
technologies. To achieve its objective, Artesyn's strategy is to differentiate
itself from its competition through utilization of new and advanced technology,
superior product performance, quality, service and the lowest total cost of
ownership. Artesyn implements its strategy by combining the following key
elements:

     o    Deliver High-Quality Products and Services - Artesyn believes that
          quality and responsiveness to the customer's needs are of critical
          importance in its efforts to compete successfully. Artesyn 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 Artesyn's planning sessions
          and monitor adherence to their annual plans on a monthly basis.
          Through its commitment to customer service and quality, Artesyn
          believes it is able to provide superior value to its customers.

     o    Provide Leading-Edge Engineering and Time-to-Market - Artesyn's target
          markets and customers are generally 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. Artesyn 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, Artesyn can
          modify standard platforms to meet specific customers' needs for a
          customized product, a fast fulfillment schedule and an affordable
          price.

     o    Develop and Expand Collaborative Relationships - Through the
          development and expansion of collaborative relationships with its
          customers, Artesyn 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 Artesyn with increased
          knowledge regarding the customer's products. Artesyn focuses its
          efforts on customers with whom it believes the opportunity exists to
          develop long-term business collaborations.


                                       4
<PAGE>

     o    Offer Customers the Lowest Total Cost of Ownership - Artesyn strives
          to create value for its customers by seeking to offer them the lowest
          total cost of product ownership. Through manufacturing flexibility,
          reduced time-to-market, worldwide procurement, design for
          manufacturability, and responsive customer service, Artesyn is able to
          complement each customer's unique set of needs. Artesyn 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 Artesyn to design all its
          products to maximize quality and minimize unit cost.

     o    Leverage Advanced Manufacturing and Management Techniques - Artesyn'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, Artesyn 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 Artesyn
          to decrease production costs by improving the efficiency of production
          processes.

                           Marketing and Distribution

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

Although Artesyn seeks to diversify both its customer and market application
bases, sales to three customers represented 14%, 11%, and 10%, respectively, of
fiscal year 2000 sales.

Artesyn has derived a significant portion of its sales in recent years from its
international operations, primarily Ireland and Austria. Thus, Artesyn's future
operations and financial results could be significantly affected by
international factors, such as changes in foreign currency exchange rates or
political instability. Artesyn's operating strategy and pricing take into
account changes in exchange rates over time. However, Artesyn's future results
of operations may be significantly affected in the short term by fluctuations in
foreign currency exchange rates. See Note 14 of the Notes to Consolidated
Financial Statements for additional information.

                           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 companies in the computing and communications markets. The applications
and key customers for Artesyn's products can be grouped as follows:

      Computing/Storage               Transmission Backbone / Optical Networking
      -  Apple                        -  Alcatel
      -  Compaq                       -  Ciena
      -  Dell Computer Corporation    -  Siemens
      -  Hewlett-Packard              -  Sycamore
      -  IBM
      -  Iomega
      -  Sun Microsystems

      Routers/Switches                Wireless Infrastructure
      -  3Com                         -  Alcatel
      -  Ciena                        -  Ericsson
      -  Cisco                        -  Lucent
      -  Lucent                       -  Motorola
      -  Nortel Networks              -  Nokia


                                       5
<PAGE>

                            Materials and Components

The manufacture of Artesyn's products requires a wide variety of materials and
components. Artesyn 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 Artesyn's manufactured products,
components used in the manufacture of these products are currently obtained from
a limited number of suppliers. Artesyn also manufactures certain of its
components. Artesyn will continue to design component flexibility into its
manufacturing process, including identifying alternative parts and suppliers.
Despite these efforts, Artesyn has experienced, and continues to experience,
disruptions or shortages in the supply of certain components, both in the
manufacture of custom and standard products. Failure to obtain these components
in a timely manner has resulted in reduced revenue from orders that could not be
completed, increases in manufacturing costs due to manufacturing inefficiencies,
and cancellation of orders due to Artesyn's inability to meet delivery
requirements. For the most part, these disruptions are the result of Artesyn's
suppliers failing to meet delivery requirements due to unforeseen demand for the
individual components. In these cases, the component was available, but on a
delayed delivery basis.

                                  Manufacturing

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

                          Intellectual Property Matters

Artesyn 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, Artesyn has protected certain of
its products with patents where appropriate and has defended, and will continue
to defend, its rights under these patents.

                                     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 29, 2000
was $231.5 million as compared to $140.4 million at December 31, 1999 due to the
significant number of program wins Artesyn experienced in 2000. Historically,
the effects of changes and cancellations have not been significant to Artesyn's
operations. Artesyn expects to ship substantially all of its December 29, 2000
backlog in the first six months of 2001.

In 2000, due to an industry-wide disruption in the availability of certain
components, Artesyn experienced an increase in lead times on many of the orders
it booked. Customers, who did not want their own manufacturing schedules
compromised placed orders well in advance of anticipated requirements. While
Artesyn experienced a significantly higher level of backlog in 2000 in
comparison with 1999 a portion of the increase can be attributed to increased
lead times and customer concerns about product availability.

                                   Competition

The industry in which Artesyn 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


                                       6
<PAGE>

loss of market share, each of which could adversely affect Artesyn's results of
operations and financial condition. Artesyn's principal competitors include
Delta Electronics, Emerson Electric, Lucent Technologies, and Power One. Lucent
Technologies recently announced that its power systems business unit will be
sold to Tyco International. Should the transaction be completed, Tyco
International would likely replace Lucent Technologies as a competitor.
Artesyn's competitors have also been engaged in other 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 Artesyn's ability to compete.

                            Research and Development

Artesyn maintains an active research and development department, which is
engaged in the modification and improvement of existing products and the
development of new products. Expenditures for research and development during
fiscal years 2000, 1999, and 1998 were approximately $44.9 million, $36.4
million, and $33.4 million, respectively. As a percentage of sales, research and
development accounted for 6.5%, 6.1% and 6.3% in fiscal years 2000, 1999 and
1998, respectively. Research and development spending has increased in absolute
dollars in each of the past three years as Artesyn invested in new product
platforms to service the communications industry. Artesyn expects this trend to
continue since the timely introduction of new technology and products is an
important component of its competitive strategy.

                                    Employees

Artesyn presently employs approximately 5,200 full-time people. In addition,
Artesyn presently has approximately 4,000 temporary employees and contractors, a
majority of which are at its China facility. Artesyn's ability to conduct its
present and proposed activities would be impaired if it 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, Artesyn has not, to date, experienced difficulty in
attracting and retaining sufficient engineering and technical personnel to meet
its needs and business objectives. None of Artesyn's domestic employees is
covered by collective bargaining agreements. Artesyn considers its relations
with its employees to be good.

                              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, Artesyn does not anticipate that such laws and
regulations will have a material effect on its results of operations, capital
expenditures, financial condition or competitive position.

ITEM 2.  Properties

Artesyn currently occupies approximately 1,540,000 square feet of office and
manufacturing space worldwide. Approximately 37% of the space utilized by
Artesyn is owned while 63% is leased. The Company maintains the following
facilities:

<TABLE>
<CAPTION>
                                                                           Approximate
                                                                              Square       Owned vs
            Facility                       Primary Activity                  Footage       Leased
---------------------------------- ---------------------------------- ---------------- ---------------
<S>                                <C>                                        <C>          <C>
Boca Raton, FL                     Corporate Headquarters                       8,700      Leased
Broomfield, CO                     Manufacturing                               81,000      Leased
Eden Prairie, MN                   Engineering, Administration                 28,000      Leased
Edinburgh, Scotland                Engineering, Administration                  6,800      Leased
Edinburgh, Scotland                Engineering                                  4,000      Leased
Einsiedel, Germany                 Manufacturing                               28,400      Owned
Etten-Leur, Netherlands            Engineering                                 19,000      Leased
Framingham, MA                     Engineering, Administration                 11,000      Leased
Fremont, CA                        Engineering, Administration                 45,000      Leased
Hong Kong                          Manufacturing                              144,900      Owned
</TABLE>


                                       7
<PAGE>

<TABLE>
<S>                                <C>                                        <C>          <C>
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
Madison, WI                        Administration                              15,000      Leased
Oberhausen, Germany                Manufacturing                               62,500      Owned
Redwood Falls, MN                  Manufacturing                              117,000      Owned
Redwood Falls, MN                  Manufacturing                               71,000      Leased
Tatabanya, Hungary                 Manufacturing                              115,000      Owned
Tuscon, Arizona                    Engineering                                  5,000      Leased
Vienna, Austria                    Engineering, Administration                 17,200      Leased
Youghal, Ireland                   Manufacturing                               86,000      Owned
</TABLE>

In addition to the above locations, Artesyn has leased sales offices located in
or near London, England; Paris, France; and Munich, Germany. Artesyn considers
the facilities described in this Item to be adequate for its current needs.
However, Artesyn 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

On February 8, 2001, VLT, Inc. ("VLT") and Vicor Corporation ("Vicor") filed a
suit in the United States District Court of Massachusetts alleging that Artesyn
has infringed and is infringing on U.S. Reissue Patent No. 36,098 (the "`098
Patent") entitled "Optimal Resetting of The Transformer's Core in Single Ended
Forward Converters". The `098 Patent is a reissue of United States Patent No.
4,441,146, which issued on April 3, 1984. The `098 Patent is the subject of
litigation in an action captioned Vicor Corp. v Unitrode Corp., (D. Mass.), in
which the court recently rejected certain arguments that the `098 Patent is
invalid. In the action against Artesyn, VLT and Vicor have alleged that they
are, respectively, the owner and a licensee of the `098 Patent and that Artesyn
has manufactured, used or sold electronic power converters with reset circuits
that fall within the claims of the patent. The suit requests that Artesyn pay
damages, including lost profits, interest, attorneys' fees and increased
damages. Artesyn cannot predict what impact, if any, the ultimate outcome of
this matter might have on the consolidated statements. Artesyn believes it has
strong defenses to the plaintiffs' claims against it and intends to vigorously
assert them.

In addition to the above matter, Artesyn is a party to various other legal
proceedings, which have arisen in the ordinary course of business. While the
results of these matters cannot be predicted with certainty, Artesyn believes
that losses, if any, resulting from the ultimate resolution of these matters
will not have a material adverse effect on its consolidated results of
operations, cash flows or financial position.

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 29, 2000.

ITEM 4A. Executive Officers

       Name             Age             Position(s) with the Company
---------------------- ------ --------------------------------------------------
Robert J. Aebli         65    President - Communication Products
Kenneth E. Blake        46    President - Marketing and Development
D. Harvey Dewan         61    President - President - Global Manufacturing
Richard F. Gerrity      45    Corporate Treasurer
Joseph M. O'Donnell     54    Co-Chairman of the Board of Directors; President
                              and Chief Executive Officer
Richard J. Thompson     51    Vice President - Finance; Chief Financial Officer
                              and Secretary
Norman C. Wussow        54    President - North America Commercial

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


                                       8
<PAGE>


Kenneth E. Blake was appointed President-Marketing and Development in August
2000. Previously Mr. Blake was Vice President-Sales and Marketing for Arcom,
Inc., a provider of design and installation services for network systems from
February 1999 through August 2000. For more than five years prior to that, Mr.
Blake was with Artesyn in the capacity of Vice President-Sales.

D. Harvey Dewan was appointed President of Global Manufacturing in January 2000.
From December 1997 to December 1999, Mr. Dewan served as Artesyn's President of
North America and Asia Manufacturing. From February to December 1997, Mr. Dewan
was Vice President of Operations for Artesyn'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.

Richard F. Gerrity was appointed Corporate Treasurer in July 2000. From April
1996 to July 2000, Mr. Gerrity served as Treasury Director of Hadco Corporation,
a manufacturer of electronic components for the technology industry.

Joseph M. O'Donnell was appointed Chairman of the Board of Directors in February
1997 and as Co-Chairman of the Board following Artesyn's merger with Zytec. Mr.
O'Donnell has served as President and Chief Executive Officer of Artesyn since
July 1994. Mr. O'Donnell is a Director of Inprimis Technologies, a provider of
product design and related services.

Richard J. Thompson has served as Vice President - Finance, Chief Financial
Officer, and Secretary of Artesyn since June 1990. Mr. Thompson is a Director of
Blue Wave Systems, Inc., a manufacturer of 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 Artesyn'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 Artesyn.

                                     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 Artesyn's common stock
appear in Note 15 of the Notes to Consolidated Financial Statements entitled
"Selected Consolidated Quarterly Data" accompanying the annual report.

As of December 29, 2000, there were approximately 14,608 shareholders consisting
of record holders and individual participants in security position listings.

To date, Artesyn has not paid any cash dividends on its capital stock. The Board
of Directors presently intends to retain all earnings for use in Artesyn's
business and does not anticipate paying cash dividends in the foreseeable
future. However, on July 22, 1998, Artesyn's Board of Directors authorized a
share repurchase program to purchase up to 4.0 million shares of Artesyn's
common stock in the open market or in privately-negotiated transactions,
depending on market conditions and other factors. As of December 29, 2000,
Artesyn had repurchased and retired 3,548,700 shares of its common stock for a
total of approximately $60.5 million in cash. Artesyn recently put a $275
million revolving credit facility in place, which contains certain restrictive
covenants that, among other things, require it to maintain certain financial
ratios and may limit the purchase, transfer or distribution of Artesyn's assets.


                                       9
<PAGE>

ITEM 6.  Selected Financial Information

The following table sets forth certain selected financial information of the
Company.

<TABLE>
<CAPTION>
For the Years Ended on the Friday Nearest December 31
(Dollars in Thousands Except Per Share Data)
                                                                    2000          1999          1998          1997         1996
                                                                --------------------------------------------------------------------
Results of Operations
<S>                                                                 <C>           <C>           <C>           <C>          <C>
Sales                                                               $690,083      $594,155      $532,392      $527,236     $435,731
Income from continuing operations                                     43,253        43,362        27,044        31,882       29,555
     Per share - basic                                                  1.15          1.16          0.70          0.87         0.84
     Per share - diluted                                                1.10          1.11          0.67          0.80         0.78
Net income                                                            43,253        43,362        27,044        29,820       30,059
     Per share - basic                                                  1.15          1.16          0.70          0.81         0.85
     Per share - diluted                                                1.10          1.11          0.67          0.75         0.79

Financial Position

Working capital                                                     $176,113      $127,637      $120,970      $115,822     $ 92,029
Property, plant & equipment, net                                     105,059        88,468        75,032        61,581       48,671
Total assets                                                         497,815       359,050       325,392       322,177      239,487
Long-term debt and capital lease obligations                          73,301        44,154        50,283        52,949       43,945
Total debt                                                            74,813        46,110        52,990        68,547       57,097
Shareholders' equity                                                 256,512       199,912       181,088       162,676      117,006
Total capitalization                                                 331,325       246,022       234,078       231,223      174,103

Financial Statistics

Selling, general and administrative expenses (includes
     amortization of goodwill)                                       $68,979       $52,404       $54,548       $52,058      $42,232
   - as a % of sales                                                   10.0%          8.8%         10.2%          9.9%         9.7%
Research and development expenses                                     44,867        36,413        33,401        30,032       23,612
   - as a % of sales                                                    6.5%          6.1%          6.3%          5.7%         5.4%
Operating income                                                      67,139        64,861        41,981        52,443       41,077
   - as a % of sales                                                    9.7%         10.9%          7.9%          9.9%         9.4%
Total debt as a % of total capitalization                                23%           19%           23%           30%          33%
Debt to equity ratio                                                     29%           23%           29%           42%          49%
Interest coverage ratio                                                13.42         21.01         11.06         11.00         9.21

Other Data

Capital expenditures                                                 $39,256       $33,359       $26,795       $22,231       $9,387
Depreciation and amortization                                        $27,195       $20,109       $16,898       $13,561      $10,287
Common shares outstanding (000's)                                     38,282        37,127        37,882        38,381       36,042
Employees                                                              5,227         4,628         4,290         4,219        3,519
Temporary employees and contractors                                    3,960         3,269         2,326         2,663        1,670
</TABLE>


                                       10
<PAGE>

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

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. Artesyn 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 Artesyn's other reports filed with the Securities and Exchange
Commission, could affect Artesyn's actual results and cause them to differ
materially from those in the forward-looking statements.

Results of Operations

2000 Compared to 1999

Sales. Sales for Artesyn for the fiscal year ended December 29, 2000 were $690.1
million compared to $594.2 million in fiscal 1999, an increase of $95.9 million
or 16%. The increase in sales is primarily due to higher sales of DC/DC power
converters, and embedded CPU boards and integrated communication products. The
increase in DC/DC sales is the result of the industry trend toward Distributed
Power Architecture ("DPA"), which utilizes the DC/DC power converters Artesyn
offers and continues to develop. In addition, strong end-user demand resulted in
increases in sales of embedded CPU boards and integrated communication products.
Artesyn has made significant investments to develop and commercialize product
offerings for this market, and these efforts positively affected Artesyn's level
of 2000 sales in comparison to 1999. In addition, there was a significant
increase in sales to distribution customers, which market Artesyn's standard
products to individual manufacturers in a variety of industries.

The increase in sales in 2000 was achieved despite interruptions in the supply
of certain key components, mainly tantalum capacitors and magnetics, which
reduced sales by preventing Artesyn from fulfilling certain orders that had been
booked. The inability to obtain these parts kept Artesyn from completing orders
and filling backlog to the fullest extent possible. The supply chain disruptions
were particularly severe in the fourth quarter of 2000, resulting in sales
significantly below expectations. Continued shortages of these components may
continue to reduce Artesyn's level of sales during 2001, although Artesyn
believes the effect will diminish in the second half of the year. Artesyn will
continue to work with its suppliers and continue to identify new sources for its
components in order to help lessen the impact of the supply interruption.

Overall customer demand was significantly stronger in 2000 in comparison to
1999. Orders for the fiscal year grew to $785.7 million, representing a 23%
increase over the $639.9 million of orders received in fiscal 1999. At December
29, 2000, Artesyn's order backlog was $231.5 million compared to a backlog of
$140.4 million at December 31, 1999, representing a 65% increase. Backlog
consists of purchase orders on hand having delivery dates scheduled within the
next six months. In 2000, due to an industry-wide disruption in the availability
of certain components, Artesyn experienced an increase in lead times on many of
the orders it booked. Customers, who did not want their own manufacturing
schedules compromised placed orders well in advance of anticipated requirements.
While Artesyn experienced a significantly higher level of backlog in 2000 in
comparison with 1999, a portion of the increase can be attributed to increased
lead times and customer concerns about product availability.

Over the past several months, several of Artesyn's customers have significantly
lowered their growth projections for 2001 in response to slowing demand. Most
customers are currently forecasting reduced growth rates in the first quarter of
2001 as inventories are adjusted, with a return to previously anticipated growth
rates in the second half of the year. The industry wide slowdown is expected to
impact Artesyn's growth rate in 2001. While Artesyn continues to anticipate
increases in revenue over comparable 2000 periods due to the demand from
networking and communications customers, the magnitude of this growth is unknown
due to the uncertainty in industry-wide demand and the effect of component
supply disruptions.

Gross Margin. Gross margin as a percent of revenue for fiscal 2000 increased to
26.2% compared to 25.9% in fiscal 1999. The increase in gross margin as a
percent of revenue is primarily the result of a favorable change in the sales
mix of Artesyn's products partially offset by increased costs of sales due to
the supply chain disruptions previously discussed.


                                       11
<PAGE>

Sales of single board computers and protocol software along with sales of
standard power products increased as a percent of total sales over 1999. Sales
of these products generally yield higher gross margins than other products
offered by Artesyn.

In addition, Artesyn's acquisition of Spider Software, Ltd. ("Spider") in the
first quarter of 2000 caused gross margin as a percent of revenue to increase in
fiscal 2000 compared to fiscal 1999. While Spider's total revenue is not
material to the results of Artesyn for the fiscal year ended December 29, 2000,
the nature of Spider's software business dictates that most of its costs are
classified as operating expenses as opposed to cost of sales, resulting in
higher gross margin as a percent of sales for its products. Without Spider, the
gross margin as a percent of sales for Artesyn for the fiscal year ended
December 29, 2000 would have been 25.9%.

The supply chain issue also negatively impacted gross margin, particularly in
the fourth quarter of 2000. As the required components became scarce, suppliers
increased the prices for these items. In addition, the lack of availability of
certain components kept Artesyn from manufacturing on its planned schedule,
resulting in an underabsorption of costs and other manufacturing inefficiencies.

Artesyn does not expect to be able to maintain the level of gross margin as a
percent of sales in fiscal 2001 it experienced in fiscal 2000. As a result of
program wins in 2000, Artesyn will enter the market for power conversion
equipment for mid-range servers in 2001. While these sales are substantial from
a volume standpoint, the market for these products is more cost competitive,
resulting in lower gross margin percent associated with these products in
comparison with Artesyn's level of gross margin percent in fiscal 2000. The
final gross margin percent will depend on the overall company-wide mix of
product sales and the extent to which the manufacturing inefficiencies caused by
the supply chain disruptions are minimized.

Operating Expenses. Selling, general and administrative expenses were $62.8
million (or 9.1% of sales) in fiscal 2000 compared to $50.2 million (or 8.4% of
sales) in fiscal 1999. These increases are primarily the result of higher
selling expenses to support future revenue growth in the wireless and access
markets and the inclusion of the results of Spider, whose costs products costs
are classified as operating expenses rather than cost of sales. In addition,
operating expenses were significantly impacted by an increase in the amount of
commissions paid in fiscal 2000 in comparison with fiscal 1999, due to the
increase in total sales and the increase in sales of standard power products and
single board computers as a percent of total. These products generally require
higher commission rates than sales of other products.

Artesyn increased its significant investment in research and development which
totaled $44.9 million, or 6.5% of sales in fiscal 2000 compared to $36.4
million, or 6.1% of sales in 1999 fiscal. Artesyn believes that the timely
introduction of new technology and products is an important component of its
competitive strategy. In early 2000, Artesyn announced plans to increase
research and development spending during 2000 in order to accelerate the
introduction of new products into the market, which included expenses incurred
by Azcore Technologies, Inc. ("Azcore"), a subsidiary of Artesyn, for the
continued development and commercialization of its DC/DC technology. Artesyn is
expected to maintain its current level of research and development expenses as a
percentage of sales throughout 2001.

Amortization expense for the fiscal year ended December 29, 2000 was $6.2
million, an increase of $4.0 million, or 180%, over 1999. These increases were
the result of the inclusion of amortization expense related to the fiscal 2000
acquisitions of Spider and Azcore.

Interest Expense, net. Net interest expense in fiscal 2000 increased from $1.7
million in fiscal 1999 to $3.3 million in fiscal 2000, an increase of 97%. These
increases were primarily the result of additional outstanding borrowing related
to the acquisition of Spider. These amounts are expected to remain outstanding
for the foreseeable future.

Provision for income taxes. Provision for income taxes increased to 32.3% of
pretax income in fiscal 2000, compared to 31.4% of pretax income in fiscal 1999.
Artesyn's effective tax rate was higher in fiscal 2000 primarily due to the
non-deductibility of amortization expenses associated with the goodwill recorded
related to the acquisition of Spider and Azcore in fiscal 2000. For additional
information regarding income taxes, refer to Note 7 of the Notes to Consolidated
Financial Statements.


                                       12
<PAGE>

Net Income. Net income for fiscal 2000 was $43.3 million, or $1.10 per diluted
share, compared to $43.4 million, or $1.11 per diluted share, for previous year.
Net income was essentially the same in fiscal 2000 in comparison to fiscal 1999
despite a significant increase in sales. The increase in sale was offset by
increased prices paid for critical components and manufacturing inefficiencies
as a result of the component shortages previously discussed.

Acquisitions. Effective March 27, 2000, Artesyn acquired 100% of the capital
stock of Spider. The purchase price included approximately $33 million of fixed
cash payments, of which $28 million was paid in the first quarter of 2000 and
the remaining $5 million will be paid in equal installments in March 2002 and
March 2003, and an additional approximately $11 million of contingent
consideration based on Spider's ability to achieve certain earnings targets
through March 2003. Spider supplies embedded telecommunications and networking
software to the communications market place. Spider's products are used to
facilitate communication across and between telecommunications and data
communications networks, computers and wireless and fixed wire
telecommunications devices. Prior to the acquisition, Artesyn had been
partnering with Spider for over three years to provide bundled software/hardware
solutions to the communications market place. Artesyn believes that the
acquisition of Spider will allow it to more efficiently address customer's
demands in the rapidly growing market for integrated communication interfaces
and protocol subsystems for the communications market. The acquisition was
accounted for as a purchase, and approximately $33.8 million in goodwill was
recorded as result of the transaction and will be amortized over six years.

Effective August 4, 2000, Artesyn acquired 100% of the capital stock of Azcore.
The purchase price consisted of a $5.8 million cash payment, net of cash
acquired and additional contingent payments of up to $8.0 million if Azcore's
products meet certain developmental milestones. One of these contingent payments
was made in the fourth quarter of 2000 for $0.7 million. The balance of the
contingent payments are expected to be made by the second quarter of 2001.
Azcore has certain products and technology in development that Artesyn believes
compliment and enhance its current product offerings and provide significant
long-term growth opportunities. The acquisition was accounted for under the
purchase method of accounting. Accordingly, goodwill of approximately $6.5
million was recorded, representing the excess of the purchase price over the
estimated fair value of the net assets acquired and transaction costs. The
goodwill is being amortized on a straight-line basis over a period of twenty
years.

Subsequent Event - On January 23, 2001, Artesyn acquired 100% of the capital
stock of Real Time Digital, Inc. of Wall, New Jersey ("RTD"). RTD is a developer
of Digital Signal Processor ("DSP") software and high-density DSP board level
products for the Voice Over IP market. With this acquisition, Artesyn will be
able to expand its voice over packet product offerings to include additional
solutions for voice over IP gateways, media gateways, and media servers. The
purchase price was approximately $3.4 million along with contingent earn-out
payments of up to $7.0 million. The acquisition will be accounted for using the
purchase method of accounting.

On February 8, 2001, VLT and Vicor filed a suit in the United States District
Court of Massachusetts alleging that Artesyn has infringed and is infringing on
the `098 Patent entitled "Optimal Resetting of The Transformer's Core in Single
Ended Forward Converters". The `098 Patent is a reissue of United States Patent
No. 4,441,146, which issued on April 3, 1984. The `098 Patent is the subject of
litigation in an action captioned Vicor Corp. v Unitrode Corp., (D. Mass.), in
which the court recently rejected certain arguments that the `098 Patent is
invalid. In the action against Artesyn, VLT and Vicor have alleged that they
are, respectively, the owner and a licensee of the `098 Patent and that Artesyn
has manufactured, used or sold electronic power converters with reset circuits
that fall within the claims of the patent. The suit requests that Artesyn pay
damages, including lost profits, interest, attorneys' fees and increased
damages. Artesyn believes it has strong defenses to the plaintiffs' claims
against it and intends to vigorously assert them.


1999 Compared to 1998

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

Orders for fiscal 1999 were $639.9 million compared to $526.5 million in fiscal
1998. On December 31, 1999, Artesyn's order backlog was $140.4 million compared
to $98.3 million on January 2, 1998.


                                       13
<PAGE>

Gross margin. Gross profit margin for fiscal 1999 was 25.9% compared to 25.8%
reported in fiscal 1998. Despite higher margins resulting from changes on
product mix in fiscal 1999, gross margins were basically unchanged in fiscal
1999 due to increased competitive pricing involving high volume sales, by new
product start-up costs, and by a shift in sales mix to Artesyn's high-volume but
lower-margin OEM customers compared to fiscal 1998.

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

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

Operating expenses. Selling, general and administrative expenses were $52.4
million, or 8.8% of sales, in fiscal 1999 compared to $54.5 million, or 10.3% of
sales, in fiscal 1998. This decrease primarily reflects efficiencies gained from
Artesyn's merger with Zytec partially offset by expenses associated with Year
2000 compliance and the implementation of Artesyn's ERP computer information
system.

Artesyn continued its long-term commitment to new products by investing $36.4
million, or 6.1% of sales, in research and development activities during fiscal
1999 compared to $33.4 million, or 6.3% of sales, in fiscal 1998. The dollar
increase is the result of Artesyn's competitive strategy to continue to invest
in the timely introduction of new technology and products.

Provision for income taxes. Provision for income taxes decreased to 31.4% of
pretax income in fiscal 1999 from 33.0% in fiscal 1998. The effective tax rate
was lower in fiscal 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 7 of the Notes to Consolidated
Financial Statements.

Net income. Net income for fiscal 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 fiscal 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.

Liquidity and Capital Resources

For the fiscal year ended December 29, 2000, Artesyn's cash and equivalents
decreased to $34.4 million from $37.6 million in fiscal 1999. This decrease was
the result of cash from operations of $30.4 million, $19.2 million in proceeds
from exercises of stock options and the issuance of $54.5 million of long term
debt offset by $9.2 million spent for repurchases of Artesyn's common stock,
$39.3 million spent for capital expenditures, $24.0 of principal debt repayments
and $34.5 million spent for the purchases of Spider and Azcore, net of cash
acquired.

Cash provided by operations decreased to $30.4 million for the fiscal year ended
December 29, 2000 compared with $52.8 million provided in fiscal 1999. Cash from
operations was negatively impacted by a significant increase in the balance of
accounts receivable and inventory in fiscal 2000. The cash flow used by changes
in accounts receivable and inventory was $110.6 million in fiscal 2000, compared
to $45.6 million in fiscal 1999. These uses of cash were the result of Artesyn's
increased level of business activity and circumstances related to supply chain
disruptions as previously discussed. The availability of components affected
Artesyn's ability to complete certain orders, resulting in increases to raw
material and work-in-process inventory. The increases in accounts receivable and
inventory were somewhat offset by increases in accounts payable and accrued
liabilities of $45.9 million in fiscal 2000, compared with $27.1 million in
fiscal 1999.

Capital expenditures for fiscal 2000 totaled $39.3 million primarily for the
continued upgrade of facilities and equipment in support of Artesyn's current
operating activities, including $5.4 million related to the implementation of
the new Enterprise Resource Planning ("ERP") system. Artesyn's current overall
commitment to fully implement the ERP system is approximately $27.0 million, of
which approximately $25.0 million is to be capitalized and amortized and $2.0
million is to be expensed as incurred. The overall commitment, which was
commenced in 1997, is expected to be incurred over a


                                       14
<PAGE>

four year period. As of December 29, 2000, $24.7 million of total commitment had
been incurred, approximately $23.2 million of which had been capitalized and
$1.5 million had been expensed.

Artesyn expects to continue to invest in the continued upgrade of facilities and
equipment during 2001. Artesyn's manufacturing process must be continually
upgraded to ensure that its facilities are operating in the most efficient
manner possible, and that it maintains the capacity for the proper mix of
products. For this reason, Artesyn expects to slightly increase its level of
capital expenditures in 2001 in comparison to 2000, with the exception of the
amounts capitalized related to the ERP system. Implementation of the ERP system
will be completed in 2001, and Artesyn does not expect to incur or capitalize
expenses related to the ERP implementation beyond the first half of 2001.

During March 2000, Spider was acquired for approximately $33.0 million of fixed
cash payments and approximately $11.0 million of contingent consideration based
on Spider's ability to achieve certain earnings targets through March 2003,
which will be made annually if specified earn out targets are met. Cash payments
of $28.0 million were paid in the first quarter of 2000 and the remaining fixed
cash payments of $5.0 million will be paid in equal installments in March 2002
and March 2003.

During August 2000, Azcore was acquired for approximately $5.8 million of fixed
cash payments and up to $8.0 million in contingent consideration based on
certain products related to Azcore's technology reaching milestones toward their
commercialization. Artesyn made an initial payment of approximately $0.7 million
to the former owners of Azcore in December 2000, and expects to make the
remainder of the payments in the first half of 2001.

Net cash provided in financing activities of $40.5 million in fiscal 2000, which
reflects net proceeds from revolving credit loans less principal payments on
capital leases of $24.0 million and $19.2 million in proceeds from stock option
exercises partially offset by the repurchase and retirement of 476,500 shares of
Artesyn's common stock for $9.2 million. Net cash used in financing activities
of $25.1 million in fiscal 1999 reflects mainly the repurchase and retirement of
1,860,700 shares of Artesyn's common stock for $31.9 million partially offset by
$10.0 million in proceeds from stock option exercises.

In 1998, Artesyn's Board of Directors authorized the repurchase of 4.0 million
shares of company common stock in the open market or privately negotiated
transactions, depending on market conditions and the availability of funds. As
of December 29, 2000, Artesyn had repurchased 3,548,700 shares of stock for
$60.5 million related to the 1998 program. Artesyn expects that the remaining
authorized shares will be repurchased during 2001.

On January 23, 2001, Artesyn entered into a revolving credit agreement with a
syndicate of banks which provided a three year, multi-currency $275 million
credit facility. The revolving facility, which expires on March 2004, replaces
Artesyn's previous $200 million credit line. The agreement provides for various
interest rate options on the facility initially based on the London Interbank
Offer Rates ("Libor") plus 1.0% and includes a fee of 0.225% on the unused
balance, and a 0.125% commitment fee. The agreement contains certain restrictive
covenants typical of a loan of this size and nature that, among other things,
require Artesyn to maintain certain financial ratios and limit the purchase,
transfer, or distribution of company assets. On January 23, 2001, $91.7 in
existing loans were repaid from borrowings under the new revolving credit
facility. Any outstanding amounts under the credit facility are due on March 31,
2004.

Based on current plans and business conditions, Artesyn 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,
contingent payments related to acquisitions, and operating lease commitments for
the next twelve months.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an Amendment of SFAS No. 133." SFAS No. 133 requires Artesyn to recognize all
derivative instruments in the balance sheet at fair value. Derivatives that are
not part of a hedging relationship must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge, the
effective portion of the hedge's change in fair value is either (1) offset
against the change in fair value of the hedged asset, liability or firm
commitment through income or (2) held in equity until the hedged item is


                                       15
<PAGE>

recognized in income. The ineffective portion of a hedge's change in fair value
is immediately recognized in income. SFAS No. 138 establishes accounting and
reporting standards for derivative instruments, including certain derivative
investments embedded in other contracts, and for hedging activities. In
addition, it addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS No. 133 and amends the
accounting and reporting standards of SFAS No. 133 for certain derivative
instruments and certain hedging activities. Artesyn adopted SFAS No. 133, as
amended, on December 30, 2000. The adoption of SFAS No. 133 will result in an
increase in total assets of $1.3 million and a $0.9 million increase, net of
tax, in shareholders' equity in our financial statements on December 30, 2000.

Effective in October 2000, the SEC issued Staff Accounting Bulletin No. 101
"Revenue Recognition" ("SAB No. 101"), provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements filed with the
SEC. SAB No. 101 outlines the basic criteria that must be met to recognize
revenue and provides guidance for disclosure related to revenue recognition
policies. Management believes Artesyn's revenue recognition practices are in
conformity with the guidelines prescribed in SAB No. 101.

Market Value

 Fair value estimates are made at a specific point in time, based on relevant
market information about the financial instrument. These estimates are
subjective in nature and involves uncertainties and matters of significant
judgment. The fair value of variable rate debt approximates the carrying value
since interest rates are variable and, thus, approximate current market rates.
The fair value of interest rate swaps is determined from dealer quotations and
represents the discounted future cash flows through maturity or expiration using
current rates. The fair value is effectively the amount Artesyn would pay or
receive to terminate the agreements. The value of the foreign currency forward
contracts is calculated comparing the translated notional amount of the
contracts, which is denominated in a currency other than US dollars, at the
current currency rate and at the initial contract rate. Once again, the fair
value is effectively the amount Artesyn would pay or receive to terminate the
agreement (000's) :

<TABLE>
<CAPTION>
                           2001           2002           2003           2004           2005        Thereafter       Total
                        ----------     ----------     ----------     ----------     ----------     ----------     ----------
<S>                      <C>            <C>             <C>           <C>            <C>            <C>            <C>
Variable Rate Debt       $     --       $ 73,060        $  --         $    --        $    --        $  --          $ 73,060
   Average interest
     rates                     --           6.97%          --              --             --           --                --
Interest rate swaps            --        $   (43)                     $   (69)                                     $   (112)
   Average pay rate            --           6.75%          --            4.79%            --           --                --
   Average receive
     rate                      --           6.82%          --            4.83%            --           --                --
Currency forward
     contracts           $ (1,268)            --           --              --             --           --          $ (1,268)
</TABLE>

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. Artesyn has begun to
assess and address the issues involved with the introduction of the euro. Issues
facing Artesyn relating to the euro include: converting information technology
systems; reassessing currency risk; negotiating and amending licensing
agreements and contracts; and processing tax and accounting records. Artesyn
does not presently expect that introduction and use of the euro will materially
affect its foreign exchange and hedging activities or use of derivative
instruments. While Artesyn will continue to evaluate the impact of the euro's
introduction over time, based on currently available information, it does not
believe that the introduction of the euro currency will have a material adverse
impact on the financial condition or overall trends in results of operations.


                                       16
<PAGE>

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, Artesyn 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 Artesyn'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 Artesyn 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 Artesyn's business, operating
results and financial condition.

Reliance on Customers. Sales to three customers accounted for approximately 14%,
11% and 10%, respectively, of sales in 2000. Decisions by a small number of
customers to defer their purchasing decisions or to purchase products elsewhere
could have a material adverse effect on Artesyn's business, results of
operations and financial condition.

Fluctuations in Quarterly Operating Results. Artesyn has experienced erratic
quarterly growth in sales partially due to customers realigning their inventory
needs and general economic conditions. 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 Artesyn'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 Artesyn
may be magnified to the extent Artesyn is unable to adjust spending to
compensate for the shortfall. Accordingly, there can be no assurance that
Artesyn 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 Artesyn 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 Artesyn's results of operations and financial condition.
Artesyn's principal competitors include Delta Electronics, Emersen Electric,
Lucent Technologies, which recently announced the sale of its power systems
business to Tyco International, and PowerOne. Certain of Artesyn's other 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 Artesyn's
ability to compete in such markets.

Risks Related to Gross Margin. Artesyn'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. Artesyn 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 Artesyn's quarter-to-quarter sales and operating results.
If manufacturing lead times are not reduced, Artesyn's customers may cancel, or
not place, orders if shorter lead times are available from other manufacturers.
As of December 29, 2000, backlog was at a historically high level due to the
component supply disruptions experienced in 2000. If Artesyn cannot acquire
enough critical parts to meet its manufacturing requirements, customers may
cancel the orders already placed.

Risks Related top Intellectual Property Rights. Artesyn 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


                                       17
<PAGE>

the steps taken by Artesyn in this regard will be adequate to prevent
misappropriation of its technology or that its competitors will not
independently develop technologies that are substantially equivalent or superior
to Artesyn's technology. In addition, the laws of some foreign countries do not
protect Artesyn's proprietary rights to the same extent, as do the laws of the
United States. Although Artesyn 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 Artesyn.

Risks Related to Acquisitions. Acquisitions of complementary businesses and
technologies, including technologies and products under development, have been
an important part of Artesyn'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 Artesyn's operations. Artesyn's operating results could be adversely
affected if it is unable to successfully integrate such new companies into its
operations. Future acquisitions could also result in issuances of equity
securities or the rights associated with the equity securities, which could
potentially dilute your holdings and/or Artesyn'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 Artesyn's future
operating results and financial position.

Risks Related to Supply Chain Disruptions. As a result of the custom nature of
certain of Artesyn'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. A
change in suppliers, however, could cause a delay in manufacturing, additional
manufacturing costs, and a possible loss of sales that could adversely affect
Artesyn's future operating results and financial position.

Risks Related to International Sales. International sales have been, and are
expected to continue to be, an important component of Artesyn'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 Artesyn's
operating results and financial condition.

Risks Related to Government Regulations and Product Certification. Artesyn'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 Artesyn'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 Artesyn's future operating
results.

Risks Related to Foreign Manufacturing Operations. Artesyn manufactures a
significant amount of its products in foreign locations. Approximately 40% of
Artesyn's 2000 sales were from products manufactured in Asia-Pacific, 28% from
products manufactured in Europe and the remaining 32% 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, Artesyn
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, Artesyn 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.


                                       18
<PAGE>

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

ITEM 7A.  Quantitative and Qualitative Disclosure About Market Risk

Artesyn is exposed to the impact of interest rate changes and foreign currency
fluctuations. In the normal course of business, Artesyn 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. Artesyn manages its interest rate risk on its variable
rate debt instruments through use of interest rate swaps pursuant to which
Artesyn exchanges its floating rate interest obligations for fixed rates. The
fixing of the interest rates offsets Artesyn's exposure to the uncertainty of
floating interest rates during the term of the loans.

Artesyn 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, Artesyn's
operating strategy takes into account changes in exchange rates over time.
Accordingly, Artesyn enters into various forward contracts that change in value
as foreign exchange rates change to 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 Irish punt.

It is Artesyn's policy to enter into foreign currency and interest rate
transactions only to the extent considered necessary to meet its objectives as
stated above. Artesyn does not enter into foreign currency or interest rate
transactions for speculative purposes. Gains or losses that result from changes
in foreign currency rates are booked into income at the time they are incurred.
These gains or losses have not been material to any period presented.


                                       19
<PAGE>


ITEM 8.  Financial Statements and Supplementary Data

Statement of Management Responsibility

Artesyn'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 accounting principles generally accepted
in the United States and reflect the effects of certain estimates and judgments
made by management.

Artesyn'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 Artesyn. Artesyn
selects and trains qualified people who are provided with and expected to adhere
to its standards of business conduct. These standards, which set forth the
highest principles of business ethics and conduct, are a key element of
Artesyn'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


                                       20
<PAGE>


               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 29, 2000 and December 31, 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 29, 2000.
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 29, 2000 and December 31,
1999, and the results of their operations and their cash flows for each of the
three fiscal years in the fiscal period ended December 29, 2000 in conformity
with accounting principles generally accepted in the United States.


ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
  January 22, 2001.



                                       21
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
     For the Years Ended on the Friday Nearest
     December 31                                          2000                1999              1998
---------------------------------------------------------------------------------------------------------
     (Amounts in Thousands Except Per Share Data)
<S>                                                    <C>                 <C>                 <C>
     Sales                                             $ 690,083           $ 594,155           $ 532,392
     Cost of Sales                                       509,098             440,477             395,273
                                                       --------------------------------------------------
     Gross Profit                                        180,985             153,678             137,119
                                                       --------------------------------------------------

     Expenses
        Selling, general and administrative               62,771              50,185              52,282
        Research and development                          44,867              36,413              33,401
        Restructuring charge                                  --                  --               7,189
        Goodwill amortization expense                      6,208               2,219               2,266
                                                       --------------------------------------------------
                                                         113,846              88,817              95,138
                                                       --------------------------------------------------

     Operating Income                                     67,139              64,861              41,981
                                                       --------------------------------------------------
     Other Income (Expense)
        Interest expense                                  (5,142)             (3,160)             (4,013)
        Interest income                                    1,886               1,509               2,396
                                                       --------------------------------------------------
                                                          (3,256)             (1,651)             (1,617)
                                                       --------------------------------------------------

     Income before Provision for Income Taxes             63,883              63,210              40,364

     Provision for Income Taxes                           20,630              19,848              13,320
                                                       --------------------------------------------------

     Net Income                                        $  43,253           $  43,362           $  27,044
                                                       =================================================

     Earnings per Share
        Basic                                          $    1.15           $    1.16           $    0.70
                                                       =================================================
        Diluted                                        $    1.10           $    1.11           $    0.67
                                                       =================================================

     Weighted Shares Outstanding
        Basic                                             37,666              37,272              38,369
                                                       =================================================
        Diluted                                           39,471              38,999              40,635
                                                       =================================================
</TABLE>

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


                                       22
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
     As of the Friday Nearest December 31                                          2000               1999
---------------------------------------------------------------------------------------------------------------
     (Amounts in Thousands Except Share Data)
<S>                                                                           <C>                  <C>
     ASSETS

     Current Assets
        Cash and equivalents                                                  $     34,383         $     37,562
        Accounts receivable, net of allowance for doubtful accounts of
        $3,571 in 2000 and $2,737 in 1999                                          122,377               90,334
        Inventories                                                                150,462               89,370
        Prepaid expenses and other                                                   6,886                5,263
        Deferred income taxes                                                       12,552                9,866
                                                                              ---------------------------------
          Total current assets                                                     326,660              232,395
                                                                              ---------------------------------

     Property, Plant & Equipment, Net                                              105,059               88,468
                                                                              ---------------------------------

     Other Assets
        Goodwill, net                                                               62,880               32,436
        Deferred income taxes                                                        1,586                3,573
        Other assets, net                                                            1,630                2,178
                                                                              ---------------------------------
          Total other assets                                                        66,096               38,187
                                                                              ---------------------------------
                                                                              $    497,815         $    359,050
                                                                              =================================
     LIABILITIES AND SHAREHOLDERS' EQUITY

     Current Liabilities
        Current maturities of long-term debt and capital leases               $      1,512         $      1,956
        Accounts payable and accrued liabilities                                   149,035              102,802
                                                                              ---------------------------------
          Total current liabilities                                                150,547              104,758
                                                                              ---------------------------------

     Long-Term Liabilities
        Long-term debt and capital leases                                           73,301               44,154
        Deferred income tax liabilities                                              7,434                5,407
        Other long-term liabilities                                                 10,021                4,819
                                                                              ---------------------------------
          Total long-term liabilities                                               90,756               54,380
                                                                              ---------------------------------
          Total liabilities                                                        241,303              159,138
                                                                              ---------------------------------

     Commitments and Contingencies (see Notes 5 and 9)

     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;
          38,282,007 shares issued and outstanding in 2000
          (37,126,630 shares in 1999)                                                  383                  371
        Additional paid-in capital                                                 121,360               94,465
        Retained earnings                                                          149,873              114,510
        Accumulated other comprehensive loss                                       (15,104)              (9,434)
                                                                              ---------------------------------
          Total shareholders' equity                                               256,512              199,912
                                                                              ---------------------------------
                                                                              $    497,815         $    359,050
                                                                              =================================
</TABLE>

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


                                       23
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Years Ended on the Friday Nearest December 31                   2000            1999            1998
       --------------------------------------------------------------------------------------------------------------
       (Amounts in Thousands)
<S>                                                                          <C>             <C>             <C>
       Operating Activities
          Net income                                                         $ 43,253        $ 43,362        $ 27,044
          Adjustments to reconcile net income to net cash
          provided by operating activities:
            Depreciation and amortization                                      27,195          20,109          16,898
            Deferred income taxes                                                (723)         (2,340)          1,042
            Provision for inventory write-down                                 13,519           9,436           6,407
            Provision for restructuring charge                                     --              --           7,189
            Tax benefit from exercise of stock options                          8,989           3,391           5,011
            Provision for bad debts                                             2,409             890             138
            Other non-cash items                                                2,190          (3,150)            582
          Changes in operating assets and liabilities:
            Accounts receivable                                               (35,829)         (6,902)         (1,032)
            Inventories                                                       (74,779)        (38,704)         (6,466)
            Prepaid expenses and other                                         (1,654)           (321)             (1)
            Accounts payable  and accrued liabilities                          45,870          27,070         (12,670)
                                                                             ----------------------------------------
       Net Cash Provided by Operating Activities                               30,440          52,841          44,142
                                                                             ----------------------------------------
       Investing Activities
            Purchases of property, plant & equipment                          (39,256)        (33,359)        (26,795)
            Proceeds from sale of property, plant & equipment                   1,730             287              54
            Proceeds from sale of RTP Corp.                                        --              --           2,150
            Decrease in other assets                                               --           2,831              --
            Purchase of Spider Software Ltd, net of cash acquired             (27,949)             --              --
            Purchase of Azcore Technologies, net of cash acquired              (6,500)             --              --
                                                                             ----------------------------------------
       Net Cash Used in Investing Activities                                  (71,975)        (30,241)        (24,591)
                                                                             ----------------------------------------
       Financing Activities
            Proceeds from issuances of long-term debt                          54,536          17,633              --
            Principal payments on debt and capital leases                     (24,031)        (20,794)        (18,968)
            Proceeds from exercises of stock options                           19,217           9,980           4,640
            Repurchases of common stock                                        (9,189)        (31,912)        (19,379)
                                                                             ----------------------------------------
       Net Cash Provided by (Used in) Financing Activities                     40,533         (25,093)        (33,707)
                                                                             ----------------------------------------
       Effect of Exchange Rate Changes on Cash and Equivalents                 (2,177)         (1,470)            289
                                                                             ----------------------------------------
       Decrease in Cash and Equivalents                                        (3,179)         (3,963)        (13,867)
       Cash and Equivalents, Beginning of Year                                 37,562          41,525          55,392
                                                                             ----------------------------------------
       Cash and Equivalents, End of Year                                     $ 34,383        $ 37,562        $ 41,525
                                                                             ========================================
     Supplemental Cash Flow Disclosures
         Cash paid during the year for:
            Interest                                                         $  5,223        $  2,926        $  3,511
                                                                             ========================================
            Income taxes                                                     $ 10,919        $ 10,045        $ 12,442
                                                                             ========================================
            Information with regard to Artesyn's acquisitions which
               are accounted for under the purchase method of
               accounting is as follows:
            Fair value of non-cash assets acquired, net of liabilities       $    209        $     --        $     --
            Goodwill                                                           40,511              --              --
            Contingent acquisition payments                                    (6,271)             --              --
                                                                             ----------------------------------------
            Cost, net of cash acquired                                       $ 34,449        $     --        $     --
                                                                             ========================================
         Noncash investing and financing activities:
            Property and equipment acquired under capital lease
               obligations                                                   $    375        $     75        $  1,222
                                                                             ========================================
</TABLE>

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


                                       24
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
For the Years Ended on the Friday Nearest December 31
-----------------------------------------------------------------------------------------------------------------------------------
(Amounts in Thousands)
                                                                                              Accumulated
                                                                                                 Other
                                             Common Stock        Additional                     Compre-                   Compre-
                                             ------------          Paid-in      Retained        hensive                   hensive
                                         Shares       Amount       Capital      Earnings      Income/Loss     Total       Income
                                      ---------------------------------------------------------------------------------------------
<S>                                      <C>              <C>        <C>          <C>         <C>             <C>         <C>
Balance, January 2, 1998                 38,381     $     384     $  78,056     $  88,769     $  (4,533)    $ 162,676
Issuance of common stock under
  stock option and employee
  purchase plans                            713             7         4,633            --            --         4,640
Tax benefit from exercises of
  stock options                              --            --         5,011            --            --         5,011
Repurchases and retirement of
  common stock                           (1,212)          (12)       (2,682)      (16,685)           --       (19,379)
Net income                                   --            --            --        27,044            --        27,044     $  27,044
Accumulated other
  comprehensive income, net of
  tax of $539                                --            --            --            --         1,096         1,096         1,096
                                                                                                                        -----------
Comprehensive income                                                                                                      $  28,140
                                      ----------------------------------------------------------------------------------===========

Balance, January 1, 1999                 37,882           379        85,018        99,128        (3,437)      181,088
Issuance of common stock under
  stock option plans                      1,105            11         9,969            --            --         9,980
Tax benefit from exercises of
  stock options                              --            --         3,391            --            --         3,391
Repurchases and retirement of
  common stock                           (1,860)          (19)       (3,913)      (27,980)           --       (31,912)
Net income                                   --            --            --        43,362            --        43,362     $  43,362
Accumulated other
   comprehensive  loss, net of tax
   of $2,745                                 --            --            --            --        (5,997)       (5,997)       (5,997)
                                                                                                                        -----------
Comprehensive income                                                                                                      $  37,365
                                      ----------------------------------------------------------------------------------===========

Balance, December 31, 1999               37,127           371        94,465       114,510        (9,434)      199,912
Issuance of common stock under
   stock option plans                     1,632            16        19,201            --            --        19,217
Tax benefit from exercises of
   stock options                             --            --         8,989            --            --         8,989
Repurchases and retirement of
   common stock                            (477)           (4)       (1,295)       (7,890)           --        (9,189)
Net income                                   --            --            --        43,253            --        43,253     $  43,253
Accumulated other
   comprehensive loss, net of tax
   of $2,706                                 --            --            --            --        (5,670)       (5,670)       (5,670)
                                                                                                                        -----------
Comprehensive income                                                                                                      $  37,583
                                      ----------------------------------------------------------------------------------===========
Balance, December 29, 2000               38,282     $     383     $ 121,360     $ 149,873     $ (15,104)    $ 256,512
                                      =================================================================================
</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

General Artesyn Technologies, Inc. (Nasdaq: ATSN) ("Artesyn"), a Florida
corporation formed in 1968, is primarily engaged in the design, development,
manufacture, sale and service of electronic products, power supplies, power
conversion products, and power subsystems for producers of electronic equipment
in the computing and communications industry.

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 "Artesyn"). Intercompany
accounts and transactions have been eliminated in consolidation.

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

Fiscal Year Artesyn's fiscal year ends on the Friday nearest December 31, which
results in a 52- or 53-week year. The fiscal years ended December 29, 2000,
December 31, 1999, and January 1, 1999 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. A provision has been made to reduce obsolete or
excess inventories to market. Finished goods and work-in-process inventories
include material, labor and manufacturing overhead.

Property, Plant & Equipment Property, plant and equipment is stated at cost.
Depreciation and amortization is provided on the straight-line method over the
estimated useful lives of the assets ranging from three to thirty years.
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.

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,
Artesyn 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.

Goodwill The excess of purchase price over net assets of companies acquired
(goodwill), which are accounted for under the purchase method of accounting, is
capitalized and amortized on a straight-line basis over periods ranging from six
to forty years. Related accumulated amortization was $17,628,000 and $11,911,000
at December 29, 2000 and December 31, 1999, respectively. Amortization expense
was $6,208,000, $2,219,000, and $2,266,000 in fiscal years 2000, 1999, and 1998,
respectively.

Impairment of Long-Lived Assets Artesyn periodically evaluates whether events
and circumstances have occurred that may warrant revision of the estimated
useful life of its long-lived assets or whether the remaining balance of
long-lived assets should be evaluated for possible impairment. Artesyn uses an
estimate of the related undiscounted cash flows over the remaining life of the
long-lived assets to determine whether an impairment has occurred. Fair value is
compared to cost in calculating the amount of the impairment.

Foreign Currency Translation The functional currency of Artesyn's European and
certain Asian subsidiaries is each entity's local currency. Assets and
liabilities are translated from their functional exchange into US dollars using
exchange rates in effect at the balance sheet date. Equity is translated using
historical exchange rates. Income and expense items


                                       26
<PAGE>

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 accumulated other comprehensive loss,
net of income taxes. Translation of intercompany accounts and foreign exchange
transaction gains and losses are included in the results of operations, were not
significant for all periods presented. The functional currency of substantially
all of Artesyn's Asian subsidiaries is the US dollar, as their transactions are
generally denominated in US dollars.

Revenue Recognition Artesyn recognizes revenue as products are shipped and title
is passed to the customer or as services are rendered by Artesyn. Sales of
software products related to the protocol software business acquired in 2000 are
generally recognized when the services are delivered. However, if there are
bundled services, the portion of the revenue related to the additional services
is deferred and recognized as the services are performed in accordance with SOP
97-2 "Software Revenue Recognition".

All amounts billed to customers related to shipping and handling are included in
revenue. All costs associated with shipping and handling are recognized in cost
of sales.

Product Warranty Artesyn records estimated product warranty costs in the period
in which the related revenues are recognized. Management periodically evaluates
estimates used in the preparation of the financial statements for continued
reasonableness. Warranty costs are generally determined by calculating the
historical relationship between sales and warranty costs and applying the
calculation to the current period's sales. Appropriate adjustments, if any, to
the estimates used are made prospectively based on such periodic evaluation.

Research and Development Research and Development costs include product
engineering, product development and research and developments costs which are
expensed in the period incurred. Research and development expenses were
$44,867,000, $36,413,000 and $33,401,000 for year ended December 29, 2000,
December 31, 1999 and December 31, 1998, respectively.

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

Valuation allowances are recorded related to deferred tax assets if their
realization does not meet the "not more likely than" criteria detailed is SFAS
No. 109, "Accounting for Income Taxes".

Tax returns related to the consolidated financial statements of Artesyn are
filed in the United States, individual states, and foreign countries where
Artesyn conducts business.

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 in accordance with SFAS No. 128 "Earnings
Per Share". 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 8.

Comprehensive Income SFAS No. 130, "Reporting Comprehensive Income" 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. Artesyn has chosen to disclose Comprehensive
Income, which encompasses net income and foreign currency translation
adjustments, net of tax, in the Consolidated Statements of Shareholders' Equity
and Comprehensive Income.

Use of Estimates in the Preparation of Financial Statements The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States 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, warranty reserves, valuation allowance
on deferred tax assets, and the amortization period for intangible assets.
Actual results could differ from those estimates.


                                       27
<PAGE>

Concentration of Credit Risk Financial instruments that potentially subject
Artesyn to concentrations of credit risk consist principally of cash and
equivalents, trade accounts receivable and financial instruments used in hedging
activities. Artesyn's cash management and investment policies restrict
investments to low-risk, highly liquid securities, and Artesyn performs periodic
evaluations of the credit standing of the financial institutions with which it
deals. Artesyn sells its products to customers in various geographical areas.
Artesyn performs ongoing credit evaluations of its customers' financial
condition and generally does not require collateral. Artesyn 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
29, 2000 and December 31, 1999, management believes Artesyn had no significant
concentrations of credit risk.

Accounting Pronouncements In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities". In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an Amendment of SFAS No. 133." SFAS No. 133 requires Artesyn
to recognize all derivative instruments in the balance sheet at fair value.
Derivatives that are not part of a hedging relationship must be adjusted to fair
value through income. If the derivative is a hedge, depending on the nature of
the hedge, the effective portion of the hedge's change in fair value is either
(1) offset against the change in fair value of the hedged asset, liability or
firm commitment through income or (2) held in equity until the hedged item is
recognized in income. The ineffective portion of a hedge's change in fair value
is immediately recognized in income. SFAS No. 138 establishes accounting and
reporting standards for derivative instruments, including certain derivative
investments embedded in other contracts, and for hedging activities. In
addition, it addresses a limited number of issues causing implementation
difficulties for numerous entities that apply SFAS No. 133 and amends the
accounting and reporting standards of SFAS No. 133 for certain derivative
instruments and certain hedging activities. Artesyn adopted SFAS No. 133, as
amended, on December 30, 2000. The adoption of SFAS No. 133 will result in an
increase in total assets of $1.3 million and a $0.9 million increase, net of
tax, in shareholders' equity in our financial statements on December 30, 2000.

Effective October 2000, the Securities Exchange Commission ("SEC") Staff
Accounting Bulletin ("SAB") 101, "Revenue Recognition," 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. Artesyn believes its revenue recognition practices are in
conformity with the guidelines prescribed in SAB No. 101. There was no material
impact to the consolidated financial statements related to SAB 101.

Fair Value of Financial Instruments Carrying value of cash and cash equivalents,
accounts receivable, accounts payable and long-term debt approximates fair
value.

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

2.   Inventories

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

                                                  December 29,    December 31,
                                                     2000             1999
         ---------------------------------------------------------------------

         Raw materials                               $87,419          $43,220
         Work in process                              17,166           12,475
         Finished goods                               45,877           33,675
                                                 -----------------------------

                                                    $150,462          $89,370
                                                 =============================


                                       28
<PAGE>

3.   Property, Plant, & Equipment

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

                                                    December 29,    December 31,
                                                       2000             1999
       ------------------------------------------------------------------------

       Land                                            $2,077          $2,189
       Buildings and fixtures                          18,453          18,435
       Machinery and equipment                        167,809         131,909
       Leasehold improvements                           5,658           5,292
       Equipment, furniture and leasehold
           improvements under capital leases           11,316          12,217
                                                   ---------------------------
                                                      205,313         170,042
       Less accumulated depreciation and
           amortization                               100,254          81,574
                                                   ---------------------------

                                                     $105,059         $88,468
                                                   ===========================

     Depreciation and amortization expense was $20,524,000, $17,492,000, and
     $14,407,000 in fiscal years 2000, 1999, and 1998, respectively.

4.   Accounts Payable and Accrued Liabilities

     The components of accounts payable and accrued liabilities are as follows
     ($000s):

                                                    December 29,   December 31,
                                                       2000           1999
          --------------------------------------------------------------------

          Accounts payable                          $ 85,383         $ 50,065
          Accrued liabilities:
                   Compensation and benefits          21,312           16,661
                   Income taxes payable               15,121           17,334
                   Warranty reserve                    8,140            6,015
                   Commissions                         2,763            1,860
                   Other                              16,316           10,867
                                                    --------         --------

                                                    $149,035         $102,802
                                                    ========         ========

At December 29, 2000 and December 31, 1999, other accrued liabilities consisted
primarily of accruals for deferred acquisition payments, professional fees,
consulting, insurance, interest, and other taxes.

Included in other accrued liabilities is a reserve balance of approximately
$408,000 and $571,000 at December 29, 2000 and December 31, 1999, respectively
related to Artesyn's 1998 restructuring plan. The reserve balance at December
29, 2000 and December 31, 1999 is comprised of $255,000 and $342,000,
respectively, for employee termination benefits and $153,000 and $229,000,
respectively, for facility closures. Cash payments for facility closures and
termination benefits totaled $163,000 for the fiscal year ended December 29,
2000 and $5,387,000 for the fiscal year ended December 31, 1999. All of the
remaining cash payments are expected to be made in the first half of 2001.

5.   Business Combinations

Effective March 27, 2000, Artesyn acquired 100% of the capital stock of Spider
Software Ltd. ("Spider"). The purchase price included approximately $33 million
of fixed cash payments, of which $28 million was paid in the first quarter of
2000 and the remaining $5 million will be paid in equal installments in March
2002 and March 2003. Up to an additional


                                       29
<PAGE>

$11 million of contingent consideration is to be paid based on Spider's ability
to achieve certain earnings targets through March 2003. Spider supplies embedded
telecommunications and protocol software to the communications market place.

Effective August 4, 2000, Artesyn acquired 100% of the capital stock of Azcore
Technologies, Inc. ("Azcore"). The purchase price consisted of a $5.8 million
cash payment, net of cash acquired, made in the third quarter of 2000 and
additional contingent payments of up to $8.0 million if Azcore's products meet
certain developmental milestones. A payment of $0.7 million was made to Azcore
in December 2000, with the remaining contingent payments expected to be made in
the first half of 2001. Azcore has certain products and technology in
development that Artesyn believes compliment and enhance its current product
offerings and provide significant long-term growth opportunities.

Both acquisitions were accounted for under the purchase method of accounting.
Accordingly, goodwill of approximately $33.8 million related to Spider and $6.5
million related to Azcore was recorded, representing the excess of the purchase
price over the estimated fair value of the net assets acquired and transaction
costs. The goodwill related to the Spider and Azcore transactions is being
amortized on a straight-line basis over a period of six and twenty years,
respectively. The results of operations of both companies have been included in
Artesyn's consolidated financial statements from the date of acquisition. The
following unaudited pro forma information combines the consolidated results of
operations of Artesyn, Spider and Azcore as if the acquisitions had occurred at
the beginning of the periods presented.

                                                   Fiscal Year Ended
                                          ------------------------------------
                                            December 29,      December 30,
                                                2000              1999
                                          ------------------------------------
           Sales                              $691,250           $597,255
           Net income                           40,784             35,297
           Earnings per share - Basic            $1.08              $0.95
           Earnings per share - Diluted          $1.03              $0.91

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

6.   Long-Term Debt and Capital Leases

     Long-term debt and capital lease obligations consist of the following
     ($000s):
<TABLE>
<CAPTION>
                                                                December 29,   December 31,
                                                                    2000         1999
------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>
     Revolving loan facility, due 2001 (a)
       Deutsche mark denominated borrowings                          $24,816     $26,888
       U.S. dollar denominated borrowings                             48,000      15,400

     6.125% long-term investment loan due July 1, 2002 (b)               244         396

     Capital lease obligations (c)                                     1,753       3,426
                                                                  ----------  ------------
                                                                      74,813      46,110
     Less current maturities                                           1,512       1,956
                                                                  ----------  ------------

     Long-term debt and capital leases                               $73,301     $44,154
                                                                  ==========  ============
</TABLE>

As of December 29, 2000, Artesyn was in compliance with all financial covenants
related to the revolving debt facility.

     a)   Effective January 31, 1998, Artesyn entered into a credit agreement
          with a syndicate of banks which provided a three-year, multi-currency
          $200 million credit facility. The agreement, which was to expire on
          December 31, 2001, provided for various interest rate options on the
          facility initially based on London Interbank Offer Rates plus


                                       30
<PAGE>

          1.00% and includes a fee of .225% on the unused balance. The agreement
          contains certain restrictive covenants that, among other things,
          require Artesyn to maintain certain financial ratios and limit the
          purchase, transfer or distribution of Artesyn's assets. (See Note 16)

     b)   Interest is payable at 6.125% through June 30, 2001 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)   Items under capital leases include certain equipment, furniture and
          leasehold improvements.

7.   Income Taxes

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

<TABLE>
<CAPTION>
                                                      2000               1999              1998
         -----------------------------------------------------------------------------------------
<S>                                                <C>                <C>                <C>
         Currently payable:
              Federal                              $ 13,023           $ 14,168           $  8,872
              State                                   3,425              3,102              2,173
              Foreign                                 4,905              4,918              1,233
                                                   ----------------------------------------------
         Total current                               21,353             22,188             12,278
                                                   ----------------------------------------------

         Deferred provision (benefit):
              Federal                                (1,524)            (2,193)            (2,252)
              State                                      24               (313)              (251)
              Foreign                                   777                166              3,545
                                                   ----------------------------------------------
         Total deferred                                (723)            (2,340)             1,042
                                                   ----------------------------------------------

         Total provision for income taxes          $ 20,630           $ 19,848           $ 13,320
                                                   ==============================================
</TABLE>

The exercise of nonqualified stock options resulted in state and federal income
tax benefits to Artesyn related to the difference between the fair market price
of the stock at the date of exercise and the exercise price. In fiscal years
2000, 1999, and 1998, the provision for income taxes excludes current tax
benefits of $8,989,000, $3,391,000, and $5,011,000, 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 Artesyn's
foreign subsidiaries, which approximated $106.0 million as of December 29, 2000,
as Artesyn does not intend to repatriate such earnings.

The components of Artesyn's income before provision for income taxes consist of
the following ($000s):

<TABLE>
<CAPTION>
                                                    2000            1999           1998
       ----------------------------------------------------------------------------------
<S>                                               <C>             <C>            <C>
       U.S.                                       $ 33,805        $35,373        $25,240
       Foreign                                      30,078         27,837         15,124
                                               ------------------------------------------
       Total income from continuing
         operations before income taxes           $ 63,883        $63,210        $40,364
                                               ==========================================
</TABLE>


                                       31
<PAGE>

Artesyn's effective tax rate differs from the U.S. statutory federal income tax
rate due to the following:

                                                 2000        1999       1998
     ---------------------------------------------------------------------------
     U.S. federal statutory tax rate             35.0%       35.0%       35.0%
     Foreign tax effects                         (7.6)       (7.0)       (1.3)
     Permanent items -non-deductible              0.4         0.6         0.8
     Change in the valuation allowance            -          (1.3)       (4.2)
     State income tax effect, net of federal
     benefit                                      4.5         3.3         2.2
     Other                                        -           0.8         0.5
                                               ---------------------------------
     Effective income tax rate                   32.3%       31.4%       33.0%
                                               =================================


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
Artesyn's deferred tax assets and deferred tax liabilities as of December 29,
2000 and December 31, 1999 are as follows ($000s):

                                                    2000              1999
     --------------------------------------------------------------------------
     Current Deferred Tax Assets
          Inventory reserves                      $   5,282          $  3,698
          Other accrued liabilities                   5,962             5,036
          Allowance for doubtful accounts             1,308             1,132
                                                 ------------------------------
                                                   $ 12,552          $  9,866
                                                 ==============================

     Long-Term Deferred Tax Assets
          Lease liabilities                       $   1,033          $  1,751
          Other accrued liabilities                     553             1,009
          Net operating loss carryforwards            2,342               813
          Valuation allowance                        (2,342)                -
                                                 ------------------------------
                                                  $   1,586          $  3,573
                                                 ==============================

     Long-Term Deferred Tax Liabilities
          Property, Plant and Equipment           $   6,830          $  4,856
          Goodwill                                      604               551
                                                 ------------------------------
                                                  $   7,434          $  5,407
                                                 ==============================

The valuation allowance as of December 29, 2000 is associated with
pre-acquisition net operating loss carryforwards related to Spider and other
subsidiaries.


                                       32
<PAGE>

8.   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 reconciliation of the numerator and denominator of
the EPS calculation is presented below ($000s except per share data):

                                                  2000        1999        1998
         -----------------------------------------------------------------------
         Basic EPS
            Net income                          $43,253     $43,362     $27,044
                                                -------------------------------

            Weighted average shares              37,666      37,272      38,369
                                                -------------------------------

            Per share - basic                   $  1.15     $  1.16     $  0.70
                                                ===============================

         Diluted EPS

            Net income                          $43,253     $43,362     $27,044
                                                -------------------------------

            Weighted average shares              37,666      37,272      38,369
            Effect of dilutive items:
              Stock options                       1,805       1,727       2,266
                                                -------------------------------
                                                 39,471      38,999      40,635
                                                -------------------------------

            Per share - diluted                 $  1.10     $  1.11     $  0.67
                                                ===============================

         Antidilutive weighted options              211         731         723
                                                ===============================

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.

9.   Commitments and Contingencies

Legal Proceedings

Artesyn 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, Artesyn believes that losses, if any, resulting from
the ultimate resolution of these matters will not have a material adverse effect
on Artesyn's consolidated results of operations, cash flows or financial
position.

Purchase Commitments

Artesyn has long-term relationships pertaining to the purchase of certain raw
materials with various suppliers through December 28, 2001. These purchase
commitments are not expected to exceed Artesyn's usage requirements.


                                       33
<PAGE>



Lease Obligations

Artesyn is also obligated under non-cancelable operating leases for facilities
and equipment that expire at various dates through 2005 and thereafter and
contain renewal options at favorable terms. Future minimum annual rental
obligations and non-cancelable sublease income are as follows ($000s):
<TABLE>
<CAPTION>
                                                               Capital          Operating        Sublease
           Fiscal Year                                          Leases           Leases          Income
      ----------------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>             <C>
      2001                                                      $ 1,447           $ 9,926         $ 2,565
      2002                                                          270             9,336           2,561
      2003                                                          109             7,705             427
      2004                                                           47             7,246               -
      2005                                                            7             6,628               -
      Thereafter                                                      -             3,938               -
                                                             ---------------------------------------------
                                                                  1,880          $ 44,779         $ 5,553
                                                                             =============================
        Less amount representing interest                          (127)
                                                             -----------
           Present value of net minimum lease payments           $1,753
                                                             ===========
</TABLE>

Rental expense under operating leases amounted to $10,108,000, $8,886,000 and
$8,269,000 in fiscal years 2000, 1999 and 1998, respectively. Sublease income
was $2,291,000, $2,192,000 and $2,257,000 for fiscal years 2000, 1999 and 1998,
respectively.

A lease liability has been recorded for a leased manufacturing facility no
longer deployed in Artesyn'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 29, 2000.

10.  Stock Repurchases

On July 22, 1998, Artesyn's Board of Directors authorized a share repurchase
program to purchase up to 4.0 million shares of Artesyn's common stock in the
open market or in privately-negotiated transactions, depending on market
conditions and other factors. During fiscal years 2000, 1999, and 1998, Artesyn
repurchased and retired 476,500, 1,860,700 and 1,211,500 shares, respectively,
of its common stock for a total of approximately $9.2 million, $31.9 million and
$19.4 million, respectively. All of such repurchases were funded with cash from
operations. 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.

11.  Stock-Based Compensation Plans

Employee Stock Options Plans

During 2000, Artesyn established the 2000 Performance Equity Plan ("PEP") under
which it reserved 4,400,000 shares of common stock for granting of either
incentive or nonqualified stock options to key employees and officers. This
replaced the 1990 Performance Equity Plan, which expired in 2000. Under the
current plan, 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 Artesyn'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 granted become
exercisable after the price of Artesyn'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 29,
2000, 2,949,150 stock options were reserved for future grants.


                                       34
<PAGE>

In December 1997, Artesyn completed a merger with Zytec Corporation ("Zytec").
Outstanding Zytec stock options as of the date of the merger were converted to
Artesyn's stock options. The Zytec option activity and share prices have been
restated to Artesyn's equivalents using the exchange ratio of 1.33 shares of
Artesyn'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 Options Plans

Artesyn established an Outside Directors Stock Option Plan in 1986, which was
replaced by an updated plan in 1990. Under the current provisions of the plan,
1,000,000 shares of common stock are reserved for granting of nonqualified stock
options to directors of Artesyn who are not employees of Artesyn at exercise
prices not less than the fair market value on the date of each grant. 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 Artesyn 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 29, 2000, 340,000 stock options were reserved for
future grants.

Artesyn 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
Artesyn'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 Artesyn 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:

<TABLE>
<CAPTION>
                                            2000              1999               1998
       ------------------------------------------------------------------------------------
<S>                                         <C>               <C>                <C>
       Risk-free interest rate                   6.4%              5.5%               5.3%
       Dividend yield                               -                 -                  -
       Expected volatility                        96%               67%                70%
       Expected life                        4.5 years         2.9 years          2.7 years
</TABLE>
Artesyn's pro forma information follows ($000s except per share data):

<TABLE>
<CAPTION>
                                                    2000             1999              1998
       --------------------------------------------------------------------------------------
<S>                        <C>                    <C>               <C>              <C>
        Net Income         As reported            $43,253           $43,362          $27,044
                                            =================================================
                           Pro forma              $31,223           $36,680          $19,993
                                            =================================================

       EPS-Basic           As reported             $ 1.15            $ 1.16           $ 0.70
                                            =================================================
                           Pro forma                $0.83            $ 0.98           $ 0.52
                                            =================================================

       EPS-Diluted         As reported             $ 1.10            $ 1.11           $ 0.67
                                            =================================================
                           Pro forma                $0.80            $ 0.95           $ 0.50
                                            =================================================
</TABLE>

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


                                       35
<PAGE>




The following table summarizes activity under all plans for the years ended
2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                       2000                              1999                        1998
------------------------------------------------------------------------------------------------------------------------------------
                                                            Weighted-average                  Weighted                      Weighted
                                                                                              -average                      -average
                                                              exercise                        exercise                      exercise
                                             Options           price            Options        price           Options       price
                                            ----------------------------------------------------------------------------------------
<S>                                           <C>                <C>            <C>               <C>          <C>            <C>
Options outstanding, beginning of year        5,531,633          $14.30         6,386,197         $12.01       6,178,804      $10.53
Options granted                               1,855,500           24.03           909,055          22.99       1,266,000       16.61
Options exercised                            (1,631,877)          11.78        (1,105,082)          9.03        (712,784)       6.49
Options canceled                               (376,278)          18.65          (658,537)         13.46        (345,823)      13.91
                                            ----------------------------------------------------------------------------------------
Options outstanding, end of year

                                              5,378,978          $18.14         5,531,633         $14.30       6,386,197      $12.01
                                            ===============                   =============                  =============
Options exercisable, end of year              2,570,206          $14.55         2,858,549         $12.03       2,763,093      $10.45
                                            ===============                   =============                  =============
Weighted-average fair value of
     options granted during the year

                                                 $16.65                            $10.96                          $7.88
                                            ===============                   =============                  =============
</TABLE>

The following table summarizes information about stock options outstanding at
December 29, 2000:

<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 12/29/00          (Years)            Price           at 12/29/00            Price
----------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                   <C>
   $2.26 - 9.02                648,174         2.47                  $3.97             564,330            $3.60
   9.30 - 11.63                571,558         2.76                  10.08             269,336            10.39
  12.81 - 15.13                269,368         3.00                  14.50             119,462            14.48
      16.00                    623,493         3.59                  16.00             622,993            16.00
  16.44 - 18.00                549,250         5.47                  17.53             346,750            17.94
  18.25 - 21.25                550,710         5.20                  19.46             287,391            19.55
  21.75 - 23.45                 68,500         6.64                  22.45              57,000            22.28
      23.56                  1,007,050         4.37                  23.56                   -                -
  23.81 - 24.88                704,125         4.43                  24.62             248,600            24.84
  24.94 - 41.56                386,750         4.37                  32.14              54,344            28.85
                       -----------------------------------------------------------------------------------------

  $2.26 - 41.56              5,378,978         4.04                $ 18.14           2,570,206          $ 14.55
                       ================                                        ================
</TABLE>

Employee Stock Purchase Plans

In May 1996, Artesyn's Board of Directors established an employee stock purchase
plan that allows substantially all employees to purchase shares of Artesyn'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 10% 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. Artesyn'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 2000, 1999, and 1998. Employees
purchased 16,926, 40,792, and 51,997 shares in fiscal years 2000, 1999, and
1998, respectively.


                                       36
<PAGE>

12.  Employee Benefit Plans

Artesyn 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 20% of their base
compensation (as defined) to the Plan, limited to a maximum amount as set by the
Internal Revenue Service. Artesyn 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 $1,289,000, $1,462,000, and
$1,415,000, respectively, for fiscal 2000, 1999, and 1998.

Substantially all employees of Artesyn'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 29, 2000 and December
31, 1999, Artesyn had recorded a liability of $1,399,000 and $1,080,000,
respectively, related to this severance plan. Artesyn recorded $97,000,
$361,000, and $261,000 in severance expense during 2000, 1999, and 1998,
respectively. Artesyn has invested in Austrian bonds of $393,000 and $332,000 at
December 29, 2000 and December 31, 1999, respectively, to partially fund the
severance plan as required by Austrian law.

13.  Derivative Financial Instruments

From time to time, Artesyn enters into foreign currency forward contracts and
interest rate swap agreements to manage the risks associated with foreign
currency-denominated transaction and variable rate debt. Contracts are
denominated in the same currency in which the projected foreign cash flow are
expected to occur or the underlying debt is held. These contracts generally have
maturities of less than one year.

Foreign Currency Forward Contracts

At December 29, 2000, Artesyn's outstanding notional amount for currency forward
contracts was approximately $17.0 million. At December 31, 1999, Artesyn's
outstanding notional amounts for currency forward contracts and purchased option
contracts were approximately $27.2 million. We recognize the gains and losses
from foreign currency exchange contracts as a component of operating expenses as
we recognize the underlying transactions. These gains and losses were not
material for any period presented in Artesyn's consolidated financial
statements.

Interest Rate Instruments

On July 14, 1997, Artesyn entered into two interest rate swap agreements with a
bank pursuant to which it exchanged its floating rate interest obligations on
the aggregate 52.2 million Deutsche Marks notional principal loan amount for a
fixed rate payment obligation at 4.83% per annum for a seven-year period
beginning August 1, 1997. The fixing of the interest rates for these periods
offsets Artesyn'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. As of December 29,
2000 the swaps apply to $18.5 million of the current outstanding balance under
the Deutsche Mark denominated borrowings (see Note 6).

Adoption of SFAS No. 133

Artesyn adopted SFAS No. 133, as amended, on December 30, 2000. The adoption in
each of the above instruments of SFAS No. 133 will result in a $1.3 million
increase in total assets and a $0.9 million increase, net of tax, in
shareholders' equity in our financial statements at December 30, 2000.


                                       37
<PAGE>

14.  Business Segment and Geographic Information

Artesyn operates in one industry segment encompassing the design, development,
manufacture, sale and service of electronic products and subsystems. Artesyn
sells its products directly to Original Equipment Maunfacturers ("OEM's") and
also to a network of industrial and retail distributors throughout the world.
Artesyn's principal markets are in the United States, Europe and Asia-Pacific,
with the United States and Europe being the largest based on sales. Artesyn'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 Artesyn operates and tracks
its results in one operating segment, certain disclosure requirements are not
applicable.

Information about Artesyn's operations in different geographical regions is
shown below. Sales are attributed to geographical areas based on selling
location. Long-lived assets consist of property, plant and equipment, net at
year-end. ($000s):

<TABLE>
<CAPTION>
                                                    2000             1999              1998
        ----------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>
        Sales
        United States                             $ 499,836         $408,717          $356,922
        Austria                                      88,872           96,583            83,261
        Ireland                                      54,451           42,536            40,045
        Hong Kong/PRC                                34,179           33,389            31,443
        Other foreign countries                      12,745           12,930            20,721
                                                ------------------------------------------------
             Total sales                          $ 690,083         $594,155          $532,392
                                                ================================================

        Long-Lived Assets
        United States                              $ 46,025        $  39,688          $ 36,841
        Austria                                       7,917            9,431             9,172
        Ireland                                       5,903            5,842             6,157
        Hong Kong/PRC                                37,219           30,799            20,025
        Other foreign countries                       7,995            2,708             2,837
                                                ------------------------------------------------
             Total long-lived assets              $ 105,059        $  88,468         $  75,032
                                                ================================================
</TABLE>

The following table includes sales to customers in excess of 10% of total sales:

                                             2000         1999         1998
          ----------------------------------------------------------------------

          Customer  A                         14%          17%          17%
          Customer  B                         11%          13%          10%
          Customer  C                         10%          12%          11%


                                       38
<PAGE>



15.  Selected Consolidated Quarterly Data (Unaudited)

Data in the table below is presented on a 13-week period ($000s Except Per Share
Data).

<TABLE>
<CAPTION>
                                                   First           Second            Third          Fourth
                                                  Quarter          Quarter          Quarter        Quarter
        --------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>              <C>            <C>
Fiscal 2000
        Sales                                     $159,619        $164,322         $182,493       $183,649
        Gross profit                                41,055          45,160           50,272         44,498
        Net income                                  10,610          10,581           13,106          8,956
             Per share - basic                        0.29            0.28             0.35           0.23
                       - diluted                      0.28            0.27             0.33           0.22

        Stock price per common share
             High                                    22.38           32.13            43.13          47.75
             Low                                     15.75           17.19            26.25          12.75

        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
</TABLE>

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

16.  Events Subsequent to Date of Auditor's Report (Unaudited)

Effective January 23, 2001, Artesyn acquired 100% of the capital stock of Real
Time Digital, Inc. of Wall, New Jersey ("RTD"). RTD is considered a world class
developer of Digital Signal Processor ("DSP") software and high-density DSP
board level products for the Voice Over IP market. With this acquisition,
Artesyn will expand its voice over packet product offerings to include
additional solutions for voice over IP gateways, media gateways, and media
servers. The purchase price was approximately $3.4 million along with contingent
earn-out payments of up to $7.0 million. The acquisition will be accounted for
as a purchase.

                                       39
<PAGE>

Effective January 23, 2001, Artesyn entered into a credit agreement with a
syndicate of banks which provided a three-year, multi-currency $275 million
credit facility. The new revolving facility, which expires on March 31, 2004,
replaces Artesyn's previous $200 million credit line. The agreement provides for
various interest rate options on the facility initially based on London
Interbank Offer Rates plus 1.00% and includes a fee of .225% on the unused
balance, and a 0.125% commitment fee. The agreement contains certain restrictive
covenants that, among other things, require Artesyn to maintain certain
financial ratios and limit the purchase, transfer or distribution of Artesyn's
assets. The funds are to be used for the repayment of Artesyn's existing bank
debt and for other general corporate purposes. As of December 29, 2000, $72.8
million was outstanding on the previous revolving credit facility, leaving
$127.2 remaining on the previous revolving credit facility. On January 23, 2001,
the existing bank loans of $91.7 million, which had increased due to borrowings
made in January 2001, were repaid from borrowings under the new revolving credit
facility. Any amounts outstanding under the revolver are due on March 31, 2004.
The fair value of the debt, based upon discounted cash flow analysis using
current market interest rates, approximates its carrying value.

On February 8, 2001, VLT, Inc. ("VLT") and Vicor Corporation ("Vicor") filed a
suit in the United States District Court of Massachusetts alleging that Artesyn
has infringed and is infringing on U.S. Reissue Patent No. 36,098 (the "`098
Patent") entitled "Optimal Resetting of The Transformer's Core in Single Ended
Forward Converters. The `098 Patent is a reissue of United States Patent No.
4,441,146, which issued on April 3, 1984. The `098 Patent is the subject of
litigation in an action captioned Vicor Corp. v Unitrode Corp., (D. Mass.), in
which the court recently rejected certain arguments that the `098 Patent is
invalid. In the action against Artesyn, VLT and Vicor have alleged that they
are, respectively, the owner and a licensee of the `098 Patent and that Artesyn
has manufactured, used or sold electronic power converters with reset circuits
that fall within the claims of the patent. The suit requests that Artesyn pay
damages, including lost profits, interest, attorneys' fees and increased
damages. Artesyn cannot predict what impact, if any, the ultimate outcome of
this matter might have on the consolidated statements. Artesyn believes it has
strong defenses to the plaintiffs' claims against it and intends to vigorously
assert them.

                                       40
<PAGE>


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 Artesyn's definitive proxy statement for the 2001 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 29, 2000. That
portion of Item 10, which relates to Executive Officers of Artesyn appears as
Item 4A of Part I of this Report.

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          46

     Schedule II - Valuation and Qualifying Accounts                         47

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.


                                       41
<PAGE>

     (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.

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.


                                       42
<PAGE>

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   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.

10.10  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.

10.11  Employment agreement, dated as of January 1, 2000, by and between Artesyn
       Technologies, Inc., a Florida Corporation, and Joseph M. O'Donnell -
       incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly
       Report on Form 10-Q for the quarterly period ended June 30, 2000.

10.12  Employment agreement, dated as of January 1, 2000, by and between Artesyn
       Technologies, Inc., a Florida Corporation, and Richard J. Thompson -
       incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly
       Report on Form 10-Q for the quarterly period ended June 30, 2000.

10.13  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

10.14  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.

10.15  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.

10.16  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.

10.17  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.

10.18  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).

10.19  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.


                                       43
<PAGE>

10.20  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).

10.21  Rental Agreement by and between Schrack Elektronik Aktiengesellschaft and
       IMMORENT-Weiko Grundverwertungsgesellschaft 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).

10.22  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).

10.23  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).

10.24  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).

10.25  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).

10.26  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.

10.27  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.

10.28  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.

10.29  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.

10.30  Acquisition agreement, dated July 31, 2000, by and among Artesyn
       Technologies, Inc., Artesyn North America, Inc., and Azcore Technologies,
       Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's
       Quarterly Report on Form 10-Q for the quarterly period ended September
       29, 2000

10.31  Product Development and Technology Transfer Agreement, dated May 12,
       2000, between Artesyn North America, Inc. a Delaware Corporation, and
       E-Power Co., Ltd., a company organized and existing under the laws of the
       People's Republic of China - incorporated by reference to Exhibit 10.2 of
       the Registrant's Quarterly Report on Form 10-Q for the quarterly period
       ended September 29, 2000


                                       44
<PAGE>

10.32  Credit Agreement dated January 23, 2001, among and between Artesyn
       Technologies, Inc., and certain of its subsidiaries, Bank of America,
       Inc., The Bank of Nova Scotia, Suntrust Bank, First Union National Bank,
       and Banc of America LLC. - incorporated by reference to Exhibit 10.1 of
       the Registrant's Current Report on Form 8-K, filed with the Commission on
       January 30, 2001.

10.33  Share Purchase Agreement dated March 24, 2000, between and among Artesyn
       Communications Products UK Ltd., and Zozma Investments Limited, and David
       Noble.


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 29, 2000, Artesyn did not file
any reports on Form 8-K.


                                       45
<PAGE>


         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 subsidiaries and have issued our report thereon dated January 22, 2001.
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 22, 2001.


                                       46
<PAGE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Years Ended on the
Friday Nearest December 31 ($000s)

<TABLE>
<CAPTION>
+-------------------------------------+----------------+--------------------------+---------------------------+-----------------+
|             COLUMN A                |    COLUMN B    |        COLUMN C          |         COLUMN D          |      COLUMN E   |
+-------------------------------------+----------------+--------------------------+---------------------------+-----------------+

                                                       +--------------------------+
                                                       |        Additions         |
                                      +----------------|-------------+------------|                           +-----------------+
                                      |                |   Charged   |  Charged   |---------------------------|                 |
                                      |   Balance at   |     to      |     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 2000:
Reserve deducted from asset to
   which it applies:
Allowance for doubtful
   accounts                                $2,737            $2,409        $    -       (2)           $1,575         $3,571
Restructuring reserve                         571                                       (1)              163            408
Valuation allowance for deferred tax
   assets                                       -                 -         2,342                          -          2,342

Fiscal Year 1999:
Reserve deducted from asset to
  which it applies:
Allowance for doubtful
   accounts                                $1,875            $  890        $    -       (2)           $   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                                $1,737            $  138        $    -                     $    -         $1,875
Restructuring reserve                           -             5,958             -       (1)            3,163          2,795
</TABLE>

(1)   This amount relates to payments.
(2)   The reduction relates to charge-offs.



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<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 1, 2001                   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                      Title                                   Date


/s/ Joseph M. O'Donnell        Co-Chairman of the Board,               3/1/01
---------------------------    President and Chief Executive
Joseph M. O'Donnell            Officer, Director


/s/ Ronald D. Schmidt          Co-Chairman of the Board                3/1/01
---------------------------
Ronald D. Schmidt


/s/ Richard J. Thompson        Vice President-Finance,                 3/1/01
---------------------------    Chief Financial Officer,
Richard J. Thompson            and Secretary


/s/ Edward S. Croft, III       Director                                3/1/01
---------------------------
Edward S. Croft, III


/s/ Dr. Fred C. Lee            Director                                3/1/01
---------------------------
Dr. Fred C. Lee


/s/ Lawrence J. Matthews       Director                                3/1/01
---------------------------
Lawrence J. Matthews


/s/ Stephen A. Ollendorff      Director                                3/1/01
---------------------------
Stephen A. Ollendorff


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<PAGE>

/s/ Phillip A. O'Reilly        Director                                3/1/01
---------------------------
Phillip A. O'Reilly


/s/ Bert Sager                 Director                                3/1/01
---------------------------
Bert Sager


/s/ A. Eugene Sapp, Jr.        Director                                3/1/01
---------------------------
A. Eugene Sapp, Jr.


/s/ Lewis Solomon              Director                                3/1/01
---------------------------
Lewis Solomon


/s/ John M. Steel              Director                                3/1/01
---------------------------
John M. Steel


                                       49
<PAGE>


                                INDEX TO EXHIBITS


Exhibit
No.                   Description
--------------------------------------------------------------------------

10.33     Share Purchase Agreement dated March 24, 2000, between and among
          Artesyn Communications Products UK Ltd., and Zozma Investments
          Limited, and David Noble.

21        List of subsidiaries of the Registrant

23        Consent of Arthur Andersen LLP



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