##### Table of Contents





As Filed
    with the Securities and Exchange Commission on July 1,
    2011
 
 Registration Statement
    No. 333-173322
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 WASHINGTON, D.C.
    20549
 
  Pre-Effective Amendment No. 3
    to
 
  FORM S-4
  REGISTRATION
    STATEMENT
 UNDER THE SECURITIES ACT OF 1933
    THERMADYNE HOLDINGS
    CORPORATION
 SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO
 (Exact name of registrant as
    specified in its charter)
  Delaware

3541

74-2482571(State or other jurisdiction
    of
    incorporation or organization)

(Primary standard industrial
    classification code number)

(I.R.S. employer
    identification number)   16052 Swingley Ridge Road, Suite
    300
 Chesterfield, Missouri
    63017
 (636) 728-3000
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
    Nick
    H. Varsam, Esq.
    Vice President, General Counsel and Corporate Secretary
    Thermadyne Holdings Corporation
    16052 Swingley Ridge Road, Suite 300
    Chesterfield, Missouri 63017(636) 728-3000 (Name,
    address, including zip code, and telephone number, including
    area code, of agent for service)
  Copies to:
  R.
    Randall Wang, Esq.
    Todd M. Kaye, Esq.
    Bryan Cave llp211
    N. Broadway
    One Metropolitan Square, Suite 3600
    St. Louis, Missouri 63102
    Tel:
    (314) 259-2000
    Fax:
    (314) 259-2020
     o
  o
  o
  Rule 12b-2
  Large
    accelerated
    filer  o
    Accelerated
    filer  o
    Non-accelerated
    filer  þ
    Smaller reporting
    company  o (Do not check if a smaller
    reporting company)
    Exchange Act
    Rule 13e-4(i)(Cross-Border
    Issuer Tender Offer)

oExchange Act
    Rule 14d-1(d)(Cross-Border
    Third-Party Tender Offer)

o   The registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until this Registration Statement shall
    become effective on such date as the Commission, acting pursuant
    to said Section 8(a), may determine.




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SCHEDULE A
  PrimaryState or Other

Standard

I.R.S.

Address, Including Zip Code andJurisdiction of

Industrial

Employer

Telephone Number, Including AreaExact Name of Registrant Guarantor

Incorporation

Classification

Identification

Code, of Registrant Guarantorsas Specified in its Charter

or Organization

Code Number

Number

Principal Executive OfficesCigweld Pty Ltd.

Australia


3541


None

71-73 Gower Street
    Preston Victoria 3072
    Australia
    61 3 9474 7400Stoody Company

Delaware


3541


31-1525264

5557 Nashville Road
    Bowling Green, KY 42101
    (270) 781-9777Thermadyne Australia Pty Ltd.

Australia


3541


None

71-73 Gower Street
    Preston Victoria 3072
    Australia
    61 3 9474 7400Thermadyne Industries, Inc.

Delaware


3541


94-2697077

16052 Swingley Ridge Rd.
    Suite 300
    Chesterfield, MO 63017
    (636) 728-3000Thermadyne International Corp.

Delaware


3541


94-2655752

16052 Swingley Ridge Rd.
    Suite 300
    Chesterfield, MO 63017
    (636) 728-3000Thermal Dynamics Corporation

Delaware


3541


94-2452212

82 Benning Street
    West Lebanon, NH 03784
    (603) 298-5711Victor Equipment Company

Delaware


3541


94-0955680

2800 Airport Road
    Denton, TX 76207
    (940) 566-2000




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The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT
    TO COMPLETION, DATED JULY 1, 2011
 
  
 Thermadyne Holdings
    Corporation
 Offer to Exchange
 $260,000,000 9% Senior
    Secured Notes due 2017
 for $260,000,000 9% Senior
    Secured Notes due 2017
 that have been registered under
    the Securities Act of 1933
        
    We will exchange all outstanding notes that are validly tendered
    and not withdrawn prior to the expiration of the exchange offer.  
    You may withdraw tenders of outstanding notes at any time prior
    to the expiration of the exchange offer.
    We believe that the exchange of outstanding notes for exchange
    notes will not be a taxable event for U.S. federal income
    tax purposes.
    The form and terms of the exchange notes are identical in all
    material respects to the form and terms of the outstanding
    notes, except that (i) the exchange notes are registered
    under the Securities Act, (ii) the transfer restrictions
    and registration rights applicable to the outstanding notes do
    not apply to the exchange notes, and (iii) certain
    additional interest rate provisions are no longer applicable.
    The exchange offer will expire at 5:00 p.m., New York
    time,
    on          ,
    2011, unless we extend the offer. We will announce any
    extension by press release or other permitted means no later
    than 9:00 a.m. on the business day after the expiration of
    the exchange offer. You may withdraw any outstanding notes
    tendered until the expiration of the exchange offer.
    We will not receive any proceeds from the exchange offer.
    The exchange notes will not be listed on any securities exchange.    
    Broker-dealers receiving exchange notes in exchange for
    outstanding notes acquired for their own account through
    market-making or other trading activities must deliver a
    prospectus in any resale of the exchange notes.
    Each broker-dealer that receives exchange notes for its own
    account under the exchange offer must acknowledge that it will
    deliver a prospectus in connection with any resale of such
    exchange notes. The letter of transmittal states that by so
    acknowledging and delivering a prospectus, a broker-dealer will
    not be deemed to admit that it is an underwriter
    within the meaning of the Securities Act.
    This prospectus, as it may be amended or supplemented from time
    to time, may be used by a broker-dealer in connection with
    resales of exchange notes received in exchange for outstanding
    notes where the broker-dealer acquired such outstanding notes as
    a result of market-making activities or other trading activities.
    We have agreed that, for a period of up to 180 days after
    the effective date of the registration statement, of which this
    prospectus is a part, we will make this prospectus available to
    any broker-dealer for use in connection with any such resale.
    See Plan of Distribution.  For a discussion of factors you should consider in
    determining whether to tender your outstanding notes, see the
    information under Risk Factors beginning on
    page 22 of this prospectus.
     Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities, or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 PageForward-Looking Statements


iiIndustry and Market Data


iiiTrademarks


iiiNon GAAP Financial Measures


iiiBasis of Presentation


ivProspectus Summary


1Risk Factors


22The Exchange Offer


42Use of Proceeds


53Capitalization


53Unaudited Pro Forma Condensed Consolidated
    Statement of Operations


54Selected Historical Consolidated Financial
    Data


58Managements Discussion and Analysis of
    Financial Condition and Results of Operations


60Business


79Management


89Executive Compensation


92Director Compensation


119Compensation Committee Interlocks and Insider
    Participation


121Security Ownership of Certain Beneficial Owners
    and Management


121Certain Relationships and Related Party
    Transactions


122Description of Other Indebtedness


124Description of the Exchange Notes


127Material U.S. Federal Income Tax
    Considerations


207Plan of Distribution


208Legal Matters


209Experts


209Where You Can Find More Information


209Index to Consolidated Financial Statements


F-1EX-5.1EX-5.2EX-23.1




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FORWARD-LOOKING
    STATEMENTS        
    the impact of uncertain global economic conditions on our
    business and those of our customers;
    the cost and availability of raw materials;
    the effectiveness of our cost reduction initiatives in our
    continuous improvement program;
    operational and financial developments and restrictions
    affecting our international sales and operations;
    the impact of currency fluctuations, exchange controls and
    devaluations;
    the impact of a change of control under our debt instruments and
    potential limits on our ability to use net operating loss
    carryforwards;
    consolidation within our customer base and the resulting
    increased concentration of our sales;
    actions taken by our competitors that affect our ability to
    retain our customers and compete successfully;
    our ability to meet customer needs by introducing new and
    enhanced products;
    our ability to adequately enforce or protect our intellectual
    property rights;
    the detrimental cash flow impact of increasing interest rates
    and our ability to comply with financial covenants in our debt
    instruments;
    disruptions in credit markets;
    our relationships with our employees and our ability to retain
    and attract qualified personnel;
    liabilities arising from litigation, including product liability
    risks; and
    the costs of compliance with and liabilities arising under
    environmental laws and regulations.     ii




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INDUSTRY
    AND MARKET DATA   TRADEMARKS   NON-GAAP FINANCIAL
    MEASURES        
    they do not reflect our cash expenditures for capital
    expenditures or contractual commitments;
    they do not reflect changes in, or cash requirements for, our
    working capital needs;
    they do not reflect the interest expense or the cash
    requirements necessary to service interest or principal payments
    on our debt; iii




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
    although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future, and our EBITDA Measures do not reflect
    any cash requirements for such replacements;
    they do not reflect the cash requirements of the related foreign
    and U.S. income tax liabilities;
    they do not reflect the impact of earnings or charges resulting
    from certain noteworthy events we consider not to be indicative
    of our ongoing operations; and
    they do not reflect limitations on or costs related to
    transferring earnings from our subsidiaries to us.   BASIS OF
    PRESENTATION         iv




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PROSPECTUS
    SUMMARY  The following summary contains basic information about us and
    this exchange offer. It is likely that this summary does not
    contain all of the information that is important to you. You
    should read the entire prospectus, including the risk factors
    and the financial statements and related notes included
    elsewhere herein, before making an investment decision. Unless
    otherwise noted, references to our financial information for
    2010 refer to our unaudited, pro forma condensed consolidated
    financial data. See Unaudited Pro Forma Condensed
    Consolidated Statement of Operations.
  Our
    Company
  Victor ® Tweco ® Thermal
    Dynamics ® Arcair ® Cigweld ® Thermal
    Arc ® Turbo
    Torch ® Stoody ®
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Our
    Products
    Gas Equipment (Approximately 36% of 2010 net
    sales). Victor Cigweld Turbo Torch Victor Victor
  Arc Accessories (Approximately 17% of 2010 net
    sales). Tweco Arcair
  Plasma Cutting Systems (Approximately 16% of 2010 net
    sales). Thermal Dynamics
    Filler Metals and Hardfacing Alloys (Approximately 21% of
    2010 net sales). Cigweld Stoody
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Stoody Cigweld
  Welding Equipment (Approximately 10% of 2010 net
    sales). Thermal Arc Cigweld Tweco Victor Cigweld
  Industry
    Overview
  year-over-year year-over-year
    Business
    Strengths
  Well Established Brand Names. Victor Tweco 70-year Thermal
    Dynamics Cigweld Stoody
 3




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Market Leader in Targeted Product Segments.
  Strong, Long-Standing Distributor
    Relationships.
  High Recurring Revenue Business Model.
  Diversified Revenue Base.
  Significant Operating Leverage Driven by Cost Rationalization
    Programs.
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Global, Low-Cost Operating Footprint.
  Experienced and Proven Management Team.
  Business
    Strategy
  Continue to Implement Cost Rationalization
    Programs.
  Increase Market Share Positions in Both Developed and
    Emerging Markets. best-in-class
  Focus on Continuous New Product
    Development.
  Selectively Pursue Strategic Acquisitions.
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Recent
    Developments
      The
    Transactions
      
    each share of Thermadynes common stock (and each
    restricted share of Thermadynes common stock) outstanding
    immediately prior to the effective time of the Merger (other
    than shares held by Thermadyne or owned by Technologies or any
    of its subsidiaries, or by stockholders who properly exercised
    their appraisal rights under Delaware law for such shares) was
    cancelled and converted automatically into the right to receive
    the per share merger consideration of $15.00 in cash, without
    interest and less any applicable withholding taxes;
    each option to acquire shares of Thermadynes common stock
    outstanding immediately prior to the effective time of the
    Merger, whether vested or unvested, vested (if unvested) and was
    cancelled as of the effective time of the Merger in exchange for
    the right to receive a cash payment equal to the number of
    shares of Thermadynes common stock subject to the option,
    multiplied by the excess, if any, by which the per share merger
    consideration exceeded the exercise price of the option, less
    any applicable withholding taxes;
    each option for which the exercise price per share of
    Thermadynes common stock equaled or exceeded the per share
    merger consideration was cancelled and has no further force or
    effect without any right to receive any consideration therefor;
    we entered into our amended and restated asset-backed credit
    facility (the Working Capital Facility or the
    ABL Credit Facility) to provide for borrowings of up
    to $60.0 million (including up to $10.0 million for
    letters of credit) subject to borrowing base capacity;
    we issued $260.0 million aggregate principal amount of the
    outstanding notes;
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
    we issued a notice of redemption and irrevocably deposited in
    trust with the trustee under the indenture governing our senior
    subordinated notes due 2014 (the senior subordinated
    notes) funds sufficient to pay at redemption all of the
    outstanding senior subordinated notes and, following such notice
    and deposit, the indenture governing the senior subordinated
    notes was discharged; and
    the Merger occurred, and all fees and expenses related to the
    Transactions were paid.  out-of-pocket dollar-for-dollar
          Our
    Equity Sponsor
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Ownership
    Structure
    
    (1)
    
    All domestic subsidiaries (other than immaterial subsidiaries)
    and certain of our Australian subsidiaries have guaranteed the
    Working Capital Facility, the outstanding notes and the exchange
    notes offered hereby.  Our
    Corporate Information
  (636) 728-3000 www.thermadyne.com
 8




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Summary
    of the Terms of the Exchange Offer
  We are offering to exchange $260 million aggregate
    principal amount of our exchange notes for $260 million
    aggregate principal amount of our outstanding notes. The
    following is a brief summary of the terms and conditions of the
    exchange offer. For a more complete description of the exchange
    offer, you should read the discussion under the heading
    The Exchange Offer.
  General
    
    On December 3, 2010, in connection with the Transactions,
    we completed the private offering of $260,000,000 aggregate
    principal amount of 9% Senior Secured Notes due 2017 (the
    outstanding notes). In connection with such private
    offering, we entered into a registration rights agreement with
    the initial purchasers of the outstanding notes in which we
    agreed, among other things, to complete the exchange offer for
    the outstanding notes.You are entitled to exchange in the exchange offer your
    outstanding notes for exchange notes that are identical in all
    material respects to the outstanding notes except:the exchange notes have been registered under
    the Securities Act; the transfer restrictions and registration rights
    applicable to the outstanding notes do not apply to the exchange
    notes; and certain additional interest rate provisions are no
    longer applicable.The Exchange Offer
    
    We are offering to exchange the exchange notes for a like
    principal amount of the outstanding notes. To exchange your
    outstanding notes, you must properly tender them, and we must
    accept them. We will accept and exchange only outstanding notes
    in integral multiples of $1,000 in principal amount, subject to
    a minimum denomination of $2,000, that you validly tender and do
    not validly withdraw. We will issue registered exchange notes
    promptly after the expiration of the exchange offer.Resales of the Exchange Notes
    
    Based on an interpretation by the staff of the Securities and
    Exchange Commission (the SEC or the
    Commission)  set forth in no-action letters issued
    to third parties, we believe that, as long as you are not a
    broker-dealer, the exchange notes issued pursuant to the
    exchange offer in exchange for outstanding notes may be offered
    for resale, resold and otherwise transferred by you (unless you
    are our affiliate within the meaning of
    Rule 405 under the Securities Act) without compliance with
    the registration and prospectus delivery provisions of the
    Securities Act, provided that: you are acquiring the exchange notes in the ordinary
    course of your business; at the time of the commencement and consummation of
    the exchange offer, you have not entered into any arrangement or
    understanding with any person to participate in the distribution
    (within the meaning of the Securities Act) of the exchange notes
    in violation of the provisions of the Securities Act; you are not engaged in, and do not intend to engage
    in, a distribution of the exchange notes; and
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 you are not acting on behalf of any person who could
    not truthfully make the foregoing representations.If you are a broker-dealer, you must acknowledge that you are
    not engaged in, and do not intend to engage in, a distribution
    of the exchange notes. Furthermore, if you are a broker-dealer
    and receive exchange notes for your own account in exchange for
    outstanding notes that you acquired as a result of market-making
    activities or other trading activities, you must acknowledge
    that you will deliver this prospectus in connection with any
    resale of the exchange notes. See Plan of
    Distribution. However, by so acknowledging and by
    delivering this prospectus, you will not be deemed to admit that
    you are an underwriter within the meaning of the
    Securities Act. During the period ending 180 days after the
    consummation of the exchange offer, subject to extension in
    limited circumstances, you may use this prospectus for an offer
    to sell, a resale or other retransfer of exchange notes received
    in exchange for outstanding notes which you acquired through
    market-making activities or other trading activities.Any holder of outstanding notes who: is our affiliate; does not acquire exchange notes in the ordinary
    course of its business; or tenders its outstanding notes in the exchange offer
    with the intention to participate, or for the purpose of
    participating, in a distribution of exchange notes;cannot rely on the position of the staff of the SEC enunciated
    in Morgan Stanley & Co. Incorporated (available
    June 5, 1991) and Exxon Capital Holdings
    Corporation(available May 13, 1988), as interpreted in
    the SECs letter to Shearman & Sterling(available July 2, 1993), or similar no-action letters
    and, in the absence of an exemption therefrom, must comply with
    the registration and prospectus delivery requirements of the
    Securities Act in connection with any resale of the outstanding
    notes. 
  Expiration Date
    
    The exchange offer will expire at 5:00 p.m., New York time,
    on          ,
    2011, unless we decide to extend the exchange offer. We do not
    intend to extend the exchange offer, although we reserve the
    right to do so. If we determine to extend the exchange offer, we
    do not intend to extend it
    beyond          ,
    2011. 
  Conditions to the Exchange Offer
    
    We will complete the exchange offer only if it will not violate
    applicable law or any applicable interpretation of the staff of
    the SEC and no injunction, order or decree has been issued which
    would prohibit, prevent or materially impair our ability to
    proceed with the exchange offer. See The Exchange
    Offer  Conditions to the Exchange Offer.Procedures for Tendering Outstanding Notes
    
    If you wish to participate in the exchange offer, you must
    complete, sign and date the accompanying letter of transmittal,
    or a facsimile of such letter of transmittal, according to the
    instructions contained in this prospectus and the letter of
    transmittal. You must
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then mail or otherwise deliver the letter of transmittal, or a
    facsimile of such letter of transmittal, together with the
    outstanding notes and any other required documents, to the
    exchange agent at the address set forth on the cover page of the
    letter of transmittal.If you hold outstanding notes through The Depository
    Trust Company (DTC) and wish to participate in
    the exchange offer, you must comply with the Automated Tender
    Offer Program procedures of DTC, by which you will agree to be
    bound by the letter of transmittal. By signing, or agreeing to
    be bound by, the letter of transmittal, you will represent to us
    that, among other things: you are not our affiliate or an
    affiliate of any of our guarantors within the
    meaning of Rule 405 under the Securities Act; at the time of the commencement and consummation of
    the exchange offer you have not entered into any arrangement or
    understanding with any person to participate in the distribution
    (within the meaning of the Securities Act) of the exchange notes
    in violation of the provisions of the Securities Act; you are not engaged in, and do not intend to engage
    in, a distribution of the exchange notes; you are acquiring the exchange notes in the ordinary
    course of your business; that you are not acting on behalf of any person who
    could not truthfully make the foregoing representations; and if you are a broker-dealer that will receive
    exchange notes for your own account in exchange for outstanding
    notes that were acquired as a result of market-making
    activities, that you will deliver a prospectus, as required by
    law, in connection with any resale of such exchange notes.Do not send letters of transmittal, certificates representing
    outstanding notes or other documents to us or DTC. Send these
    documents only to the exchange agent at the appropriate address
    given in this prospectus and in the letter of transmittal. We
    could reject your tender of outstanding notes if you tender them
    in a manner that does not comply with the instructions provided
    in this prospectus and the accompanying letter of transmittal.Special Procedures for Beneficial Owners
    
    If you are a beneficial owner of outstanding notes that are
    registered in the name of a broker, dealer, commercial bank,
    trust company or other nominee, and you wish to tender those
    outstanding notes in the exchange offer, you should contact the
    registered holder promptly and instruct the registered holder to
    tender those outstanding notes on your behalf. If you wish to
    tender on your own behalf, you must, prior to completing and
    executing the letter of transmittal and delivering your
    outstanding notes, either make appropriate arrangements to
    register ownership of the outstanding notes in your name or
    obtain a properly completed bond power from the registered
    holder. The transfer of registered ownership may take
    considerable time and may not be able to be completed prior to
    the expiration date.
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Guaranteed Delivery Procedures
    
    If you wish to tender your outstanding notes and your
    outstanding notes are not immediately available or you cannot
    deliver your outstanding notes, the letter of transmittal or any
    other required documents, or you cannot comply with the
    applicable procedures under DTCs Automated Tender Offer
    Program for transfer of book-entry interests, prior to the
    expiration date, you must tender your outstanding notes
    according to the guaranteed delivery procedures set forth in
    this prospectus under The Exchange Offer 
    Procedures for Tendering Outstanding Notes 
    Guaranteed Delivery.Acceptance of Outstanding Notes and Delivery of Exchange Notes
    
    Except under the circumstances summarized above under The
    Exchange Offer and Conditions to the Exchange
    Offer, we will accept for exchange any and all outstanding
    notes that are properly tendered in the exchange offer prior to
    5:00 p.m., New York time, on the expiration date for the
    exchange offer. The exchange notes to be issued to you in the
    exchange offer will be delivered promptly following the
    expiration of the exchange offer. See The Exchange
    Offer  Terms of the Exchange Offer.Withdrawal
    
    You may withdraw the tender of your outstanding notes at any
    time prior to the expiration of the exchange offer. Any
    withdrawal must be in accordance with the procedures described
    in The Exchange Offer  Withdrawal Rights.
    We will return to you any of your outstanding notes that are not
    accepted for any reason for exchange, without expense to you,
    promptly after the expiration or termination of the exchange
    offer.  Effect on Holders of Outstanding Notes
    
    As a result of the making of, and upon acceptance for exchange
    of all validly tendered outstanding notes pursuant to the terms
    of, the exchange offer, we and the guarantors will have
    fulfilled a covenant under the registration rights agreement.
    Accordingly, there will be no increase in the interest rate on
    the outstanding notes under the circumstances described in the
    registration rights agreement. If you do not tender your
    outstanding notes in the exchange offer, you will continue to be
    entitled to all of the rights and limitations applicable to the
    outstanding notes as set forth in the Indenture, except we and
    the guarantors will not have any further obligation to you to
    provide for the exchange and registration of the outstanding
    notes under the registration rights agreement. To the extent
    that outstanding notes are tendered and accepted in the exchange
    offer, the trading market for remaining outstanding notes that
    are not so tendered and exchanged could be adversely affected.  Consequences of Failure to Exchange
    
    All untendered outstanding notes will continue to be subject to
    the restrictions on transfer set forth in the outstanding notes
    and in the Indenture. In general, the outstanding notes may not
    be offered or sold unless registered under the Securities Act,
    except pursuant to an exemption from, or in a transaction not
    subject to, the Securities Act and applicable state securities
    laws. Other than in connection with the exchange offer, we and
    the guarantors do not currently anticipate that we will register
    the outstanding notes under the Securities Act. If you do not
    participate or properly tender your outstanding notes in the
    exchange offer, upon completion of the
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exchange offer, the liquidity of the market for your outstanding
    notes could be adversely affected.Exchange Agent
    
    U.S. Bank National Association is serving as the exchange agent
    in connection with the exchange offer. The address, telephone
    number and facsimile number of the exchange agent is set forth
    under The Exchange Offer  Exchange Agent.  Accounting Treatment
    
    The exchange notes will be recorded at the same carrying value
    as the outstanding notes, as reflected in our accounting records
    on the date of exchange. Accordingly, we will recognize no gain
    or loss for accounting purposes upon the closing of the exchange
    offer. We will capitalize the expenses relating to the exchange
    offer.  Federal Income Tax Consequences
    
    Your exchange of outstanding notes for exchange notes in the
    exchange offer will not result in any gain or loss to you for
    U.S. federal income tax purposes. See Material U.S.
    Federal Income Tax Considerations.Use of Proceeds
    
    We will not receive any proceeds from the exchange offer or the
    issuance of the exchange notes. As consideration for issuing the
    exchange notes as contemplated in this prospectus, we will
    receive in exchange a like principal amount of outstanding
    notes, the terms of which are identical in all material respects
    to the exchange notes except as otherwise noted. The outstanding
    notes that are surrendered in exchange for the exchange notes
    will be retired and cancelled and cannot be reissued. As a
    result, the issuance of the exchange notes will not result in
    any change in our capitalization.
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Summary
    of the Terms of the Exchange Notes
  The terms of the exchange notes are identical in all material
    respects to the terms of the outstanding notes, except that the
    exchange notes will not contain terms with respect to transfer
    restrictions, registration rights and additional interest upon a
    failure to fulfill certain of our obligations under the
    registration rights agreement. The summary below describes the
    principal terms of the exchange notes. Some of the terms and
    conditions described below are subject to important limitations
    and exceptions. The following is not intended to be complete.
    You should carefully review the Description of the
    Exchange Notes section of this prospectus, which contains
    a more detailed description of the terms and conditions of the
    exchange notes.
  Issuer
    
    Thermadyne Holdings Corporation.Notes Offered
    
    $260,000,000 aggregate principal amount of 9% Senior
    Secured Notes due 2017.Maturity Date
    
    The exchange notes will mature on December 15, 2017.Interest
    
    The exchange notes will bear interest at a rate of 9% per annum.Accrued Interest on the Exchange Notes and the Outstanding Notes
    
    The exchange notes will bear interest from the most recent date
    to which interest has been paid on the outstanding notes. If
    your outstanding notes are accepted for exchange, then you will
    receive interest on the exchange notes and not on the
    outstanding notes. Any outstanding notes not tendered will
    remain outstanding and continue to accrue interest according to
    their terms.Interest Payment Dates
    
    June 15 and December 15 of each year, commencing June 15,
    2011.Guarantees
    
    The exchange notes will be fully and unconditionally guaranteed,
    jointly and severally, by our existing and future domestic
    subsidiaries (other than immaterial subsidiaries) and certain of
    our Australian subsidiaries. Each guarantors guarantee
    will be a senior secured obligation of that guarantor and will
    rank pari passu in right of payment with all existing and future
    senior indebtedness of that guarantor that is not subordinated.
    If we cannot make payments on the exchange notes when they are
    due, the guarantors must make the payments instead.Collateral
    
    The exchange notes and the guarantees will be secured, subject
    to permitted liens and except for certain excluded assets
    (i) on a first priority basis by substantially all of our
    and the guarantors current and future property and assets
    (other than accounts receivable and other rights to payment,
    general intangibles (excluding intellectual property),
    inventory, documents related to inventory, deposit accounts,
    commodity accounts, securities accounts, lock-boxes,
    instruments, chattel paper, cash and cash equivalents and, in
    each case, the proceeds thereof that will secure our and the
    guarantors obligations under the Working Capital
    Facility), including the capital stock of each subsidiary of
    Thermadyne (other than immaterial subsidiaries), which, in the
    case of foreign subsidiaries that are not guarantors, will be
    limited to 65% of the voting stock and 100% of the non-voting
    stock of each subsidiary that is a first-tier foreign
    subsidiary, and (ii) on a second priority basis by
    substantially all the collateral that secures the Working
    Capital Facility on a first priority basis (all such collateral
    securing the Working Capital
 14




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##### Table of Contents



Facility on a first priority basis, the Working Capital
    Facility Collateral), including our and the
    guarantors accounts receivable and other rights to
    payment, general intangibles (excluding intellectual property),
    inventory, documents related to inventory, deposit accounts,
    commodity accounts, securities accounts, lock-boxes,
    instruments, chattel paper, cash and cash equivalents and, in
    each case, the proceeds thereof.Notwithstanding the foregoing, the collateral securing the
    exchange notes will not include any capital stock of any
    affiliate of ours to the extent that the pledge of such capital
    stock results in our being required to file separate financial
    statements of such affiliate with the SEC. If separate financial
    statements of such affiliate would be required to be filed with
    the SEC, such affiliates capital stock would be
    automatically released from the collateral securing the exchange
    notes. Any such capital stock that is excluded as collateral
    securing the exchange notes will not be excluded from the
    collateral securing the Working Capital Facility. As a result,
    the exchange notes will be effectively subordinated to the
    Working Capital Facility (which otherwise would be junior in
    priority with respect to the value of such capital stock) to the
    extent of the value of such capital stock excluded from the
    collateral securing the notes.Collateral Trust Agreement
    
    We entered into a collateral trust agreement with the
    guarantors, the collateral trustee and the trustee under the
    Indenture governing the notes. The collateral trust agreement
    sets forth the terms on which the collateral trustee will
    receive, hold, administer, maintain, enforce and distribute the
    proceeds of all of its liens upon the collateral. See
    Description of the Exchange Notes  Collateral
    Trust Agreement.Intercreditor Agreement
    
    The collateral trustee entered into an intercreditor agreement
    with General Electric Capital Corporation, as agent under the
    Working Capital Facility, and acknowledged by us and the
    guarantors, that will govern the relationship of holders of the
    notes and the lenders under the Working Capital Facility with
    respect to the collateral and certain other matters. See
    Description of the Exchange Notes 
    Intercreditor Agreement.Ranking
    
    The exchange notes and the guarantees will be our and the
    guarantors senior secured obligations secured to the
    extent described above. The exchange notes and the guarantees
    will rank: pari passu in right of payment with any of our and
    the guarantors senior indebtedness, including indebtedness
    under the Working Capital Facility; senior in right of payment to any existing and
    future indebtedness of ours and the guarantors that is expressly
    subordinated to the notes and the guarantees; effectively senior to any of our and the
    guarantors unsecured indebtedness or indebtedness with a
    junior lien to the lien securing the exchange notes and the
    guarantees to the extent of the value of the collateral for the
    exchange notes and the guarantees;
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 effectively junior to our and the guarantors
    obligations under the Working Capital Facility to the extent of
    our and the guarantors assets that secure such obligation
    on a first priority basis; effectively junior to any of our and the
    guarantors secured indebtedness which is either secured by
    assets that are not collateral for the exchange notes and the
    guarantees or secured by a prior lien in the collateral for the
    exchange notes and the guarantees, in each case, to the extent
    of the value of the assets securing such indebtedness; and structurally subordinated to all obligations of our
    subsidiaries that are not guarantors.Optional Redemption
    
    On or after December 15, 2013, we may, on one or more than
    one occasion, redeem some or all of the exchange notes at any
    time at a redemption price set forth under Description of
    Exchange Notes  Optional Redemption, plus
    accrued and unpaid interest and special interest, if any, to the
    applicable redemption date.In addition, at any time prior to December 15, 2013, we
    may, on one or more than one occasion, redeem some or all of the
    exchange notes at any time at a redemption price equal to 100%
    of the principal amount of the exchange notes redeemed, plus a
    make-whole premium as of, and accrued and unpaid
    interest and special interest, if any, to the applicable
    redemption date.In addition, at any time prior to December 15, 2013, we may
    redeem up to 35% of the original aggregate principal amount of
    the exchange notes, using the net cash proceeds from certain
    equity offerings, at a redemption price of 109.000% of the
    principal amount thereof and may, during each
    12-month
    period commencing with the issue date, redeem up to 10% of the
    original aggregate principal amount of the exchange notes at a
    redemption price of 103%, in each case, plus accrued and unpaid
    interest and special interest, if any, to the applicable
    redemption date. See Description of the Exchange
    Notes  Optional Redemption.Mandatory Redemption
    
    None.Change of Control Offer
    
    If certain changes of control occur, we must give holders of the
    exchange notes an opportunity to sell us their exchange notes at
    a purchase price of 101% of the principal amount of such
    exchange notes, plus accrued and unpaid interest and special
    interest, if any, to the applicable repurchase date. The term
    change of control is defined under Description
    of the Exchange Notes Repurchase at the Option of
    Holders  Change of Control.Asset Sale Offer
    
    If we sell assets under certain circumstances and do not apply
    the proceeds as provided in Description of the Exchange
    Notes, we must offer to repurchase the exchange notes at a
    repurchase price equal to 100% of the principal amount of the
    exchange notes repurchased, plus accrued and unpaid interest and
    special interest, if any, to the applicable repurchase date. See
    Description of the Exchange Notes  Repurchase
    at the Option of Holders  Asset Sales.
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Certain Covenants
    
    The Indenture governing the exchange notes contains covenants
    that, among other things, limit our ability and our restricted
    subsidiaries ability to: incur additional indebtedness; pay dividends on, repurchase or make distributions
    in respect of our capital stock or make other restricted
    payments; make certain investments; sell, transfer or otherwise convey certain assets; create liens; designate our future subsidiaries as unrestricted
    subsidiaries; consolidate, merge, sell or otherwise dispose of all
    or substantially all of our assets; and enter into certain transactions with our affiliates.These covenants are subject to a number of important limitations
    and exceptions as described under Description of the
    Exchange Notes  Certain Covenants.Absence of an Established Public Market for the Exchange Notes
    
    We do not intend to apply for a listing of the exchange notes on
    any securities exchange. Accordingly, we cannot assure you that
    a liquid market for the exchange notes will develop or be
    maintained.Use of Proceeds
    
    We will not receive any proceeds from the exchange offer.Risk Factors
    
    See Risk Factors immediately following this summary
    for a discussion of the risks of investment in the exchange
    notes and participation in the exchange offer. You should
    carefully consider this information before deciding to
    participate in the exchange offer.
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Summary
    Historical and Unaudited Pro Forma Condensed
    Consolidated Financial Data
 18




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##### Table of Contents



Predecessor


Successor





SuccessorFiscal Year Ended


January 1, 2010


December 3, 2010


Pro Forma 2010


Three MonthsDecember 31,


Through


Through


Combined


Ended2008


2009


December 2, 2010


December 31, 2010


Period


March 31, 2011(dollars in thousands, except per share data)Statement of Operations Data:Net Sales

$
516,908


$
347,655


$
387,238


$
28,663


$
415,901


$
116,497Cost of goods sold(1)


359,409



245,043



256,948



21,910



282,349



83,271Gross margin


157,499



102,612



130,290



6,753



133,552



33,226Operating expenses(2)


113,565



82,932



92,657



19,575



101,957



26,534Operating income(loss)


43,934



19,680



37,633



(12,822
)


31,595



6,692Other income (expenses):Interest


(20,304
)


(20,850
)


(20,525
)


(2,273
)


(25,832
)


(6,297
)Amortization of deferred financing costs


(938
)


(1,052
)


(918
)


(170
)


(1,794
)


(371
)Settlement of retiree medical obligations






5,863Loss on debt extinguishment










(1,867
)Other


(80
)


147Income (loss) from continuing operations before income tax
    provision and discontinued operations


22,612



3,788



14,323



(15,265
)


3,969



24Income tax provision (benefit)


12,089



2,657



8,187



(585
)


7,409



75Income (loss) from continuing operations


10,523



1,131



6,136



(14,680
)


(3,440
)


(51
)Income from discontinued operations, net of tax


185



3,051Net income (loss)

$
10,708


$
4,182


$
6,136


$
(14,680
)

$
(3,440
)

$
(51
)Other Financial Data:EBITDA(3)

$
55,281


$
37,600


$
47,318


$
(11,024
)





$
12,482Adjusted EBITDA(3)


64,956



34,188



57,666



2,999







17,458Depreciation and amortization


12,365



12,962



12,667



1,986


$
25,006



6,161Capital expenditures


12,776



7,695



6,499



1,849



8,348



4,158   As of December 31,Predecessor


Successor


As of March 31,2008


2009


2010


2011Balance Sheet Data:Cash and cash equivalents

$
11,916


$
14,886


$
22,399


$
26,015Trusteed assets










183,685Property, plant and equipment, net of accumulated depreciation


47,501



46,687



75,796



75,823Total assets


494,369



454,945



780,085



615,865Current portion of Senior Subordinated Notes due 2014










176,095Total other debt


234,045



217,024



266,771



266,160Total stockholders equity


118,303



127,792



163,404



166,154     (1)
    
    The costs of certain purchasing functions previously included in
    selling, general, and administrative expenses in the statements
    of operations have been reclassified to cost of goods sold for
    all periods presented in the amount of $93 for the period from
    December 3, 2010 through December 31, 2010, $1,566 for
    the period from January 1, 2010 through December 2,
    2010, and $1,182 and $1,554 for the years ended
    December 31, 2009 and 2008, respectively.(2)
    
    Consists of selling, general and administrative expenses,
    amortization of intangibles and net periodic postretirement
    benefits.(3)
    
    We use certain measures that are not defined by GAAP to evaluate
    various aspects of our business. Such measurements include
    EBITDA and Adjusted EBITDA, which are
    not recognized in accordance with GAAP and should not be viewed
    as an alternative to GAAP measures of performance, including net
    income (loss) reported in accordance with GAAP. Use of EBITDA
    and Adjusted EBITDA has material limitations, and therefore
    management has provided reconciliations of EBITDA and Adjusted
    EBITDA to consolidated net income (loss). Adjusted EBITDA, as we
    defined it, may not be comparable to similarly titled measures
    used by other companies.
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##### Table of Contents



EBITDA represents income (loss) from continuing operations plus
    interest, net, income tax provision (benefit) and depreciation
    and amortization. Adjusted EBITDA represents EBITDA further
    adjusted to eliminate the expense (income) of certain other
    noteworthy events that we do not consider to relate to the
    operating performance of the period presented. These adjustments
    include other non-cash charges, including LIFO adjustments, cost
    of sales charges for values in excess of manufactured costs
    assigned to inventory acquired December 3, 2010, severance
    expense, non-cash stock compensation expense (income),
    acquisition expenses, loss on extinguishment of debt, loss on
    Venezuelan bad debt, settlements of prior years
    underpayments of custom duties and related legal fees,
    management fees to sponsor, public company expenses and
    settlement of retiree medical obligations. You are encouraged to
    evaluate these adjustments and the reasons we consider them
    appropriate for supplemental analysis. In evaluating Adjusted
    EBITDA, you should be aware that in the future we may incur
    expenses that are the same as or similar to some of the
    adjustments in this presentation. See
    Non-GAAP
    Financial Measures for a discussion of EBITDA and Adjusted
    EBITDA, including their limits as financial measures.We believe Adjusted EBITDA, while a
    non-GAAP
    measure, enhances the readers understanding of
    (a) underlying and continuing operating results in the
    reporting periods presented, and (b) our ability to comply
    with the financial covenants of our existing material debt
    agreements. The computation of Adjusted EBITDA for the three
    months ended March 31, 2011 is consistent with the
    measurement required for determining compliance with the fixed
    charge coverage covenant of the new Working Capital Facility and
    to assess the applicability of various incurrence
    provisions in the indenture governing our Senior Secured Notes
    due 2017. Adjusted EBITDA also facilities the readers
    ability to compare current period results to other periods by
    isolating the income or expense of certain noteworthy events.
    Adjusted EBITDA is reflective of management measurements which
    focus on operating spending levels and efficiencies and less on
    non-cash and
    certain periodic noteworthy items. For these reasons, Adjusted
    EBITDA is a significant component of the Companys annual
    incentive compensation program.  Although EBITDA and Adjusted EBITDA are not necessarily measures
    of our ability to fund our cash needs, we understand that they
    are frequently used by securities analysts, investors and other
    interested parties as measures of financial performance and to
    compare our performance with the performance of other companies
    that report EBITDA and Adjusted EBITDA. See the table below for
    a reconciliation of our EBITDA measures to net income (loss).
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Predecessor


Successor


SuccessorFiscal Year Ended


January 1, 2010


December 3, 2010


Three MonthsDecember 31,


Through


Through


Ended2008


2009


December 2, 2010


December 31, 2010


March 31, 2011(dollars in thousands)EBITDA and Adjusted EBITDA Reconciliation:Net income (loss)

$
10,708


$
4,182


$
6,136


$
(14,680
)

$
(51
)Less income from discontinued operations, net of tax


185



3,051



0



0



0Income (loss) from continuing operations


10,523



1,131



6,136



(14,680
)


(51
)Interest, net


20,304



20,850



20,328



2,255



6,297Income tax provision (benefit)


12,089



2,657



8,187



(585
)


75Depreciation and amortization


12,365



12,962



12,667



1,986



6,161EBITDA


55,281



37,600



47,318



(11,024
)


12,482Settlement of retiree medical obligations(a)






(5,863
)LIFO adjustments and fair value inventory step up(b)


4,094



(4,311
)


(673
)


1,730



4,314Severance expense(c)


4,030



3,820



686



8



39Non-cash stock compensation expense (income)


351



(358
)


1,213



25



132Loss on extinguishment of debt(d)










1,867Acquisition expenses(e)










4,763



11,990Loss on Venezuelan bad debt(f)






1,100Settlements of prior years underpayments of customs duties
    and related legal fees(g)






1,000



1,392



49Management fees to sponsor(h)














121



491Public company expenses(i)


1,200



1,200



1,100



100Adjusted EBITDA

$
64,956


$
34,188


$
57,666


$
2,999


$
17,458    (a)
    
    Represents a one-time settlement gain relating to the
    termination of a majority of our health care plans for retired
    employees recorded as of September 30, 2009.(b)
    
    Our U.S. subsidiaries use the last in, first-out
    (LIFO) method to value their inventories, and our
    foreign subsidiaries use the
    first-in,
    first-out (FIFO) method to value their inventories.
    This adjustment represents the LIFO related charge (credit) to
    cost of goods sold during the applicable period.In addition, the Company increased inventories to fair value in
    the purchase accounting adjustments recorded at acquisition.
    Approximately $1.7 million was charged to cost of goods
    sold in December 2010 and is added back in this adjustment.(c)
    
    Represents severance expense relating to personnel placed on
    permanent lay-off status, salaried positions eliminated in
    connection with restructurings and additional personnel electing
    to participate in a voluntary retirement program.(d)
    
    In the second quarter of 2010, we recorded a loss on
    extinguishment of debt related to prepayments of our second lien
    facility.(e)
    
    Represents direct Merger-related expenses. The Successor
    expenses consist primarily of Merger-related expenses pushed
    down from Irving Place Capital.(f)
    
    In 2009, we wrote off a receivable from a Venezuelan-based
    customer for sales in 2008. This amount was judged uncollectible
    by management due to currency controls imposed by the Venezuelan
    government.(g)
    
    For 2009, represents assessments by a foreign jurisdiction of
    customs duties related to prior years export sales
    activities. For 2010, U.S. duties liabilities related to prior
    periods and associated legal costs.(h)
    
    In connection with the Transactions, we entered into a
    management services agreement with Irving Place Capital, under
    which we have agreed to pay an annual advisory fee in an amount
    equal to the greater of $1.5 million annually or 2.5% of
    EBITDA (as defined in the management services agreement). See
    Certain Relationships and Related Transactions 
    Management Services Agreement.  (i)
    
    Represents estimated amount of legal, accounting, insurance,
    printing, stock exchange, director fees and other expenses that
    no longer apply to us since the consummation of the Transactions
    because our stock is no longer publicly traded. We cannot assure
    you that such amount will not be less than we currently estimate.
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RISK
    FACTORS  Any investment in the notes involves a high degree of risk.
    You should carefully consider the risks described below,
    together with the other information contained in this
    prospectus, before deciding whether to participate in this
    exchange offer. If any of the following risks actually occur,
    our business, financial condition, prospects, results of
    operations or cash flow could be materially and adversely
    affected. Additional risks or uncertainties not currently known
    to us, or that we currently deem immaterial, may also impair our
    business operations. We cannot assure you that any of the events
    discussed in the risk factors below will not occur, and, if such
    events do occur, you may lose all or part of your investment in
    the notes.
  Risks
    Related to the Exchange Offer
  There
    are significant consequences if you fail to exchange your
    outstanding notes.
    You
    cannot be sure that an active trading market for the exchange
    notes will develop.
    You
    must follow the appropriate procedures to tender your
    outstanding notes or they will not be exchanged.
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##### Table of Contents



The
    consummation of the exchange offer may not occur.
    You
    may be required to deliver prospectuses and comply with other
    requirements in connection with any resale of the exchange
    notes.
    Risks
    Related to the Notes and the Collateral
  We
    have a substantial amount of indebtedness, which may adversely
    affect our cash flow, our ability to operate our business and
    our ability to satisfy our obligations under the outstanding
    notes and the exchange notes.
    
    increase our vulnerability to adverse economic, industry or
    competitive developments;
    result in an event of default if we fail to satisfy our
    obligations with respect to the notes or other debt or fail to
    comply with the financial and other restrictive covenants
    contained in the Indenture governing the notes or agreements
    governing our other indebtedness, which event of default could
    result in all of our debt becoming immediately due and payable
    and could permit our lenders to foreclose on our assets securing
    such debt;
    require a substantial portion of cash flow from operations to be
    dedicated to the payment of principal and interest on our
    indebtedness, therefore reducing our ability to use our cash
    flow to fund our operations, capital expenditures and future
    business opportunities;
    make it more difficult for us to satisfy our obligations with
    respect to the notes;
    increase our cost of borrowing;
    restrict us from making strategic acquisitions or causing us to
    make non-strategic divestitures;
    limit our ability to service our indebtedness, including the
    notes;
    limit our ability to obtain additional financing for working
    capital, capital expenditures, debt service requirements,
    acquisitions and general corporate or other purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business or the industry in which we operate, placing us
    at a competitive disadvantage compared to our competitors who
    are less highly leveraged and who therefore may be able to take
    advantage of opportunities that our leverage prevents us from
    exploiting; and
    prevent us from raising the funds necessary to repurchase all
    notes tendered to us upon the occurrence of certain changes of
    control, which failure to repurchase would constitute a default
    under the Indenture governing the notes. 23




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Despite
    our substantial indebtedness level, we and our subsidiaries may
    still be able to incur substantial additional amounts of debt,
    which could further exacerbate the risks associated with our
    indebtedness.
  winding-up
  We may
    not be able to generate sufficient cash to service the notes or
    our other indebtedness, and may be forced to take other actions
    to satisfy our obligations under our indebtedness, which may not
    be successful.
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The
    notes will be structurally subordinated to indebtedness and
    other liabilities of our non-guarantor
    subsidiaries.
        We are
    a holding company, and therefore our ability to repay our
    indebtedness, including the notes, is dependent on the cash flow
    generated by our subsidiaries and their ability to make
    distributions to us.
    The
    Indenture governing the notes and the credit agreement governing
    the Working Capital Facility contain various covenants limiting
    the discretion of our management in operating our business and
    could prevent us from capitalizing on business opportunities and
    taking some corporate actions.
    
    incur additional indebtedness;
    issue certain preferred stock or redeemable stock;
    pay dividends on, repurchase or make distributions in respect of
    our capital stock or make other restricted payments;
    make certain investments;
    sell, transfer or otherwise convey certain assets;
    create or incur liens;
    designate our subsidiaries as unrestricted subsidiaries; 25




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##### Table of Contents




    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets;
    enter into a new or different line of business; and
    enter into certain transactions with our affiliates.          Certain
    of our assets are subject to senior priority security interests
    on collateral that secure the notes on a junior basis.
    Therefore, your ability to receive payments on the notes will be
    subject to the prior satisfaction of all such obligations, to
    the extent of the value of such collateral.
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##### Table of Contents



The
    intercreditor agreement in connection with the Indenture
    governing the notes limits the rights of the holders of the
    notes and their control with respect to the collateral securing
    the notes.
    The
    waiver in the intercreditor agreement of rights of marshalling
    may adversely affect the recovery rates of holders of the notes
    in a bankruptcy or foreclosure scenario.
    There
    may not be sufficient collateral to pay all or any of the
    notes.
     27




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and/or
        and/or
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The
    rights of noteholders in the collateral may be adversely
    affected by the failure to perfect security interests in the
    collateral and other issues generally associated with the
    realization of security interests in the
    collateral.
          Any
    future pledge of collateral might be voidable in
    bankruptcy.
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The
    collateral is subject to casualty risks.
      We may
    be unable to repay or repurchase the notes at
    maturity.
    In the
    event of our bankruptcy, the ability of the holders of the notes
    to realize upon the collateral will be subject to certain
    bankruptcy law limitations.
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##### Table of Contents



and/or
  If an
    Australian guarantor defaults on its guarantee, your right to
    receive payments on the notes or the guarantee may be materially
    adversely affected by Australian insolvency laws.
          The
    value of the collateral securing the notes may not be sufficient
    to secure post  petition interest.
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##### Table of Contents



debtor-in-possession
  The
    collateral securing the notes may be diluted under certain
    circumstances.
      We may
    not be able to repurchase the notes upon a change of
    control.
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##### Table of Contents



Federal
    and state fraudulent transfer laws may permit a court to void
    the notes and the guarantees, subordinate claims in respect of
    the notes and any guarantees and require holders of the notes to
    return payments received and, if that occurs, you may not
    receive any payments on the notes.
    
    we or any of the guarantors, as applicable, were insolvent or
    rendered insolvent by reason of the issuance of the notes or the
    incurrence of the guarantees;
    the issuance of the notes or the incurrence of the guarantees
    left us or any of the guarantors, as applicable, with an
    unreasonably small amount of capital to carry on the
    business; or
    we or any of the guarantors intended to, or believed that we or
    such guarantor would, incur debts beyond our or such
    guarantors ability to pay such debts as they mature.      
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all its assets;
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liability on
    its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due. 33




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Corporate
    benefit laws and other limitations on the guarantees and
    security may adversely affect the validity and enforceability of
    the guarantees of the notes and security granted by the
    guarantors.
    Certain
    assets will be excluded from the collateral securing the notes,
    including assets of our subsidiaries that do not guarantee the
    notes.
     34




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##### Table of Contents



We
    will in most cases have control over the collateral securing the
    notes.
    There
    are circumstances other than repayment or discharge of the notes
    under which the collateral securing the notes and guarantees
    will be released automatically, without your consent or the
    consent of the collateral trustee.
    
    to enable the sale, transfer or other disposal of such
    collateral in a transaction not prohibited under the Indenture
    governing the notes or the Working Capital Facility, including
    the sale of any entity in its entirety that owns or holds such
    collateral;
    with respect to collateral held by a guarantor, upon the release
    of such guarantor from its guarantee; and
    with respect to any ABL Collateral, upon any release by the
    lenders under the Working Capital Facility of their first
    priority security interest in such ABL Collateral in connection
    with the exercise of remedies (other than any such release
    granted following the discharge of the obligations with respect
    to the Working Capital Facility).    Risks
    Relating to our Business
  Our
    business is cyclical and is affected by global economic
    conditions, particularly those affecting
    steel-related
    construction and fabrication activities, as well as other
    factors that are outside of our control, any of which may have a
    material adverse effect on our business, results of operations
    and financial condition.
  year-over-year
 35




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Our
    future operating results may be adversely affected by
    fluctuations in the prices and availability of raw
    materials.
      We may
    not be able to implement our cost-reduction initiatives on the
    anticipated timetable or successfully, which may adversely
    affect us.
    Our
    international sales and operations face special
    risks.
    
    currency exchange rate fluctuations;
    differing protections of intellectual property;
    trade barriers;
    regional economic uncertainty;
    labor unrest;
    governmental currency exchange controls;
    differing (and possibly more stringent) labor regulation; 36




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##### Table of Contents




    governmental expropriation;
    domestic and foreign customs, tariffs and taxes;
    current and changing regulatory environments;
    difficulty in obtaining distribution support;
    difficulty in staffing and managing widespread operations;
    terrorist activities and the U.S. and international
    response thereto;
    restrictions on the transfer of funds into or out of a country;
    export duties and quotas;
    differences in the availability and terms of financing;
    violations by non-US contractors of labor and wage standards and
    resulting adverse publicity;
    violations of the Foreign Corrupt Practices Act, economic
    sanctions regimes (including those administered by the Office of
    Foreign Asset Control of the Department of the
    U.S. Treasury) and other international laws and
    regulations; and
    political instability and unrest.        We are
    subject to currency fluctuations and face risks arising from the
    imposition of exchange controls and currency
    devaluations.
     37




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The
    acquisition transactions and future transactions could limit our
    use of net operating loss carryforwards.
    We
    rely in large part on independent distributors for sales of our
    products and the continued consolidation of distributors, loss
    of key distributors or the increased purchases by our
    distributors from our competitors could materially harm our
    business.
    Our
    business is highly competitive, and increased competition could
    reduce our sales, earnings and profitability.
   38




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Failure
    to enhance existing products and develop new products may
    adversely impact our financial results.
    If we
    cannot adequately enforce or protect our intellectual property
    rights, our competitive position will suffer, and we may incur
    significant additional costs in defending our use of
    intellectual property rights.
      We are
    subject to risks caused by changes in interest
    rates.
   39




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We are
    subject to risks caused by disruptions in the credit
    markets.
      If our
    relationships with our employees were to deteriorate, we could
    be adversely affected.
    If we
    are unable to retain and hire key employees, we could be
    adversely affected.
    Liabilities
    relating to litigation alleging manganese induced illness could
    reduce our profitability and impair our financial
    condition.
      Our
    products involve risks of personal injury and property damage,
    which expose us to potential liability.
   40




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We are
    subject to various environmental laws and regulations and may
    incur costs that have a material adverse effect on our financial
    condition as a result of violations of or liabilities under
    environmental laws and regulations.
     41




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THE
    EXCHANGE OFFER  Purpose
    and Effect of the Exchange Offer
    
    file an exchange offer registration statement with the SEC with
    respect to a registered offer to exchange the outstanding notes
    for the exchange notes; and
    cause the registration statement to be declared effective by the
    SEC under the Securities Act by July 1, 2011.      
    will be registered under the Securities Act;
    will not bear restrictive legends restricting their transfer
    under the Securities Act;
    will not be entitled to the registration rights that apply to
    the outstanding notes; and
    will not contain provisions relating to the payment of
    additional interest in connection with the outstanding notes
    under circumstances relating to the timing of the exchange offer.      
    you are acquiring the exchange notes in the ordinary course of
    business;
    at the time of the commencement and consummation of the exchange
    offer you have not entered into any arrangement or understanding
    with any person to participate in the distribution (within the
    meaning of the Securities Act) of the exchange notes in
    violation of the provisions of the Securities Act;
    you are not engaged in, and do not intend to engage in, a
    distribution of the exchange notes;
    you are not our affiliate (as defined in
    Rule 405 under the Securities Act) or an
    affiliate of any of our guarantors; and
    you are not acting on behalf of any person who could not
    truthfully make the foregoing representations.   42




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Terms of
    the Exchange Offer
               43




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
    to accept tendered outstanding notes upon the expiration of the
    tender offer, and extend the exchange offer with respect to
    untendered outstanding notes;
    to delay accepting any outstanding notes or, if we determine
    that any of the conditions set forth below under
     Conditions to the Exchange Offer have
    not occurred or have not been satisfied, to terminate the
    exchange offer and not accept any outstanding notes for exchange
    by giving oral or written notice of such termination to the
    exchange agent; and
    to waive any condition or amend the terms of the exchange offer
    in any manner, subject to the terms of the registration rights
    agreement.  Acceptance
    of Outstanding Notes for Exchange and Issuance of Exchange
    Notes
        
    you have full power and authority to tender, exchange, sell,
    assign and transfer outstanding notes;
    we will acquire good, marketable and unencumbered title to the
    tendered outstanding notes, free and clear of all liens,
    restrictions, charges and other encumbrances; and
    the outstanding notes tendered for exchange are not subject to
    any adverse claims or proxies.    Procedures
    for Tendering Outstanding Notes
  Valid
    Tender
   44




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
    transmit a properly completed and duly executed letter of
    transmittal, including all other documents required by such
    letter of transmittal (including outstanding notes), to the
    exchange agent at the address set forth below under the heading
     Exchange Agent;
    if outstanding notes are tendered pursuant to the book-entry
    procedures set forth below, the tendering holder must deliver a
    completed and duly executed letter of transmittal or arrange
    with DTC to cause an agents message to be transmitted with
    the required information (including a book-entry confirmation)
    to the exchange agent at the address set forth below under the
    heading  Exchange Agent; or
    comply with the provisions set forth below under
     Guaranteed Delivery.    
    the exchange agent must receive the certificates for the
    outstanding notes and the letter of transmittal;
    the exchange agent must receive a timely confirmation of the
    book-entry transfer of the outstanding notes being tendered into
    the exchange agents account at DTC, along with the letter
    of transmittal or an agents message; or
    the holder must comply with the guaranteed delivery procedures
    described below.          The method of delivery of the certificates for the
    outstanding notes, the letter of transmittal and all other
    required documents is at the election and sole risk of the
    holders. If delivery is by mail, we recommend registered mail
    with return receipt requested, properly insured, or overnight
    delivery service. In all cases, you should allow sufficient time
    to assure timely delivery. No letters of transmittal or
    outstanding notes should be sent directly to us.
  Delivery is complete when the exchange agent actually
    receives the items to be delivered. Delivery of documents to DTC
    in accordance with DTCs procedures does not constitute
    delivery to the exchange agent.
  Signature
    Guarantees
    
    by a registered holder of outstanding notes who has not
    completed the box entitled Special Issuance
    Instructions or Special Delivery Instructions
    on the letter of transmittal or
    for the account of an eligible institution. 45




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Rule 17Ad-15
  
    a bank;
    a broker, dealer, municipal securities broker or dealer or
    government securities broker or dealer;
    a credit union;
    a national securities exchange, registered securities
    association or clearing agency; or
    a savings association.      Deemed
    Representations
                By
    tendering your outstanding notes you are deemed to have made
    these representations.
         46




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##### Table of Contents



Book-Entry
    Transfers
      
    the letter of transmittal or a facsimile thereof, or an
    agents message in lieu of the letter of transmittal, with
    any required signature guarantees and any other required
    documents must be transmitted to and received by the exchange
    agent prior to the expiration date at the address given below
    under  Exchange Agent or
    the guaranteed delivery procedures described below must be
    complied with.  Guaranteed
    Delivery
    
    the tender is made by or through an eligible institution;
    the eligible institution delivers a properly completed and duly
    executed notice of guaranteed delivery, substantially in the
    form provided, to the exchange agent on or prior to the
    expiration date:
    setting forth the name and address of the holder of the
    outstanding notes being tendered and the amount of the
    outstanding notes being tendered;
    stating that the tender is being made; and
    guaranteeing that, within three (3) business days after the
    date of execution of the notice of guaranteed delivery, the
    certificates for all physically tendered outstanding notes, in
    proper form for transfer, or a book-entry confirmation, as the
    case may be, together with a properly completed and duly
    executed letter of transmittal, or an agents message, with
    any required signature guarantees and any other documents
    required by the letter of transmittal, will be deposited by the
    eligible institution with the exchange agent; and
    the exchange agent receives the certificates for the outstanding
    notes, or a confirmation of book-entry transfer, and a properly
    completed and duly executed letter of transmittal, or an
    agents message in lieu thereof, with any required
    signature guarantees and any other documents required by the
    letter of transmittal within three (3) business days after
    the notice of guaranteed delivery is executed for all such
    tendered outstanding notes.     47




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Determination
    of Validity
      
    to reject any tenders determined to be in improper form or
    unlawful;
    to waive any of the conditions of the exchange offer; and
    to waive any condition or irregularity in the tender of
    outstanding notes by any holder, whether or not we waive similar
    conditions or irregularities in the case of other holders.    Resales
    of Exchange Notes
      
    the exchange notes acquired in the exchange offer are being
    obtained in the ordinary course of business of the person
    receiving the exchange notes;
    at the time of the commencement and consummation of the exchange
    offer the holder has not entered into any arrangement or
    understanding with any person to participate in the distribution
    (within the meaning of the Securities Act) of the exchange notes
    in violation of the provisions of the Securities Act;  
    the holder is not an affiliate (as defined under the
    Securities Act) of the Company or any guarantor; and  
    the holder is not acting on behalf of any person who could not
    truthfully make the foregoing representations.   48




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
    may not rely on the applicable interpretations of the staff of
    the SEC referred to above and therefore may not participate in
    the exchange offer; and
    must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any resale
    transaction.    Withdrawal
    Rights
      
    specify the name of the person tendering the outstanding notes
    to be withdrawn;
    identify the outstanding notes to be withdrawn, including the
    total principal amount of outstanding notes to be withdrawn;
    where certificates for outstanding notes are transmitted, list
    the name of the registered holder of the outstanding notes if
    different from the person withdrawing the outstanding notes;
    contain a statement that the holder is withdrawing his election
    to have the outstanding notes exchanged; and
    be signed by the holder in the same manner as the original
    signature on the letter of transmittal by which the outstanding
    notes were tendered, including any required signature
    guarantees, or be accompanied by documents of transfer to have
    the trustee with respect to the outstanding notes register the
    transfer of the outstanding notes in the name of the person
    withdrawing the tender.   49




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Conditions
    to the Exchange Offer
          Exchange
    Agent
    By Mail or Overnight Courier:

By Certified or Registered Mail:

By Hand Delivery:60 Livingston Avenue

60 Livingston Avenue

60 Livingston AvenueSt. Paul, Minnesota 55107

St. Paul, Minnesota 55107

1st

    Floor  Bond Drop WindowAttn: Specialized Finance

Attn: Specialized Finance

St. Paul, Minnesota 55107By Facsimile Transmission

To Confirm by Telephone:(for Eligible Institutions only)(651)
    495-8158

(800) 934-6802  50




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If you deliver letters of transmittal and any other required
    documents to an address or facsimile number other than those
    listed above, your tender is invalid.
  Fees and
    Expenses
  out-of-pocket
    Transfer
    Taxes
    Accounting
    Treatment
    Consequences
    of Failure to Exchange Outstanding Notes
         51




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Consequences
    of Exchanging Outstanding Notes
    
    such exchange notes are acquired in the ordinary course of such
    holders business; and
    such holder, other than broker-dealers, has not entered into any
    arrangement or understanding with any person to participate in
    the distribution (within the meaning of the Securities Act) of
    the exchange notes in violation of the provisions of the
    Securities Act.    
    such holder is not an affiliate (as defined in
    Rule 405 of the Securities Act) of the Company or any
    guarantor of the Company;
    at the time of the commencement and consummation of the exchange
    offer, such holder has not entered into any arrangement or
    understanding with any person to participate in the distribution
    (within the meaning of the Securities Act) of the exchange notes
    in violation of the provisions of the Securities Act;  
    such holder is acquiring the exchange notes in the ordinary
    course of its business; and  
    such holder is not acting on behalf of any person who could not
    truthfully make the foregoing representations.     52




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USE OF
    PROCEEDS   CAPITALIZATION    As ofMarch 31,2011(in millions)Debt:Working Capital Facility(1)

$
Senior Secured Notes due 2017


260.0Existing senior subordinated notes due 2014(2)


Capital leases


6.2Total debt


266.2Stockholders equity


166.2Total capitalization

$
432.4     (1)
    
    In connection with the Transactions, we entered into the Working
    Capital Facility, which is a $60.0 million asset-based,
    revolving credit facility. At March 31, 2011, based on our
    borrowing base, we had approximately $51.5 million
    available for borrowings thereunder, subject to meeting
    customary borrowing conditions. For a description of the Working
    Capital Facility, see Description of Other
    Indebtedness  Working Capital Facility.(2)
    
    The Companys Senior Subordinated Notes due 2014 were
    redeemed February 1, 2011. See Note 9 
    Debt and Capital Lease Obligationsto the audited
    financial statements. 53




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UNAUDITED
    PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONS      
    Each share of Predecessors common stock, including
    restricted shares, outstanding immediately prior to the Merger
    were cancelled and converted into the right to receive $15 in
    cash per share, without interest.
    Each outstanding option to acquire Predecessors common
    stock outstanding immediately prior to the Merger vested (if
    unvested) and was cancelled in exchange for the right to receive
    cash for the excess of $15 per share over the per share exercise
    price of the option.
    Successor received $176,010 in equity contributions and became a
    wholly-owned subsidiary of Technologies.
    Successor entered into an amended asset-backed credit facility
    (the Working Capital Facility) to provide for
    borrowings not to exceed $60,000 (including up to $10,000 for
    letters of credit) of borrowings, subject to the borrowing base
    capacity of certain customer receivables and inventories.
    Successor issued $260,000 aggregate principal amount of
    9% Senior Secured Notes due 2017. The Senior Secured Notes
    are guaranteed on a secured basis by substantially all of the
    Companys current and future assets.
    A notice of redemption was issued on December 3, 2010 for
    the $172,327 outstanding aggregate principal amount of
    91/4% Senior
    Subordinated Notes due 2014, and the Company irrevocably
    deposited $183,672 with the Trustee to redeem the Senior
    Subordinated Notes at 101.542% and pay the related accrued
    interest due on February 1, 2011.     54




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Thermadyne
    Holdings Corporation
  Unaudited
    Pro Forma Condensed Consolidated Statement of Operations
 For the
    Combined Period (Twelve Months) ended December 31,
    2010
  HistoricalPredecessor



Successor





ProJanuary 1 to



December 3


Pro Forma


Forma 2010December 2,



to December


Transaction


Combined2010



31, 2010


Adjustments


Period(dollars in thousands)Net sales

$
387,238



$
28,663


$
0


$
415,9014,548
(a)(1,672
)(b)Cost of goods sold


256,948




21,910



615
(c)


282,349Gross margin


130,290




6,753



(3,491
)


133,552(16,753
)(d)1,330
(a)Selling, general and administrative expenses


90,142




19,044



1,379
(e)


95,142Amortization of intangibles


2,515




531



3,769
(f)


6,815Operating income (loss)


37,633




(12,822
)


6,784



31,595Other income (expenses):Interest


(20,525
)



(2,273
)


(3,034
)(g)


(25,832
)Amortization of deferred financing costs


(918
)



(170
)


(706
)(h)


(1,794
)Gain (loss) on debt extinguishment


(1,867
)



0



1,867
(i)


0Income (loss) from continuing operations before income tax
    provision


14,323




(15,265
)


4,911



3,969Income tax provision (benefit)


8,187




(585
)


(193
)(j)


7,409Income from continuing operations

$
6,136



$
(14,680
)

$
5,104


$
(3,440
)   Notes to Unaudited Pro Forma Condensed Consolidated Statement
    of Operations
 For the Combined Period (Twelve Months) Ended
    December 31, 2010
 (dollars in thousands)
    (a)
    
    Depreciation expense increase
    resulted from the $29,130
    step-up of
    property, plant and equipment to their estimated fair values at
    the Merger date, and estimated useful lives assigned to
    property, plant and equipment at the closing date of the Merger.
    Depreciation expense was calculated for the Pro Forma period
    based on the property, plant and equipment at fair value (as of
    the Merger date) 55




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being depreciated on a
    straight-line basis over periods of ten to twenty-five years for
    buildings and improvements, three to ten years for machinery and
    equipment, and capital leases over the lesser of the lease term
    or the underlying assets useful life.  (b)
    
    Inventories were adjusted to their
    estimated fair values at the closing date of the Merger. During
    the Successor Period of December 3, 2010 to
    December 31, 2010, a portion of these foreign based
    inventories accounted for using the FIFO method were sold and,
    accordingly, the excess of appraised values of these inventories
    over cost was expensed. (The U.S. locations record their
    inventories on the LIFO basis and accordingly there was no
    adjustment for these locations.)  (c)
    
    The Predecessor experienced changes
    in inventory levels that resulted in adjustments to the recorded
    LIFO reserve and cost of goods sold which are eliminated.  (d)
    
    Eliminates transaction related
    costs recognized in our historical operating results due to
    their non-recurring nature. This adjustment does not include the
    IPC advisory fee of $121. See
    Note 3Acquisition, to the audited financial
    statements.  (e)
    
    The Successor pays an advisory fee
    to Irving Place Capital for certain financial, strategic,
    advisory and consulting services pursuant to an agreement with
    IPC. The annual advisory fee is the greater of $1,500 or 2.5% of
    EBITDA (as defined). The adjustment reflects the annual advisory
    fee less $121 of advisory fee recorded from December 3,
    2010 to December 31, 2010. See Note 18-Certain
    Relationships and Transactions, to the audited financial
    statements.  (f)
    
    Intellectual property bundles
    (which include patents) and customer relationship intangible
    assets were adjusted to fair value at the closing date of the
    Merger and useful lives were estimated. Amortization expense is
    adjusted to reflect the amortization of intellectual property
    bundles ($81,380 at the Merger date) and customer relationship
    intangible assets ($54,920 at the Merger date) using the
    straight-line method over their estimated useful lives of
    20 years for the Pro Forma period, less Predecessor
    amortization expense for intangible assets of $3,046 for the
    period January 1, 2010 to December 2, 2010.  (g)
    
    Reflects pro forma interest expense
    resulting from the new indebtedness calculated as follows:  Interest expense on the outstanding $260,000 Senior Secured
    Notes at 9% interest less $1,820 accrued for the period
    December 3, 2010 to December 31, 2010

$
21,580Less net interest expense on Senior Subordinated Notes due 2014,
    at
    91/4%
    plus Special Interest


(17,833
)Less amortization of terminated interest rate swap agreement


428Less interest expense on Second Lien Facility


(1,347
)Plus interest expense on portion of Second Lien Facility balance
    assumed to be refinanced through the new Working Capital Facility


206Net adjustment to interest expense

$
3,034   Debt and Capital Lease Obligations
  (h)
    
    Amortization of deferred financing
    costs increased as follows:  Amortization of deferred financing costs related to the Senior
    Secured Notes due 2017

$
1,491Less amortization of deferred financing costs related to the
    Senior Subordinated Notes due 2014


(604
)Amortization of deferred financing costs related to the Working
    Capital Facility


303Less amortization of the prior working capital facility


(443
)Less amortization expense related to the Second Lien Facility


(41
)Net adjustment to amortization of deferred financing costs

$
706     (i)
    
    Eliminates the loss on debt
    extinguishment recorded in June 2010 upon voluntary repayment of
    Second Lien Facility.  (j)
    
    To the extent the previously
    detailed adjustments to the statement of operations affected
    Income (loss) from continuing operations before income tax
    provision, the provision for income tax for the period
    also needed to be adjusted. The Company prepares a tax provision
    model which calculates a tax provision expense for its financial
    statements by breaking down pretax income by country and taxing
    jurisdiction, projecting tax/book differences, applying the
    relevant tax rates and credits for each jurisdiction, and adding
    discrete adjustments as necessary. For the Predecessor Period
    (January 1 to December 2, 2010), based on the mix of
    factors and tax rates for each taxing jurisdiction, the
    effective tax rate for the Company was approximately 57%. For
    the Pro Forma 2010 Combined Period, the Company modified its tax
    provision model for the adjustments listed above, which produced
    a newly calculated Tax Provision based on the pro forma amounts.
    The effective tax rate for the Pro Forma 2010 Combined Period
    was approximately 187%. The increase in the effective tax rate
    for the Pro Forma 2010 Combined Period is due mainly to the
    effect of tax and book differences resulting from the Merger. 56




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At December 3, 2010:Purchase price of outstanding equity (cash payments for
    Predecessor common shares, restricted stock and options at $15
    per share)





$
213,926Acquisition related costs:Included in selling, general and administrative expenses:December 3 through December 31, 2010 (including $121 of IPC
    advisory fee)





$
12,111
(a)January 1 through December 2, 2010






4,763
(a)Deferred to balance sheet, to be amortized over life of related
    debt:Deferred debt issuance fees






14,723Total acquisition related costs





$
31,597Allocation of purchase price:Total current assets





$
187,147
(b)Property, plant and equipment






75,250Intangible assets:Corporate trademarks

$
19,079Intellectual property bundles


81,380Customer relationships


54,920Total intangibles






155,379
(c)Goodwill






164,678Other assets including deferred tax asset of $414






1,273Total assets acquired





$
583,727Total current liabilities excluding current portion of debt and
    deferred tax liability





$
84,831
(d)Senior subordinated notes due 2014, including call premium






177,066Working capital facility due 2012






3,347Capital leases






8,345Deferred tax liability






81,173Other long-term liabilities






15,039Total liabilities assumed






369,801Net assets acquired





$
213,926     (a)
    
    Transaction related expenditures for legal and professional
    services were reported as selling, general and administrative
    expenses with $12,111 recorded in the Successor Period ended
    December 31, 2010 and $4,763 in the selling general and
    administrative expenses in the Predecessor Period ended
    December 2, 2010. The summation of Acquisition related
    costs from December 3 through December 31, 2010 including
    $121 of IPC advisory fees ($12,111) and from January 1 through
    December 2, 2010 ($4,763) is $16,874. The summation of
    these two amounts excluding the IPC advisory fee of $121 is
    $16,753 and is referenced in note (d) in the Notes to
    Unaudited Pro Forma Condensed Consolidated Statement of
    Operations For the Combined Period (Twelve Months) Ended
    December 31, 2010 above. (b)
    
    Total current assets includes cash of $20,772, accounts
    receivable of $67,756, inventories of $88,869, and deferred tax
    assets of $2,863. (c)
    
    Goodwill of $164,678 arising from the Acquisition represents the
    excess of the purchase price over specifically identified
    tangible and intangible assets, and is primarily attributable to
    the growth potential of the Company. The Company has one
    operating segment and thus one unit of reporting for goodwill.
    Approximately $2,124 of the amounts recorded for intangibles are
    deductible for tax purposes. (d)
    
    Total current liabilities excluding current portion of debt and
    deferred tax liability includes accounts payable of $30,962 and
    accrued liabilities of $44,144. 57




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##### Table of Contents



SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL DATA      Predecessor



SuccessorJanuary 1, 2010



December 3, 2010


Three MonthsFiscal Year Ended December 31,


through



through


Ended2006


2007


2008


2009


December 2, 2010



December 31, 2010


March 31, 2011(dollars in thousands)Consolidated Statements of Operations Data:Net sales

$
445,727


$
493,975


$
516,908


$
347,655


$
387,238



$
28,663


$
116,497Cost of goods sold(1)


316,397



341,116



359,409



245,043



256,948




21,910



83,271Gross margin


129,330



152,859



157,499



102,612



130,290




6,753



33,226Selling, general and administrative expenses(1)


96,463



105,626



110,890



80,239



90,142




19,044



24,830Amortization of intangibles


2,894



2,921



2,675



2,693



2,515




531



1,704Operating income (loss)


29,973



44,312



43,934



19,680



37,633




(12,822
)


6,692Other income (expenses):Interest, net


(26,512
)


(26,799
)


(20,304
)


(20,850
)


(20,525
)



(2,273
))


(6,297
)Amortization of deferred financing costs


(1,344
)


(1,444
)


(938
)


(1,052
)


(918
)



(170
)


(371
)Settlement of retiree medical obligations














5,863








Loss on debt extinguishment


















(1,867
)



Other


(44
)


82



(80
)


147








Income (loss) from continuing operations before income tax
    provisions and discontinued operations


2,073



16,151



22,612



3,788



14,323




(15,265
)


24Income tax provision (benefit)


(405
)


5,515



12,089



2,657



8,187




(585
)


75Income (loss) from continuing operations


2,478



10,636



10,523



1,131



6,136




(14,680
)


(51
)Income (loss) from discontinued operations, net of tax


(25,525
)


(1,971
)


185



3,051








Net income (loss)

$
(23,047
)

$
8,665


$
10,708


$
4,182


$
6,136



$
(14,680
)

$
(51
)   58




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##### Table of Contents



Predecessor



SuccessorJanuary 1, 2010



December 3, 2010


Three MonthsFiscal Year Ended December 31,


through



through


Ended2006


2007


2008


2009


December 2, 2010



December 31, 2010


March 31, 2011(dollars in thousands)Statements of Cash Flow Data:Net cash (used in) provided by operating activities(1)

$
(14,413
)

$
24,622


$
18,390


$
21,504


$
45,128



$
(7,657
)

$
777Net cash (used in) provided by investing activities


5,959



1,938



(16,926
)


(8,056
)


(6,840
)



(2,037
)


(4,250
)Net cash (used in) provided by financing activities(1)


6,212



(22,455
)


(4,515
)


(12,227
)


(32,836
)



(10,852
)


6,837Capital expenditures


8,499



11,358



12,776



7,695



6,499




1,849



4,158Depreciation and amortization


15,784



13,117



12,365



12,962



12,667




1,986



6,161Consolidated Balance Sheets Data:Cash and cash equivalents

$
11,310


$
16,159


$
11,916


$
14,886







$
22,399


$
26,015Trusteed assets























183,685Accounts receivable, less allowance for doubtful accounts


78,996



83,852



72,044



56,589








65,641



72,535Inventories


97,141



90,961



102,479



74,381








85,440



88,080Total assets


518,947



497,427



494,369



454,945








780,085



615,865Total debt(2)


256,996



234,578



234,045



217,024








442,866



266,160Total stockholders equity


103,504



122,084



118,303



127,792








163,404



166,154Other Data:Ratio of earnings to fixed charges(3)


1.1
x


1.5
x


1.9
x


1.2 x



1.6
x



N/A
(4)


1.0xPro forma ratio of earnings to fixed charges(3)























1.1 x     (1)
    
    The costs of certain purchasing functions previously included in
    selling, general, and administrative expenses in the statements
    of operations have been reclassified to cost of goods sold for
    all periods presented in the amounts of $93 for the period from
    December 3, 2010 through December 31, 2010, $1,566 for
    the period from January 1, 2010 through December 2,
    2010, and $1,182, $1,554, $1,494 and $1,345 for the years ended
    December 31, 2009, 2008, 2007 and 2006, respectively. Stock
    compensation expenses (gains) previously classified as a
    financing activity in the statements of cash flows have been
    reclassified to operating activities for all periods presented
    in the amounts of $25 for the period from December 3, 2010
    through December 31, 2010, $682 for the period from
    January 1, 2010 through December 2, 2010, and $(579),
    $1,362, $1,609 and $1,053 for the years ended December 31,
    2009, 2008, 2007 and 2006, respectively.(2)
    
    Total debt at December 31, 2010 includes the Senior
    Subordinated Notes due 2014, which were redeemed with the use of
    the trusteed assets on February 1, 2011.(3)
    
    For purposes of calculating the ratio of earnings to fixed
    charges and the pro forma earnings to fixed charges, earnings
    represents the sum of income from continuing operations before
    income tax provisions and discontinued operations plus fixed
    charges. Fixed charges consist of interest expense, amortization
    of deferred financing costs and the portion of rental expense
    that management believes is representative of the interest
    component of rent expense.  (4)
    
    Earnings were inadequate to cover fixed charges for the twelve
    months ended December 31, 2009 by $0.9 million, and
    for the period from December 3, 2010 to December 31,
    2010 by $15.3 million. 59




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
    RESULTS OF OPERATIONS  Overview
               60




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##### Table of Contents



Recent
    Developments
    Key
    Indicators
     61




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##### Table of Contents



Discontinued
    Operations
  Discontinued Operations
  Results
    of Operations
  Discontinued Operations
  Three
    Months Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
      Net
    sales
  Predecessor



SuccessorThree Months Ended March 31,2010



2011


% Change(Dollars in thousands)Net sales summary:U.S.

$
52,623



$
66,098



25.6
%International


43,994




50,399



14.6
%Consolidated

$
96,617



$
116,497



20.6
%    62




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##### Table of Contents



Gross
    margin
  Predecessor



SuccessorThree Months Ended March 31,2010



2011


% Change(Dollars in thousands)Gross margin

$
32,040



$
33,226



3.7
%Gross margin as a percent of net sales


33.2
%



28.5
%   last-in
  Selling,
    general and administrative expenses
  Predecessor



SuccessorThree Months Ended March 31,2010



2011


% Change(Dollars in thousands)Selling, general and administrative (SG&A)
    expenses

$
21,422



$
24,830



15.9
%SG&A as a percent of net sales


22.2
%



21.3
%     Interest,
    net
  Predecessor



SuccessorThree Months Ended March 31,2010



2011


% Change(Dollars in thousands)Interest, net

$
6,336



$
6,297



(0.6
%)     Income
    tax provision
  Predecessor



SuccessorThree Months Ended March 31,2010



2011


% Change(Dollars in thousands)Income tax provision (benefit)

$
1,045



$
75



(92.8
)%Percent of income before tax


31
%



313
%  63




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##### Table of Contents



2010
    Compared to 2009
    2010
    Predecessor Period (January 1, 2010 to December 2,
    2010)
          2010
    Successor Period (December 3, 2010 to December 31,
    2010)
   64




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##### Table of Contents



first-in,
            Pro Forma
    Year Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
       65




---



##### Table of Contents



2009
    Compared to 2008
     66




---



##### Table of Contents



Restructuring
    and Other Charges
     67




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Liquidity
    and Capital Resources
    Three
    Months Ended March 31, 2011 Compared to Three Months Ended
    March 31, 2010
    Predecessor



SuccessorThree Months EndedMarch 31,2010



2011(Dollars in thousands)Net cash provided by (used in) continuing operations:Operating activities

$
18,631



$
777Investing activities


(1,717
)



(4,250
)Financing activities


(9,643
)



6,837Effect of exchange rates


195




252Cash provided by continuing operations

$
7,466



$
3,616   Operating Activities.
  
    Accounts receivable increased $6.3 million during the three
    months ended March 31, 2011 and increased $5.6 million
    during the same period in 2010 as a result of increased sales in
    each of these periods. 68




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##### Table of Contents




    Inventory increases required $2.1 million and
    $0.9 million of cash for the first three months of 2011 and
    2010, respectively, as inventories were increased to satisfy
    increased customer demand.
    Prepaid expenses increased $5.4 million in the first
    quarter of 2011 as compared to a decrease of $1.7 million
    in the same period in 2010. The changes in both periods resulted
    primarily from changes in U.S. dollar currency hedges by
    our Australian subsidiary with a $2.5 million increase and
    a $1.7 million decrease at March 31, 2011 and 2010,
    respectively.
    Accounts payable increases provided $9.2 million and
    $19.6 million of cash in the first three months of 2011 and
    2010, respectively. The first quarter of 2011 reflects increases
    in amounts payable to suppliers related to increased purchases
    in support of the increase in customer demand. The three months
    ended March 31, 2010 reflects the beneficial impact of
    approximately $14.0 million of early payment of supplier
    invoices during the fourth quarter of 2009 which reduced the
    cash usage requirements for the three months ended
    March 31, 2010.
    Accrued liabilities increased in the first three months of 2011,
    providing $1.2 million of cash, due to increases in
    incentive compensation, income tax accruals, and the changes in
    U.S. dollar currency hedges by our Australian subsidiary
    with a $2.6 million increase and a $1.6 million
    decrease for the three months ended March 31, 2011 and
    2010, respectively. The change in accrued liabilities for 2011
    includes payments of semi-annual interest in the amount of
    $8.7 million due on the Senior Subordinated Notes and
    accruals during the quarter for interest payments which were
    paid through trusteed assets deposited on December 3, 2010
    in connection with the defeasance of these Notes. During the
    first three months of 2010, accrued liabilities decreased by
    $0.9 million, which reflected reduced amounts of interest
    payable for the semi-annual interest due on the Senior
    Subordinated Notes and reduced amounts payable for incentive
    compensation.  Investing Activities.
  Financing Activities.
       69




---



##### Table of Contents



2010
    Compared to 2009
  Predecessor



SuccessorJanuary 1, 2010



December 3, 2010through



throughDecember 2, 2010



December 31, 2010(Dollars in thousands)Net cash provided by (used in) operating activities

$
45,128



$
(7,657
)Net cash used in investing activities


(6,840
)



(2,037
)Net cash provided by (used in) financing activities


(32,836
)



10,852Effect of exchange rate changes on cash and cash equivalents


434




469Net cash provided by (used in) continuing operations


5,886




1,627Net cash provided by (used in) discontinued operations







Total increase in cash and cash equivalents

$
5,886



$
1,627   2010
    Predecessor Period (January 1, 2010 to December 2,
    2010)
  Operating Activities.
  
    Accounts receivable increases from increased sales used
    $9.8 million of cash.  
    Inventory increases used $2.9 million of cash.  
    Prepaid expenses decreased, providing $3.1 million of cash.
    The decrease resulted primarily from the reduction of
    U.S. dollar currency hedges by our Australian subsidiary.  
    Accounts payable increased, providing $19.3 million of
    cash, which includes the impact of approximately
    $16.0 million of early payment of supplier invoices during
    the fourth quarter of 2009. These early payments correspondingly
    reduced our cash usage requirements for 2010.  
    Accrued interest and other expense accrual increases provided
    $12.0 million of cash. The accrued liabilities at the end
    of the 2010 Predecessor Period for customer rebates and
    incentive compensation were more than at year end 2009 due to
    increased sales in 2010 and early payment in 2009 of customer
    rebates typically paid in the subsequent year.  Investing Activities.
  Financing Activities.
  2010
    Successor Period (December 3, 2010 to December 31,
    2010)
  Operating Activities.
  
    Accounts receivable decreases provided $2.9 million of cash
    due to collection activities.  
    Inventory decreases provided $4.2 million of cash.  
    Prepaid expenses increased, using $0.8 million of cash. 70




---



##### Table of Contents




    Accounts payable decreased, using $3.8 million of cash.
    Accrued interest and other expense accrual increases provided
    $3.7 million of cash.  Investing Activities.
  Financing Activities.
 
   
    Senior
    Secured Notes due 2017
  360-day 30-day
   71




---



##### Table of Contents




    during each twelve-month period commencing with the issue date,
    up to 10% of the original aggregate principal amount of notes at
    a redemption price of 103%;
    all or a part of the notes at a redemption price equal to 100%
    of the principal amount of notes to be redeemed plus a
    make-whole premium, as determined in accordance with
    the Indenture; and
    on one or more occasions, at its option, up to 35% of the
    original aggregate principal amount of notes issued, at a
    redemption price of 109% of the aggregate principal amount of
    the notes to be redeemed, with the net cash proceeds of one or
    more equity offerings of the Company or any of its direct or
    indirect parents to the extent such proceeds are received by or
    contributed to the Company.        Working
    Capital Facility
   72




---



##### Table of Contents




    85% of the aggregate book value of eligible accounts receivable
    consisting of the receivables from U.S., Canadian, and
    Australian customers; plus
    the lesser of (a) 85% of the aggregate net orderly
    liquidation value of eligible inventory consisting of the
    U.S. and Australian-based inventories (subject to certain
    reserves and adjustments) multiplied by a percentage
    representing the net orderly liquidation value of the book value
    of such inventory and (b) 65% of the aggregate book value
    of the sum of the eligible inventory.               73




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess than


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 Years(Dollars in thousands)Long-term debt

$
436,095


$
176,095


$



$



$
260,000Interest payments related to long-term debt and capital leases


162,931



23,854



47,316



46,911



44,850Capital leases


6,771



2,207



2,938



1,626



Operating leases


45,300



8,509



14,514



11,862



10,415Total

$
651,097


$
210,665


$
64,768


$
60,399


$
315,265     Market
    Risk and Risk Management Policies
    Effect of
    Inflation and Deflation; Seasonality
      Critical
    Accounting Policies
   74




---



##### Table of Contents



Basis
    of Presentation
      Inventories
  first-in,
    Accounts
    Receivable and Allowances
    Property,
    Plant and Equipment
   75




---



##### Table of Contents



Intangible
    Assets
            st
    Revenue
    Recognition
     76




---



##### Table of Contents



30-day
  Research
    and Development Costs
    Income
    Taxes
      Income Taxes
  non-U.S. subsidiaries
    Factors
    That May Affect Future Results
    Recently
    Issued Accounting Standards
  Business Combinations.
 77




---



##### Table of Contents



Subsequent Events. 855-10,
    Quantitative
    and Qualitative Disclosures About Market Risk
         78




---



##### Table of Contents



BUSINESS  Our
    Industry
  year-over-year year-over-year
       79




---



##### Table of Contents



Our
    Company
  Victor ® Tweco ® Thermal
    Dynamics ® Arcair ® Cigweld ® Thermal
    Arc ® Turbo
    Torch ® Stoody ®
      Our
    Products
    Gas Equipment (Approximately 36% of 2010 net
    sales). Victor Cigweld Turbo Torch Victor Victor
 80




---



##### Table of Contents



Arc Accessories (Approximately 17% of 2010 net
    sales). Tweco Arcair
  Plasma Cutting Systems (Approximately 16% of 2010 net
    sales). Thermal Dynamics
  Filler Metals and Hardfacing Alloys (Approximately 21%
    2010 net sales). Cigweld Stoody Stoody Cigweld
  Welding Equipment (Approximately 10% of 2010 net
    sales). Thermal Arc Cigweld Tweco Victor Cigweld
 81




---



##### Table of Contents



Business
    Strengths
  Well Established Brand Names. Victor Tweco 70-year Thermal
    Dynamics Cigweld Stoody
  Market Leader in Targeted Product Segments.
  Strong, Long-Standing Distributor
    Relationships.
  High Recurring Revenue Business Model.
  Diversified Revenue Base.
 82




---



##### Table of Contents



Significant Operating Leverage Driven by Cost Rationalization
    Programs.
  Global, Low-Cost Operating Footprint.
  Experienced and Proven Management Team.
  Business
    Strategy
  Continue to Implement Cost Rationalization
    Programs.
  Increase Market Share Positions in both Developed and
    Emerging Markets. best-in-class
  Focus on Continuous New Product
    Development.
 83




---



##### Table of Contents



Selectively Pursue Strategic Acquisitions.
  Customers
    Segment Information
    International
    Business
    Sales and
    Marketing
     84




---



##### Table of Contents



Raw
    Materials
      Research,
    Development and Technical Support
    Competition
   85




---



##### Table of Contents



Employees
    Patents,
    Licenses and Trademarks
    Properties
     86




---



##### Table of Contents



Building SpaceLocation of Facility

(sq. ft)


Number of BuildingsWest Lebanon, New Hampshire


157,470


5 buildings (office, manufacturing, sales training)Denton, Texas


235,420


4 buildings (office, manufacturing, storage, sales training)Roanoke, Texas


177,000


1 building (manufacturing, warehouse)Hermosillo, Sonora, Mexico


109,800


1 building (office, manufacturing)Oakville, Ontario, Canada


43,680


1 building (office, warehouse)Cigweld, Malaysia/Selangor, Malaysia


127,575


1 building (office, warehouse)Melbourne, Australia


273,425


2 buildings (office, manufacturing, warehouse)Kuala Lumpur, Malaysia


60,000


1 building (office, manufacturing)Bowling Green, Kentucky


188,108


1 building (office, manufacturing, warehouse)Milan, Italy


32,000


3 buildings (office, manufacturing, warehouse)Chino, California


31,800


1 building (warehouse)Ningbo, China


44,187


1 building (office, manufacturing, warehouse)     Legal
    Proceedings
       87




---



##### Table of Contents



Israeli v. Thermadyne Holdings Corp., et
    al. Shivers v. Thermadyne
    Holdings Corp., et al.
       88




---



##### Table of Contents



MANAGEMENT  Executive
    Officers and Directors
    Name

Age

Position(s)Michael A. McLain


60


Executive Chairman and DirectorMartin Quinn


54


President, Chief Executive Officer and DirectorSteven A. Schumm


58


Executive Vice President  Chief Financial and
    Administrative OfficerTerry A. Moody


48


Executive Vice President  Global OperationsNick H. Varsam


49


Vice President, General Counsel and Corporate SecretaryJames O. Egan


62


DirectorDouglas R. Korn


48


DirectorJoshua H. Neuman


37


DirectorC. Thomas OGrady


60


DirectorEric K. Schwalm


52


Director   Michael A. McLain
  Martin Quinn
  Steven A. Schumm
 89




---



##### Table of Contents



Terry A. Moody
  Nick H. Varsam
  James O. Egan partner-in-charge,
  Douglas R. Korn
  Joshua H. Neuman
  C. Thomas OGrady
 90




---



##### Table of Contents



Eric K. Schwalm
  The Board
    of Directors and Committees of the Board
           91




---



##### Table of Contents



EXECUTIVE
    COMPENSATION  Overview
        Compensation
    Discussion and Analysis
  Introduction
    Philosophy
    and Goals of Executive Compensation Program
     92




---



##### Table of Contents




    support our position as an industry leader in the cutting and
    welding industry;
    motivate and inspire employee behavior that creates a culture of
    top performance and exceeding customer expectations;
    achieve our operational and strategic business
    initiatives; and
    increase stockholder value.      
    the Companys overall business performance, including
    whether we achieve or surpass our business performance goals;
    the level of active engagement and initiative of our employees;
    the retention and, as the circumstances merit, addition of key
    employees who are best positioned to help us achieve our
    business success; and
    our ability to generate greater rewards commensurate with
    greater individual contributions toward both short-term and
    long-term performance.  Elements
    of Executive Compensation Program
    93




---



##### Table of Contents



Compensation Element

Key FeaturesBase salary

Rewards short-term performance by providing fixed amount of
    compensation for performance of day-to-day executive
    responsibilities commensurate with level of experience and
    respective executive position; set at a level that is
    competitive with external opportunities  typically,
    but not always, set at the midpoint of our Peer
    Group  and adjusted based on consideration of
    internal pay equity, individual performance and changes in the
    executives role or the nature and scope of his or her
    responsibilities.Annual cash incentive award

Rewards short-term performance by providing short-term,
    incentive-based cash payment for achieving financial targets and
    other business objectives established at start of each year.Long-term incentive award

Designed to reward long-term performance, build executive stock
    ownership and retain executives. Prior to the Merger, our
    long-term incentive awards were designed as annual awards of a
    combination of time-based or performance-based restricted stock
    and stock options and performance-based cash over a multi-year
    time horizon. These awards were cashed out in connection with
    the Merger. Upon completion of the Merger, long-term incentives
    are designed as one-time grants of stock options that vest over
    time and have increasing exercise prices to incentivize
    employees to increase stockholder value.Other compensation

Perquisites and matching contributions to the 401(k) plan.     
    our performance goals and objectives and their associated
    performance periods reflected a balanced mix of performance
    measures designed to avoid excessive weight on a certain goal or
    performance measure or incentives for excessive risk taking;
    our annual incentives provided a defined range of payout
    opportunities based on percentages of target payouts and did not
    rely on a single performance metric;
    average three-year performance targets (or in the case of 2010,
    five-year performance targets) and three-year time-vesting for
    certain of our long-term incentive awards discouraged short-term
    risk taking;
    equity incentive awards were granted annually so executives
    always had unvested awards that could decrease significantly in
    value if our business was not managed successfully for the long
    term; and
    the Committee retained discretion to adjust compensation based
    on the quality of Company and individual performance and
    adherence to the Companys Code of Ethics, Code of Business
    Conduct and other key policies, among other considerations.   94




---



##### Table of Contents



Base
    Salary
    Annual
    Cash Incentive Awards
       95




---



##### Table of Contents




    EBITDA is a non-GAAP financial measure that
    we consider an important metric representing our underlying and
    continuing operating results. In this context, we define
    EBITDA as earnings before interest, taxes,
    depreciation, amortization, LIFO adjustments, stock-based
    compensation expense, minority interest, post-retirement benefit
    expense in excess of cash payments and nonrecurring items such
    as severance accruals and restructuring costs. EBITDA is also a
    measure that investors and lenders commonly use to value
    businesses and is included as a key metric of our financial
    covenants in our debt agreements.
    ROIOC, or return on invested operating
    capital, is calculated by dividing EBITDA by operating capital.
    Operating capital means working capital plus the
    value of the Companys property, plant and equipment plus
    the value of patents and trademarks.        Long-Term
    Incentive Awards
    Out-of-cycle
   96




---



##### Table of Contents



Other
    Compensation
  Perquisites.
  Company Contributions to 401(k)
    Plan.
  Key
    Considerations and Process in Reaching Executive Compensation
    Decisions
    Analytic
    Tools and Other Compensation-Related Factors
  Use of Market Survey and Peer Group Data.
 97




---



##### Table of Contents




    Towers Watson Executive Compensation Database, comprised of
    general industry data from 428 companies;
    Mercer Executive Compensation Survey, comprised of durable goods
    manufacturing industry data from 235 companies; and
    Watson Wyatt Executive Compensation Survey, comprised of durable
    goods manufacturing industry data from 578 companies.         98




---



##### Table of Contents



Altra Holdings Inc.

Columbus McKinnon Corp.

Kaman Corp.Ameron International Corp.

ESCO Technologies, Inc.

Kaycon CorporationAmpco  Pittsburgh Corp.

Federal Signal Corp.

Lydall, Inc.Badger Meter Inc.

Franklin Electric Co, Inc.

Robbins & Myers Inc.Blount International, Inc.

Gorman-Rupp Co.

Teradyne, Inc.Brady Corp.

Graco, Inc.

Woodward Governor Co.Cascade Corp.

K-Tron International, Inc.

Zebra Technologies Corp.CIRCOR International Inc.       Internal Equity.
  Compensation Planning Work Sheets.
  Equity Grant Practices.
  Employment Agreements.
 99




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##### Table of Contents



Accounting and Tax Treatment. Compensation  Stock Compensation
  Process
    of Establishing Key Elements of Compensation
  Timing.
  Annual Performance Evaluations of Named Executive Officers
    Other Than the Principal Executive Officer
  Annual Performance Evaluation of Principal Executive
    Officer.
 100




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##### Table of Contents



Use of Discretion.
  Executive
    Compensation for 2010
  Base
    Salary  Decisions and Analysis
    Annual
    Cash Incentive Awards  Decisions and
    Analysis
      
    $40.4 million in EBITDA, after giving effect to bonus
    funding, was the minimum required to fund any portion of the
    bonus pool;
    EBITDA margin of 10.5% and revenue growth of 6.0% would
    fund 50% of the target bonus pool, representing
    $2.14 million;
    Target EBITDA as a percentage of revenue, or EBITDA margin, was
    13.0% and target revenue growth was 9.0%, which would
    fund 100% of the target bonus pool of
    $4.3 million; and
    Maximum bonus pool funding of $8.6 million, or 200% of
    target bonus pool, could be achieved with EBITDA margin of 16.0%
    and revenue growth of 12.0%.     101




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##### Table of Contents



Performance WeightingName

Target %

Financial

IndividualMartin Quinn


60
%


85
%


15
%Terry Downes


50
%


80
%


20
%Terry A. Moody


40
%


80
%


20
%Steven A. Schumm


40
%


80
%


20
%Nick H. Varsam


30
%


70
%


30
%           Long-Term
    Incentive Awards  Decisions and
    Analysis
    
    the vast majority of our outstanding stock options were
    out of the money, with a weighted average exercise
    price of $13.16 per share and actual exercise prices ranging
    from $4.79 to $16.67 per share; and
    performance-based restricted stock and cash awards granted in
    2007 would not, and such awards granted in 2008 were not likely
    to, provide any payout or value to the named executive officers. 102




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##### Table of Contents



ROIOC

Percent ofin 2012

Target Payout47.3%


150
%39.4%


100
%31.5%


50
%Less than 31.5%


0
%     60-day 60-day Black-Scholes
    One-Time
    Incentive Awards
    Stock


Stock


Performance-Award


Award


BasedName

(#)(1)


($)(2)


Cash Award ($)Martin Quinn


11,038



85,103


50,000Terry Downes


8,278



63,823


37,500  103




---



##### Table of Contents



(1)
    
    The number of shares was determined by dividing the dollar value
    of the award ($50,000 for Mr. Quinn and $37,500 for
    Mr. Downes) by the closing sales price of our common stock
    on the date of the employment agreement of $4.53 per share.(2)
    
    The amounts shown in this column represent the aggregate grant
    date fair values of the restricted stock awards granted to each
    of the named executive officers in the years specified computed
    in accordance with FASB ASC Topic 718.    Special
    Retention Bonus
    Post
    Fiscal Year Compensation Actions
  Base
    Salary Adjustments
    Annual
    Incentive Plan  2011 Performance Targets, Bonus
    Funding and Allocation
     104




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##### Table of Contents



Performance WeightingName

Target %

Financial

Business GoalsMartin Quinn


60
%


85
%


15
%Terry Downes(1)


50
%


80
%


20
%Terry A. Moody


40
%


80
%


20
%Steven A. Schumm


40
%


80
%


20
%Nick H. Varsam


40
%


80
%


20
%     (1)
    
    Mr. Downes left the Company
    effective April 7, 2011. In connection with his departure,
    he received certain payments and other benefits that are
    described in  Employment Agreements 
    Terry Downes, below.    Appointment
    of Chief Executive Officer
   105




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##### Table of Contents



Summary
    Compensation
   
  Summary
    Compensation Table
  Non- EquityIncentive Plan


All OtherStock


Option


Compensation


CompensationYear


Salary


Awards(1)


Awards(2)


(3)


(4)


TotalMartin Quinn(5)


2010


$
400,000


$
144,563


$
367,109


$
285,000


$
6,000


$
1,202,671President and Chief Executive Officer


2009



318,462



22,444



4,141



0



63,666



408,7132008



297,115



198,499



12,634



84,000



142,232



734,481Terry Downes(5)


2010



340,000



109,659



340,375



201,000



6,000



997,034Former Executive Vice President 


2009



266,692



22,444



4,141



0



6,000



299,277Chief Operating Officer


2008



256,154



173,650



11,063



73,000



6,000



519,866Terry A. Moody


2010



314,385



29,730



222,086



149,000



0



715,200Executive Vice President 


2009



300,846



22,444



4,141



0



0



327,431Global Operations


2008



315,000



148,800



9,493



74,000



6,000



553,293Steven A. Schumm


2010



333,858



29,730



222,086



159,000



10,243



754,917Executive Vice President 


2009



305,808



22,444



4,141



0



4,335



336,728Chief Financial and Administrative Officer


2008



333,077



173,650



11,063



71,000



7,148



595,938Nick H. Varsam(6)


2010



203,808



14,865



67,697



75,000



4,046



365,416Vice President, General


2009



87,692



23,404



11,514



0



0



122,610Counsel and Corporate Secretary


2008



0



0



0



0



0



0     (1)
    
    The amounts shown in this column represent the aggregate grant
    date fair values of the restricted stock awards granted to each
    of the named executive officers in the years specified computed
    in accordance with FASB ASC Topic 718. Special incentive awards
    of restricted stock to Messrs. Quinn and Downes in 2010 and
    awards to the named executive officers in 2009 and 2008 had
    performance-based vesting conditions and were valued at the
    grant date based upon the probable outcome of such conditions,
    excluding the effect of estimated forfeitures. The grant date
    values assumed that the highest level of performance conditions
    would be achieved. No restricted stock awards were forfeited by
    any of the named executive officers in fiscal year 2010. This
    column does not include the value of restricted stock that was
    cashed out in connection with the Merger, which value was
    determined based on the Merger consideration of $15 per share.
    In connection with the Merger, the following cash payments were
    made for restricted stock awarded to the named executive
    officers: Mr. Quinn, $667,350; Mr. Downes, $574,395;
    Mr. Moody, $393,840; Mr. Schumm, $418,890; and
    Mr. Varsam, $79,725. The grant date fair values were
    determined based on the assumptions and methodologies set forth
    in Note 15 of the notes to our consolidated financial
    statements set forth herein. These amounts reflect the value
    determined by the Company for accounting purposes for these
    awards and do not reflect whether the recipient has actually
    realized a financial benefit from the awards. Further
    information regarding the 2010 awards is included in the
    Grants of Plan-Based Awards table below and the
    Outstanding Equity Awards at Fiscal Year End table
    below.(2)
    
    The amounts shown in this column represent the aggregate grant
    date fair values of the stock option awards granted to each of
    the named executive officers in the years specified computed in
    accordance with FASB ASC Topic 718. These option awards include
    options to purchase shares of common stock of Technologies, the
    Companys parent, granted under the 2010 Equity Incentive
    Plan. See  Grants of Plan-Based Awards
    and  Technologies 2010 Equity Incentive
    Plan below. Awards in 2009 and 2008 had 106




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##### Table of Contents



performance-based vesting conditions and were valued at the
    grant date based upon the probable outcome of such conditions,
    excluding the effect of estimated forfeitures. The grant date
    values assumed that the highest level of performance conditions
    would be achieved. No stock options were forfeited by any of the
    named executive officers in fiscal year 2010. This column does
    not include the value of options that were cashed out based on
    the Merger consideration of $15 per share. In connection with
    the Merger, the following cash payments were made for options
    awarded to the named executive officers: Mr. Quinn,
    $367,966; Mr. Downes, $273,563; Mr. Moody, $133,332;
    Mr. Schumm, $673,359; and Mr. Varsam, $68,274. The
    grant date fair values have been determined based on the
    assumptions and methodologies set forth in Note 15 of the
    notes to our consolidated financial statements set forth herein.
    These amounts reflect the value determined by the Company for
    accounting purposes for these awards and do not reflect whether
    the recipient has actually realized a financial benefit from the
    awards. Further information regarding the 2010 awards is
    included in the Grants of Plan-Based Awards table
    below and the Outstanding Equity Awards at Fiscal Year
    End table below.(3)
    
    The amounts under this column are annual cash incentive awards
    earned upon the achievement of performance objectives under the
    Annual Incentive Plan and, with respect to Messrs. Quinn
    and Downes, one-time incentive awards granted pursuant to their
    respective employment agreements in connection with their
    promotions to the offices of President and Chief Operating
    Officer, as more fully described in
     Compensation Discussion and Analysis.
    This column does not include the long-term incentive performance
    cash awards that were paid out in accordance with the terms of
    the Merger Agreement. None of the long-term performance cash
    awards that had been granted and remained outstanding prior to
    the Merger had been earned. In connection with the Merger, cash
    payments for these awards were made as follows: Mr. Quinn,
    $217,233; Mr. Downes, $182,285; Mr. Moody, $119,937;
    Mr. Schumm, $120,800; and Mr. Varsam, $28,640.(4)
    
    During 2010, includes cost of annual automobile allowance for
    Messrs. Quinn and Downes, and company matching
    contributions to the Thermadyne 401(k) Retirement Plan (the
    401(k) plan) for the benefit of Mr. Schumm and
    Mr. Varsam.(5)
    
    In April 2011, Mr. Quinn was appointed Chief Executive
    Officer. See Compensation Discussion and
    Analysis  Post Fiscal Year Compensation
    Actions. Also in April 2011, Mr. Downes terminated
    his employment with the Company. See
     Employment Agreements   Terry
    Downes.(6)
    
    Mr. Varsam joined the Company in July 2009. 107




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##### Table of Contents



Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards
  Exercise or


Grant DateEstimated Future Payouts Under


Estimated Future Payouts Under


Base Price


Fair ValueNon-Equity Incentive Plan Awards


Equity Incentive Plan Awards


of Option


of StockThreshold


Target


Maximum


Threshold


Target


Maximum


Awarded


and OptionName

Grant Date


($)


($)


($)


(#)


(#)


(#)


($/Sh)


Awards($)(1)Martin Quinn


03/09/2010
(2)


















25,263











116,66603/09/2010
(3)


















7,712











59,46003/09/2010
(4)














5,519



11,038



16,557







85,10303/09/2010
(5)


30,000



60,000



90,00003/09/2010
(6)


25,000



50,000



75,00012/03/2010
(7)


















40,297.34






$
10.00



180,93212/03/2010
(8)


















20,148.67






$
30.00



43,15912/03/2010
(9)


















20,148.67






$
50.00



26,352Terry Downes


03/09/2010
(2)


















19,474











89,93203/09/2010
(3)


















5,945











45,83403/09/2010
(4)














4,139



8,278



12,417







63,82303/09/2010
(5)


23,125



46,250



69,32503/10/2009
(6)


18,750



37,500



56,28012/03/2010
(7)


















40,297.34
(10)





$
10.00



180,93212/03/2010
(8)


















20,148.67
(10)





$
30.00



43,15912/03/2010
(9)


















20,148.67
(10)





$
50.00



26,352Terry A. Moody


03/09/2010
(2)


















12,632











58,33503/09/2010
(3)


















3,856











29,73003/09/2010
(5)


15,000



30,000



45,00012/03/2010
(7)


















26,348.26






$
10.00



118,30212/03/2010
(8)


















13,174.13






$
30.00



28,21912/03/2010
(9)


















13,174.13






$
50.00



17,230Steven A. Schumm


03/09/2010
(2)


















12,632











58,33503/09/2010
(3)


















3,856











29,73003/09/2010
(5)


15,000



30,000



45,00012/03/2010
(7)


















26,348.26






$
10.00



118,30212/03/2010
(8)


















13,174.13






$
30.00



28,21912/03/2010
(9)


















13,174.13






$
50.00



17,230Nick H. Varsam


03/09/2010
(2)


















6,316











29,16803/09/2010
(3)


















1,928











14,86503/09/2010
(5)


7,500



15,000



22,50012/03/2010
(7)


















6,199.59






$
10.00



27,83512/03/2010
(8)


















3,099.80






$
30.00



6,64012/03/2010
(9)


















3,099.80






$
50.00



4,054  108




---



##### Table of Contents



(1)
    
    Represents the aggregate grant date fair value under FASB ASC
    Topic 718. For restricted stock awards, fair value was
    determined using the closing price on the grant date of $7.71.
    For options, fair value was determined using the Black-Scholes
    option-pricing model, based upon the terms of the option grants
    and our stock price performance history as of the date of the
    grant. The grant date fair values have been determined based on
    the assumptions and methodologies set forth in the notes to our
    consolidated financial statements set forth herein. These
    amounts reflect the value determined by the Company for
    accounting purposes for these awards and do not reflect whether
    the recipient has actually realized a financial benefit from the
    awards.(2)
    
    Represents stock options granted pursuant to our 2004 Stock
    Incentive Plan, which had an exercise price that exceeded the
    fair market value on the date of grant and a
    10-year
    term, and vested in equal installments on the first, second and
    third anniversaries of the date of grant. As a result of the
    Merger, effective December 3, 2010, each outstanding and
    unexercised option, regardless of whether it was vested, was
    canceled and converted into the right to receive a cash amount
    equal to the excess of $15 over the per share exercise price of
    such option, without interest, less applicable withholding taxes.(3)
    
    Represents the number of shares of restricted stock granted
    pursuant to our 2004 Stock Incentive Plan, which vested in equal
    installments on the first, second and third anniversaries of the
    date of grant. As a result of the Merger, effective
    December 3, 2010, each outstanding share of restricted
    stock, regardless of whether it was vested, was canceled and
    converted into the right to receive a cash amount equal to $15
    per share, without interest.(4)
    
    Represents the number of shares of restricted stock granted
    pursuant to our 2004 Stock Incentive Plan, which would have
    vested based on the achieved level of ROIOC for the year ending
    December 31, 2012 according to the following schedule:
    (i) a threshold performance level of 31.5%, below which the
    award would have been forfeited without vesting and at which 50%
    of the award would have vested; (ii) a target performance
    level of 39.4% at which 100% of the grant would have vested; and
    (iii) a maximum performance level of 47.3% at which 150% of
    the grant would have vested. No amount of incremental vesting
    would have occurred if ROIOC had fallen between vesting levels.
    As a result of the Merger, all of such awards were canceled and
    converted into the right to receive a cash amount equal to $15
    per share, without interest, at the 100% level.(5)
    
    Represents cash payment under long-term performance-based cash
    awards with payouts based upon the achievement of ROIOC for the
    year ending December 31, 2012, based upon: (i) a
    threshold performance level of 31.5%, below which no cash amount
    would have been paid and at which 50% of the cash amount would
    have been paid; (ii) a target performance level of 39.4%,
    at which the target amount of the cash award would have been
    paid; and (iii) a performance level of 47.3%, at or above
    which the maximum amount of cash would have been paid, with pro
    rata vesting between the threshold and maximum performance
    levels.(6)
    
    Represents cash payment under special, one-time grants of
    long-term performance-based cash awards with payout terms
    identical to those described in footnote (5), above.(7)
    
    Represents Tranche A options to purchase shares
    of common stock of Technologies granted pursuant to the 2010
    Equity Incentive Plan, with an exercise price that equaled the
    value of the equity contributed to IPC / Razor LLC in connection
    with the Merger. The options vest in equal annual increments
    during the first five anniversaries from the date of original
    grant, with vesting accelerated as to all unvested options upon
    a Realization Event (as defined in the
    Stockholders Agreement, discussed below under
    Certain Relationships and Related Party
    Transactions).(8)
    
    Represents Tranche B options to purchase shares
    of common stock of Technologies granted pursuant to the 2010
    Equity Incentive Plan, with an exercise price that exceeded the
    value of the equity contributed to IPC / Razor LLC in connection
    with the Merger. The options vest in equal annual increments
    during the first five anniversaries from the date of original
    grant, with vesting accelerated as to all unvested options upon
    a Realization Event (as defined in the
    Stockholders Agreement, discussed below under
    Certain Relationships and Related Party
    Transactions). 109




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##### Table of Contents



(9)
    
    Represents Tranche C options to purchase shares
    of common stock of Technologies granted pursuant to the 2010
    Equity Incentive Plan, with an exercise price that exceeded the
    value of the equity contributed to IPC / Razor LLC in connection
    with the Merger. The options vest in equal annual increments
    during the first five anniversaries from the date of original
    grant, with vesting accelerated as to all unvested options upon
    a Realization Event (as defined in the
    Stockholders Agreement, discussed below under
    Certain Relationships and Related Party
    Transactions).(10)
    
    Options were canceled in April 2011 as a result of the
    termination of Mr. Downes employment with the
    Company. See Employment AgreementsTerry
    Downes  Technologies
    2010 Equity Incentive Plan
          
    Tranche A Options:  options at an option
    price of $10.00 per share;
    Tranche B Options:  options at an option
    price of $30.00 per share;
    Tranche C Options:  options at an option
    price of $50.00 per share; and
    other nonqualified stock options designed by the Administering
    Committee.   110




---



##### Table of Contents



and/or
   111




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
  Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised


Unexercised


Option


OptionOptions (#)


Options (#)


Exercise


ExpirationName

Exercisable


Unexercisable


Price ($)


DateMartin Quinn






40,297.34
(1)


10



12/03/2020



20,148.67
(2)


30



12/03/2020



20,148.67
(3)


50



12/03/2020Terry Downes(4)






40,297.34
(1)


10



12/03/2020



20,148.67
(2)


30



12/03/2020



20,148.67
(3)


50



12/03/2020Terry A. Moody






26,348.26
(1)


10



12/03/2020



13,174.13
(2)


30



12/03/2020



13,174.13
(3)


50



12/03/2020Steven A. Schumm






26,348.26
(1)


10



12/03/2020



13,174.13
(2)


30



12/03/2020



13,174.13
(3)


50



12/03/2020Nick H. Varsam






6,199.59
(1)


10



12/03/2020



3,099.80
(2)


30



12/03/2020



3,099.80
(3)


50



12/03/2020     (1)
    
    Represents Tranche A options to purchase shares
    of common stock of Technologies granted on December 3, 2010
    pursuant to the 2010 Equity Plan, with an exercise price that
    equaled the value of the equity contributed to IPC / Razor LLC
    in connection with the Merger. See
     Technologies 2010 Equity Incentive Plan.(2)
    
    Represents Tranche B options to purchase shares
    of common stock of Technologies granted on December 3, 2010
    pursuant to the 2010 Equity Plan, with an exercise price that
    exceeded the value of the equity contributed to IPC / Razor LLC
    in connection with the Merger. See
     Technologies 2010 Equity Incentive Plan.(3)
    
    Represents Tranche C options to purchase shares
    of common stock of Technologies granted on December 3, 2010
    pursuant to the 2010 Equity Plan, with an exercise price that
    exceeded the value of the equity contributed to IPC / Razor LLC
    in connection with the Merger. See
     Technologies 2010 Equity Incentive Plan.(4)
    
    All option awards outstanding at year end were canceled in April
    2011 as a result of the termination of Mr. Downes
    employment with the Company. See  Employment
    Agreements  Terry Downes.  Employment
    Agreements
     112




---



##### Table of Contents



Michael
    A. McLain
          Martin
    Quinn
     113




---



##### Table of Contents



Terry
    Downes
           114




---



##### Table of Contents



Terry
    A. Moody
            Steven
    A. Schumm
     115




---



##### Table of Contents



Nick
    H. Varsam
           116




---



##### Table of Contents



Retention
    Bonus Agreements
    Potential
    Payments Upon Termination or Change in Control
       117




---



##### Table of Contents



Estimated
    Payments Upon Termination of Employment
  Perquisites andSalary


Bonus


Other Benefits


TotalReason for termination of employment:

$


$


$


$DeathMr. Quinn


0
(2)


285,000
(8)






285,000Mr. Downes


0
(2)


201,000
(8)






201,000Mr. Moody


0
(3)


149,000
(8)






149,000Mr. Schumm


0
(3)


159,000
(8)






159,000Mr. Varsam


0
(3)


75,000
(8)






75,000DisabilityMr. Quinn


0
(2)


285,000
(8)


10,000
(11)


295,000Mr. Downes


0
(2)


201,000
(8)


14,000
(11)


215,000Mr. Moody


157,500
(4)


149,000
(8)






306,500Mr. Schumm


167,500
(4)


159,000
(8)






326,500Mr. Varsam


102,750
(4)


75,000
(8)






177,750Without cause/constructive termination(1)Mr. Quinn


400,000
(5)


285,000
(8)


5,000
(12)


690,000Mr. Downes


340,000
(5)


201,000
(8)


7,000
(12)


548,000Mr. Moody


315,000
(5)


0
(9)


14,300
(12)


329,300
(15)Mr. Schumm


335,000
(5)


251,250
(10)


12,500
(12)


598,750
(15)Mr. Varsam


171,250
(6)






10,804
(13)


182,054Non-renewal/expiration of employment agreementMr. Quinn


300,000
(7)






3,750
(14)


303,750Mr. Downes


255,000
(7)






5,250
(14)


260,250Mr. Moody


315,000
(5)










315,000Mr. Schumm


335,000
(5)










335,000Mr. Varsam


171,250
(6)










171,250For cause/voluntary termination by employeeMr. Quinn














Mr. Downes














Mr. Moody














Mr. Schumm














Mr. Varsam














     (1)
    
    In the event of termination without cause or constructive
    termination of Mr. Quinn or Mr. Downes, compensation
    will be reduced by the amount of compensation the officer
    receives if he obtains other employment during the termination
    pay period.(2)
    
    Base salary is paid in accordance with current payroll practices
    through the end of the pay period in which termination occurs.(3)
    
    Base salary is paid in accordance with current payroll practices
    through the end of the month in which termination occurs.(4)
    
    Base salary is paid in accordance with current payroll practices
    until the earlier of 180 days and the commencement of any
    benefits under the Companys long-term disability insurance.(5)
    
    Base salary is paid in accordance with current payroll practices
    for one year following termination(6)
    
    Base salary is paid in accordance with current payroll practices
    for ten months following termination.(7)
    
    Base salary is paid in accordance with current payroll practices
    for nine months following termination. 118




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(8)
    
    Represents the bonus the officer would have been entitled to
    receive for the year in which termination occurs, prorated based
    on the number of days preceding termination.(9)
    
    Represents the lesser of the officers bonus paid for the
    prior year and 50% of the officers base salary.(10)
    
    Represents 75% of the officers base salary.(11)
    
    Represents contributions made by the Company on behalf of the
    officer under health insurance plans for two years following
    termination.(12)
    
    Represents contributions made by the Company on behalf of the
    officer under certain benefit plans, including health, life and
    disability insurance, for one year following termination.(13)
    
    Represents contributions made by the Company on behalf of the
    officer under certain benefit plans, including health, life and
    disability insurance, 401(k), profit sharing, and retirement
    plants, for ten months following termination.(14)
    
    Represents contributions made by the Company on behalf of the
    officer under certain benefit plans, including health, life and
    disability insurance, for nine months following termination.(15)
    
    In lieu of the payments shown, the officer may elect to receive
    a lump sum payment, which would be the total amount shown less
    12%.     DIRECTOR
    COMPENSATION     119




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##### Table of Contents



2010
    Non-Employee Director Compensation Table
  Fees Earnedor Paid in


OptionCash


Awards


TotalName

($)(1)(2)


($)(3)


($)(4)J. Joe Adorjan(5)


138,947



408,400



547,347Andrew L. Berger(5)


73,913



30,250



104,163James B. Gamache(5)


78,533



30,250



108,783Marnie S. Gordon(5)


87,771



30,250



118,021Christopher P. Hartmann(5)


73,552







73,552Douglas R. Korn(6)










Joshua H. Neuman(6)










Bradley G. Pattelli(5)


75,000
(7)






75,000     (1)
    
    This column reflects the aggregate dollar amount of the annual
    base fee and annual fees for membership or chairperson of Board
    committees for service on the Board and committees from
    January 1, 2010 to the closing date of the Merger and, in
    the case of Mr. Adorjan, $69,293 as a fee for serving as
    lead independent director during 2010, including amounts, if
    any, deferred into the Non-Employee Directors Deferred Fee
    Plan (the Deferred Fee Plan).(2)
    
    All non-employee directors, other than Mr. Pattelli, were
    required to defer a minimum of 40% of their annual base fee into
    the Deferred Fee Plan. Under the Deferred Fee Plan, at the end
    of each quarter, the deferred portion of the base fee payable to
    directors for that quarter, or $7,500, is credited to each
    director in the form of phantom stock units determined by
    dividing the deferred fee by the average of the high and low
    sales prices of the Companys common stock as reported by
    NASDAQ on the last trading day of the quarter. For services
    rendered during fiscal 2010, each of Mr. Adorjan,
    Mr. Berger , Mr. Gamache, Ms. Gordon and
    Mr. Hartmann earned 2,241 phantom stock units.(3)
    
    No stock option awards were granted to non-employee directors
    during 2010. This column reflects the value of stock options
    that were cancelled in exchange for the right to receive cash
    for the excess of $15 per share over the per share exercise
    price of the options upon completion of the Merger.(4)
    
    Excludes the following amounts paid to non-employee directors
    who participated in Predecessors Deferred Fee Plan in
    January 2011 for their accumulated balance of phantom stock
    units, which were distributed in cash based on the $15 per share
    Merger consideration: Mr. Adorjan, $240,598;
    Mr. Berger, $240,598; Mr. Gamache, $240,598;
    Ms. Gordon, $11,117; and Mr. Hartmann, $11,117.(5)
    
    Resigned from the Board effective December 3, 2010, in
    connection with the Merger.(6)
    
    Appointed to the Board effective December 3, 2010 in
    connection with the Merger and did not receive any compensation
    as a director during 2010.(7)
    
    Pursuant to an arrangement between Mr. Pattelli and his
    employer, Angelo, Gordon & Co., L.P. (Angelo,
    Gordon), director fees that would have otherwise been
    payable to Mr. Pattelli were distributed to Angelo, Gordon.
    Such fees were subsequently remitted on a pro rata basis to the
    funds of Angelo, Gordon that hold our stock. No portion of such
    fees was deferred. 120




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COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION     SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      Amount and





Amount andNature of





Nature ofBeneficial





BeneficialOwnership of


Percent of


Ownership of


Percent ofName and Address of Beneficial Owner

Preferred Stock


Class(1)


Common Stock


Class(1)IPC / Razor LLC,
    c/o Irving
    Place Capital, 277 Park Avenue, New York, NY 10172(2)


139,360



98.9
%


3,484,000



98.9
%Martin Quinn


280



*



7,000



*Steven A. Schumm(5)


240



*



6,000



*James O. Egan


160



*



4,000



*Terry A. Moody


120



*



3,000



*C. Thomas OGrady


80



*



2,000



*Eric K. Schwalm


80



*



2,000



*Nick H. Varsam


20



*



500



*Douglas R. Korn,
    c/o Irving
    Place Capital, 277 Park Avenue, New York, NY 10172(2)(3)














Michael A. McLain(2)(4)














Joshua H. Neuman(6)














All directors and executive officers as a group
    (10 persons)


980



*



24,500



*     *
    
    Represents less than 1%. 121




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##### Table of Contents



(1)
    
    Based on 140,944 shares of preferred stock and
    3,523,600 shares of common stock outstanding as of
    May 18, 2011, and calculated in accordance with
    Rule 13d-3
    under the Securities Exchange Act of 1934, as amended.  (2)
    
    Irving Place Capital Partners III, L.P. may be deemed a
    beneficial owner of the shares held by IPC/Razor LLC due to its
    status as Managing Member of IPC/Razor LLC. Irving Place Capital
    Partners III, L.P. disclaims beneficial ownership of any such
    shares of which it is not the holder of record. IPC Advisors
    III, L.P. may be deemed a beneficial owner of the shares held by
    Irving Place Capital Partners III, L.P. due to its status as
    General Partner of Irving Place Capital Partners III, L.P. IPC
    Advisors III, L.P. disclaims beneficial ownership of any such
    shares of which it is not the holder of record. JDH Management
    LLC may be deemed a beneficial owner of the shares held by IPC
    Advisors III, L.P. due to its status as General Partner of IPC
    Advisors III L.P. JDH Management LLC disclaims beneficial
    ownership of any such shares of which it is not the holder of
    record.(3)
    
    Mr. Korn is a Senior Managing Director of Irving Place
    Capital and the President of IPC / Razor LLC. Mr. Korn, by
    virtue of such positions, may be deemed to share beneficial
    ownership of shares owned of record by IPC /Razor LLC. However,
    Mr. Korn does not have investment or voting power with
    respect to shares owned by IPC / Razor LLC, and he disclaims
    beneficial ownership of such shares except to the extent of his
    pecuniary interest therein.(4)
    
    Mr. McLain owns less than one percent of the outstanding
    equity of IPC/Razor LLC. Mr. McLain disclaims beneficial
    ownership of the shares of Technologies that are owned by
    IPC/Razor LLC, except to the extent of his pecuniary interest
    therein.(5)
    
    Includes 120 shares of preferred stock and
    3,000 shares of common stock held in an IRA.(6)
    
    Mr. Neuman is a Managing Director of Irving Place Capital. CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  Relationship
    with Irving Place Capital
    Stockholders
    Agreement
    Board of Directors.
  Other rights and restrictions.
  Management
    Services Agreement
   122




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out-of-pocket
  dollar-for-dollar
  Consulting
    Agreement
    Employment
    Agreements
    Procedures
    with Respect to Review and Approval of Related Person
    Transactions
  Regulation S-K Regulation S-K.
 123




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Regulation S-K.
     DESCRIPTION
    OF OTHER INDEBTEDNESS    Working
    Capital Facility
    General
   124




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sub-facilities,
    
    85% of the aggregate book value of eligible accounts receivable;
    plus
    the lesser of (a) 85% of the book value of eligible
    inventory multiplied by a percentage representing the net
    orderly liquidation value of such inventory expressed as a
    percentage of the book value of such inventory and (b) 65%
    of the aggregate book value of the sum of the eligible inventory.  same-day
    Interest
    Rate and Fees
  1 2
   125




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Mandatory
    Repayments
    Voluntary
    Repayment
    Amortization
    and Final Maturity
    Guarantees
    and Security
    
    a first priority security interest in substantially all accounts
    receivable and other rights to payment, inventory, all documents
    related to inventory, instruments and general intangibles
    (excluding intellectual property) relating to accounts
    receivable and inventory, deposit accounts, cash and cash
    equivalents; and
    a second priority security interest in all other tangible and
    intangible assets that secure the notes offered hereby on a
    first priority basis.  Restrictive
    Covenants and Other Matters
    
    incur, assume or permit to exist additional indebtedness or
    guarantees;
    grant liens;
    consolidate, merge or sell all or substantially all of our
    assets;
    transfer or sell assets and enter into sale and leaseback
    transactions;
    make certain loans and investments;
    pay dividends, make other distributions or repurchase or redeem
    our or our parent Technologies capital stock;
    prepay or redeem certain indebtedness;
    amend or otherwise alter terms of subordinated debt or the notes;
    enter into transactions with affiliates; 126




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
    change our fiscal year; and
    change the status of our parent Technologies as a passive
    holding company.   DESCRIPTION
    OF THE EXCHANGE NOTES  General
  Capitalized terms used in this Description of the
    Exchange Notes section and not otherwise defined have the
    meanings set forth in the section  Certain
    definitions. As used in this Description of the
    Exchange Notes section, (1) the term
    Issuer refers only to Thermadyne Holdings
    Corporation and not to any of its subsidiaries and
    (2) unless the context provides otherwise, the terms
    we, our, and us each refer
    to the Issuer and its consolidated Subsidiaries.
      Brief
    Description of the Notes
  The
    Notes
    
    will be general senior secured obligations of the Issuer;
    will be secured on a first priority basis by Liens on the Fixed
    Assets Collateral held by the Issuer and on a second priority
    basis by Liens on substantially all of the ABL Collateral held
    by the Issuer, in each case subject to certain Liens permitted
    by the Indenture; 127




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
    will be effectively senior to all unsecured Indebtedness of the
    Issuer to the extent of the value of the collateral securing the
    notes;
    will be effectively subordinated to Permitted ABL Obligations of
    the Issuer to the extent of the value of the ABL Collateral held
    by the Issuer;
    will be secured equally and ratably with any Permitted Fixed
    Asset Obligations of the Issuer incurred in the future
    (including any additional notes issued under the Indenture that
    constitute Permitted Fixed Asset Debt);
    will be structurally subordinated to any existing and future
    Indebtedness and other liabilities of the Issuers
    non-Guarantor Subsidiaries;
    will be pari passu in right of payment with all existing and
    future Indebtedness of the Issuer that is not subordinated;
    will be senior in right of payment to any existing and future
    subordinated Indebtedness of the Issuer; and
    will be guaranteed on a senior secured basis by the Guarantors,
    as described under the caption  The
    Guarantees.  The
    Guarantees
      
    will be a general senior secured obligation of that Guarantor;
    will be secured on a first priority basis by Liens on the Fixed
    Assets Collateral held by that Guarantor and on a second
    priority basis by Liens on substantially all of the ABL
    Collateral held by that Guarantor, in each case subject to
    certain Liens permitted by the Indenture;
    will be effectively senior to all unsecured Indebtedness of that
    Guarantor to the extent of the value of the collateral securing
    the notes;
    will be effectively subordinated to Permitted ABL Obligations of
    that Guarantor to the extent of the value of the ABL Collateral
    held by that Guarantor;
    will be secured equally and ratably with any Permitted Fixed
    Asset Obligations of that Guarantor incurred in the future;
    will be pari passu in right of payment with all existing and
    future Indebtedness of that Guarantor that is not
    subordinated; and
    will be senior in right of payment to any future subordinated
    Indebtedness of that Guarantor.  provided,
    however,
 128




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Principal,
    Maturity and Interest
    360-day 30-day
    Payments
   129




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Security
    for the Notes
      Fixed
    Assets Collateral
        ABL
    Collateral
   130




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Excluded
    Assets
      Rule 3-16 Regulation S-X
            Intercreditor
    Agreement
       131




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Relative
    Priorities
        Exercise
    of Remedies
    and/or
       132




---



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and/or
    provided however
  provided however and/or and/or
    provided
 133




---



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Rule 3-16 Regulation S-X
 134




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##### Table of Contents



Releases
  and/or and/or
  and/or and/or and/or
  No
    Duties of ABL Agent
    debtors-in-possession
 135




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##### Table of Contents



Payment
    Over; Reinstatement
    Entry
    Upon Premises and Access to Information by ABL Agent and Holders
    of Permitted ABL Obligations
    and/or work-in-process,
 136




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180-day 180-day
  wear-and-tear wear-and-tear provided, however and/or
  Agreements
    With Respect to Bankruptcy or Insolvency
    Proceedings
   137




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138




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##### Table of Contents



Insurance
        Refinancings
    of the ABL Credit Facility and the Notes
  provided however
  Use of
    Proceeds of ABL Collateral
   139




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##### Table of Contents



Collateral
    Trust Agreement
    Collateral
    Trustee
    
    the Holders of notes;
    the Holders of Additional Notes (if any); and
    the holders of all other Permitted Fixed Asset Obligations
    outstanding from time to time.              Enforcement
    of Liens
   140




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##### Table of Contents



Order
    of Application under Collateral
    Trust Agreement
              Amendment
    of Security Documents
       141




---



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Voting
   142




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##### Table of Contents



Release
    of Liens on Collateral
      provided
        Release
    of Liens in Respect of Notes
      Provisions
    of the Indenture Relating to Security
  Equal
    and Ratable Sharing of Collateral by Holders of Permitted Fixed
    Asset Debt
       143




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Relative
    Rights
              Further
    Assurances; Insurance
   144




---



##### Table of Contents



provided
      Compliance
    with the Trust Indenture Act
      and/or
 145




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##### Table of Contents



Mandatory
    Redemption
    Optional
    Redemption
      Period

Percentage2013


106.750
%2014


104.500
%2015


102.250
%2016 and thereafter


100.000
%     12-month
 146




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Repurchase
    at the Option of Holders
  Change
    of Control
                     147




---



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148




---



##### Table of Contents



Asset
    Sales
             149




---



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150




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##### Table of Contents



Rule 14e-1
  Selection
    and Notice
     151




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##### Table of Contents



Certain
    Covenants
  Limitation
    on Restricted Payments
                           152




---



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provided, however
         153




---



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provided however
           154




---



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provided however
     155




---



##### Table of Contents



Form S-8
          and/or and/or
               156




---



##### Table of Contents



and/or
    provided
      Limitation
    on Incurrence of Indebtedness and Issuance of Disqualified Stock
    and Preferred Stock
       157




---



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158




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159




---



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provided provided, further
          (ii) take-or-pay
     160




---



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Liens
    Merger,
    Consolidation or Sale of All or Substantially All
    Assets
   161




---



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162




---



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Guarantors
                             163




---



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Transactions
    with Affiliates
          and/or
           164




---



##### Table of Contents



Dividend
    and Other Payment Restrictions Affecting Restricted
    Subsidiaries
         165




---



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166




---



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Guarantees
                   167




---



##### Table of Contents



provided
            Reports
    and Other Information
    Forms 10-K 10-Q
  Form 8-K
     168




---



##### Table of Contents



and/or Regulation S-X
      Rules 3-10 Regulation S-X.
  After-Acquired
    Property
     169




---



##### Table of Contents



Conduct
    of Business
    Events of
    Default and Remedies
           170




---



##### Table of Contents



171




---



##### Table of Contents



172




---



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60-day
      No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Legal
    Defeasance and Covenant Defeasance
           173




---



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174




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##### Table of Contents



Satisfaction
    and Discharge
                  Paying
    Agent and Registrar for the Notes
        Transfer
    and Exchange
   175




---



##### Table of Contents



Amendment,
    Supplement and Waiver
                          2 3
 176




---



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Notices
   177




---



##### Table of Contents



Concerning
    the Trustee
        Governing
    Law
    Book-Entry,
    Delivery, and Form
           178




---



##### Table of Contents



Depositary
    Procedures
              Except as described below, owners of interests in the global
    notes will not have notes registered in their names, will not
    receive physical delivery of notes in certificated form and will
    not be considered the registered owners or holders
    thereof under the Indenture for any purpose.
     179




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same-day
  same-day
          provided
 180




---



##### Table of Contents



Same Day
    Settlement and Payment
  Same-Day
  Certain
    Definitions
    ABL Agent
  ABL Collateral
  ABL Collateral Documents
  ABL Credit Facility
  Acquired Indebtedness
 181




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Acquisition
  Affiliate
  After-Acquired Property
  Applicable Premium
      Asset Sale
             182




---



##### Table of Contents



sub-licenses
            Bank Products
  Bankruptcy Code
  Board of Directors
          Borrowing Base
  Capital Stock
       183




---



##### Table of Contents



Capitalized Lease Obligation
  Cash Equivalents
            P-1 A-1
  P-2 A-2
             184




---



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Change of Control
    Rule 13d-5(b)(1) Rule 13d-3
      Collateral
  Collateral Trust Agreement
  Consolidated Adjusted EBITDA
               185




---



##### Table of Contents



provided
              Consolidated Depreciation and Amortization
    Expense
  Consolidated Interest Expense
   186




---



##### Table of Contents



Consolidated Net Income
             187




---



##### Table of Contents



mark-to-market
    Contingent Obligations primary obligations primary obligor
   188




---



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Continuing Directors
      Credit Facilities
  Default
  Designated Noncash Consideration
  Designated Preferred Stock
  Disqualified Stock
 189




---



##### Table of Contents



Domestic Subsidiary
  EMU
  Equity Interests
  Equity Offering Form S-4 Form S-8,
  Exchange Act
  Excluded Assets
  Excluded Contribution
        Existing Indebtedness
  FIRREA
  Fixed Asset Claimholders
 190




---



##### Table of Contents



Fixed Assets Collateral
  Fixed Asset Debt
          Fixed Asset Documents
  Fixed Asset Obligations
  Fixed Asset Security Documents
  Fixed Charge Coverage Ratio
 191




---



##### Table of Contents



Regulation S-X
    Foreign Subsidiary
  GAAP
 192




---



##### Table of Contents



Government Securities
        guarantee
  Guarantee
  Guarantor
  Holder
  IFRS
  Immaterial Subsidiary 12-month provided 12-month 12-month
  Indebtedness
             193




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##### Table of Contents



provided, however
  Independent Financial Advisor
  Initial Purchasers
  Insolvency or Liquidation Proceeding
            Intercreditor Agreement
  Investment Grade Rating
  Investments
 194




---



##### Table of Contents



Investments
          Issue Date
  Lien
  Management Services Agreement
  Moodys
  Mortgages
  National Flood Insurance Program
  Net Income
  Net Proceeds
   195




---



##### Table of Contents



provided however
  Obligations
  Officer
  Officers Certificate
  Opinion of Counsel
  Permitted ABL Debt
 196




---



##### Table of Contents



provided
      Permitted ABL Documents
  Permitted ABL Liens
  Permitted ABL Obligations
  Permitted ABL Representative
  Permitted Cash Management Obligations
  Permitted Fixed Asset Debt
         197




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Permitted Fixed Asset Documents
  Permitted Fixed Asset Lien
  Permitted Fixed Asset Obligations
  Permitted Fixed Asset Representative
  Permitted Hedging Obligations
  Permitted Holders
  Permitted Investments
           198




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sub-licensing
  provided
 199




---



##### Table of Contents



provided
  Permitted Liens
             200




---



##### Table of Contents



rights-of-way,
                       201




---



##### Table of Contents



Section 4-210
   202




---



##### Table of Contents



Permitted Prior Liens
      Person
  preferred stock
 203




---



##### Table of Contents



Purchase Money Obligations
  Qualified Proceeds
  Rating Agencies
  Refinance Refinanced Refinancing
  Registrar
  Registration Rights Agreement
  Regulation S Temporary Global Note
  Required Debtholders
  Restricted Investment
  Restricted Period 40-day
  Restricted Subsidiary
  S&P
  Sale of a Guarantor
  Sale of Fixed Assets Collateral
  SEC
  Secured Debt Documents
  Securities Act
  Security Documents
 204




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##### Table of Contents



Series of Fixed Asset Debt
  Series of Permitted ABL Debt
  Significant Subsidiary Rule 1-02 Regulation S-X,
  Similar Business
  Special Flood Hazard Area 100-year
  Sponsor
  Subordinated Indebtedness
      Subsidiary
          Total Assets
 205




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##### Table of Contents



Treasury Rate
  Unrestricted Subsidiary
                        Voting Stock
  Weighted Average Life to Maturity
     206




---



##### Table of Contents



Wholly Owned Subsidiary
 MATERIAL
    U.S. FEDERAL INCOME TAX CONSIDERATIONS          
    an individual who is a citizen or resident of the United States;
    a corporation, or other entity taxable as a corporation for
    U.S. federal income tax purposes, created or organized in
    or under the laws of the United States or of any state therein
    or the District of Columbia;
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust, if a court within the United States is able to exercise
    primary jurisdiction over its administration and one or more
    U.S. persons have authority to control all of its
    substantial decisions, or if the trust has a valid election in
    effect under applicable Treasury regulations to be treated as a
    U.S. person.  You should consult your own tax advisors regarding
    application of U.S. federal tax laws, as well as the tax
    laws of any state, local or foreign jurisdiction, to the
    exchange offer in light of your particular circumstances, as
    well as the application of any state, local, foreign or other
    tax laws, including gift and estate tax laws, and any tax
    treaties.
  The
    Exchange Offer
   207




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PLAN OF
    DISTRIBUTION      
    an affiliate of the Company within the meaning of
    Rule 405 under the Securities Act or
    a broker-dealer.    over-the-counter and/or
   208




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##### Table of Contents




    cannot rely on the position of the staff of the SEC enunciated
    in Morgan Stanley & Co. Incorporated(available
    June 5, 1991) and Exxon Capital Holdings
    Corporation(available May 13, 1988), as interpreted in
    the SECs letter to Shearman & Sterling(available July 2, 1993) or similar no-action
    letters and
    in the absence of an exemption therefrom, must comply with the
    registration and prospectus delivery requirements of the
    Securities Act in connection with any resale of the exchange
    notes.   LEGAL
    MATTERS   EXPERTS     WHERE YOU
    CAN FIND MORE INFORMATION  Form S-4
   209




---



##### Table of Contents



www.sec.gov 1-800-SEC-0330 http://www.thermadyne.com (636) 728-3000.
     210




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INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  PageAudited Consolidated Financial StatementsReport of Independent Registered Public
    Accounting Firm  KPMG LLP


F-2Consolidated Balance Sheets as of
    December 31, 2010 (Successor Company) and 2009 (Predecessor
    Company)


F-3Consolidated Statements of Operations for
    December 3, 2010 through December 31, 2010 (Successor
    Company), January 1, 2010 through December 2, 2010
    (Predecessor Company), and for the years ended December 31,
    2009 and 2008 (Predecessor Company)


F-4Consolidated Statements of Stockholders
    Equity for December 3, 2010 through December 31, 2010
    (Successor Company), January 1, 2010 through
    December 2, 2010 (Predecessor Company), and for the years
    ended December 31, 2009 and 2008 (Predecessor Company)


F-5Consolidated Statements of Cash Flows for
    December 3, 2010 through December 31, 2010, (Successor
    Company), January 1, 2010 through December 2, 2010
    (Predecessor Company), and for the years ended December 31,
    2009 and 2008 (Predecessor Company)


F-6Notes to Consolidated Financial Statements


F-7Interim Unaudited Condensed Consolidated Financial
    StatementsCondensed Consolidated Balance Sheets as of March
    31, 2011 and December 31, 2010


F-51Condensed Consolidated Statements of Operations
    for the three months ended March 31, 2011 and March 31, 2010


F-52Condensed Consolidated Statements of Cash Flows
    for the three months ended March 31, 2011 and March 31, 2010


F-53Notes to Unaudited Condensed Consolidated
    Financial Statements


F-54  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 F-2




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  Successor



PredecessorDecember 31,



December 31,2010



2009(Dollars in thousands,except share data)ASSETSCurrent Assets:Cash and cash equivalents

$
22,399



$
14,886Trusteed assets


183,685




Accounts receivable, less allowance for doubtful accounts of
    $400 and $400, respectively


65,641




56,589Inventories


85,440




74,381Prepaid expenses and other


8,581




9,255Deferred tax assets


2,644




3,008Total current assets


368,390




158,119Property, plant and equipment, net of accumulated depreciation
    of $1,274 and $55,082, respectively


75,796




46,687Goodwill


164,678




187,818Intangibles, net


155,036




58,451Deferred financing fees


14,553




3,478Other assets


1,632




392Total assets

$
780,085



$
454,945LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Senior subordinated notes due 2014

$
176,095



$
Working capital facility







9,643Current maturities of other long-term obligations


2,207




8,915Accounts payable


26,976




9,598Accrued and other liabilities


37,995




23,119Accrued interest


9,184




7,608Income taxes payable


4,155




705Deferred tax liability


6,014




2,793Total current liabilities


262,626




62,381Long-term obligations, less current maturities


264,564




198,466Deferred tax liabilities


74,832




52,835Other long-term liabilities


14,659




13,471Stockholders equity:Common stock, $0.01 par value:Authorized  1,000 shares and
    25,000,000 shares, respectively Issued and
    outstanding  1,000 shares at December 31,
    2010 and 13,539,998 shares at December 31, 2009







135Additional paid-in capital


176,035




188,791Accumulated deficit


(14,680
)



(65,063
)Accumulated other comprehensive income


2,049




3,929Total stockholders equity


163,404




127,792Total liabilities and stockholders equity

$
780,085



$
454,945    F-3




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Successor



PredecessorDecember 3, 2010



January 1, 2010through



through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008(Dollars in thousands)Net sales

$
28,663



$
387,238


$
347,655


$
516,908Cost of goods sold


21,910




256,948



245,043



359,409Gross margin


6,753




130,290



102,612



157,499Selling, general and administrative expenses


19,044




90,142



80,239



110,890Amortization of intangibles


531




2,515



2,693



2,675Operating income (loss)


(12,822
)



37,633



19,680



43,934Other income (expenses):Interest, net


(2,273
)



(20,525
)


(20,850
)


(20,304
)Amortization of deferred financing costs


(170
)



(918
)


(1,052
)


(938
)Settlement of retiree medical obligations











5,863



Loss on debt extinguishment







(1,867
)






Other











147



(80
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


(15,265
)



14,323



3,788



22,612Income tax provision (benefit)


(585
)



8,187



2,657



12,089Income (loss) from continuing operations


(14,680
)



6,136



1,131



10,523Income from discontinued operations, net of tax











3,051



185Net income (loss)

$
(14,680
)


$
6,136


$
4,182


$
10,708    F-4




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedCommon Stock


Additional





Other


TotalNumber of


Par


Paid-In


Accumulated


Comprehensive


StockholdersShares


Value


Capital


Deficit


Income (Loss)


Equity(Amounts in thousands)PredecessorDecember 31, 2007


13,368


$
134


$
186,830


$
(79,953
)

$
15,073


$
122,084Comprehensive income (loss):Net income














10,708







10,708Foreign currency translation, net of tax


















(10,990
)


(10,990
)Pension benefit obligation, net of tax


















(7,098
)


(7,098
)Post-retirement benefit obligations, net of tax


















1,172



1,172Comprehensive loss






















(6,208
)Common stock issuance-Employee stock purchase plan


11







130











130Exercise of stock options


131



1



1,818











1,819Stock compensation










478











478December 31, 2008


13,510


$
135


$
189,256


$
(69,245
)

$
(1,843
)

$
118,303Comprehensive income (loss):Net income














4,182







4,182Foreign currency translation, net of tax


















7,279



7,279Pension benefit obligation, net of tax


















318



318Post-retirement benefit obligations, net of tax


















(1,825
)


(1,825
)Comprehensive loss






















9,954Common stock issuance-employee stock purchase plan


30







114











114Exercise of stock options






















Stock compensation










(579
)










(579
)December 31, 2009


13,540


$
135


$
188,791


$
(65,063
)

$
3,929


$
127,792Comprehensive income (loss):Net income














6,136







6,136Foreign currency translation, net of tax


















1,981



1,981Pension benefit obligation, net of tax


















(705
)


(705
)Post-retirement benefit obligations, net of tax


















(310
)


(310
)Comprehensive loss






















7,102Common stock issuance-employee stock purchase plan


12







96











96Exercise of stock options


969



1



70











71Stock compensation










682











682December 2, 2010


14,521


$
136


$
189,639


$
(58,927
)

$
4,895


$
135,743SuccessorInitial investment by purchasers


1,000


$



$
176,010


$



$



$
176,010Comprehensive income (loss):Net loss














(14,680
)






(14,680
)Foreign currency translation, net of tax


















1,368



1,368Pension benefit obligation, net of tax


















647



647Post-retirement benefit obligations, net of tax


















34



34Comprehensive loss






















(12,631
)Stock compensation










25











25December 31, 2010


1,000


$



$
176,035


$
(14,680
)

$
2,049


$
163,404    F-5




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Successor



PredecessorDecember 3, 2010



January 1, 2010through



through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008(Dollars in thousands)Cash flows from continuing operations:Cash flows from operating activities:Net income (loss)

$
(14,680
)


$
6,136


$
4,182


$
10,708Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:(Income)/loss from discontinued operations











(3,051
)


(185
)Depreciation and amortization


1,645




12,445



12,962



12,365Deferred income tax benefit


(941
)



1,656



(1,069
)


4,850Stock compensation expense (gain)


25




682



(579
)


1,362Net periodic post-retirement benefits


133




655



(5,908
)


322Loss on debt extinguishment







1,867







Changes in operating assets and liabilities:Accounts receivable, net


2,938




(9,847
)


19,351



7,052Inventories


4,223




(2,875
)


32,264



(15,440
)Prepaids


(879
)



3,073



(2,935
)


762Accounts payable


(3,825
)



19,344



(20,998
)


(2,519
)Accrued and other liabilities


(310
)



13,197



(10,835
)


1,242Accrued interest


3,200




(1,624
)


1,156



(1,474
)Accrued taxes


272




2,844



(2,367
)


103Other long-term liabilities


140




(1,879
)


(669
)


(838
)Other, net


402




(546
)






80Net cash provided by (used in) operating activities


(7,657
)



45,128



21,504



18,390Cash flows from investing activities:Capital expenditures


(1,849
)



(6,499
)


(7,695
)


(12,776
)Proceeds from sales of discontinued operations















500Purchase of minority interest















(838
)Purchase of outside interest in joint venture















(3,055
)Other


(188
)



(341
)


(361
)


(757
)Net cash used in investing activities


(2,037
)



(6,840
)


(8,056
)


(16,926
)Cash flows from financing activities:Borrowings under Working Capital Facility







15,927



8,923



27,751Repayments of Working Capital Facility


(3,347
)



(22,223
)


(31,811
)


(7,878
)Issuance of Senior Secured Notes due 2017


260,000












Repurchase of Senior Subordinated Notes











(2,632
)


Borrowings under Second-Lien Facility and other











25,075



Repayments of Second-Lien Facility and other


(1,240
)



(26,707
)


(15,823
)


(22,789
)Initial investment by purchasers (excludes subscription
    receivables)


175,285












Purchase of Predecessor common stock


(213,926
)











Trusteed assets


(183,672
)











Payment of Predecessor change in control expenditures


(7,525
)











Deferred financing fees


(14,723
)











Exercise of employee stock purchases







167



114



1,949Advances from (to) discontinued operations











2,539



(2,657
)Termination payment from derivative counterparty











2,313



Other, net











(925
)


(891
)Net cash provided by (used in) financing activities


10,852




(32,836
)


(12,227
)


(4,515
)Effect of exchange rate changes on cash and cash equivalents


469




434



1,749



(1,192
)Net cash provided by (used in) continuing operations


1,627




5,886



2,970



(4,243
)Net cash provided by (used in) discontinued operations











(585
)


309Total increase (decrease) in cash and cash equivalents


1,627




5,886



2,385



(3,934
)Total cash and cash equivalents beginning of period


20,772




14,886



12,501



16,435Total cash and cash equivalents end of period

$
22,399



$
20,772


$
14,886


$
12,501    F-6




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share data)
  1.
    The
    Company  ® ® ® ® ® ® ® ®
  Basis of Presentation.
      2.
    Significant
    Accounting Policies  Principles of consolidation.
  Reclassifications.
  Estimates.
 F-7




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories. last-in, first-in,
  Property, Plant and Equipment.
  Deferred Financing Costs.
  Goodwill and intangibles.
      Intangible Assets
 F-8




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Product Warranty Programs.
  Successor



PredecessorDecember 3, 2010



January 1, 2010through



through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Balance at beginning of period

$
3,000



$
2,300


$
2,961


$
3,072Charged to expense


200




4,267



2,053



3,217Warranty payments







(3,567
)


(2,714
)


(3,328
)Balance at end of period

$
3,200



$
3,000


$
2,300


$
2,961   Income Taxes.  Income Tax
  Stock Option Accounting. Stock
    Options and Stock-Based Compensation
  Revenue Recognition.
    30-day
   F-9




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Research and development costs.
  Cash Equivalents.
  Foreign Currency Translation.
  Accumulated Other Comprehensive Income.
  Successor



PredecessorDecember 3, 2010 to



January 1, 2010through



throughDecember 31, 2010



December 2, 2010


2009Balance at


Increase



Balance at


Increase


Balance at


IncreaseDecember 31


(Decrease)



December 2


(Decrease)


December 31


(Decrease)


January 1Cumulative foreign currency translation gains (losses), net of
    tax

$
1,368


$
1,368



$
11,159


$
1,981


$
9,178


$
7,279


$
1,899Pension benefit obligation, net of tax


647



647




(8,637
)


(705
)


(7,932
)


318



(8,250
)Post-retirement benefit obligations, net of tax


34



34




2,373



(310
)


2,683



(1,825
)


4,508Comprehensive income (loss)

$
2,049


$
2,049



$
4,895


$
966


$
3,929


$
5,772


$
(1,843
)     Fair Value.
    Effect
    of New Accounting Standards
  Business Combinations.
 F-10




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Subsequent Events. 855-10,
    3.
    Acquisition.    
    Each share of Predecessor Thermadynes common stock,
    including restricted shares, outstanding immediately prior to
    the Acquisition were cancelled and converted into the right to
    receive $15 in cash per share, without interest.
    Each outstanding option to acquire Predecessor Thermadyne common
    stock outstanding immediately prior to the Acquisition vested
    (if unvested) and was cancelled in exchange for the right to
    receive cash for the excess of $15 per share over the per share
    exercise price of the option.
    Successor Thermadyne received $176,010 in equity contributions
    and became a wholly-owned subsidiary of Technologies.
    Successor Thermadyne entered into an amended asset-backed credit
    facility (the Working Capital Facility) to provide
    for borrowings not to exceed $60,000 (including up to $10,000
    for letters of credit) of borrowings, subject to the borrowing
    base capacity of certain customer receivables and inventories.
    Successor Thermadyne issued $260,000 aggregate principal amount
    of 9% Senior Secured Notes due 2017. The Senior Secured
    Notes are guaranteed on a secured basis by substantially all of
    Thermadynes current and future assets. See Note 9 for
    further information.
    A notice of redemption was issued on December 3, 2010 for
    the $172,327 outstanding aggregate principal amount of
    91/4% Senior
    Subordinated Notes due 2014, and Thermadyne irrevocably
    deposited $183,672 with the Trustee to redeem the Senior
    Subordinated Notes at 101.542% and pay the related accrued
    interest due on February 1, 2011.     F-11




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      At December 3, 2010:Purchase price of outstanding equity (cash payments for
    Predecessor common shares, restricted stock and options at $15
    per share)





$
213,926Acquisition related costs:Included in selling, general and administrative expenses:December 3 through December 31, 2010 (including $121 of IPC
    advisory fee)





$
12,111
(a)January 1 through December 2, 2010






4,763
(a)Deferred to balance sheet, to be amortized over life of related
    debt:Deferred debt issuance fees






14,723Total acquisition related costs





$
31,597Allocation of purchase price:Total current assets





$
187,147
(b)Property, plant and equipment






75,250Intangible assets:Corporate trademarks

$
19,079Intellectual property bundles


81,380Customer relationships


54,920Total intangibles






155,379
(c)Goodwill






164,678Other assets including deferred tax asset of $414






1,273Total assets acquired






583,727Total current liabilities excluding current portion of debt and
    deferred tax liability






84,831
(d)Senior subordinated notes due 2014, including call premium






177,066Working capital facility due 2012






3,347Capital leases






8,345Deferred tax liability






81,173Other long-term liabilities






15,039Total liabilities assumed






369,801Net assets acquired





$
213,926     (a)
    
    Transaction related expenditures for legal and professional
    services were reported as selling, general and administrative
    expenses with $12,111 recorded in the Successor Period ended
    December 31, 2010 and $4,763 in the selling general and
    administrative expenses in the Predecessor Period ended
    December 2, 2010. The summation of Acquisition related
    costs from December 3 through December 31, 2010 including
    $121 of IPC advisory fees ($12,111) and from January 1 through
    December 2, 2010 ($4,763) is $16,874. The summation of
    these two amounts excluding the IPC advisory fee of $121 is
    $16,753 and is referenced in note (d) in the Notes to
    Unaudited Pro Forma Condensed Consolidated Statement of
    Operations For the Combined Period (Twelve Months) Ended
    December 31, 2010 which is included in the section
    Unaudited Pro Forma Condensed Consolidated Statement of
    Operations. F-12




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)
    
    Total current assets includes cash of $20,772, accounts
    receivable of $67,756, inventories of $88,869, and deferred tax
    assets of $2,863.  (c)
    
    Goodwill of $164,678 arising from the Acquisition represents the
    excess of the purchase price over specifically identified
    tangible and intangible assets, and is primarily attributable to
    the growth potential of the Company. The Company has one
    operating segment and thus one unit of reporting for goodwill.
    Approximately $2,124 of the amounts recorded for intangibles are
    deductible for tax purposes.  (d)
    
    Total current liabilities excluding current portion of debt and
    deferred tax liability includes accounts payable of $30,962 and
    accrued liabilities of $44,144.  Supplemental pro forma financial
    information last-in
  Pro FormaUnauditedYear Ended December 31, 2009:Net sales

$
347,655Net income (loss)


(17,373
)   Pro FormaCombined Period twelve months ended December 31,
    2010:Net sales

$
415,901Net (loss)


(3,440
)   4.
    Discontinued
    Operations      South

Soltec/C&G

Brazil

Africa

Genset

TotalTwelve months ended December 31, 2009

$



$
1,118


$
1,933


$



$
3,051Twelve months ended December 31, 2008


(127
)


349







(37
)


185  F-13




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accounts
    Receivable    NetBalance at





Write-offs


Balance atAllowance for Discounts and Doubtful

Beginning


(Recovery)


&


EndAccounts:

of Year


Provision


Adjustments


of YearDecember 3, 2010 through December 31, 2010

$
400


$
(20
)

$
20


$
400January 1, 2010 through December 2, 2010


400



(105
)


105



400Year ended December 31, 2009


900



1,139



(1,639
)


400Year ended December 31, 2008


1,000



284



(384
)


900     6.
    Inventories    Successor



PredecessorDecember 31,



December 31,2010



2009Raw materials and component parts

$
25,075



$
25,410Work-in-process


3,853




4,216Finished goods


56,512




53,27285,440




82,898LIFO reserve







(8,517
)$
85,440



$
74,381   last-in, first-in
     F-14




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Property,
    Plant, and Equipment    Successor



PredecessorDecember 31,



December 31,2010



2009Land

$
15,360



$
5,426Building


18,547




16,966Machinery and equipment


43,163




79,37777,070




101,769Accumulated depreciation


(1,274
)



(55,082
)$
75,796



$
46,687     8.
    Intangible
    Assets    Successor



PredecessorDecember 31,



December 31,2010



2009Goodwill

$
164,678



$
187,818Customer relationships


54,920




Intellectual property bundles


81,568




Patents







42,741Trademarks


19,079




33,403320,245




263,962Accumulated amortization of customer relationships and
    intellectual property bundles


(531
)



(17,693
)$
319,714



$
246,269   Goodwill:
    Customer
    Relationships:
   F-15




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intellectual
    Property Bundles (Includes Patents at December 31,
    2010):
            Carrying Amount ofGoodwillPredecessor:Balance as of December 31, 2008

$
184,043Foreign currency translation


3,775Balance as of December 31, 2009


187,818Foreign currency translation


802Balance as of December 2, 2010

$
188,620Successor:December 3, 2010 acquisition balance

$
164,678December 31, 2010 balance

$
164,678  F-16




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Debt and
    Capital Lease Obligations    Successor



PredecessorDecember 31,



December 31,2010



2009Senior Secured Notes due December 15, 2017, 9% interest
    payable semi-annually on June 15 and December 15

$
260,000



$
Senior Subordinated Notes due February 1, 2014,
    91/4%
    interest payable semiannually on February 1 and August 1


176,095




172,327Capital leases


6,771




9,869Working Capital Facility







9,643Second Lien Facility







25,000Issuance discount on Second Lien Facility







(1,703
)Other







1,888442,866




217,024Current maturities and working capital facility


(178,302
)



(18,558
)$
264,564



$
198,466     2011

$
178,3022012


1,5702013


1,3682014


1,1162015


5102017


260,000       Senior
    Secured Notes due 2017
  360-day 30-day
 F-17




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    during each twelve-month period commencing with the issue date,
    up to 10% of the original aggregate principal amount of Senior
    Secured Notes at a redemption price of 103%;
    all or a part of the Senior Secured Notes at a redemption price
    equal to 100% of the principal amount of Senior Secured Notes to
    be redeemed plus a make-whole premium, as determined
    in accordance with the Indenture; and
    on one or more occasions, at its option, up to 35% of the
    original aggregate principal amount of Senior Secured Notes
    issued, at a redemption price of 109% of the aggregate principal
    amount of the Senior Secured Notes to be redeemed, with the net
    cash proceeds of one or more equity offerings of Thermadyne or
    any of its direct or indirect parents to the extent such
    proceeds are received by or contributed to Thermadyne.     F-18




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Working
    Capital Facility
      
    85% of the aggregate book value of eligible accounts receivable
    consisting of the receivables from U.S., Canadian, and
    Australian-based customers; plus
    the lesser of (a) 85% of the aggregate net orderly
    liquidation value of eligible inventory consisting of the
    U.S. and Australian-based inventories (subject to certain
    reserves and adjustments) multiplied by a percentage
    representing the net orderly liquidation value of the book value
    of such inventory and (b) 65% of the aggregate book value
    of the sum of the eligible inventory.           F-19




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Covenant
    Compliance
      Second
    Lien Facility
      Senior
    Subordinated Notes Due 2014
  1 4
 F-20




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        1 4
  10.
    Terminated
    Interest Rate Swap Arrangement    11.
    Financial
    Instruments  Concentrations
    of Credit Risk
      Fair
    Value
    Cash and cash equivalents:
 F-21




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts receivable and accounts payable:
  Debt:
  12.
    Leases    Capital


OperatingLeases


Leases2011

$
2,661


$
8,5092012


1,891



7,5132013


1,563



7,0012014


1,214



6,5182015


523



5,344Thereafter






10,415Total minimum lease payments


7,852


$
45,300Amount representing interest


(1,081
)Present value of net minimum lease payments, including current
    obligations of $2,207

$
6,771     13.
    Income
    Taxes    Successor



PredecessorDecember 3, 2010



January 1, 2010through



through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Domestic loss

$
(13,590
)


$
(7,693
)

$
(5,272
)

$
(1,351
)Foreign income (loss)


(1,675
)



22,016



9,060



23,963Income (loss) from continuing operations before income taxes

$
(15,265
)


$
14,323


$
3,788


$
22,612  F-22




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorDecember 3, 2010



January 1, 2010


Year


Yearthrough



through


Ended


EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Current:Federal

$
(106
)


$
(98
)

$
(242
)

$
583Foreign


136




6,673



3,976



6,451State and local


10




306



17



219Total current


40




6,881



3,751



7,253Deferred


(625
)



1,306



(1,094
)


4,836Income tax provision (benefit)  continuing operations

$
(585
)


$
8,187


$
2,657


$
12,089     Successor



Predecessor2010



2009Deferred tax assets:Post-employment benefits

$
4,053



$
461Accrued liabilities


5,741




3,291Other


1,198




1,230Property, plant, and equipment







319Net operating loss carryforwards-foreign and U.S.


60,094




60,431Total deferred tax assets


71,086




65,732Valuation allowance for deferred tax assets


(14,506
)



(43,141
)Net deferred tax assets


56,580




22,591Deferred tax liabilities:Intangibles


(52,991
)



(16,343
)Inventories


(8,363
)



(3,047
)Property, plant, and equipment


(10,213
)



Other







(5,819
)Investment in subsidiary


(62,801
)



(49,696
)Total deferred tax liabilities


(134,368
)



(74,905
)Net deferred tax liabilities

$
(77,788
)


$
(52,314
)    F-23




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorDecember 3, 2010



January 1, 2010





Yearthrough



through


Year Ended


EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Tax at U.S. statutory rates

$
(5,343
)


$
5,013


$
1,326


$
7,914Foreign deemed dividends (Section 956)







4,736



2,101



2,366Nondeductible expenses and other exclusions


154




408



(599
)


(26
)Nondeductible acquisition expenses


3,859




1,097







21Valuation allowance for deferred tax assets


655




(3,239
)






572Foreign tax rate differences and nonrecognition of foreign tax
    loss benefits


722




(779
)


300



(950
)State income taxes


(45
)



357



(24
)


201Change in basis of investment of subsidiary


(587
)



594



(447
)


1,991Income tax provision (benefit)

$
(585
)


$
8,187


$
2,657


$
12,089        F-24




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorDecember 3, 2010



January 1, 2010


Year


Yearthrough



through


Ended


EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Balance at January 1

$
1,490



$
1,470


$
1,731


$
2,099Additions based on tax positions related to the current year


5




64



100



186Reductions for tax positions of prior years







(44
)


(361
)


(554
)Balance at December 31

$
1,495



$
1,490


$
1,470


$
1,731     (2006-2010), (2005-2010), (2004-2010) (2003-2010).
    14.
    Contingencies     F-25




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Israeli v. Thermadyne Holdings
    Corp., et al. 10SL-CC04238, Shivers v. Thermadyne Holdings Corp., et al.
      15.
    Stock
    Options and Stock-Based Compensation   F-26




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Stock
    Options and Restricted Stock
          Successor


PredecessorDecember 3, 2010


January 1, 2010through


through

Year Ended

Year EndedDecember 31, 2010


December 2, 2010

December 31, 2009

December 31, 2008Weighted average fair value

$
3.53



$
4.58


$
1.75


$
6.75Assumptions used:Expected dividend yield


0.00
%



0.00
%


0.00
%


0.00
%Expected volatility


0.00
%



59.86
%


57.48
%


41.12
%Risk-free interest rate


1.64
%



3.09
%


2.81
%


3.44
%Expected life


5.0 years




6.5 years



6.5 years



6.5 years  F-27




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicSuccessor Company-2010 Incentive Plan

Shares


Price


Term


ValueNon-vested options outstanding at December 3, 2010


Granted


493,797


$
25.00Exercised


Forfeited or expired


Non-vested options outstanding at December 31, 2010


493,797


$
25.00



9.9


$
Predecessor Company-Total Employee and Director Stock OptionsOptions outstanding at January 1, 2010


1,190,578


$
12.72Granted


203,373


$
7.79Exercised


(969,255
)

$
8.91Forfeited or expired


(424,696
)

$
14.89Options outstanding at December 2, 2010


       WeightedAverageNumber of


Remaining Life


SharesOptions


(In Years)


ExercisableOptions outstanding:Exercise Price at $10.00


246,899



9.9



Exercise Price at $30.00


123,449



9.9



Exercise Price at $50.00


123,449



9.9



493,797







  F-28




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Employee
    Benefit Plans  401(k) Retirement Plan.
  Australian Defined Contribution Plan.
  Defined Pension Plans.
 F-29




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. and Canadian PlansSuccessor



PredecessorDecember 3, 2010



January 1, 2010through



Through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Components of the net periodic benefit cost:Service cost

$
14



$
137


$
125


$
151Interest cost


95




1,116



1,277



1,209Expected return on plan assets


(102
)



(1,022
)


(938
)


(1,461
)Amortization of net (gain) or loss







547



644



Settlement gain















Benefit cost

$
7



$
778


$
1,108


$
(101
)Weighted-average assumptions used to determine net periodic
    pension cost:Measurement date


December 31, 2009




December 31, 2009



December 31, 2008



December 31, 2007Discount rate


5.70
%



5.70
%


6.25
%


6.00
%Expected long-term rate of return on plan assets


8.00
%



8.00
%


8.00
%


8.00
%Rate of compensation increase


N/A




N/A



N/A



N/AOther changes in plan assets and benefit obligations recognized
    in other comprehensive income (OCI):Net (gain) or loss

$
(441
)*


$
1,181


$
(198
)

$
7,097Total recognized in other comprehensive income

$
(441
)*


$
1,181


$
(198
)

$
7,097Total recognized in net periodic postretirement cost and OCI

$
(434
)*


$
1,959


$
910


$
6,997Estimated amortizations from the AOCI into net periodic
    postretirement benefit cost over the next fiscal year:Amortization of net (gain) or loss

$




$



$
587


$
644     *
    
    These amounts exclude $7,862 of unrecognized loss as of
    December 3, 2010.  F-30




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Australian PlanSuccessor



PredecessorDecember 3, 2010



January 1, 2010through



Through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Components of the net periodic benefit cost:Service cost

$
88



$
934


$
1,120


$
644Interest cost


150




1,583



1,017



1,879Expected return on plan assets


(139
)



(1,457
)


(1,248
)


(1,907
)Amortization of net (gain) or loss







261



994



157Settlement gain











529



Benefit cost

$
100



$
1,320


$
2,412


$
774Weighted-average assumptions used to determine net periodic
    pension cost:Measurement date


December 31, 2009




December 31, 2009



December 31, 2008



December 31, 2007Discount rate


8.50
%



8.50
%


4.75
%


7.50
%Expected long-term rate of return on plan assets


6.50
%



6.50
%


6.50
%


6.60
%Rate of compensation increase


4.00
%



4.00
%


3.50
%


4.00
%Other changes in plan assets and benefit obligations Recognized
    in other comprehensive income (OCI):Net (gain) or loss

$
(206
)


$



$



$
Total recognized in other comprehensive income

$
(206
)


$



$



$
Total recognized in net periodic postretirement cost and OCI

$
(106
)


$
1,320


$
2,412


$
744Estimated amortizations from the AOCI into net periodic
    postretirement benefit cost over the next fiscal year:Amortization of net (gain) or loss

$




$



$



$
  F-31




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. and Canadian PlansSuccessor



PredecessorDecember 3, 2010



January 1, 2010through



Through


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009Change in benefit obligation:Benefit obligation at beginning of year

$
28,202



$
26,260


$
23,451Service cost


14




137



125Interest cost


116




1,334



1,469Participant contributions











Settlement gain











Actuarial (gain) loss


(257
)



1,920



2,202Benefits paid


(9
)



(1,570
)


(1,365
)Expenses, taxes and premiums paid











Currency translation


46




121



380Benefit obligation at end of year

$
28,112



$
28,202


$
26,260Change in plan assets:Fair value of plan assets at beginning of year

$
19,214



$
17,072


$
14,231Actual return on plan assets


309




1,927



3,027Employer contributions







1,672



843Participant contributions











Benefits paid


(9
)



(1,570
)


(1,366
)Administrative expenses











Currency translation


42




113



338Fair value of plan assets at end of year

$
19,555



$
19,214


$
17,072Funded status of the plan (underfunded)

$
(8,557
)


$
(8,988
)

$
(9,188
)Amounts recognized in the balance sheet:Noncurrent liabilities

$
(8,557
)


$
(8,988
)

$
(9,188
)Amounts recognized in accumulated other comprehensive income
    consist of:Net (gain) loss

$
(442
)


$
8,636


$
7,932Accumulated other comprehensive income

$
(442
)


$
8,636


$
7,932Accumulated benefit obligation

$
28,112



$
28,202


$
26,260Weighted -average assumptions used to determine benefit
    obligations:Measurement date


December 31, 2010




December 3, 2010



December 31, 2009Discount rate


5.10
%



5.00
%


5.70
%Rate of compensation increase


N/A




N/A



N/A   F-32




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Australian PlanSuccessor



PredecessorDecember 3, 2010



January 1, 2010through



Through


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009Change in benefit obligation:Benefit obligation at beginning of year

$
24,336



$
19,784


$
17,180Service cost


88




934



1,120Interest cost


150




1,583



1,017Participant contributions


41




431



504Settlement gain











(2,217
)Actuarial (gain) loss


3




1,053



(2,657
)Benefits paid







(797
)


Expenses, taxes and premiums paid


(33
)



(326
)


(197
)Currency translation


1,196




1,675



5,034Benefit obligation at end of year

$
25,781



$
24,336


$
19,784Change in plan assets:Fair value of plan assets at beginning of year

$
25,109



$
23,090


$
15,317Actual return on plan assets


347




(90
)


4,810Employer contributions


88




847



385Participant contributions


41




431



504Benefits paid







(797
)


(2,217
)Administrative expenses


(33
)



(326
)


(197
)Currency translation


1,234




1,955



4,488Fair value of plan assets at end of year

$
26,786



$
25,109


$
23,090Funded status of the plan (overfunded)

$
1,004



$
773


$
3,306Amounts recognized in the balance sheet:Noncurrent assets

$
1,004



$
773


$
3,306Amounts recognized in accumulated other comprehensive income
    consist of:Net (gain) loss

$
(206
)


$
(5,509
)

$
(7,214
)Accumulated other comprehensive income

$
(206
)


$
(5,509
)

$
(7,214
)Accumulated benefit obligation

$
25,781



$
24,336


$
19,784Weighted -average assumptions used to determine benefit
    obligations Measurement date


December 31, 2010




December 3, 2010



December 31, 2009Discount rate


7.60
%



7.60
%


8.50
%Rate of compensation increase


4.00
%



4.00
%


4.00
%    F-33




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    U.S. and Canadian PlansTarget2011


2010


2009Asset CategoryEquity securities


56
%


62
%


57
%Debt securities


27
%


29
%


34
%Real estate


9
%


1
%


9
%Other


8
%


8
%


0
%Total


100
%


100
%


100
%   Australian PlanTarget2011


2010


2009Asset CategoryEquity securities


42
%


40
%


46
%Debt securities


46
%


36
%


25
%Real estate


5
%


4
%


7
%Other


7
%


20
%


22
%Total


100
%


100
%


100
%       Pension Plans Assets at Fair Value as ofDecember 31, 2010Quoted Prices inActive Markets for


Significant OtherIdentical Assets


Observable Inputs(Level 1)


(Level 2)


TotalMutual Funds

$
18,561


$
994


$
19,555Commingled Trust Funds






26,786



26,786$
18,561


$
27,780


$
46,341     Level 1 
  Level 2 
   F-34




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      U.S. and

AustralianCanadian Plans

PlanEstimated Future Benefit Payments2011

$
1,489


$
3,8952012


1,530



3,9392013


1,590



3,5572014


1,677



2,8842015


1,720



2,931Years
    2016-2020


9,200



14,484   Other Postretirement Benefits.
    Stock Purchase Plan.
  Deferred Compensation Plan.
  17.
    Segment
    Information   F-35




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Geographic
    Information
    Successor



PredecessorFor the 29



For the 336Day Period from



Day Period fromDecember 3, 2010



January 1, 2010


Year


Yearthrough



through


Ended


EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Net Sales:Americas

$
18,539



$
246,726


$
229,912


$
345,960Asia-Pacific


7,826




108,916



90,344



118,785Europe/Middle East


2,298




31,596



27,399



52,163Total

$
28,663



$
387,238


$
347,655


$
516,908       Successor



PredecessorDecember 31, 2010



December 31, 2009Identifiable Assets (excluding working capital and intangibles):Americas

$
69,696



$
40,365Asia-Pacific


19,930




8,043Europe/Middle East


1,940




1,844$
91,566



$
50,252   Product
    Line Information
   F-36




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor



PredecessorDecember 3, 2010



January 1, 2010through



through


Year Ended


Year EndedDecember 31, 2010



December 2, 2010


December 31, 2009


December 31, 2008Gas Equipment

$
9,484



$
140,500


$
122,370


$
191,256Filler metals including hardfacing


5,885




81,065



78,952



98,213Arc accessories including torches, related consumable parts and
    accessories


5,107




67,087



60,332



98,212Plasma power supplies, torches and related consumable parts


5,477




60,564



52,872



77,536Welding equipment


2,710




38,022



33,129



51,691$
28,663



$
387,238


$
347,655


$
516,908   18.
    Certain
    Relationships and Transactions  Relationship
    with Irving Place Capital
      Management
    Services Agreement
    dollar-for-dollar
 F-37




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Thermadyne
    Technologies Holdings, Inc. (Technologies)
      19.
    Quarterly
    Results of Operations  (Unaudited)  Discontinued Operations
      Successor



PredecessorDecember 3, 2010



October 1, 2010through



ThroughDecember 31, 2010



December 2, 2010


September 30


June 30


March 312010Continuing Operations:Net sales

$
28,663



$
75,542


$
106,483


$
108,596


$
96,617Gross profit


6,753




24,725



36,657



36,868



32,040Operating income (loss)


(12,822
)



3,796



12,427



11,469



9,941Income (loss) applicable to common shares:Continuing operations


(14,680
)



(3,552
)


4,821



2,571



2,296Net income (loss)

$
(14,680
)


$
(3,552
)

$
4,821


$
2,571


$
2,296   F-38




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  PredecessorDecember 31


September 30


June 30


March 312009Continuing Operations:Net sales

$
90,038


$
89,501


$
84,805


$
83,311Gross profit


28,337



28,489



24,662



21,124Operating income


6,073



6,355



6,005



1,247Settlement of retiree medical obligations






5,863Income (loss) applicable to common shares:Continuing operations


(681
)


3,726



582



(2,496
)Discontinued operations






1,118



1,933



Net income (loss)

$
(681
)

$
4,844


$
2,515


$
(2,496
)   20.
    Restructuring
    and Other Charges      21.
    Condensed
    Consolidating Financial Statements and Thermadyne Holdings
    Corporation (Parent) Financial Information   F-39




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 4 Rule 3-10 Regulation S-X.
 F-40




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 DECEMBER
    31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
18,692


$
3,707


$



$
22,399Trusteed assets


183,685















183,685Accounts receivable, net






53,399



12,242







65,641Inventories






75,391



10,049







85,440Prepaid expenses and other


725



4,912



2,944







8,581Deferred tax assets






2,644











2,644Total current assets


184,410



155,038



28,942







368,390Property, plant and equipment, net






70,584



5,212







75,796Goodwill






164,678











164,678Intangibles, net






155,036











155,036Deferred financing fees






14,533











14,553Other assets






1,632











1,632Investment in and advances to subsidiaries


163,876



79,232







(243,108
)


Total assets

$
348,286


$
640,753


$
34,154


$
(243,108
)

$
780,085LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital facility

$



$



$



$



$
Senior subordinated notes due 2014


176,095















176,095Current maturities of long-term obligations






2,006



201







2,207Accounts payable






22,137



4,839







26,976Accrued and other liabilities


0



33,162



4,833







37,995Accrued interest


8,062



1,122











9,184Income taxes payable






3,722



433







4,155Deferred tax liability






6,014











6,014Total current liabilities


184,157



68,163



10,306







262,626Long-term obligations, less current maturities


0



264,238



326







264,564Deferred tax liabilities






74,832











74,832Other long-term liabilities






13,551



1,108







14,659Net equity (deficit) and advances to / from subsidiaries


725



210,319



3,291



(214,335
)


Shareholders equity (deficit):Common stock


















Additional
    paid-in-capital


176,035















176,035Accumulated deficit


(14,680
)


(12,968
)


(661
)


13,629



(14,680
)Accumulated other comprehensive income (loss)


2,049



22,618



19,784



(42,402
)


2,049Total shareholders equity (deficit)


163,404



9,650



19,123



(28,773
)


163,404Total liabilities and shareholders equity (deficit)

$
348,286


$
640,753


$
34,154


$
(243,108
)

$
780,085  F-41




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 DECEMBER
    31, 2009
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
11,740


$
3,146


$



$
14,886Accounts receivable, net






50,422



6,167







56,589Inventories






66,205



8,176







74,381Prepaid expenses and other






7,714



1,541







9,255Deferred tax assets






3,008











3,008Total current assets






139,089



19,030







158,119Property, plant and equipment, net






43,233



3,454







46,687Goodwill






187,818











187,818Intangibles, net






50,737



7,714







58,451Deferred financing fees


2,019



1,459











3,478Other assets






392











392Investment in and advances to subsidiaries


225,881











(225,881
)


Total assets

$
227,900


$
422,728


$
30,198


$
(225,881
)

$
454,945LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital facility

$



$
9,643


$



$



$
9,643Current maturities of long-term obligations


463



8,239



213







8,915Accounts payable






6,953



2,645







9,598Accrued and other liabilities






19,275



3,844







23,119Accrued interest


7,527



81











7,608Income taxes payable






896



(191
)






705Deferred tax liability






2,793











2,793Total current liabilities


7,990



47,880



6,511







62,381Long-term obligations, less current maturities


172,327



25,569



570







198,466Deferred tax liabilities






52,835











52,835Other long-term liabilities


1,426



11,430



615







13,471Net equity (deficit) and advances to / from subsidiaries


(81,636
)


252,780



96,597



(267,741
)


Shareholders equity (deficit):Common stock


135















135Additional
    paid-in-capital


188,791















188,791Accumulated deficit


(65,062
)


54,870



(67,783
)


12,912



(65,063
)Accumulated other comprehensive income (loss)


3,929



(22,636
)


(6,312
)


28,948



3,929Total shareholders equity (deficit)


127,793



32,234



(74,095
)


41,860



127,792Total liabilities and shareholders equity (deficit)

$
227,900


$
422,728


$
30,198


$
(225,881
)

$
454,945  F-42




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 DECEMBER
    3, 2010 THROUGH DECEMBER 31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
29,215


$
5,137


$
(5,689
)

$
28,663Cost of goods sold






23,778



3,877



(5,745
)


21,910Gross margin






5,437



1,260



56



6,753Selling, general and administrative expenses






17,056



1,988







19,044Amortization of intangibles






531











531Operating income (loss)






(12,150
)


(728
)


56



(12,822
)Other income (expense):Interest, net


(1,107
)


(1164
)


(2
)






(2,273
)Amortization of deferred financing costs






(170
)










(170
)Equity in net income (loss) of subsidiaries


(13,573
)










13,573



Settlement of retiree medical obligations


















Other


















Income (loss) from continuing operations before income tax
    provision and discontinued operations


(14,680
)


(13,484
)


(730
)


13,629



(15,265
)Income tax provision






(516
)


(69
)






(585
)Income (loss) from continuing operations


(14,680
)


(12,968
)


(661
)


13,629



(14,680
)Gain from discontinued operations, net of tax


















Net income (loss)

$
(14,680
)

$
(12,968
)

$
(661
)

$
13,629


$
(14,680
)  F-43




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 JANUARY
    1, 2010 THROUGH DECEMBER 3, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
399,165


$
57,049


$
(68,976
)

$
387,238Cost of goods sold






283,764



41,770



(68,586
)


256,948Gross margin






115,401



15,279



(390
)


130,290Selling, general and administrative expenses


682



80,677



9,692



(909
)


90,142Amortization of intangibles






2,515











2,515Operating income (loss)


(682
)


32,209



5,587



519



37,633Other income (expense):Interest, net


(17,036
)


(3,459
)


(30
)






(20,525
)Amortization of deferred financing costs


(457
)


(461
)










(918
)Equity in net income (loss) of subsidiaries


24,311











(24,311
)


Settlement of retiree medical obligations


















Other






(1,867
)










(1,867
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


6,136



26,422



5,557



(23,792
)


14,323Income tax provision






6,580



1,607







8,187Income (loss) from continuing operations


6,136



19,842



3,950



(23,792
)


6,136Gain from discontinued operations, net of tax


















Net income (loss)

$
6,136


$
19,842


$
3,950


$
(23,792
)

$
6,136  F-44




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 YEAR
    ENDED DECEMBER 31, 2009
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
355,864


$
29,111


$
(37,320
)

$
347,655Cost of goods sold






260,367



22,721



(38,045
)


245,043Gross margin






96,391



6,678



725



102,612Selling, general and administrative expenses


(578
)


73,931



6,886







80,239Amortization of intangibles






2,693











2,693Operating income (loss)


578



18,873



(496
)


725



19,680Other income (expense):Interest, net


(17,176
)


(3,750
)


76







(20,850
)Amortization of deferred financing costs


(531
)


(521
)










(1,052
)Equity in net income (loss) of subsidiaries


21,164











(21,164
)


Settlement of retiree medical obligations






5,863











5,863Other


147















147Income (loss) from continuing operations before income tax
    provision and discontinued operations


4,182



20,465



(420
)


(20,439
)


3,788Income tax provision






2,089



568







2,657Income (loss) from continuing operations


4,182



18,376



(988
)


(20,439
)


1,131Gain from discontinued operations, net of tax






1,954



1,097







3,051Net income (loss)

$
4,182


$
20,330


$
109


$
(20,439
)

$
4,182  F-45




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 YEAR
    ENDED DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
589,422


$
49,774


$
(122,288
)

$
516,908Cost of goods sold






444,795



37,213



(122,599
)


359,409Gross margin






144,627



12,561



311



157,499Selling, general and administrative expenses


180



103,553



7,157







110,890Amortization of intangibles






2,675











2,675Operating income (loss)


(180
)


38,399



5,404



311



43,934Other income (expense):Interest, net


(16,125
)


(4,121
)


(58
)






(20,304
)Amortization of deferred financing costs


(500
)


(438
)










(938
)Equity in net income (loss) of subsidiaries


27,513











(27,513
)


Other






(37
)


(43
)






(80
)Income (loss) from continuing operations before income tax
    provision and discontinued operations


10,708



33,803



5,303



(27,202
)


22,612Income tax provision






10,569



1,520







12,089Income (loss) from continuing operations


10,708



23,234



3,783



(27,202
)


10,523Loss from discontinued operations, net of tax










185







185Net income (loss)

$
10,708


$
23,234


$
3,968


$
(27,202
)

$
10,708  F-46




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 DECEMBER
    3, 2010 THROUGH DECEMBER 31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
(11,117
)

$
(9,374
)

$
(795
)

$
13,629


$
(7,657
)Cash flows from investing activities:Capital expenditures






(1,179
)


(670
)






(1,849
)Proceeds from sales of assets


















Other






(188
)










(188
)Net cash provided by (used in) investing activities






(1,367
)


(670
)






(2,037
)Cash flows from financing activities:Repayments under Working Capital Facility






(3,347
)










(3,347
)Issuance of Senior Secured Notes due 2017


260,000















260,000Repayments of Second-Lien Facility and other






(1,219
)


(21
)






(1,240
)Initial investment by purchasers (exclude subscription
    receivable)


175,285















175,285Purchase of Predecessor common stock


(213,926
)














(213,926
)Trusteed assets


(183,672
)














(183,672
)Payment of Predecessor change in control expenditures






(7,525
)










(7,525
)Deferred Financing fees


(13,208
)


(1,515
)










(14,723
)Changes in net equity


(13,362
)


27,380



(389
)


(13,629
)


Other


















Net cash provided by (used in) financing activities


11,117



13,774



(410
)


(13,629
)


19,852Effect of exchange rate changes on cash and cash equivalents






415



54







469Net cash provided by (used in) continuing operations






3,448



(1,821
)






1,627Total increase (decrease) in cash and cash equivalents






3,448



(1,821
)






1,627Total cash and cash equivalents beginning of period






15,244



5,528







20,772Total cash and cash equivalents end of period

$



$
18,692


$
3,707


$



$
22,399  F-47




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 JANUARY
    1, 2010 THROUGH DECEMBER 3, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
3,832


$
65,223


$
(135
)

$
(23,792
)

$
45,128Cash flows from investing activities:Capital expenditures






(6,028
)


(471
)






(6,499
)Proceeds from sales of assets


















Other






(774
)


433







(341
)Net cash provided by (used in) investing activities






(6,802
)


(38
)






(6,840
)Cash flows from financing activities:Borrowings under Working Capital Facility






15,927











15,927Repayments under Working Capital Facility






(22,223
)










(22,223
)Repayments of Second-Lien Facility and other






(26,533
)


(174
)






(26,707
)Exercise of employee stock purchases


167















167Changes in net equity


(3,999
)


(22,554
)


2,761



23,792



Other


















Net cash provided by (used in) financing activities


(3,832
)


(55,383
)


2,587



23,792



(32,836
)Effect of exchange rate changes on cash and cash equivalents






466



(32
)






434Net cash provided by (used in) continuing operations






3,504



2,382







5,886Total increase (decrease) in cash and cash equivalents






3,504



2,382







5,886Total cash and cash equivalents beginning of period






11,740



3,146







14,886Total cash and cash equivalents end of period

$



$
15,244


$
5,528


$



$
20,772  F-48




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 YEAR
    ENDED DECEMBER 31, 2009
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
3,790


$
36,640


$
1,513


$
(20,439
)

$
21,504Cash flows from investing activities:Capital expenditures






7,669
)


(26
)






(7,695
)Proceeds from sales of assets


















Other






(264
)


(97
)






(361
)Net cash provided by (used in) investing activities






(7,933
)


(123
)






(8,056
)Cash flows from financing activities:Borrowings under Working Capital Facility






8,923











8,923Repayments under Working Capital Facility






(31,811
)










(31,811
)Repurchase of Notes


(2,632
)














(2,632
)Borrowings of Second-Lien Facility and other






25,075











25,075Repayments of Second-Lien Facility and other


1,565



(17,111
)


(277
)






(15,823
)Exercise of employee stock purchases


114















114Changes in net equity and advances to / from discontinued
    operations


(5,150
)


(9,031
)


(3,719
)


20,439



2,539Termination payment from derivative counterparty


2,313















2,313Other






(925
)










(925
)Net cash provided by (used in) financing activities


(3,790
)


(24,880
)


(3,996
)


20,439



(12,227
)Effect of exchange rate changes on cash and cash equivalents






1,612



137







1,749Net cash provided by (used in) continuing operations






5,439



(2,469
)






2,970Cash flows from discontinued operations:Net cash used in discontinued operations










(585
)






(585
)Total increase (decrease) in cash and cash equivalents






5,439



(3,054
)






2,385Total cash and cash equivalents beginning of period






6,301



6,200







12,501Total cash and cash equivalents end of period

$



$
11,740


$
3,146


$



$
14,886  F-49




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 YEAR
    ENDED DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedCash flows from continuing operations:Net cash provided by (used in) operating activities

$
9,765


$
31,162


$
4,666


$
(27,203
)

$
18,390Cash flows from investing activities:Capital expenditures






(15,071
)


2,295







(12,776
)Proceeds from sales of assets










500







500Purchase of minority interest










(838
)






(838
)Purchase of outside interest in joint venture










(3,055
)






(3,055
)Other


(253
)


(67
)


(437
)






(757
)Net cash provided by (used in) investing activities


(253
)


(15,138
)


(1,535
)






(16,926
)Cash flows from financing activities:Borrowings under Working Capital Facility






27,751











27,751Repayments under Working Capital Facility






(7,878
)










(7,878
)Repayments of other debt






(23,185
)


396







(22,789
)Changes in net equity and advances to / from discontinued
    operations


(11,939
)


(18,691
)


770



27,203



(2,657
)Other


2,427



(1,369
)










1,058Net cash provided by (used in) financing activities


(9,512
)


(23,372
)


1,166



27,203



(4,515
)Effect of exchange rate changes on cash and cash equivalents






(988
)


(204
)






(1,192
)Net cash provided by (used in) continuing operations






(8,336
)


4,093







(4,243
)Cash flows from discontinued operations:Net cash used in discontinued operations










309







309Total increase (decrease) in cash and cash equivalents






(8,336
)


4,402







(3,934
)Total cash and cash equivalents beginning of period






14,637



1,798







16,435Total cash and cash equivalents end of period

$



$
6,301


$
6,200


$



$
12,501  F-50




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  SuccessorMarch 31,


December 31,2011


2010(Dollars in thousands)(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
26,015


$
22,399Trusteed assets






183,685Accounts receivable, less allowance for doubtful accounts of
    $500 and $400, respectively


72,535



65,641Inventories


88,080



85,440Prepaid expenses and other


13,987



8,581Deferred tax assets


2,644



2,644Total current assets


203,261



368,390Property, plant and equipment, net of accumulated depreciation
    of $5,319 and $1,274, respectively


75,823



75,796Goodwill


167,574



164,678Intangibles, net


153,424



155,036Deferred financing fees


14,271



14,553Other assets


1,512



1,632Total assets

$
615,865


$
780,085LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Senior subordinated notes due 2014

$



$
176,095Current maturities of other long-term obligations


1,944



2,207Accounts payable


35,578



26,976Accrued and other liabilities


40,014



37,995Accrued interest


7,713



9,184Income taxes payable


5,139



4,155Deferred tax liability


6,014



6,014Total current liabilities


96,402



262,626Long-term obligations, less current maturities


264,216



264,564Deferred tax liabilities


74,697



74,832Other long-term liabilities


14,396



14,659Stockholders equity:Common stock, $0.01 par value:Authorized  1,000 sharesIssued and outstanding  1,000 shares at
    March 31, 2011 and at December 31, 2010






Additional paid-in capital


176,166



176,035Accumulated deficit


(14,731
)


(14,680
)Accumulated other comprehensive income


4,719



2,049Total stockholders equity


166,154



163,404Total liabilities and stockholders equity

$
615,865


$
780,085    F-51




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
  Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010(Dollars in thousands)(Unaudited)Net sales

$
116,497



$
96,617Cost of goods sold


83,271




64,577Gross margin


33,226




32,040Selling, general and administrative expenses


24,830




21,422Amortization of intangibles


1,704




677Operating income


6,692




9,941Other income (expenses):Interest, net


(6,297
)



(6,336
)Amortization of deferred financing costs


(371
)



(264
)Income before income tax provision


24




3,341Income tax provision


75




1,045Net income (loss)

$
(51
)


$
2,296    F-52




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010(Dollars in thousands)(Unaudited)Cash flows from (used in) operating activities:Net income (loss)

$
(51
)


$
2,296Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


6,161




3,467Deferred income tax benefit


(1,736
)



(513
)Changes in operating assets and liabilities:Accounts receivable, net


(6,282
)



(5,571
)Inventories


(2,102
)



(885
)Prepaids


(5,392
)



1,687Accounts payable


9,154




19,575Accrued and other liabilities


1,160




(915
)Other, net


(135
)



(510
)Net cash provided by operating activities


777




18,631Cash flows from (used in) investing activities:Capital expenditures


(4,158
)



(1,636
)Other


(92
)



(81
)Net cash used in investing activities


(4,250
)



(1,717
)Cash flows from (used in) financing activities:Use of Trusteed Assets for redemption of Senior Subordinated
    Notes


183,685




Repayment of Senior Subordinated Notes


(176,095
)



Repayments of Working Capital Facility







(9,643
)Repayments of other long-term obligations


(664
)



(72
)Other, net


(89
)



72Net cash provided by (used in) financing activities


6,837




(9,643
)Effect of exchange rate changes on cash and cash equivalents


252




195Total increase in cash and cash equivalents


3,616




7,466Total cash and cash equivalents beginning of period


22,399




14,886Total cash and cash equivalents end of period

$
26,015



$
22,352Income taxes paid

$
916



$
544Interest paid

$
8,824



$
10,210    F-53




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
 (Dollars in thousands, except share data)
  1.
    Organization  ® ® ® ® ® ® ® ®
    2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
       F-54




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Estimates
    Reclassifications:
    Deferred
    Financing Costs
    Product
    Warranty Programs
    Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010Balance at beginning of period

$
3,200



$
2,300Charged to expense


1,615




705Warranty payments


(1,115
)



(605
)Balance at end of period

$
3,700



$
2,400   Fair
    Value
   F-55




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Recent
    Accounting Pronouncements
  Business
    Combinations
      3.
    Inventories    SuccessorMarch 31,


December 31,2011


2010Raw materials and component parts

$
27,924


$
25,075Work-in-process


4,654



3,853Finished goods


56,472



56,51289,050



85,440LIFO reserve


(970
)


$
88,080


$
85,440   last-in, first-in
  4.
    Intangible
    Assets    SuccessorMarch 31,


December 31,2011


2010Goodwill

$
167,574


$
164,678Customer relationships


54,920



54,920Intellectual property bundles


81,660



81,568Trademarks


19,079



19,079323,233



320,245Accumulated amortization of customer relationships and
    intellectual property bundles


(2,235
)


(531
)$
320,998


$
319,714    F-56




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Carrying Amountof GoodwillSuccessor:Balance as of January 1, 2011

$
164,678Foreign currency translation


2,896Balance as of March 31, 2011

$
167,574   5.
    Debt and
    Capital Lease Obligations    SuccessorMarch 31,


December 31,2011


2010Senior Secured Notes due December 15, 2017, 9% interest
    payable semi-annually on June 15 and December 15

$
260,000


$
260,000Senior Subordinated Notes due February 1, 2014,
    91/4%
    interest
    payable semiannually on February 1 and August 1






176,095Capital leases


6,160



6,771266,160



442,866Current maturities


(1,944
)


(178,302
)$
264,216


$
264,564   Senior
    Secured Notes due 2017
     F-57




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
        Senior
    Subordinated Notes due 2014
  1 4
      1 4
  Working
    Capital Facility
     F-58




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      Second
    Lien Facility
    6.
    Comprehensive
    Income    Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010Cumulative foreign currency translation gains (losses), net of
    tax

$
2,666



$
501Pension benefit obligation, net of tax


4




Post-retirement benefit obligations, net of tax







71Comprehensive income (loss)

$
2,670



$
572   7.
    Income
    Taxes     F-59




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  8.
    Contingencies      Israeli v. Thermadyne Holdings
    Corp., et al. 10SL-CC04238, Shivers v. Thermadyne Holdings Corp., et al.
     F-60




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    9.
    Employee
    Benefit Plans    U.S. and Canadian Plans


Australian PlanSuccessor



Predecessor


Successor



PredecessorThree Months



Three Months


Three Months



Three MonthsEnded



Ended


Ended



EndedMarch 31, 2011



March 31, 2010


March 31, 2011



March 31, 2010Components of the net periodic benefit cost:Service Cost

$
45



$
45


$
292



$
191Interest Cost


283




302



527




325Expected return on plan assets


(324
)



(279
)


(480
)



(299
)Recognized (gain) loss







149








49Net periodic benefit cost

$
4



$
217


$
339



$
266   10.
    Segment
    Information    Geographic
    Information
    Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010Net Sales:Americas

$
77,259



$
63,271Asia-Pacific


29,429




25,342Europe/Middle East


9,809




8,003Total

$
116,497



$
96,617    F-61




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    SuccessorMarch 31,


December 31,2011


2010Identifiable Assets (excluding working capital and intangibles):Americas

$
69,318


$
69,696Asia-Pacific


19,773



19,930Europe/Middle East


2,101



1,940$
91,192


$
91,566   Product
    Line Information
    Successor



PredecessorThree Months



Three MonthsEnded



EndedMarch 31, 2011



March 31, 2010Gas equipment

$
42,639



$
34,836Filler metals including hardfacing


22,758




21,288Arc accessories including torches, relatedconsumable parts and accessories


20,735




15,758Plasma power supplies, torches and relatedconsumable parts


20,203




15,234Welding equipment


10,162




9,501$
116,497



$
96,617   11.
    Relationships
    and Transactions  Relationship
    with Irving Place Capital
      Management
    Services Agreement
   F-62




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    dollar-for-dollar
  Thermadyne
    Technologies Holdings Inc. (Technologies)
      12.
    Subsequent
    Events    13.
    Condensed
    Consolidating Financial Statements and Thermadyne Holdings
    Corporation (Parent) Financial Information    1 4 Rule 3-10 Regulation S-X.
 F-63




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 MARCH 31,
    2011
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Unaudited)(Dollars in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
18,413


$
7,602


$



$
26,015Accounts receivable, net






60,626



11,909







72,535Inventories






76,056



12,024







88,080Prepaid expenses and other






9,741



4,246







13,987Deferred tax assets






2,644











2,644Total current assets






167,480



35,781







203,261Property, plant and equipment, net






61,390



14,433







75,823Deferred financing fees






14,271











14,271Other assets






1,512











1,512Goodwill






167,574











167,574Intangibles, net






153,424











153,424Investment in and advances to subsidiaries


166,154



79,232







(245,386
)


Total assets

$
166,154


$
644,883


$
50,214


$
(245,386
)

$
615,865LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Current maturities of long-term obligations

$



$
1,454


$
490


$



$
1,944Accounts payable






28,748



6,830







35,578Accrued and other liabilities






34,150



5,864







40,014Accrued interest






7,713











7,713Income taxes payable






3,950



1,189







5,139Deferred tax liability






6,014











6,014Total current liabilities






82,029



14,373







96,402Long-term obligations, less current maturities






263,484



732







264,216Deferred tax liabilities






74,697











74,697Other long-term liabilities






12,841



1,555







14,396Net equity (deficit) and advances to / from subsidiaries






198,749



30,756



(229,505
)


Stockholders equity (deficit):Common stock


















Additional
    paid-in-capital


176,166















176,166Accumulated deficit


(14,731
)


10,416



631



(11,047
)


(14,731
)Accumulated other comprehensive income (loss)


4,719



2,667



2,167



(4,834
)


4,719Total stockholders equity (deficit)


166,154



13,083



2,798



(15,881
)


166,154Total liabilities and stockholders equity (deficit)

$
166,154


$
644,883


$
50,214


$
(245,386
)

$
615,865  F-64




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 DECEMBER
    31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Dollars in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$



$
18,692


$
3,707


$



$
22,399Trusteed assets


183,685















183,685Accounts receivable, net






53,399



12,242







65,641Inventories






75,391



10,049







85,440Prepaid expenses and other


725



4,912



2,944







8,581Deferred tax assets






2,644











2,644Total current assets


184,410



155,038



28,942







368,390Property, plant and equipment, net






70,584



5,212







75,796Deferred financing fees






14,553











14,553Other assets






1,632











1,632Goodwill






164,678











164,678Intangibles, net






155,036











155,036Investment in and advances to subsidiaries


163,876



79,232







(243,108
)


Total assets

$
348,286


$
640,753


$
34,154


$
(243,108
)

$
780,085LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Senior subordinated notes due 2014

$
176,095


$



$



$



$
176,095Current maturities of long-term obligations






2,006



201







2,207Accounts payable






22,137



4,839







26,976Accrued and other liabilities






33,162



4,833







37,995Accrued interest


8,062



1,122











9,184Income taxes payable






3,722



433







4,155Deferred tax liability






6,014











6,014Total current liabilities


184,157



68,163



10,306







262,626Long-term obligations, less current maturities






264,238



326







264,564Deferred tax liabilities






74,832











74,832Other long-term liabilities






13,551



1,108







14,659Net equity (deficit) and advances to / from subsidiaries


725



210,319



3,291



(214,335
)


Stockholders equity (deficit):Common stock


















Additional
    paid-in-capital


176,035















176,035Accumulated deficit


(14,680
)


(12,968
)


(661
)


13,629



(14,680
)Accumulated other comprehensive income (loss)


2,049



22,618



19,784



(42,402
)


2,049Total stockholders equity (deficit)


163,404



9,650



19,123



(28,773
)


163,404Total liabilities and stockholders equity (deficit)

$
348,286


$
640,753


$
34,154


$
(243,108
)

$
780,085  F-65




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 THREE
    MONTHS ENDED MARCH 31, 2011
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Unaudited)(Dollars in thousands)Net sales

$



$
119,606


$
21,434


$
(24,543
)

$
116,497Cost of goods sold






88,028



16,805



(21,562
)


83,271Gross margin






31,578



4,629



(2,981
)


33,226Selling, general and administrative expenses






22,076



2,754







24,830Amortization of intangibles






1,704











1,704Operating income (loss)






7,798



1,875



(2,981
)


6,692Other income (expense):Interest, net


484



(6,746
)


(35
)






(6,297
)Amortization of deferred financing costs






(371
)










(371
)Equity in net income (loss) of subsidiaries


(535
)










535



Income (loss) before income tax provision


(51
)


681



1,840



(2,446
)


24Income tax provision






(473
)


548







75Net income (loss)

$
(51
)

$
1,154


$
1,292


$
(2,446
)

$
(51
)  F-66




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS
 THREE
    MONTHS ENDED MARCH 31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Unaudited)(Dollars in thousands)Net sales

$



$
106,219


$
8,961


$
(18,563
)

$
96,617Cost of goods sold






76,473



6,441



(18,337
)


64,577Gross margin






29,746



2,520



(226
)


32,040Selling, general and administrative expenses


17



19,361



2,044







21,422Amortization of intangibles






677











677Operating income (loss)


(17
)


9,708



476



(226
)


9,941Other income (expense):Interest, net


(4,902
)


(1,399
)


(35
)






(6,336
)Amortization of deferred financing costs


(124
)


(140
)










(264
)Equity in net income (loss) of subsidiaries


7,339











(7,339
)


Income (loss) before income tax provision


2,296



8,169



441



(7,565
)


3,341Income tax provision






831



214







1,045Net income (loss)

$
2,296


$
7,338


$
227


$
(7,565
)

$
2,296  F-67




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 THREE
    MONTHS ENDED MARCH 31, 2011
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Unaudited)(Dollars in thousands)Cash flows from operations:Net cash provided by (used in) operating activities

$
(7,257
)

$
6,890


$
3,590


$
(2,446
)

$
777Cash flows from investing activities:Capital expenditures






(2,610
)


(1,548
)






(4,158
)Other






(92
)










(92
)Net cash provided by (used in) investing activities






(2,702
)


(1,548
)






(4,250
)Cash flows from financing activities:Repayments of other long-term obligations






(1,306
)


642







(664
)Repayment of Senior Subordinated Notes


(176,095
)














(176,095
)Use of Trusteed Assets for redemption of Senior Subordinated
    Notes


183,685















183,685Changes in net equity


(333
)


(3,177
)


1,064



2,446



Other






(89
)










(89
)Net cash provided by (used in) financing activities


7,257



(4,572
)


1,706



2,446



6,837Effect of exchange rate changes on cash and cash equivalents






105



147







252Net cash provided by (used in) continuing operations






(279
)


3,895







3,616Total increase (decrease) in cash and cash equivalents






(279
)


3,895







3,616Total cash and cash equivalents beginning of period






18,692



3,707







22,399Total cash and cash equivalents end of period

$



$
18,413


$
7,602


$



$
26,015  F-68




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS
 THREE
    MONTHS ENDED MARCH 31, 2010
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


Consolidated(Unaudited)(Dollars in thousands)Cash flows from operations:Net cash provided by (used in) operating activities

$
(1,903
)

$
25,587


$
2,529


$
(7,565
)

$
18,648Cash flows from investing activities:Capital expenditures






(1,662
)


26







(1,636
)Other










(81
)






(81
)Net cash provided by (used in) investing activities






(1,662
)


(55
)






(1,717
)Cash flows from financing activities:Repayments under Working Capital Facility






(9,643
)










(9,643
)Repayments of other long-term obligations






(54
)


(18
)






(72
)Exercise of employee stock purchases


20















20Changes in net equity and advances to / from discontinued
    operations


1,883



(7,748
)


(1,700
)


7,565



Other






35











35Net cash provided by (used in) financing activities


1,903



(17,410
)


(1,718
)


7,565



(9,660
)Effect of exchange rate changes on cash and cash equivalents






237



(42
)






195Total increase (decrease) in cash and cash equivalents






6,752



714







7,466Total cash and cash equivalents beginning of period






11,740



3,146







14,886Total cash and cash equivalents end of period

$



$
18,492


$
3,860


$



$
22,352    F-69




---



##### Table of Contents



Offer to Exchange
  $260,000,000 Senior Secured
    Notes due 2017
  For
  $260,000,000 Senior Secured
    Notes due 2017 registered under the
 Securities Act of 1933, as
    amended
  PROSPECTUS
   Until          ,
    2011, all dealers that effect transactions in these securities,
    whether or not participating in the exchange offer, may be
    required to deliver a prospectus. This is in addition to the
    dealers obligation to deliver a prospectus when acting as
    underwriters with respect to their unsold allotments or
    subscriptions.




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers.  Thermadyne
    Holdings Corporation and its Domestic Guarantor
    Subsidiaries
             II-1




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##### Table of Contents



Thermadyne
    Australia Pty Ltd and Cigweld Pty Ltd (the Australian
    Subsidiaries)
    
    any liability incurred by the Party in his or her capacity as an
    officer of the company (except a liability for legal costs);
    legal costs incurred in defending or resisting (or otherwise in
    connection with) proceedings, whether civil or criminal or of an
    administrative or investigatory nature, in which the person
    becomes involved because of his or her capacity as an officer of
    the company; and
    legal costs incurred in good faith in obtaining legal advice on
    issues relevant to the performance of his or her functions and
    discharge of his or her duties as an officer of the company, or
    a subsidiary of the company, if that expenditure has been
    approved in accordance with the companys policy,    Corporations Act
  
    exempt a person (directly or indirectly) from a liability to the
    company incurred as an officer of the company;
    in relation to a liability (other than a liability for legal
    costs), indemnify a person (by agreement or by making a payment,
    whether directly or indirectly) against a liability: owed to the
    company or one of its related body corporate; for a pecuniary
    penalty order under section 1317G of the Corporations Act
    or a compensation order under section 1317H; or which
    arises as a result of conduct of that person which was not in
    good faith; and
    in relation to a liability for legal costs, indemnify a person
    (by agreement or by making a payment, whether directly or
    indirectly) against legal costs incurred in defending an action
    for a liability incurred as an officer of the company if those
    legal costs are incurred: in defending or resisting proceedings
    in which the person is found to have a liability for which the
    Corporations Act states no indemnity may be provided; in
    defending or resisting criminal proceedings in which the person
    is found guilty; in defending or resisting proceedings brought
    by ASIC or a liquidator for a court order if the grounds for
    making the order are found by the court to have been
    established; or in connection with proceedings for relief to the
    person under the Corporations Act in which the court denies the
    relief.      
    the company is forbidden by law to pay, or agree to pay, the
    premium; or
    the contract would, if the company paid the premium, be made
    void by law. II-2




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##### Table of Contents




    conduct involving a wilful breach of duty in relation to the
    company; or
    improper use of information or position to gain personal
    advantage for himself or herself or someone else, or cause
    detriment to the company.    Item 21.
    Exhibits
    and Financial Statement Schedules.  Exhibits.
  Item 22.
    Undertakings.            bona fide
     II-3




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##### Table of Contents



II-4




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##### Table of Contents



SIGNATURES
 
   
  THERMADYNE HOLDINGS CORPORATION
  By:
    *   Title:
    Executive Vice President, Chief Financial and Administrative
    Officer    
 Signature

Title

Date*Martin
    Quinn

President and Chief Executive Officer (Principal Executive
    Officer)
    and Director

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Financial and Administrative
    Officer (Principal Financial Officer and Principal Accounting
    Officer)

July 1, 2011*James
    O. Egan

Director

July 1, 2011*Douglas
    R. Korn

Director

July 1, 2011*Michael
    A. McLain

Director and Chairman of the Board

July 1, 2011*Joshua
    H. Neuman

Director

July 1, 2011C.
    Thomas OGrady

DirectorEric
    K. Schwalm

Director*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-5




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##### Table of Contents



SIGNATURES
 
   
  CIGWELD PTY LTD.
  By:
    *   Title:
    Director    
 Signature

Title

Date*Steven
    A. Schumm

Director (Principal Financial Officer and Principal Accounting
    Officer) and Authorized Representative in the United States

July 1, 2011*Graeme
    Williams

Director (Principal Executive Officer)

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-6




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##### Table of Contents



SIGNATURES
 
   
  STOODY COMPANY
  By:
    *   Title:
    Executive Vice President,
    Chief Administrative Officer and
    Chief Financial Officer    
 Signature

Title

Date*Martin
    Quinn

President (Principal Executive Officer)

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Administrative Officer, Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer) and Director

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-7




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##### Table of Contents



SIGNATURES
 
   
  THERMADYNE AUSTRALIA PTY LTD.
  By:
    *   Title:
    Director    
 Signature

Title

Date*Steven
    A. Schumm

Director (Principal Financial Officer and Principal Accounting
    Officer) and Authorized Representative in the United States

July 1, 2011*Graeme
    Williams

Director (Principal Executive Officer)

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-8




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##### Table of Contents



SIGNATURES
 
   
  THERMADYNE INDUSTRIES, INC.
  By:
    *   Title:
    Executive Vice President, Chief      
 Signature

Title

Date*Martin
    Quinn

President (Principal Executive Officer)

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Administrative Officer, Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer) and Director

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-9




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##### Table of Contents



SIGNATURES
 
   
  THERMADYNE INTERNATIONAL CORP.
  By:
    *   Title:
    Executive Vice President, Chief      
 Signature

Title

Date*Martin
    Quinn

President (Principal Executive Officer)

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Administrative Officer, Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer) and Director

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-10




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##### Table of Contents



SIGNATURES
 
   
  THERMAL DYNAMICS CORPORATION
  
   Title:
    Executive Vice President, Chief      
 Signature

Title

Date*Martin
    Quinn

President (Principal Executive Officer)

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Administrative Officer, Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer) and Director

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-11




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##### Table of Contents



SIGNATURES
 
   
  VICTOR EQUIPMENT COMPANY
  
   Title:
    Executive Vice President, Chief      
 Signature

Title

Date*Martin
    Quinn

President (Principal Executive Officer)

July 1, 2011*Steven
    A. Schumm

Executive Vice President, Chief Administrative Officer, Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer) and Director

July 1, 2011*By:

/s/  Nick
    H. VarsamNick
    H. Varsam as attorney-in-fact
    pursuant to authority granted by
    powers of attorney, copies of
    which have been previously filed  
 II-12




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description of Exhibit*2
.1

Agreement and Plan of Merger, dated as of October 5, 2010, by
    and among Razor Holdco Inc., Razor Merger Sub Inc. and
    Thermadyne Holdings Corporation*3
.1

Fourth Amended and Restated Certificate of Incorporation of
    Thermadyne Holdings Corporation*3
.2

Amended and Restated By-Laws of Thermadyne Holdings Corporation*3
.3

Certificate of Registration on Change of Name of Cigweld Pty Ltd.*3
.4

Constitution of Cigweld Pty Ltd.*3
.5

Amended and Restated Certificate of Incorporation of Stoody
    Company*3
.6

Amended and Restated Bylaws of Stoody Company*3
.7

Certificate of Registration of Thermadyne Australia Pty Ltd.*3
.8

Constitution of Thermadyne Australia Pty Ltd.*3
.9

Amended and Restated Certificate of Incorporation of Thermadyne
    Industries, Inc.*3
.10

Amended and Restated Bylaws of Thermadyne Industries, Inc.*3
.11

Amended and Restated Certificate of Incorporation of Thermadyne
    International Corp.*3
.12

Amended and Restated Bylaws of Thermadyne International Corp.*3
.13

Amended and Restated Certificate of Incorporation of Thermal
    Dynamics Corporation*3
.14

Amended and Restated Bylaws of Thermal Dynamics Corporation*3
.15

Amended and Restated Certificate of Incorporation of Victor
    Equipment Company*3
.16

Amended and Restated Bylaws of Victor Equipment Company*4
.1

Indenture, dated as of December 3, 2010, among Thermadyne
    Holdings Corporation, the guarantors thereto and U.S. Bank
    National Association, as trustee and collateral trustee (the
    Indenture)*4
.2

Registration Rights Agreement, dated as of December 3, 2010,
    among Thermadyne Holdings Corporation, the guarantors named
    therein, Jefferies & Company, Inc. and RBC Capital Markets,
    LLC*4
.3

Fourth Amended and Restated Credit Agreement, dated as of
    December 3, 2010, among Razor Merger Sub Inc., Thermadyne
    Holdings Corporation, Thermadyne Industries, Inc., Victor
    Equipment Company, Thermadyne International Corp., Thermal
    Dynamics Corporation and Stoody Company, as borrowers,
    Thermadyne Holdings Corporation, as the borrower representative,
    the other parties designated therein as credit parties, General
    Electric Capital Corporation as a lender, swingline lender and
    agent for all lenders and the other financial institutions party
    thereto as lenders*4
.4

Intercreditor Agreement, dated as of December 3, 2010, among
    General Electric Capital Corporation, as ABL Agent, and U.S.
    Bank National Association, as Collateral Trustee5
.1

Opinion of Bryan Cave LLP5
.2

Opinion of Clayton Utz*10
.1

Lease Agreement, dated as of October 10, 1990, by and among
    Stoody Deloro Stellite, Bowling Green-Warren County Industrial
    Park Authority, Inc., Thermadyne Industries, Inc. and Thermadyne
    Holdings Corporation*10
.2

First Amendment to Lease Agreement, dated as of June 1991, by
    and among Stoody Deloro Stellite, Bowling Green-Warren County
    Industrial Park Authority, Inc., Thermadyne Industries, Inc. and
    Thermadyne Holdings Corporation*10
.3

Second Amendment to Lease Agreement, dated as of December 2,
    1996, by and among Stoody Deloro Stellite, Bowling Green-Warren
    County Industrial Park Authority, Inc., Thermadyne Industries,
    Inc. and Thermadyne Holdings Corporation*10
.4

Third Amendment to Lease Agreement, dated as of October 20,
    2001, by and among Bowling Green Area Economic Development
    Authority, Inc. (previously known as the Bowling Green-Warren
    County Industrial Park Authority, Inc.), Stoody Company, Inc.,
    Thermadyne Industries, Inc. and Thermadyne Holdings Corporation*10
.5

Lease Modification and Extension Agreement, effective as of
    October 1, 2009, by and among the Bowling Green Area Economic
    Development Authority, Inc. (successor by merger to Bowling
    Green-Warren County Industrial Park Authority, Inc.), Stoody
    Company (f/k/a Stoody Deloro Stellite), Thermadyne Industries,
    Inc. and Thermadyne Holdings Corporation




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##### Table of Contents



ExhibitNumber

Description of Exhibit*10
.6

Lease Agreement, dated as of September 22, 2003, between
    Alliance Gateway No. 58, Ltd. and Victor Equipment Company*10
.7

First Amendment to Lease, effective May 1, 2004, between
    Alliance Gateway No. 58, Ltd. and Victor Equipment Company*10
.8

Second Amendment to Lease, effective March 1, 2005, between
    Alliance Gateway No. 58, Ltd. and Victor Equipment Company*10
.9

Lease Agreement, dated as of January 19, 2005, between Ningbo
    Longxing Group Co., Ltd. and Ningbo Fulida Gas Equipment Co. Ltd.*10
.10

Lease Agreement, dated as of December 28, 2004, between Ningbo
    Longxing Group Co., Ltd. and Thermadyne (Ningbo) Cutting and
    Welding Equipment Manufacturing Company Ltd.*10
.11

Industrial Real Property Lease, dated as of June 6, 1988,
    between National Warehouse Investment Company and Victor
    Equipment Company*10
.12

First Amendment to Amended and Restated Industrial Real Property
    Lease, dated as of August 1, 2007, between 2800 Airport Road
    Limited Partnership (successor in interest to National Warehouse
    Investment Company) and Victor Equipment Company*10
.13

Letter of Extension of Lease, dated as of September 26, 2002,
    between First Industrial Realty Trust, Inc. (successor in
    interest to National Warehouse Investment Company) and Victor
    Equipment Company*10
.14

Amended and Restated Industrial Real Property Lease, dated as of
    August 11, 1988, between National Warehouse Investment Company
    and Thermal Dynamics Corporation*10
.15

First Amendment to Amended and Restated Industrial Real Property
    Lease, dated as of January 20, 1989, between National Warehouse
    Investment Company and Thermal Dynamics Corporation*10
.16

Second Amendment to Amended and Restated Industrial Real
    Property Lease, dated as of August 1, 2007, between Benning
    Street, LLC (successor in interest to National Warehouse
    Investment Company) and Thermal Dynamics Corporation*10
.17

Industrial Real Property Lease, dated as of August 11, 1988,
    between Holman/Shidler Investment Corporation and Palco Welding
    Products of Canada, Ltd.*10
.18

Amending Agreement, dated as of March 18, 2003, by and among
    Holman/Shidler Investment Corporation, Thermadyne Welding
    Products Canada, Limited and Thermadyne Holdings Corporation*10
.19

Amending Agreement, dated as of October 25, 2007, by and among
    Holman/Shidler Investment Corporation, Thermadyne Welding
    Products Canada, Limited and Thermadyne Holdings Corporation*10
.20

Lease Amending Agreement, dated as of January 4, 2010, by and
    among Holman/Shidler Investment Corporation, Thermadyne Welding
    Products Canada, Limited and Thermadyne Holdings Corporation*10
.21

Lease Agreement, dated as of October 13, 2008, between Banco
    J.P. Morgan, S.A., Institución de Banca Multiple,
    J.P. Morgan Grupo Financiero, Division Fiduciaria and
    Victor Equipment de Mexico S.A. de C.V.*10
.22

Change of Lessor, dated as of October 14, 2009 , between The
    Bank of New York Mellon S.A. Institution de Banca Multiple and
    Victor Equipment de Mexico S.A. de C.V.*10
.23

Agreement for Lease, dated in 2000, between Michael Ferraro and
    Comweld Group Pty Ltd.*10
.24

Deed of Extension of Lease, dated in 2010, between Melbourne
    Property Developers Pty Ltd and Cigweld Pty. Ltd.*10
.25

Amended and Restated Executive Employment Agreement, dated as of
    August 17, 2009, between Thermadyne Holdings Corporation and
    Martin Quinn*10
.26

Amendment to Amended and Restated Executive Employment
    Agreement, dated as of December 3, 2010, between Thermadyne
    Holdings Corporation and Martin Quinn*10
.27

Third Amended and Restated Executive Employment Agreement, dated
    as of August 17, 2009, between Thermadyne Holdings Corporation
    and Terry Downes*10
.28

Amendment to Third Amended and Restated Executive Employment
    Agreement, dated as of December 3, 2010, between Thermadyne
    Holdings Corporation and Terry Downes*10
.29

Executive Employment Agreement, dated as of August 7, 2006,
    between Thermadyne Holdings Corporation and Steven A. Schumm




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##### Table of Contents



ExhibitNumber

Description of Exhibit*10
.30

Amendment regarding IRC Section 409A to Executive Employment
    Agreement, dated as of December 31, 2008, between
    Thermadyne Holdings Corporation and Steven A. Schumm*10
.31

Amendment to Executive Employment Agreement, dated as of
    December 3, 2010, between Thermadyne Holdings Corporation and
    Steven A. Schumm*10
.32

Executive Employment Agreement, dated as of July 12, 2007,
    between Thermadyne Holdings Corporation and Terry A. Moody*10
.33

Amendment regarding IRC Section 409A to Executive Employment
    Agreement, dated as of December 31, 2008, between
    Thermadyne Holdings Corporation and Terry A. Moody*10
.34

Amendment to Executive Employment Agreement, dated as of
    December 3, 2010, between Thermadyne Holdings Corporation and
    Terry A. Moody*10
.35

Executive Employment Agreement, dated as of July 14, 2009,
    between Thermadyne Holdings Corporation and Nick Varsam*10
.36

Form of Retention Bonus Agreement*10
.37

Stockholders Agreement, dated as of December 3, 2010, by
    and among Thermadyne Technologies Holdings, Inc. and the holders
    that are party thereto*10
.38

Thermadyne Technologies Holdings, Inc. 2010 Equity Incentive
    Plan, dated as of December 2, 2010*10
.39

Form of Nonqualified Stock Option Award Agreement*10
.40

Form of Indemnification Agreement between Thermadyne
    Technologies Holdings, Inc. and the directors and officers of
    the registrant*10
.41

Management Services Agreement, dated as of December 3,
    2010, between Irving Place Capital Management, L.P. and
    Thermadyne Holdings Corporation*10
.42

Consulting Agreement, dated as of December 3, 2010, by and
    among Razor Merger Sub Inc., Michael McLain, James Floyd, Rahul
    Kapur, Gary Warren and John Magliana*10
.43

Separation Agreement and General Release, dated as of
    May 10, 2011, by and among Terry Downes, Thermadyne
    Holdings Corporation, Thermadyne Technologies Holdings, Inc. and
    each of its subsidiaries, divisions and affiliates*12


Statement re Computation of Ratio of Earnings to Fixed Charges*21


Subsidiaries of Thermadyne Holdings Corporation23
.1

Consent of KPMG LLP23
.2

Consent of Bryan Cave LLP (included in Exhibit 5.1)23
.3

Consent of Clayton Utz (included in Exhibit 5.2)*24


Power of Attorney (included under Signatures)*25


Form T-1 Statement of Eligibility under the Trust Indenture Act
    of 1939 of U.S. Bank National Association with respect to the
    Indenture*99
.1

Form of Letter of Transmittal*99
.2

Form of Notice of Guaranteed Delivery*99
.3

Form of Letter to Brokers and Dealers*99
.4

Form of Letter to Clients*


Previously filed.