##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-13023
 Thermadyne Holdings
    Corporation
 (Exact name of Registrant as
    Specified in its Charter)
  Delaware

74-2482571(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)16052 Swingley Ridge Road, Suite 300
    Chesterfield, Missouri(Address of Principal
    Executive Offices)

63017(ZIP Code)   Registrants telephone number, including area code:
 (636) 728-3000
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o     Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### Table of Contents





CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
  Form 10-K Form 10-K:
                                    2




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##### 



TABLE OF
    CONTENTS
   
 PART IItem 1.


Business


4Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


17Item 2.


Properties


17Item 3.


Legal Proceedings


18Item 4.


(Removed and Reserved)


19PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19Item 6.


Selected Financial Data


21Item 7.


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


22Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


32Item 8.


Financial Statements and Supplementary Data


33Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


33Item 9A.


Controls and Procedures


33Item 9B.


Other Information


35PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


35Item 11.


Executive Compensation


35Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


35Item 13.


Certain Relationships, Related Transactions, and
    Director Independence


36Item 14.


Principal Accounting Fees and Services


36PART IVItem 15.


Exhibits, Financial Statement Schedules


37SIGNATURES


78EX-4.8EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   3




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PART I  Item 1.
    Business  Introduction
    Form 10-K,
  Principal
    Products
    2009

2008

2007Gas equipment


35
%


37
%


37
%Filler metals


23
%


19
%


18
%Arc accessories


17
%


19
%


21
%Plasma power supplies, torches and related consumable parts


15
%


15
%


14
%Welding equipment


10
%


10
%


10
%   Gas
    Equipment
  ® ® ® ®
  Filler
    Metals
   4




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®
  Arc
    Accessories
  ® ®
  Plasma
    Cutting Equipment
  ®
  Welding
    Equipment
  ® ® ®
 5




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Customers
    Segment Information
    International
    Business
    Sales and
    Marketing
        Raw
    Materials
   6




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Research,
    Development and Technical Support
    Competition
        Employees
   7




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Patents,
    Licenses and Trademarks
    Recent
    Developments
        Executive
    Officers of the Registrant
    Name

Age

Position(s)Martin Quinn


53


PresidentTerry Downes


42


Executive Vice President  Chief Operating OfficerTerry A. Moody


47


Executive Vice President  Global OperationsSteven A. Schumm


57


Executive Vice President  Chief Financial and
    Administrative Officer   Martin Quinn

Mr. Quinn was elected President in August 2009.  From April 2005
    to August 2009, he served as Executive Vice President of Global
    Sales. From 1999 to March 2005, Mr. Quinn served as Vice
    President Marketing and Sales  Asia Pacific. Prior to
    that, he was Managing Director  Asia. He has over
    25 years experience with Thermadyne.Terry Downes

Mr. Downes joined Thermadyne in June 2003 as Director of Market
    Integration and in April 2004 was promoted to Executive Vice
    President Global Corporate Development. He was elected Executive
    Vice President  Chief Operating Officer in August
    2009.  He has over 16 years of international business
    development experience with primary focus in the manufacturing
    sector. He was previously employed by Novar PLC and Redland PLC. 8




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Terry A. Moody

Mr. Moody joined Thermadyne in August 2007 as Executive Vice
    President of Global Operations.  He was formerly employed for
    21/2
    years, by Videocon Industries, a privately held manufacturer of
    high end digital products, where he served as the Chief
    Operating Officer and Senior Vice President of Americas and
    Europe.  Prior to Videocon, he was employed for 11 years
    with Thomson S.A., the French Consumer Electronics Company,
    where he served the last 3 years of his employment as
    General Manager and Vice President of Americas Displays.Steven A. Schumm

Mr. Schumm, CPA, joined Thermadyne in August 2006 as the
    Executive Vice President, Chief Financial Officer and Chief
    Administrative Officer, after serving as a consultant for the
    Company since April 2006. He has over 30 years of
    accounting and financial experience. He was previously employed
    for one year as Chief Financial Officer of LaQuinta Corporation,
    a publicly traded limited service hotel owner and operator,
    prior to its purchase by Blackstone Group.  He served for seven
    years as Chief Administrative Officer and interim Chief
    Financial Officer of Charter Communications, a publicly traded
    cable service provider, and for 25 years, including
    15 years as a partner, with the independent public
    accounting firm, Ernst & Young LLP.   Internet
    Information
  Form 10-K, Form 10-Q, Form 8-K www.thermadyne.com
  Item 1A.
    Risk
    Factors  Form 10-K
    Our
    business is cyclical and is affected by global economic
    conditions, particularly those affecting steel construction and
    fabrication-related 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.
     9




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Our
    future operating results may be adversely affected by
    fluctuations in the prices and availability of raw
    materials.
      Our
    international sales and operations face special risks and are
    subject to various operational and financial developments and
    restrictions that may adversely impact our sales and
    earnings.
    
    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;
    governmental expropriation;
    domestic and foreign customs, tariffs and taxes;
    current and changing regulatory environments;
    difficulty in obtaining distribution support; 10




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
    difficulty in staffing and managing widespread operations;
    differences in the availability and terms of financing; and
    political instability and unrest.        We are
    subject to currency fluctuations and face risks arising from the
    imposition of exchange controls and currency
    devaluations.
        Sales
    of our common stock may result in a change of
    control under the Indenture, in which case, we may be
    required to repurchase the Senior Subordinated Notes, which
    would have a material adverse effect on the
    Company.
    
    any person, as such term is used in Sections 13(d) and
    14(d) of the Securities Exchange Act of 1934, other than Angelo,
    Gordon & Co., L.P. and its affiliates, is or becomes
    the direct or indirect beneficial owner of 11




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more than 35% of the total voting power of our capital stock
    then outstanding and entitled to vote in the election of our
    directors, and Angelo, Gordon & Co., L.P. beneficially
    owns a lesser percentage of the total voting power of our voting
    capital stock than the acquiring person and does not have the
    right or ability by voting power, contract or otherwise, to
    elect or designate for election a majority of our board of
    directors;  
    individuals who constitute our Board of Directors cease for any
    reason to constitute a majority of the Board of Directors then
    in office;
    the Company adopts a plan of liquidation or dissolution; or
    the Company merges or consolidates with or into another person
    or sells all or substantially all its assets, except
    (A) where the survivor or transferee is controlled by
    Angelo, Gordon & Co., L.P. or (B) for a
    transaction following which (i) in the case of a merger or
    consolidation, holders of securities that represented 100% of
    the Companys voting capital stock immediately prior to the
    transaction (or other securities into which such securities are
    converted as part of the transaction) own directly or indirectly
    at least a majority of the voting power of the voting capital
    stock of the surviving person immediately after such transaction
    and (ii) in the case of a sale of assets transaction, each
    transferee becomes an obligor in respect of the Senior
    Subordinated Notes and a subsidiary of the transferor of such
    assets.      Sales
    of our common stock may result in a change of
    control under our credit facility agreements, which
    constitutes an event of default under the agreements, could
    result in the acceleration of our debt obligations under those
    agreements and, absent a waiver of this default, would have a
    material adverse effect on the Company.
    
    any person or group of persons, within the meaning of the
    Securities Exchange Act of 1934, other than Angelo,
    Gordon & Co., L.P. or the holders of our Senior
    Subordinated Notes acquires beneficial ownership of 30% or more
    of our issued and outstanding shares of stock;
    during any period of 12 consecutive calendar months, individuals
    who at the beginning of the period constituted our board of
    directors, together with any new directors elected or nominated
    for election by a vote of at least two-thirds of the directors
    then still in office who either were directors at the beginning
    of the period or whose election or nomination for election was
    previously so approved, cease for any reason other than death or
    disability to constitute a majority of the directors then in
    office; or
    a change of control as defined in the Indenture for
    our Senior Subordinated Notes.   12




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The
    sale of shares by our principal stockholder or a combination of
    other stockholders may limit our ability to use net operating
    loss carryforwards to offset future taxable income for federal
    and state income tax purposes, which could have a material
    adverse effect on our cash flow and results of
    operations.
          We
    rely in large part on independent distributors for sales of our
    products and the continued consolidation of distributors and
    loss of key distributors could materially harm our
    business.
   13




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Our
    business is highly competitive, and increased competition could
    reduce our sales, earnings and profitability.
      We may
    not be able to successfully implement our cost-reduction
    initiatives, which may limit our competitiveness and
    profitability.
    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.
     14




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If our
    consolidated indebtedness increases or EBITDA decreases, our
    interest cost under our Senior Subordinated Notes may increase,
    which would negatively impact our results.
    We are
    subject to risks caused by changes in interest
    rates.
    If we
    fail to comply with the financial covenants in our debt
    instruments, our ability to obtain financing and make payments
    under our debt instruments may be adversely
    impacted.
    The
    Company is subject to risks caused by disruptions in the credit
    markets.
      The
    actual or anticipated sale of shares of our common stock may
    cause the market price of our common stock to decline. During
    2008, the Company registered 4,496,555 shares of our common
    stock on behalf of our principal stockholder, and
    1,500,000 shares of our common stock for future offer and
    sale by the Company.
   15




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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.
   16




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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.
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     17




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Location of Facility

Building Space/Number of BuildingsWest Lebanon, New Hampshire

153,000 sq. ft./5 buildings (office, manufacturing,
    sales training)Denton, Texas

238,960 sq. ft./4 buildings (office, manufacturing,
    storage, sales training center)Roanoke, Texas

278,543 sq. ft. / 1 building (manufacturing, warehouse)Hermosillo, Sonora, Mexico

178,013 sq. ft. / 1 building (office, manufacturing)Oakville, Ontario, Canada

48,710 sq. ft./1 building (office, warehouse)Cigweld Malaysia/Selangor, Malaysia

127,575 sq. ft./1 building (office, warehouse)Melbourne, Australia

273,425 sq. ft./2 buildings (office, manufacturing,
    warehouse)Kuala Lumpur, Malaysia

60,000 sq. ft./1 building (office, manufacturing)Bowling Green, Kentucky

188,000 sq. ft./1 building (office, manufacturing,
    warehouse)Milan, Italy

32,000 sq. ft./3 buildings (office, manufacturing,
    warehouse)Chino, California

30,880 sq. ft./1 building (warehouse)Ningbo, China

44,187 sq. ft. /1 buildings (office, manufacturing,
    warehouse)     Item 3.
    Legal
    Proceedings         18




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Item 4.
    (Removed
    and Reserved). PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Sales Prices ($)High

Low2008First Quarter

$
11.50


$
7.75Second Quarter


18.20



8.63Third Quarter


22.74



14.00Fourth Quarter


17.21



5.402009First Quarter

$
8.16


$
1.25Second Quarter


4.81



2.04Third Quarter


6.98



3.22Fourth Quarter


7.47



5.88      19




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Performance
    Graph
    
  Value of
    $100 Invested
  12/31/2004

12/31/2005

12/31/2006

12/31/2007

12/31/2008

12/31/2009Russell 2000


100.00



103.32



120.89



117.57



76.65



95.98S&P 500


100.00



103.00



117.03



121.16



74.53



92.01Thermadyne Holdings Corporation


100.00



101.14



75.29



87.45



52.24



55.29  20




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Item 6.
    Selected
    Financial Data    For the Years Ended December 31,2009


2008


2007


2006


2005Operating Results Data:Net sales

$
347.7


$
516.9


$
494.0


$
445.7


$
409.6Operating income


19.7



43.9



44.3



30.0



12.5Income (loss) from continuing operations


1.1



10.5



10.6



2.5



(15.8
)Income (loss) from discontinued operations, net of tax


3.1



0.2



(1.9
)


(25.5
)


(15.6
)Net income (loss)

$
4.2


$
10.7


$
8.7


$
(23.0
)

$
(31.4
)Diluted income (loss) per share applicable to common shares:Continuing operations

$
0.08


$
0.78


$
0.79


$
0.18


$
(1.19
)Discontinued operations


0.22



0.01



(0.15
)


(1.91
)


(1.17
)Net income (loss)

$
0.30


$
0.79


$
0.64


$
(1.73
)

$
(2.36
)Consolidated Balance Sheet Data (Period end):Working capital

$
95.7


$
83.4


$
97.2


$
104.8


$
128.7Total assets


454.9



494.4



497.4



518.9



577.2Total debt


217.0



234.0



234.6



257.0



258.7Total shareholders equity


127.8



118.3



122.1



103.5



124.0Consolidated Cash Flow Data  Continuing Operations:Net cash provided by (used in) operating activities

$
22.1


$
17.0


$
23.0


$
(15.5
)

$
(13.3
)Other Data:Depreciation and amortization

$
13.0


$
12.4


$
13.1


$
15.7


$
19.1Capital expenditures


(7.7
)


(12.8
)


(11.4
)


(8.5
)


(7.9
)  21




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
              Key
    Indicators
   22




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Discontinued
    Operations
  Discontinued Operations
  Results
    of Operations
  page F-5 Discontinued
    Operations
    2009
    Compared to 2008
     23




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2008
    Compared to 2007
   24




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Discontinued
    Operations
  Restructuring
    and Other Charges
     25




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Liquidity
    and Capital Resources
  Liquidity.
         26




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Working Capital Facility. 90-day
    Second Lien Facility.
  Senior Subordinated Notes.
 27




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Shelf Registration of Common Stock.
  Working Capital and Cash Flows.
  
    Accounts receivable decreases provided $19.4 million of
    cash in 2009, compared to $7.1 million of cash provided
    during the year ended December 31, 2008. The decrease in
    accounts receivable in 2009 resulted from the substantial
    decrease in sales during the year.
    Inventory decreases provided $32.3 million of cash in 2009
    compared to the $15.4 million used in the year ended
    December 31, 2008. Inventories were decreased during 2009
    in response to significant declines in customer orders.
    Prepaid expenses increased using $2.9 million of cash in
    2009 compared to $0.8 provided in 2008. The increase arises
    primarily from the asset associated with a U.S. dollar
    currency hedge by our Australian subsidiary.
    Accounts payable reductions used $21.0 million of cash in
    2009, which compares to the use of $1.9 million of cash in
    the year ended December 31, 2008. Throughout 2009, our
    volume of business was severely contracting as a result of the
    global economic decline. Accordingly, during 2009, the Company
    was paying vendors for previous materials purchases while
    reducing new purchases in connection with reducing inventory
    levels. In addition, in December 2009 we accelerated
    approximately $16 million of payments to our vendors and
    service providers.
    Accrued interest and other expense accrual decreases used
    $9.7 million of cash in 2009 compared to $0.2 million
    used in 2008. The accrued liabilities at year end 2009 for
    severance payments, customer rebates and incentive compensation
    were less than at year end 2008 due to declines in the volumes
    of our business and early payment in 2009 of customer rebates
    typically paid in the subsequent year. Accrued other expenses
    also includes approximately $3.0 million for the liability
    associated with a U.S. dollar currency hedge by our
    Australian subsidiary.       28




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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

$
207,155


$
16,106


$
18,223


$
172,826


$
Interest payments related to long-term debt


69,398



18,956



33,173



17,269



Capital leases


9,869



2,452



3,674



3,052



691Operating leases


33,634



6,832



9,890



8,518



8,394Total

$
320,056


$
44,346


$
64,960


$
201,665


$
9,085     Market
    Risk and Risk Management Policies
    Effect of
    Inflation and Deflation; Seasonality
      Critical
    Accounting Policies
   29




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Inventories
  first-in,
    Accounts
    Receivable and Allowances
    Property,
    Plant and Equipment
  Discontinued
    Operations
  Intangible
    Assets
     30




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Intangible Assets
    Revenue
    Recognition
      30-day
  Research
    and Development Costs
    Income
    Taxes
      Income Taxes
  non-U.S. subsidiaries
 31




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Factors
    That May Affect Future Results
    Recently
    Issued Accounting Standards
  Business Combinations.
  Subsequent Events. 855-10,
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       32




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fixed-to-variable
  Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures    Rules 13a-15(e) 15d-15(e)
  (b)
    Managements
    Assessment of Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f).
    (c)
    Changes
    in Internal Control Over Financial Reporting   33




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Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    KPMG
    LLP
    34




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Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Business Form 10-K
  c/o Thermadyne Form 8-K Regulation S-K
  Form 10-Q
  Regulation S-K,
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   35




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Number ofSecuritiesRemaining AvailableNumber of



for Future IssuanceSecurities to be



Under EquityIssued Upon

Weighted-Average

Compensation PlansExercise of

Exercise Price of

(ExcludingOutstanding

Outstanding

SecuritiesOptions, Warrants

Options, Warrants

Reflected in Columnand Rights

and Rights

(a))Plan Category

(a)

(b)

(c)Equity compensation plans approved by security holders


1,190,578


$
12.72



436,456Equity compensation plans not approved by security holders










Total


1,190,578


$
12.72



436,456   Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   36




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial
    Statements and Schedules
     
 PageReport of Independent Registered Public
    Accounting Firm  KPMG LLP


39Consolidated Balance Sheets as of
    December 31, 2009 and 2008


40Consolidated Statements of Operations for the
    years ended December 31, 2009, December 31, 2008, and
    December 31, 2007


41Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2009,
    December 31, 2008, and December 31, 2007


42Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, December 31, 2008, and
    December 31, 2007


43Notes to Consolidated Financial Statements


44      Exhibits
   37




---



##### 



THERMADYNE
    HOLDINGS CORPORATION
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm  KPMG LLP


39Consolidated Balance Sheets as of
    December 31, 2009 and 2008


40Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008, and 2007


41Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2009, 2008, and
    2007


42Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008, and 2007


43Notes to Consolidated Financial Statements


44   38




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
    KPMG
    LLP
    39




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2009


2008(Dollars in thousands,except share data)Current Assets:Cash and cash equivalents

$
14,886


$
11,916Accounts receivable, less allowance for doubtful accounts of
    $400 and $900, respectively


56,589



72,044Inventories


74,381



102,479Prepaid expenses and other


9,255



5,443Assets held for sale






916Deferred tax assets


3,008



2,277Total current assets


158,119



195,075Property, plant and equipment, net of accumulated depreciation
    of $55,082 and $46,653, respectively


46,687



47,501Goodwill


187,818



184,043Intangibles, net


58,451



60,783Other assets


3,870



6,967Total assets

$
454,945


$
494,369Current Liabilities:Working capital facility

$
9,643


$
32,531Current maturities of long-term obligations


8,915



2,060Accounts payable


9,598



30,823Accrued and other liabilities


23,119



28,295Accrued interest


7,608



6,558Income taxes payable


705



2,849Deferred tax liability


2,793



3,253Liabilities related to assets held for sale






5,266Total current liabilities


62,381



111,635Long-term obligations, less current maturities


198,466



199,454Deferred tax liabilities


52,835



47,292Other long-term liabilities


13,471



17,685Stockholders equity:Common stock, $0.01 par value:Authorized  25,000,000 sharesIssued and outstanding  13,539,998 shares at
    December 31, 2009 and 13,509,698 shares at
    December 31, 2008


135



135Additional paid-in capital


188,791



189,256Accumulated deficit


(65,063
)


(69,245
)Accumulated other comprehensive income/(loss)


3,929



(1,843
)Total shareholders equity


127,792



118,303Total liabilities and shareholders equity

$
454,945


$
494,369    40




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(Dollars in thousands, except per share data)Net sales

$
347,655


$
516,908


$
493,975Cost of goods sold


243,861



357,855



339,622Gross margin


103,794



159,053



154,353Selling, general and administrative expenses


81,466



112,122



106,033Amortization of intangibles


2,693



2,675



2,921Net periodic postretirement benefits


(45
)


322



1,087Operating income


19,680



43,934



44,312Other income (expenses):Interest, net


(20,850
)


(20,304
)


(26,799
)Amortization of deferred financing costs


(1,052
)


(938
)


(1,444
)Settlement of retiree medical obligations


5,863







Other


147



(80
)


82Income from continuing operations before income tax provision
    and discontinued operations


3,788



22,612



16,151Income tax provision


2,657



12,089



5,515Income from continuing operations


1,131



10,523



10,636Income (loss) from discontinued operations, net of tax


3,051



185



(1,971
)Net income

$
4,182


$
10,708


$
8,665Basic income (loss) per share:Continuing operations

$
0.08


$
0.79


$
0.80Discontinued operations


0.23



0.01



(0.15
)Net income

$
0.31


$
0.80


$
0.65Diluted income (loss) per share:Continuing operations

$
0.08


$
0.78


$
0.79Discontinued operations


0.22



0.01



(0.15
)Net income

$
0.30


$
0.79


$
0.64    41




---



##### 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(Dollars in thousands, except share data)December 31, 2006


13,336


$
133


$
184,804


$
(88,618
)

$
7,185


$
103,504Comprehensive income (loss):Net income














8,665







8,665Foreign currency translation, net of tax


















5,873



5,873Minimum pension liability


















(877
)


(877
)Minimum post retirement liability


















2,892



2,892Comprehensive income






















16,553Common stock issuance-Employee stockpurchase plan


10







138











138Exercise of stock options


22



1



279











280Stock compensation










1,609











1,609December 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
)Minimum pension liability


















(7,098
)


(7,098
)Minimum post retirement liability


















1,172



1,172Comprehensive loss






















(6,208
)Common stock issuance-Employee stockpurchase 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



7,279Minimum pension liability


















318



318Minimum post retirement liability


















(1,825
)


(1,825
)Comprehensive loss






















9,954Common stock issuance-Employee stockpurchase plan


30







114











114Exercise of stock options






















Stock compensation










(579
)










(579
)December 31, 2009


13,540


$
135


$
188,791


$
(65,063
)

$
3,929


$
127,792    42




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(Dollars in thousands)Cash flows from continuing operations:Cash flows from operating activities:Net income

$
4,182


$
10,708


$
8,665Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:(Income)/loss from discontinued operations


(3,051
)


(185
)


1,971Depreciation and amortization


12,962



12,365



13,117Deferred income taxes


(1,069
)


4,850



(1,233
)Net periodic post-retirement benefits


(5,908
)


322



1,087Changes in operating assets and liabilities:Accounts receivable


19,351



7,052



(2,001
)Inventories


32,264



(15,440
)


9,076Prepaids


(2,935
)


762



540Accounts payable


(20,998
)


(2,519
)


(1,268
)Accrued and other liabilities


(10,835
)


1,242



(5,795
)Accrued interest


1,156



(1,474
)


(225
)Accrued taxes


(2,367
)


103



2,972Other long-term liabilities


(669
)


(838
)


(3,453
)Other, net






80



(440
)Net cash provided by operating activities


22,083



17,028



23,013Cash flows from investing activities:Capital expenditures


(7,695
)


(12,776
)


(11,358
)Proceeds from sales of discontinued operations






500



13,783Purchase of minority interest






(838
)


Purchase of outside interest in joint venture






(3,055
)


Other


(361
)


(757
)


(487
)Net cash provided by (used in) investing activities


(8,056
)


(16,926
)


1,938Cash flows from financing activities:Borrowings under Working Capital Facility


8,923



27,751



20,041Repayments of Working Capital Facility


(31,811
)


(7,878
)


(24,989
)Repurchase of Senior Subordinated Notes


(2,632
)






Borrowings under Second-Lien Facility and other


25,075







Repayments of Second-Lien Facility and other


(15,823
)


(22,789
)


(16,725
)Stock compensation expense


(579
)


1,362



1,609Exercise of employee stock purchases


114



1,949



417Advances from (to) discontinued operations


2,539



(2,657
)


(837
)Termination payment from derivative counterparty


2,313







Other, net


(925
)


(891
)


(362
)Net cash used in financing activities


(12,806
)


(3,153
)


(20,846
)Effect of exchange rate changes on cash and cash equivalents


1,749



(1,192
)


744Net cash provided by (used in) continuing operations


2,970



(4,243
)


4,849Cash flows from discontinued operationsNet cash provided by (used in) operating activities


337



(2,574
)


812Net cash provided by sales of discontinued operations


1,783



500



5,084Advances from (to) continuing operations


(2,933
)


2,538



(5,650
)Effect of exchange rates on cash and cash equivalents


228



(155
)


30Net cash provided by (used in) discontinued operations


(585
)


309



276Total increase (decrease) in cash and cash equivalents


2,385



(3,934
)


5,125Total cash and cash equivalents beginning of period


12,501



16,435



11,310Total cash and cash equivalents end of period

$
14,886


$
12,501


$
16,435Continuing operationsCash and cash equivalents beginning of period

$
11,916


$
16,159


$
11,310Net cash provided by (used in) continuing operations


2,970



(4,243
)


4,849Cash and cash equivalents end of period

$
14,886


$
11,916


$
16,159Discontinued operationsCash and cash equivalents beginning of period

$
585


$
276


$
Net cash provided by (used in) discontinued operations


(585
)


309



276Cash and cash equivalents end of period

$



$
585


$
276    43




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (In
    thousands, except share data)
  1.
    The
    Company    2.
    Significant
    Accounting Policies  Principles of consolidation.
  Estimates.
  Inventories. last-in, first-in,
  Property, Plant and Equipment.
  Deferred Financing Costs.
  Intangibles.
   44




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible Assets
  Product Warranty Programs.
  Years Ended December 31,2009


2008


2007Balance at beginning of period

$
2,961


$
3,072


$
2,978Charged to expenses


2,053



3,217



3,548Warranty payments


(2,714
)


(3,328
)


(3,454
)Balance at end of period

$
2,300


$
2,961


$
3,072   Derivative Instruments.
  Income Taxes.  Income Tax
  Stock Option Accounting. Stock
    Options and Stock-Based Compensation
  Revenue Recognition.
 45




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      30-day
  Research and development costs .
  Cash Equivalents.
  Foreign Currency Translation.
    Accumulated Other Comprehensive Income.
  2008


2009Increase


Balance at


Increase


Balance atJanuary 1


(Decrease)


December 31


(Decrease)


December 31Net incomeCumulative foreign currency translation gains (losses), net of
    tax

$
12,889


$
(10,990
)

$
1,899


$
7,279


$
9,179Minimum pension liability, net of tax


(1,152
)


(7,098
)


(8,250
)


318



(7,932
)Minimum post-retirement liability, net of tax


3,336



1,172



4,508



(1,825
)


2,683Comprehensive income (loss)

$
15,073


$
(16,916
)

$
(1,843
)

$
5,772


$
3,929  46




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value. 3-month
    Effect
    of New Accounting Standards
  Business Combinations.
  Subsequent Events. 855-10,
    3.
    Discontinued
    Operations     47




---



##### Table of Contents



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


185Twelve months ended December 31, 2007


(1,258
)


(2,067
)


2,017



(663
)


(1,971
)     December 31, 2008Cash

$
585Deposits on tax liabilities


331$
916Tax liabilities, severance payable, and accrued closing costs

$
5,266  48




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Accounts
    Receivable    Balance at



NetBeginning

(Recovery)

Write-Offs &

Balance at Endof Year

Provision

Adjustments

of YearAllowance for Discounts and Doubtful AccountsYear ended December 31, 2009

$
900



1,139



(1,639
)


400Year ended December 31, 2008


1,000



284



(384
)


900Year ended December 31, 2007


2,385



(341
)


(1,044
)


1,000     5.
    Inventories    December 31,


December 31,2009


2008Raw materials and component parts

$
25,410


$
41,185Work-in-process


4,216



5,340Finished goods


53,272



70,47382,898



116,998LIFO reserve


(8,517
)


(14,519
)$
74,381


$
102,479   first-in
     49




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Property,
    Plant, and Equipment    2009


2008Land

$
5,426


$
4,608Building


16,966



16,271Machinery and equipment


79,377



73,275101,769



94,154Accumulated depreciation


(55,082
)


(46,653
)$
46,687


$
47,501       7.
    Intangible
    Assets    December 31,


December 31,2009


2008Goodwill

$
187,818


$
184,043Patents and customer relationships


42,741



42,380Trademarks


33,403



33,403263,962



259,826Accumulated amortization of patents and customer relationships


(17,693
)


(15,000
)$
246,269


$
244,826        50




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Carrying Amountof GoodwillBalance as of December 31, 2007

$
182,163Increase in balance due to acquisitions


2,500Reduction in balance due to utilization of pre-emergence
    bankruptcy deferred tax assets


(958
)Foreign currency translation


338Balance as of December 31, 2008


184,043Foreign currency translation


3,775Balance as of December 31, 2009

$
187,818   8.
    Debt and
    Capital Lease Obligations    2009


2008Working Capital Facility

$
9,643


$
32,531Second Lien Facility


25,000



14,000Issuance discount on Second Lien Facility


(1,703
)


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


172,327



175,000Capital leases


9,869



9,524Other


1,888



2,990217,024



234,045Current maturities and working capital facility


(18,558
)


(34,591
)$
198,466


$
199,454  51




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
18,5582011


2,5362012


19,3612013


2,0632014


173,815Thereafter


691       Working
    Capital Facility
  90-day
       52




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Second
    Lien Facility
      Covenant
    Compliance
      Senior
    Subordinated Notes
  1 4
 53




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Parent
    Company Financial Information
    9.
    Derivative
    Instrument   54




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Financial
    Instruments  Concentrations
    of Credit Risk
        Fair
    Value
    Cash and cash equivalents:
  Accounts receivable and accounts payable:
  Debt:
  11.
    Leases    Capital


OperatingLeases


Leases2010

$
3,374


$
6,8322011


2,737



5,2622012


2,076



4,6282013


1,908



4,3892014


1,593



4,129Thereafter


702



8,394Total minimum lease payments


12,390


$
33,634Amount representing interest


(2,521
)Present value of net minimum lease payments, including current
    obligations of $2,452

$
9,869    55




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Income
    Taxes    Year Ended December 31,2009


2008


2007Domestic loss

$
(5,272
)

$
(1,351
)

$
(3,076
)Foreign income


9,060



23,963



19,227Income from continuing operations before income taxes

$
3,788


$
22,612


$
16,151     Year Ended December 31,2009


2008


2007Current:Federal

$
(242
)

$
583


$
160Foreign


3,976



6,451



6,220State and local


17



219



(124
)Total current


3,751



7,253



6,256Deferred


(1,094
)


4,836



(741
)Income tax provision (benefit)  continuing operations

$
2,657


$
12,089


$
5,515     2009


2008Deferred tax assets:Post-employment benefits

$
461


$
2,571Accrued liabilities


3,291



5,139Other


1,230



597Fixed assets


319



740Net operating loss carryforwards-foreign and U.S.


60,431



57,640Total deferred tax assets


65,732



66,687Valuation allowance for deferred tax assets


(43,141
)


(42,965
)Net deferred tax assets


22,591



23,722Deferred tax liabilities:Intangibles


(16,343
)


(16,916
)Inventories


(3,047
)


(4,072
)Other


(5,819
)


(1,191
)Investment in subsidiary


(49,696
)


(49,526
)Total deferred tax liabilities


(74,905
)


(71,705
)Net deferred tax assets (liabilities)

$
(52,314
)

$
(47,983
)    56




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Tax at U.S. statutory rates

$
1,326


$
7,914


$
5,653Foreign deemed dividends (Section 956)


2,101



2,366



3,998Nondeductible expenses and other exclusions


(599
)


(26
)


351Valuation allowance for deferred tax benefits






21



Foreign Currency on Gain on Previously Taxed Income Distribution






572



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


300



(950
)


(1,608
)State income taxes


(24
)


201



(3,646
)Change in basis difference in investment of subsidiary


(447
)


1,991



767Income tax provision (benefit)

$
2,657


$
12,089


$
5,515           2009


2008


2007Balance at January 1

$
1,731


$
2,099


$
7,520Additions based on tax positions related to the current year


100



186



290Reductions for tax positions of prior years


(361
)


(554
)


(5,711
)Balance at December 31

$
1,470


$
1,731


$
2,099  57




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (2005-2009), (2004-2009), (2003-2009) (2002-2009).
    13.
    Contingencies          14.
    Stock
    Options and Stock-Based Compensation   58




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock
    Options and Restricted Stock
             59




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009

2008

2007Weighted average fair value

$
1.75


$
6.75


$
6.02Assumptions used:Expected dividend yield


0.00
%


0.00
%


0.00
%Expected volatility


57.48
%


41.12
%


38.22
%Risk-free interest rate


2.81
%


3.44
%


4.51
%Expected life


6.5 years



6.5 years



6 years     Weighted-Weighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicNon-Vested Stock Options

Shares


Price


Term


ValueNon-vested options outstanding at January 1, 2009


611,927Granted


109,653Vested


(89,069
)Forfeited or expired


(93,907
)Non-vested options outstanding at December 31, 2009


538,604


$
12.19



6.4


$
206Total Employee and Director Stock OptionsOptions outstanding at January 1, 2009


1,249,497


$
13.61Granted


109,653


$
4.99Exercised


Forfeited or expired


(168,572
)

$
14.31Options outstanding at December 31, 2009


1,190,578


$
12.72



5.5


$
239Vested options exercisable at December 31, 2009


651,974


$
13.15



4.9


$
33    60




---



##### Table of Contents



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


Remaining Life


SharesOptions


(In Years)


ExercisableOptions outstanding:Exercise Price below $10.00


107,353



9.3



15,833.0Exercise Price between $10.00 and $12.99


312,267



5.6



223,011.0Exercise Price between $13.00 and $14.99


425,610



4.4



262,084.0Exercise Price between $15.00 and $17.00


345,348



6.8



151,046.01,190,578







651,974   15.
    Earnings
    (Loss) Per Share    Year Ended December 31,2009


2008


2007Numerator:Income (loss) applicable to common sharesContinuing operations

$
1,131


$
10,523


$
10,636Discontinued operations


3,051



185



(1,971
)Net income

$
4,182


$
10,708


$
8,665Denominator:Weighted average shares for basic earnings per share


13,528,996



13,434,609



13,353,742Dilutive effect of stock options


6,124



126,245



77,631Weighted average shares for diluted earnings per share


13,535,120



13,560,854



13,431,373Basic income (loss) per share amounts:Continuing operations

$
0.08


$
0.79


$
0.80Discontinued operations


0.23



0.01



(0.15
)Net income per share

$
0.31


$
0.80


$
0.65Diluted income (loss) per share amounts:Continuing operations

$
0.08


$
0.78


$
0.79Discontinued operations


0.22



0.01



(0.15
)Net income per share

$
0.30


$
0.79


$
0.64    61




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Employee
    Benefit Plans  401(k) Retirement Plan.
  Deferred Compensation Plan.
  Pension Plans.
  Other Postretirement Benefits.
   62




---



##### Table of Contents



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


Other Postretirement Benefits2009


2008


2009


2008Components of the net periodic benefit cost:Interest cost

$
1,283


$
1,245


$
273


$
433Expected return on plan assets


(938
)


(1,461
)






Amortization of net (gain) or loss


644







(312
)


(226
)Settlement gain










(5,863
)


Benefit cost (credit)

$
989


$
(216
)

$
(5,902
)

$
207Other changes in plan assets and benefit obligations recognized
    in other comprehensive income (OCI):Net (gain) or loss

$
(675
)

$
6,978


$
1,825


$
(1,173
)Total recognized in other comprehensive income

$
(675
)

$
6,978


$
1,825


$
(1,173
)Total recognized in net periodic postretirement cost and OCI

$
313


$
6,762


$
(4,077
)

$
(965
)Estimated amortizations from the AOCI into net periodic
    postretirement benefit cost over the next fiscal year:Amortization of net (gain) or loss

$
587


$
644


$
(254
)

$
(367
)     Dec. 31, 2009

Dec. 31, 20081-Percentage point increaseEffect on total service and interest cost

$
30


$
37Effect on postretirement benefit obligation

$
74


$
4731-Percentage point decreaseEffect on total service and interest cost

$
(26
)

$
(32
)Effect on postretirement benefit obligation

$
(68
)

$
(418
)     Other PostretirementPension Benefits


Benefits2009


2008


2009


2008Change in benefit obligation:Benefit obligation at beginning of year

$
21,147


$
21,327


$
6,488


$
7,557Interest Cost


1,283



1,245



273



433Participant contributions










144



474Settlement gain










(4,523
)Actuarial (gain) loss


1,685



(280
)


173



(1,399
)Benefits paid


(1,189
)


(1,145
)


(472
)


(577
)Benefit obligation at end of year

$
22,926


$
21,147


$
2,083


$
6,488 63




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other PostretirementPension Benefits


Benefits2009


2008


2009


2008Change in plan assets:Fair value of plan assets at beginning of year

$
12,180


$
18,248


$



$
Actual return on plan assets


2,655



(5,797
)






Employer contributions


316



874



328



103Participant contributions










144



474Benefits paid


(1,189
)


(1,145
)


(472
)


(577
)Fair value of plan assets at end of year

$
13,962


$
12,180


$



$
Funded status of the plan (underfunded)

$
(8,964
)

$
(8,967
)

$
(2,083
)

$
(6,488
)Amounts recognized in the balance sheet:Current liabilities

$



$



$
(273
)

$
(645
)Noncurrent liabilities


(8,964
)


(8,967
)


(1,810
)


(5,843
)Net amount recognized

$
(8,964
)

$
(8,967
)

$
(2,083
)

$
(6,488
)Amounts recognized in accumulated other comprehensive income
    consist of:Net (gain) loss

$
7,455


$
8,130


$
(2,683
)

$
(4,508
)Accumulated other comprehensive income

$
7,455


$
8,130


$
(2,683
)

$
(4,508
)Accumulated Benefit Obligation

$
22,926


$
21,147



N/A



N/A  Weighted-average assumptions used to determine benefit
    obligations:Measurement date

Dec. 31, 2009

Dec. 31, 2008

Dec. 31, 2009

Dec. 31, 2008Discount rate

5.70%

6.25%

5.70%

6.25%Rate of compensation increase

N/A

N/A

N/A

N/AHealth care cost trend rate assumed for next year

N/A

N/A

7.00%

8.00%Ultimate health care cost trend rate

N/A

N/A

5.00%

5.00%Year that the rate reaches the ultimate trend rate

N/A

N/A

2012

2012Weighted-average assumptions used to determine net periodic
    postretirement benefit cost:Measurement date

Dec. 31, 2008

Dec. 31, 2007

Dec. 31, 2008

Dec. 31, 2007Discount rate

6.25%

6.00%

6.25%/5.75%*

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

8.00%

8.00%

0.00%

0.00%Rate of compensation increase

N/A

N/A

N/A

N/AHealth care cost trend rate assumed for next year

N/A

N/A

8.00%

9.00%Ultimate health care cost trend rate

N/A

N/A

5.00%

5.00%Year that the rate reaches the ultimate trend rate

N/A

N/A

2012

2012     *
    
    As of July 31, 2009, a discount rate of 5.75% was used for
    the settlement gain/loss. 64




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Target2010


2009


2008Equity securities


60
%


57
%


51
%Debt securities


30
%


33
%


40
%Real Estate


10
%


10
%


9
%Total


100
%


100
%


100
%       Penison Plans Assets at Fair Value as of
    December 31, 2009Quoted Prices inActive Markets for


Significant OtherIdentical Assets


Observable Inputs(Level 1)


(Level 2)


TotalCash and cash equivalents

$
1,565






$
965Mutual Funds


7,321







7,921Trust Funds






5,076



5,076$
8,886


$
5,076


$
13,962               OtherPension

PostretirementYear

Benefits

Benefits2010

$
1,299


$
2732011

$
1,344


$
2602012

$
1,390


$
2452013

$
1,454


$
2302014

$
1,544


$
214Next 5 years

$
8,392


$
855  65




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other Plans.
    2009


2008Projected Benefit Obligation

$
3,334


$
2,304Plan Assets


3,110



2,051Unfunded Projected Benefit Obligation

$
224


$
253Accumulated Other Comprehensive Income

$
477


$
120   Stock Purchase Plan.
  17.
    Segment
    Information    Geographic
    Information
    Year Ended December 31,2009


2008


2007Net Sales:U.S.

$
193,435


$
285,167


$
292,560International:Australia


70,420



90,888



81,633Other


83,800



140,853



119,782154,220



231,741



201,415Total

$
347,655


$
516,908


$
493,975  66




---



##### Table of Contents



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


December 31,2009


2008Identifiable Assets (excluding working capital and intangibles):Americas

$
40,365


$
44,992Asia-Pacific


8,043



6,958Europe/Middle East


1,844



2,182$
50,252


$
54,132   Product
    Line Information
    Year Ended December 31,2009


2008


2007Gas equipment

$
122,370


$
191,256


$
182,771Filler metals including hardfacing


78,952



98,213



88,915Arc accessories including torches, related consumable parts and
    accessories


60,332



98,212



103,735Plasma power supplies, torches and related consumable parts


52,872



77,536



69,157Welding equipment


33,129



51,691



49,397$
347,655


$
516,908


$
493,975   18.
    Quarterly
    Results of Operations (Unaudited)  Discontinued Operations
      67




---



##### Table of Contents



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


June 30


September 30


December 312009Continuing Operations:Net sales

$
83,311


$
84,805


$
89,501


$
90,038Gross profit


21,360



24,945



28,795



28,694Operating income


1,247



6,005



6,355



6,073Settlement of retiree medical obligations










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


(2,496
)


582



3,726



(681
)Discontinued operations






1,933



1,118



Net income

$
(2,496
)

$
2,515


$
4,844


$
(681
)Basic income (loss) per share applicable to common shares:Continuing operations

$
(0.18
)

$
0.04


$
0.27


$
(0.05
)Discontinued operations






0.14



0.09



Net income

$
(0.18
)

$
0.18


$
0.36


$
(0.05
)Diluted income (loss) per share applicable to common shares:Continuing operations

$
(0.18
)

$
0.04


$
0.27


$
(0.05
)Discontinued operations






0.14



0.08



Net income

$
(0.18
)

$
0.18


$
0.35


$
(0.05
)   March 31


June 30


September 30


December 312008Continuing Operations:Net sales

$
130,767


$
142,135


$
139,373


$
104,633Gross profit


42,279



47,167



43,896



25,711Operating income


14,109



16,772



12,881



172Income (loss) applicable to common shares:Continuing operations


4,717



6,245



3,038



(3,477
)Discontinued operations


(192
)


(283
)


(320
)


980Net loss

$
4,525


$
5,962


$
2,718


$
(2,497
)Basic income (loss) per share applicable to common shares:Continuing operations

$
0.35


$
0.47


$
0.22


$
(0.25
)Discontinued operations


(0.01
)


(0.03
)


(0.02
)


0.07Net loss

$
0.34


$
0.44


$
0.20


$
(0.18
)Diluted income (loss) per share applicable to common shares:Continuing operations

$
0.35


$
0.47


$
0.22


$
(0.26
)Discontinued operations


(0.01
)


(0.03
)


(0.02
)


0.07Net loss

$
0.34


$
0.44


$
0.20


$
(0.19
)  68




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Restructuring
    and Other Charges        20.
    Subsequent
    Events  Debt and Capital Lease
    Obligations
    21.
    Condensed
    Consolidating Financial Statements  1 4
    Rule 3-10 Regulation S-X.
 69




---



##### 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







58,451Other assets


2,019



1,851











3,870Investment 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







13,471Shareholders 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



127,792Net equity (deficit) and advances to / from subsidiaries


(81,636
)


252,780



96,597



(267,741
)


Total liabilities and shareholders equity (deficit)

$
227,900


$
422,728


$
30,198


$
(225,881
)

$
454,945  70




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING BALANCE SHEET
 DECEMBER
    31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
6,301


$
5,615


$



$
11,916Accounts receivable, net






63,760



8,284







72,044Inventories






90,220



12,259







102,479Prepaid expenses and other






4,653



790







5,443Assets held for sale










916







916Deferred tax assets






2,277











2,277Total current assets






167,211



27,864







195,075Property, plant and equipment, net






43,295



4,206







47,501Goodwill






184,043











184,043Intangibles, net






53,166



7,617







60,783Other assets


5,541



1,426











6,967Investment in and advances to subsidiaries


191,869











(191,869
)


Total assets

$
197,410


$
449,141


$
39,687


$
(191,869
)

$
494,369LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current Liabilities:Working capital facility

$



$
32,531


$



$



$
32,531Current maturities of long-term obligations






1,702



358







2,060Accounts payable






26,132



4,691







30,823Accrued and other liabilities






26,673



1,622







28,295Accrued interest


6,412



146











6,558Income taxes payable






2,798



51







2,849Deferred tax liability






3,253











3,253Liabilities related to assets held for sale










5,266







5,266Total current liabilities


6,412



93,235



11,988







111,635Long-term obligations, less current maturities


175,000



23,761



693







199,454Deferred tax liabilities






47,292











47,292Other long-term liabilities


2,991



14,155



539







17,685Shareholders equity (deficit):Common stock


135















135Additional
    paid-in-capital


189,256















189,256Accumulated deficit


(69,244
)


34,540



(67,892
)


33,351



(69,245
)Accumulated other comprehensive income (loss)


(1,844
)


(16,065
)


(4,060
)


20,126



(1,843
)Total shareholders equity (deficit)


118,303



18,475



(71,952
)


53,477



118,303Net equity (deficit) and advances to / from subsidiaries


(105,296
)


252,223



98,419



(245,346
)


Total liabilities and shareholders equity (deficit)

$
197,410


$
449,141


$
39,687


$
(191,869
)

$
494,369  71




---



##### Table of Contents



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





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
355,864


$
29,111


$
(37,320
)

$
347,655Cost of goods sold






259,473



22,433



(38,045
)


243,861Gross margin






96,391



6,678



725



103,794Selling, general and administrative expenses


(578
)


74,870



7,174







81,466Amortization of intangibles






2,693











2,693Net periodic postretirement benefits






(45
)










(45
)Operating 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  72




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
    CONDENSED CONSOLIDATING STATEMENT OF
    OPERATIONS  (Continued)YEAR ENDED DECEMBER 31, 2008
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
589,422


$
49,774


$
(122,288
)

$
516,908Cost of goods sold






443,662



36,792



(122,599
)


357,855Gross margin






145,760



12,982



311



159,053Selling, general and administrative expenses


180



104,364



7,578







112,122Amortization of intangibles






2,675











2,675Net periodic postretirement benefits






322











322Operating 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  73




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
    CONDENSED CONSOLIDATING STATEMENT OF OPERATIONSYEAR ENDED DECEMBER 31, 2007
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


ConsolidatedNet sales

$



$
557,801


$
29,338


$
(93,164
)

$
493,975Cost of goods sold






411,673



21,225



(93,276
)


339,622Gross margin






146,128



8,113



112



154,353Selling, general and administrative expenses


1,609



99,527



4,897







106,033Amortization of intangibles






2,921











2,921Net periodic postretirement benefits






1,087











1,087Operating income (loss)


(1,609
)


42,593



3,216



112



44,312Other income (expense):Interest, net


(18,731
)


(8,146
)


78







(26,799
)Amortization of deferred financing costs


(500
)


(944
)










(1,444
)Equity in net income (loss) of subsidiaries


29,505











(29,505
)


Minority interest






82











82Income (loss) from continuing operations before income tax
    provision and discontinued operations


8,665



33,585



3,294



(29,393
)


16,151Income tax provision (benefit)






3,646



1,869







5,515Income (loss) from continuing operations


8,665



29,939



1,425



(29,393
)


10,636Loss from discontinued operations, net of tax










(1,971
)






(1,971
)Net income (loss)

$
8,665


$
29,939


$
(546
)

$
(29,393
)

$
8,665  74




---



##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWSYEAR ENDED DECEMBER 31, 2009
  ThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


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

$
4,369


$
36,640


$
1,513


$
(20,439
)

$
22,083Cash flows from investing activities:Capital expenditures






(7,669
)


(26
)






(7,695
)Proceeds from sales of assets


















Other






(264
)


(97
)






(361
)Net cash 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
)Stock compensation expense


(579
)














(579
)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


(4,369
)


(24,880
)


(3,996
)


20,439



(12,806
)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 provided by operating activities










337







337Net cash provided by sales of discontinued operations










1,783







1,783Advances from (to) continuing operations










(2,933
)






(2,933
)Effect of exchange rate changes on cash and cash equivalents










228







228Net 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  75




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSYEAR 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


$
29,800


$
4,666


$
(27,203
)

$
17,028Cash 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



(7
)










2,420Net cash provided by (used in) financing activities


(9,512
)


(22,010
)


1,166



27,203



(3,153
)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 operating activities










(2,574
)






(2,574
)Net cash provided by sales of discontinued operations










500







500Advances from (to) continuing operations










2,538







2,538Effect of exchange rate changes on cash and cash equivalents










(155
)






(155
)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  76




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
    CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSYEAR ENDED DECEMBER 31, 2007
  ParentThermadyneHoldings





Non-Corporation


Guarantors


Guarantors


Eliminations


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

$
9,140


$
52,190


$
(28,083
)

$
(10,234
)

$
23,013Cash flows from investing activities:Capital expenditures






(10,013
)


(1,345
)






(11,358
)Proceeds from sales of assets






13,783











13,783Acquisition of minority interest






(487
)










(487
)Net cash provided by (used in) investing activities






3,283



(1,345
)






1,938Cash flows from financing activities:Borrowings under revolving credit facility






20,041











20,041Repayments under revolving credit facility






(24,989
)










(24,989
)Repayments of other credit facilities






(15,415
)


(1,310
)






(16,725
)Changes in net equity and advances to/from subsidiaries


(11,166
)


(29,343
)


29,438



10,234



(837
)Other


2,026



(362
)










1,664Net cash provided by (used in) financing activities


(9,140
)


(50,068
)


28,128



10,234



(20,846
)Effect of exchange rate changes on cash and cash equivalents






25



719







744Net cash provided by (used in) continuing operations






5,430



(581
)






4,849Cash flows from discontinued operations:Net cash provided by operating activities










812







812Net cash used in investing activities










5,084







5,084Net cash used in financing activities










(5,650
)






(5,650
)Effect of exchange rate changes on cash and cash equivalents










30







30Net cash used in discontinued operations










276







276Total increase (decrease) in cash and cash equivalents






5,430



(305
)






5,125Total cash and cash equivalents beginning of period






9,207



2,103







11,310Total cash and cash equivalents end of period

$



$
14,637


$
1,798


$



$
16,435  77




---



##### Table of Contents



SIGNATURES      By:
    /s/  STEVEN
    A. SCHUMM   Executive Vice President, Chief Financial and 
    Administrative Officer
      Name

Title

Date/s/  MARTIN
    QUINNMartin
    Quinn

President (Principal Executive Officer)

March 9, 2010/s/  STEVEN
    A. SCHUMMSteven
    A. Schumm

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

March 9, 2010/s/  PAUL
    D. MELNUKPaul
    D. Melnuk

Director and Chairman of the Board

March 9, 2010/s/  J.
    JOE ADORJANJ.
    Joe Adorjan

Director

March 9, 2010/s/  ANDREW
    L. BERGERAndrew
    L. Berger

Director

March 9, 2010/s/  JAMES
    B. GAMACHEJames
    B. Gamache

Director

March 9, 2010/s/  MARNIE
    S. GORDONMarnie
    S. Gordon

Director

March 9, 2010/s/  CHRISTOPHER
    P. HARTMANNChristopher
    P. Hartmann

Director

March 9, 2010/s/  BRADLEY
    G. PATTELLIBradley
    G. Pattelli

Director

March 9, 2010  78




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##### Table of Contents



THERMADYNE
    HOLDINGS CORPORATION
  2009
    10-K
    EXHIBIT INDEX
  ExhibitNo.



Exhibit2
.1



First Amended and Restated Disclosure Statement, dated January
    17, 2003, Solicitation of Votes on the Debtors First
    Amended and Restated Joint Plan of Reorganization Under Chapter
    11 of the Bankruptcy Code of Thermadyne Holdings Corporation
    (the Company) and its wholly owned direct and
    indirect subsidiaries, Thermadyne Mfg. LLC, Thermadyne Capital
    Corp., Thermadyne Industries, Inc., Victor Equipment Company,
    Thermadyne International Corp., Thermadyne Cylinder Co., Thermal
    Dynamics Corporation, C&G Systems Holding, Inc., MECO
    Holding Company, Tweco Products, Inc., Tag Realty, Inc.,
    Victor-Coyne International, Inc., Victor Gas Systems, Inc.,
    Stoody Company, Thermal Arc, Inc., C&G Systems, Inc.,
    Marison Cylinder Company, Wichita Warehouse Corporation, Coyne
    Natural Gas Systems, Inc., and Modern Engineering Company, Inc.
    (incorporated by reference to Exhibit 2.1 to  the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on February 7, 2003).2
.2



First Amended and Restated Plan of Reorganization dated January
    17, 2003 (incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on Form 8-K (File No. 0-23378)
    filed on April 11, 2003).2
.3



Confirmation Order dated April 3, 2003 and signed by the
    Bankruptcy Court (incorporated by reference to Exhibit 2.2
    to the Companys Current Report on Form 8-K (File No.
    0-23378) filed on April 11, 2003).3
.1



Amended and Restated Certificate of Incorporation of the Company
    dated as of May 23, 2003 (incorporated by reference to
    Exhibit 3.1 to the Companys Quarterly Report on Form
    10-Q
    (File No. 0-23378)
    for the quarter ended June 30, 2003).3
.2



Amended and Restated Bylaws of the Company dated as of March 29,
    2007 (incorporated by reference to Exhibit 3.2 to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2006).4
.1



Indenture dated as of February 5, 2004 among the Company, as
    issuer, the subsidiary guarantors named therein and U.S. Bank
    National Association, as trustee (incorporated by reference to
    Exhibit 4.10 to the Companys Annual Report on Form
    10-K (File No. 0-23378) for the year ended December 31, 2003).4
.2



Supplemental Indenture dated as of May 16, 2006 among the
    Company, the subsidiary guarantors named therein and U.S. Bank
    National Association as trustee (incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on Form
    8-K (File No. 0-23378) filed on May 23, 2006).4
.3



Second Supplemental Indenture dated as of August 2, 2006 among
    the Company, the subsidiary guarantors named therein and U.S.
    Bank National Association as trustee (incorporated by reference
    to Exhibit 4.1 to the Companys Current Report on Form
    8-K (File No. 0-23378) filed on August 3, 2006).4
.4



Third Amended and Restated Credit Agreement dated as of June 29,
    2007 by and among Thermadyne Industries, Inc., Thermal Dynamics
    Corporation, Tweco Products, Inc., Victor Equipment Company,
    C&G Systems, Inc., Stoody Company, ProTip Corporation, and
    Thermadyne International Corp., as borrowers, the credit parties
    signatory thereto, the lenders signatory thereto, and General
    Electric Capital Corporation, as agent and lender, and GECC
    Capital Markets Group, Inc., as lead arranger (incorporated by
    reference to Exhibit 4.1 to the Companys Current Report on
    Form 8-K (File No. 0-23378) filed on July 2, 2007).4
.5



First Amendment to Third Amended and Restated Credit Agreement
    dated as of October 7, 2008, by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Victor Equipment Company, C
    & G Systems, Inc., Stoody Company, Thermadyne International
    Corp., as borrowers, the Company and the other credit parties
    signatory thereto, and General Electric Capital Corporation, as
    agent and lender (incorporated by reference to Exhibit 4.1 to
    the Companys Quarterly Report on Form 10-Q (File No.
    001-13023) for the quarter ended September 30, 2008). 79




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##### Table of Contents



ExhibitNo.



Exhibit4
.6



Second Amendment to Third Amended and Restated Credit Agreement
    dated as of June 15, 2009 by and among Thermadyne Industries,
    Inc., Thermal Dynamics Corporation, Victor Equipment Company, C
    & G Systems, Inc., Stoody Company, Thermadyne International
    Corp., as borrowers, the Company and the other credit parties
    signatory thereto, and General Electric Capital Corporation, as
    agent and lender (incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on Form 8-K (File No.
    001-13023) filed on June 18, 2009).4
.7



Third Amendment to Third Amended and Restated Credit Agreement
    dated as of February 23, 2010 by and among Thermadyne
    Industries, Inc., Thermal Dynamics Corporation, Victor Equipment
    Company, C & G Merger Co., Stoody Company, Thermadyne
    International Corp., as borrowers, the credit parties signatory
    thereto, and General Electric Capital Corporation, as agent and
    lender (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on Form 8-K (File No.
    001-13023) filed on February 26, 2010).4
.8



2009 Amended and Restated Second Lien Credit Agreement dated as
    of August 14, 2009, by and among Thermadyne Industries, Inc.,
    Thermal Dynamics Corporation, Victor Equipment Company, C&G
    Merger Co., Stoody Company, and Thermadyne International Corp.,
    as borrowers, the guarantors party thereto, the lenders parties
    thereto, and Regions Bank, as administrative agent, collateral
    agent and funding agent.*4
.9



Amendment Number One to 2009 Amended and Restated Second Lien
    Credit Agreement dated as of February 23, 2010 by and among
    Thermadyne Industries, Inc., Thermal Dynamics Corporation,
    Victor Equipment Company, C & G Merger Co., Stoody Company,
    and Thermadyne International Corp., as borrowers, the guarantors
    signatory thereto, the lenders signatory thereto, and Regions
    Bank as agent (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on Form 8-K (File No. 001-13023)
    filed on February 26, 2010).10
.1



Registration Rights Agreement dated as of May 23, 2003 among the
    Company, Angelo Gordon & Co., L.P., Sigler & Co.,
    Silver Oak Capital, LLC, Credit Suisse First Boston and Goldman
    Sachs Credit Partners, L.P. (incorporated by reference to
    Exhibit 4.3 to the registrants Quarterly Report on
    Form 10-Q (File No. 0-23378) for the quarter ended June 30,
    2003).10
.2



Omnibus Agreement dated as of June 3, 1988, among Palco
    Acquisition Company (now Thermadyne Holdings Corporation) and
    its subsidiaries and National Warehouse Investment Company
    (incorporated by reference to Exhibit 10.39 to the
    Companys Registration Statement on Form 10/A,
    Amendment No. 2 (File No. 0-23378) filed under Section 12(g) of
    the Exchange Act on April 28, 1994).10
.3



Escrow Agreement dated as of August 11, 1988, among National
    Warehouse Investment Company, Palco Acquisition Company (now
    Thermadyne Holdings Corporation) and Title Guaranty Escrow
    Services, Inc. (incorporated by reference to Exhibit 10.40 to
    the Companys Registration Statement on Form 10/A,
    Amendment No. 2 (File No. 0-23378) filed under Section 12(g) of
    the Exchange Act on April 28, 1994).10
.4



Amended and Restated Continuing Lease Guaranty, made as of
    August 11, 1988, by Palco Acquisition Company (now Thermadyne
    Holdings Corporation) for the benefit of National Warehouse
    Investment Company (incorporated by reference to Exhibit 10.43
    to the Companys Registration Statement on Form 10/A,
    Amendment No. 2 (File No. 0-23378) filed under Section 12(g) of
    the Exchange Act on April 28, 1994).10
.5



Schedule of substantially identical lease guarantees
    (incorporated by reference to Exhibit 10.44 to the
    Companys Registration Statement on Form 10/A, Amendment
    No. 2 (File No. 0-23378) filed under Section 12(g) of the
    Exchange Act on April 28, 1994). 80




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##### Table of Contents



ExhibitNo.



Exhibit10
.6



Lease Agreement, dated as of October 10, 1990, between Stoody
    Deloro Stellite and Bowling
    Green-Warren
    County Industrial Park Authority, Inc. (incorporated by
    reference to Exhibit 10.46 to the Companys Registration
    Statement on Form 10/A, Amendment No. 2 (File No. 0-23378) filed
    under Section 12(g) of the Exchange Act on April 28, 1994).10
.7



Lease Modification and Extension Agreement effective October 1,
    2009, by and among Bowling Green Area Economic Development
    Authority, Inc., successor to Bowling Green-Warren County
    Industrial Park Authority, Inc., Stoody Company, Themadyne
    Industries, Inc. and Thermadyne Holdings Corporation
    (incorporated by reference to Exhibit 10.1 to the Companys
    Current Report on Form 8-K (File No. 1-13023) filed on October
    8, 2009).10
.8



Lease Agreement between Alliance Gateway No. 58 Ltd. and Victor
    Equipment Company, dated September 22, 2003 (incorporated by
    reference to Exhibit 10.7 to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.9



First Amendment to Lease between Alliance Gateway No. 58 Ltd.
    and Victor Equipment Company, dated May 1, 2004 (incorporated by
    reference to Exhibit 10.8 to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.10



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Ningbo Fulida Gas Equipment Co. Ltd., dated January 19, 2005
    (incorporated by reference to Exhibit 10.9 to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2004).10
.11



Lease Agreement between Ningbo Longxing Group Co., Ltd. and
    Thermadyne (Ningbo) Cutting and Welding Equipment Manufacturing
    Company, Ltd., dated December 28, 2004 (incorporated by
    reference to Exhibit 10.10 to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.12



First Amended and Restated Industrial Real Property Lease
    between 2800 Airport Road Limited Partnership and Victor
    Equipment Company dated August 1, 2007 (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on Form 10-Q (File No. 0-23378) for the quarter ended
    September 30, 2007).10
.13



Second Amendment to Amended and Restated Industrial Real
    Property Lease between Benning Street, LLC and Thermal Dynamics
    Corporation dated August 1, 2007 (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q
    (File No. 1-13023) for the quarter ended September 30, 2007).10
.14



Lease Agreement between Holman/Shidler Investment Corporation,
    Thermadyne Welding Products Canada, Ltd., and the Company dated
    October 25, 2007 (incorporated by reference to Exhibit 10.13  to
    the Companys Annual Report on Form 10-K (File No. 1-13023)
    for the year ended December 31, 2007).10
.15



Contract to Establish an Equity Joint Venture Enterprise by and
    between Ningbo Longxing Group Corporation Limited and the
    Company, dated December 28, 2004 (incorporated by reference to
    the Companys Annual Report on Form 10-K (File No. 0-23378)
    for the year ended December 31, 2004).10
.16



Amended and Restated Employment Agreement by and among
    Thermadyne Holdings Corporation, its subsidiaries and Paul
    Melnuk, dated August 17, 2009 (incorporated by reference to
    Exhibit 10.3 to the Companys Current Report on Form 8-K
    (File No. 1-13023) filed on August 21, 2009).10
.17



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and Paul D. Melnuk, dated December
    31, 2008 (incorporated by reference to Exhibit 10.26 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.19



Amended and Restated Employment Agreement by and among
    Thermadyne Holdings Corporation, its subsidiaries and Martin
    Quinn, dated August 17, 2009 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on Form 8-K
    (File No. 1-13023) filed on August 21, 2009).10
.20



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and Martin Quinn, dated December
    31, 2008 (incorporated by reference to Exhibit 10.30 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008). 81




---



##### Table of Contents



ExhibitNo.



Exhibit10
.21



Third Amended and Restated Employment Agreement by and among
    Thermadyne Holdings Corporation, its subsidiaries and Terry
    Downes, dated August 17, 2009 (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on Form 8-K
    (File No. 1-13023) filed on August 21, 2009).10
.22



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and Terry Downes, dated December
    31, 2008 (incorporated by reference to Exhibit 10.28 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.23



Executive Employment Agreement between the Company and Steven A.
    Schumm, dated August 7, 2006 (incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on Form 10-K
    (File No. 1-13023) for the year ended December 31, 2008).10
.24



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and Steven A. Schumm, dated
    December 31, 2008 (incorporated by reference to
    Exhibit 10.31 to the Companys Annual Report on Form
    10-K (File No. 1-13023) for the year ended December 31, 2008).10
.25



Executive Employment Agreement between the Company and Terry A.
    Moody, dated July 12, 2007 (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on Form
    10-Q (File No. 0-23378) for the quarter ended September 30,
    2007).10
.26



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and Terry A. Moody, dated December
    31, 2008 (incorporated by reference to Exhibit 10.29 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.27



Second Amended and Restated Executive Employment Agreement
    between the Company and John Boisvert, dated January 1, 2004
    (incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on Form 10-K (File No. 0-23378) for
    the year ended December 31, 2004).10
.28



Amendment Regarding IRC Section 409A to Executive Employment
    Agreement between the Company and John Boisvert, dated December
    31, 2008 (incorporated by reference to Exhibit 10.27 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.29



Amended and Restated Executive Employment Agreement between the
    Company and Dennis Klanjscek, dated June 13, 2002 (incorporated
    by reference to Exhibit 10.13 to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2004).10
.30



Thermadyne Holdings Corporation Non-Employee Directors
    Stock Option Agreement (incorporated by reference to Exhibit
    10.1 to the Companys Quarterly Report on Form 10-Q (File
    No. 0-23378) for the quarter ended September 30, 2003).10
.31



Thermadyne Holdings Corporation Non-Employee Directors
    Deferred Stock Compensation Plan (incorporated by reference to
    Exhibit 10.15 to the Companys Annual Report on Form 10-K
    (File No. 0-23378)
    for the year ended December 31, 2003).10
.32



Amended and Restated Thermadyne Holdings Corporation
    Non-Employee Directors Deferred Fee Plan (incorporated by
    reference to Exhibit 10.34 to the Companys Annual Report
    on Form 10-K (File No. 1-13023) for the year ended December
    31, 2008).10
.33



2004 Non-Employee Directors Stock Option Plan (incorporated by
    reference to the Companys Definitive Proxy Statement on
    Schedule 14A (File No. 0-23378) filed on March 24, 2004).10
.34



Form of 2004 Non-Employee Directors Stock Option Agreement
    (incorporated by reference to Exhibit 10.27 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.35



Thermadyne Holdings Corporation 2004 Stock Incentive Plan
    (incorporated by reference to the Companys Definitive
    Proxy Statement on Schedule 14A (File No. 0-23378) filed on
    March 24, 2004).10
.36



Thermadyne Holdings Corporation Amended and Restated 2004 Stock
    Incentive Plan (incorporated by reference to the Companys
    Definitive Proxy Statement on Schedule 14A (File No. 1-13023)
    filed on April 21, 2008). 82




---



##### Table of Contents



ExhibitNo.



Exhibit10
.37



Form of 2004 Stock Incentive Plan Option Agreement (incorporated
    by reference to Exhibit 10.39 to the Companys Annual
    Report on Form 10-K (File No. 0-23378) for the year ended
    December 31, 2006).10
.38



Form of 2004 Stock Incentive Plan Restricted Stock Agreement
    (incorporated by reference to Exhibit 10.40 to the
    Companys Annual Report on Form 10-K (File No. 1-13023) for
    the year ended December 31, 2008).10
.39



Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on Form
    8-K (File No. 1-13023) filed on October 9, 2007).10
.40



Acquisition Agreement dated as of December 22, 2005, by and
    between Thermadyne Italia, S.R.L., as seller, and Mase
    Generators S.P.A., as buyer (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on Form
    8-K (File No. 0-23378) filed on December 28, 2005).10
.41



Purchase Agreement dated as of December 22, 2005, by and among
    Thermadyne Chile Holdings, Ltd. and Thermadyne South America
    Holdings, Ltd., as sellers, and Soldaduras PCR Soltec Limitada
    and Penta Capital de Riesgo S.A., as buyers (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on Form 8-K (File No. 0-23378) filed on December 28,
    2005).10
.42



Sale Agreement dated March 9, 2006 between The HG A Van Zyl
    Familie Trust and Hendrik Gert Van Zyl and Thermadyne South
    Africa (Pty) Limited t/a Unique Welding Alloys and Renttech S.A.
    (Pty) Limited and Unique Welding Alloys Rustenburg (Proprietary)
    Limited t/a Thermadyne Plant Rental South Africa and Thermadyne
    Industries Inc. and Pieter Malan (incorporated by reference to
    Exhibit 10.27 to the Companys Annual Report on Form
    10-K (File No. 0-23378) for the year ended December 31, 2006).10
.43



Share Sale Agreement dated March 9, 2006 between Marthinus
    Johannes Crous and Thermadyne Industries, Inc and Thermadyne
    South Africa (Pty) Limited trading as Unique and Unique Welding
    Alloys Rustenburg (Pty) Limited trading as Thermadyne Plant
    Rental South Africa and Maxweld & Braze (Pty) Limited and
    Selrod Welding (Pty) Limited (incorporated by reference to
    Exhibit 10.28 to the Companys Annual Report on Form
    10-K (File No. 0-23378) for the year ended December 31, 2006).10
.44



Acquisition Agreement dated April 6, 2006 between Thermadyne
    Italia S.r.l. and SIGEFI Societe para Actions Simplifiee, acting
    on behalf of Siparex Italia, Fonds Commun de Placement a Risque
    and Giorgio Bassi (incorporated by reference to
    Exhibit 10.29 to the Companys Annual Report on Form
    10-K (File No. 0-23378) for the year ended December 31, 2006).10
.45



Sale of Shares and Claims Agreement dated February 5, 2007
    between Thermadyne Industries, Inc. and Thermaweld Industries
    (Proprietary) Limited (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on Form
    8-K (File No. 0-23398) filed on June 1, 2007).21




Subsidiaries of the Company.*23




Consent of Independent Registered Public Accounting Firm.*31
.1



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*31
.2



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.1



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted by Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted by Section 906 of the Sarbanes-Oxley Act of 2002.*     
    
    Indicates a management contract or compensatory plan or
    arrangement.*
    
    Filed herewith. 83