23071--3/13/2006--ARTESYN_TECHNOLOGIES

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Risks Associated with Our Pending Merger with Emerson Failure to complete the merger with Emerson could materially and adversely affect our results of operations and our stock price. Obtaining required approvals and satisfying closing conditions relating to the merger or other developments may delay or prevent completion of the merger. Customer, supplier, distributor and partner uncertainty about the merger or general effects of the merger on our customer, supplier, distributor and partner relationships may have an adverse effect on our operating results, whether or not the merger is completed. Diversion of management attention to the merger and employee uncertainty regarding the merger could adversely affect our business, financial condition and operating results. If the merger is not consummated, we may need to make significant changes in our operations or corporate structure. A class action lawsuit that seeks to prevent the merger has been filed. Risks Associated with Our Business Our future profitability depends on our ability to successfully develop and market our products in a volatile, competitive industry characterized by rapidly changing prices, technologies and customer demand. Price erosion due to competition could have a material effect on our profitability. We face risks by having most of our manufacturing capacity concentrated in our China facility. We face risks associated with outsourcing the manufacturing of our products. We rely on significant relationships with a small number of customers and the loss of any of those customers or significant reductions in their purchases of our products could adversely affect our revenue and operating results. If demand for our products were to increase, we could face production capacity constraints. We face risks associated with the sale of our products in foreign locations. Our future profitability may be adversely affected by a disruption in our supply chain. With an asset-based credit facility, we face risks associated with fluctuating credit availability. The provisions of our credit agreement could affect our ability to enter into certain transactions. Market consolidation could create companies that are larger and have greater resources than us. We face, and might in the future face, intellectual property infringement claims that might be costly to resolve. Our future success could depend on the protection of our intellectual property; costs associated with enforcing our intellectual property rights could adversely affect our operating results. Our future profitability may be adversely affected by a change in governmental regulation. We rely on certain key personnel and a loss of such personnel could adversely affect our business. Increased leverage as a result of the issuance of our convertible debt may harm our financial condition and results of operations.

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23071--3/13/2006--ARTESYN_TECHNOLOGIES_INC