-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AK+RhpZm0TqGqWocjo0Lw2SAf2VjJolIUYouSj4PKjDOrAe2LtT/hLvZkOUUswUt wH/hTz10L46VRRrfOLOdiw== 0000912057-02-012687.txt : 20020415 0000912057-02-012687.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-012687 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER ONE INC CENTRAL INDEX KEY: 0001042825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 770420182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29454 FILM NUMBER: 02594809 BUSINESS ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059878741 MAIL ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 10-K 1 a2074544z10-k.htm FORM 10-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001

Commission File No. 0-29454

POWER-ONE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)		77-0420182 (I.R.S. Employer Identification No.)
740 Calle Plano Camarillo, California (Address of principal executive offices)		93012 (Zip code)

Registrant's telephone number, including area code (805) 987-8741

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
(Title of 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 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 / /

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. o

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 15, 2002 was approximately $381 million. As of March 15, 2002, 79,041,597 shares of the Registrant's $0.001 par value common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A and relating to our 2002 annual meeting of stockholders are incorporated by reference into Part III.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Submission of Matters to a Vote of Security Holders	18
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	19
Item 6.	Selected Financial Data	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	36
PART III
Item 10.	Directors and Executive Officers of the Company	36
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management	37
Item 13.	Certain Relationships and Related Transactions	37
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	37
Signatures		38
Index to Financial Statements		F-1
Financial Statement Schedule		S-1
Index to Exhibits		S-2

Unless the context indicates otherwise, all references herein to "Power-One," "the Company," "we," "us," and "our" refer collectively to Power-One, Inc. and its subsidiaries.

This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that can be identified by the use of forward-looking terminology such as "may," "will," "believe," "should," "expect," "anticipate," "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. We caution that the matters set forth under "Risk Factors," constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from those in such forward-looking statements.

PART I

ITEM 1—BUSINESS

Overview

We are a leading designer and manufacturer of power conversion products. We develop these products primarily for the communications infrastructure market, whose growth was fueled by the proliferation of Internet usage and the convergence of voice, data and video applications. Our products are used to convert and process electrical energy to the high levels of quality, reliability and precise levels of direct current required by the digital economy. With more than 2,500 products, we have one of the most comprehensive product lines in the power conversion industry, and are one of only a few companies that can power virtually every segment of a communications infrastructure network.

Our products include:

•: AC/DC power supplies that power communications and networking equipment, as well as industrial, automatic/semiconductor test, transportation, medical and other electronic equipment;
•: DC/DC high-density converters that are used to control power on communications printed circuit boards; and
•: DC power systems that are used by communications and Internet service providers.

We design our products primarily for the higher-end communications infrastructure market, rather than for use in personal computers, mobile phones or other consumer products.

AC/DC power supplies convert alternating current from a primary power source, such as a wall outlet, into a precisely controlled direct current. Virtually every electronic device that plugs into an AC wall outlet requires some type of AC/DC power supply. DC/DC power supplies modify an existing DC voltage level to other DC voltage levels to meet the power needs of various subsystems and components within electronic equipment. DC power systems are external systems used to power large communications infrastructure equipment.

We design our power conversion products primarily to meet the needs of manufacturers of communications infrastructure equipment. For these manufacturers, a fluctuation of power measured in milliseconds can cause severe damage to sensitive systems, causing data loss, file corruption and significantly reduced productivity. We design our products to take low-quality power from the electrical grid and purify it to meet the higher quality demanded by digital communications networks, providing significantly greater protection against power disturbances, such as fluctuations and outages. In addition, our products' compact design is critical to our customers, who need to minimize the space allocated to power conversion products in order to maximize the space available for other components. We continually strive to stay ahead of the technology curve to develop innovative products that meet and exceed our customers needs.

While approximately 54% of our sales were to our top 25 customers in 2001, we sell our products to over 10,000 customers worldwide. According to Micro-Tech Consultants, the total power conversion market is currently estimated to be $17.4 billion and is projected to grow to $21.3 billion by 2006. Our largest customer in 2001 was Cisco Systems, which accounted for 15.2% of our sales in 2001 and 25.3% of our sales in 2000. Approximately 83% of our 2001 sales to Cisco occurred during the first quarter. Our other communications infrastructure customers include Alcatel, Juniper Networks, Extreme Networks, Motorola, Lucent, Nokia, Nortel and Ericsson. Key customers in other industries include Agilent, Coherent Laser, Lockheed Martin, Siemens and Teradyne.

Industry Background

The power conversion industry is highly fragmented and diverse. Sales of power conversion products are generally divided into two broad markets: those sold to third-party customers and those sold to other divisions within the manufacturer's own company. Per Micro-Tech Consultants, at the end of 2001 there were over 1,000 power conversion companies worldwide, including about 250 in North America, of which more than 50% had revenues of less than $10 million. We were one of only eight power conversion companies in the world that had sales to third parties greater than $360 million in 2001.

The communications industry experienced rapid change in recent years through 2000 as deregulation and privatization fueled competition and fostered the entry of new competitors. In addition, advances in technology have allowed communications service providers to offer a more varied range of services. In particular, increasing Internet usage, the emerging demand for broadband services and the increasing demand for wireless services contributed to the growth of the communications industry. Because these technological advances required significantly greater and more reliable power, the demand for power conversion products also grew. In 2001, however, there was an unprecedented downturn in the communications infrastructure industry, which negatively affected our 2001 performance. This downturn has been characterized by delayed network deployments due to excess capacity by service providers and a significant inventory correction. However, longer term, we believe the following key trends will continue to drive demand for power conversion products:

Increasing Amounts of Power Required by the Communications Infrastructure Industry. With the advent of the Internet, wireless communications, broadband and other new technologies, recent years witnessed unprecedented growth in the volume of information being transmitted around the world at any given moment. This increase in data quantity required the construction of large-scale, sophisticated fiber optic and server-based networks. At the present time, however, many networks are overbuilt and we do not foresee significant bandwidth expansion for the next two years. Longer term, however, as the communications infrastructure industry needs to process greater amounts of data, it in turn demands continual increases in power. Industry sources project that the amount of power required by communications infrastructure equipment will grow significantly faster than the demand for power generated by traditional users of power.

Increasing Demand for High Reliability Power. The nature of power demanded by the digital economy is significantly different from the power provided by the electric utility grid. The electric utility grid supplies acceptable power quality, or power that is free from surges, spikes, or sags, 99.9% of the time, resulting in the equivalent of nine hours per year of interrupted, or unavailable, power. These nine hours of downtime often occur in many isolated interruptions of very short duration. In traditional industries, a brief interruption of power only interrupts operations for the time that the power is actually unavailable. For a modern communications network, however, even a minor power disturbance or brief interruption could cause computers to crash and significantly shorten the life-span of electrical components. A network crash could result in several hours of downtime, including the time necessary for complex microprocessor-based equipment to reboot and regain power. This downtime could lead to significant lost revenue and customer dissatisfaction. To reduce these risks, power conversion products convert this low-quality power to power that is at least 1,000 times as reliable as that provided by the electric utility grid.

Growing Use of Distributed Power Architecture. Traditional power supply architecture uses a single, centralized power converter, which distributes the power through a cable to the various individual components dispersed throughout an entire system. Newer communications systems demand increasing amounts of power for semiconductors located throughout their communications equipment. At the same time, newer generation communications technologies being developed are requiring semiconductors that use lower voltages than previous generation technologies. The traditional

architecture distributes power too inefficiently to accomplish these goals, because as power increases and voltage decreases, the cable thickness would have to be increased to an unacceptable size.

To meet these demands, Distributed Power Architecture, or DPA, uses a front-end converter that converts AC voltage into an intermediate higher-level DC voltage, typically 48 volts, thus allowing a smaller cable to be used within a system to distribute power. DC/DC converters are located throughout the system next to the devices that demand power. These converters reduce the voltage to the precise amount needed at the point it is to be used. Furthermore, DPA helps to diversify the risk within a large communications system. While the failure of a traditional centralized power supply can jeopardize the entire system, the failure of a single DC/DC converter in a DPA system only affects those few individual components that it serves. Finally, because there are many converters within the system, DPA allows for greater flexibility by permitting a part of the system to be reconfigured or upgraded without requiring a major change to the overall system.

Changing Customer Needs. Manufacturers and service providers are facing greater competition to accelerate the time-to-market for their new products, and are increasingly expected to produce newer generations of products in a shorter period of time. As a result, they are more likely to purchase from suppliers who can offer a broad range of standardized power conversion products, rather than highly customized products that take more time to design and manufacture. Manufacturers of communications infrastructure equipment are also focusing more on their core competencies, and therefore increasingly outsourcing the manufacture of power conversion products to more efficient suppliers. Consequently, these customers are moving towards sourcing from the limited number of suppliers who can meet all of these needs.

Our Competitive Advantages

We believe that we have key advantages that have helped us to establish a leading brand for our products. The factors which we believe contribute to this leading branding are as follows:

Broad Product Line. We offer over 2,500 products, in power ranges from one watt to a half-megawatt. Our smaller products are no larger than a matchbox, while our larger DC power systems could fill an entire room. With millions of potential current and voltage configurations, our broad product line offers our customers a one-stop shop opportunity, allowing them to purchase nearly all of their power conversion products from a single supplier. As a result, we are one of the few companies that can power virtually every segment of a communications infrastructure network.

Leading Design and Development Capabilities. There are a limited number of highly-skilled power engineers in the world, and we believe that we have assembled one of the most capable and innovative teams in the industry. In addition to maintaining a high retention rate among our technical staff, we have also added top scientists to our ranks through each of our strategic acquisitions. This pool of engineering talent has allowed us to consistently upgrade to new generations of power conversion products, each of which has outperformed prior products with higher power density and smaller size. It has also allowed us to become a leader in the implementation of DPA technology.

Reputation for Quality and Reliability. We have been in the power conversion industry since 1973. By establishing rigorous internal quality control programs, we believe that we have been able to provide our customers with products that are highly reliable. This is particularly important for manufacturers of communications infrastructure equipment. As a result, we have established a strong customer base that includes many of the largest manufacturers in the communications infrastructure industry. Although power conversion products typically represent only 2% to 5% of the cost of an entire network, their failure can cripple the entire system in which they are installed. Consequently, we believe most customers are not willing to risk buying from an unproven supplier in an effort to cut costs in this area.

Our Strategy: Powering the Communications Infrastructure

Our primary objective is to become the worldwide leader in power conversion equipment for the global communications infrastructure equipment market. To achieve this objective, we plan to do the following:

Expand Product Lines, Including DPA Products. We provide one of the most comprehensive lines of power conversion products, including DPA products, which are increasingly being designed into communications infrastructure equipment. Once a power supply has been designed into a customer's product, it is normally difficult and costly for the customer to change suppliers during that product's life cycle. We intend to continue to pursue an extensive research and development program to continually improve our products' performance and expand the breadth of our product offerings. We also intend to continue to work with our customers to understand their changing future product needs in order to proactively develop leading technology products.

Cross-Sell Products on a Global Basis. We have expanded the geographic reach of our business through a series of strategic acquisitions. We believe we have substantial opportunities to market products developed in one region to customers located in other regions. We intend to capitalize on our increased access to global markets by selling our complete product line to these customers who previously purchased only those products offered by the companies we have acquired.

Continue to Acquire and Invest in Strategic Businesses and Technologies. We plan to selectively acquire and invest in businesses and technologies that can extend our geographic reach, increase the breadth of our product line, enhance the performance of our products, lower our manufacturing costs or expand our customer base in the communications infrastructure equipment market. We believe the fragmentation of the power conversion industry presents opportunities for further consolidation. In addition, we plan to invest aggressively in internal research and development initiatives to create next-generation power conversion products. For example, we continue to invest in advanced technologies for our DC/DC power converter products to enable significantly smaller power converters, higher efficiencies, and better performance in controlling power on communications-oriented printed circuit boards. We have earmarked a significant portion of our overall research and development budget to develop this technology.

Develop Technologies to Enable Alternative Energy Solutions. New energy technologies, such as fuel cell and microturbine power generators and flywheel energy storage systems, may offer advantages over the traditional sources that provide back-up power to the communications infrastructure equipment market. We believe that our power electronics expertise, broad product line and access to and understanding of the communications industry will help to commercialize on new energy technologies and will provide additional markets for our products.

Our Products

The majority of our products are standard and modified standard products that are designed to accelerate customers' time to market, as well as reduce the cost of customers' new product introductions. Power supply products are generally classified as standard, modified standard and custom. Standard products refer to products that are standard to a particular manufacturer, as opposed to an industry standard. Modified standard products are a specific company's standard products modified to fit a particular customer application. Because they have already been designed and manufactured, standard and modified standard products allow end customers to reduce their time-to-market and minimize costs for new product introductions. Custom products are usually designed from scratch to meet the specifications of a unique customer application. Standard and modified standard products tend to have higher margins than custom products, which require significant tool and die costs and four- to six-month lead-times from conception through production. In

addition, users of custom products frequently have high-volume production requirements and typically operate in more price-sensitive industries. We have also developed modular product architectures, which are meant to achieve the flexibility of a custom power supply without the long lead-times and significant tool and die costs.

All of our products are designed to convert, regulate, purify or distribute electrical power for electronic equipment. Our products can be classified into three main groups: AC/DC power supplies, DC/DC converters and DC power systems. These categories can be distinguished based on their location, size, function within the system, primary applications and price range.

AC/DC power supplies

•: are typically embedded within the equipment;
•: range in size from 3" x 5" x 1" to 13" x 15" x 8";
•: convert AC voltage, from a primary power source such as a wall outlet, into DC voltage(s);
•: are used primarily in networking systems, large scale data processors and industrial equipment; and
•: sell for approximately $30 to $1,500 per unit, depending on the level of power they provide.

DC/DC converters

•: are embedded within the equipment, and are mounted directly on the printed circuit boards;
•: range in size from 1" x 2" x ¹/2" to 4" x 6" x ¹/2";
•: modify DC voltage into other levels of DC voltage(s) and are the cornerstone of DPA technology;
•: are used primarily to power communications infrastructure equipment, although their usage is expanding to other markets; and
•: sell for approximately $20 to $75 per unit.

DC power systems

•: are stand-alone units that are external to the equipment;
•: range in size from cabinet-sized racks to large-scale systems that can fill an entire room;
•: convert AC voltage into DC voltage and, together with an array of batteries, provide several hours of additional power capacity in the event of an AC input disturbance;
•: are used primarily to power large communications networks and cellular communications systems; and
•: sell for approximately $2,000 to $250,000 per unit, depending on kilowatt output.

Strategic Acquisitions and Restructuring

We made four strategic acquisitions from August of 1998 through May of 2000. In each of these acquisitions, our objective was to achieve one or more of the following:

•: broaden our product line of power conversion products;
•: expand product offerings to focus on telecommunications customers;
•: expand our customer base to incorporate more high-growth technology leaders; or

•: expand our channels of distribution into new geographic markets.

We anticipate that future acquisitions will also improve our access to low-cost materials and manufacturing environments.

We have structured acquired companies as semi-autonomous business units where appropriate. This allows the division to be responsive to its respective market conditions while also benefiting from the synergies, access to capital and economies of scale associated with being part of a larger company. Some acquired companies and divisions have been or may be combined with other existing divisions.

The following is a summary of the companies we have acquired since our initial public offering in October 1997:

The Melcher Group (operated as our Compact Power Systems division). In August 1998, we acquired the Melcher Group of companies, a leading supplier throughout Europe of DC/DC power supplies for harsh environments. The Melcher Group has manufacturing operations in three European locations and sales and engineering offices in seven European countries. We believe the Melcher acquisition has provided us with a number of benefits, including access to the $4.3 billion European communications infrastructure market and a broader product line to serve this market. Current Melcher customers include Nortel Networks, Alcatel, Televic NV and Siemens.

International Power Devices (operated as part of our Advanced Power Solutions division). In January 1999, we acquired International Power Devices, Inc., or IPD, a leading supplier of high-density DPA DC/DC power supplies distributed primarily in North America. As part of the acquisition, we also acquired IPD's 49% ownership position in Shenzhen SED-IPD International Electronic Device Co., Ltd., a joint venture based in Shenzhen, China. We believe this acquisition has both provided us with a leading-edge technology position in the $3.5 billion market for DPA DC/DC products and laid the groundwork toward establishing a manufacturing presence in Asia. IPD sells over 1,000 models of high-density DC/DC products to leading communications infrastructure equipment manufacturers. Current customers include Cisco Systems, Nortel Networks, Samsung and Alcatel.

HC Power (operated as part of our Energy Solutions division). In February 2000, we acquired California-based HC Power, a leading supplier of DC power systems for telecommunications and Internet service providers, primarily targeting the $1.1 billion North American market for larger telecommunications installations. We believe the acquisition of HC Power has expanded our ability to sell power conversion products directly to telecommunications and Internet service providers, as a complement to our existing communications customer base. Current HC Power customers include Motorola, Teleglobe, Qwest Communications, Cingular Wireless and CEA Telecom.

Powec AS (operated as part of our Energy Solutions division). In May 2000, we acquired Norwegian-based Powec AS. Powec's DC power systems are primarily targeted at the $2.0 billion market for small and medium-sized communications installations in Europe and Asia. We believe that Powec's product line is complementary to that of HC Power, which sells similar products to larger installations. In addition, we believe that Powec's European and Asian sales channels for DC power systems add important geographic reach to our existing North American DC power systems sales channels. Current Powec customers include Nokia, Vodafone, and Ericsson.

Certain structural changes were made to our organization during 2001 as part of a restructuring program. We now have three primary divisions: Advanced Power Solutions ("APS"); Compact Power Systems ("CPS"); and Energy Solutions ("ES"). APS consists of the original Power-One AC/DC business and the board-mounted DC/DC business obtained through our acquisiton of IPD in January 1999. CPS reflects our high-reliability DC/DC product lines obtained through our acquisition of Melcher in August 1998. ES represents the combination of our HC Power and Powec acquisitions in February and May of 2000, respectively.

Customers

We sell our power conversion products to a diversified group of over 10,000 equipment manufacturers. Cisco Systems accounted for 15.2% of net sales in 2001, most of which occurred during the first quarter, and 25.3% of net sales in 2000. Cisco Systems was the only customer to account for more than 10% of our sales in either period.

Our top 25 customers accounted for 54% of net sales in 2001 and 63% of net sales in 2000. Historically, our sales were diversified across many end markets. Our strategy over the last three years has been to increase our sales to the communications infrastructure equipment market. This strategy was implemented primarily due to the suitability of our products for this market and to take advantage of the higher level of growth then being experienced by the communications industry. The following table illustrates the percentage of our net sales in our primary markets:

	Year Ended December 31,
	2001		2000
Communications	72.6	%	70.4	%
Industrial	10.9	%	9.4	%
Transportation	4.1	%	2.1	%
ATE/Semiconductor test equipment	3.6	%	10.0	%
Medical	2.6	%	2.1	%
Other	6.2	%	6.0	%

Total	100.0	%	100.0	%

Sales and Marketing

We market our products through a global sales force. Power-One has nine direct sales offices in Europe, ten in North America, two in Asia, and one in Australia. These direct sales offices are augmented by an extensive network of manufacturers' representatives and distributors. Additionally, we sell products in Asia through our joint venture in Shenzhen, China, as well as through distributors and a direct sales team focused on this region.

Our direct sales force is typically oriented towards customers who have the potential to purchase large volumes of our products, generally $3 million or more on an annual basis. Our direct sales force works closely with our existing and potential customers to determine their long-term technology requirements for power conversion products. This close collaboration positions us to design products that best fit our customers' expected applications. We expect that our direct sales to strategic accounts will increase in the future as we increasingly emphasize sales to these customers.

Research, Development and Engineering

Worldwide we have approximately 300 employees in our research and development departments of which approximately 150 are engineers. We spent approximately $23.5 million in research and development during 2001, $19.2 million during 2000 and $10.8 million during 1999. We have three research centers in the United States, located in Andover, Massachusetts; Camarillo and Costa Mesa, California. In addition, we have research centers in Santo Domingo, Dominican Republic; Drammen, Norway; Uster, Switzerland; and Limerick, Ireland. Our strategy is to establish research centers in areas that are strategically located to serve our customers and in which we have strong access to technical talent. Additionally, we have engineering staff on site in each of our manufacturing facilities.

Manufacturing Process and Quality Control

Production of our products typically entails subassembly of sophisticated printed circuit boards that are in turn combined with structural hardware to produce a final product. In response to market demands for increased quality and reliability, design complexity, and sophisticated technology, we continue to invest in state-of-the-art processes and have automated many electronic assembly and testing processes that we previously performed manually. We have also standardized many of our manufacturing processes and much of our equipment worldwide to increase efficiency and optimize flexibility between facilities.

Our manufacturing processes are designed to rapidly produce a wide variety of quality products at a low cost. The use of surface mount technology, or SMT, permits us to reduce board size by eliminating the need for holes in the printed circuit boards and by allowing us to use smaller components. By the end of 2001, we had an installed base of 19 SMT lines. However, due to the business slowdown in 2001 we have idled nine of our SMT lines and reassigned three SMT lines to support new product development. Our substantial investment in SMT significantly increased our production capacity, and we believe it also improved product quality.

Product quality and responsiveness to our customers' needs are of critical importance in our efforts to compete successfully. We emphasize quality and reliability in both the design and manufacturing of our products. In addition to testing throughout the design and manufacturing process, we test and/or burn-in 100% of all products using automated equipment and customer-approved processes. We also perform an additional out-of-box test or pre-ship audit on randomly selected units before delivery, further ensuring manufacturing quality and integrity.

As their operations expand internationally, our customers increasingly require that their power products meet or exceed established international safety and quality standards. In response to this need, we design and manufacture our power conversion products in accordance with the certification requirements of many international agencies. These agencies include Underwriters Laboratories in the U.S.; the Canadian Standards Association in Canada; Technischer Überwachungs-Verein and Verband Deutscher Electrotechniker in Germany; the British Approval Board for Telecommunications in the United Kingdom; and International Electrotechnical Committee, a European standards organization.

We manufacture and assemble our products primarily at our facilities in the Dominican Republic, Mexico, Norway, Ireland, Switzerland, Puerto Rico, China, Slovakia and California in the United States. All of our facilities are ISO 9000 certified or, in the case of the newest facilities, are in the process of receiving their certification. In our global manufacturing operations, we currently have approximately 700,000 square feet of manufacturing space.

In addition to these facilities, we utilize low-cost contract manufacturing in several locations around the world. Although we currently manufacture most of our own products, we are shifting toward use of contract manufacturers to minimize costs and capital requirements where appropriate. While the decision to use contract manufactures will depend on a number of factors, including customer needs, we expect that the overall trend will continue toward the increased use of contract manufacturers in the future.

Suppliers

We maintain a network of suppliers for components and other materials used in the manufacture of our power conversion products. We typically design products using components readily available from several sources and attempt to minimize our use of components that we can obtain through only one source. We procure components based upon our enterprise resource planning system and use a combination of forecasts, customer purchase orders and formal purchase agreements to create our

materials requirements plan. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

We occasionally use components or other materials for which a single supplier is the only source of supply. We seek to establish long-term relationships with suppliers. We have a number of volume purchase agreements, which typically have 12- to 18-month terms, with certain suppliers of key items. This practice enables us to maintain a more constant source for required supplies, reduce inventory expenses and produce substantial cost savings through volume purchase discounts.

Backlog

We generally sell our products pursuant to purchase orders rather than long-term contracts. Backlog consists of purchase orders on-hand having delivery dates scheduled within the next six months. Customers may cancel or reschedule most deliveries without penalty. Our backlog has historically been a reliable indicator of future financial results; however, backlog may not be as reliable an indicator in the future as customers switch more orders to just-in-time deliveries. Since the beginning of 2001 our backlog has decreased substantially. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

Competition

The power conversion industry is highly fragmented and characterized by intense competition. As of December 2001, there were estimated to be over 1,000 power conversion product manufacturers worldwide, including over 250 participating in North America, of which more than 50% of those in North America had annual revenues of less than $10 million. No single company dominates the overall market, and our competitors vary depending upon the specific type of products they produce. We believe that the principal bases of competition in our targeted markets are breadth of product line, quality, reliability, technical knowledge, flexibility, readily available products and competitive prices. Our competition includes companies located throughout the world, including Artesyn Technologies, Delta Electronics and divisions of Emerson Electric and Tyco International.

Intellectual Property Matters

We regard certain equipment, processes, information and knowledge that we have developed and use to design and manufacture our products as proprietary. We rely on a combination of patent, trade secret and other intellectual property laws, confidentiality agreements executed by most of our employees and other measures to protect our proprietary rights. We currently hold 39 patents, many of which are protected by corresponding foreign patents in selected jurisdictions. Additional U.S. and foreign patent applications are pending. We hold three U.S. registered trademarks with additional applications pending, and claim common law trademark rights to certain additional marks.

Employees

At December 31, 2001, we employed 2,507 employees at our facilities in the following functions:

Function		Number of Employees
Manufacturing		1,744
Engineering		293
General and administrative		231
Sales and marketing		164
Quality assurance		75

Total		2,507

We believe that our continued success depends, in part, on our ability to attract and retain qualified personnel. We consider our relations with our employees to be good. None of our employees is represented by a union.

RISK FACTORS

Growth in the communications infrastructure industry has recently slowed, which coupled with significant general economic turmoil and uncertainty has caused a reduction in demand for our products; if these trends continue, our operating results may continue to be materially adversely affected.

Our sales to the communications infrastructure industry increased from 25% of our total sales in 1998 to 73% for the year ended December 31, 2001. The downturn in the industry in 2001, as well as overall uncertainties in the world economy, has caused some of our customers, including our largest customers, to cancel or reschedule orders for our products. As a result of rescheduling and the reduction in bookings, our sales for 2002 are currently anticipated to be lower than in 2001. A continuation of this slowdown may have the effect of further reducing our future revenue below our current projections. Growth in recent years in the communications industry was being driven primarily by the expansion of Internet, broadband and wireless networks. During 2001 these industries suffered a significant downturn. Our future revenue growth depends in large part on the resumed growth of these services as widely used media for commerce and communication. If the communications infrastructure industry does not resume its growth, it could have a material adverse effect on our operating results.

Cancellations, reductions or delays in purchases could cause our quarterly results to fluctuate.

We do not obtain long-term purchase orders or commitments from our customers and customers may generally cancel, reduce or postpone orders without penalty. Cancellations, reductions and delays in orders since the beginning of 2001 have substantially reduced, and could continue to reduce, our backlog. Such cancellations, reductions or delays could continue to adversely affect our net sales, gross profit and operating results, especially if we are unable to replace such orders. Our expense levels are based, in part, on expected future revenues and are relatively fixed once set. Our expectations for net sales beyond 90 days are based partially on our own estimate of future demand rather than on firm customer orders. Because a substantial portion of our quarterly net sales is made in the last month of a quarter, we are limited in our ability to reduce expenses quickly if for any reason net sales do not meet our expectations in a particular period. Therefore, fluctuations in net sales, particularly if customers cancel, postpone or delay orders or sales or if sales fail to meet our expectations, may adversely impact our operating results.

Fluctuations in customer needs may also affect our mix of products and volume of orders, which in turn affect our gross margin and operating results. High-volume orders, especially orders which require modification of our standard products, if cancelled, may substantially increase the risk of inventory obsolescence and write-offs due to excess capacity.

The implementation of recent cost containment initiatives by management has resulted in substantial one-time costs that may not be balanced by the benefits of those initiatives.

Since the end of 2000, the communications infrastructure industry has experienced a rapid slowdown, resulting in cancellations and rescheduling of orders by many of our largest customers. This trend caused our backlog to decrease significantly in 2001. With excess production capacity and a decline in orders, management initiated various cost containment measures to mitigate the negative effect of these trends. While these initiatives were intended ultimately to reduce costs in an effort to offset slackening demand, their implementation resulted in substantial one-time costs that may not be offset by future cost reductions.

We rely on a few major customers for a material portion of our business and the loss of any of those customers could reduce our net income and operating results.

A few customers account for a material portion of our net sales each year. Cisco Systems represented 15.2% of our net sales during 2001 and 25.3% during 2000. Approximately 83% of 2001

sales to Cisco Systems occurred during the first quarter. For 2001 and 2000, our top 10 customers accounted for approximately 45% and 42% of our net sales, respectively. If we lose any of these customers or if any of them reduces or cancels a significant order, our net sales and operating results could decrease significantly.

Failure to anticipate trends in the type of power conversion products our customers will demand may adversely affect our business.

Because we have many customers in the communications industry, the factors and economic trends that affect these companies also affect our business. The communications industry has experienced rapid change in recent years. With advances in technology, communications service providers offer a more varied range of services. In particular, increasing Internet usage, the emerging demand for broadband services and the increasing demand for wireless services have contributed to the growth of the communications industry. Because these technological advances have required significantly greater and more reliable power, the demand for newer generation power conversion products has also grown. To respond to the needs of our customers in the communications industry, we must continuously develop new and more advanced products at lower prices. We are making significant investments in next generation technologies related to our DC/DC business, but there can be no assurance that the technology will be successful. Our inability to properly assess developments in the communications industry or to anticipate the needs of our customers could cause us to lose some or all of these customers, prevent us from obtaining new customers, or cause us to record substantial write-offs for investments we're making in new technologies.

We have significant excess inventory, and our inability to use this inventory may have a material adverse effect on our operating results.

As a result of aggressive purchasing and the commitment of the Company during late 2000 and into early 2001 in certain circumstances to long-term, high volume, non-cancelable purchase arrangements in anticipation of then-expected continued growth and component shortages, we now currently have excess inventory for certain components. We have written down inventory in amounts deemed appropriate given current forecasts and expectations. However, our customers have experienced similar inventory increases for their respective products and components. As such, there is a further risk of inventory obsolescence for selected components held in our inventory. We have been pursuing efforts to cancel, reschedule, and resell excess inventory. Our success in these efforts is dependent primarily on contractual terms, the quality of our relationships with selected suppliers, and overall absorption of certain components by the electronics/communications industry as a whole. Our inability to reduce and/or consume current inventory may have a material adverse effect on our operating results.

We currently have excess manufacturing capacity, and face increasing pressure from competitors using lower cost manufacturing alternatives. Our inability to lower manufacturing costs may have a material adverse effect on our operating results.

In response to and in anticipation of our growth in 1999 and 2000, we made significant investments in manufacturing facilities and capital equipment. The economic slowdown and business declines experienced in 2001 compelled us to close and consolidate several of our manufacturing facilities. Recent changes in manufacturing cost structures, including increased availability of lower-cost third party contract manufacturers, coupled with pricing pressures as noted in the preceding paragraph, and the closures and reductions of company-owned manufacturing facilities, have resulted in relocation of production to alternate company and/or third party manufacturing locations. We expect to continue to migrate manufacturing toward third party manufacturers. We may encounter difficulties transitioning manufacturing locations. Problems associated with such transitions may result in delays of shipments to customers, cancellations of delayed shipments, diversion of management attention, increases in

inventory levels due to inability to consume inventory as planned, increases in quality issues, increases in warranty returns, and an inability to achieve anticipated manufacturing cost reductions. Any of the foregoing could have a material adverse effect on our business and results of operations.

Price erosion may have a material adverse effect on our margins and profitability.

The power supply manufacturing industry is generally characterized by intense competition. We believe that the principal bases of competition in our targeted markets are breadth of product line, quality, reliability, stability and reputation of the provider, technical knowledge, flexibility and readily available products. We believe that price becomes a more important competitive factor when competition increases, when an economic downturn occurs or when we negotiate high volume orders. We have seen an increase in pricing pressure from some of our key customers during 2001 and have factored additional price erosion into our forecast for 2002. Downward pressure resulting from recent economic trends could have a material adverse effect on our operating results.

Implementation of our Oracle ERP system has caused and may continue to cause operational inefficiencies during the conversion process.

We have converted our California, Mexico and Dominican Republic facilities to a new Oracle ERP system. We are in the process of converting all of our other facilities to this system. The conversion process is complicated and requires, among other things, that data from our existing computer systems be made Oracle-compatible and that our employees be trained for the Oracle ERP system. As a result of switching to the Oracle ERP at our California, Mexico and Dominican Republic plants, we experienced delays in the ordering of materials, inventory-tracking problems and other inefficiencies that delayed shipments of products to customers. Resolution of those problems in some cases required manual data entry and processing, which increased manpower needs and reduced our efficiency. Implementation of Oracle at our other manufacturing locations may cause similar or other difficulties. Delays in shipping products to customers may lead to customer dissatisfaction and result in cancellations of orders, which could have a material adverse effect on our operating results.

We face, and might in the future face, intellectual property infringement claims that might be costly to resolve.

We have from time to time received, and may in the future receive, communications from third parties asserting patent or other intellectual property rights which are alleged to cover our products. Such claims have resulted in litigation in the past, and may result in litigation in the future. If we do not prevail in any such litigation, our business may be adversely affected.

In addition, our industry is characterized by uncertain and conflicting intellectual property claims and vigorous protection and pursuit of intellectual property rights or positions, which have on occasion resulted in significant and often protracted and expensive litigation. We cannot assure you that intellectual property claims will not be made against us in the future or that we will not be prohibited from using our technologies subject to any such claims or that we will not be required to obtain licenses and make corresponding royalty payments. In addition, the necessary management attention to, and legal costs associated with, litigation could have a significant adverse effect on operating results.

We are subject to risks associated with future acquisitions and joint ventures.

We intend to continue to pursue acquisitions of businesses, products and technologies, or enter into joint venture arrangements, that could complement or expand our business. The negotiation of potential acquisitions or joint ventures as well as the integration of an acquired business, product or technology could require us to incur significant costs and cause diversion of management's time and resources. Future acquisitions by us could result in the following consequences:

•: dilutive issuances of equity securities;

•: incurrence of debt and contingent liabilities;
•: impairment of goodwill and other intangibles;
•: research and development write-offs; and
•: other acquisition-related expenses.

We may also encounter difficulties in integrating acquired assets with our operations. Furthermore, we may not realize the benefits we anticipate when entering into these transactions. In addition, after we have completed an acquisition, our management must be able to assume significantly greater responsibilities, and this in turn may cause them to divert their attention from our existing operations. Any of the foregoing could have a material adverse effect on our business and results of operations.

Our success depends on our ability to retain our senior management and to attract and retain key technical personnel.

If we lose one or more members of our senior management, or if we cannot attract and retain qualified management or highly technical personnel, our operating results could be adversely affected. Our capacity to develop and implement new technologies depends on our ability to employ personnel with highly technical skills. Competition for such qualified technical personnel is intense due to the relatively limited number of power supply engineers worldwide. We believe that this supply will remain constrained because of the limited number of engineering students concentrating on power conversion.

Much of our business is subject to risks associated with operations in foreign countries.

Many of our operations are located outside of the United States and consequently are vulnerable to:

•: imposition of tariffs, quotas, taxes and other market barriers;
•: restrictions on the export or import of technology;
•: greater difficulty in accounts receivable collection and longer collection periods;
•: inconsistent regulations and unexpected changes in legislation or regulatory requirements;
•: political and economic instability;
•: work stoppages and difficulties in staffing and managing international operations; and
•: fluctuations in the value of the U.S. dollar relative to foreign currencies.

Historically, we have not hedged against any currency exchange rate risks. The occurrence of any of these factors may adversely affect our operating results.

Any failure to protect our intellectual property could have a material adverse effect on our business; costs associated with enforcing our rights could adversely affect our results.

We rely upon a combination of patents, trademarks, contractual provisions and trade secret laws to protect our proprietary rights in certain of our products. Our competitors may, however, misappropriate our technology or independently develop technologies that are as good as, or better than, ours. Additionally, the laws of some foreign countries do not protect our proprietary rights as much as U.S. laws do. We currently own patents and may apply for additional patents, but the U.S. Patent and Trademark Office may reject some or all of our patent applications. The patents that the U.S. government issues to us may not provide us with a competitive advantage or create a sufficiently broad claim to protect the technology that we develop. Furthermore, our competitors may challenge or circumvent our patents, and some of our patents may be invalidated. Litigation may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the

validity of and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Litigation could result in substantial costs and diversion of resources and could have a significant adverse effect on operating results.

Our stock price fluctuates as a result of the conduct of our business and stock market fluctuations.

The market price of our common stock has experienced significant fluctuations and may continue to fluctuate significantly. The market price of our common stock may be significantly affected by a variety of factors, including:

•: statements or changes in opinions, ratings or earnings estimates or buy/sell recommendations made by brokerage firms or industry analysts relating to the market in which we do business or relating to us specifically;
•: the announcement of new products or product enhancements by us, our competitors or our customers;
•: technological innovations by us or our competitors;
•: quarterly variations in our results of operations, which are tied to industries which we serve; and
•: the operating and stock price performance of comparable companies.

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on market prices for many high technology companies such as us. These fluctuations are often unrelated to the operating performance of the specific companies. Such fluctuations may adversely affect the market price of our common stock.

Our charter contains provisions that may hinder or prevent a change in control of our company.

Certain provisions of our Certificate of Incorporation could make it difficult for a third party to obtain control of us, even if such a change in control would benefit our stockholders. We have a staggered Board of Directors, which means that our stockholders can only elect approximately one third of the board at each annual meeting of stockholders. Stockholders must inform our corporate secretary before a stockholders' meeting of any business they wish to discuss and any directors they wish to nominate. Our Certificate of Incorporation also requires approval of 75% of our voting stock to amend certain provisions. Our Board of Directors can issue preferred stock without stockholder approval. Stockholder rights could be adversely affected by the rights of holders of preferred stock that we issue in the future. Finally, we have a stockholder rights plan that allows our stockholders to purchase preferred stock at a reduced price if certain parties attempt to acquire a substantial interest in us without the approval of our Board of Directors. Any one of the provisions discussed above could discourage third parties from obtaining control of us. Such provisions may also impede a transaction in which our stockholders could receive a premium over then-current market prices and our stockholders' ability to approve transactions that they consider in their best interests.

ITEM 2—PROPERTIES

The table below lists our principal manufacturing and research and development (R&D) facilities.

Location	Approximate Size (square feet)	Employees	Primary Activity
Santo Domingo, Dominican Republic	160,900	864	Manufacturing and Assembly, Warehousing
Orange County, California	156,500	168	Administration, R&D, Manufacturing, Warehousing, Marketing and Sales
San Luis, Mexico	121,000	534	Administration, Manufacturing and Assembly, Warehousing
Drammen, Norway	108,000	159	Administration, R&D, Manufacturing, Warehousing, Marketing and Sales
Camarillo, California	98,000	180	Administration, R&D, Small-Volume Manufacturing, Warehousing, Marketing and Sales
Boston and Andover, Massachusetts	123,000	81	Administration, R&D, Warehousing, Marketing and Sales
Uster, Switzerland	53,000	117	Administration, R&D, Manufacturing, Warehousing, Marketing and Sales
Isabela, Puerto Rico	46,000	28	Administration, Sub-Assembly
Dubnica Nad Vahom, Slovakia	36,000	231	Manufacturing and Assembly
Limerick, Ireland	35,000	34	R&D, Small-Volume Manufacturing
Shenzen, China	11,000	11	Manufacturing and Assembly, Warehousing, Marketing and Sales

We believe that these facilities are more than adequate for our current and anticipated near term operating needs. We own our facilities in Mexico, Boston, Slovakia, Norway and one 29,000 square foot facility in Uster, Switzerland included in the facilities listed above. We lease the remainder of our facilities pursuant to lease agreements with expiration dates through 2011 in North America and 2009 in Europe. We believe that we will be able to renew these leases on similar terms upon expiration. If we cannot renew, we believe that we could find other suitable premises without any material adverse impact on our operations.

ITEM 3—LEGAL PROCEEDINGS

The Company is involved in certain claims and legal proceedings, including one patent dispute, that arise in the normal course of business. Management does not believe that the outcome of any of the claims or legal proceedings in which the Company is currently involved will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

Complaint seeks certain injunctive relief and compensatory damages. Power-One has filed its Answer and Counterclaim in response to the Complaint. Power-One has denied all infringement and all claims by Vicor for entitlement to damages or other relief. The Company continues to vigorously defend the matter, to deny all infringement, and to aggressively refute Vicor's projections of potential recoverable damages. Further proceedings are pending.

As part of its defense of the current patent dispute, the Company has asked for indemnification and reimbursement from escrow accounts which were created as part of the acquisitions of Melcher AG and International Power Devices, Inc. Management believes that a substantial portion of the costs of defense, and/or ultimate award (if any) the Company may pay in this patent case will be reimbursed from amounts held in escrow.

ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

EXECUTIVE OFFICERS

Set forth below is certain information concerning our executive officers.

Name	Age(1)	Position
Steven J. Goldman	44	Chief Executive Officer and Chairman of the Board
William T. Yeates	41	President and Chief Operating Officer
Eddie K. Schnopp	43	Senior Vice President—Finance and Chief Financial Officer
Dennis R. Roark	55	Executive Vice President and Chief Technology Officer
Randall H. Holliday	52	Secretary and General Counsel
Brad W. Godfrey	42	Senior Vice President—Global Operations
David J. Hage	55	President—Advanced Power Solutions division

(1): As of March 31, 2002

Steven J. Goldman. Mr. Goldman, who joined us in 1982, became our President and Chief Executive Officer in 1990 and was named Chairman of the Board in February 1997. From 1990 to January 2000, Mr. Goldman also served as our President. He received his B.S. degree in Electrical Engineering from the University of Bridgeport and his M.B.A. degree from Pepperdine University's Executive program. Mr. Goldman is a contributing member and Co-Membership Chairman of the San Fernando Valley Chapter of the Young President's Organization.

William T. Yeates. Mr. Yeates joined us in January 2000 as President and Chief Operating Officer. Before joining us, Mr. Yeates held various positions of increasing responsibility at Lucent Technologies, including Vice President and General Manager of the Titania Power Division. He received his B.S. degree in Electrical Engineering and his M.B.A degree in Finance from Louisiana Tech University.

Eddie K. Schnopp. Mr. Schnopp, who joined us in 1981, was appointed Vice President of Finance and Logistics in 1993 and Secretary and Chief Financial Officer in 1995. He was appointed Senior Vice President, Finance and Chief Financial Officer in February 1999. From February 1999 to January 2001, Mr. Schnopp also served as our Secretary. He received his B.S. degree in Accounting from California State University Northridge.

Dennis R. Roark. Mr. Roark, who joined us in 1988, was appointed Executive Vice President in 1990. He was appointed Chief Technology Officer in February 1999. Before joining us, Mr. Roark co-owned and managed California D.C. Power Supplies, Inc., a designer and manufacturer of power supplies. He received his B.S. degree in Engineering from California Polytechnic University-Pomona.

Randall H. Holliday. Mr. Holliday joined us in 2000 as General Counsel, and was appointed Secretary in 2001. Before joining us, Mr. Holliday served as Secretary and General Counsel of Xircom, Inc. He has held a variety of in-house legal positions in diverse industries since 1981. Mr. Holliday received his J.D. degree in 1974 from Florida State University, Tallahassee, FL.

Brad W. Godfrey. Mr. Godfrey joined Power-One in 1988. During his tenure with Power-One, he has held a variety of positions, including management of our Puerto Rican subsidiary. In 1997, Mr. Godfrey became Senior Vice President, Manufacturing. Effective in 2001, Mr. Godfrey was appointed Senior Vice President of Global Operations. Mr. Godfrey attended British Columbia Institute of Technology.

David J. Hage. Mr. Hage was appointed Vice President of Sales and Marketing when he joined us in 1993. He was appointed Senior Vice President, Sales and Marketing in February 1999. In December 1999, he was appointed President of our Advanced Power Solutions Division. Before joining us, Mr. Hage was the Executive Vice President of Power Convertibles Corporation, a subsidiary of Burr/Brown, Inc. His previous experience includes Marketing Manager of International Electric Utility, Field Systems Support Manager at Honeywell, and Director of Marketing Systems and Director of Marketing Planning at SGS-Thomson Semiconductors. Mr. Hage received his B.S. degree in Electrical Engineering from Northern Arizona University and his M.B.A. degree from Arizona State University.

Our officers serve at the discretion of the Board.

PART II

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

Our Common Stock is listed on the National Market System of the National Association of Securities Dealers Automated Quotation ("NASDAQ") System and is traded under the symbol "PWER." The following table sets forth, for the quarterly periods indicated, the range of high and low closing sale prices for the Common Stock as reported by NASDAQ since January 1, 2000.

	Year Ended December 31,
	2001		2000
	High	Low	High	Low
First Quarter	49.80	14.49	22.92	11.17
Second Quarter	26.80	12.25	58.19	19.75
Third Quarter	16.59	5.57	87.02	53.06
Fourth Quarter	12.30	5.77	87.38	34.88

The number of holders of record of our Common Stock as of March 15, 2002 was 252.

ITEM 6—SELECTED FINANCIAL DATA

In the table below, we provide you with selected consolidated historical financial and operating data. We have prepared this information using audited financial statements for the fiscal years ended December 31, 2001, 2000, 1999, 1998 and 1997. When you read this selected historical consolidated financial and operating data, it is important that you read along with it the section titled "Management's Discussion and Analysis of Financial Condition and Operating Results" included elsewhere in this Annual Report. Historical results are not necessarily indicative of future results.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

		Fiscal Year Ended December 31,(1)
		2001(6)			2000(4)(5)			1999(3)			1998(2)			1997
		(In thousands, except share and per share amounts and percentages)
STATEMENT OF OPERATIONS DATA:
	Net sales	$	363,727		$	510,955		$	237,157		$	119,451		$	109,221
	Cost of goods sold		357,930			311,945			142,818			74,954			66,344

	Gross profit		5,797			199,010			94,339			44,497			42,877
	Selling, general and administrative expense		72,617			80,464			43,210			22,951			17,532
	Engineering and quality assurance expense		39,077			36,603			21,508			10,682			8,540
	Amortization of intangibles		19,079			11,363			6,212			2,625			2,029
	Restructuring charge		25,074			—			—			—			—
	Asset impairment		33,772			—			—			—			—
	In-process research and development		—			—			3,300			—			—

	Total expense		189,619			128,430			74,230			36,258			28,101

	Income (loss) from operations		(183,822	)		70,580			20,109			8,239			14,776
	Interest income		3,817			3,304			807			1,397			365
	Interest expense		(2,497	)		(6,446	)		(3,211	)		(898	)		(3,297	)
	Other income (expense), net		(4,350	)		(1,052	)		307			(632	)		(26	)

	Income (loss) before provision (benefit) for income taxes		(186,852	)		66,386			18,012			8,106			11,818
	Provision (benefit) for income taxes(6)		(949	)		22,495			6,458			2,310			3,535

	Net income (loss)		(185,903	)		43,891			11,554			5,796			8,283
	Preferred stock accretion and dividends		—			—			—			—			1,514

	Net income (loss) attributable to common stockholders	$	(185,903	)	$	43,891		$	11,554		$	5,796		$	6,769

	Basic earnings (loss) per common share	$	(2.36	)	$	.59		$	.19		$	.10		$	.17
	Basic weighted average shares outstanding		78,759			73,957			60,597			56,613			40,344
	Diluted earnings (loss) per common share	$	(2.36	)	$	.56		$	.18		$	.10		$	.16
	Diluted weighted average shares outstanding		78,759			77,871			62,469			57,363			41,163
SELECTED OPERATING DATA:
	Gross profit margin		1.6	%		38.9	%		39.8	%		37.3	%		39.3	%
	EBITDA(7)	$	23,172		$	112,761		$	39,300		$	17,771		$	19,377
	EBITDA margin		6.4	%		22.1	%		16.6	%		14.9	%		17.7	%
	Depreciation and amortization	$	36,500		$	24,190		$	14,626		$	6,605		$	4,312
	Capital expenditures	$	30,539		$	52,165		$	27,856		$	11,768		$	5,492
	Backlog(8)	$	40,267		$	255,010		$	66,938		$	29,095		$	38,932
	Cash flows provided by (used in):
	Operating activities	$	(697	)	$	(78,285	)		(1,493	)		23,751			8,439
	Investing activities	$	(37,008	)	$	(164,126	)		(57,730	)		(53,155	)		(5,556	)
	Financing activities	$	(19,440	)	$	315,457			112,443			7,632			27,527

		At December 31,(1)
		2001		2000(4)(5)		1999(3)		1998(2)		1997
BALANCE SHEET DATA:
	Working capital	$	216,521	$	376,824	$	126,280	$	35,604	$	66,266
	Total assets		520,235		782,317		295,104		160,170		120,334
	Total long-term debt(9)		9,191		12,600		9,120		10,904		415
	Total debt(10)		10,586		21,879		16,699		26,084		2,342
	Total stockholders' equity		450,203		633,728		237,231		112,361		104,296

(1): Our fiscal year is the 52- or 53-week period ending on the Sunday nearest to December 31. For clarity of presentation we have described year-ends presented as if the year ended on December 31. As such, the years ended December 31, 2001, 2000, 1998 and 1997 represent 52-week years and the year ended December 31, 1999 represents a 53-week year.

(2): On August 31, 1998, we acquired Melcher. We accounted for the acquisition using the purchase method of accounting. The year ended December 31, 1998 includes a non-recurring expense of $2.3 million related to the purchase of Melcher, which consists of an inventory fair market value write-up of $2.9 million, which increased cost of goods sold expense, and a related income tax benefit of $.6 million.
(3): On January 29, 1999, we purchased IPD. We accounted for the acquisition using the purchase method of accounting. The year ended December 31, 1999 includes non-recurring items related to the IPD acquisition totaling $4.4 million, which consist of the following: inventory fair market value write-up of $.8 million, which increased cost of goods sold expense; in-process research and development charge of $3.3 million and write-off of $1.0 million technology and license agreement; and related income tax benefit of $.7 million.
(4): On February 29 2000, we acquired HC Power in a stock-for-stock transaction. The merger was accounted for as a pooling of interests. Accordingly, all prior period consolidated financial information presented has been restated to give retroactive effect to the merger. The year ended December 31, 2000 includes non-recurring items related to the merger totaling $10.1 million, which consist of the following: stock compensation charge of $13.3 million for HC Power stock bonus agreements that vested on the date of the merger; payroll taxes related to the stock compensation charge of $.2 million; acquisition costs of $2.4 million; related income tax benefit of $5.4 million; and $.4 million income tax benefit recorded upon HC Power's conversion from an S-Corp to a C-Corp.
(5): On May 16, 2000, we purchased Powec. We accounted for the acquisition using the purchase method of accounting. The year ended December 31, 2000 includes non-recurring items related to the Powec acquisition totaling $1.6 million, which consists of the following: inventory fair market value write-up of $2.0 million, which increased cost of goods sold expense; write-off of $.2 million loan fees since a new credit agreement was necessary to finance the acquisition; and related income tax benefit of $.6 million.
(6): The year ended December 31, 2001 includes pre-tax non-recurring items which consist of the following: restructuring charge of $25.1 million, asset impairment charge of $33.8 million, inventory charge of $110.3 million, technology write-off of $7.5 million, write-off of capitalized bank fees of $1.1 million, a $58.8 million deferred tax valuation allowance and $1.3 million in stock compensation charges primarily related to the employer match of our 2001 Deferred Compensation Plan.
(7): EBITDA, which we calculate as income (loss) from operations before depreciation, amortization, stock compensation charges and non-recurring items (see footnotes 2 through 6 above), is a supplemental financial measurement used by us in the evaluation of our business and by many analysts in our industry. Stock compensation charges were $1.3 million, $13.3 million, $513 thousand, $27 thousand and $289 thousand for the years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively. However, EBITDA should only be read in conjunction with all of our financial data summarized above and our financial statements prepared in accordance with generally accepted accounting principles and incorporated herein by reference. EBITDA should not be construed as an alternative either to income (loss) from operations as an indicator of our operating performance or to cash flows from operating activities as a measure of our liquidity, as determined in accordance with generally accepted accounting principles, and may be calculated in a manner different from other companies.
(8): Consists of purchase orders on-hand having delivery dates scheduled within the following six months.
(9): Includes current and long-term portions of long-term debt and capital leases.
(10): Includes items in footnote (9) and short-term debt.

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

Forward-Looking Statements

Certain statements contained in this Management's Discussion and Analysis (MD&A), including, without limitation, statements containing the words "may," "will," "should," "anticipate," "believe," and similar expressions constitute "forward-looking statements." Persons reading this MD&A should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks described in the Risk Factors sections and elsewhere in this filing. The following discussion should be read in conjunction with our financial statements and the related notes.

Overview

We are a leading designer and manufacturer of more than 2,500 high-quality brand name power supplies. We sell our products both to original equipment manufacturers ("OEMs"), distributors and service providers who value quality, reliability, technology and service. We have more than 10,000 customers in the communications, industrial, transportation, automatic/semiconductor test equipment, medical equipment and other electronic equipment industries.

We were founded in 1973 as a manufacturer of AC/DC power supplies and until 1981 operated solely from our Camarillo, California facility. During the 1980s, we established additional operations in Puerto Rico and Mexico to take advantage of certain labor, manufacturing and, in Puerto Rico, tax efficiencies. Between 1994 and 1996, we moved most of our Puerto Rico manufacturing operations to the Dominican Republic to capitalize on certain labor benefits. In September 1995, Stephens Group, Inc., an affiliate of Stephens Inc., and our management purchased Power-One from its previous owners and formulated a more aggressive growth strategy, which included a plan to grow through acquisitions.

In August 1998, we increased our international presence and our product offerings by acquiring Melcher for $53 million, including debt assumed. In January 1999, we further broadened our DC/DC product offerings by acquiring International Power Devices, Inc. ("IPD") for $32 million, including certain capitalized lease obligations and other indebtedness of IPD. We paid additional earnout consideration of $13 million to the former owners of IPD in the second quarter of 2000. In February 2000, we acquired HC Power for 6,363,621 shares of our common stock, and in May 2000 we acquired Powec for $74.5 million in cash, including $2.5 million of transaction costs, and 428,070 shares of our common stock. In the second quarter of 2001, we paid $7.0 million in cash and stock as additional consideration to the former shareholders of Powec for achieving 2000 operating performance targets. We expect to pay approximately $100 thousand to certain former shareholders of Powec during the second quarter of 2002 for 2001 operating performance. We may pay an additional $3.3 million in total earnout to certain stockholders of Powec and its subsidiaries in various installments through 2004 if certain operating goals are achieved in 2002 and 2003.

All references herein to us and to operating data for 1998 include four months of Melcher's operations. For 1999, financial results are consolidated to include both Melcher and, for 11 months, IPD. The year ended December 31, 2000 includes eight months of Powec's operations. All periods have been restated to give retroactive effect to the acquisition of HC Power, which was accounted for as a pooling of interests.

As part of our restructuring program, certain structural changes were made to our organization during 2001. We now have three primary divisions: Advanced Power Solutions ("APS"); Compact Power Systems ("CPS"); and Energy Solutions ("ES"). APS consists of the original Power-One AC/DC business and the board-mounted DC/DC business obtained through our acquisiton of IPD in January 1999. CPS reflects our high-reliability DC/DC product lines obtained through our acquisition of Melcher in August 1998. ES represents the combination of our HC Power and Powec acquisitions.

Critical Accounting Policies

Application of our accounting policies require management to make judgments and estimates about the amounts reflected in the financial statements. Management uses historical experience and all available information to make these estimates and judgments, although differing amounts could be reported if there are changes in the assumptions and estimates. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory allowances, restructuring costs, impairment costs and other special charges, depreciation and amortization, sales returns, warranty costs, taxes, and contingencies. Management has identified the following accounting policies as critical to an understanding of our financial statements and as areas most dependent on management's judgement and estimates.

Accounts Receivable and Allowance for Doubtful Accounts—The Allowance for Doubtful Accounts Reserve is established by analyzing each account that has a balance over 90 days past due. Each account is individually assigned a probability of collection. The total amount determined to be uncollectible in the 90-days-past-due category is then reserved fully. The percentage of this reserve to the 90-days-past-due total is then established as a guideline and applied to the rest of the non-current accounts receivable balance. When other circumstances suggest that a receivable may not be collectible, it is immediately reserved for, even if the receivable is not yet in the 90-days-past-due category.

Inventories—Our inventories are stated at the lower of cost (first-in, first-out method, or average costing method) or market. Slow moving and obsolete inventory are written down quarterly. To establish the reserve, we compare the current on-hand quantities with both the projected usages for a two-year period and the actual usage over the past 12 months. On-hand quantities greater than projected usage are extended at the standard unit cost. The engineering and purchasing departments review the initial list of slow-moving and obsolete items. The engineering and purchasing groups identify items that have alternative uses in new or existing products. These items are excluded from the analysis. The total amount of slow-moving and obsolete inventory is then fully reserved. Additionally, non-cancelable open purchase orders for parts we are contracted to purchase where demand has been reduced may be reserved. Reserves for open purchase orders where the market price is lower than the purchase order price have also been established.

Impairment of Long-Lived Assets—We continually review the recoverability of the carrying value of long-lived assets using the methodology prescribed in Statement of Financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." We also review long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon such an occurrence, recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows to which the assets relate, to the carrying amount. If the asset is determined to be unable to recover its carrying value, then intangible assets, if any, are written down first, followed by the other long-lived assets to fair value. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending on the nature of the assets.

Restructuring Costs—We record restructuring charges in accordance with Emerging Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." Restructuring costs relate to the downsizing of the our operations and primarily consist of specific charges that we have and will incur with no future economic benefit. These charges include costs related to personnel severance, continuing lease obligations for vacant facilities and write-off of leasehold improvements and equipment therein, certain contract termination penalties, and other shutdown costs.

Deferred Tax Asset Valuation Allowance—We record a deferred tax asset in jurisdictions where we generates a loss for income tax purposes. Due to volatility in the industry within which the we operate, we may record a valuation allowance against these deferred tax assets in accordance with SFAS 109,

"Accounting for Income Taxes," when, in management's judgment, the deferred tax assets may not be realized in the foreseeable future.

Revenue Recognition—We generally recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or readily determinable, and collectibility is probable. Sales are recorded net of sales returns, discounts and warranty costs. We provide for estimated warranty costs based on historical warranty repair experience and current sales volume. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB 101), which provides additional guidance in applying accounting principles generally accepted in the United States of America to revenue recognition in financial statements. We have adopted the provisions of SAB 101 and believe that the impact of adoption on our revenue recognition policy is not material.

New Pronouncements—In July 2001, the Financial Accounting Standards Board issued SFAS 141, "Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets." They also issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" in October 2001.

SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for under the purchase method. SFAS 141 supersedes APB Opinion No. 16, Business Combinations, and Statement of Financial Accounting Standards No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises, and is effective for all business combinations initiated after June 30, 2001.

SFAS 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under the new rules, we are no longer required to amortize goodwill and other intangible assets with indefinite lives, but will be subject to periodic testing for impairment. SFAS 142 supersedes APB Opinion No. 17, Intangible Assets. Effective January 1, 2002, we will adopt SFAS 142 and are evaluating the effect that such adoption may have on our consolidated results of operations and financial position. However, we expect that a substantial amount of our intangible assets will no longer be amortized. During 2001 we recorded approximately $19.1 million in amortization expense, of which $4.8 million related to the write-off of a technology license. With the adoption of SFAS 142, we expect amortization of intangibles expense will be in the range of $6 million to $7 million in 2002.

SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS 144 superseded SFAS 121, and APB Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001, with early adoption permitted, and in general are to be applied prospectively. We plan to adopt SFAS 144 effective January 1, 2002 and do not expect that the adoption will have a material impact on our consolidated results of operations and financial position.

Results of Operations

The years ended December 31, 2001 and 2000 represent 52-week years and the year ended December 31, 1999 represents a 53-week year. The following table represents our consolidated statements of operations as a percentage of net sales for the periods presented:

	Fiscal Year Ended December 31,
	2001		2000		1999
Net sales	100.0	%	100.0	%	100.0	%
Cost of goods sold	98.4		61.1		60.2

Gross profit	1.6		38.9		39.8
Selling, general and administrative expense	20.0		15.7		18.2
Engineering and quality assurance expense	10.8		7.2		9.1
Amortization of intangibles	5.2		2.2		2.6
Restructuring costs	6.9		—		—
Asset impairment	9.3		—		—
In-process research and development	—		—		1.4

Income (loss) from operations	(50.6	)	13.8		8.5
Interest income	1.1		.7		.3
Interest expense	(0.7	)	(1.3	)	(1.3	)
Other income (expense), net	(1.2	)	(.2	)	.1

Income (loss) before provision (benefit) for income taxes	(51.4	)	13.0		7.6
Provision (benefit) for income taxes	(0.3	)	4.4		2.7

Net income (loss)	(51.1	)%	8.6	%	4.9	%

Comparison of Fiscal Year Ended December 31, 2001 with Fiscal Year Ended December 31, 2000

Net Sales. Net sales decreased $147.2 million, or 28.8%, to $363.7 million for 2001 from $511.0 million in 2000. The decrease in net sales was attributable to significantly weaker demand across all product lines, particularly those related to the telecom sector. Fiscal year 2001 was characterized by an unprecedented downturn in the communications infrastructure marketplace. The primary factors which caused the rapid decline in the communications industry were sharply reduced capital equipment spending by both service providers and original equipment manufacturers; excess network capacity and decreased access to capital by telecom service providers; excess inventories of finished goods and components by original equipment manufacturers; and a significant slowdown in the dot.com industry. The main contributors to the decrease in net sales were weakened demand for our board-mounted DC/DC converters ("bricks"), embedded AC/DC power supplies and telecom power systems. A significant portion of this year's sales is attributable to the relatively stronger demand for bricks and telecom systems during the first three months of 2001, which at that time continued to benefit from our strong order backlog. Our net sales during the first quarter of 2001 were $169.9 million, or 46.7% of total sales for the year.

Net sales to OEMs were $250.2 million, or 68.8% of net sales, compared to $388.1 million, or 76.0% of net sales in 2000. Sales to Cisco Systems were 15.2% of net sales in 2001. Approximately 83% of sales to Cisco Systems occurred during the first quarter of 2001. Cisco Systems was the only customer to exceed 10% of net sales in 2001 and 2000. Net sales through distributors were $68.6 million, or 18.9% of net sales in 2001, compared with $81.7 million, or 16.0% of net sales, in 2000. Net sales to service providers were $44.9 million, or 12.3% of net sales in 2001, compared with $41.1 million, or 8.0% of net sales, in 2000.

Net sales by markets for the years ended December 31, 2001 and 2000 were as follows:

	Year Ended December 31,
	2001		2000
Communications	72.6	%	70.4	%
Industrial	10.9	%	9.4	%
Transportation	4.1	%	2.1	%
ATE/Semiconductor test equipment	3.6	%	10.0	%
Medical	2.6	%	2.1	%
Other	6.2	%	6.0	%

Total	100.0	%	100.0	%

Our combined 180-day backlog on December 31, 2001 was $40.3 million, a decrease of 84.2% compared to backlog of $255.0 million on December 31, 2000. The decrease in backlog was driven primarily by significant order cancellations and order rescheduling by many of our communications infrastructure customers, as well as by a decrease in bookings.

Gross Profit. Gross profit decreased $193.2 million, or 97.1%, to $5.8 million for the year ended December 30, 2001 from gross profit of $199.0 million in 2000. As a percentage of net sales, gross profit decreased to 1.6% in 2001 from 38.9% in 2000. The decrease is primarily due to the inventory charges discussed below as well as lower shipment volumes and related manufacturing overhead. During 2001, we also sold $638 thousand of inventory that had been written off as part of the inventory charge discussed below, which resulted in a benefit to our gross margin of less than 0.2%.

Gross profit for 2001 includes an inventory charge of $110.3 million taken in the second and third quarters of 2001. During the second and third quarters of 2001, prices of certain inventory components began decreasing as the market became saturated with these types of components, at which time we secured lower contract prices on these components. In accordance with our accounting policy, we revalued our inventory on-hand as well as inventory that we were required to take delivery of at greater than market prices to the lower of cost or market. This analysis resulted in an inventory charge of $51.2 million. At the same time, we continued to receive shipments of inventory components that would not be sold in the foreseeable future. Therefore, we analyzed our entire inventory to determine what was excess and obsolete with significant input from the engineering staff. This analysis was conducted by part number and resulted in a $56.1 million charge for excess and obsolete inventory. Lastly, during 2001 we recorded a charge of $3.0 million in gross profit for costs associated with discontinued products.

Gross profit in 2000 included approximately $2.0 million of purchase accounting adjustments related to the Powec acquisition in May 2000, which adversely impacted the gross profit margin. Excluding the inventory charges and the $638 thousand of sales with no cost basis described above in 2001 and the purchase accounting adjustments in 2000, gross profit margin would have been approximately 31.8% in 2001 compared to 39.3% in 2000.

Selling, General and Administrative Expense. Selling, general and administrative expense decreased $7.8 million, or 9.8%, to $72.6 million for 2001 compared with $80.5 million for 2000. As a percentage of net sales, selling, general and administrative expense increased to 20.0% for 2001 from 15.7% in 2000.

Selling expense decreased $6.4 million, or 17.5%, to $30.4 million for 2001 from $36.8 million in 2000. This decrease was primarily due to lower commissions as a result of the overall decline in sales, and was partially offset by higher employee costs as well as twelve months of selling expense for Powec in 2001 versus eight months of selling expense in 2000.

General and administrative expense decreased $1.4 million, or 3.2%, to $42.3 million for 2001 from $43.7 million in 2000. General and administrative expense in 2000 includes $8.7 million in stock compensation charges related to HCP bonus agreements that vested on the date of acquisition, as well as $2.4 million of HCP acquisition costs. Excluding these charges related to HCP, general and administrative expenses increased primarily due to higher employee costs and professional fees, as well as twelve months of general and administrative expenses contributed by Powec in 2001 compared to eight months of general and administrative expense in 2000.

Engineering and Quality Assurance Expense. Engineering and quality assurance expense increased $2.5 million, or 6.8% to $39.1 million for 2001 from $36.6 million in 2000. As a percentage of net sales, engineering and quality assurance expense increased to 10.8% for 2001 compared with 7.2% in 2000. Engineering expenses in 2000 included a $4.6 million stock compensation charge related to HCP stock bonus agreements that vested on the date of acquisition. Excluding this charge, engineering and quality assurance expenses would have been 6.2% of sales. The increase in engineering and quality assurance expenses is primarily due to significantly higher employee costs and product development expenditures due to expanded research and development efforts. Additionally, Powec contributed twelve months of engineering and quality assurance expenses in 2001 compared to eight months of expense in 2000.

Amortization of Intangibles. Amortization of intangibles increased $7.7 million, or 67.9%, to $19.1 million for 2001 from $11.4 million in 2000. The increase in amortization expense was primarily attributable to two factors: a $4.8 million write-off of a technology license held by us, as well as twelve months of amortization expense in 2001 related to intangibles recorded for the acquisition of Powec, versus eight months of amortization expense related to Powec in 2000. During 2001, we reviewed our technology investments in light of current market conditions. The result was a $7.5 million charge to write-off technology investments, of which $4.8 million affected intangibles. Additionally, in 2001 we paid $7.0 million in cash and stock to the former stockholders of Powec as earnout consideration for 2000 operating performance. This was capitalized as additional goodwill on the balance sheet, which resulted in additional amortization expense in 2001. Amortization of goodwill and certain other intangible assets with an indefinite life will cease upon the adoption of SFAS 142 on January 1, 2002.

Restructuring Charge. During 2001, we announced a restructuring program in response to macro- economic and capital spending issues affecting the communications industry. We recorded a pre-tax restructuring charge of $25.1 million in accordance with EITF 94-3, which is classified as an operating expense on the income statement. The restructuring program included a worldwide workforce reduction, consolidation of excess facilities and write-off of obsolete equipment therein, contract termination charges, and other shutdown costs. The restructuring charge is comprised of the following (in millions):

		Restructuring Costs December 31, 2001
Worldwide workforce reduction		$	11.0
Facilities closures			7.4
Obsolete equipment write-off			3.1
Contract termination costs			3.4
Other shutdown costs			0.2

	Total	$	25.1

The $11.0 million restructuring charge for workforce reduction is related to approximately 4,650 positions identified for elimination, of which approximately 3,900 were manufacturing positions located in the Dominican Republic and Mexico. Of the remaining positions identified for elimination, approximately 575 were located in the United States and the balance of approximately 175 were located at our other overseas locations, primarily in Europe. As of December 31, 2001, approximately 4,620 employees have been released. We expect that the remaining positions will be eliminated during the first quarter of 2002. In connection with these reductions, approximately $9.6 million of severance and related benefits have been paid and applied against the accrual. The remaining severance and related benefits are expected to be paid during the first quarter of 2002. Since these costs only represent specific employee terminations identified as of December 31, 2001, further charges may be necessary in future periods if additional terminations are identified.

The $7.4 million charge for facilities closures is related to office space and facilities that will be vacated with no future economic benefit. This charge includes the write-off of existing leasehold improvements as well as payments for continuing lease obligations. Cash payments will be made through the remaining terms of the leases, the longest of which extends to 2005. As of December 31, 2001, approximately $2.8 million has been paid and applied against the accrual for facilities closures. The facilities being vacated are located in Irvine, California; Boston, Massachusetts; Andover, Massachusetts; Round Rock, Texas; Mexico; Ireland; Switzerland; and other smaller offices in Europe. In connection with these closures, we recorded a charge of approximately $3.1 million for obsolete equipment at these locations. As of December 31, 2001, $2.0 million has been disposed of and applied against the accrual for obsolete equipment.

The provision for contract termination costs of $3.4 million is primarily related to cancellation charges incurred to release us from certain purchase obligations to a significant supplier. Under the terms of the cancellation agreements, no future delivery of products or services will be made to us. Cash payments made in relation to this provision were $3.3 million as of December 31, 2001.

A summary of the restructuring costs and activity during the year is as follows (in millions):

		Total Restructuring Costs		Paid and Applied Against Reserve		Restructuring Liabilities at December 31, 2001
Worldwide workforce reduction		$	11.0	$	9.6	$	1.4
Facilities closures			7.4		2.8		4.6
Obsolete equipment write-off			3.1		2.0		1.1
Contract termination costs			3.4		3.3		0.1
Other shutdown costs			0.2		0		0.2

	Total	$	25.1	$	17.7	$	7.4

Asset Impairment. Due to the decline in business conditions in 2001, we performed impairment reviews in accordance with SFAS 121 to determine whether any of our assets were impaired.

During the second and third quarters of 2001, we determined that the downturn in the communications infrastructure industry was more severe than previously forecast. Accordingly, we decided to remove what was becoming excess manufacturing equipment from production and put it into storage indefinitely, and to delay installation of new manufacturing equipment that had been recently delivered. This equipment was written down to fair value, resulting in a pre-tax impairment charge of $14.4 million during 2001.

During the fourth quarter of 2001, we recognized a pre-tax impairment charge of $19.4 million related to certain intangible assets that were acquired in past business combinations, primarily goodwill associated with the purchase of a product line from Eldec in 2000, and the Melcher trade name

acquired in 1998. We decided to discontinue the older product line that was acquired from Eldec as part of the Powec acquisition and to transition those customers into other, newer product lines. Accordingly, the net book value of the goodwill associated with the acquisition of the Eldec product line, or $11.0 million, was written off completely. We also decided to replace the Melcher trade name with the Power-One trade name worldwide, and completed the transition to the Power-One trade name in 2001. Accordingly, since the Melcher trade name was no longer being used, its net book value of $7.5 million was written off completely. The balance of other intangible items written off were related to assembled workforces acquired in previous business combinations that were laid off as part of our 2001 restructuring program.

Income (Loss) from Operations. As a result of the items described above, income (loss) from operations decreased to a loss of $183.8 million for 2001 from operating income of $70.6 million in 2000.

Interest Income (Expense), Net. We recorded net interest income of $1.3 million in 2001, compared with net interest expense of $3.1 million in 2000. The interest income in 2001 is primarily related to interest income earned on our cash and cash equivalent balances, which was raised from the sale of our common stock in November 2000. Net interest expense for the 2000 was primarily related to borrowings from our revolving bank credit facility, part of which was used to finance the acquisition of Powec in May 2000, as well as for capital expenditures to increase our manufacturing capacity.

Other Income (Expense), Net. Net other expense increased $3.3 million to $4.4 million for 2001 from $1.1 million in 2000. Included in 2000 is a $242 thousand write-off of capitalized financing costs. The increase in net other expense is primarily attributable to a $2.7 million write-off of technology investments and the $1.1 million write-off of capitalized financing costs related to our credit facility. During 2001 we reviewed our technology investments in light of current market conditions. While some of the technology was promising, there could be no assurance that the investments made would be recovered in the future. The result was a $7.5 million write-off of technology investments, of which $2.7 million affected other expense. The investment written off was in the form of a note receivable. Also during 2001, we terminated our revolving credit facility and wrote off the $1.1 million balance of capitalized financing costs. Other components of other income and expense primarily relate to net gains and losses recorded on foreign currency transactions at our international locations.

Provision (Benefit) for Income Taxes. The benefit for income taxes was $949 thousand for 2001, compared with a provision for income taxes of $22.5 million in 2000. The effective tax rate in 2000 was approximately 34%. During 2001 we recorded significant deferred tax assets associated with the restructuring, impairment and inventory charges recognized during the year. However, due to continued growth in our accumulated deficit and the volatility in the communications infrastructure industry, we believed that the conservative approach under the guidance of SFAS 109 was to establish a valuation allowance against these deferred tax assets. As such, we recorded a $58.8 million deferred tax asset valuation allowance. The net result on the income statement was an income tax benefit of less than 1% for 2001.

Comparison of Fiscal Year Ended December 31, 2000 with Fiscal Year Ended December 31, 1999

Net Sales. Net sales increased $273.8 million, or 115.5%, to $511.0 million for 2000 from $237.2 million for 1999. The increase in net sales was attributable to increased shipments across all product lines. The main contributors to the increase in net sales were DC/DC power supplies which resulted primarily from strong growth in unit shipments of our advanced line of high-density board-mounted DC/DC converters to the communications market, telecom power systems, of which $57.8 million was contributed from Powec, and AC/DC power supplies, primarily due to strong sales into the automatic/semiconductor test equipment market which was still going through a recovery stage during the first half of 1999.

Net sales to OEMs in 2000 were $388.1 million, or 76.0% of net sales, an increase of $205.1 million, or 112.1%, from 1999, when net sales to OEMs represented $183.0 million, or 77.2% of net sales. Net sales to Cisco represented 25.3% of net sales in 2000. Cisco was the only customer to exceed 10% of net sales in 2000. Net sales through distributors in 2000 were $81.7 million, or 16.0% of net sales, compared with $46.3 million, or 19.5% in 1999. Net sales to service providers for 2000 were $41.1 million, or 8.0% of net sales, compared with $7.9 million, or 3.3% of net sales in 1999. The slight decrease in our percentage of net sales to OEMs was due to a shift in our customer base toward service providers primarily as a result of the Powec acquisition. The decrease in our percentage of net sales through distributors was due to the customer base of our acquired companies, (IPD, HC Power and Powec), each of which either made a larger proportion of its sales to OEMs or to service providers.

Net sales by markets for the year ended December 31, 2000 and 1999 were as follows:

	Year Ended December 31,
	2000		1999
Communications	70.4	%	52.3	%
Industrial	9.4	%	18.3	%
Transportation	2.1	%	5.8	%
ATE/Semiconductor test equipment	10.0	%	9.1	%
Medical	2.1	%	4.8	%
Other	6.0	%	9.7	%

Total	100.0	%	100.0	%

Our backlog on December 31, 2000 was $255.0 million, an increase of $188.1 million, or 281.0%, compared to backlog of $66.9 million on December 31, 1999. Powec contributed approximately $10 million to our backlog on December 31, 2000. The significant increase in backlog was driven primarily by strong demand from our communications customers for our high-density DC/DC converters, as well as growth from the automatic/semiconductor test equipment market.

Gross Profit. Gross profit increased $104.7 million, or 111.0%, to $199.0 million for 2000 from $94.3 million for 1999. As a percentage of net sales, gross profit decreased to 38.9% for 2000 from 39.8% for 1999. Gross profit for the comparable periods included inventory write-up related purchase accounting adjustments due to the Powec acquisition in May 2000 and the IPD acquisition in January 1999 of approximately $2.0 million and approximately $800 thousand, respectively, which negatively impacted each year's gross profit margin. Excluding these adjustments, gross profit margins would have been 39.3% for 2000 and 40.1% for 1999. On this basis, the slightly lower profit margin in 2000 compared to 1999 was primarily due to the negative impact of significantly higher material costs due to tight allocations for certain components as a result of component shortages that affected our industry, as well as the generally lower overall gross margins experienced by our newly acquired Powec division. Our overall gross margin decrease was mitigated by the increase in net sales which allowed us to better leverage our fixed manufacturing expenses, as well as the transfer of certain high-density DC/DC product manufacturing from our Boston, Massachusetts facility to our lower cost manufacturing facility in Mexico.

Selling, General and Administrative Expense. Selling, general and administrative expense increased $37.3 million, or 86.2%, to $80.5 million for 2000 from $43.2 million for 1999. As a percentage of net sales, selling, general and administrative expense decreased to 15.7% for 2000 from 18.2% for 1999.

Selling expenses increased $11.8 million primarily due to higher employee costs and an increase in sales commissions due to the increase in sales volume, as well as approximately $4.5 million in selling expenses contributed by Powec.

General and administrative expense increased $25.4 million, which was primarily attributable to an $8.7 million stock compensation charge due to HC Power stock bonus agreements that vested on the date of acquisition, $2.4 million in HC Power acquisition costs, approximately $2.3 million in administrative expenses contributed by Powec, with the remainder of the increase due to higher employee costs, professional fees, general office expense, and depreciation expense related to our Oracle ERP system and other capital expenditures.

Engineering and Quality Assurance Expense. Engineering and quality assurance expense increased $15.1 million or 70.2%, to $36.6 million for 2000 from $21.5 million for 1999. As a percentage of net sales, engineering and quality assurance expense decreased to 7.2% for 2000 from 9.1% for 1999. The increased expense is primarily due to a $4.6 million stock compensation charge due to HC Power stock bonus agreements that vested on the date of acquisition and approximately $1.6 million in expenses contributed by Powec. The remainder of the increase is due to higher employee costs, which are directly attributable to our commitment to research and development in support of our future growth.

Amortization of Intangibles. Amortization of intangibles increased $5.2 million, or 82.9%, to $11.4 million for 2000 from $6.2 million for 1999. Included in 1999 was a $1.0 million charge taken to write off the unamortized balance of the intangible asset value of a technology and license agreement related to substantially similar product technology acquired as a result of the IPD acquisition. Excluding this charge, amortization of intangibles increased $6.2 million, or 118.0%, to $11.4 million for 2000 from $5.2 million for 1999. The $6.2 million increase was primarily attributable to $5.2 million for eight months of amortization expense related to the intangibles recorded for the acquisitions of Powec and a telecommunications product line from Eldec Corporation. The remainder of the increase was primarily due to an increase in amortization related to intangibles recorded for the acquisition of IPD since a $13.0 million earn out was paid to IPD's former owners in the second quarter of 2000.

In-Process Research and Development. As a result of the IPD acquisition, we recorded a one-time charge of $3.3 million in the first quarter of 1999 for purchased in-process technology that had not reached technological feasibility and had no alternative future use.

Income from Operations. As a result of the items above, income from operations increased $50.5 million, or 251.0%, to $70.6 million for 2000 from $20.1 million for 1999.

Interest Income. Interest income increased $2.5 million, or 309.4%, to $3.3 million for 2000 from $807 thousand for 1999. In September 1999 and November 2000, we issued additional shares of our common stock and used the proceeds to pay off the majority of our outstanding credit facilities at the time. A portion of the proceeds from the 1999 sale of stock, prior to the acquisition of Powec in May 2000, and a portion of the proceeds from the 2000 sale of stock were invested in short-term interest-bearing financial instruments, resulting in the increase in interest income from 1999 to 2000.

Interest Expense. Interest expense increased $3.2 million, or 100.7%, to $6.4 million for 2000 from $3.2 million for 1999. The increase was primarily due to advances under our credit facilities to finance the Powec acquisition in May 2000, as well as capital expenditures to support our manufacturing facilities. This increase was partially offset by the repayment of the majority of our outstanding balance on our credit facility with Union Bank of California, N.A., using the proceeds from the sale of our common stock in November 2000.

Other Income (Expense), Net. Other income (expense), net, decreased $1.4 million to $1.1 million expense for 2000 from $307 thousand of income for 1999. The increased expense is primarily attributable to losses recorded on foreign currency transactions at our international locations and a

$242 thousand write-off of bank fees related to our $65 million line of credit which was terminated in the second quarter of 2000 and replaced with a $200 million line of credit with another financial institution. The new line of credit was primarily utilized to finance the acquisition of Powec in May 2000.

Provision for Income Taxes. The provision for income taxes was $22.5 million for 2000 compared to $6.5 million for 1999. The income tax expense for 2000 includes a non-recurring benefit of $366 thousand related to net deferred tax assets recorded upon HC Power's conversion from an S-corporation to a C-corporation. The pre-tax income for 1999 includes the $3.3 million charge for in-process research and development and $1.6 million amortization of goodwill related to the IPD acquisition, both of which were nondeductible for tax purposes. Excluding these items, the effective tax rate would have been approximately 34.3% for 2000 compared to 31.1% for 1999. The higher tax rate in 2000 compared to 1999 is primarily due to a greater proportion of taxable income earned in higher tax rate jurisdictions and $2.5 million of nondeductible goodwill amortization expense related to the acquisition of Powec which resulted in a higher effective tax rate.

Liquidity and Capital Resources

Our cash and cash equivalents balance decreased $57.4 million, or 41.9%, to $79.7 million at December 31, 2001 from $137.1 million at December 31, 2000. The decrease was primarily due to the following uses of cash: $43.3 million for the repayment of borrowings and bank overdrafts, $30.5 million for capital expenditures and $6.3 million for the earnout paid to Powec's former stockholders. These uses of cash were partially offset by cash provided by credit facilities of $19.1 million.

Excluding $13.6 million of cash payments relating to our restructuring program, cash provided by operating activities would have been $12.9 million compared to the $697 thousand used in operating activities. Cash used in operating activities also included significant decreases in receivables of $62.3 million and accounts payable of $51.8 million, while inventories, excluding the $110.3 million inventory charge, increased $11.7 million.

The $30.5 million to acquire property and equipment included approximately $8.5 million to acquire surface-mount technology (SMT) equipment, $13.1 million for other manufacturing equipment, $4.8 million for leasehold improvements, $3.3 million for IT infrastructure costs, and the balance for miscellaneous property, plant and capital equipment.

On May 10, 2000, we entered into a Revolving Loan Agreement with Union Bank of California, N.A. (the "Revolving Loan Agreement"), as administrative agent and lead arranger, which provided us with a revolving line of credit of $200 million (the "Revolving Loan Facility"). The Revolving Loan Facility bore interest on amounts outstanding payable quarterly based on our leverage ratio and one of the following rates as selected by us: LIBOR plus a margin of 1.25% to 2.25%, or the bank's base rate plus a margin of 0% to 1.00%. The Revolving Loan Agreement contained customary covenants including restrictions on additional borrowings, leases, capital expenditures and dividends. It also contained financial covenants relating to net worth, maximum leverage and minimum fixed charge coverage. We were restricted in making investments of more than $10 million, acquisitions of $30 million or more, or mergers or sales of substantially all of our assets without the banks' approval, and were required to use the proceeds of any public offering of our stock to pay off any indebtedness then outstanding under the Revolving Loan Agreement. Borrowings under this line of credit were collateralized by the capital stock of each of our significant domestic subsidiaries and 65% of the capital stock of each of our directly owned foreign subsidiaries.

During 2001, we fell out of compliance with certain debt covenants and began working closely with the banking group to restructure the Revolving Loan Facility. We evaluated the proposals set forth by the banking group and determined that the costs of restructuring the Revolving Loan Facility outweighed the benefits of retaining it. Accordingly, we decided not to seek an amended credit facility.

On November 16, 2001 we repaid the entire outstanding balance of $13.3 million, which was carried at a weighted-average interest rate of 4.9%, and terminated the Revolving Loan Facility.

We expect to establish a new revolving credit facility with more favorable terms during the fiscal year 2002.

We maintain credit facilities with various banks in Europe, Asia and Australia. These credit facilities were acquired primarily as a result of the Melcher and Powec acquisitions in 1998 and 2000, respectively. The aggregate limit on all credit facilities is approximately $11.1 million. The credit facilities bear interest on amounts outstanding at various time intervals based on published market rates, such as Swiss LIBOR. Some credit agreements require our subsidiaries to maintain certain financial covenants and to provide certain financial reports to the lenders. At December 31, 2001, the total outstanding balance on all credit facilities was $2.3 million at a weighted-average interest rate of 7.3%. Of this balance, $1.4 million was classified as current credit facilities payable at December 31, 2001 and $904 thousand was included in current portion of long-term debt.

In addition, Powec has a long-term property loan with a bank in Norway totaling approximately $8.0 million. The loan was for the purchase of Powec's primary office and manufacturing facility in Norway and is collateralized by the building. The loan bears an interest rate based on the bank's rate, 8.8% at December 31, 2001, and is payable in semiannual installments until its maturity date in July 2019. At December 31, 2001, the current and long-term amounts outstanding under this loan were $444 thousand and $7.6 million, respectively.

At December 31, 2001, short-term, including current portion of long-term debt, and long-term amounts outstanding under all credit agreements with banks were $2.7 million and $7.6 million, respectively.

We currently anticipate that our total capital expenditures for 2002 will be approximately $14 million. These capital expenditures relate primarily to manufacturing equipment and process improvements, equipment related to research and development and product development, additions and upgrades to our facilities and information technology infrastructure, and other administrative requirements. The amount of these anticipated capital expenditures will frequently change during the year based on changes in expected revenues, our financial condition and the general economic climate.

Based on current plans and business conditions, we believe our existing working capital and borrowing capacity, coupled with the funds generated from our operations, will be sufficient to fund our anticipated working capital, capital expenditures and debt payment requirements for the next twelve months. However, if we make a large acquisition, it may be necessary to raise debt or equity in the private or public securities markets.

Recent Events. The U.S. economy entered into a period of contraction during 2001, and the communications infrastructure industry in particular has experienced a rapid and severe downturn. It is not certain how long and to what extent the economy or various sectors will experience negative growth. Many of our customers, including our largest customers, have cancelled or rescheduled significant orders, which has caused a substantial decline in our backlog and bookings since the beginning of 2001.

Management has initiated various cost containment measures to mitigate the negative effect of these trends, which resulted in asset impairment, inventory, and restructuring charges taken during 2001. We will continue to work to identify cost reduction opportunities relative to current market conditions, and expect to record an additional restructuring charge during the first quarter of 2002 of less than $500 thousand. We expect to realize ongoing cost savings primarily through closures and consolidation of certain manufacturing, research and development, and administrative facilities as well as through reductions in headcount. While management anticipates that the bulk of the cost savings

will be realized beginning in 2002, there can be no assurance that these measures will be sufficient to fully offset or mitigate negative market and business trends.

On January 22, 2002, the United States Securities and Exchange Commission issued an interpretive release on disclosures related to liquidity and capital resources, off balance sheet arrangements, and transactions with related parties. Recently, much public attention has also been focused on the use of special purpose entities and significant accounting policies. We do not utilize special purpose entities or have any known financial relationships with other companies' special purpose entities. We have identified and disclosed all significant off balance sheet arrangements and related party transactions in the following paragraphs.

Operating Leases. We enter into operating leases for non-strategic investments such as warehouses and office space where the economic climate is favorable. The liquidity impact of operating leases is not material.

Purchase Commitments. We have purchase commitments for materials, supplies, services, and property, plant and equipment as part of the normal course of business. In the aggregate, these commitments are not at prices in excess of current fair market value. Certain supply contracts may contain penalty provisions for early termination. Based on current expectations, we believe that it is not reasonably likely that we will incur any material amount of penalties under these contracts.

Other Contractual Obligations. We do not have material financial guarantees or other contractual commitments that are reasonably likely to affect liquidity. However, we do have a contingent purchase price increase related to the acquisition of Powec AS. Under terms of the acquisition agreement, we may be obligated to make earnout payments to certain former shareholders of Powec and its subsidiaries related to future financial performance. While approximately $100 thousand in earnout is expected to be paid for 2001 operating performance, some of these provisions extend through 2003. As of December 31, 2001, the maximum additional amount that may be incurred in 2002 and 2003 under the earnout agreements is $3.3 million.

Related Parties. We maintain minority ownership in a number of equity investments and a joint venture, which are recorded on the balance sheet. Our relationships with these entities can be classified into three basic categories: equity investments which resulted in Power-One obtaining certain technologies or other intellectual property via a licensing agreement without other significant subsequent transactions; pure equity investments made without significant subsequent transactions; and a joint venture with which Power-One has a manufacturing relationship, located in China. This joint venture may purchase raw components and other goods from Power-One, and may sell finished goods to Power-One as well as other third parties. Power-One records revenue on sales to the joint venture only when the joint venture purchases components and goods for sales to third parties. When the joint venture purchases components that will be assembled and sold back to Power-One, no revenue is recorded. Power-One also has significant and similar relationships with certain contract manufacturers. These contract manufacturers may purchase raw components from and sell finished goods back to Power-One. No revenue is recognized for these transactions. Revenue is recognized only when the final products are sold to third parties.

O'Melveny & Myers LLP ("OMM") provides general legal services to us. An OMM partner was elected to our Board of Directors during 2000. OMM's legal services are billed on an arms-length transaction basis, and are not material to our results of operations, cash flows or financial condition.

Stephens, Inc. is a significant stockholder and provides financial advisory services to us. An officer of Stephens is also a director of the Company. Stephens' financial advisory services are billed on an arms-length transaction basis, and are not material to our results of operations, cash flows or financial condition.

We do not have any other related party transactions that materially affect the results of operations, cash flow or financial condition.

Interest Rate Impact on Liquidity. Most of our borrowings are at variable market-based interest rates, and a significant fluctuation in interest rates could cause an increase in our interest expense. However, the current level of borrowings are not material to our consolidated financial position, and we believe that interest rate volatility would not have a material impact on our liquidity.

Summary of Contractual Obligations and Commitments. A summary of our future contractual payments related to debt and lease obligations is as follows (in thousands):

Year Ending December 31,	Total Debt		Capital Leases		Operating Leases		Total
2002	$	2,743	$	256	$	6,294	$	9,293
2003		444		41		6,089		6,574
2004		444		—		5,309		5,753
2005		444		—		4,109		4,553
2006		444		—		2,909		3,353
2007 and thereafter		5,783		—		5,570		11,353

Total	$	10,302	$	297	$	30,280	$	40,879

ITEM 7A—Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in interest rates and changes in foreign currency exchange rates. Our exposure to interest rate risk results from the financial debt instruments which arise from transactions entered into during the normal course of business. We may enter into derivative financial instrument transactions, such as swaps, in order to manage or reduce our exposure to interest rate changes related to our portfolio of borrowings. Under no circumstances do we enter into derivative or other financial instrument transactions for speculative purposes.

Debt. We are exposed to cash flow risk due to changes in market interest rates related to our outstanding debt. For example, in Europe some of our credit facilities bear interest on borrowings outstanding at various time intervals and market rates based on Swiss LIBOR plus a margin of 1.25 to 2.00%. Swiss LIBOR is an offshore rate that is similar to the London Interbank Offered Rate ("LIBOR"). Our principal risk with respect to our long-term debt is to changes in these market rates.

The table below presents principal cash flows and related weighted-average interest rates for our credit facilities and long-term debt obligations at December 31, 2001 by expected maturity dates. The information is presented in U.S. dollar equivalents, our reporting currency, and parenthetically in Swiss Francs or Norwegian Kroner, where applicable. Additionally, the U.S. dollar equivalent carrying value of Swiss Franc and Norwegian Kroner denominated debt is sensitive to foreign currency exchange rates.

However, a 10% change in the U.S. dollar exchange rate against these currencies would not have a significant effect on our future earnings.

		Expected Maturity Date
		Expected Maturity Date																					Fair Value
		2002			2003			2004			2005			2006			Thereafter			Total			Fair Value
		(Amounts in thousands, except for percentages)
Credit Facilities:
	Variable Rate (NOK 12,515)	$	1,395			—			—			—			—			—		$	1,395		$	1,395
	Average Interest Rate		9.1	%																	9.1	%
Long-term Debt:
	Fixed Rate (CHF 1,500)	$	904			—			—			—			—			—		$	904		$	904
	Average Interest Rate		4.4	%																	4.4	%
	Variable Rate (NOK 71,804)	$	444		$	444		$	444		$	444		$	444		$	5,783		$	8,003		$	8,003
	Average Interest Rate		8.8	%		8.8	%		8.8	%		8.8	%		8.8	%		8.8	%		8.8	%

Foreign Currency. A significant portion of our business operations are conducted in various countries in Europe. As a result, we have a certain degree of market risk with respect to our cash flows due to changes in foreign currency exchange rates when transactions are denominated in currencies other than our functional currency. Historically, we have not actively engaged in substantial exchange rate hedging activities, and at December 31, 2001, we had not entered into any significant foreign exchange contracts.

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data listed in Item 14(a)(1) hereof are incorporated herein by reference and are filed as part of this Annual Report on Form 10-K beginning on page F-1.

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information relating to directors required by this item will be contained under the captions "Board of Directors" and "Election of Directors" in our definitive proxy statement for the Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the close of the fiscal year ended December 31, 2001 (the "Proxy Statement"), and is incorporated herein by reference.

The information relating to executive officers required by this item is included in Part I under the caption "Executive Officers."

The information required by Item 405 will be contained under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement and is incorporated herein by reference.

ITEM 11—EXECUTIVE COMPENSATION

The information called for by this item will be contained under the caption "Executive Compensation" in our Proxy Statement and is incorporated herein by reference.

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information called for by this item will be contained under the caption "Security Ownership of Certain Beneficial Owners and Management" in our Proxy Statement and is incorporated herein by reference.

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by this item will be contained under the caption "Certain Relationships and Related Transactions" in our Proxy Statement and is incorporated herein by reference.

PART IV

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

(a)(1) FINANCIAL STATEMENTS

The following financial statements are filed as a part of this Report are incorporated herein by reference:

POWER-ONE, INC.		Page
Independent Auditors' Report		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Income (Loss)		F-5
Consolidated Statements of Stockholders' Equity		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-11
Quarterly Financial Data for the 2001 and 2000 Quarters (Unaudited)		F-36

(a)(2) SCHEDULES

The following financial statement schedule is filed as a part of this Report and is incorporated herein by reference.

POWER-ONE, INC.		Page
Schedule II: Valuation and Qualifying Accounts		S-1

(b) Reports on Form 8-K

None.

(c) EXHIBITS

The exhibit index on page S-2 is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	POWER-ONE, INC.
	By:	/s/ STEVEN J. GOLDMAN Steven J. Goldman Chairman of the Board and Chief Executive Officer
Date: March 28, 2002

Pursuant to the requirements of the Securities Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

We the undersigned directors and officers of Power-One, Inc. hereby constitute and appoint Steven J. Goldman and Eddie K. Schnopp, or any of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, that said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities and Exchange Act of 1934, as amended, any rules, regulations, and requirements of the SEC, in connection with this Report, including specifically, but not limited to, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments and supplements to this Report, and we hereby ratify and confirm all that the said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ STEVEN J. GOLDMAN (Steven J. Goldman)	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 28, 2002
/s/ EDDIE K. SCHNOPP (Eddie K. Schnopp)	Senior Vice President—Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	March 28, 2002
/s/ KENDALL R. BISHOP (Kendall R. Bishop)	Director	March 28, 2002
/s/ DR. HANSPETER BRÄNDLI (Dr. Hanspeter Brändli)	Director	March 28, 2002
/s/ JON E. M. JACOBY (Jon E. M. Jacoby)	Director	March 28, 2002
/s/ JAY WALTERS (Jay Walters)	Director	March 28, 2002
/s/ MARK MELLIAR-SMITH (Mark Melliar-Smith)	Director	March 28, 2002

FINANCIAL STATEMENTS

The following financial statements are filed as a part of this Report:

POWER-ONE, INC.

		Page
Independent Auditors' Report		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Income (Loss)		F-5
Consolidated Statements of Stockholders' Equity		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-11
Quarterly Financial Data for the 2001 and 2000 Quarters (unaudited)		F-36

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Power-One, Inc.:

We have audited the accompanying consolidated balance sheets of Power-One, Inc. and its subsidiaries (the "Company") as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the consolidated financial statement schedule listed in the Index at Item 14. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Deloitte & Touche LLP
Los Angeles, California
January 24, 2002

F-2

POWER-ONE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

				December 31,
				2001			2000
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	79,671		$	137,113
	Accounts receivable:
		Trade, less allowance for doubtful accounts: $4,698—2001; $2,573—2000			45,064			124,306
		Other			7,190			7,736
		Notes receivable			3,000			—
	Inventories				125,682			225,121
	Deferred income taxes				—			4,527
	Refundable income taxes				5,227			—
	Prepaid expenses and other current assets				5,536			4,300

			Total current assets		271,370			503,103
PROPERTY AND EQUIPMENT, net					97,416			104,020
INTANGIBLE ASSETS, net					129,987			162,799
NOTES RECEIVABLE					14,136			660
OTHER ASSETS					7,326			11,735

TOTAL				$	520,235		$	782,317

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Bank credit facilities			$	1,395		$	9,279
	Current portion of long-term debt				1,348			2,630
	Current portion of long-term capital leases				245			558
	Bank overdraft				736			12,879
	Accounts payable				19,302			71,721
	Restructuring reserve				7,363			—
	Deferred income taxes				1,866			—
	Other accrued expenses				22,594			29,212

			Total current liabilities		54,849			126,279
LONG-TERM DEBT, less current portion					7,559			9,131
LONG-TERM CAPITAL LEASES, less current portion					39			281
DEFERRED INCOME TAXES					7,121			12,319
OTHER LIABILITIES					464			579
COMMITMENTS AND CONTINGENCIES (See Note 10)
STOCKHOLDERS' EQUITY
	Common stock, par value $0.001: 300,000,000 shares authorized; 78,912,924 (net of 100,002 treasury shares) and 78,497,574 shares issued and outstanding at December 31, 2001 and 2000, respectively				79			78
	Additional paid-in capital				570,427			564,325
	Accumulated other comprehensive loss				(5,913	)		(2,188	)
	Retained earnings (accumulated deficit)				(114,390	)		71,513

			Total stockholders' equity		450,203			633,728

TOTAL				$	520,235		$	782,317

See notes to consolidated financial statements.

F-3

POWER-ONE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

			Year Ended December 31,
			2001			2000			1999
NET SALES			$	363,727		$	510,955		$	237,157
COST OF GOODS SOLD				357,930			311,945			142,818

GROSS PROFIT				5,797			199,010			94,339
EXPENSES:
	Selling, general and administrative			72,617			80,464			43,210
	Engineering and quality assurance			39,077			36,603			21,508
	Amortization of intangibles			19,079			11,363			6,212
	Restructuring costs			25,074			—			—
	Asset impairment			33,772			—			—
	In-process research and development			—			—			3,300

		Total expenses		189,619			128,430			74,230

INCOME (LOSS) FROM OPERATIONS				(183,822	)		70,580			20,109
INTEREST AND OTHER INCOME (EXPENSE):
	Interest income			3,817			3,304			807
	Interest expense			(2,497	)		(6,446	)		(3,211	)
	Other income (expense), net			(4,350	)		(1,052	)		307

		Total interest and other income (expense)		(3,030	)		(4,194	)		(2,097	)

INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES				(186,852	)		66,386			18,012
PROVISION (BENEFIT) FOR INCOME TAXES				(949	)		22,495			6,458

NET INCOME (LOSS)			$	(185,903	)	$	43,891		$	11,554

BASIC EARNINGS (LOSS) PER SHARE			$	(2.36	)	$	0.59		$	0.19

DILUTED EARNINGS (LOSS) PER SHARE			$	(2.36	)	$	0.56		$	0.18

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING				78,759			73,957			60,597

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING				78,759			77,871			62,469

See notes to consolidated financial statements.

F-4

POWER-ONE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

		Year Ended December 31,
		2001			2000		1999
NET INCOME (LOSS)		$	(185,903	)	$	43,891	$	11,554
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustments		(3,725	)		1,288		(5,653	)

COMPREHENSIVE INCOME (LOSS)		$	(189,628	)	$	45,179	$	5,901

See notes to consolidated financial statements.

F-5

POWER-ONE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share and per share data)

	Common Stock—$.001 Par Value
								Accumulated Other Comprehensive Income (Loss)			Retained Earnings/ (Accumulated Deficit)
					Additional Paid-in Capital
	Shares		Amount		Additional Paid-in Capital									Total
BALANCE, DECEMBER 31, 1998	56,668,896		$	57	$	92,874		$	2,177		$	17,253		$	112,361
Stock option compensation expense						27									27
Issuance of common stock under stock option and purchase plans	206,847					464									464
Income tax benefit for employee stock option transactions						207									207
Stock issuance to public	14,925,000			15		124,360									124,375
Stock issuance costs						(6,046	)								(6,046	)
Cumulative translation adjustment									(5,653	)					(5,653	)
Stock compensation	161,481					262									262
Distributions to stockholders												(320	)		(320	)
Net income												11,554			11,554

BALANCE, DECEMBER 31, 1999	71,962,224			72		212,148			(3,476	)		28,487			237,231
Stock option compensation expense						27									27
Issuance of common stock under stock option and purchase plans	794,355					2,001									2,001
Income tax benefit for employee stock option transactions						9,575									9,575
Stock compensation	812,925			1		13,311									13,312
Issuance of common stock in connection with acquisition	428,070					12,735									12,735
Stock issuance to public	4,500,000			5		317,245									317,250
Stock issuance costs						(2,717	)								(2,717	)
Cumulative translation adjustment									1,288						1,288
Distributions to stockholders												(865	)		(865	)
Net income												43,891			43,891

BALANCE, DECEMBER 31, 2000	78,497,574			78		564,325			(2,188	)		71,513			633,728
Stock option compensation expense						27									27
Issuance of common stock under stock option and purchase plans	486,026			1		3,260									3,261
Stock compensation	1,172					2,158									2,158
Issuance of common stock in connection with acquisition	28,154					657									657
Treasury Stock	(100,002	)
Cumulative translation adjustment									(3,725	)					(3,725	)
Net loss												(185,903	)		(185,903	)

BALANCE, DECEMBER 31, 2001	78,912,924		$	79	$	570,427		$	(5,913	)	$	(114,390	)	$	450,203

See notes to consolidated financial statements.

F-6

POWER-ONE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except share data)

				Year Ended December 31,
				2001			2000			1999
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	(185,903	)	$	43,891		$	11,554
	Adjustments to reconcile net income (loss) to net cash used in operating activities:
		Depreciation and amortization (a)			36,500			24,190			14,626
		Asset impairment (b)			39,959			—			—
		Inventory write-off			110,313			—			—
		Technology investment write-off (a)			2,750			—			—
		Capitalized financing costs write-off			1,121			—			—
		Stock compensation			2,185			13,339			289
		Tax benefit on exercise of stock incentive plans			—			9,575			207
		Purchased in-process research and development			—			—			3,300
		Net loss on disposal of property and equipment			317			443			283
		Deferred income taxes			970			(969	)		(467	)
	Changes in operating assets and liabilities:
		Accounts receivable, net			62,283			(70,747	)		(22,011	)
		Inventories			(11,726	)		(153,323	)		(22,007	)
		Refundable income taxes			(5,227	)		(7	)		426
		Prepaid expenses and other current assets			(1,279	)		(2,634	)		(297	)
		Accounts payable			(51,761	)		48,352			5,215
		Accrued expenses			(6,383	)		8,615			7,382
		Restructuring reserve			5,308			—			—
		Other liabilities			(124	)		990			7

			Net cash used in operating activities		(697	)		(78,285	)		(1,493	)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in Powec, net of cash acquired (Note 4)				(6,335	)		(72,545	)		—
	Technology investment				(3,605	)		(9,393	)		—
	Telecommunications product line acquired from Eldec (Note 4)				—			(14,000	)		—
	Investment in IPD, net of cash acquired (Note 4)				—			(13,000	)		(28,739	)
	Acquisition of property and equipment				(30,539	)		(52,165	)		(27,856	)
	Proceeds from sale of property and equipment				133			36			112
	Other assets				3,338			(3,059	)		(1,247	)

			Net cash used in investing activities		(37,008	)		(164,126	)		(57,730	)

(a): The total technology investment write-off for the year ended December 31, 2001 was $7,538 of which $4,788 was recorded as amortization of intangibles and $2,750 was recorded as other expense.
(b): The asset impairment charge of $39,959 included in the Consolidated Statement of Cash Flows for the year ended December 31, 2001 includes $33,772 for the impairment of intangibles and property and equipment calculated in accordance with SFAS No. 121 and $6,187 for the fixed asset portion of the period's restructuring charge (See Note 3).

See notes to consolidated financial statements.

F-7

POWER-ONE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands, except share data)

				Year Ended December 31,
				2001			2000			1999
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from borrowings on bank credit facilities			$	19,143		$	165,180		$	67,817
	Repayments of borrowings on bank credit facilities				(26,690	)		(166,979	)		(75,738	)
	Bank overdraft				(12,080	)		7,000			5,804
	Proceeds from borrowings on long-term debt				1,482			—			499
	Repayments of borrowings on long-term debt				(4,008	)		(4,634	)		(3,492	)
	Principal payments under long-term capital leases				(548	)		(888	)		(913	)
	Sale and issuance of common stock, net				3,261			316,534			118,793
	Proceeds from (issuance of) notes receivable from stockholders				—			109			(7	)
	Distributions to stockholders				—			(865	)		(320	)

			Net cash provided by (used in) financing activities		(19,440	)		315,457			112,443

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS					(297	)		298			(422	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(57,442	)		73,344			52,798
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD					137,113			63,769			10,971

CASH AND CASH EQUIVALENTS, END OF PERIOD				$	79,671		$	137,113		$	63,769

SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid (received) for:
		Interest		$	1,766		$	4,766		$	3,028
		Income taxes		$	(1,718	)	$	17,919		$	3,508

(a): The total technology investment write-off for the year ended December 31, 2001 was $7,538 of which $4,788 was recorded as amortization of intangibles and $2,750 was recorded as other expense.
(b): The asset impairment charge of $39,959 included in the Consolidated Statement of Cash Flows for the year ended December 31, 2001 includes $33,772 for the impairment of intangibles and property and equipment calculated in accordance with SFAS No. 121 and $6,187 for the fixed asset portion of the period's restructuring charge (See Note 3).

See notes to consolidated financial statements.

F-8

During the second quarter of 2001, the Company issued 28,154 shares of the Company's common stock valued at $657 thousand in addition to $6.3 million in cash, to the sellers of Powec as additional consideration pursuant to the terms of the acquisition agreement for 2000 operational performance (See Note 4).

In the fourth quarter of 2001, the Company exchanged a customer's outstanding trade accounts receivable balance of $16.5 million into a note receivable with scheduled repayment terms (See Note 19).

On February 29, 2000, the Company acquired HC Power; the former shareholders of HC Power received a total of 6,363,621 shares of the Company's common stock for all shares of common stock of HC Power outstanding on the effective date of the merger. Of the total shares issued, 636,351 shares were placed in an escrow to fund possible claims for indemnification under the merger agreement. The Company authorized distribution of 536,349 shares from the escrow fund in 2001. The remaining 100,002 shares were released to and retained by Power-One pursuant to full settlement and resolution, without admission of liability by either party, of all disputed claims associated with a claim for indemnification asserted by the Company in March 2001 (See Note 4).

On May 16, 2000, the Company acquired all of the capital stock of Powec AS and the minority interests of certain Powec subsidiaries (collectively referred to as "Powec") for approximately $72.0 million in cash, plus $2.5 million in acquisition costs, and 428,070 shares of the Company's common stock (See Note 4).

In conjunction with the acquisition, liabilities were assumed as follows (in thousands):

Fair value of tangible assets acquired	$	38,766
Fair value of goodwill and other identifiable intangible assets		83,645
Cash paid for Powec's capital stock		(74,452	)
Fair value of stock issued for Powec's capital stock		(12,735	)

Liabilities assumed	$	35,224

On May 16, 2000, the Company acquired a telecommunications product line from Eldec Corporation ("Eldec"), a subsidiary of Crane Co., for $14.0 million in cash (See Note 4).

In conjunction with the acquisition, liabilities were assumed as follows (in thousands):

Fair value of tangible assets acquired	$	2,237
Fair value of goodwill and other identifiable intangible assets		12,208
Cash paid for product line		(14,000	)

Liabilities assumed	$	445

F-9

On January 29, 1999, the Company purchased all of the capital stock of International Power Devices, Inc. ("IPD") for $29.5 million (See Note 4).

In conjunction with the acquisition, liabilities were assumed as follows (in thousands):

Fair value of tangible assets acquired	$	21,248
Fair value of goodwill and other identifiable intangible assets		17,454
Cash paid for capital stock		(29,500	)

Liabilities assumed	$	9,202

Capital lease obligations of $285 were incurred in 1999 when the Company entered into leases for new equipment.

F-10

POWER-ONE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

NOTE 1. GENERAL INFORMATION

The accompanying financial statements of Power-One, Inc. (the "Company" or "Power-One") reflect the consolidated results of its operations for the years ended December 31, 2001, 2000 and 1999 and include the accounts of the Company and its subsidiaries, all of which are wholly owned.

The Company manufactures and assembles its products primarily at facilities in the United States, Dominican Republic, Mexico, Norway, Ireland, Switzerland, Puerto Rico, China and Slovakia. These operations represent captive manufacturing facilities of the Company.

The Company's reporting period coincides with the 52- or 53-week period ending on the Sunday closest to December 31 and its fiscal quarters are the 13- or 14-week periods ending on the Sunday nearest to March 31, June 30, September 30 and December 31. The years ended December 31, 2001 and 2000 represent 52-week years. The year ended December 31, 1999 represents a 53-week year. For simplicity of presentation, the Company has described year-ends presented as of December 31.

Operations—The Company operates in one industry segment which includes the design, development and manufacture of power conversion products primarily for the communications infrastructure market. The Company sells its products and grants credit to customers in this industry, primarily in the United States and Europe. Net sales to the Company's largest customer amounted to 15% in 2001, 25% in 2000, and 14% in 1999. At December 31, 2001, one customer, the Company's joint venture, represented 16% of the consolidated trade accounts receivable balance. At December 31, 2000, one customer, Cisco Systems, represented 28% of the consolidated trade accounts receivable balance.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

Principles of Consolidation—The accompanying consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Company includes in its statement of operations its pro rata share of the financial results of investments accounted for under the equity method.

Use of Estimates in the Preparation of the Financial Statements—The preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for doubtful accounts, inventory allowances, restructuring costs, impairment costs and other special charges, depreciation and amortization, sales returns, warranty costs, taxes, and contingencies. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.

Revenue Recognition—The Company generally recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or readily determinable, and collectibility is probable. Sales are recorded net of sales returns, discounts and warranty costs. The Company provides for estimated warranty costs based on historical warranty repair experience and current sales volume. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," (SAB 101), which provides additional guidance in applying accounting principles generally accepted in the United States of America to revenue

F-11

recognition in financial statements. The Company has adopted the provisions of SAB 101 and believes that the impact of adoption on its revenue recognition policy is not material.

Cash and Cash Equivalents—The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts—The Allowance for Doubtful Accounts Reserve is established by analyzing all accounts that have a balance that is over 90 days past due. Each account is individually assigned a probability of collection. The total amount determined to be uncollectible in the 90-days-past-due category is then reserved fully. The percentage of this reserve to the 90-days-past-due total is then established as a guideline and applied to the rest of the non-current accounts receivable balance. When other circumstances suggest that a receivable may not be collectible, it is immediately reserved for, even if the receivable is not yet in the 90-days-past-due category.

Inventories—The Company's inventories are stated at the lower of cost (first-in, first-out method, or average costing method) or market. Slow moving and obsolete inventory are identified and written off quarterly. To establish the reserve, the Company compares the current on-hand quantities with both the projected usages for a two-year period and the actual usage over the past 12 months. On-hand quantities greater than projected usage are extended at the standard unit cost. The engineering and purchasing departments review the initial list of slow moving and obsolete items. The engineering and purchasing groups identify items that have alternative uses in new or existing products. These items are excluded from the analysis. The total amount of slow moving and obsolete inventory is then fully reserved. Additionally, non-cancelable open purchase orders for parts contracted to purchase where demand has been reduced may be reserved. Reserves for open purchase orders where the market price is lower than the purchase order price have also been established.

Investments—The Company has minority equity investments in non-publicly traded companies. These investments are included in other assets on the Company's balance sheet and are generally carried at cost. The Company monitors these investments for impairment and makes appropriate reductions in carrying value when necessary.

Property and Equipment—Property and equipment are recorded at cost. Provision for depreciation has been made based upon the estimated useful lives of the assets, which range from three to thirty years, using principally the double declining balance and straight-line methods. Provision for amortization of leasehold improvements is made based upon the estimated lives of the assets or terms of the leases, whichever is shorter.

Intangible Assets—Intangible assets include cost in excess of net assets acquired in connection with the acquisition of the Company in 1995, of Melcher in 1998, of IPD in 1999 and of Powec in 2000 which have been allocated among certain intangible items determined by management to have value, such as the Company's name, distribution network and product technology. Provision for amortization has been made based upon the estimated useful lives of the intangible asset categories, which range from three to 20 years, using the straight-line method.

Impairment of Long-Lived Assets—The Company continually reviews the recoverability of the carrying value of long-lived assets using the methodology prescribed in Statement of Financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The Company also reviews long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon such an occurrence, recoverability of these assets is

F-12

determined by comparing the forecasted undiscounted net cash flows to which the assets relate, to the carrying amount. If the asset is determined to be unable to recover its carrying value, then intangible assets, if any, are written down first, followed by the other long-lived assets to fair value. Fair value is determined based on discounted cash flows, appraised values or management's estimates, depending on the nature of the assets.

Restructuring Costs—The Company records restructuring charges in accordance with Emerging Issues Task Force (EITF) Issue 94-3. Restructuring costs relate to the downsizing of the Company's operations and primarily consist of specific charges that the Company has and will incur with no future economic benefit. These charges include costs related to personnel severance, continuing lease obligations for vacant facilities and write-off of leasehold improvements and equipment therein, and certain contract termination penalties.

Income Taxes—Income taxes are provided for taxes currently payable or refundable, and for deferred income taxes arising from future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The effects of income taxes are measured based on enacted tax laws or rates.

Under the provisions of the Puerto Rico Industrial Incentives Act of 1987, the Company has been granted a 90% partial tax exemption from the payment of Puerto Rico taxes on income derived from marketing the products manufactured by the Company in Puerto Rico. In addition, the grant also provides for a 90% exemption on property taxes and a 60% exemption on municipal license taxes. The Company has received similar tax exemptions in Puerto Rico in connection with the distribution of its products. All of these exemptions are valid through 2010. Additionally, the Company's subsidiary Power-Electronics ("P-E") operates in the Dominican Republic in a tax-free enterprise zone and, accordingly, pays no income taxes in connection with its operations in that country. The Company has not provided for the U.S. federal and state income tax that would be paid on unremitted earnings from P-E, Melcher and Powec as there is no intent to remit any future earnings.

The Company's operations in Mexico are subject to various income and corporate taxes on earnings generated in Mexico under the maquiladora program.

Deferred Tax Asset Valuation Allowance—The Company records a deferred tax asset in jurisdictions where it generates a loss for income tax purposes. Due to volatility in the industry within which the Company operates, the Company may record a valuation allowance against these deferred tax assets in accordance with SFAS 109, "Accounting for Income Taxes," when, in management's judgment, the deferred tax assets may not be realized in the foreseeable future.

Stock Compensation—The Company uses the intrinsic-value method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for stock options granted to employees. Accordingly, the Company does not recognize compensation expense for its stock option grants to employees in the Consolidated Statement of Operations since all grants are made at fair market value. See Note 11 for pro forma information on the impact of the fair-value method of accounting for stock options.

Earnings Per Share—The Company presents both basic and diluted earnings (loss) per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the year. Common equivalent shares are excluded from the computation in periods in which they have an

F-13

anti-dilutive effect. The difference between basic and diluted EPS, for the Company, is solely attributable to stock compensation. The Company uses the treasury stock method to calculate the impact of outstanding stock options. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on EPS and, accordingly, are excluded from the calculation.

Engineering—Engineering costs include sustaining product engineering, custom product development and research and development costs which are expensed in the period incurred.

Warranties—Power-One offers its customers a two-year warranty on all products sold. Power-One further assumes that the goods will be received for repair under warranty at a steadily declining rate over the two-year warranty period. The expected returns are weighted in order to reflect the fact that the majority of returns will be received within one month of sale and will decline each month thereafter. Based on historical sales and warranty repair expenses, an expected per-unit cost of repair is calculated and applied to actual units sold over the warranty period. This calculation is reviewed monthly and the reserve adjusted accordingly.

Derivative Instruments—In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as subsequently amended by SFAS 137 and SFAS 138, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. In addition, this statement requires hedge accounting when certain conditions are met. This statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company did not hold any derivative financial instruments during 2001, 2000 or 1999. As a result, adoption of SFAS No. 133 did not have a significant effect on the Company's financial position, operations or cash flows.

Fair Value of Financial Instruments—The recorded values of accounts receivable, notes receivable, accounts payable and accrued expenses approximate their fair values based on their short-term nature. The recorded values of notes receivable, notes payable to banks, long-term debt and other liabilities approximate fair value, as interest is tied to or approximates market rates.

Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, placed with high credit quality institutions, and trade receivables. The Company sells products and extends credit to customers, primarily in the United States and Europe, periodically monitors its exposure to credit losses, and maintains allowances for anticipated losses.

Conversion of Foreign Currencies—The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The assets and liabilities of companies whose functional currency is other than the U.S. dollar are included in the consolidation by translating the assets and liabilities at the exchange rates applicable at the end of the reporting year. The statements of income and cash flows of such companies are translated at the average exchange rates during the applicable period. Translation gains or losses are accumulated as a separate component of stockholders' equity. The Company has not tax effected the cumulative translation adjustment as there is no intention to remit the earnings.

Reclassifications—Certain prior year amounts have been reclassified to conform to the current year presentation.

F-14

Segment Reporting—The Company operates as one segment in accordance with SFAS 131, "Disclosures About Segments of an Enterprise and Related Information". The Company's chief operating decision maker and management personnel view the Company's performance and make resource allocation decisions by looking at the Company as a whole. Although there are different divisions within the Company, they are economically similar and are also similar in terms of the five criteria set forth in SFAS 131 in order to combine segments. Our products are all power conversion products primarily geared toward the communication industry, and our sales force sells products from all divisions. The nature of the production process is similar across divisions, and manufacturing for the different divisions occurs in common facilities. The same engineers with the same qualifications design and manufacture products across divisions. The types and class of customers are similar across the divisions and product lines, and our products are distributed through common channels and distributor networks.

Recent Pronouncements—In July 2001, the Financial Accounting Standards Board issued SFAS 141, "Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets." They also issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" in October 2001.

SFAS 141 requires all business combinations initiated after June 30, 2001 be accounted for under the purchase method. SFAS 141 supersedes APB Opinion No. 16, Business Combinations, and Statement of Financial Accounting Standards No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises, and is effective for all business combinations initiated after June 30, 2001.

SFAS 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS 144 superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121), and APB Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The provisions of SFAS 144 are effective in fiscal years beginning after December 15, 2001, with early adoption permitted, and in general are to be applied prospectively. The Company plans to adopt SFAS 144 effective January 1, 2002 and does not expect that the adoption will have a material impact on its consolidated results of operations or financial position.

NOTE 3. RESTRUCTURING COSTS, ASSET IMPAIRMENT AND INVENTORY CHARGES

During 2001, the Company announced a restructuring program in response to macro-economic and capital spending issues affecting the communications industry. The Company recorded a pre-tax restructuring charge of $25.1 million in accordance with EITF 94-3, a pre-tax asset impairment charge of $33.8 million in accordance with SFAS 121, and a pre-tax inventory charge of $110.3 million to revalue inventory and provide for excess and obsolete inventory. The restructuring costs and asset

F-15

impairment charges are classified as operating expenses, while the inventory charge is classified as a cost of goods sold. The following paragraphs provide detailed information on each of these charges recorded in 2001.

Restructuring

The restructuring program includes a worldwide workforce reduction, consolidation of excess facilities and write-off of obsolete equipment therein, contract termination charges, and other shutdown costs. The restructuring charge is comprised of the following (in millions):

		Restructuring Costs December 31, 2001
Worldwide workforce reduction		$	11.0
Facilities closures			7.4
Obsolete equipment write-off			3.1
Contract termination costs			3.4
Other shutdown costs			0.2

	Total	$	25.1

The $11.0 million restructuring charge for workforce reduction is related to approximately 4,650 positions identified for elimination, of which approximately 3,900 were manufacturing positions located in the Dominican Republic and Mexico. Of the remaining positions identified for elimination, approximately 575 were located in the United States and the balance of approximately 175 were located at the Company's other overseas locations, primarily in Europe. As of December 31, 2001, approximately 4,620 employees have been released. The remaining positions are expected to be eliminated during the first quarter of 2002. In connection with these reductions, approximately $9.6 million of severance and related benefits have been paid and applied against the accrual. The remaining severance and related benefits are expected to be paid during the first quarter of 2002. Since this only represents specific employee terminations identified as of December 31, 2001, further charges may be necessary in future periods if additional terminations are identified.

The $7.4 million charge for facilities closures is related to office space and facilities that are being vacated with no future economic benefit. This charge includes the write-off of existing leasehold improvements as well as payments for continuing lease obligations. Cash payments will be made through the remaining terms of the leases, the longest of which extends to 2005. As of December 31, 2001, approximately $2.8 million has been paid and applied against the accrual for facilities closures. The Company facilities being vacated are located in Irvine, California; Boston, Massachusetts; Andover, Massachusetts; Round Rock, Texas; Mexico; Ireland; Switzerland; and other smaller offices in Europe. In connection with these closures, the Company recorded an accrual of approximately $3.1 million for obsolete equipment at these locations. As of December 31, 2001, $2.0 million has been disposed of and applied against the accrual for obsolete equipment.

The provision for contract termination costs of $3.4 million is primarily related to cancellation charges incurred to release the Company of certain purchase obligations to a significant supplier. Under the terms of the cancellation agreements, no future delivery of products or services will be made to the Company. Cash payments made in relation to this provision were $3.3 million as of December 31, 2001.

F-16

A summary of the restructuring costs and activity during the year is as follows (in millions):

		Total Restructuring Costs		Paid and Applied Against Reserve		Restructuring Liabilities at December 31, 2001
Worldwide workforce reduction		$	11.0	$	9.6	$	1.4
Facilities closures			7.4		2.8		4.6
Obsolete equipment write-off			3.1		2.0		1.1
Contract termination costs			3.4		3.3		0.1
Other shutdown costs			0.2		—		0.2

	Total	$	25.1	$	17.7	$	7.4

Impairment of Fixed Assets and Purchased Intangible Assets

Due to the decline in business conditions in 2001, the Company performed impairment reviews in accordance with SFAS 121 to determine whether any of the Company's assets were impaired.

During the second and third quarters of 2001, the Company determined that the downturn in the communications infrastructure industry was more severe than previously forecast. Accordingly, the Company decided to remove what was becoming excess manufacturing equipment from production and put it into storage indefinitely, and to delay installation of new manufacturing equipment that had been recently delivered. This equipment was written down to fair value, resulting in a pre-tax impairment charge of $14.4 million during 2001.

During the fourth quarter of 2001, the Company recognized a pre-tax impairment charge of $19.4 million related to certain intangible assets that were acquired in past business combinations, primarily goodwill associated with the purchase of a product line from Eldec in 2000, and the Melcher trade name acquired in 1998. The Company decided to discontinue the older product line that was acquired from Eldec as part of the Powec acquisition and to transition those customers into other, newer product lines. Accordingly, the net book value of the goodwill associated with the acquisition of the Eldec product line, or $11.0 million, was written off completely. The Company also decided to replace the Melcher trade name with the Power-One trade name worldwide, and completed the transition to the Power-One trade name in 2001. Accordingly, since the Melcher trade name was no longer being used, its net book value of $7.5 million was written off completely. The balance of other intangible items written off were related to assembled workforces acquired in previous business combinations that were laid off as part of the Company's 2001 restructuring program.

F-17

Inventory

During the second and third quarters of 2001, prices of certain inventory components began decreasing as the market became saturated with these types of components and the Company secured lower contract prices on components. Accordingly, the Company revalued its inventory on-hand, as well as inventory that it was required to take delivery of, to the lower of cost or market. This analysis resulted in an inventory charge of $51.2 million. At the same time, the Company continued to receive shipments of inventory components that would not be sold in the foreseeable future. Therefore, the Company analyzed its entire inventory to determine what was excess and obsolete with significant input from the engineering staff. This analysis was conducted by part number and resulted in a $56.1 million charge for excess and obsolete inventory. During 2001, the Company sold $638 thousand of this inventory, which resulted in a benefit to the Company's gross margin of less than 0.2%. Lastly, during 2001 the Company recorded a charge of $3.0 million for costs associated with discontinued products.

NOTE 4. ACQUISITIONS

On May 16, 2000, the Company acquired Norwegian-based Powec for approximately $74.5 million in cash including $2.5 million in acquisition costs, 428,070 shares of the Company's common stock, and assumption of $12.0 million of Powec's debt. The market value of the Company's common stock on the date of acquisition was $29.75 per share. During the second quarter of 2001, $6.3 million in cash and 28,154 shares of Company stock valued at $657 thousand were paid to the sellers of Powec as additional consideration pursuant to the terms of the acquisition agreement for 2000 operational performance. Certain additional payments may be made to certain Powec stockholders based on the attainment of defined operational performance objectives through 2003. The Company expects to pay approximately $100 thousand in 2002 for 2001 performance. The maximum aggregate additional consideration that could be earned in 2002 and 2003 is $3.3 million. As of December 31, 2001, no accruals had been made for possible future payments.

Powec is a leading supplier of power systems for major service providers and equipment manufacturers in the telecommunications industry. Current Powec customers include Nokia, Vodafone, and Ericsson. During 2001, Powec became part of the Company's Energy Solutions division.

On May 16, 2000, the Company also acquired a telecommunications product line from Eldec for $14.0 million in cash. This product line includes the exclusive distribution rights for Powec's products in North, South and Central America and extensive relationships with telecommunication equipment manufacturers such as Motorola, Ericsson, and Nokia US. In 2001 the Company discontinued this product line and wrote off $11.0 million of goodwill associated with its acquisition.

In addition to the shares issued for the Powec purchase, the purchase of Powec and the telecommunications product line were financed with $20.0 million of the Company's cash and approximately $68.5 million of advances under the Company's credit facility, which includes $2.5 million to finance the related acquisition costs.

The acquisitions were accounted for using the purchase method of accounting. The net purchase price, plus transaction costs, was allocated to tangible assets and intangible assets. The excess of the aggregate purchase price over the estimated fair values of the net tangible assets acquired was recognized as goodwill and other identifiable intangible assets, and is being amortized over periods ranging from three to 15 years. The fair value of Powec's assets and liabilities, as well as the fair value of the assets and liabilities acquired from Eldec, have been included in the Company's balance sheet as

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of December 31, 2000. The consolidated statements of income, comprehensive income and cash flows for the year ended December 31, 2000, include eight months of Powec's operations.

The following unaudited pro forma financial information combines the consolidated results of operations as if the acquisitions of Powec and the telecommunications product line had occurred as of the beginning of the periods presented. Pro forma adjustments include only the effects of events directly attributable to the transactions that are expected to have a continuing impact and that are factually supportable. The pro forma amounts contained in the table below include adjustments for amortization of intangibles, assumed interest expense, assumed decrease in interest earned and the related income tax effect of such adjustments. The pro forma amounts for the year ended December 31, 2000 exclude non-recurring items totaling $1.5 million, which consist of an inventory fair market value write-up of $2.0 million, net of related income tax benefit.

	Year Ended December 31,
	2000		1999
	(In thousands, except per share amounts)
Net sales	$	536,625	$	293,164
Net income	$	44,162	$	3,762
Basic earnings per share	$	0.60	$	0.06
Diluted earnings per share	$	0.57	$	0.06

The pro forma financial information does not necessarily reflect the operating results that would have occurred had the acquisitions been consummated as of the above dates, nor is such information indicative of future operating results.

HC Power is based in Costa Mesa, California and is a supplier of DC power systems for telecommunications and Internet service providers. Current HC Power customers include Motorola, Teleglobe, Qwest Communications, Cingular Wireless and CEA Telecom. During 2001, HC Power became part of the Company's Energy Solutions division.

HC Power provided for stock bonus incentives to certain key employees. The stock bonus agreements provided for the granting of HC Power common stock to the employees over specified vesting periods, ranging from three to twelve years. All stock bonus agreements contained accelerated vesting provisions upon a change in control of HC Power. The unvested shares were granted and became vested at the time of the merger with the Company. 812,925 shares of the Company's common stock were issued to certain employees of HC Power in exchange for the accelerated shares. The Company recorded compensation expense of $13.3 million in the first quarter of 2000 which was based

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on $16.38 per share, the fair value of the Company's common stock on February 29, 2000. Additionally, the Company recorded a $2.2 million tax benefit to additional paid-in capital in the second quarter of 2000 on the disposition of 812,925 shares of the Company's common stock made by certain employees of HC Power.

On January 29, 1999, the Company completed its purchase of IPD for $31.8 million, including capitalized lease obligations and other indebtedness of IPD. The total cash consideration paid was $28.3 million plus approximately $1.2 million of transaction related costs. In addition, the Company paid $13 million to IPD's former shareholders in the second quarter of 2000 since IPD attained certain defined operational performance objectives in the 13-month period ended March 31, 2000. The purchase price was negotiated at arms length with IPD, with which the Company had no prior relationship. The source of funds for the acquisition was a combination of the Company's available cash, as well as advances totaling approximately $28 million under the Company's then-existing credit facility. In a separate transaction, the Company acquired IPD's manufacturing facility from a separate partnership for its appraised value. The purchase of the manufacturing facility was completed in the second quarter of 1999 for approximately $4.3 million and was funded by additional borrowings from credit facilities.

IPD was combined with the Company's Advanced Power Solutions ("APS") division during 2001. IPD was a Boston-based company that supplied high-density DC/DC power supplies, which it distributed primarily in North America. High density DC/DC power technology is preferred in applications using high speed/low voltage logic, including the voice and data communications industries. APS sells over 1,000 IPD models of high-density DC/DC products to leading communications infrastructure equipment manufacturers. Current APS DC/DC customers include Cisco Systems, Nortel Networks, Samsung and Alcatel. As part of the acquisition, the Company also acquired IPD's 49% ownership position in Shenzhen SED-IPD International Electronic Device Co., Ltd., a joint venture based in Shenzhen, China. This joint venture is accounted for using the equity method of accounting.

The acquisition was accounted for using the purchase method of accounting. The net purchase price, plus transaction costs, were allocated to tangible assets and intangible assets. The excess of the aggregate purchase price over the estimated fair values of the net assets acquired was recognized as goodwill and other identifiable intangible assets and is being amortized over periods ranging from five to 15 years. The fair value of IPD's assets and liabilities have been included in the Company's balance sheet as of December 31, 1999. In connection with the IPD acquisition, the Company recorded a one time charge of $3.3 million for purchased in-process technology that had not yet reached technical feasibility. The consolidated statements of income, comprehensive income and cash flows for the year ended December 31, 1999 included 11 months of IPD's operations.

The product lines acquired as a result of the IPD acquisition were substantially similar to purchased technology related to a technology and license agreement for which an intangible asset was being amortized over the term of the licensing agreement. Consequently, the Company recorded a charge of approximately $1.0 million for the unamortized balance of the intangible asset value related to this agreement in 1999.

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NOTE 5. INVENTORIES

Inventories, inclusive of the inventory charges recorded and discussed in Note 3, consist of the following (in thousands):

	December 31,
	2001		2000
Raw materials	$	100,450	$	189,131
Subassemblies-in-process		9,013		19,845
Finished goods		16,219		16,145

	$	125,682	$	225,121

NOTE 6. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

	December 31,
	2001		2000
Land	$	1,959	$	1,969
Buildings (useful lives of 20—30 years)		22,996		22,371
Factory and office equipment (useful lives of 3 to 10 years)		87,953		83,609
Vehicles (useful lives of 3 to 7 years)		1,216		1,228
Leasehold improvements (useful lives of 5 to 10 years)		8,422		4,971
Construction in progress		23,481		23,016

		146,027		137,164
Less accumulated depreciation and amortization		48,611		33,144

	$	97,416	$	104,020

Factory and office equipment under capital leases included in property and equipment consist of the following (in thousands):

	December 31,
	2001		2000
Cost	$	2,339	$	2,688
Less accumulated depreciation and amortization		2,018		1,598

	$	321	$	1,090

NOTE 7. CREDIT FACILITIES

On May 10, 2000, the Company entered into a Revolving Loan Agreement with Union Bank of California, N.A. (the "Revolving Loan Agreement"), as administrative agent and lead arranger, which provided the Company with a revolving line of credit of $200 million (the "Revolving Loan Facility"). The Revolving Loan Facility bore interest on amounts outstanding payable quarterly based on the Company's leverage ratio and one of the following rates as selected by the Company: LIBOR plus a margin of 1.25% to 2.25%, or the bank's base rate plus a margin of 0% to 1.00%. The Revolving Loan

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Agreement contained customary covenants including restrictions on additional borrowings, leases, capital expenditures and dividends. It also contained financial covenants relating to net worth, maximum leverage and minimum fixed charge coverage. The Company was restricted in making investments of more than $10 million, acquisitions of $30 million or more, or mergers or sales of substantially all of its assets without the banks' approval, and was required to use the proceeds of any public offering of its stock to pay off any indebtedness then outstanding under the Revolving Loan Agreement. Borrowings under this line of credit were collateralized by the capital stock of each of the Company's significant domestic subsidiaries and 65% of the capital stock of each of the Company's directly owned foreign subsidiaries.

During the year ended December 31, 2001, the Company fell out of compliance with certain debt covenants and began working closely with the banking group to restructure the Revolving Loan Facility. The Company evaluated the proposals set forth by the banking group and determined that the costs of restructuring the Revolving Loan Facility outweighed the benefits of retaining it. Accordingly, the Company decided not to seek an amended credit facility. On November 16, 2001 the Company repaid the entire outstanding balance of $13.3 million, which carried a weighted-average interest rate of 4.9%, and terminated the Revolving Loan Facility. In connection with terminating the Revolving Loan Facility, the Company wrote off approximately $1.1 million of capitalized financing costs. The Company expects to establish a new revolving credit facility with more favorable terms during the fiscal year 2002.

The Company maintains credit facilities with various banks in Europe, Asia and Australia. These credit facilities were acquired primarily as a result of the Melcher and Powec acquisitions in 1998 and 2000, respectively. The aggregate limit on all credit facilities is approximately $11.1 million. The credit facilities bear interest on amounts outstanding at various time intervals based on published market rates, such as Swiss LIBOR. Some credit agreements require the Company's subsidiaries to maintain certain financial covenants and to provide certain financial reports to the lenders. At December 31, 2001, the total outstanding balance on all credit facilities was $2.3 million at a weighted-average interest rate of 7.3%. Of this balance, $1.4 million was classified as current credit facilities payable at December 31, 2001 and $904 thousand was included in current portion of long-term debt.

In the first quarter of 2000, the Company repaid the outstanding balance on HC Power's $8.0 million revolving loan and $1.0 million equipment line of credit and terminated the agreements. Total principal amounts repaid were $6.2 million and $300 thousand respectively. At December 31, 1999, amounts outstanding under the revolving loan and the equipment line of credit were $3.5 million and $321 thousand, respectively, at an interest rate of 8.5% and 9.0%, respectively. The loans were collateralized by substantially all of HC Power's assets.

At December 31, 2001 and 2000, short-term amounts, including current portion of long-term debt, outstanding under all credit agreements with banks, including the mortgage loan described in Note 8, were $2.7 million and $11.9 million, respectively. At December 31, 2001 and 2000, long-term amounts

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outstanding under all credit and loan agreements with banks were $7.6 million and $9.1 million, respectively.

NOTE 8. BORROWINGS

Long-term debt consists primarily of borrowings made by the Company's European subsidiaries which are denominated in Swiss francs and Norwegian kroner. Long-term debt outstanding at December 31, 2001 and 2000 was as follows (in thousands):

	December 31,
	2001		2000
Term loans maturing June 2, 2002, payable to a bank. Interest is payable quarterly in arrears at rates ranging between 3.4% and 5.0%. The loan is collateralized by real property owned by the Company (net book value of $2,801 and $3,060 at December 31, 2001 and 2000, respectively)	$	603	$	1,243
Term loans maturing between November 24, 2000 and October 7, 2002, payable to a bank. Interest is payable quarterly in arrears at rates ranging between 3.6% and 5.0%		301		1,866
Mortgage loan for building due July 15, 2019, payable to a bank in semi-annual payments of $222, including interest at the bank's rate plus 0.5%, or 8.8% at December 31, 2001. The loan is collateralized by the building (net book value of $8,981 and $9,124 at December 31, 2001 and 2000, respectively)		8,003		8,652

		8,907		11,761
Less current portion		1,348		2,630

Long-term debt, less current portion	$	7,559	$	9,131

The long-term debt matures as follows (in thousands):

	Years Ending December 31,
2002	$	1,348
2003		444
2004		444
2005		444
2006		444
2007 and thereafter		5,783

	$	8,907

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NOTE 9. OTHER ACCRUED EXPENSES

Other accrued expenses consist of the following (in thousands):

	December 31,
	2001		2000
Accrued bonuses	$	1,941	$	7,938
Accrued payroll and related expenses		4,059		5,642
Accrued warranties		3,148		2,810
Other accrued expenses		13,446		12,822

	$	22,594	$	29,212

NOTE 10. COMMITMENTS AND CONTINGENCIES

Leases—The Company leases its production and office facilities in Camarillo, California under a lease agreement expiring in 2004. The lease provides for increases each five years under a formula based upon changes in the consumer price index.

The Company also leases office and manufacturing facilities in Orange County, California under lease agreements expiring through November 2006. One of the leases provides for increases every 30 months. Additionally, the Company also leases several vehicles with leases expiring through 2003.

The Company leases its research and development facilities in Andover, Massachusetts under a lease agreement expiring in 2011.

The Company leases manufacturing facilities in Puerto Rico and the Dominican Republic. The leases in Puerto Rico and the Dominican Republic expire at various dates through 2008 and provide for renewal options of ten years in Puerto Rico and six years in the Dominican Republic.

The Company leases office and manufacturing facilities in Switzerland, France, Italy, Germany, the Netherlands, and Ireland. The leases expire at various dates through 2009 and provide for renewal options ranging from three months to six years. In addition, Melcher and IPD lease certain factory and office equipment under capital lease agreements.

The Company leases office and manufacturing facilities in the United Kingdom, Australia, Hong Kong, Singapore, Sweden, Finland, and Germany. The leases expire at various dates through 2005 and provide for varying renewal options.

F-24

Future minimum lease payments for operating leases and the present value of minimum lease payments under capital leases as of December 31, 2001 are as follows (in thousands):

Years Ending December 31,	Capital Leases		Operating Leases
2002	$	256	$	6,294
2003		41		6,089
2004		—		5,309
2005		—		4,109
2006		—		2,909
2007 and thereafter		—		5,570

Total minimum lease payments		297	$	30,280

Less amount representing interest		13

Present value of minimum lease payments		284
Less current obligation under capital leases		245

Obligations under capital leases, excluding current installments	$	39

Total rent expense was approximately $5.5 million, $4.5 million and $3.3 million for the years ended December 31, 2001, 2000 and 1999, respectively. Approximately $3.2 million of operating lease commitments have been reserved for in the restructuring charge accrual.

Legal Proceedings—The Company is involved in certain claims and legal proceedings, including one patent dispute, that arise in the normal course of business. Management does not believe that the outcome of any of the claims or legal proceedings in which the Company is currently involved will have a material adverse effect on the Company's consolidated financial position, results of operations, or cash flows.

VLT Corporation and Vicor Corporation v. Power-One, Inc., United States District Court, District of Massachusetts, Civil Action No. 01-10207-PBS. The Complaint was filed on February 5, 2001, and service of the Summons and Complaint was made upon Power-One on March 1, 2001. The Complaint alleges infringement of Vicor's U.S. patent number Re. 36,098 by certain products of Power-One. The Complaint seeks certain injunctive relief and compensatory damages. Power-One has filed its Answer and Counterclaim in response to the Complaint. Power-One has denied all infringement and all claims by Vicor for entitlement to damages or other relief. The Company continues to vigorously defend the matter, to deny all infringement, and to aggressively refute Vicor's projections of potential recoverable damages. Further proceedings are pending.

NOTE 11. COMMON STOCK

On September 20, 1999, the Company completed a secondary public stock offering of 19,500,000 shares of the Company's common stock at an offering price of $8.33. In connection with the offering,

F-25

the Company granted the underwriters an over-allotment option to purchase up to an additional 2,925,000 shares of the common stock at the public offering price of $8.33 per share. On October 14, 1999, the underwriters exercised their over-allotment option. The Company sold 14,925,000 of these shares. The remaining 7,500,000 shares were sold by certain stockholders, and the Company did not receive any proceeds from the sale of these shares. The gross proceeds of the 14,925,000 shares were $124.4 million. The Company incurred approximately $6.1 million in costs in connection with the offering consisting of underwriter commissions and expenses, printing costs, legal, accounting and other fees. After offering costs, the Company's net proceeds were $118.3 million.

On July 26, 2000, the Company's Board of Directors approved a Stockholder Rights Plan under which preferred stock purchase rights have been distributed for each outstanding share of the Company's common stock held at the close of business on August 7, 2000. Each right entitles a holder of the Company's common stock to buy one one-thousandth of a share of a new series of preferred stock at an exercise price of $626.00 subject to adjustment. If a person acquires more than 15% of the Company's common stock, holders of the rights are entitled to purchase the Company's common stock or, in the event of a merger, stock in the merged entity, at half of the market value. The Company is entitled to redeem the rights for a nominal amount at any time until the day that a 15% position has been acquired. The Rights are designed to protect the Company from unfair takeovers.

On November 2, 2000, the Company entered into an underwriting agreement for the sale by the Company of 4,000,000 shares of its common stock at an offering price of $70.50. In connection with the offering, the Company granted the underwriters an over-allotment option to purchase up to an additional 500,000 shares of the common stock at the public offering price of $70.50 per share. Morgan Stanley Dean Witter acted as the sole underwriter in the transaction, and the issue was underwritten on a "bought-deal basis". On November 7, 2000, the underwriter exercised in full the over-allotment option of 500,000 additional shares of common stock. The gross proceeds of the 4,500,000 shares were $317.2 million. The Company incurred approximately $2.7 million in connection with the offering consisting of underwriter commissions and expenses, printing costs, legal, accounting and other fees. After offering costs, the Company's net proceeds were $314.5 million.

Deferred Compensation Plan—On October 4, 2001, the Company's Board of Directors approved a Deferred Compensation Plan (the "Deferred Plan"). The purpose of the Deferred Plan is to motivate and retain eligible employees and non-employee directors by permitting them to defer compensation into stock units that will be paid out in the form of shares of the Company's common stock. For the period beginning on October 22, 2001 and ending on October 20, 2002 (the "Deferral Period"), eligible employees may elect irrevocably to defer up to 50% of their base salary and eligible directors may elect irrevocably to defer up to 100% of their compensation relating to regularly scheduled meetings. The Company will match the deferral at 100%. The Deferred Plan provides for these amounts to be settled in the Company's common stock on the first day following the first public release of actual earnings of the Company for the fiscal year ending December 31, 2002 (the "Payment Date"). For participants under the Plan as of October 31, 2001, the number of shares of the Company's common stock to be distributed to the employee or director on the Payment Date will be equal to the sum of (i) amount deferred plus (ii) the 100% Company match, divided by $6.00. Participants (i.e. new employees) entering the Plan after October 31, 2001 will receive a number of shares of the Company's common stock on the Payment Date equal to the sum of (i) amount deferred plus (ii) the 100% Company match, divided by the average of the Company's stock price over the ten trading days preceding the first day of the Company's applicable pay period which follows the participant's irrevocable election to participate.

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The Company is recognizing the amount deferred by the employees and directors as compensation expense ratably during the Deferral Period. The Company is recognizing the amount matched by the Company as compensation expense ratably during the period beginning on October 22, 2001 and ending on the Payment Date. Compensation expense recognized by the Company is equal to the total number of shares to be distributed to each employee and director multiplied by the fair market value on the measurement date, October 18, 2001. For the year ended December 31, 2001, the Company recorded approximately $2.2 million in compensation expense related to the Deferred Plan.

The stock unit equivalent of the amount deferred by the employee vests at the end of each pay period, whereas the stock unit equivalent of the Company's match vests on the Payment Date. The Plan provides for certain prorating of vesting and for distribution of shares in the event employment or director service ends (either voluntarily or involuntarily) before the Payment Date. At December 31, 2001, there were approximately 144,000 stock units vested under the Deferred Plan. Additionally, as of December 31, 2001, 1,172 shares of the Company's common stock had been issued in connection with the provisions of the Plan relating to terminations of employment prior to the Payment Date. The total number of shares expected to be issued on the Payment Date in connection with this plan is approximately 1,500,000 shares.

HC Power Stock Issuances—HC Power provided stock bonus incentives to certain key employees. The stock bonus agreements provided for the granting of HC Power common stock to the employees over specified vesting periods, ranging from three to 12 years. All stock bonus agreements contained accelerated vesting provisions upon a change of control of HC Power. The stock bonuses have been recognized as compensation expense in the period of grant. The compensation expense was determined based on the fair market value at the date of grant. In 1999, 161,481 shares were granted to employees and compensation expense of $486,000 was recognized. At December 31, 1999, 146,940 shares were unvested. The unvested shares vested and were granted at the time of merger with Power-One. 812,925 shares of the Company's common stock were issued to certain employees of HC Power in exchange for the accelerated shares. The Company recorded compensation expense of $13.3 million in the first quarter of 2000 which was based on $16.38 per share, the fair value of the Company's common stock on February 29, 2000. Additionally, the Company recorded a $2.2 million tax benefit to additional paid-in capital in the second quarter of 2000 on the disposition of 812,925 shares of the Company's common stock made by certain employees of HC Power.

Stock Options—In February 1996, the Board of Directors approved a stock option plan for the issuance of 3,000,000 shares of common stock (the "1996 Plan"). In January 1999, the 1996 Plan was amended to increase the shares issuable under the plan. The Company can issue either qualified or non-qualified stock options under the 1996 Plan. At December 31, 2001 15,782,585 shares were reserved under the 1996 plan, of which 4,616,435 were available for future grants. The option price is determined by the Board of Directors based on the fair market value of the Company's common stock on the date of grant. Their existing options vest over four- and seven-year terms. Those options with seven-year vesting terms include accelerated vesting provisions that allow for vesting over five years if certain performance measures are met. In connection with the issuance of stock options in March and June of 1997, the Company has computed compensation cost for the difference between the estimated fair market values and the option exercise prices at the date of grant totaling approximately $190 thousand, which is being amortized over the seven-year vesting period of the options. For the years ended December 31, 2001, 2000 and 1999, $27 thousand in compensation expense was recognized each year. Subsequent to 1997, all options have been granted at fair market value.

F-27

In September 2001, the Board of Directors approved a stock option plan for the issuance of 2,500,000 shares of common stock (the "2001 Plan"). The Company can only issue non-qualified stock options under the 2001 Plan, and may not issue options under the 2001 Plan to a member of the Board of Directors or an executive officer (i.e. an officer as defined under and subject to Sec. 16 of the Securities Exchange Act of 1934). At December 31, 2001, 40,735 shares of common stock were available for future grants under the 2001 Plan. The option price is determined by the Board of Directors based on the fair market value of the Company's common stock on the date of grant. Options granted under the 2001 Plan generally vest over four years. All options under the 2001 Plan have been granted at fair market value.

Total options exercisable under both the 1996 and 2001 Plans as of December 31, 2001, 2000 and 1999 were 3,192,720, 999,862 and 1,522,149 options, respectively.

Stock option activity of the Company is as follows:

	Number of Options		Exercise Price per Option	Weighted Average Exercise Price
Options outstanding—December 31, 1998	4,156,845		$ 0.33-$ 4.67	$	1.99
Options granted	1,422,000		$ 2.33-$ 9.94	$	4.57
Options exercised	(164,325	)	$ 0.33-$ 4.67	$	2.31
Options canceled	(136,905	)	$ 2.04-$ 3.46	$	2.99

Options outstanding—December 31, 1999	5,277,615		$ 0.33-$ 9.94	$	2.65
Options granted	4,265,351		$11.17-$83.75	$	22.60
Options exercised	(748,016	)	$ 0.33-$ 9.55	$	2.07
Options cancelled	(207,940	)	$ 2.05-$58.55	$	9.28

Options outstanding—December 31, 2000	8,587,010		$ 0.33-$83.75	$	12.43
Options granted	5,028,965		$ 5.77-$35.88	$	7.03
Options exercised	(424,971	)	$ 0.33-$20.88	$	4.26
Options cancelled	(982,362	)	$ 0.50-$83.75	$	12.94

Options outstanding—December 31, 2001	12,208,642		$ 0.33-$95.00	$	10.43

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The Company accounts for its plans in accordance with APB No. 25. Had compensation cost been determined on the basis of fair value pursuant to SFAS No. 123, "Accounting for Stock-Based Compensation," net income and basic and diluted EPS would have been as follows:

		Year Ended December 31,
		2001			2000		1999
		(In thousands, except per share data)
Net income (loss):
	As reported	$	(185,903	)	$	43,891	$	11,554
	Pro forma	$	(200,063	)	$	34,952	$	10,488
Basic earnings (loss) per share:
	As reported	$	(2.36	)	$	0.59	$	0.19
	Pro forma	$	(2.54	)	$	0.47	$	0.17
Diluted earnings (loss) per share:
	As reported	$	(2.36	)	$	0.56	$	0.18
	Pro forma	$	(2.54	)	$	0.45	$	0.17

The fair value of each option grant is estimated on the date of grant using the Black-Scholes model, with the following assumptions used in 2001, 2000 and 1999: risk-free interest rate of 4.9%, 6.2% and 5.79%, respectively; expected volatility of 111.9%, 87.6% and 76.9%, respectively; an expected option life of 6.5, 7.5 and 7.5 years, respectively; and no expected dividends for each of the three years. The fair value of stock options granted were $28.1 million, $79.1 million and $5.0 million 2001, 2000 and 1999 respectively.

The following table summarizes information regarding options outstanding at December 31, 2001:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$ 0.33-$ 0.33	861,270	4.25 yrs	$	0.33	861,270	$	0.33
$ 0.50-$ 2.05	1,281,158	6.75 yrs	$	1.98	600,269	$	1.95
$ 2.32-$ 4.67	1,188,234	6.63 yrs	$	3.63	634,871	$	3.92
$ 4.71-$ 5.77	4,642,550	9.54 yrs	$	5.76	116,160	$	5.62
$ 6.27-$16.38	1,535,875	8.07 yrs	$	12.76	348,325	$	12.57
$16.64-$20.88	1,654,650	8.40 yrs	$	20.40	375,347	$	20.71
$20.88-$42.31	647,850	8.49 yrs	$	26.70	149,693	$	25.74
$47.50-$95.00	397,055	8.55 yrs	$	57.29	106,785	$	57.92

$ 0.33-$95.00	12,208,642	8.16 yrs	$	10.43	3,192,720	$	8.40

Employee Stock Purchase Plan—The Company has adopted, effective January 1, 1998, an Employee Stock Purchase Plan, under which 9,000,000 shares are reserved for purchase by employees. Substantially all of the Company's domestic employees may contribute from two to eight percent of their qualified earnings toward the purchase of the Company's common stock. The plan provides the participants the opportunity to purchase shares at 85% of the fair market value on either the first day or the last day of each six-month offering period, whichever is lower. The offering periods generally run from January 1 through June 30 and July 1 through December 31. At December 31, 2001, 2000 and 1999 there were 166,992, 105,937 and 59,598 shares issued cumulatively under this plan, respectively.

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NOTE 12. PROFIT SHARING PLANS

The Company has 401(k) profit sharing plans covering all domestic employees, subject to certain participation, age and vesting requirements. The plans provide that the Company will partially match employee contributions at either a discretionary amount or up to specified percentages. Total Company contributions were $674 thousand, $454 thousand and $255 thousand for the years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 13. BUSINESS GEOGRAPHICAL LOCATIONS

The Company operates as one segment in accordance with SFAS 131. The Company's chief operating decision maker and management personnel view the Company's performance and make resource allocation decisions by looking at the Company as a whole. Although there are different divisions within the Company, they are economically similar and are also similar in terms of the five criteria set forth in SFAS 131 in order to combine segments. Our products are all power conversion products primarily geared toward the communications industry, and our sales force sells products from all divisions. The nature of the production process is similar across divisions, and manufacturing for the different divisions occurs in common facilities. The same engineers with the same qualifications design and manufacture products across divisions. The types and class of customers are similar across the divisions and product lines, and our products are distributed through common channels and distributor networks.

The Company has manufacturing and research and development operations in the United States, Mexico, Dominican Republic, Puerto Rico, Switzerland, Slovakia, Norway, Ireland and China. The Company's operations in Puerto Rico are considered part of the United States. The following table summarizes the Company's revenues and long lived assets in different geographic locations (in thousands):

			Year Ended December 31,
			2001		2000		1999
Revenues:(a)
	United States		$	189,052	$	353,112	$	173,529
	Canada			29,692		19,374		10,671
	United Kingdom			33,717		31,749		11,576
	Other European countries			68,295		57,397		33,541
	Other foreign countries			42,971		49,323		7,840

		Total	$	363,727	$	510,955	$	237,157

Long-Lived Assets:
	United States		$	76,717	$	100,897
	Norway			89,232		89,515
	Dominican Republic			23,302		22,969
	Mexico			21,742		29,669
	Switzerland			16,772		27,825
	Other foreign countries			6,964		7,679

		Total	$	234,729	$	278,554

F-30

(a): Revenues are attributable to countries based on location of customer

NOTE 14. INCOME TAXES

Income (loss) before provision (benefit) for income taxes consisted of the following (in thousands):

		Year Ended December 31,
		2001			2000		1999
United States		$	(140,735	)	$	39,455	$	7,718
Non-United States			(46,117	)		26,931		10,294

	Total	$	(186,852	)	$	66,386	$	18,012

The components of provision (benefit) for income taxes are as follows (in thousands):

		Year Ended December 31,
		2001			2000			1999
Current:
	Federal	$	(6,452	)	$	13,582		$	3,424
	State		472			4,043			929
	Foreign		4,663			5,729			3,006

Total current			(1,317	)		23,354			7,359
Deferred:
	Federal		1,111			394			(457	)
	State		226			225			(119	)
	Foreign		(969	)		(1,478	)		(325	)

Total deferred			368			(859	)		(901	)
Provision (benefit) for income taxes		$	(949	)	$	22,495		$	6,458

F-31

The components of deferred tax assets (liabilities) are as follows (in thousands):

		Year Ended December 31,
		2001									2000
		Federal			State			Foreign			Federal			State			Foreign
Current:
	Uniform capitalization	$	465		$	88		$	—		$	670		$	163		$	—
	Sales discount reserve		576			109			—			366			94			—
	Bad debt reserve		1,470			278			(412	)		624			153			(60	)
	Inventory reserve		22,249			4,202			3			1,681			414			(116	)
	Warranty reserve		1,144			216			124			453			104			189
	Deferred Compensation		765			144			5			—			—			—
	State taxes		95			—			—			53			—			—
	Inventory overheads		—			—			(422	)		—			—			(826	)
	Litigation reserves		—			—			(25	)		—			—			(98	)
	NOL		—			—			—			—			—			201
	Other		460			86			(382	)		446			97			(81	)

	Subtotal		27,224			5,123			(1,109	)		4,293			1,025			(791	)
	Valuation Allowance		(27,224	)		(5,123	)		(757	)		—			—			—

	Total current		—			—			(1,866	)		4,293			1,025			(791	)
Non-current:
	NOL		15,239			2,480			1,906			—			—			—
	Intangible assets		3,722			703			(6,112	)		(1,512	)		(380	)		(7,091	)
	Restructuring Allowance		2,133			403			—			—			—			—
	Fixed assets		(1,658	)		(313	)		(84	)		(1,688	)		(434	)		(1,068	)
	Other		596			7			(425	)		18			15			(179	)

	Subtotal		20,032			3,280			(4,715	)		(3,182	)		(799	)		(8,338	)
	Valuation Allowance		(20,032	)		(3,280	)		(2,406	)		—			—			—

Total non-current			—			—			(7,121	)		(3,182	)		(799	)		(8,338	)
Net deferred tax assets (liabilities)		$	—		$	—		$	(8,987	)	$	1,111		$	226		$	(9,129	)

Net deferred tax liabilities amounting to $8.0 million were acquired by the Company through the acquisition of Powec in 2000.

The Company records a deferred tax asset in jurisdictions where it generates a loss for income tax purposes. Due to volatility in the industry within which the Company operates, the Company may record a valuation allowance against these deferred tax assets in accordance with SFAS 109 when, in management's judgment, the deferred tax assets may not be realized in the foreseeable future. During 2001, the Company recorded a $58.8 million valuation allowance against deferred tax assets.

F-32

A reconciliation of the Company's provision for income taxes to the U.S. federal statutory rate is as follows (in thousands):

	Year Ended December 31,
	2001					2000					1999
	Amount			%		Amount			%		Amount			%
Provision for income taxes at statutory rate	$	(65,389	)	(35	)	$	22,437		34		$	5,614		31
Foreign income taxed at lower rates		14,200		8			(4,104	)	(6	)		(1,438	)	(8	)
State taxes		811		—			2,779		4			534		3
IPD non-deductible goodwill		943		—			875		1			559		3
IPD non-deductible in-process research and development		—		—			—		—			1,122		7
Other		(1,933	)	(1	)		508		1			67		—
Valuation Allowance net of state taxes		50,419		27			—		—			—		—

	$	(949	)	(1	)	$	22,495		34	%	$	6,458		36	%

As of December 31, 2001, the Company had net operating loss carry forwards for U.S. federal and state income tax purposes of approximately $43.5 million and $37.5 million, respectively. These operating loss carry forwards expire in various years beginning in 2021 and 2011, respectively. The Company also has foreign NOLs in various countries.

On March 9, 2002, the Job Creation and Worker Assistance Act was signed into law. Among other provisions, the act temporarily extends the general NOL carryback period to five years (from two years). The provision is effective for NOLs generated in taxable years after December 31, 2000. This act will allow the Company to obtain an additional tax refund of approximately $4.7 million.

SFAS 109 requires that the effect of an enacted change in tax laws or rates be included in income from continuing operations in the period that includes the enactment date. Therefore, the income tax provision and related valuation allowance for the year ended December 31, 2001 was not adjusted to reflect the provisions of the new tax law. Any benefit related to the tax act will be recognized in 2002.

NOTE 15. RELATED PARTY TRANSACTIONS

Stephens, Inc., a significant stockholder, provided financial advisory services of approximately $79 thousand, $2.8 million and $710 thousand for the years ended December 31, 2001, 2000 and 1999, respectively. These services are related to the acquisitions of HC Power and Powec in 2000 and IPD in 1999. The Company had zero and $100 thousand in accounts payable to Stephens, Inc., at December 31, 2001 and 2000, respectively. An officer of Stephens, Inc. is on the Company's Board of Directors.

O'Melveny & Myers LLP provided general legal services of approximately $575 thousand and $1.9 million for the years ended December 31, 2001 and 2000, respectively. An O'Melveny & Myers LLP partner was elected to the Company's Board of Directors during the year ended December 31, 2000. The Company had no payables to O'Melveny & Myers LLP at December 31, 2001 and 2000.

F-33

NOTE 16. RESEARCH AND DEVELOPMENT

Research and development expenses were $23.5 million, $19.2 million and $10.8 million for the years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 17. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):

	December 31,
	2001		2000
Goodwill and trade name	$	106,722	$	122,291
Product technology		27,252		27,516
Distribution network		5,207		5,207
Assembled workforce		796		1,614
License agreement		190		5,020
Sales force		—		675
Other		23,383		23,812

		163,550		186,135
Less accumulated amortization		33,563		23,336

	$	129,987	$	162,799

During 2001, the Company recognized a pre-tax impairment charge of $19.4 million related to certain intangible assets that were acquired in past business combinations, primarily goodwill associated with the purchase of a product line from Eldec in 2000, and the Melcher trade name acquired in 1998. The Company decided to discontinue the older product line that was acquired from Eldec as part of the Powec acquisition and to transition those customers into other, newer product lines. Accordingly, the net book value of the goodwill associated with the acquisition of the Eldec product line, or $11.0 million, was written off completely. The Company also decided to replace the Melcher trade name with the Power-One trade name worldwide, and completed the transition to the Power-One trade name in 2001. Accordingly, since the Melcher trade name was no longer being used, its net book value of $7.5 million was written off completely. The net book value of other intangible items written off consisted of $906 thousand for assembled workforce and salesforce acquired in previous business combinations that were laid off as part of the Company's 2001 restructuring program.

Additionally, the Company reviewed its technology investments in light of current market conditions. As a result of the Company's analysis and assessment of the investments, a net book value of approximately $7.5 million was written-off, of which $4.8 million affected intangibles.

During the second quarter of the year ended December 31, 2001, the Company paid $7.0 million in cash and stock to the sellers of Powec as earnout consideration for operational performance for the year ended December 31, 2000, pursuant to the terms of the acquisition agreement. This additional consideration has been recorded as an addition to goodwill related to the Powec acquisition.

The Company anticipates approximately $100 thousand in earnout consideration for operational performance for the year ended December 31, 2001. The maximum future earnout consideration for operational performance for the years ending December 31, 2002 through 2003 is $3.3 million in total.

F-34

Because the amount of each year's earnout is not reasonably determinable and is yet unearned, no accrual for earnout has been recorded for future periods.

NOTE 18. EARNINGS (LOSS) PER SHARE (EPS)

The following is a reconciliation of the EPS data (in thousands, except per share data):

		Year Ended December 31,
		2001							2000					1999
		(Loss)			Average Shares	Per Share			Income		Average Shares	Per Share		Income		Average Shares	Per Share
Net income (loss)		$	(185,903	)					$	43,891				$	11,554
	Basic shares outstanding				78,759						73,957					60,597

	Basic earnings (loss) per share		(185,903	)	78,759	$	(2.36	)		43,891	73,957	$	0.59		11,554	60,597	$	0.19

Dilutive securities											3,914					1,872

Diluted earnings (loss) per share		$	(185,903	)	78,759	$	(2.36	)	$	43,891	77,871	$	0.56	$	11,554	62,469	$	0.18

The dilutive effect of stock options outstanding at December 31, 2001 was not included in the calculation of diluted loss per share for the year ended December 31, 2001 because to do so would have had an anti-dilutive effect as the Company had a net loss for the period. The weighted average number of such options excluded from the diluted loss per share computation was approximately 2,486,699 for the year ended December 31, 2001.

Additionally, the Company had 2,827,108, 1,679,940 and 225,745 potential anti-dilutive shares at December 31, 2001, 2000 and 1999, respectively.

NOTE 19. NOTES RECEIVABLE

At December 31, 2001, notes receivable include a note from a third party contractor consisting of current- and long-term amounts of $3.0 million and $13.5 million, respectively. At December 31, 2001 and 2000, the long-term notes receivable also included a note from an officer of the Company in the amount of $660 thousand pursuant to his employment contract. These notes mature in the first quarter of 2004 and bear interest of 7.25% and 5.5%, respectively.

F-35

POWER-ONE, INC.

QUARTERLY FINANCIAL DATA FOR THE
2001 AND 2000 QUARTERS (unaudited)

(In thousands, except per share data)

	2001 Quarters Ended
	Mar. 31		June 30			Sept. 30			Dec. 31(1)
Net sales	$	169,852	$	92,904		$	53,096		$	47,875
Gross profit (loss)		62,622		(58,912	)		(13,715	)		15,802
Income (loss) from operations		27,405		(118,982	)		(62,234	)		(30,011	)
Net income (loss)		16,388		(80,362	)		(43,275	)		(78,654	)
Diluted earnings (loss) per share	$	0.20	$	(1.02	)	$	(0.55	)	$	(1.00	)

	2000 Quarters Ended
	Mar. 31			June 30		Sept. 30		Dec. 31
Net sales	$	77,012		$	113,839	$	150,391	$	169,713
Gross profit		32,056			44,809		57,901		64,244
Income (loss) from operations		(3,780	)		18,872		26,206		29,282
Net income (loss)		(1,489	)		10,596		15,966		18,818
Diluted earnings (loss) per share	$	(0.02	)	$	0.14	$	0.20	$	0.23

(1): During the fourth quarter, the Company recorded an asset impairment charge of $19.4 million related to certain intangible assets, and a deferred tax valuation allowance of $58.8 million against deferred tax assets.

F-36

POWER-ONE, INC.

SUPPLEMENTAL SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR EACH OF THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

(In thousands)

Descriptions	Balance at Beginning of Period		Charged to Costs and Expenses(1)		Acquired Balances(2)	Deductions(3)			Change in Foreign Currency on Beginning Balance			Balance at End of Period
Allowance of doubtful accounts:
Year ended December 31
2001	$	2,573	$	3,379	—	$	(1,103	)	$	(151	)	$	4,698
2000		1,918		886	241		(439	)		(33	)		2,573
1999		1,452		221	501		(192	)		(64	)		1,918
Accrued sales discounts and returns:
Year ended December 31
2001		1,066		13,515	—		(12,916	)		—			1,665
2000		766		11,019	—		(10,719	)		—			1,066
1999		752		1,572	—		(1,558	)		—			766
Accrued warranties:
Year ended December 31
2001		2,810		1,276	—		(1,050	)		112			3,148
2000		2,020		384	731		(221	)		(104	)		2,810
1999		1,890		607	150		(450	)		(177	)		2,020

(1): For the allowance for doubtful accounts, represents charges to bad debt expense for the year. For the accrued sales discounts and returns, represents the provisions for estimated discounts and returns. For the accrued warranties, represents the provision for estimated warranties.
(2): Beginning balance upon acquisition of IPD effective January 29, 1999 and of Powec effective May 16, 2000.
(3): For the allowance for doubtful accounts, represents write off of bad debt. For the accrued sales discounts and returns, represents products returned from customer. For the accrued warranties, represents material used to satisfy customer warranty repairs.

S-1

INDEX TO EXHIBITS

The exhibits listed below are filed as part of, or incorporated by reference, into this Report.

		Description
2.1(a)		Stock and Loan Purchase Agreement effective August 31, 1998 between SBC Equity Partners Ltd., Defi Holding SA, Elektrowatt AG, Dr. Hans Grueter, Dr. Martin Schnider, Johann Milavec and Power-One, Inc. regarding the sale and purchase of shares in and certain convertible loans to Melcher Holding AG
2.2(b)		Agreement and Plan of Merger dated as of January 7, 1999, by and among Power-One, Inc., Power-One Acquisition Corp. and International Power Devices, Inc.
2.3(c)		Agreement and Plan of Merger dated as of February 11, 2000, by and among Power-One, Inc., Power-One Acquisition Corp. and HC Power Inc.
2.4(d)		Amended and Restated Stock Purchase Agreement entered into as of May 15, 2000 among Power-One, Inc. and the shareholders of Powec AS (Norway)
3.1(e)		Restated Certificate of Incorporation of the Company
3.2(f)		Amendment to the Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on August 31, 2000
3.3		Amended and Restated Bylaws of the Company
4.1(e)		Specimen Common Stock Certificate
4.2(h)		Rights Agreement, dated as of July 27, 2000, between Power-One, Inc. and American Stock Transfer & Trust Company, as Rights Agent, including as exhibits thereto the terms of the Junior Participating Preferred Stock and Form of Right Certificate
4.3(i)		Certificate of Designations of Junior Participating Preferred Stock of the Company
10.1(e)		Form of Indemnification Agreement between the Company and its directors, executive officers and certain other officers
10.2		Amended and Restated 1996 Stock Incentive Plan, dated January 25, 2002
10.4(e)		P-E Tax Exemption Grant dated January 4, 1995
10.5(j)		Employee Stock Purchase Plan
10.6(g)		Revolving Loan Agreement among Power-One, Inc., International Power Devices, Inc., Melcher Holding AG, HC Power, Inc., certain lenders and Union Bank of California, N.A., as Administrative Agent and Lead Arranger, dated May 10, 2000
10.7(k)		Letter of Agreement between the Company and the President and Chief Operating Officer
10.8(l)		Power-One 2001 Stock Option Plan, dated September 28, 2001
10.9(m)		Power-One 2001 Deferred Compensation Plan, dated October 5, 2001
21		List of Subsidiaries
23		Independent Auditors' Consent
24		Power of Attorney (Contained on Signature Page)

(a): Previously filed as an exhibit to Form 8-K dated August 31, 1998 and filed on September 15, 1998
(b): Previously filed as an exhibit to Form 8-K dated January 29, 1999 and filed on February 9, 1999
(c): Previously filed as an exhibit to Form 8-K dated February 29, 2000 and filed on March 13, 2000

S-2

(d): Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the Quarterly Period Ended April 2, 2000 and filed on May 17, 2000
(e): Previously filed as an exhibit to the Registration Statement on Form S-1 of Power-One, Inc.
(f): Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the Quarterly Period Ended October 1, 2000 and filed on November 15, 2000
(g): Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the Quarterly Period Ended July 2, 2000 and filed on August 16, 2000
(h): Previously filed as an exhibit to the Registration Statement on Form 8-A of Power-One, Inc.
(i): Previously filed as an exhibit to Form 8-K dated July 26, 2000 and filed on August 9, 2000
(j): Previously filed as an exhibit to the Registration Statement on Form S-8 of Power-One, Inc.
(k): Previously filed as an exhibit to the Annual Report on Form 10-K for the Fiscal Year Ended January 2, 2000 and filed on April 3, 2000
(l): Previously filed on Form S-8 on September 28, 2000.
(m): Previously filed on Form S-8 on October 5, 2000.

S-3

QuickLinks

FORM 10-K
TABLE OF CONTENTS
PART I

ITEM 1—BUSINESS

ITEM 2—PROPERTIES

ITEM 3—LEGAL PROCEEDINGS

ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

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

ITEM 6—SELECTED FINANCIAL DATA

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

ITEM 7A—Quantitative and Qualitative Disclosures About Market Risk

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

ITEM 11—EXECUTIVE COMPENSATION

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

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

SIGNATURES
POWER-ONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
EX-3.3 3 a2074544zex-3_3.htm AMENDED AND RESTATED BYLAWS OF POWER ONE, INC.
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Exhibit 3.3

AMENDED AND RESTATED BYLAWS

OF

POWER-ONE, INC.,
a Delaware corporation

ARTICLE I Offices
Section 1.1	Registered Office	1
Section 1.2	Principal Office	1
Section 1.3	Other Offices	1
ARTICLE II Meetings of Stockholders
Section 2.1	Time and Place of Meetings	1
Section 2.2	Annual Meetings	1
Section 2.3	Special Meetings	1
Section 2.4	Stockholder Lists	1
Section 2.5	Notice of Meetings	1
Section 2.6	Quorum and Adjournment	2
Section 2.7	Voting	3
Section 2.8	Proxies	3
Section 2.9	Inspectors of Election	3
Section 2.10	Stockholder Proposals	3
Section 2.11	Record Date for and Delivery of Written Consent	4
Section 2.12	Inspectors of Written Consent	4
Section 2.13	Effectiveness of Written Consent	5
ARTICLE III Directors
Section 3.1	Powers	5
Section 3.2	Number, Election and Tenure	5
Section 3.3	Meetings	5
Section 3.4	Annual Meeting	5
Section 3.5	Regular Meetings	5
Section 3.6	Special Meetings	5
Section 3.7	Quorum	5
Section 3.8	Fees and Compensation	6
Section 3.9	Meetings by Telephonic Communication	6
Section 3.10	Committees	6
Section 3.11	Action Without Meetings	6
Section 3.12	Removal	7
Section 3.13	Nominations	7

ARTICLE IV Officers
Section 4.1	Appointment and Salaries	7
Section 4.2	Removal and Resignation	8
Section 4.3	Chairman of the Board	8
Section 4.4	President	9
Section 4.5	Vice President	9
Section 4.6	Secretary and Assistant Secretary	9
Section 4.7	Treasurer	9
Section 4.8	Assistant Officers	9
ARTICLE V
Seal		10
ARTICLE VI
Form of Stock Certificate		10
ARTICLE VII
Representation of Shares of Other Corporations		10
ARTICLE VIII
Transfers of Stock		11
ARTICLE IX
Lost, Stolen or Destroyed Certificates		11
ARTICLE X
Record Date		11
ARTICLE XI
Registered Stockholders		11
ARTICLE XII
Fiscal Year		11
ARTICLE XIII
Amendments		12
ARTICLE XIV Dividends
Section 14.1	Declaration	12
Section 14.2	Set Aside Funds	12
ARTICLE XV Indemnification and Insurance
Section 15.1	Right to Indemnification	12

Section 15.2	Right of Claimant to Bring Suit	13
Section 15.3	Non-Exclusivity of Rights	13
Section 15.4	Insurance	13
Section 15.5	Expenses as a Witness	13
Section 15.6	Indemnity Agreements	13

iii

AMENDED AND RESTATED BYLAWS
OF
POWER-ONE, INC.,
a Delaware corporation

ARTICLE I
Offices

Section 1.1 Registered Office. The registered office of this Corporation shall be in the City of Wilmington, County of New Castle, Delaware and the name of the resident agent in charge thereof is the agent named in the Restated Certificate of Incorporation until changed by the Board of Directors (the "Board").

Section 1.2 Principal Office. The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

Section 1.3 Other Offices. The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
Meetings of Stockholders

Section 2.1 Time and Place of Meetings. Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

Section 2.3 Special Meetings. Except as otherwise specifically provided in the Corporation's Restated Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called only by the Chairman of the Board and shall be called by the Chairman of the Board at the request in writing of a majority of the Board. Such request shall state the purpose or purposes of the proposed meeting and the business transacted at any special meeting shall be limited to the purpose or purposes stated in the notice.

Section 2.4 Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.5 Notice of Meetings. Notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which such meeting has been called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Except as otherwise expressly required by law, notice of any adjourned meeting of the

stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Notice of any meeting of stockholders shall be given either personally or by first-class mail, telegraphic, facsimile or other written communication, charges prepaid, addressed to the stockholder at the address of that stockholder appearing on the books of the Corporation or given by the stockholder to the Corporation for the purpose of notice. If no such address appears on the Corporation's books or is given, notice shall be deemed to have been given if sent to that stockholder by first-class mail or telegraphic or other written communications to the Corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a stockholder at the address of that stockholder appearing on the books of the Corporation or, if given, at the address given by that stockholder to the Corporation for purpose of notice, is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the stockholder on written demand of the stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting shall be executed by any secretary, assistant secretary, or any transfer agent of the Corporation giving notice, and shall be filed and maintained in the minute book of the Corporation.

Whenever any notice is required to be given under the provisions of applicable statutes, the Restated Certificate of Incorporation or of these Amended and Restated Bylaws (the "Bylaws"), a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Restated Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board upon notice given prior to the date previously scheduled for such meeting of stockholders.

Section 2.6 Quorum and Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Restated Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Whether or not a quorum is present or represented at any meeting of stockholders, the Chairman of the meeting or a majority of the shares so represented may adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding

votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Section 2.7 Voting. In all matters (other than the election of directors which shall require a plurality, subject to any rights granted to any series of Preferred Stock), when a quorum is present at any meeting, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law, the Restated Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. Such vote may be viva voce or by written ballot; provided, however, that the Board may, in its discretion, require a written ballot for any vote, and further provided that all elections for directors must be by written ballot upon demand made by a stockholder at any election and before the voting begins.

Unless otherwise provided in the Restated Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

Section 2.8 Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize in writing another person or persons to act for such holder by proxy, but no proxy shall be voted or acted upon after three years from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.

Section 2.9 Inspectors of Election. The Board by resolution shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Board or the Chairman of the meeting shall appoint one or more alternate inspectors to replace any inspector who fails to act. Each inspector, before undertaking his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of the proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspector shall perform his or her duties and shall make all determinations in accordance with the Delaware General Corporation Law including, without limitation, Section 231 of the Delaware General Corporation Law.

The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

Section 2.10 Stockholder Proposals. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, otherwise properly brought before the meeting by or at the direction of the Board, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by

the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business and the beneficial holder, if any, on whose behalf the proposal is made, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder and the beneficial holder, if any, in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section, provided, however, that nothing in this Section shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 2.11 Record Date for and Delivery of Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting (only where such action has been previously approved by a majority of the Board), the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 15 days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board to fix a record date. The Board shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, shall be at the close of business on the date on which the Board previously approved such corporate action. Any stockholder entitled to consent to corporate action in writing without a meeting may deliver a signed written consent setting forth such corporate action to the Corporation at its registered office in Delaware or its principal place of business, or to any officer or agent of the Corporation having custody of the book in which the proceedings of stockholder meetings are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 2.12 Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 2.11, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Board may engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, if such inspectors are engaged, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 2.11 represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement,

prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 2.13 Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated written consent received in accordance with Section 2.11, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 2.11.

ARTICLE III
Directors

Section 3.1 Powers. The Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any meeting including, without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the results thereof, the timing of the opening and closing of the polls, and the physical layout of the facilities for the meeting.

Section 3.2 Number, Election and Tenure. The Board shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of 5 members. Directors need not be stockholders. Directors shall be elected at the annual meeting of stockholders and each director shall serve until such person's successor is elected and qualified or until such person's death, retirement, resignation or removal.

Section 3.3 Meetings. The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Section 3.4 Annual Meeting. The Board shall meet as soon as practicable after each annual election of directors.

Section 3.5 Regular Meetings. Regular meetings of the Board shall be held without call or notice at such time and place as shall from time to time be determined by resolution of the Board.

Section 3.6 Special Meetings. Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the Chairman of the Board (or, if the Board does not appoint a Chairman of the Board, the President), or by the Secretary on the written request of any two members of the Board unless the Board consists of only one director in which case the special meeting shall be called on the written request of the sole director, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of the Secretary's absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by telegraph, by telephone, by personal service, or by any combination thereof as to different directors. If the notice is by mail, then it shall be deposited in a United States Post Office at least seventy-two hours before the time of the meeting; if by telegraph, by deposit of the message with the telegraph company at least forty-eight hours before the time of the meeting; if by telephone or by personal service, communicated or delivered at least forty-eight hours before the time of the meeting.

Section 3.7 Quorum. At all meetings of the Board, a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the

Board, except as may be otherwise specifically provided by applicable law, by the Restated Certificate of Incorporation or by these Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though a quorum is not present, as required in this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum be had. Notice of any adjourned meeting need not be given.

Section 3.8 Fees and Compensation. Each director and each member of a committee of the Board shall receive such fees and reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.9 Meetings by Telephonic Communication. Members of the Board or any committee thereof may participate in a regular or special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 3.10 Committees. The Board may, by resolution passed by a majority of the whole Board, designate committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Upon the absence or disqualification of a member of a committee, if the Board has not designated one or more alternates (or if such alternate(s) are then absent or disqualified), the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to: (a) amending the Restated Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the Delaware General Corporation Law fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); (b) adopting an agreement of merger or consolidation under Section 251 or 252 of the Delaware General Corporation Law; (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or (e) amending the Bylaws of the Corporation. Unless the resolution appointing such committee or the Restated Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Each committee shall have such name as may be determined from time to time by resolution adopted by the Board. Each committee shall keep minutes of its meetings and report to the Board when required. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any committee.

Section 3.11 Action Without Meetings. Unless otherwise restricted by applicable law, the Restated Certificate of Incorporation, or by these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all

members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 3.12 Removal. Unless otherwise restricted by the Restated Certificate of Incorporation or by law, any director or the entire Board may be removed, but only for cause and only by the affirmative vote of the holders of at least 80 percent of the voting power of all of the then-outstanding shares entitled to vote at an election of directors.

Section 3.13 Nominations. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of stockholders by or at the direction of the Board, by any nominating committee or person appointed by the Board, or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and beneficial holder, if any, and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

ARTICLE IV
Officers

Section 4.1 Appointment and Salaries. The officers of the Corporation shall be appointed by the Board and shall consist of Chairman of the Board, President, Secretary, and Treasurer. The Board or the Chairman of the Board may also appoint one or more Vice Presidents and such other officers (including Assistant Secretaries and Financial Officers) as the Board or the Chairman of the Board may deem necessary or desirable. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board shall fix the salaries of all officers appointed by it. Unless prohibited by applicable law, the Restated Certificate of Incorporation or these Bylaws, one person may be elected or appointed to serve in more than one official capacity. Any vacancy occurring in any office of the Corporation shall be filled by the Board or, in the case of a vacating officer not appointed by the Board, by the Chairman of the Board.

Section 4.2 Removal and Resignation. Any officer may be removed, either with or without cause, by the Board or, in the case of an officer not appointed by the Board, by the Chairman of the Board. Any officer may resign at any time by giving notice to the Board, the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 4.3 Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. The Chairman of the Board shall preside at all meetings of the stockholders and at all meetings of the Board. The Chairman of the Board shall be a member of all other committees, if any, and shall have the general powers and duties of management usually vested in the chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 4.4 President. The President shall be the chief operating officer of the Corporation with the powers of a general manager and shall exercise and perform such powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to the President by the Chairman of the Board or by the Board, or as may be prescribed by these Bylaws. In the absence or disability of the Chairman of the Board, or in the event and during the period of a vacancy in that office, the President shall perform all the duties of the Chairman of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board of the Corporation.

Section 4.5 Vice President. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President, if any, (or if there be more than one Vice President, the Vice Presidents in the order of their rank or, if of equal rank, then in the order designated by the Board or the Chairman of the Board or, in the absence of any designation, then in the order of their appointment) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The rank of Vice Presidents in descending order shall be Executive Vice President, Senior Vice President and Vice President. The Vice President shall perform such other duties and have such other powers as the Board or the Chairman of the Board may from time to time prescribe.

Section 4.6 Secretary and Assistant Secretary. The Secretary shall attend all meetings of the Board (unless the Board shall otherwise determine) and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board in a book to be kept for that purpose and shall perform like duties for the committees when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board. The Secretary shall have custody of the corporate seal of the Corporation and shall (as well as any Assistant Secretary) have authority to affix the same to any instrument requiring it and to attest it. The Secretary shall perform such other duties and have such other powers as the Board or the Chairman of the Board may from time to time prescribe.

Section 4.7 Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer may disburse the funds of the Corporation as may be ordered by the Board or the Chairman of the Board, taking proper vouchers for such disbursements, and shall render to the Board at its regular meetings, or when the Board so requires, an account of transactions and of the financial condition of the Corporation. The Treasurer shall perform such other duties and have such other powers as the Board or the Chairman of the Board may from time to time prescribe.

If required by the Board, the Treasurer and Assistant Treasurer, if any, shall give the Corporation a bond (which shall be renewed at such times as specified by the Board) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such person's office and for the restoration to the Corporation, in case of such person's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the Corporation.

Section 4.8 Assistant Officers. An assistant officer shall, in the absence of the officer to whom such person is an assistant or in the event of such officer's inability or refusal to act (or, if there be more than one such assistant officer, the assistant officers in the order designated by the Board or the Chairman of the Board or, in the absence of any designation, then in the order of their appointment), perform the duties and exercise the powers of such officer. An assistant officer shall perform such other duties and have such other powers as the Board or the Chairman of the Board may from time to time prescribe.

ARTICLE V
Seal

It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto. The Board may give general authority to any officer to affix the seal of the Corporation and to attest the affixing by signature.

ARTICLE VI
Form of Stock Certificate

The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock. Except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

ARTICLE VII
Representation of Shares of Other Corporations

Any and all shares of any other corporation or corporations standing in the name of the Corporation shall be voted, and all rights incident thereto shall be represented and exercised on behalf of the Corporation, as follows: (i) as the Board of the Corporation may determine from time to time, or (ii) in the absence of such determination, by the Chairman of the Board, or (iii) if the Chairman of the Board shall not vote or otherwise act with respect to the shares, by the President. The foregoing authority may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

ARTICLE VIII
Transfers of Stock

Upon surrender of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE IX
Lost, Stolen or Destroyed Certificates

The Corporation may direct a new certificate or certificates of stock or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE X
Record Date

Subject to Section 2.11, the Board may fix in advance a date, which shall not be more than sixty days nor less than ten days preceding the date of any meeting of stockholders, nor more than sixty days prior to any other action other than a consent, as a record date for the determination of stockholders entitled to notice of or to vote at any such meeting and any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise the rights in respect of any change, conversion or exchange of stock, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

ARTICLE XI
Registered Stockholders

The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by applicable law.

ARTICLE XII
Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board.

ARTICLE XIII
Amendments

Subject to any contrary or limiting provisions contained in the Restated Certificate of Incorporation, these Bylaws may be amended or repealed, or new Bylaws may be adopted (a) by the affirmative vote of the holders of at least a majority of the Common Stock of the Corporation, or (b) by the affirmative vote of the majority of the Board at any regular or special meeting. Any Bylaws adopted or amended by the stockholders may be amended or repealed by the Board or the stockholders.

ARTICLE XIV
Dividends

Section 14.1 Declaration. Dividends on the capital stock of the Corporation, subject to the provisions of the Restated Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock.

Section 14.2 Set Aside Funds. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall determine to be in the best interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XV
Indemnification and Insurance

Section 15.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of Delaware, as the same exist or may hereafter be amended, against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such

director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 15.2 Right of Claimant to Bring Suit. If a claim under Section 15.1 of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Section 15.3 Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 15.4 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

Section 15.5 Expenses as a Witness. To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 15.6 Indemnity Agreements. The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware law.

CERTIFICATE OF SECRETARY
OF
POWER-ONE, INC.,
a Delaware corporation

I hereby certify that I am the duly elected and acting Secretary of Power-One, Inc., a Delaware corporation, and that the foregoing Amended and Restated Bylaws, comprising pages, constitute the Amended and Restated Bylaws of said corporation as duly adopted by the Board on January 25, 2002.

/s/ RANDALL H. HOLLIDAY

Name: Randall H. Holliday
Title: Secretary

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AMENDED AND RESTATED BYLAWS OF POWER-ONE, INC., a Delaware corporation
CERTIFICATE OF SECRETARY OF POWER-ONE, INC., a Delaware corporation
EX-10.2 4 a2074544zex-10_2.htm AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
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Exhibit 10.2

POWER-ONE, INC

AMENDED AND RESTATED

1996 STOCK INCENTIVE PLAN

(As Amended and Restated January 25, 2002)

TABLE OF CONTENTS

	Page
1.	THE PLAN		1
	1.1	Purpose	1
	1.2	Administration	1
	1.3	Participation	2
	1.4	Shares Subject to the Plan	2
	1.5	Grant of Awards	3
	1.6	Exercise of Awards	3
	1.7	Payment Forms	3
	1.8	Cashless Exercises	3
	1.9	Award Period	4
	1.10	No Transferability; Limited Exception to Transfer Restrictions	4
	1.11	Options Granted by Subsidiaries	4
2.	OPTIONS.		4
	2.1	Grants	4
	2.2	Option Price	5
	2.3	Option Period	5
	2.4	Exercise of Options	5
	2.5	Limitations on Grant of ISOs	5
	2.6	Limits on 10% Holders	5
	2.7	Option Repricing/Cancellation and Regrant/Waiver	5
	2.8	Options and Rights in Substitution for Stock Options Granted by Other Corporations	6
3.	STOCK APPRECIATION RIGHTS		6
	3.1	Grants	6
	3.2	Exercise of Stock Appreciation Rights	6
	3.3	Payment	6
	3.4	Limited Stock Appreciation Rights	7
4.	RESTRICTED STOCK AWARDS		7
	4.1	Grants	7
	4.2	Restrictions and Rights	7
	4.3	Return to the Corporation	7

5.	STOCK BONUSES, OTHER CASH OR STOCK PERFORMANCE-BASED AWARDS, DEFERRED PAYMENTS AND DIVIDEND EQUIVALENT RIGHTS		8
	5.1	Grants of Stock Bonuses	8
	5.2	Other Performance-Based Awards	8
	5.3	Deferred Payments	9
	5.4	Dividend Equivalent Rights	9
6.	STOCK UNITS		9
	6.1	Grants	9
	6.2	Other Provisions	9
7.	NON-EMPLOYEE DIRECTOR OPTIONS.		10
	7.1	Participation	10
	7.2	Option Grants	10
	7.3	Option Price	11
	7.4	Option Period and Exercisability	11
	7.5	Termination of Directorship	11
	7.6	Adjustments; Acceleration; Termination	11
	7.7	Non-Citizen Non-Employee Directors	12
	7.8	Prior Option Grants	12
8.	OTHER PROVISIONS		12
	8.1	Rights of Eligible Persons, Participants and Beneficiaries	12
	8.2	Adjustments; Acceleration; Possible Early Termination of Awards	13
	8.3	Termination of Employment	14
	8.4	Compliance With Laws	15
	8.5	Tax Withholding	15
	8.6	Amendment, Termination and Suspension	15
	8.7	Privileges of Stock Ownership	16
	8.8	Effective Date of the Plan	16
	8.9	Term of the Plan	16
	8.10	Governing Law/Construction/Severability	16
	8.11	Captions	17
	8.12	Non-Exclusivity of Plan	17
9.	DEFINITIONS		17
	9.1	Definitions	17

POWER-ONE, INC.
AMENDED AND RESTATED
1996 STOCK INCENTIVE PLAN

(As Amended and Restated January 25, 2002)

1. THE PLAN.

1.1 Purpose. The purpose of this Power-One, Inc. Amended and Restated 1996 Stock Incentive Plan (referred to herein as the "Plan" and formerly known as the Power-One, Inc. 1996 Stock Incentive Plan) is to promote the success of the Company by providing equity incentives to attract, motivate and retain key personnel and to attract, motivate and retain experienced and knowledgeable non-employee directors. Capitalized terms are defined in Article 9.

1.2 Administration.

1.2.1 Committee. This Plan shall be administered by and all awards to Eligible Persons shall be authorized by the Committee, acting by a majority vote or by written consent of its members. The Committee may delegate ministerial, non-discretionary functions to third parties, including officers or employees of the Company, except as specifically provided in this Plan. Further, the Committee may delegate (i) to the Chief Executive Officer, for so long as such officer is a director, the ability to grant options of limited amount and in specific circumstances, as set forth in this Plan, or (ii) to the Board of Directors of any Subsidiary the ability to grant Options to a Non-Citizen Non-Employee Director in accordance with Section 7.7 of the Plan.

1.2.2 Powers of Committee. Subject to the express provisions of this Plan, the Committee shall have the authority:

(a) to determine from among those persons eligible, the particular Eligible Persons who will receive Awards; provided that with respect to the grant of an option to an individual who is not an officer or director, the determination of an Eligible Employee and the number of shares to be covered by an option may be determined by the Chairman of the Board; and provided further, that (i) the maximum number of shares that may be granted under stock options by the Chairman of the Board in each fiscal year shall be limited to an aggregate amount determined by the Compensation Committee, (ii) options granted by the Chairman of the Board may only be granted pursuant to the standard and appropriate grant agreements of the Company, (iii) no grant shall be issued below Fair Market Value, and (iv) no grant shall be made retroactively;

(b) to grant Awards to Eligible Persons, determine the price at which securities will be offered or awarded and the amount of securities to be offered or awarded to any of such persons, and determine the other specific terms and conditions of such Awards consistent with the express limits of this Plan, and establish the installments (if any) in which such Awards shall become exercisable or shall vest, or determine that no delayed exercisability or vesting is required, and establish the events of termination or reversion of such Awards; provided that with respect to the grant of an option by the Chairman of the Board as permitted by Section 1.2.2(a), all of the actions described in this paragraph may be exercised by the Chairman of the Board, so long as such officer is serving as a director of the Corporation, If such grants are made by the Chairman of the Board, he shall place a memorandum in the records of the Compensation Committee setting forth the names of the person being granted options, the number of options, and the date of grant. All such grants shall be communicated in writing to the Compensation Committee on a monthly basis;

(c) to approve the forms of Award Agreements (which need not be identical either as to type of award or among Participants);

(d) to construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation and Participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan;

(e) to cancel, modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards held by Eligible Persons, subject to any required consent under Section 8.6;

(f) to accelerate or extend the exercisability or extend the term of any or all such outstanding Awards within the maximum term of Awards under Section 1.9;

(g) to determine the effect, in any, on a Participant's rights during or following a leave of absence; and

(h) to make all other determinations and take such other action as contemplated by this Plan or as may be necessary or advisable for the administration of this Plan and the effectuation of its purposes.

Notwithstanding the foregoing, the provisions of Article 7 relating to Non-Employee Director Awards shall be automatic (except as provided therein) and, to the maximum extent possible, self-effectuating.

1.2.3 Binding Determinations; Reliance. Any action taken by, or inaction of, the Corporation, the Board or the Committee relating to or pursuant to this Plan shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. No member of the Board or Committee, or officer of the Corporation or any Subsidiary, shall be liable for any such action or inaction. In making any determination or not taking any action under this Plan, the Committee or the Board, as the case may be, may obtain and may rely upon the advice of counsel, accountants and other experts or professional advisors to the Company and such determination shall be conclusive.

1.2.4 Committee Membership. Subject to the requirements of the definition of Committee contained in Article 9, the Board may, at any time (a) change the number of members of the Committee, (b) remove from membership on the Committee all or any of its members, (c) fill any vacancy existing on the Committee, whether caused by removal, resignation or otherwise, or (d) change or assume the administration of this Plan.

1.2.5 Awards to Committee Members. Any Award issued to a member of the Committee (other than under Article 7) shall be subject to approval or ratification by the Board.

1.3 Participation. Awards other than under Article 7 may be granted by the Committee only to those persons that the Committee determines to be Eligible Persons. An Eligible Person who has been granted an Award may, if otherwise eligible, be granted additional Awards.

1.4 Shares Subject to the Plan.

1.4.1 Shares. Subject to the provisions of Section 8.2, the capital stock that may be delivered under this Plan shall be shares of the Corporation's authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. The Shares may be delivered for any lawful consideration.

(a) Aggregate Limit. The maximum number of Shares subject to outstanding Awards granted to Eligible Persons under this Plan and available for additional Awards under this Plan shall equal 2,000,000 plus 20% of the difference between (i) the number of Shares outstanding on each December 31 beginning on December 31, 1997 and (ii) the largest number of Shares outstanding on any previous December 31; provided, however, that the

above equation shall never result in a decrease in the maximum number of shares available under this Plan.

(b) ISO Limit.The maximum number of Shares that may be delivered pursuant to ISOs granted to Eligible Persons under this Plan shall not exceed 1,000,000 Shares.

(c) Individual Limit. The maximum number of Shares subject to those Options, Stock Appreciation Rights and other Awards payable in Shares or alternatively in Shares or cash that are granted during any calendar year to any one individual shall be limited to 500,000.

(d) Adjustment. Each of the foregoing specific Share limits in this Section 1.4.1 shall be subject to adjustment as contemplated by Section 1.4.2 and Section 8.2.

1.4.2 Calculation of Available Shares and Replenishment. If any Option, Stock Appreciation Right, or other right to acquire Shares under or receive cash or Shares in respect of an Award lapses or terminates without having been exercised in full, or any Shares subject to a Restricted Stock Award or other Award do not vest or are not delivered, the unpurchased, unvested or undelivered Shares will again be available for purposes of this Plan. The foregoing sentence does not apply to any Shares withheld under Section 8.5.

1.5 Grant of Awards. Subject to the express provisions of this Plan, the Committee, and only to the extent permitted by Section 1.2.2, the Chief Executive Officer of the Corporation, will determine the Eligible Persons to whom Awards will be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares or the Award and, in addition to matters addressed in Section 1.2.2, the specific objectives, goals and performance criteria that further define the terms of any performance-based award. Each Award shall be evidenced by an Award Agreement signed by the Corporation and, if required by the Committee, by the Participant. The Award Agreement shall set forth or may incorporate by reference the material terms and conditions of the Award established by the Committee consistent with the specific provisions of this Plan. Unless a later date is specified by the Committee in the applicable Award Agreement, the grant of an Award is made on the Award Date.

1.6 Exercise of Awards. An exercisable Award will be deemed to be exercised when the Secretary of the Corporation receives an executed Exercise Agreement from the Participant, together with payment of any required Purchase Price in accordance with Section 1.7, 1.8, or 7.3, as the case may be. Awards of Shares are exercisable only for and payable only in whole shares. Fractional shares will be disregarded for all purposes under this Plan.

1.7 Payment Forms. The Purchase Price of each Award (if any) must be paid in full at the time of each purchase in one or a combination of the following methods, to the extent authorized by the Committee or set forth in the Award Agreement: (a) cash or cashier's check payable to the Corporation, (b) if the Committee approves, a Note, or (c) by Shares already owned by the Participant, subject to any conditions (including holding periods) that the Committee may impose. Any Shares delivered that were initially acquired upon exercise of an Award must have been owned by the Participant at least six months as of the date of delivery. Shares used to satisfy the Purchase Price or (if authorized by the Committee) applicable tax withholding will be valued at their Fair Market Value on the exercise or purchase date.

1.8 Cashless Exercises. Award Agreements may also provide that an Option or similar right may be exercised and payment can be made by delivering a properly executed exercise notice to the Corporation, together with irrevocable instructions to a bank or broker to promptly deliver to the Corporation the amount of sale proceeds necessary to pay the Purchase Price and, unless otherwise provided by the Committee, any applicable tax withholding under Section 8.5. The date of exercise will be deemed to be the date the Corporation receives the proceeds.

1.9 Award Period. Any Option, Stock Appreciation Right, or similar right shall expire and other Awards shall either vest or be forfeited not more than 10 years after the date of grant; provided, however, that any right to payment of cash or delivery of stock that has vested pursuant to an Award may be delayed until a future date if specifically authorized by the Committee in writing.

1.10 No Transferability; Limited Exception to Transfer Restrictions.

1.10.1 Limit on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 1.10, by applicable law and by the Award Agreement, as the same may be amended, (i) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; Awards shall be exercised only by the Participant; and (ii) amounts payable or shares issuable pursuant to an Award shall be delivered only to (or for the account of) the Participant.

1.10.2 Exceptions. The Committee may permit Awards to be exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant's family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant's immediate family and/or charitable institutions, or to such other persons or entities as may be approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration). Notwithstanding the foregoing, ISOs and Restricted Stock Awards shall be subject to any and all additional transfer restrictions under the Code.

1.10.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 1.10.1 shall not apply to:

(a) transfers to the Corporation,

(b) the designation of a beneficiary to receive benefits in the event of the Participant's death or, if the Participant has died, transfers to or exercise by the Participant's beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by his or her legal representative, or

(e) the authorization by the Committee of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with applicable laws and the express authorization of the Committee.

1.11 Options Granted by Subsidiaries. Notwithstanding anything in this Article 1 to the contrary, with respect to Options granted to a Non-Citizen Non-Employee Director by any Subsidiary pursuant to Section 7.7, the Board of Directors of such Subsidiary shall have all of the powers of the Committee specified in Section 1.2.2, and the Subsidiary and the Secretary thereof shall perform the responsibilities required to be performed by the Corporation and the Secretary of the Corporation contained in this Article 1.

2. OPTIONS.

2.1 Grants. One or more Options may be granted under this Section 2 to any Eligible Person. Each Option granted shall be designated by the Committee as either a NQSO or an ISO, and such intent will be indicated in the Award Agreement. ISOs may be granted only to Eligible Persons who

are employed by the Corporation or a corporation that is a "parent" or "subsidiary" corporation within the meaning of Sections 424(e) and 424(f) of the Code, respectively.

2.2 Option Price. The Purchase Price per Share covered by each Option shall be determined by the Committee at the time of the Award. In the case of ISOs the Purchase Price per Share must be at least 100% (110% in the case of persons described in Section 2.6) of the Fair Market Value of the Shares on the Award Date and in all cases shall not be less than the minimum consideration required under applicable law.

2.3 Option Period. Subject to Section 1.9, each Option will expire on a date determined by the Committee, but not later than 10 years after the Award Date, and will be subject to earlier termination as set forth in this Plan or the Award Agreement.

2.4 Exercise of Options. An Option may become exercisable, in whole or in part, on the date or dates specified in the Award Agreement and thereafter will remain exercisable until the earlier of the expiration or termination of the Option, or as otherwise set forth in this Plan or the related Award Agreement. At least 100 Shares must be purchased at one time unless the number purchased is the total number at the time available for purchase under the Option.

2.5 Limitations on Grant of ISOs.

2.5.1 $100,000 Limit. To the extent that the aggregate "Fair Market Value" of stock with respect to which incentive stock options first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to incentive stock options under all other plans of the Company, such options shall be treated as NQSOs. For this purpose, the "Fair Market Value" of the stock subject to options shall be determined as of the date the options were awarded. In reducing the number of options treated as incentive stock options to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Committee may, in the manner and to the extent permitted by law, designate which Shares are to be treated as shares acquired pursuant to the exercise of an ISO.

2.5.2 Other Code Limits. ISOs may only be granted to employees of the Corporation or a Subsidiary that satisfies the other eligibility requirements of the Code and shall include such other terms and conditions as from time to time are required in order that the Option be an "incentive stock option" as defined in Section 422 of the Code.

2.6 Limits on 10% Holders. No ISO may be granted to any person who, at the time the Option is granted, owns (or is deemed to own under Section 424(d) of the Code) Shares possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the Purchase Price of such Option is at least 110% of the Fair Market Value of the stock subject to the Option and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted.

2.7 Option Repricing/Cancellation and Regrant/Waiver. Subject to Section 1.4 and Section 8.6 and the specific limitations on Awards contained in this Plan, the Committee from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person any adjustment in the exercise or purchase price, the vesting schedule, the number of shares subject to, the restrictions upon or the term of, an Award granted under this Article 2 by cancellation of an outstanding Award and a subsequent regranting of an Award, by amendment, by substitution of an outstanding Award, by waiver or by other legally valid means. Such amendment or other action may result among other changes in an exercise or purchase price which is higher or lower than the exercise or purchase price of the original or prior Award, provide for a greater or lesser number of shares subject to the Award, or provide for a longer or shorter vesting or exercise period.

2.8 Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options and Stock Appreciation Rights may be granted to Eligible Persons under this Plan in substitution for employee stock options granted by other entities to persons who are or who will become Eligible Persons in respect of the Company, in connection with a distribution, merger or reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company, directly or indirectly, of all or a substantial part of the stock or assets of the other entity.

3. STOCK APPRECIATION RIGHTS.

3.1 Grants. In its discretion, the Committee may grant Stock Appreciation Rights to any Eligible Person either concurrently with the grant of another Award or in respect of an outstanding Award, in whole or in part, or independently of any other Award. A Stock Appreciation Right granted concurrently with the grant of another Award may extend to all or a portion of the Shares covered by the related Award. A Stock Appreciation Right will entitle the Participant to holds the related Award, upon exercise of the Stock Appreciation Right and surrender of the related Award, or portion thereof, to receive payment of an amount determined pursuant to Section 3.3. Any Stock Appreciation Right granted in connection with an ISO shall contain such terms as may be required to comply with the provisions of Section 422 of the Code and the regulations promulgated thereunder, unless the holder otherwise agrees.

3.2 Exercise of Stock Appreciation Rights.

3.2.1 Exercisability. Unless the Award Agreement or the Committee provides otherwise, a Stock Appreciation Right related to another Award shall be exercisable only at such time or times, and to the extent, that the related Award is exercisable.

3.2.2 Effect on Available Shares. Unless the Committee otherwise provides, to the extent that a Stock Appreciation Right is exercised, the number of Shares theretofore subject to a related Award shall be charged against the maximum number of Shares that may be issued pursuant to Awards. The number of Shares subject to the Stock Appreciation Right and the related Award will also be reduced by such number of shares. If a Stock Appreciation Right granted concurrently with an Award extends to fewer than all the Shares covered by the related Award, and if a portion of the related Award is subsequently exercised, the number of Shares subject to the unexercised Stock Appreciation Right will be reduced only to the extent that the remaining number of Shares covered by such related Award is less than the remaining number of Shares subject to the Stock Appreciation Right.

3.2.3 Independent Stock Appreciation Right. A Stock Appreciation Right granted independently of any other Award shall be exercisable pursuant to the terms of the applicable Award Agreement.

3.3 Payment.

3.3.1 Amount. Unless the Committee otherwise provides, upon exercise of a Stock Appreciation Right and the attendant surrender of an exercisable portion of any related Award, the Participant shall be entitled to receive payment of an amount determined by multiplying:

(a) the difference obtained by subtracting the Purchase Price per share of Common Stock under the related Award (if applicable) or the initial base price or share value specified in the Award from the Fair Market Value of a share of Common Stock on the date of exercise of the Stock Appreciation Right, by

(b) the number of Shares with respect to which the Stock Appreciation Right shall have been exercised.

3.3.2 Form of Payment. The Committee, in its sole discretion, shall determine the form in which payment shall be made of the amount determined under paragraph (a) above, either solely in cash, solely in Shares (valued at Fair Market Value on the date of exercise of the Stock

Appreciation Right), or partly in Shares and partly in cash, on a current or deferred basis as may be authorized by the Committee, consistent with the terms of this Plan. If the Committee permits the Participant to elect to receive cash or Shares (or a combination thereof) on such exercise, or to use Shares to pay any applicable withholding taxes payable, any such election shall be subject to such conditions as the Committee may impose.

3.4 Limited Stock Appreciation Rights. The Committee may grant to any Eligible Person Stock Appreciation Rights exercisable only upon or in respect of a change in control or any other specified event ("Limited SARs") and such Limited SARs may relate to or operate in tandem or combination with or substitution for Options, other Stock Appreciation Rights or other Awards (or any combination thereof), and may be payable in cash or shares based on the spread between the base price of the Stock Appreciation Right and a price based upon the Fair Market Value of the Shares during a specified period or at a specified time within a specified period before, after or including the date of such event.

4. RESTRICTED STOCK AWARDS.

4.1 Grants. The Committee may, in its discretion, grant one or more Restricted Stock Awards to any Eligible Person. Each Restricted Stock Award Agreement shall specify the number of Shares to be issued to the Participant, the date of such issuance, the consideration for such shares (but not less than the minimum lawful consideration under applicable state law) by the Participant, the extent (if any) to which and the time (if ever) at which the Participant shall be entitled to dividends, voting and other rights in respect of the shares prior to vesting, and the restrictions (which may be based on performance criteria, passage of time or other factors or any combination thereof) imposed on such shares and the conditions of release or lapse of such restrictions. Such restrictions shall not lapse earlier than six months after the Award Date, except to the extent the Committee may otherwise provide. Stock certificates evidencing shares of Restricted Stock pending the lapse of the restrictions ("Restricted Shares") shall bear a legend making appropriate reference to the restrictions imposed hereunder and shall be held by the Corporation or by a third party designated by the Committee until the restrictions on such shares shall have lapsed and the shares shall have vested in accordance with the provisions of the Award and Section 1.9. Upon issuance of the Restricted Stock Award, the Participant may be required to provide such further assurance and documents as the Committee may require to enforce the restrictions.

4.2 Restrictions and Rights.

4.2.1 Pre-Vesting Restraints. Except as provided in Sections 4.1 and 1.10, restricted shares comprising any Restricted Stock Award may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions on such shares have lapsed and the shares have become vested.

4.2.2 Dividend and Voting Rights. Unless otherwise provided in the applicable Award Agreement, a Participant receiving a Restricted Stock Award shall be entitled to cash dividends and voting rights for all Shares issued even though they are not vested, provided that such rights shall terminate immediately as to any Restricted Shares that cease to be eligible for vesting.

4.2.3 Cash Payments. If the Participant shall have paid cash or other property in respect of the Restricted Stock Award, the Award Agreement shall specify whether and to what extent such cash or other property shall be returned (with or without an earnings factor) as to any restricted Shares that cease to be eligible for vesting.

4.3 Return to the Corporation. Unless the Committee otherwise expressly provides, restricted shares that remain subject to restrictions at the time of termination of employment or are subject to other conditions to vesting that have not been satisfied by the time specified in the applicable Award Agreement shall not vest and shall be returned to the Corporation as therein provided.

5. STOCK BONUSES, OTHER CASH OR STOCK PERFORMANCE-BASED AWARDS, DEFERRED PAYMENTS AND DIVIDEND EQUIVALENT RIGHTS.

5.1 Grants of Stock Bonuses. The Committee may grant a Stock Bonus to any Eligible Person to reward exceptional or special services, contributions or achievements in the manner and on such terms and conditions (including any restrictions on such shares) as determined from time to time by the Committee. The number of shares so awarded shall be determined by the Committee. The Award may be granted independently or in lieu of a cash bonus. Notwithstanding Section 1.9 and anything contained in Section 5.2 to the contrary, Awards pursuant to this Section 5.1 for past service need not include any minimum vesting requirement.

5.2 Other Performance-Based Awards.

5.2.1 General Provisions. Without limiting the generality of the foregoing, and in addition to qualifying awards granted under other provisions of this Plan (i.e., Options or Stock Appreciation Rights granted with an exercise price not less than Fair Market Value at the applicable date of grant for Section 162(m) purposes to Eligible Persons who are either salaried employees or officers ("Presumptively Qualifying Awards")), other cash or stock-related performance-based awards, including "performance-based" awards within the meaning of Section 162(m) ("Performance-Based Awards"), whether in the form of restricted stock, performance stock, phantom stock, stock units, or Dividend Equivalent Rights, or other rights, whether or not related to stock values or appreciation, and whether payable in cash, Common Stock, or a combination thereof, may be granted under this Plan. If the Award (other than a Presumptively Qualifying Award) is intended as performance-based compensation under Section 162(m) and is not entitled to the benefits of Section 1.162-27(f) of the regulations thereunder, the vesting or payment thereof shall be based on the performance of the Company on a consolidated, segment, subsidiary, or division basis with reference to one or more of the following business criteria (the "criterion"): funds from operations, EBITDA, stock appreciation, total stockholder return, net earnings (before or after taxes), cash flow, return on equity or on assets or on net investment, or cost containment or reduction. To the extent so defined, these terms are used as applied under generally accepted accounting principles and in the Company's financial reporting. To qualify Awards as performance-based under Section 162(m), the applicable business criteria and specific performance goal or goals ("targets") must be established and approved by the Committee during the first 90 days of the year (or before one-quarter of the performance measurement period has elapsed, if such period exceeds one year) and while the performance relating to such targets remains substantially uncertain within the meaning thereof. The applicable performance measurement period may not be less than one nor (except as provided in Section 1.9) more than 10 years. The Committee is not, however, limited to the grant of this type of performance-based awards.

5.2.2 Maximum Award. Grants or awards under this Section 5.2 may be paid in cash or Shares or any combination thereof. In no event shall grants of stock-related Awards made in any calendar year to any Eligible Employee under this Plan relate to more than 500,000 Shares. In no event shall grants to any Eligible Employee under this Plan of Awards payable only in cash and not related to stock provide for payment of more than $5,000,000.

5.2.3 Committee Certification. Except as otherwise permitted to qualify as performance-based compensation under Section 162(m), before any Performance-Based Award under this Section 5.2 is paid, the Committee must certify that the performance standard, target(s), and the other material terms of the Performance-Based Award were in fact satisfied.

5.2.4 Terms and Conditions of Awards. The Committee will have discretion to determine the restrictions or other limitations of the individual Awards under this Section 5.2, including the authority to reduce Awards, to determine payout schedules and the extent of vesting or to pay no Awards, in its sole discretion, if the Committee preserves such authority at the time of grant by

language to this effect in its authorizing resolutions or otherwise. The Committee may provide that in the event a Participant terminates employment or service for any one or more reasons during any year, the Participant shall forfeit all rights to any Award for that year.

5.2.5 Adjustments for Material Changes. Performance goals or other features of an Award under this Section 5.2 may provide that they (a) shall be adjusted to reflect a change in corporate capitalization, a corporate transaction (such as a reorganization, combination, separation, or merger) or a complete or partial corporate liquidation, or (b) shall be calculated either without regard for or to reflect any change in accounting policies or practices affecting the Company and/or the business criteria or performance goals or targets, or (c) shall be adjusted for any other circumstances or event, or (d) any combination of (a) through (c), but only to the extent in each case that such adjustment or determination in respect of Performance-Based Awards would be consistent with the requirements of Section 162(m) to qualify as performance-based compensation.

5.3 Deferred Payments. The Committee may authorize for the benefit of any Eligible Person the deferral of any payment of cash or shares that may become due or of cash otherwise payable under this Plan, and provide for the crediting of benefits thereon based upon such deferment, at the election or at the request of such Participant, subject to the other terms of this Plan. Such deferral shall be subject to such further conditions, restrictions or requirements as the Committee may impose, subject to any then vested rights of Participants.

5.4 Dividend Equivalent Rights. In its discretion, the Committee may grant to any Eligible Person Dividend Equivalent Rights concurrently with the grant of any Option, Restricted Stock, Stock Unit, or other stock-based Award, on such terms as set forth by the Committee in the Award Agreement. Dividend Equivalent Rights shall be based on all or part of the amount of dividends declared on Shares and shall be credited as of the dividend payment dates, during the period between the date of grant (or such later date as the Committee may set) and the date the stock-based Award is exercised or expires (or such earlier date as the Committee may set), as determined by the Committee. Dividend Equivalent Rights shall be payable in cash or Shares, or (to the extent permitted by law) may be subject to such conditions, not inconsistent with Section 162(m) (in the case of Options or Stock Appreciation Rights, or other Awards intended to satisfy its conditions with respect to deductibility), as may be determined by the Committee.

6. STOCK UNITS.

6.1 Grants. Subject to such rules and procedures as the Committee may establish from time to time, the Committee may, in its discretion, authorize a Stock Unit Award or the crediting of Stock Units pursuant to the terms of this Plan and any applicable deferred compensation plan maintained by the Corporation, permit an Eligible Person to irrevocably elect to defer or receive in Stock Units all or a portion of any Award hereunder, or may grant Stock Units in lieu of, in exchange for, in respect of, or in addition to any other Award under this Plan or any other stock option plan or deferred compensation plan of the Corporation. The specific terms, conditions and provisions relating to each Stock Unit grant or election, including the form of payment to be made at or following the vesting thereof, shall be set forth in or pursuant to the applicable deferred stock Award Agreement and the applicable deferred compensation plan of the Company, in form substantially as approved by the Committee.

6.2 Other Provisions. The Committee shall determine, among other terms of a Stock Unit grant or Award, the form of payment of Stock Units, whether in cash, Shares, or other consideration (including any other Award) or any combination thereof, the valuation of the Stock Units or any non-cash payment for the purpose of the Award, and the applicable vesting and payout provisions of the Stock Units. The Committee in the applicable Award Agreement or the relevant deferred compensation plan of the Company may permit the Participant to elect the form and time of payout of the vested Stock Units on such conditions or subject to such procedures as the Committee may impose,

and may permit Stock Unit offsets or other provision for payment of any applicable taxes that may be due on the crediting, vesting or payment in respect of the Stock Units.

7. NON-EMPLOYEE DIRECTOR OPTIONS.

7.1 Participation. Awards under this Article 7 shall be made only to Non-Employee Directors and shall be evidenced by Award Agreements substantially in the form of Exhibit A hereto.

7.2 Option Grants.

7.2.1 Time of Initial Award. Subject to Section 7.2.5, if any person who is not, immediately prior to his or her appointment or election, an officer or employee of the Company shall become a Non-Employee Director of the Corporation after May 14, 2002, there shall be granted automatically to such person (without any action by the Board or Committee) a NQSO, the Award Date of which shall be the date such person takes office, to purchase 30,000 shares of Common Stock, unless the Board otherwise provides in advance of such appointment or election.

7.2.2 Subsequent Annual Awards. Subject to Section 7.2.5, each Non-Employee Director shall be granted automatically (without any action by the Committee or the Board) a NQSO to purchase 10,000 shares of Common Stock immediately following each annual stockholders meeting during the term of this Plan commencing with the year 2003; provided, however, that a Non-Employee Director shall be granted an Option pursuant to this Section 7.2.2 with respect to a particular annual stockholders meeting only if (i) the Non-Employee Director continues in office after such annual stockholders meeting, and (ii) the Non-Employee Director has served on the Board for not less than 180 days prior to the first day of the month in which such annual stockholders meeting occurs. The Award Date of each such NQSO shall be the date of the related annual stockholders meeting.

7.2.3 Annual Committee Member Awards. Immediately following each annual stockholders meeting during the term of this Plan commencing with the year 2002 and subject to Section 7.2.5, each Non-Employee Director then continuing in office and who then serves as a member of either the Audit Committee of the Board or the Compensation Committee of the Board shall be granted automatically (without any action by the Committee or the Board) a NQSO to purchase 5,000 shares of Common Stock immediately following such annual stockholders meeting. A Non-Employee Director who is a member of both the Audit and Compensation Committees shall be eligible for two grants under this Section 7.2.3—one grant with respect to the director's membership on each such committee. The Award Date of each NQSO granted pursuant to this Section 7.2.3 shall be the date of the related annual stockholders meeting.

7.2.4 Special 2002 Award. Subject to Section 7.2.5, each Non-Employee Director continuing in office after the Company's 2002 annual stockholders meeting shall be granted automatically (without any action by the Committee or the Board) a NQSO to purchase 30,000 shares of Common Stock immediately following such annual stockholders meeting. The Award Date of each such NQSO shall be the date of the 2002 annual stockholders meeting.

7.2.5 Maximum Number of Options/Shares. Grants pursuant to this Section 7.2 that would otherwise exceed the maximum number of shares under Section 1.4.1(a) shall be prorated within such limitation.

7.3 Option Price. The purchase price per share of the Common Stock covered by each Option granted pursuant to Section 7.2 hereof shall be 100 percent of the Fair Market Value of the Common Stock on the Award Date. The exercise price of any Option granted under this Article 7 shall be paid in full at the time of each purchase in cash or by check or in Shares valued at their Fair Market Value on the date of exercise of the Option, or partly in such Shares and partly in cash, provided that any Shares used in payment shall have been owned by the Participant at least six months prior to the date of exercise unless the Board otherwise permits. In addition, an Option granted under this Article 7 may be exercised and payment can be made in accordance with the cashless exercise provisions contained in Section 1.8.

7.4 Option Period and Exercisability. Each Option granted under this Article 7 and all rights or obligations thereunder shall expire ten years after the Award Date and shall be subject to earlier termination as provided below. Each Option granted under Section 7.2.1 or 7.2.4 shall become exercisable as to 33¹/3% of the total number of shares subject thereto on each of the following dates: (i) the earlier of the first anniversary of the Award Date or the annual stockholders meeting that occurs in the year following the year of the Award Date, (ii) the earlier of the second anniversary of the Award Date or the annual stockholders meeting that occurs in the second year following the year of the Award Date, or (iii) the earlier of the third anniversary of the Award Date or the annual stockholders meeting that occurs in the third year following the year of the Award Date; in each case subject to Sections 7.5 and 7.6. Subject to Sections 7.5 and 7.6, each Option granted under Section 7.2.2 or 7.2.3 shall become exercisable as to 100% of the total number of shares subject thereto on the earlier of the first anniversary of the Award Date or the annual stockholders meeting that occurs in the year following the year of the Award Date.

7.5 Termination of Directorship. If a Non-Employee Director's services as a member of the Board terminate for any reason other than upon or because of an Event, any portion of an Option granted pursuant to this Article 7 which is not then exercisable shall terminate. Subject to Section 7.6, any portion of the Option which is then exercisable may be exercised for one year after the termination of service in the case of a termination because of death, Total Disability, or Retirement, or for three months after the date of termination of service in all other cases, and shall then terminate, but in no event may the Option be exercised after the expiration of the stated ten-year term of the Option. If a Non-Employee Director's services as a member of the Board terminate upon or because of an Event, an Option granted pursuant to this Article 7 and then held by such Participant may (as provided in or pursuant to Section 7.6) immediately become and, subject to Section 7.6, remain exercisable for three months after the date of such termination or until the expiration of the stated term of the Option, whichever first occurs, and shall then terminate.

7.6 Adjustments; Acceleration; Termination. Options granted under this Article 7 will be subject to adjustments, acceleration, and termination as provided in Section 8.2, but only to the extent that such adjustment and any Board or Committee action in respect thereof in the case of an Event is effected pursuant to the terms of a reorganization agreement approved by the stockholders of the Corporation or is otherwise consistent with adjustments to Options held by persons other than executive officers or directors of the Corporation (or, if there are none, consistent in respect of the

underlying Shares, with the effect on or rights offered to stockholders generally). To the extent that any Option granted under this Article 7 is not exercised prior to a dissolution of the Corporation or a merger or other corporate event that the Corporation does not survive, and no provision is (or consistent with the provisions of this Plan can be) made for the assumption, conversion, substitution or exchange of the Option, the Option will terminate upon the occurrence of the event. The Participant, however, shall be entitled to the benefits of any alternative settlement of the Option in such circumstances, as contemplated by Section 8.2.

7.7 Non-Citizen Non-Employee Directors. Notwithstanding anything in Section 7.2 to the contrary, grants of Options to Non-Employee Directors who are non-citizens and non-residents of the United States (a "Non-Citizen Non-Employee Director") shall not be automatic and shall be made in accordance with this Section 7.7. Any Non-Citizen Non-Employee Director shall either be granted the same Options by the Committee as are granted to Non-Employee Directors pursuant to Section 7.2, or the Committee or the Board shall authorize the Board of Directors of any Subsidiary to grant Options for the purpose and on terms and conditions that are substantially equivalent to those provided in Section 7.2; provided, however, that the Board, Committee, or Board of Directors of a Subsidiary, as applicable, may determine that one or more grants of such Options to a Non-Citizen Non-Employee Director shall be on terms that are more restrictive to the director than the terms set forth above in this Article VII with respect to Non-Employee Director Option grants generally (for example, and without limitation, Option grants to a Non-Citizen Non-Employee Director may be granted with a maximum term of less than ten years, and/or a longer vesting schedule than the schedule contemplated by Section 7.4).

7.8 Prior Option Grants. Options granted under this Article 7 prior to this restatement of the Plan shall be governed by the provisions of this Article 7 as previously in effect. If Options are granted pursuant to Section 7.2.4 in connection with the 2002 annual stockholders meeting, Non-Employee Directors who are elected at and/or who continue in office after such meeting shall have no right to any Option grant in connection with such meeting pursuant to Sections 7.2.1 and 7.2.2 nor under the provisions of those sections as in effect prior to this restatement of this Plan.

8. OTHER PROVISIONS.

8.1 Rights of Eligible Persons, Participants and Beneficiaries.

8.1.1 No Binding Commitment. Status as an Eligible Person shall not be construed as a commitment that any Award will be made under this Plan to any Eligible Person or to Eligible Persons generally.

8.1.2 No Employment Contract. Nothing contained in this Plan (or any documents relating to this Plan or to any Award) shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the Company or constitute any contract or agreement of employment or other service, nor shall interfere in any way with the right of the Company to change such person's compensation or other benefits or to terminate the services or employment of such person, with or without cause, but nothing in this Plan or any document related hereto shall adversely affect any independent contractual right of such person without his or her consent thereto.

8.1.3 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and (except as provided in Section 1.4) no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant, Beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Shares, except as expressly otherwise provided) of the Company by reason of any Award. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and

any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

8.2 Adjustments; Acceleration; Possible Early Termination of Awards.

8.2.1 Adjustments. If the outstanding Shares are changed into or exchanged for cash or a different number or kind of shares or securities of the Corporation or of another issuer, or if additional Shares or new or different securities are distributed with respect to the outstanding Shares, through a reorganization or merger to which the Corporation is a party, or through a combination, consolidation, spin off, recapitalization, reclassification, stock split, stock dividend, reverse stock split, stock consolidation or other capital change or adjustment, an appropriate adjustment will be made in the number and kind of Shares or other consideration that is subject to or may be delivered under this Plan and pursuant to outstanding Awards, the Purchase Price of outstanding Awards, performance criteria under outstanding Awards (subject to Section 5.2 and 8.10.3) and the numerical share limits set forth in Section 1.4, 5.2.2 and Article 7. In any of such events, the Committee may take such action sufficiently prior to such event if necessary or deemed appropriate to permit the Participants to realize the benefits intended to be conveyed with respect to the underlying shares on substantially the same terms as are available to stockholders generally.

8.2.2 Acceleration of Awards Upon Certain Events. Subject to the exceptions noted below, (i) each Option and Stock Appreciation Right shall become immediately exercisable, (ii) each Restricted Stock Award shall immediately vest free of restrictions, (iii) each Award under Article 5 shall become payable to the Participant, and (iv) the number of Shares covered by each Stock Unit Account shall be issued to the Participant:

(a) immediately prior to the occurrence of an Event, unless the Committee determines prior to such Event that, upon its occurrence, there shall be no acceleration of benefits under Awards or determines that only certain or limited benefits under Awards shall be accelerated and the extent to which they shall be accelerated, and/or establishes a different time in respect of such Event for such acceleration; or

(b) immediately prior to the termination by the Company of a Participant's employment or services for any reason other than for Cause (1) within two years after the occurrence of an Event with respect to which vesting has not been accelerated pursuant to Section 8.2.2(a), or (2) within 90 days prior to an Event and in express contemplation of the Event.

The Committee may override the limitations on acceleration in this Section 8.2.2 by express provision in the Award Agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve. Any acceleration of Awards shall comply with applicable regulatory requirements, including without limitation Section 422 of the Code. Any discretion with respect to these events shall be limited to the extent required by applicable accounting requirements in the case of a transaction intended to be accounted for as a pooling of interests transaction.

8.2.3 Possible Early Termination of Awards. If any Option or other right to acquire Common Stock under this Plan (except as provided under Article 7 with respect to Non-Employee Director Awards) has been fully accelerated pursuant to Section 8.2.2 but is not exercised prior to (a) a dissolution of the Corporation, or (b) an event described in Section 8.2.1 that the Corporation does not survive, or (c) the consummation of an event described in Section 8.2.1 involving an Event approved by the Board, such Option or right shall thereupon terminate, subject to any provision that has been expressly made by the Committee or the Board (through a plan of reorganization approved by the Board or otherwise) for the survival, substitution, assumption, exchange or alternative settlement of the Option or right.

8.3 Termination of Employment.

8.3.1 Options.

(a) Any Option, to the extent not exercised, will terminate and become null and void upon a Participant's termination of employment or services with the Company, except as set forth in this Section 8.3 or otherwise expressly provided in the Award Agreement. All Options shall be subject to earlier termination under Section 2.3, and any and all rights under an Option, to the extent not exercised or vested, will expire immediately upon a Participant's termination of employment or services with the Company for Cause. The Committee shall be the sole judge of Cause.

(b) Unless otherwise expressly provided in the Award Agreement, a Participant will have the following time periods to exercise Options to the extent they are exercisable on the date of the Participant's termination of employment or services with the Company:

(1) If the Participant's employment or services with the Company terminates by any reason other than death, Total Disability or Cause, the Participant will have 90 days after the date of such termination to exercise any Option;

(2) If the Participant's employment or services with the Company is terminated for Cause, the Option shall lapse immediately upon such termination.

(3) If the Participant's employment or services with the Company terminates by reason of Total Disability, or if the Participant suffers a Total Disability within 90 days after a termination of service described in Section 8.3.1(b)(1), the Participant or the Participant's Personal Representative, as the case may be, will have 180 days after the date of Total Disability (or, if earlier, date of termination), to exercise any Option;

(4) If the Participant dies while employed by or while performing services to the Company, or within 90 days after a termination of service described in Section 8.3,1(b)(1) or 8.3.1(b)(3) above, the Participant's Beneficiary may exercise, at any time within 180 days after the date of the Participant's death (or, if earlier date of termination) any Option.

8.3.2 Stock Appreciation Rights. Each Stock Appreciation Right granted concurrently with an Award will have the same termination provisions and exercisability periods as the related Award. The termination provisions and exercisability periods of any Stock Appreciation Right granted independent of an Award will be established by the Committee.

8.3.3 Restricted Stock Awards and Awards Under Article 5. If a Participant's employment or services terminates for any reason, (a) Shares subject to the Participant's Restricted Stock Award will be terminated in accordance with the related Award Agreement to the extent such Shares have not become vested on the date of such termination; and (b) any Award granted to the Participant under Article 5 will be terminated in accordance with the related Award Agreement to the extent such Award has not become vested or payable on the date of such termination.

8.3.4 Stock Units. Each Deferred Stock Alternative Exercise Agreement or other Award Agreement in respect of Stock Units shall include the applicable benefit distribution and termination provisions for the grant or Award and shall specify the form of payment and may incorporate (to the extent applicable) any terms of this Plan, another Award and/or any other deferred compensation plan under which it is governed.

8.3.5 Adjustments to Exercisable Portion. Notwithstanding the foregoing, if a Participant's employment or services with the Company terminates for any reason other than for Cause, the Committee may increase the portion of a Participant's Award exercisable to the Participant, or

Participant's Beneficiary or Personal Representative, as the case may be, and extend the applicable periods of exercise, upon such terms as the Committee determines.

8.3.6 Effect of Cessation of Subsidiary Status. If an entity ceases to be a Subsidiary, such action will be deemed for purposes of this Plan to be a termination of services or employment of each Eligible Person of that entity who does not continue as an Eligible Person of the Corporation or another Subsidiary.

8.4 Compliance With Laws. This Plan, the granting and vesting of Awards under this Plan and the offer, issuance and delivery of Shares and/or the payment of money or other benefits under this Plan or under Awards granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the judgment of the Committee, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure compliance with all applicable legal requirements.

8.5 Tax Withholding.

8.5.1 Cash or Shares. Upon any exercise, vesting, or payment of any Award or upon the disposition of Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, the Corporation shall have the right at its option to (i) require the Participant (or Personal Representative or Beneficiary, as the case may be) to pay or provide for payment in cash or by cashier's check payable to the Corporation of the amount of any taxes which the Company may be required to withhold with respect to such Award event or payment or (ii) deduct from any amount payable in cash the amount of any taxes which the Company may be required to withhold with respect to such cash payment. In any case where a tax is required to be withheld in connection with the delivery of Shares under this Plan, the Committee may, in its sole discretion and at the time of the Award or thereafter, either require the Participant or grant to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Committee may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares valued at their then Fair Market Value, to satisfy such withholding obligation.

8.5.2 Tax Loans. The Corporation may, in its discretion and to the extent permitted by law, authorize a loan to an Eligible Person in the amount of any taxes which the Company may be required to withhold with respect to Shares received (or disposed of, as the case may be) pursuant to a transaction described in Section 8.5.1. Such a loan shall be for a term, at a rate of interest and pursuant to such other terms and conditions as the Corporation, under applicable law, may establish and such loan need not comply with the provisions of a "Loan" defined in Section 9.1.

8.6 Amendment, Termination and Suspension.

8.6.1 Amendment, Termination and Suspension. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any suspension of this Plan or after termination of this Plan, but the Committee shall retain jurisdiction as to Awards then outstanding in accordance with the terms of this Plan.

8.6.2 Stockholder Approval. Any amendment that would (i) materially increase the benefits accruing to Participants under this Plan, (ii) materially increase the aggregate number of securities that may be issued under this Plan, or (iii) materially modify the requirements as to eligibility for participation in this Plan, shall be subject to stockholder approval to the extent then required by Section 422 of the Code or applicable law, or deemed necessary or advisable by the Board.

8.6.3 Amendments to Awards. Without limiting any other express authority of the Committee under but subject to the express limits of this Plan, the Committee by agreement or resolution may waive conditions of or limitations on Awards to Eligible Persons that the Committee in the prior exercise of its discretion has imposed, without the consent of a Participant, and may make other changes to the terms and conditions of Awards that do not affect in any manner materially adverse to the Participant, his or her rights and benefits under an Award.

8.6.4 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change of or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Corporation under any Award granted under this Plan prior to the effective date of such change. Changes contemplated by Section 8.2 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

8.7 Privileges of Stock Ownership. A Participant will not be entitled to the privilege of stock ownership as to any Shares not actually issued to the Participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to the date of issue.

8.8 Effective Date of the Plan. This Plan was originally effective as of February 23, 1996 and was amended and restated as of May 4, 1999. The Plan was originally approved by the stockholders of the Corporation on September 30, 1997.

8.9 Term of the Plan. Except as permitted by Section 1.9, no Award shall be granted under this Plan after February 22, 2006 (the "termination date"). Unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award granted prior to the termination date may extend beyond such date, and all authority of the Committee with respect to Awards hereunder, including the authority to amend an Award or defer payment of a vested Award, shall continue during any suspension of this Plan and in respect of Awards outstanding on the termination date.

8.10 Governing Law/Construction/Severability.

8.10.1 Choice of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed by, and construed in accordance with the laws of the state of incorporation of the Corporation.

8.10.2 Severability. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.10.3 Plan Construction.

(a) It is the intent of the Corporation that transactions in and affecting Awards in the case of an Eligible Person or Participant who is or may be subject to Section 16 of the Exchange Act (a "Section 16 Person") satisfy any then applicable requirements of Rule 16b-3 so that such persons (unless they otherwise agree) will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act in respect of those transactions and will not be subjected to avoidable liability thereunder. If any provision of this Plan or of any Award would otherwise frustrate or conflict with the intent expressed above, that provision to the extent practicable shall be interpreted so as to avoid such conflict. If the conflict remains irreconcilable, the Committee may disregard the provision if it concludes that to do so furthers the interest of the Corporation and is consistent with the purposes of this Plan as to such persons in the circumstances.

(b) It is the further intent of the Company that Options or Stock Appreciation Rights with an exercise or base price not less than Fair Market Value on the date of grant and performance awards under Section 5.2 of this Plan that are granted to or held by a Section 16 Person shall qualify as performance-based compensation under Section 162(m), and this Plan shall be interpreted consistent with such intent.

8.11 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference.

8.12 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Committee to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

9. DEFINITIONS.

9.1 Definitions.

"Award" means an award of any Option (which may be designated as a NQSO or an ISO and which may include as an incident thereto Stock Units), Stock Appreciation Right, Stock Unit, Restricted Stock, Stock Bonus, Deferred Stock Alternative, Performance-Based Award, Dividend Equivalent Rights, or deferred payment right, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan.

"Award Agreement" means a written agreement, approved by the Committee, setting forth the terms of an Award.

"Award Date" means the date upon which the Committee takes the action granting an Award or such later date as the Committee designates as the Award Date at the time of the Award or, in the case of Awards under Article 7, the applicable date set forth therein.

"Beneficiary" means the person, persons, trust, or trusts designated by a Participant or, in the absence of a designation, entitled by will or the laws of descent and distribution to receive the benefits specified in the Award Agreement and under this Plan in the event of a Participant's death, and shall mean the Participant's executor or administrator if no other Beneficiary is designated and able to act under the circumstances.

"Board" means the Board of Directors of the Corporation.

"Cause" means a determination by the Committee that the Participant: (a) has committed a material breach of the Participant's duties and responsibilities (other than as a result of incapacity due to a Total Disability); or (b) has been convicted of a felony, or entered a plea of guilty or nolo contendre with respect to such a crime; or (c) has violated any fiduciary duty or duty of loyalty owed to the Company; or (d) has been generally incompetent or grossly negligent in the discharge of the Participant's duties and responsibilities; or (e) has engaged or is engaging in immoderate use of alcoholic beverages or narcotics or other substance abuse; or (f) has violated in any material respect any of the Company's established employment policies in effect from time to time.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commission" means the Securities and Exchange Commission.

"Committee" means the Compensation Committee appointed by the Board and consisting of two or more Board members or such greater number as may be required under applicable law. In the absence of such appointment, the Board shall be the Committee. Each of the members of the Committee, in respect of any decision at a time when the Eligible Person affected by the decision may be (or, in the Committee's judgment is likely to become) subject to Section 162(m), shall be an "outside director" within the meaning of Section 162(m) if the subject Award is intended as a performance-based award for purposes of that section. In acting on any transaction with or for the benefit of a Section 16 Person, each acting member of the Committee shall be a "non-employee director" within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, unless the Committee's action is approved or ratified by the Board in advance of the effective time of the action.

"Common Stock" means the Common Stock of the Corporation.

"Company" means, collectively, the Corporation and its Subsidiaries or the Corporation or any Subsidiary, as the context requires.

"Corporation" means Power-One, Inc., a Delaware corporation, and its successors.

"Deferred Stock Alternative" mean a deferred payment alternative payable in Shares or cash or other consideration, as determined by the Committee, based on the number of Stock Units credited to a Participant's Stock Unit Account.

"Dividend Equivalent Right" means a right authorized under Section 5.4 of this Plan.

"Eligible Person" means (subject to applicable limits under the Code in the case of ISOs) (a) an officer, director, or key employee of the Company, or (b) any Non-Employee Director or any individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company in a capital raising transaction) to the Company, and who is selected to participate in this Plan by the Committee. A non-employee agent providing bona fide services to the Company (other than as an eligible advisor or consultant) may also be selected by the Committee as an Eligible Person if such agent's participation in this Plan would not adversely affect (x) the Corporation's eligibility to use Form S-8 to register under the Securities Act the offer and sale of shares issuable under this Plan by the Corporation or (y) the Corporation's compliance with any other applicable laws.

"Event" means any of the following:

(a) the dissolution or liquidation of the Corporation;

(b) a merger or consolidation, or other reorganization, with or into one or more entities that are not Subsidiaries, as a result of which 50% or more of the outstanding voting securities of either the surviving or resulting entity or its parent, as the case may be, immediately after the reorganization are not, and will not be, owned, directly or indirectly, by stockholders of the Corporation immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Corporation's securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization);

(c) the sale of substantially all of the Corporation's business and/or assets as an entirety to a person or entity that is not a Subsidiary;

(d) any "person" (as such term is used in Sections 13(d) and 14 (d) of the Exchange Act but excluding (1) any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder, and (2) any person or entity (including any successor) that is a beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of the Corporation as of August 31,1997), becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing more than 50% of the combined voting power of the Corporation's then outstanding securities entitled to then vote generally in the election of directors of the Corporation; or

(e) during any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board and (without duplication in the case of successors) persons whose election or nomination for election by the Corporation's stockholders was approved by a vote of at least three-fourths of the Board members then still in office cease to constitute at least a majority of the Board.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Exercise Agreement" means a written agreement, approved by the Committee, setting forth the terms for the exercise of an Award.

"Fair Market Value" on any date shall mean:

(a) if the Shares are publicly traded: (1) if the Shares are listed or admitted to trade on a national securities exchange, the closing price of the Shares on the Composite Tape, as published in the Western Edition of The Wall Street Journal, of the principal national securities exchange on which the Shares are so listed or admitted to trade, on such date, or, if there is no trading of the Shares on such date, then the closing price of the Shares as quoted on such Composite Tape on the next preceding date on which there was trading in such Shares; (2) if the Shares are not listed or admitted to trade on a national securities exchange, the last price for the Shares on such date, as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or a similar organization if the NASD is no longer reporting such information; (3) if the Shares are not listed or admitted to trade on a national securities exchange and are not reported on the National Market Reporting System, the mean between the bid and asked price for the Shares on such date, as furnished by the NASD or a similar organization; or

(b) if the Shares are not publicly traded or the NASD or a similar organization does not furnish the mean between the bid and asked prices for the Shares on such date, the fair market value of a Share as determined by the Committee in good faith. Any determination as to fair market value made pursuant to this Plan shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse, and shall be conclusive and binding on all persons.

"ISO" means an Option which is intended, as evidenced by its designation, as an incentive stock option within the meaning of Section 422 of the Code, the award of which contains such provisions and is made under such circumstances and to such persons as may be necessary to comply with that section.

"NQSO" means an Option that is designated as a nonqualified stock option and shall include any Option intended to be an ISO that fails to meet the applicable legal requirements thereof. Any Option granted hereunder that is not designated as an incentive stock option shall be deemed to be designated a nonqualified stock option under this Plan and not an incentive stock option under the Code.

"Non-Employee Director" means a member of the Board of Directors of the Corporation who is not an officer or employee of the Company.

"Non-Employee Director Participant" means a Non-Employee Director who holds an outstanding Award under the provisions of Article 7.

"Note" means a promissory note approved by the Committee evidencing a loan from the Corporation to the Eligible Person of an amount equal to the Purchase Price of an Award. Any Note shall be subject to the following terms:

(a) The principal of the Note shall not exceed the amount required to be paid to the Corporation upon the exercise or receipt of such Award, and the note shall be delivered directly to the Corporation in consideration of such exercise or receipt.

(b) The term of the Note, including extensions, shall not exceed ten (10) years.

(d) The Note shall bear interest at a rate determined by the Committee, but not less than the interest rate necessary to avoid the imputation of interest under the Code.

(e) The unpaid balance of the Note shall become due and payable on the tenth day after the termination of employment or service of a Participant; provided, however, that if a sale of such shares would cause such Participant to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10th business day after the first day on which a sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions in securities of this Corporation) by the Participant subsequent to such termination.

(f) If required by the Committee or by applicable law, the Note shall be secured by a pledge of any Shares or Awards financed thereby (and other collateral if required by the Committee).

(g) The terms, repayment provisions, and collateral release provisions of the note and the pledge securing the note shall conform with applicable rules and regulations of the Commission and the Federal Reserve Board, as then in effect.

"Option" means an option to purchase Shares granted under this Plan. The Committee shall designate any Option granted to any Eligible Person as a NQSO or an ISO.

"Participant" means an Eligible Person who has been granted an Award under this Plan and a Non-Employee Director Participant who has been granted an Award under Article 7 of this Plan.

"Personal Representative" means the person or persons who, upon the disability or incompetence of a Participant, shall have acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive the benefits under this Plan and who shall have become the legal representative of the Participant.

"Purchase Price" means the exercise or purchase price, if any, payable by the Participant to the Corporation upon exercise of an Award in accordance with the applicable Award Agreement, Exercise Agreement, and the terms of this Plan; provided, however, that such exercise price shall not be less than the minimum lawful consideration required under applicable state law.

"Restricted Stock" means Shares awarded to a Participant under this Plan, subject to payment of such consideration, if any, and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this Plan and the related Award Agreement, for so long as such Shares remain unvested under the terms of the applicable Award Agreement.

"Restricted Stock Award" means an Award of Restricted Stock made pursuant to Article 4.

"Retirement" means retirement from employment by, or providing services to, the Corporation or any Subsidiary which occurs, in the case of employees, at or after the Company's normal retirement age and in accordance with the retirement policies of the Company then in effect or, in the case of a Non-Employee Director, a retirement or resignation as a director after age 65 or after at least 15 years of service as a director.

"Rule 16b-3" means Rule 16b-3 as promulgated by the Commission pursuant to the Exchange Act, as amended from time to time.

"Section 16 Person" means a person subject to Section 16(a) of the Exchange Act.

"Section 162(m)" means Section 162(m) of the Code.

"Securities Act" means the Securities Act of 1933, as amended form time to time.

"Shares" means shares of the Corporation's Common Stock.

"Stock Appreciation Right" means a right authorized under this Plan to receive a number of Shares or an amount of cash, or a combination of Shares and cash, the aggregate amount of or value of which is determined by reference to a change in the Fair Market Value of the Common Stock.

"Stock Bonus" means an Award of Shares granted under this Plan for no consideration other than past services and without restriction other than such transfer or other restrictions as the Committee may deem advisable to assure compliance with law.

"Stock Unit" means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation's Common Stock (subject to adjustment) solely for purposes of this Plan.

"Stock Unit Account" means the bookkeeping account maintained by the Corporation on behalf of each Participant who is credited with Stock Units in accordance with Article 6, which account may be payable in cash, Shares and/or other consideration, as the Committee may determine.

"Subsidiary" means any corporation or other entity a majority or more of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

"Total Disability" means a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code and such other disabilities, infirmities, afflictions, or conditions as the Committee by rule may include.

Exhibit A

POWER-ONE, INC.
ELIGIBLE DIRECTOR

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the day of , , between Power-One, Inc., a Delaware corporation (the "Corporation"), and (the "Director").

W I T N E S S E T H

WHEREAS, the Corporation has adopted and the stockholders of the Corporation have approved the Power-One, Inc. Amended and Restated 1996 Stock Incentive Plan, as amended (the "Plan").

WHEREAS, pursuant to Article 7 of the Plan, the Corporation has granted an option (the "Option") to the Director upon the terms and conditions evidenced hereby, as required by the Plan, which Option is not an incentive stock option within the meaning of Section 422 of the Code.

NOW, THEREFORE, in consideration of the services rendered and to be rendered by the Director, the Corporation and the Director agree to the terms and conditions set forth herein as required by the terms of the Plan.

1. Option Grant. This Agreement evidences the grant to the Director, as of , (the "Option Date"), of an Option to purchase an aggregate of shares of Common Stock, par value per share, under Section 7.2. of the Plan, subject to the terms and conditions and to adjustment as set forth herein or in the Plan.

2. Exercise Price. The Option entitles the Director to purchase (subject to the terms of Sections 3 through 5 below and to the extent exercisable) all or any part of the Option shares at a price per share of $ , which amount represents the Fair Market Value of the shares on the Option Date.

3. Option Exercisability and Term. [ALT 1—SECTION 7.2.1 and 7.2.4 GRANTS: The Option shall become exercisable as to 33¹/3% of the total number of shares subject thereto on each of the following dates: (i) the earlier of the first anniversary of the Option Date or the annual stockholders meeting in the year , (ii) the earlier of the second anniversary of the Option Date or the annual stockholders meeting in the year , or (iii) the earlier of the third anniversary of the Option Date or the annual stockholders meeting in the year , in each case subject to Sections 7.5 and 7.6 of the Plan.] [ALT 2—SECTION 7.2.2 AND 7.2.3 GRANTS: Subject to Sections 7.5 and 7.6 of the Plan, the Option shall become exercisable as to 100% of the total number of shares subject thereto on the earlier of the first anniversary of the Option Date or the annual stockholders meeting that occurs in the year .] The Option shall terminate , , unless earlier terminated in accordance with the terms of the Plan.

4. Service and Effect of Termination of Service. The Director agrees to serve as a director in accordance with the provisions of the Corporation's Certificate of Incorporation, bylaws and applicable law. If the Director's services as a member of the Board shall terminate, this Option shall terminate at the times and to the extent set forth in Section 7.5 of the Plan.

5. General Terms. The Option and this Agreement are subject to, and the Corporation and the Director agree to be bound by, the provisions of the Plan that apply to the Option. Such provisions are incorporated herein by this reference. The Director acknowledges receiving a copy of the Plan and reading its applicable provisions. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

		POWER-ONE, INC. (a Delaware corporation)
		By
		Title
		Optionee Director
		(Signature)
		(Print Name)
		(Address)
		(City, State, Zip Code)

Consent of Spouse

In consideration of the execution of the foregoing Stock Option Agreement by Power-One, Inc., I, , the spouse of the Director therein named, do hereby agree to be bound by all of the terms and provisions thereof and of the Plan.

DATED: ,

(Signature of Spouse)

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POWER-ONE, INC AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN (As Amended and Restated January 25, 2002)
TABLE OF CONTENTS
POWER-ONE, INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
POWER-ONE, INC. ELIGIBLE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
Consent of Spouse
EX-21 5 a2074544zex-21.htm LIST OF SUBSIDIARIES
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Exhibit 21

List of Subsidiaries

The following table lists the Company's subsidiaries, all of which are directly or indirectly wholly-owned, except as provided below:

Power-Electronics, Inc.		Puerto Rico
Poder Uno de Mexico, S.A. de C.V.		Mexico
P-O Nevada Corp.		USA
Power-One Holding AG		Switzerland
Melcher Holding, Inc.		USA
Power-One AG		Switzerland
Melcher, Inc.		USA
Power-One S.A.		France
Power-One Ltd.		Great Britain
Power-One GmbH		Germany
Power-One B.V.		Netherlands
Power-One SIMP Ltd.		Ireland
Power-One Produktion AG		Switzerland
Power-One s.r.o.		Slovakia
Melcher Corp.		Canada
HC Power, Inc.		USA
Power-One S.r.l.		Italy
Power-One I/S		Denmark
Power-One Denmark ApS		Denmark
Power-One Norge AS		Norway
Power-One AS		Norway
Powec Eiendom AS		Norway
Powec Ltd.		Great Britain
Powec GmbH		Germany
Powec Finland OY		Finland
Powec AB		Sweden
Powec Pty Ltd.		Australia
Powec Pte. Ltd.		Singapore
Power-One Ltd.		Hong Kong
Powec Power (Shenzen) Co. Ltd.		China
Powec SAS		France

1. Power-One S.A., otherwise indirectly wholly-owned by the Company, has seven single-shore "fiduciary shareholders" as required by local law.

2. Power-One Ltd. is 99% indirectly owned by the Company and 1% owned by an individual stockholder.

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List of Subsidiaries
EX-23 6 a2074544zex-23.htm AUDITORS CONSENT
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Independent Auditors' Consent

We consent to the incorporation by reference in Registration Statements No. 333-42079, 333-48197, 333-87879, 333-70432 and 333-71100 of Power-One, Inc. on Form S-8 of our report dated January 24, 2002 appearing in this Annual Report on Form 10-K of Power-One, Inc. for the year ended December 31, 2001.

/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Los Angeles, California
March 28, 2002

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Independent Auditors' Consent
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