<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark one)

[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 29, 2001
                                                -------------

                                      OR

[_]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______ to


                          Commission File No. 0-4466
                                              ------


                          ARTESYN TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)


                                    FLORIDA
        (State or other jurisdiction of incorporation or organization)



           59-1205269                7900 Glades Road, Suite 500, Boca Raton, FL
(I.R.S. Employer Identifications      (Address of principal executive offices)
             Number)

           (561) 451-1000                                      33434
(Registrant's phone number, including                       (Zip Code)
             area code)


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 period 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
                                      ---

The number of shares of Common Stock, $.01 par value, of the Registrant issued
and outstanding as of July 27, 2001 was 38,223,652 shares.

================================================================================
<PAGE>

                          Artesyn Technologies, Inc.

                              Index to Form 10-Q

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                         Number
                                                                                         ------
<S>                                                                                      <C>
PART I.        Financial Information

Item 1.        Condensed Consolidated Financial Statements:

               Statements of Operations - For the Thirteen and Twenty-Six
               Weeks Ended June 29, 2001 and June 30, 2000                                    3

               Statements of Financial Condition - June 29, 2001
               and December 29, 2000                                                          4

               Statements of Cash Flows - For the
               Twenty-Six Weeks Ended June 29, 2001 and June 30, 2000                         5

               Statement of Shareholders' Equity and Comprehensive
               Income (Loss) - For the Twenty-Six Weeks Ended
               June 29, 2001                                                                  6

               Notes to Condensed Consolidated Financial
               Statements                                                                  7-13

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                        14-19

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                    20


PART II.       Other Information

Item 4.        Submission of Matters to a Vote of Security Holders                           21

Item 6.        Exhibits and Reports on Form 8-K                                              21

Signatures
</TABLE>
<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


                          ARTESYN TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Amounts in Thousands Except Per Share Data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Thirteen Weeks                   Twenty-Six Weeks
                                                        Ended                             Ended
                                             ----------------------------     ----------------------------
                                               June 29,        June 30,         June 29,        June 30,
                                                 2001            2000             2001            2000
                                             ------------    ------------     ------------    ------------
<S>                                          <C>             <C>              <C>             <C>
Sales                                        $    127,716    $    164,322     $    277,991    $    323,941
Cost of Sales                                     118,239         119,162          243,750         237,727
                                             ------------    ------------     ------------    ------------
Gross Profit                                        9,477          45,160           34,241          86,214
                                             ------------    ------------     ------------    ------------

Expenses
  Selling, general & administrative                15,438          15,745           31,366          29,970
  Research & development                           11,507          10,839           23,712          21,191
  Restructuring and related charges                 8,201               -            8,201               -
  Amortization of goodwill                          1,992           1,884            3,958           2,419
                                             ------------    ------------     ------------    ------------
                                                   37,138          28,468           67,237          53,580
                                             ------------    ------------     ------------    ------------
Operating Income (Loss)                           (27,661)         16,692          (32,996)         32,634
                                             ------------    ------------     ------------    ------------
Other Income (Expense)
  Interest expense                                 (2,083)         (1,442)          (4,084)         (2,331)
  Interest income                                     215             537              585             859
                                             ------------    ------------     ------------    ------------
                                                   (1,868)           (905)          (3,499)         (1,472)
                                             ------------    ------------     ------------    ------------

Income (Loss) before Income Taxes                 (29,529)         15,787          (36,495)         31,162

Provision (Benefit) for Income Taxes               (7,625)          5,206           (9,854)          9,972
                                             ------------    ------------     ------------    ------------
Net Income                                   $    (21,904)   $     10,581     $    (26,641)   $     21,190
                                             ============    ============     ============    ============
Earnings (Loss) per Share
   Basic                                     $      (0.57)   $       0.28     $      (0.70)   $       0.57
                                             ============    ============     ============    ============
   Diluted                                   $      (0.57)   $       0.27     $      (0.70)   $       0.55
                                             ============    ============     ============    ============

Common and Common Equivalent Shares
   Outstanding
   Basic                                           38,195          37,389           38,222          37,254
   Diluted                                         38,195          38,844           38,222          38,643
</TABLE>

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

                                       3
<PAGE>

                          ARTESYN TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                   (Amounts in Thousands Except Share Data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                    June 29,       December 29,
                                                                                      2001             2000
                                                                                  ------------     ------------
<S>                                                                               <C>              <C>
ASSETS
Current Assets
   Cash and equivalents                                                            $    30,138      $    34,383
   Accounts receivable, net                                                             90,331          122,377
   Inventories                                                                         149,504          150,462
   Prepaid expenses and other                                                            5,518            6,886
   Deferred income taxes, net                                                           22,406           12,552
                                                                                   -----------      -----------
     Total current assets                                                              297,897          326,660
                                                                                   -----------      -----------

Property, Plant & Equipment, net                                                       108,768          105,059
                                                                                   -----------      -----------

Other Assets
   Goodwill, net                                                                        59,951           62,880
   Deferred income taxes, net                                                            1,586            1,586
   Other assets, net                                                                     3,068            1,630
                                                                                   -----------      -----------
     Total other assets                                                                 64,605           66,096
                                                                                   -----------      -----------
                                                                                   $   471,270      $   497,815
                                                                                   ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Current maturities of long-term debt                                            $       883      $     1,512
   Accounts payable and accrued liabilities                                            107,722          149,035
                                                                                   -----------      -----------
     Total current liabilities                                                         108,605          150,547

Long-Term Debt                                                                         123,759           73,301
Other Long-Term Liabilities                                                             17,445           17,455
                                                                                   -----------      -----------
     Total Liabilities                                                                 249,809          241,303
                                                                                   -----------      -----------

Commitments and Contingencies (See Note 5, 6, 11 and 12)

Shareholders' Equity
   Preferred stock, par value $.01; 1,000,000 shares authorized;
     none issued                                                                             -                -
   Common stock, par value $.01; 80,000,000 shares authorized;
     38,213,280 issued and outstanding in 2001
      (38,282,007 shares outstanding in 2000)                                              382              383
   Additional paid-in capital                                                          122,115          121,360
   Retained earnings                                                                   121,525          149,873
   Accumulated other comprehensive loss                                                (22,561)         (15,104)
                                                                                   -----------      -----------
     Total shareholders' equity                                                        221,461          256,512
                                                                                   -----------      -----------
                                                                                   $   471,270      $   497,815
                                                                                   ===========      ===========
</TABLE>

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

                                       4
<PAGE>

                          ARTESYN TECHNOLOGIES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Amounts in Thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                         Twenty-Six Weeks Ended
                                                                                      June 29,             June 30,
                                                                                       2001                 2000
                                                                                  ----------------     ---------------
<S>                                                                               <C>                  <C>
OPERATING ACTIVITIES
   Net income (loss)                                                                  $  (26,641)          $  21,190
   Adjustments to reconcile net income (loss) to net
     cash (used in) provided by operating activities:
       Depreciation and amortization                                                      16,593              12,385
       Tax benefit from exercise of stock options                                            452               3,217
       Other non-cash charges                                                             15,315               7,880
   Changes in operating assets and liabilities:
       Accounts receivable                                                                28,085             (18,473)
       Inventories                                                                      (22,438)             (23,905)
       Prepaid expenses and other                                                            586              (1,316)
       Accounts payable and accrued liabilities                                          (39,682)              8,988
                                                                                      ----------           ---------
Net Cash (Used in) Provided by Operating Activities                                      (27,730)              9,966
                                                                                      ----------           ---------

INVESTING ACTIVITIES
   Purchases of property, plant and equipment                                            (21,810)            (16,011)
   Proceeds from sale of property, plant and equipment                                        30               1,387
   Purchase of Spider Software Ltd, net of cash acquired                                       -             (27,948)
   Purchase of Real Time Digital, Inc, net of cash acquired                               (3,326)                  -
   Increase in other assets                                                               (1,415)                  -
                                                                                      ----------           ---------
Net Cash Used in Investing Activities                                                    (26,521)            (42,572)
                                                                                      ----------           ---------

FINANCING ACTIVITIES
   Principal payments on debt and capital leases                                            (960)             (8,036)
   Proceeds from revolving credit loans, net of costs                                     52,935              38,933
   Repurchases and retirement of common stock                                             (2,306)             (5,373)
   Proceeds from exercises of stock options                                                  901               7,362
                                                                                      ----------           ---------
Net Cash Provided by Financing Activities                                                 50,570              32,886
                                                                                      ----------           ---------

Effect of Exchange Rate Changes on Cash and Equivalents                                     (564)             (1,263)
                                                                                      ----------           ---------

Decrease in Cash and Equivalents                                                          (4,245)               (983)

Cash and Equivalents, Beginning of Period                                                 34,383              37,562
                                                                                      ----------           ---------

Cash and Equivalents, End of Period                                                   $   30,138           $  36,579
                                                                                      ==========           =========
</TABLE>

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

                                       5
<PAGE>

                          ARTESYN TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        AND COMPREHENSIVE INCOME (LOSS)
                 For the Twenty-Six Weeks Ended June 29, 2001
                            (Amounts in Thousands)
                                  (Unaudited)


<TABLE>
<CAPTION>
                              Common Stock                                             Accumulated Other Comprehensive Loss
                           ------------------                                          ------------------------------------
                                                                                            Foreign
                                                         Additional                         Currency          Changes in     Compre-
                                                          Paid-In            Retained      Translation       Fair Value of   hensive
                           Shares         Amount          Capital            Earnings      Adjustment          Derivatives    Loss
                          --------      ----------      -----------        ------------   --------------    ---------------- -------
<S>                       <C>           <C>             <C>                <C>            <C>               <C>              <C>
Balance, December 29,
    2000                   38,282            $ 383       $ 121,360          $ 149,873       $ (15,104)         $    --
Issuance of common stock
    under stock option
    plans                     120                1             900
Tax benefit from
    exercises of stock
    options                                                    452
Repurchases and
    retirement of common
    stock                    (189)              (2)           (597)            (1,707)
Net loss                                                                      (26,641)                                     $(26,641)
Cumulative effect of
    accounting change for
    derivative financial
    instruments, net of tax
    provision of $442                                                                                              938          938
Other comprehensive loss
    - changes in fair value
    of derivative
    financial
    instruments, net of
    tax benefit of $558                                                                                         (1,249)      (1,249)
Other comprehensive loss
    - foreign currency
    translation
    adjustment, net of
    tax benefit of $2,640
                                                                                               (7,146)                       (7,146)
                                                                                                                           --------
Comprehensive loss                                                                                                         $(34,098)
                           ------           ------       ---------          ---------       ---------          -------     ========
Balance, June 29, 2001     38,213            $ 382       $ 122,115          $ 121,525       $ (22,250)         $  (311)
                           ======           ======       =========          =========       =========          =======
</TABLE>

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

                                       6
<PAGE>

                          Artesyn Technologies, Inc.
             Notes to Condensed Consolidated Financial Statements
                                 June 29, 2001
                                  (Unaudited)


1.       Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial reporting and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote
disclosures required by accounting principles generally accepted in the United
States for complete financial statements have been condensed or omitted.


In the opinion of management, the accompanying Condensed Consolidated Financial
Statements include all adjustments (consisting of normal recurring accruals)
considered necessary to present fairly the financial position, results of
operations and cash flows of Artesyn Technologies, Inc. ("Artesyn"). The results
of operations for the thirteen and twenty-six weeks ended June 29, 2001 are not
necessarily indicative of the results that may be expected for the entire fiscal
year 2001. In addition, these Condensed Consolidated Financial Statements should
be read in conjunction with the Consolidated Financial Statements and notes
thereto included in Artesyn's 2000 Annual Report on Form 10-K.

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


2.       Inventories

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



                                     June 29,             December 29,
                                       2001                   2000
                                --------------------    --------------------
       Raw materials                      $ 78,023               $ 87,419
       Work-in-process                      17,987                 17,166
       Finished goods                       53,494                 45,877
                                --------------------    --------------------
                                          $149,504               $150,462
                                ====================    ====================

3.       Property Plant & Equipment, Net

Related accumulated depreciation was $110.3 million and $100.3 million at June
29, 2001 and December 29, 2000, respectively. Depreciation expense was $6.5
million and $4.7 million for the thirteen weeks ended June 29, 2001 and June 30,
2000, respectively. For the twenty-six weeks ended June 29, 2001 and June 30,
2000, depreciation expense was $12.2 million and $9.8 million, respectively.

                                       7
<PAGE>

4.        Accounts Payable and Accrued Liabilities

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

                                              June 29,             December 29,
                                                2001                   2000
                                         ------------------       -------------

         Accounts payable                     $  48,611               $  85,383
         Accrued liabilities:
            Compensation and benefits            16,030                  21,312
            Income taxes payable                 14,186                  15,121
            Warranty reserve                      6,792                   8,140
            Commissions                           1,245                   2,763
            Other                                20,858                  16,316
                                         ------------------       -------------
                                              $ 107,722               $ 149,035
                                         ==================       =============

At June 29, 2001 and December 29, 2000, other accrued liabilities consisted
primarily of accruals for professional fees, consulting fees, subcontracting
fees, interest, fair value of interest rate swap derivatives and other taxes.

5.       Restructuring and Related Charges

During the second quarter of 2001, Artesyn implemented a plan to restructure
certain of its operations as a result of a significant reduction in customer
demand experienced during the first half of 2001. The reduction in customer
demand resulted in Artesyn having excess manufacturing capacity and costs. The
restructuring plan is designed to address these issues, and is comprised of the
following elements:

     1)  A realignment of Artesyn's commercial functions along customer/market
         lines in order to provide Artesyn with enhanced customer service.
     2)  Addressing certain excess capacity and cost issues by closing several
         operating and administrative facilities throughout the world and
         consolidating their functions into other existing Artesyn locations.
     3)  The elimination of certain operational and administrative positions
         company-wide.

Pursuant to Artesyn's restructuring plan, during the second quarter of 2001,
Artesyn recorded a pre-tax restructuring charge of approximately $8.2 million.
Remaining restructuring accrual at June 29, 2001 is included in Other Accrued
Liabilities. The components of this charge, along with the 2001 activity related
to these charges, are presented in the following table ($000's).

<TABLE>
<CAPTION>
                                                            2001 Activity
                                                        ----------------------------

                                                                                          Accrued
                                                                                         Liability
                                       Restructuring                                      June 29,
                                         Charge            Cash          Non-Cash           2001
                                       -------------    -----------     ------------    -------------
     <S>                               <C>              <C>             <C>             <C>
     Facility closures                      $5,529           $ 17          $ 3,841            $1,671
     Employee termination costs              2,672            980                -             1,692
                                       -------------    -----------     ------------    -------------
                                            $8,201           $997          $ 3,841            $3,363
                                       =============    ===========     ============    =============
</TABLE>

The charge for facility closures is primarily write-offs of equipment and other
fixed assets to be disposed of or abandoned at locations that are being closed.
The remaining reserve represents Artesyn's estimate of the future lease
commitments and buyout options for those locations being closed, after
considering

                                       8
<PAGE>

sublease opportunities. Artesyn anticipates that the closures of facilities and
disposal of assets will be completed during the remainder of 2001. Lease
payments for the closed facilities extend into 2006. Although Artesyn is
aggressively marketing these locations for subleases on acceptable terms, the
ultimate time required to obtain acceptable subleases may extend beyond
Artesyn's estimates.

The restructuring plan includes the termination and payment of related severance
benefits for approximately 450 employees, of which approximately 153 have been
terminated as of June 29, 2001. The remaining terminations and associated
termination payments are expected to be made during the remainder of 2001.

As part of ongoing restructuring efforts, Artesyn expects to record a total
charge of approximately $15.0 million in 2001, with the remaining balance of the
charge expected to be recorded in third quarter.

6.       Acquisitions

On January 23, 2001, Artesyn acquired 100% of the capital stock of Real Time
Digital, Inc. ("RTD") of Wall, New Jersey. RTD is a developer of Digital Signal
Processor software and high-density board-level products for the voice and media
gateways that manage the transmission of information from the circuit-based
public telephone network into the Internet. The purchase price consisted of $3.3
million in cash, net of cash acquired, and additional contingent payments of up
to $7.0 million based on certain product development milestones in 2001 and
2002. The acquisition was accounted for under the purchase method of accounting.
Accordingly, approximately $3.4 million in goodwill was recorded related to the
acquisition of RTD, representing the excess of the purchase price over the
estimated fair value of net assets acquired and transaction costs. The goodwill
is being amortized over 10 years. The results of operations of RTD have been
included in Artesyn's Consolidated Financial Statements from the date of
acquisition.

The initial product development milestone related to the RTD acquisition will be
reached in the third quarter of 2001. When this milestone is reached, it will
result in a $3.0 million contingent payment being made to the former owners of
RTD. Additional milestones are expected to be reached in 2002.

Effective March 27, 2000, Artesyn acquired 100% of the capital stock of Spider
Software Limited ("Spider") based in Edinburgh, Scotland. Spider supplies
embedded telecommunications and networking software to the communications
marketplace. The purchase price included approximately $33 million of fixed cash
payments, of which $28 million was paid in the first quarter of 2000 with the
remaining $5 million to be paid in equal installments in March 2002 and 2003. In
addition, additional contingent consideration is to be paid based on Spider's
ability to achieve certain earnings targets through March 2003. Although the
additional contingent consideration is not capped, the initial expectation based
on revenue estimates at the time of the purchase was that Artesyn would pay
$11.0 million in contingent consideration over a three year period. Currently,
the contingent payment is not expected to exceed $8.0 million over the three
year earn out period. The acquisition was accounted for under the purchase
method of accounting. Accordingly, goodwill of approximately $35.8 million has
been 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 over 6 years. The results of operations of Spider have been
included in Artesyn's Consolidated Financial Statements from the date of
acquisition.

The initial earnings measurement period related to the Spider contingent
payments ended March 30, 2001, resulting in the recording of $1.2 million in
additional purchase price. Approximately $0.7 million of the earn out will be
paid during 2001, with the remaining amount to be paid in the third quarter of
2002.

On August 4, 2000, Artesyn acquired all of the capital stock of Azcore
Technologies, Inc. ("Azcore") based in Tucson, Arizona. Azcore has certain
products and technology in development that Artesyn believes will complement and
enhance its current product offerings and provide long-term growth
opportunities. The purchase price consisted of a $5.8 million cash payment, net
of cash acquired, made in the third quarter of fiscal year 2000 and additional
contingent payments of up to $8.0 million if Azcore's products meet certain
developmental milestones through 2001. The initial contingent payment related to
the Azcore acquisition was made in the fourth quarter of 2000 for approximately
$0.7 million. A subsequent

                                       9
<PAGE>

payment was made at the beginning of the third quarter of 2001 for $2.9 million.
Additional milestones are expected to be achieved during 2002. The acquisition
was accounted for under the purchase method of accounting. Accordingly, $6.5
million in goodwill was recorded, representing the excess of the purchase price
over the estimated fair value of the net assets acquired and transactions costs.
The goodwill is being amortized over 20 years. The results of operations of
Azcore have been included in Artesyn's Consolidated Financial Statements from
the date of acquisition.

The following unaudited pro forma information presents the consolidated results
of operations of Artesyn, Spider, Azcore and RTD as if the acquisitions had
occurred at the beginning of the periods presented.

<TABLE>
<CAPTION>
                                             For the Thirteen Weeks        For the Twenty-Six Weeks
                                                     Ended                           Ended
                                           ---------------------------     --------------------------
                                            June 29,       June 30,        June 29,       June 30,
                                              2001            2000            2001           2000
                                           ------------    -----------     -----------    -----------
      <S>                                  <C>             <C>             <C>            <C>
      Sales                                   $127,716       $164,505        $278,013       $325,484
      Net income (loss)                        (21,904)        10,229         (26,672)        18,687
      Earnings (loss) per share - Basic          (0.57)          0.27           (0.70)          0.50
      Earnings (loss) per share - Diluted        (0.57)          0.26           (0.70)          0.48
</TABLE>

The unaudited consolidated pro forma information has 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 consolidated pro forma
information does 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.

7.       Income Taxes

The provision (benefit) for income taxes reflects federal, state, and foreign
taxes. The effective income tax rate on pretax earnings (loss) differs from that
computed at the United States federal statutory rate for the following reasons:

<TABLE>
<CAPTION>
                                                             Twenty-Six Weeks Ended
                                                        ---------------------------------
                                                           June 29,          June 30,
                                                             2001              2000
                                                        ---------------    --------------
          <S>                                           <C>                <C>
          Provision (benefit) computed at United
              States federal statutory income tax Rate        (35.0)%             35.0%
          Amortization of goodwill                              0.8                0.3
          Foreign tax effects                                   8.7               (6.5)
          Effect of state income taxes                         (1.9)               3.2
          Other                                                 0.4                -
                                                        ---------------    --------------
          Effective tax rate                                  (27.0)%             32.0%
                                                        ===============    ==============
</TABLE>

                                       10
<PAGE>

8.       Comprehensive Income (Loss)

The components of Artesyn's comprehensive income (loss) are as follows:


<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended             Twenty-Six Weeks Ended
                                            -----------------------------     ---------------------------
                                              June 29,        June 30,         June 29,        June 30,
                                                2001            2000             2001            2000
                                            -------------    ------------     ------------    -----------
     <S>                                    <C>              <C>              <C>             <C>
      Net income (loss)                        $(21,904)        $10,581        $(26,641)        $21,190

      Foreign currency translation
          adjustment                             (3,052)         (1,812)         (9,786)         (5,570)
      Cumulative effect of change in
          accounting principle change
          in derivative financial
          instrument                                  -               -           1,380               -
      Effect of changes in the value of
          derivatives                               (95)              -          (1,807)
      Tax benefit                                   496             439           2,756           1,604
                                            -------------    ------------     ------------    -----------
                                                 (2,651)         (1,373)         (7,457)         (3,966)
                                            -------------    ------------     ------------    -----------
      Comprehensive income (loss)              $(24,555)        $ 9,208        $(34,098)        $17,224
                                            =============    ============     ============    ===========
</TABLE>

9.       Earnings (Loss) Per Share

The following data show the amounts used in computing earnings (loss) per share
("EPS") and the effects on income and the weighted-average number of shares of
potential dilutive common stock. The reconciliation of the numerator and
denominator of the EPS calculation is presented below ($000s except per share
data).

<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended            Twenty-Six Weeks Ended
                                             ----------------------------    ----------------------------
                                               June 29,        June 30,       June 29,         June 30,
                                                 2001            2000           2001             2000
                                             -------------    -----------    ------------     -----------
      <S>                                    <C>              <C>            <C>              <C>
      Basic EPS
         Net income (loss)                      $(21,904)         $10,581       $(26,641)         $21,190
                                             -------------    -----------    ------------     -----------
         Weighted average shares                  38,195           37,389         38,222           37,254
                                             -------------    -----------    ------------     -----------

         Per share - Basic                        $(0.57)           $0.28         $(0.70)           $0.57
                                             =============    ===========    ============     ===========

      Diluted EPS
         Net income (loss)                      $(21,904)         $10,581       $(26,641)         $21,190
                                             -------------    -----------    ------------     -----------
         Weighted average shares                  38,195           37,389         38,222           37,254

         Effect of dilutive items -Stock
            options                                    -            1,455              -            1,389
                                             -------------    -----------    ------------     -----------
                                                  38,195           38,844         38,222           38,643
                                             -------------    -----------    ------------     -----------
         Per share- Diluted                     $  (0.57)         $  0.27       $  (0.70)         $  0.55
                                             =============    ===========    ============     ===========

      Anti-dilutive weighted options               4,083            1,448          3,888            1,292
                                             =============    ===========    ============     ===========
</TABLE>

The above anti-dilutive weighted options to purchase shares of common stock were
not included in computing diluted earnings (loss) per share because their
inclusion would be anti-dilutive for the respective periods.

                                       11
<PAGE>

10.      Shareholders' Equity

As part of the previously announced three-year, up to 4.0 million share
repurchase program implemented in 1998, Artesyn repurchased 189,000 shares of
its common stock for a total of approximately $2.3 million, during the first
half of 2001. To date, Artesyn has repurchased approximately 3.7 million of the
approved 4.0 million shares for a total of approximately $62.8 million, which
was 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 outstanding
shares with the difference charged to retained earnings. The repurchase program
will expire in the third quarter of 2001.

11.      Derivative Financial Instruments

Artesyn utilizes interest rate swap derivative instruments to manage changes in
market conditions related to interest rate payments on certain of its variable
rate debt obligations. As of June 29, 2001, Artesyn had three interest rate swap
agreements with a total notional amount of $23.4 million effectively fixing the
rate on a like amount of variable rate borrowings. Artesyn adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended by
SFAS No. 137 and SFAS No. 138, at the beginning of fiscal 2001. SFAS No. 133
requires the transition adjustment resulting from adopting these statements to
be reported in net income or other comprehensive income, as appropriate, as the
cumulative effect of a change in accounting principle. In accordance with the
transition provisions of SFAS No. 133, Artesyn recorded a cumulative transition
adjustment upon adoption of approximately $0.9 million to reduce Accumulated
Other Comprehensive Loss to recognize the fair value of its interest rate swap
derivative instruments as of the date of adoption. During the six months ended
June 29, 2001, Artesyn recorded the subsequent change in fair value of the
interest rate swap derivatives as an increase in Accumulated Other Comprehensive
Loss totaling approximately $1.2 million.

Artesyn recognizes all derivatives on the balance sheet at fair value. Such
derivatives total a liability of approximately $0.3 million as of June 29, 2001
and are included in Accounts Payable and Accrued Liabilities in the accompanying
Consolidated Financial Statements. Changes in the fair value for the effective
portion of the gain or loss on a derivative that is designated as and meets all
the required criteria for a cash flow hedge are recorded in Accumulated Other
Comprehensive Loss and reclassified into earnings as the underlying hedged item
affects earnings. Amounts reclassified into earnings related to interest rate
swap agreements are included in interest expense. The ineffective portion of the
gain or loss on a derivative is recognized in earnings within other income or
expense. There was no significant hedge ineffectiveness for the existing
derivative instruments for the thirteen or twenty-six weeks ended June 29, 2001.

12.      Credit Agreement

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 31, 2004,
replaced 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 its assets. On January 23, 2001, $91.7
million in existing loans under the previous credit agreement were repaid from
borrowings under the new revolving credit facility. Any outstanding amounts
under the credit facility are due on March 31, 2004. On June 29, 2001, the
balance on the revolving credit facility was $123.5 million. Artesyn's ability
to further borrow under its credit facility is dependant on its being in
compliance with their restrictive covenants set forth in the facility. Whether
Artesyn complies with these covenants is further dependant, to a large degree,
on its results in future periods.

As of June 29, 2001, Artesyn was in compliance with the restrictive covenants
with respect to its current credit facility. If customer demand does not
improve, Artesyn will need to raise additional capital and/or negotiate certain
of these covenants in order to comply in future periods. Artesyn is in ongoing
discussions with its banks regarding amendments to the credit agreement that
would take into account the significant reduction in revenue and customer demand
is has recently experienced. Artesyn is also evaluating other financing
alternatives to provide it with additional capital. Artesyn expects to complete
this review and have any necessary actions in place by the end of the third
quarter of 2001 in order to ensure continued compliance with the credit
agreement, although there is no assurance that these actions will take place. If
Artesyn is not in compliance with its restrictive covenants and is unable to
obtain a waiver and/or make other financial accommodations and the banks
accelerate the payment schedule, Artesyn's financial condition may be adversely
affected.

Based on current expectations and business conditions, including discussions
with the banks, Artesyn believes that its cash and equivalents, available credit
line, cash generated from operations, and other financing activities are
expected to be adequate to meet working capital requirements, capital
expenditures, debt and capital lease obligations, contingent payments related to
acquisitions, and operating lease commitments for the next twelve months.

                                       12
<PAGE>

13.  Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141") "Business Combinations".
SFAS 141 addresses financial accounting and reporting for business combinations
and supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations" and Statement of Financial Accounting Standards No. 38 "Accounting
for Preacquisition Contingencies of Purchased Enterprises". All business
combinations in the scope of SFAS 141 are to be accounted for under the purchase
method. SFAS 141 is effective June 30, 2001. Artesyn does not expect the
adoption of SFAS 141 to have an impact on its financial position, results of
operations or cash flows.

In June 2001, the FASB also issued Statement of Financial Accounting Standards
No. 142. "Goodwill and other Intangible Assets" ("SFAS 142"). SFAS 142 addresses
financial accounting and reporting for intangible assets acquired individually
or with a group of other assets (but not those acquired in a business
combination) at acquisition. SFAS 142 also addresses financial accounting and
reporting for goodwill and other intangible assets subsequent to their
acquisition. With the adoption of SFAS 142, goodwill is no longer subject to
amortization. Rather, goodwill will be subject to at least an annual assessment
for impairment by applying a fair-value based test. The impairment loss is the
amount, if any, by which the implied fair value of goodwill is less than the
carrying or book value. SFAS 142 is effective for fiscal years beginning after
December 15, 2001. Impairment loss for goodwill arising from the initial
application of SFAS 142 is to be reported as resulting from a change in
accounting principal. Artesyn has not yet assessed the impact of adopting SFAS
142.

                                       13
<PAGE>

Item 2.   Management's Discussion and Analysis of
Financial Condition and Results of Operations


Results of Operations

For the Thirteen and Twenty-Six Weeks Ended June 29, 2001 compared to the
Thirteen and Twenty-Six Weeks Ended June 30, 2000

Sales. Sales for the second quarter of 2001 were $127.7 million compared to
$164.3 million for the comparable period in 2000, a decrease of $36.6 million or
22%. Sales for the twenty-six weeks ended June 29, 2001 decreased $46.0 million,
or 14%, to $278.0 million from $323.9 million in the comparable period of 2000.
The lower revenue was the result of a significant and unexpected reduction in
demand that Artesyn experienced from most of its major customers. The decreased
level of demand, which adversely impacted all of Artesyn's markets, continued
throughout the second quarter of 2001, and is primarily responsible for the
decrease in revenue in comparison to 2000. Artesyn's current expectation is
that, for the remainder of 2001, revenue will continue to be significantly below
the levels experienced in 2000.

Artesyn still perceives significant weakness in all the markets it currently
serves as customers respond to decreased end-user demand and high inventory
levels. As a result, Artesyn expects revenue in the second half of the year to
be below levels recorded in the first half of 2001.

The decrease in customer demand is further reflected in the levels of orders and
backlog reported in the thirteen and twenty-six weeks ended June 29, 2001.
Orders booked in the second quarter of 2001 were $64.1 million, a decrease of
$162.2 million or 72% from $226.3 million in the second quarter of 2000. For the
twenty six weeks ended, orders decreased $245.0 million or 58% from $422.3
million in 2000 to $177.3 million in 2001. Much of the decrease was the result
of cancelled orders initially placed in 2000. Backlog, which consists of
purchase orders on hand having delivery dates scheduled within the next six
months, decreased $145.0 million or 61% from $237.5 million on June 30, 2000 to
$92.5 million on June 29, 2001. Artesyn does not anticipate significant changes
in orders or backlog for the rest of 2001 in comparison with the second quarter
of 2001 until end-user demand returns and its customers are able to reduce their
current inventory levels.

Gross Margin. Gross margin as a percent of revenue for the second quarter of
2001 decreased to 7.4% compared to 27.5% for the second quarter of 2000. For the
first half of the year, gross margin as a percent of revenue decreased from
26.6% in 2000 to 12.3% in 2001. Included in the 2001 second quarter results is a
$10.0 million charge for an increased inventory excess and obsolescence reserve
taken during the second quarter of 2001. Artesyn increased its excess and
obsolescence inventory reserve due to the sudden downturn in customer demand and
the high levels of inventory.

In addition to the inventory charge, gross margin was adversely impacted by
inefficiencies resulting from the decrease in demand. Decreased demand lowered
plant utilization, which reduced the absorption of costs, and resulted in lower
product margins. In addition, Artesyn was negatively impacted by a shift in
product mix during the period, as sales for several long-running, high-margin,
custom products declined and were replaced by the start-up costs of new programs
that began shipping. Artesyn expects to see moderate improvement in new program
margins later in the year as these programs reach volume production and the
products are transferred to low-cost manufacturing facilities.

                                       14
<PAGE>

Gross margins were also negatively impacted as a result of continuing raw
material supply and pricing issues. The component supply problems experienced by
Artesyn throughout fiscal year 2000 eased somewhat in the first half of 2001,
and many of Artesyn's suppliers were able to fulfill orders placed in previous
periods. The commitments to purchase these components had been locked in at a
premium price during a time of supply shortage and strong customer demand for
Artesyn's products. Artesyn has begun recently to see an improvement in material
pricing, but many of these premium priced components are still in raw material
inventory and will continue to impact gross margin in the third quarter of 2001.

The negative effect of component prices is expected to ease during the second
half of 2001 as premium priced components are consumed in the manufacturing
process and replaced by lower priced items. However, Artesyn believes that due
to the change in the product mix and the manufacturing inefficiencies discussed
above, gross margin as a percent of revenue will continue to be lower in
comparison to comparable 2000 periods for at least the remainder of 2001.

During the second quarter of 2001, Artesyn announced it would initiate cost
saving measures in order to match its level of expenses with its reduced levels
of demand. The result of these measures is the restructuring plan discussed
below. Included as part of the restructuring plan, Artesyn will close its
Broomfield, Colorado manufacturing facility and its Huntington Beach, California
product renewal center. All the functions currently provided by Broomfield and
Huntington Beach will be consolidated into other locations throughout the world.
Artesyn believes the reduction in capacity from these facility closures should
be completed in the third quarter of 2001. Additional cost reduction initiatives
that have been implemented are factory work force reductions, shortened work
weeks, and restrictions on discretionary spending. The degree of the industry
slowdown, the state of the overall economy and customer demand for Artesyn's
products will determine if additional cost reduction initiatives will be
implemented.

Operating Expenses. Selling, general and administrative expenses were $15.4
million (or 12% of sales) in the second quarter of 2001 compared to $15.7
million (or 10% of sales) for the comparable prior year period. For the twenty-
six weeks ended June 29, 2001, selling, general and administrative expenses were
$31.4 million (or 11% of sales) compared to $30.0 million (or 9% of sales) for
the comparable prior year period.

Artesyn maintained its significant investment in research and development which
totaled $11.5 million, or 9% of sales, in the second quarter of 2001 compared
to $10.8 million, or 7% of sales, for the second quarter of 2000. For the
first half of the year, research and development expenses totaled $23.7 million,
or 9% of sales, in 2001 and $21.2 million, or 7% of sales in 2000.

Artesyn's initial expectations for 2001 included revenue growth over comparable
2000 periods. As a result, Artesyn increased its investment in infrastructure
in order to administer anticipated growth leading to higher operating expenses
on an actual dollar basis. When the actual revenue realized turned out to be
less than expected and the higher expenses also increased as a percentage of
sales, Artesyn took steps, which are discussed in "Restructuring and Related
Changes", to reduce the infrastructure and maintain the proper relationship
between operating expenses and revenue. These steps included closure of
engineering and administrative facilities and headcount reductions.

Restructuring and Related Charges. During the second quarter of 2001, Artesyn
implemented a plan to restructure certain of its operations as a result of a
significant reduction in customer demand experienced

                                       15
<PAGE>

during the first half of 2001. The reduction in customer demand resulted in
Artesyn having excess manufacturing capacity and costs. The restructuring
plan is designed to address these issues, and is comprised of the following
elements:

     1)   A realignment of Artesyn's commercial functions along customer/market
          lines in order to provide Artesyn with enhanced customer service.
     2)   Addressing certain excess capacity and cost issues by closing several
          operating and administrative facilities throughout the world and
          consolidating their functions into other existing Artesyn locations.
     3)   The elimination of certain operational and administrative positions
          company-wide.

Pursuant to Artesyn's restructuring plan, during the second quarter of 2001,
Artesyn recorded a pre-tax restructuring charge of approximately $8.2 million.
The components of this charge, along with the 2001 activity related to these
charges, are presented in the following table ($000's).

<TABLE>
<CAPTION>
                                                                2001 Activity
                                                        -----------------------------
                                                                                              Accured
                                         Restruct-                                           Liability
                                        ring Charge         Cash           Non-Cash        June 29, 2001
                                     ---------------    -----------     -------------    -----------------
     <S>                             <C>                <C>             <C>              <C>
     Facility closures                   $     5,529       $     17         $   3,841           $    1,671
     Employee termination costs                2,672            980                 -                1,692
                                     ---------------    -----------     -------------    -----------------
                                         $     8,201       $    997         $   3,841           $    3,363
                                     ===============    ===========     =============    =================
</TABLE>

The charge for facility closures is primarily write-offs of equipment and other
fixed assets to be disposed of or abandoned at locations that are being closed.
The remaining reserve represents Artesyn's estimate of the future lease
commitments and buyout options for those locations being closed, after
considering sublease opportunities. Artesyn anticipates that the closures of
facilities and disposal of assets will be completed during the remainder of
2001. Lease payments for the closed facilities extend into 2006. Although
Artesyn is aggressively marketing these locations for subleases on acceptable
terms, the ultimate time required to obtain acceptable subleases may extend
beyond Artesyn's estimates.

The restructuring plan includes the termination and payment of related severance
benefits for approximately 450 employees, of which approximately 153 have been
terminated as of June 29, 2001. The remaining terminations and associated
termination payments are expected to be made during the remainder of 2001.

As part of ongoing restructuring efforts, Artesyn expects to record a total
charge of approximately $15.0 million in 2001, with the remaining balance of the
charge expected to be recorded in the third quarter. Such charges are in
addition to the $10.0 million charge for increased inventory excess and
obsolescence reserve included as a component of cost of sales taken in the
second quarter of 2001.

Amortization of Goodwill. Amortization expense for the second quarter of 2001
was $2.0 million, an increase of $0.1 million, or 6%, over the second quarter of
2000. For the twenty-six weeks ended June 29, 2001, amortization expense
increased $1.5 million, or 64%, over the comparable 2000 period. These increases
were the result of amortization expense related to goodwill from the acquisition
of Spider, Azcore, and RTD.

Interest Expense, net. Interest expense, net of interest income, in the second
quarter of 2001 increased from $0.9 million in 2000 to $1.9 million in 2001, an
increase of 106%. For the twenty-six weeks ended June 29, 2001, interest
expense, net increased $2.0 million, or 137%, from $1.5 million in 2000 to $3.5
million in 2001. This increase was primarily the result of additional
outstanding borrowings related to the use of operating cash flow to fund the
increase in working capital (see Liquidity and Capital Resources) in the first
half of 2001, borrowings related to the acquisition of Spider and available cash
used for the acquisition of Azcore and RTD.

Net Income (Loss). The net loss for the second quarter of 2001 was $21.9
million, or $0.57 per diluted share, compared to net income of $10.6 million, or
$0.27 per diluted share, for the comparable year-ago quarter. For the twenty-six
weeks ended June 29, 2001, the net loss was $26.6 million, or $0.70 per diluted
share, in

                                       16
<PAGE>

2001, compared to a net income of $21.2 million, or $0.55 per diluted share, in
the comparable 2000 period. The net loss resulted primarily from the significant
reduction in customer demand Artesyn experienced in the first half of 2001.

Acquisition. On January 23, 2001, Artesyn acquired 100% of the capital stock of
RTD of Wall, New Jersey. RTD is a developer of Digital Signal Processor software
and high-density board-level products for the voice and media gateways that
manage the transmission of information from the circuit-based public telephone
network into the Internet. The purchase price consisted of $3.3 million in cash,
net of cash acquired, and additional contingent payments of up to $7.0 million
based on certain product development milestones in fiscal year 2001 and fiscal
year 2002. The acquisition was accounted for under the purchase method of
accounting. Accordingly, approximately $3.4 million in goodwill was recorded
related to the acquisition of RTD, representing the excess of the purchase price
over the estimated fair value of net assets acquired and transaction costs. The
goodwill is being amortized over 10 years. The results of operations of RTD have
been included in Artesyn's consolidated financial statements from the date of
acquisition.

Liquidity and Capital Resources

At June 29, 2001, Artesyn's cash and equivalents decreased to $30.1 million from
$34.4 million on December 29, 2000. This decrease was primarily attributable to
Artesyn's net loss, increases in inventories and decreases in accounts payable
to the extent not financed by borrowings under Artesyn's credit agreement during
2001.

Cash used in operations was $27.7 million for the twenty-six weeks ended June
29, 2001 primarily financed by borrowings under Artesyn's credit agreement and,
to a lesser extent, from cash on hand compared with cash provided by operations
of $10.0 million in the same period in fiscal year 2000. Cash from operations
was impacted negatively by the net loss Artesyn experienced in 2001, an increase
in inventory and a reduction in accounts payable. Artesyn's initial revenue
projections for 2001, which were compiled in the third and fourth quarters of
2000, were significantly higher than actual revenue realized to date in 2001. To
meet the anticipated demand, materials were ordered and production schedules
were established. When the demand from customers significantly decreased and
customer orders were extended or cancelled, Artesyn had a significant amount of
excess raw material and finished goods in inventory. This was the primary reason
for the increase in inventories and the resulting decrease in cash flow from
operations.

Reduced customer demand also resulted in a decrease in accounts payable and
accruals during 2001 and a decrease in cash flow from operations of $39.7
million. The reduction in payables resulted from a use of operating cash in
order to pay down the balances, while the decreased level of business activity
caused Artesyn to reduce the rate at which new accounts payable were incurred.

While there was a net increase in inventory in the first two quarters of 2001,
during the second quarter of 2001, there was a decrease in inventory which
resulted in cash flow from operations of $7.8 million. Artesyn believes it has
taken steps that should result in a continued reduction in inventories in the
second half of fiscal year 2001. Purchases of raw materials have been cancelled
or postponed where possible as a result of reduced customer demand. In addition,
production schedules have been significantly modified in order to adjust
inventory levels for the reduction in demand. However, there can be no assurance
that a continued reduction in inventory will take place due to the significant
uncertainty in the marketplace.

Capital expenditures for the first six months of 2001 totaled $21.8 million
primarily financed by borrowings under Artesyn's credit agreement and, to a
lesser extent, from cash on hand. Capital expenditures were primarily for the
expansion of our manufacturing facility in China and construction of a new
facility in Hungary. Artesyn believes that these facilities will be a source of
low-cost, high-efficiency production in the future. The remaining capital
expenditures were for the continued upgrade of other existing facilities and
equipment in support of Artesyn's current operating activities. The new facility
in Hungary became operational in the first

                                       17
<PAGE>

quarter of 2001. Substantially all cash requirements related to this program
have been fulfilled. Due to the decrease in customer demand, capital
expenditures for capacity expansion have been postponed or cancelled. As a
result, capital expenditures are expected to be significantly below the levels
experienced in the first half for the remainder of the year.

Spider was acquired in March 2000 for approximately $33.0 million of fixed cash
payments and contingent consideration. Cash payments related to the acquisition
of $28.0 million were made in the first quarter of fiscal year 2000 and the
remaining fixed cash payments of $5.0 million will be paid in equal installments
in March 2002 and March 2003. The contingent consideration is based on Spider's
ability to achieve certain earnings targets through March 2003. These targets
will be based on revenue and earnings for the three annual periods ending March
30, 2001, March 29, 2002 and March 31, 2003. The initial expectation when the
purchase agreement was signed was for Artesyn to make payments of $11.0 million
over a three year period. For the earn out period ending March 30, 2001, an
additional $1.2 million in purchase price was recorded based on Spider's
results. Approximately $0.7 million of the earn out will be paid during 2001,
with the remaining amount to be paid in the third quarter of 2002. Currently, as
a result of the reduced level of business activity, the total contingent payment
to be made by Artesyn is not expected to exceed $8.0 million over the three year
earn out period.

Azcore was acquired in August 2000 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 through fiscal year 2001 and 2002. The first of these
milestones was reached in the fourth quarter of fiscal year 2000, and a payment
of $0.7 million was made. An additional payment was made to the former owners of
Azcore in the third quarter of 2001 for $2.9 million. The remaining amount of
the contingent consideration is expected to be paid in 2002 as the milestones
are met.

RTD was acquired in January 2001 for approximately $3.3 million, net of cash
acquired, of fixed cash payments and up to $7.0 million in contingent
consideration based on development milestones of certain products through 2002.
Artesyn expects that the initial milestone will be reached and the initial
earn-out payment will be made in the third quarter of 2001 for approximately
$3.0 million, with the remainder of the payments to be made in 2002.

Net cash provided by financing activities of $50.6 million for the twenty-six
weeks ended June 29, 2001 reflects net proceeds from revolving credit loans
(which includes amounts borrowed under Artesyn's previous credit agreement) less
principal payments on capital leases of $52.0 million partially offset by the
repurchase and retirement of 189,000 shares of Artesyn's common stock for $2.3
million.

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 31, 2004,
replaces Artesyn's previous $200 million credit line. The agreement provides for
various interest rate options on the facility initially based on the LIBOR Rates
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 its assets. On January 23, 2001, $91.7 million 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. On June
29, 2001, the balance on the revolving credit facility was $123.5 million.
Artesyn's ability to further borrow under its facility is dependant on its being
in compliance with their restrictive covenants set forth in the facility.
Whether Artesyn complies with these covenants is further dependant, to a large
degree, on its results in future periods.

As of June 29, 2001, Artesyn was in compliance with the restrictive covenants
with respect to its current credit facility. If customer demand does not
improve, Artesyn will need to raise additional capital and/or renegotiate
certain of these covenants in order to comply in future periods. Artesyn is in
ongoing discussions with its banks regarding amendments to the credit
agreement that would take into account the significant reduction in revenue
and customer demand it has recently experienced. Artesyn is also evaluating
other financing alternatives to provide it with additional capital. Artesyn
expects to complete this review and have any necessary actions in place by

                                       18
<PAGE>

the end of the third quarter of 2001 in order to ensure continued compliance
with the credit agreement, although there is no assurance that these actions
will take place. If Artesyn is not in compliance with its restrictive covenants
and is unable to obtain a waiver and/or make other financial accommodations and
the banks accelerate the payment schedule, Artesyn's financial condition and
results of operations may be adversely affected.

Based on current expectations and business conditions, including discussions
with the banks, Artesyn believes that its cash and equivalents, available credit
line, cash generated from operations, and other financing activities are
expected to be adequate to meet working capital requirements, capital
expenditures, debt and capital lease obligations, contingent payments related to
acquisitions, and operating lease commitments for the next twelve months.

Recent Accounting Pronouncements

Artesyn utilizes interest rate swap derivative instruments to manage changes in
market conditions related to interest rate payments on certain of its variable
rate debt obligations. As of June 29, 2001, Artesyn had three interest rate swap
agreements with a total notional amount of $23.4 million effectively fixing the
rate on a like amount of variable rate borrowings. Artesyn adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended by
SFAS No. 137 and SFAS No. 138, at the beginning of fiscal 2001. SFAS No. 133
requires the transition adjustment resulting from adopting these statements to
be reported in net income or other comprehensive income, as appropriate, as the
cumulative effect of a change in accounting principle. In accordance with the
transition provisions of SFAS No. 133, Artesyn recorded a cumulative transition
adjustment upon adoption of approximately $0.9 million to reduce Accumulated
Other Comprehensive Loss to recognize the fair value of its interest rate swap
derivative instruments as of the date of adoption. During the twenty-six weeks
ended June 29, 2001, Artesyn recorded the subsequent change in fair value of the
interest rate swap derivatives as an increase in Accumulated Other Comprehensive
Loss totaling approximately $1.2 million.

Artesyn recognizes all derivatives on the balance sheet at fair value that total
a liability of approximately $0.3 million as of June 29, 2001 and is included in
Accounts Payable and Accrued Liabilities in the accompanying Consolidated
Financial Statements. Changes in the fair value for the effective portion of the
gain or loss on a derivative that is designated as and meets all the required
criteria for a cash flow hedge are recorded in Accumulated Other Comprehensive
Loss and reclassified into earnings as the underlying hedged item affects
earnings. Amounts reclassified into earnings related to interest rate swap
agreements are included in interest expense. The ineffective portion of the gain
or loss on a derivative is recognized in earnings within other income or
expense. There was no significant hedge ineffectiveness for the existing
derivative instruments for the six months ended June 29, 2001.

In June 2001, the FASB issued SFAS 141 "Business Combinations". SFAS 141
addresses financial accounting and reporting for business combinations and
supercedes Accounting Principles Board Opinion No. 16, "Business Combinations"
and Statement of Financial Accounting Standards No. 38 "Accounting for
Preacquisition Contingencies of Purchased Enterprises". All business
combinations in the scope of SFAS 141 are to be accounted for under the purchase
method. SFAS 141 is effective June 30, 2001. Artesyn does not expect the
adoption of SFAS 141 to have an impact on its financial position, results of
operations or cash flows.

In June 2001, the FASB also issued SFAS 142. SFAS 142 addresses financial
accounting and reporting for intangible assets acquired individually or with a
group of other assets (but not those acquired in a business combination) at
acquisition. SFAS 142 also addresses financial accounting and reporting for
goodwill and other intangible assets subsequent to their acquisition. With the
adoption of SFAS 142, goodwill is no longer subject to amortization. Rather,
goodwill will be subject to at least an annual assessment for impairment by
applying a fair-value based test. The impairment loss is the amount, if any, by
which the implied fair value of goodwill is less than the carrying or book
value. SFAS 142 is effective for fiscal years beginning after December 15, 2001.
Impairment loss for goodwill arising from the initial application of SFAS 142 is
to be reported as resulting from a change in accounting principle. Artesyn has
not yet assessed the impact of adopting SFAS 142.

                                       19
<PAGE>

Item 3. Quantitative and Qualitative Disclosures 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. As of June 29, 2001, Artesyn had no outstanding
foreign currency forward exchange contracts.

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.

Forward Looking Statements

Certain statements in this Form 10-Q constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
are based on Artesyn's current expectations with respect to future sales,
operating efficiencies, research and development expenditures, growth, working
capital needs, liquidity, gross margins, and inventory. Such statements involve
risks and uncertainties which may cause actual results to differ materially from
those set forth in these forward-looking statements. Factors that might affect
such forward-looking statements include, among others, general economic
conditions, growth and changes in the power supply and communications
industries, changes in customer mix, competitive factors and pricing pressures,
changes in product mix, the timely development and acceptance of new products,
the availability of components used in the manufacture of products, the ability
to attract and retain customers including new OEM communications customers, the
ability to attract and retain personnel, inventory risks due to shifts in market
demand, changes in absorption of manufacturing overhead, the ability to secure
adequate financial accommodations, domestic and foreign regulatory approvals and
other risks described in Artesyn's various reports filed with the SEC. Any
forward looking statement included in this Form 10-Q are made as of the date
hereof, based on information available to Artesyn as of the date hereof, and
Artesyn assumes no obligation to update any forward-looking statements.

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<PAGE>

                           PART II. OTHER INFORMATION

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

    (a)  Artesyn held its Annual Meeting of Shareholders on May 2, 2001

    (c)  The following matters were voted upon at the Annual Meeting of
         Shareholders:

         1.  The election of the nominees for Directors for a term to expire at
             the Annual Meeting of Shareholders to be held in 2002, was voted on
             by the shareholders. The nominees, all of whom were elected, were
             Edward S. Croft III, Fred C. Lee, Lawrence J. Matthews, Joseph M.
             O'Donnell, Stephen A. Ollendorf, Phillip A. O'Reilly, Bert Sager,
             A. Eugene Sapp Jr., Ronald D. Schmidt, Lewis Solomon, and John M.
             Steel. The Inspectors of Election certified the following vote
             tabulations.

                                                   For             Withheld
                                             ---------------    --------------
                  Edward S. Croft III            33,545,893           241,004
                  Fred C. Lee                    33,613,526           173,371
                  Lawrence J. Matthews           33,588,756           198,141
                  Joseph M. O'Donnell            33,516,379           270,518
                  Stephen A. Ollendorf           33,424,387           362,510
                  Phillip A. O'Reilly            33,525,384           261,513
                  Bert Sager                     33,517,224           269,673
                  A. Eugene Sapp, Jr.            33,596,797           190,100
                  Ronald D. Schmidt              33,614,031           172,866
                  Lewis Solomon                  32,696,500         1,090,397
                  John M. Steel                  33,616,779           170,118

         2.  A proposal to approve and adopt an amendment to Artesyn's Articles
             of Incorporation to provide for the classification of the Board of
             Directors into three classes. The results of the vote on this
             proposal dictated that the terms to be served by all directors
             elected in the previous proposal would remain one year.

                            For              Against           Abstain
                            ---              -------           -------
                         12,734,876         15,441,693         119,496

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

(b)  Reports on Form 8-K

     During the quarter ended June 29, 2001, Artesyn filed the following current
reports on Form 8-K:

             a)  On June 6, 2001, Artesyn announced additional guidelines for
                 shareholders concerning its 2001 operational results. (Report
                 dated June 6, 2001)

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<PAGE>

                                   SIGNATURE
                                   ---------

Pursuant to the requirements 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)


DATE: August 9, 2001                          BY: /s/ Richard J. Thompson
                                                  ----------------------------
                                                  Richard J. Thompson
                                                  Vice President Finance
                                                  Chief Financial Officer

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