<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended               March 31, 2003
                              --------------------------------------------------
                                                  OR

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

For the transition period from                     to
                               -------------------    --------------------------

                     Commission file number    0-23378
                                            -------------

                         Thermadyne Holdings Corporation
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                       74-2482571
-------------------------------------       ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation  or Organization)


                        Commission file number    333-57457
                                              -----------------

                               Thermadyne Mfg. LLC
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                      74-2878452
--------------------------------------     -------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification  No.)
 Incorporation or Organization)

                        Commission file number    333-57457
                                               ---------------

                            Thermadyne Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

           Delaware                                   74-2878453
------------------------------------       -------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification  No.)
Incorporation or Organization)

16052 Swingley Ridge Road, Suite 300, Chesterfield,  MO             63017
-------------------------------------------------------        ----------------
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's Telephone Number, Including Area Code    (314) 721-5573
                                                  ---------------------

Indicate by [X] whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                                         Yes   X     No
                                             ----       ----

Indicate by [X] whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
                                         Yes         No  X
                                             ----       ----

The number of shares outstanding of the issuer's common stock, par value $0.01
per share, as of April 29, 2003 was 3,590,326.

Thermadyne Mfg. LLC and Thermadyne Capital Corp. meet the conditions set forth
in General Instruction H(1) of Form 10-Q and are therefore filing this form with
the reduced disclosure format.


<PAGE>



                         THERMADYNE HOLDINGS CORPORATION

                                      INDEX

PART I - FINANCIAL INFORMATION

<Table>
<Caption>
<S>                                                                                                               <C>
      Item 1.     Condensed Consolidated Financial Statements of
                  Thermadyne Holdings Corporation (Unaudited)

                  Condensed Consolidated Balance Sheets...............................................................3
                  Condensed Consolidated Statements of Operations.....................................................4
                  Condensed Consolidated Statements of Cash Flows.....................................................5
                  Notes to Condensed Consolidated Financial Statements.............................................6-17

                  Condensed Consolidated Financial Statements of Thermadyne Mfg. LLC (Unaudited)

                  Condensed Consolidated Balance Sheets..............................................................18
                  Condensed Consolidated Statements of Operations....................................................19
                  Condensed Consolidated Statements of Cash Flows....................................................20
                  Notes to Condensed Consolidated Financial Statements............................................21-33

      Item 2.     Management's Discussion and Analysis
                  of Financial Condition and Results of Operations................................................34-40

      Item 4.     Controls and Procedures ...........................................................................41


PART II - OTHER INFORMATION

      Item 6.     Exhibits and Reports on Form 8-K...................................................................42

SIGNATURES........................................................................................................43-45

CERTIFICATIONS....................................................................................................46-51
</Table>






<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)



<Table>
<Caption>
                                                                                          March 31,       December 31,
                                                                                            2003             2002
                                                                                       --------------    --------------
                                                                                        (Unaudited)
<S>                                                                                    <C>               <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                                          $       13,224    $       17,413
    Accounts receivable, less allowance for doubtful
       accounts of $4,190 and $4,275, respectively                                             84,738            80,423
    Inventories                                                                               101,702            95,702
    Prepaid expenses and other                                                                 13,902            12,057
                                                                                       --------------    --------------
          Total current assets                                                                213,566           205,595
Property, plant and equipment, at cost, net                                                    71,912            72,291
Intangibles, at cost, net                                                                      14,498            14,321
Other assets                                                                                    5,404             5,354
                                                                                       --------------    --------------
          Total assets                                                                 $      305,380    $      297,561
                                                                                       ==============    ==============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                                                   $       28,374    $       23,855
    Accrued and other liabilities                                                              24,889            27,458
    Income taxes payable                                                                        2,471             1,658
    Current maturities of long-term obligations                                                13,307            13,328
                                                                                       --------------    --------------
         Total current liabilities                                                             69,041            66,299
Liabilities subject to compromise                                                             834,166           832,919
Long-term obligations, less current maturities                                                 17,854            17,285
Other long-term liabilities                                                                    46,465            46,201
Redeemable preferred stock (paid in kind), $0.01 par value,
    15,000,000 shares authorized and
    2,000,000 shares issued and outstanding                                                    78,509            78,509
Shareholders' deficit:
    Common stock, $0.01 par value, 30,000,000 shares authorized,
       and 3,590,286 shares issued and outstanding                                                 36                36
    Additional paid-in capital                                                               (128,523)         (128,523)
    Accumulated deficit                                                                      (567,773)         (568,963)
    Management loans                                                                           (1,660)           (1,596)
    Accumulated other comprehensive loss                                                      (42,735)          (44,606)
                                                                                       --------------    --------------
         Total shareholders' deficit                                                         (740,655)         (743,652)
                                                                                       --------------    --------------
         Total liabilities and shareholders' deficit                                   $      305,380    $      297,561
                                                                                       ==============    ==============
</Table>




     See accompanying notes to condensed consolidated financial statements.


                                        3

<PAGE>
                        THERMADYNE HOLDINGS CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                  (UNAUDITED)


<Table>
<Caption>
                                                                             Three Months        Three Months
                                                                                Ended               Ended
                                                                            March 31, 2003      March 31, 2002
                                                                           ----------------    ----------------
<S>                                                                        <C>                 <C>
Net sales                                                                  $        100,991    $        102,687
Operating expenses:
    Cost of goods sold                                                               65,090              67,549
    Selling, general and administrative expenses                                     25,546              25,990
    Amortization of intangibles                                                         205                 348
    Net periodic postretirement benefits                                                288                 288
    Special charges                                                                     376                 719
                                                                           ----------------    ----------------
    Operating income                                                                  9,486               7,793
Other income (expense):
    Interest expense (contractual interest expense of $17,917 and
       $17,869 for the three months ended March 31, 2003 and
       2002, respectively.)                                                          (5,242)             (5,980)
    Amortization of deferred financing costs                                             --                (829)
    Other, net                                                                           90                 131
                                                                           ----------------    ----------------
Income (loss) before reorganization items and income tax provision                    4,334               1,115
Reorganization items                                                                  2,206               3,150
                                                                           ----------------    ----------------
Income (loss) before income tax provision                                             2,128              (2,035)
Income tax provision                                                                    938                 716
                                                                           ----------------    ----------------
Net income (loss)                                                          $          1,190    $         (2,751)
                                                                           ================    ================

Basic and diluted income (loss) per share:
    Net income (loss)                                                      $           0.33    $          (0.77)
</Table>



     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                        THERMADYNE HOLDINGS CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                  (UNAUDITED)

<Table>
<Caption>
                                                                    Three Months      Three Months
                                                                       Ended             Ended
                                                                   March 31, 2003    March 31, 2002
                                                                   --------------    --------------
<S>                                                                <C>               <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                              $        1,190    $       (2,751)
Adjustments to reconcile net loss to
       net cash provided by (used in) operating activities:
    Net periodic postretirement benefits                                      288               288
    Depreciation                                                            3,557             3,872
    Amortization of intangibles                                               205               348
    Amortization of deferred financing costs                                   --               829
    Deferred income taxes                                                       5                57
Changes in operating assets and liabilities:
    Accounts receivable                                                    (3,047)           (6,036)
    Inventories                                                            (4,367)           (1,608)
    Prepaid expenses and other                                             (1,781)           (1,406)
    Accounts payable                                                        3,845             3,373
    Accrued and other liabilities                                          (2,895)              668
    Accrued interest                                                           --              (127)
    Income taxes payable                                                      752               581
    Other long-term liabilities                                              (438)             (864)
                                                                   --------------    --------------
       Total adjustments                                                   (3,876)              (25)
                                                                   --------------    --------------
       Net cash used in operating activities                               (2,686)           (2,776)
                                                                   --------------    --------------
Cash flows used in investing activities:
    Capital expenditures, net                                              (2,263)           (2,463)
    Change in other assets                                                   (124)             (633)
                                                                   --------------    --------------
       Net cash used in investing activities                               (2,387)           (3,096)
                                                                   --------------    --------------
Cash flows provided by (used in) financing activities:
    Change in long-term receivables                                            37               (97)
    Borrowing under debtor-in-possession credit facility                       --             1,500
    Repayment of long-term obligations                                     (1,130)             (556)
    Borrowing of long-term obligations                                      1,352             1,422
    Other                                                                     625              (350)
                                                                   --------------    --------------
       Net cash provided by financing activities                              884             1,919
                                                                   --------------    --------------
Net decrease in cash and cash equivalents                                  (4,189)           (3,953)
Cash and cash equivalents at beginning of period                           17,413            14,800
                                                                   --------------    --------------
Cash and cash equivalents at end of period                         $       13,224    $       10,847
                                                                   ==============    ==============
</Table>


     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>




                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         Thermadyne Holdings Corporation ("Thermadyne" or the "Company"), a
         Delaware corporation, is a global manufacturer of cutting and welding
         products and accessories.

         UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying unaudited condensed consolidated financial statements
         of Thermadyne have been prepared in accordance with accounting
         principles generally accepted in the United States for interim
         financial information and with the instructions to Form 10-Q and
         Article 10 of Regulation S-X. Accordingly, they do not include all of
         the information and footnotes required by accounting principles
         generally accepted in the United States for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation have been included. Operating results for the three-month
         period ended March 31, 2003 are not necessarily indicative of the
         results that may be expected for the year ended December 31, 2003. For
         further information, refer to the consolidated financial statements and
         footnotes thereto included in the Company's annual report on Form 10-K
         for the year ended December 31, 2002.

         BANKRUPTCY FILING

         On November 19, 2001, the Company and substantially all of its domestic
         subsidiaries, including Thermadyne LLC and Thermadyne Capital
         (collectively, the "Debtors"), filed voluntary petitions for relief
         under Chapter 11 of the United States Bankruptcy Code in the United
         States Bankruptcy Court for the Eastern District of Missouri (the
         "Court".) The filing resulted from insufficient liquidity, and was
         determined to be the most efficient and favorable alternative to
         restructure the Company's balance sheet. Since 1998, the Company's
         operating results have been negatively impacted by a weak industrial
         economy in the U.S. as well as difficult economic conditions in most of
         its foreign markets. The deterioration of operating results and
         liquidity made it increasingly difficult for the Company to meet all of
         its debt service obligations. Prior to filing Chapter 11, the Company
         failed to make the semi-annual interest payments on the 10.75%
         subordinated notes, due November 1, 2003 (the "Subordinated Notes"),
         which were due on May 1 and November 1, 2001, and totaled approximately
         $4.0 million. In addition, the Company failed to make an interest
         payment in the amount of $10.2 million related to the 9.875% senior
         subordinated notes, due June 1, 2008 (the "Senior Subordinated Notes"),
         which was due on June 1, 2001. The Bankruptcy Code generally prohibits
         the Company from making payments on unsecured, pre-petition debt,
         including the Senior Subordinated Notes and the Subordinated Notes,
         except pursuant to a confirmed plan of reorganization. The Company is
         in possession of its properties and assets and continues to manage the
         business as a debtor-in-possession subject to the supervision of the
         Court.

         On January 8, 2002, the Court entered the final order approving a new
         $60 million debtor-in-possession credit facility among Thermadyne LLC,
         as borrower, the Company and certain U.S. subsidiaries as guarantors,
         and a syndicate of lenders with ABN AMRO Bank N.V. as agent (the



                                       6
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

         "DIP Facility".) Prior to the final order, on November 21, 2001, the
         Court entered an interim order authorizing the Debtors to use up to $25
         million of the DIP Facility for loans and letters of credit. On
         November 19, 2002, the Court entered a final order amending the DIP
         Facility. The amendment extended the expiration date to May 21, 2003,
         and lowered the total capacity from $60 million to $50 million. All
         other terms of the DIP Facility remained substantially unchanged. The
         DIP Facility expires on the earlier of the consummation of a plan of
         reorganization or May 21, 2003. If a plan of reorganization is not
         consummated by May 21, 2003, the Company will need to seek an extension
         of the maturity of the DIP Facility. The DIP Facility is secured by
         substantially all the assets of the Debtors, including a pledge of the
         capital stock of substantially all their subsidiaries, subject to
         certain limitations with respect to foreign subsidiaries. Actual
         borrowing availability is subject to a borrowing base calculation. The
         amount available to the Company under the DIP Facility is equal to the
         sum of approximately 85% of eligible accounts receivable, 50% of
         eligible inventory and 72% of eligible fixed assets. As of March 31,
         2003, the Company's eligible accounts receivable, inventories and fixed
         assets supported access to the full amount of the DIP Facility. As of
         March 31, 2003, the Company had borrowed $10.2 million and issued
         letters of credit for $11.0 million under the DIP Facility. The DIP
         Facility contains financial covenants, including minimum levels of
         EBITDA (defined as net income or loss plus depreciation, amortization
         of goodwill, amortization of intangibles, net periodic postretirement
         benefits expense, interest expense, income taxes, amortization of
         deferred financing costs, any net loss realized in connection with the
         sale of any asset, any extraordinary loss or the non-cash portion of
         non-recurring expenses, and reorganization costs), and other customary
         provisions.

         As of December 1, 2001, the Company discontinued accruing interest on
         the Senior Subordinated Notes, the Subordinated Notes, the 12.5%
         debentures, due June 1, 2008 (the "Debentures"), and the 15% junior
         subordinated notes, due December 15, 2009 (the "Junior Notes"), and
         ceased accruing dividends on its redeemable preferred stock.
         Contractual interest on the Senior Subordinated Notes, the Subordinated
         Notes, the Debentures and the Junior Notes for the three months ended
         March 31, 2003, was $5.1 million, $1.0 million, $5.1 million and $1.5
         million, respectively. No interest was recorded for the Senior
         Subordinated Notes, the Subordinated Notes, the Debentures or the
         Junior Notes during the first quarter of 2003. For the three months
         ended March 31, 2002, contractual interest on the Senior Subordinated
         Notes, the Subordinated Notes, the Debentures and the Junior Notes
         totaled $11.9 million, of which none was recorded. Contractual
         dividends for the redeemable preferred stock were $2.9 million for the
         three-month period ended March 31, 2003, of which none was recorded.
         For the three months ended March 31, 2002, contractual dividends for
         the redeemable preferred stock were $2.6 million, with no dividends
         being recorded. As part of the Court order approving the DIP Facility,
         the Company was required to continue making periodic interest payments
         on its old syndicated senior secured credit agreement (the "Old Credit
         Facility.") This order did not approve the payment of any principal
         outstanding under the Old Credit Facility as of the petition date, or
         the payment of any future mandatory amortization of the loans. In
         total, contractual interest on the Company's obligations was $17.9
         million for each of the three-month periods ended March 31, 2003 and
         2002, respectively, which was $12.7 million and $11.9 million in excess
         of reported interest, respectively.



                                       7
<PAGE>



                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)



         Pursuant to the provisions of the Bankruptcy Code, substantially all
         actions to collect upon any of the Debtors' liabilities as of the
         petition date or to enforce pre-petition date contractual obligations
         were automatically stayed. Absent approval from the Court, the Debtors
         are prohibited from paying pre-petition obligations. However, the Court
         has approved payment of certain pre-petition liabilities such as
         employee wages and benefits and certain other pre-petition obligations.
         Additionally, the Court has approved the retention of legal and
         financial professionals. Claims against the Debtors had to be filed
         with the Court on or before April 19, 2002. As debtor-in-possession,
         the Debtors have the right, subject to Court approval and certain other
         conditions, to assume or reject any pre-petition executory contracts
         and unexpired leases. Parties affected by such rejections may file
         pre-petition claims with the Court in accordance with bankruptcy
         procedures.

         On January 17, 2003, the Company filed with the Court its First Amended
         and Restated Plan of Reorganization (the "Plan of Reorganization")
         which provides for, among other things the restructuring of the
         Company's balance sheet to significantly strengthen the Company's
         financial position. The Plan of Reorganization was filed with the SEC
         on Form 8-K on February 6, 2003.

         The Court confirmed the Plan of Reorganization on April 3, 2003. Once
         the Company satisfies the conditions precedent to effectiveness of the
         Plan of Reorganization, as described in the Plan of Reorganization, the
         Company will then consummate the Plan of Reorganization and emerge from
         Chapter 11. Management anticipates that the consummation and
         effectiveness of the Plan of Reorganization will occur during the
         second calendar quarter of 2003.

         The Plan of Reorganization provides for a substantial reduction of the
         Company's long-term debt. Under the plan, the Company's total debt
         would aggregate approximately $230 million, versus the nearly $800
         million in debt and $79 million in preferred stock when the Company
         filed for Chapter 11 protection in November 2001. The Plan of
         Reorganization provides for treatment to the various classes of claims
         and equity interests as follows (as is more fully described in the Plan
         of Reorganization):

         Administrative Expense Claims, Priority Tax Claims and the Class 1
         Other Priority Claims (as each such class, and all classes described
         herein, are more fully described in the Plan of Reorganization) remain
         unaffected by the Chapter 11 cases and are to be paid in full. The
         Class 3 Other Secured Claims are also unimpaired by the Chapter 11
         cases and the holders of such claims will continue to retain their
         liens.

         The pre-petition senior secured lenders (Class 2) will exchange their
         approximately $365 million in debt and outstanding letters of credit
         for cash, up to approximately 94.5% of the new common stock of the
         Company (subject to reduction for shares of the Company's new common
         stock acquired pursuant to the subscription offering referenced below),
         the cash proceeds realized from the subscription offering, $180 million
         in Senior Debt Notes, and Series C Warrants exercisable for additional
         shares of new common stock of the Company. Under certain circumstances,
         up to an additional $23 million in Senior Debt Notes may be issued to
         the pre-petition senior secured lenders in substitution for up to 12.3%
         of the new common stock of the Company. The pre-petition senior lenders
         have agreed to transfer the Series C Warrants to certain current
         Company equity holders.


                                       8
<PAGE>

                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)



         General Unsecured Creditors (Class 4) will receive distributions of
         cash equal to the lesser of (1) a holder's pro rata share of $7,500,000
         and (2) fifty percent (50%) of such holder's claim (estimated by the
         Company to provide a recovery on such claims of 30% to 37% of the
         amount of such claims.)

         The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange
         their approximately $230 million in debt and accrued interest for
         approximately 5.5% of the new common stock of the Company, with the
         opportunity to subscribe for more shares through the subscription
         offering held pursuant to the Plan of Reorganization, and Series A
         Warrants and Series B Warrants exercisable for additional shares of new
         common stock of the Company.

         The Junior Subordinated Note Claims, the 10.75% Senior Subordinated
         Note Claims and the 12 1/2% Senior Discount Debenture Claims (Class 6,
         Class 7 and Class 8, respectively) in the aggregate amount of
         approximately $220 million will not receive any distribution under the
         Plan of Reorganization, but will have the opportunity to participate in
         the subscription offering for shares of new common stock of the
         reorganized Company.

         The Thermadyne Holdings Equity Interests (Class 9), which includes the
         existing common and preferred stock of the Company, will be cancelled
         and the holders of such interests will not receive any distribution
         pursuant to the Plan of Reorganization.

         In connection with the proposed Plan of Reorganization, the Company
         will issue the following:

         o        Senior Debt Notes in the aggregate amount of up to $203
                  million;

         o        Up to 13,300,000 shares of common stock of the reorganized
                  Company;

         o        1,157,000 Series A Warrants;

         o        700,000 Series B Warrants; and

         o        271,429 Series C Warrants.

         Upon effectiveness of the Plan of Reorganization, the Company will use
         its proposed senior secured credit facility in the aggregate amount of
         $50 million to pay the DIP Facility, for the payment of various
         pre-petition obligations, and for general working capital purposes.

         Absent a successful restructuring of the Company's balance sheet,
         substantial doubt exists about the Company's ability to continue as a
         going concern. The accompanying financial statements have been prepared
         on a going concern basis. This basis contemplates the continuity of
         operations, realization of assets, and discharge of liabilities in the
         ordinary course of business. The statements also present the assets of
         the Company at historical cost and the current intention that they will
         be realized as a going concern and in the normal course of business.
         Consummation of a Plan of Reorganization could materially change the
         amounts currently disclosed in the financial statements.



                                       9
<PAGE>

                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


         LIABILITIES SUBJECT TO COMPROMISE

         Under Chapter 11, certain claims against the debtor in existence prior
         to the filing of the petition for relief under federal bankruptcy laws
         are stayed while the debtor continues business operations as
         debtor-in-possession. These claims are shown in the accompanying
         balance sheets as "liabilities subject to compromise." Additional
         claims (liabilities subject to compromise) may arise subsequent to the
         filing date resulting from rejection of executory contracts, including
         leases, and from the determination by the Court (or agreed to by
         parties in interest) of allowed claims for contingencies and other
         disputed amounts. Claims secured against the debtor's assets also are
         stayed, although the holders of such claims have the right to move the
         Court for relief from the stay. The principal categories of liabilities
         subject to compromise consisted of the following:


<Table>
<Caption>
                                          March 31,      December 31,
                                            2003            2002
                                       --------------   --------------
<S>                                    <C>              <C>
Trade accounts payable                 $       15,949   $       15,949
Accrued and other liabilities                   3,007            3,023
Accrued interest                               24,809           24,809
Accrued income taxes                            9,088            9,086
Old Credit Facility                           357,433          356,172
Senior Subordinated Notes                     207,000          207,000
Debentures                                    145,066          145,066
Subordinated Notes                             37,060           37,060
Junior Notes                                   33,427           33,427
Other long-term obligations                     1,327            1,327
                                       --------------   --------------
        Total                          $      834,166   $      832,919
                                       ==============   ==============
</Table>

         REORGANIZATION ITEMS

         Reorganization items for the three-month period ended March 31, 2003,
         include $2.0 million of professional fees and expenses and $0.2 million
         of other reorganization costs. Reorganization items for the three-month
         period ended March 31, 2002, include $2.3 million of professional fees
         and expenses, $0.7 million of expenses related to financing fees
         associated with the DIP Facility, and $0.2 million of other
         reorganization costs.

         SPECIAL CHARGES

         Special charges during the three months ended March 31, 2003, include
         $0.3 million related to an information technology project and $0.1
         million related to the reorganization of certain domestic manufacturing
         facilities. Special charges incurred during the three months ended
         March 31, 2002, include $0.5 million related to an information
         technology transformation project and $0.2 million related to logistics
         initiatives.



                                       10
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

         STATEMENTS OF CASH FLOWS

         For purposes of the Statements of Cash Flows, the Company considers all
         highly liquid investments purchased with a maturity of three months or
         less to be cash equivalents. Interest and taxes paid were as follows:


<Table>
<Caption>
                            March 31,        March 31,
                              2003             2002
                         --------------   --------------
<S>                      <C>              <C>
Interest paid            $        5,242   $        6,104
Taxes paid                           98               88
</Table>


         Operating cash disbursements for the three-month period ended March 31,
         2003, related to the reorganization include $2.0 million for
         professional fees and expenses and $0.2 million for other
         reorganization costs. For the three months ended March 31, 2002,
         operating cash disbursements resulting from the reorganization include
         $2.3 million of professional fees and expenses, $0.4 million of fees
         related to the DIP Facility, and $0.1 million of other reorganization
         costs.

         INCOME (LOSS) PER SHARE

         The following table sets forth the information used in the computation
         of basic and diluted income (loss) per share for the periods indicated.


<Table>
<Caption>
                                                              Three Months     Three Months
                                                                 Ended            Ended
                                                               March 31,         March 31,
                                                                  2003             2002
                                                             --------------   --------------
<S>                                                          <C>              <C>
Numerator:
     Net income (loss)                                       $        1,190   $       (2,751)
                                                             ==============   ==============

Denominator:
     Weighted average shares for basic and diluted
        earnings per share                                        3,590,286        3,590,286
                                                             ==============   ==============

Basic and diluted income (loss) per share:
     Net income (loss)                                       $         0.33   $        (0.77)
                                                             ==============   ==============
</Table>


                                       11
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


2.       INVENTORIES

         The composition of inventories was as follows:

<Table>
<Caption>
                          March 31,       December 31,
                            2003             2002
                       --------------   --------------
<S>                    <C>              <C>
Raw materials          $       17,788   $       15,881
Work-in-process                30,705           26,413
Finished Goods                 52,297           52,488
LIFO reserve                      912              920
                       --------------   --------------
Total                  $      101,702   $       95,702
                       ==============   ==============
</Table>


3.       SEGMENT INFORMATION

         The Company reports its segment information by geographic region.
         Although the Company's domestic operation is comprised of several
         individual business units, similarity of products, paths to market, end
         users, and production processes results in performance evaluation and
         decisions regarding allocation of resources being made on a combined
         basis. The Company's reportable geographic regions are the United
         States, Europe and Australia/Asia.

         The Company evaluates performance and allocates resources based
         principally on operating income net of any special charges or
         significant one-time charges. The accounting policies of the reportable
         segments are the same as those described in the summary of significant
         accounting policies. Intersegment sales are based on market prices.

         Summarized financial information concerning the Company's reportable
         segments is shown in the following table. Export sales from the United
         States are included in the United States segment. The "Other" column
         includes the elimination of intersegment sales and profits, corporate
         related items and other costs not allocated to the reportable segments.


                                       12
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                                            Other
                                               United                     Australia/     Geographic
                                               States         Europe         Asia          Regions        Other       Consolidated
                                             ------------   ----------   ------------    ------------   ----------    ------------
<S>                                          <C>            <C>          <C>             <C>            <C>           <C>
Three Months Ended March 31, 2003
    Revenue from external customers          $     61,139   $   15,295   $     11,960    $     12,814   $     (217)   $    100,991
    Intersegment revenues                           6,241        1,176             58             780       (8,255)             --
    Operating income (loss)                        16,524        1,245           (268)            452       (8,467)          9,486

Three Months Ended March 31, 2002
    Revenue from external customers          $     69,279   $   11,893   $      9,546    $     11,969   $       --    $    102,687
    Intersegment revenues                           6,332        1,499            192             725       (8,748)             --
    Operating income (loss)                        13,036          781         (1,514)            657       (5,167)          7,793
</Table>


4.       COMPREHENSIVE INCOME (LOSS)

         Comprehensive income (loss) totaled $3,061 and ($3,078) for the three
         months ended March 31, 2003 and 2002, respectively.

5.       INTANGIBLE ASSETS

         In accordance with Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets", the Company ceased amortization
         of its goodwill on January 1, 2002. Goodwill had a net balance of
         approximately $10,817 and $10,625 at March 31, 2003 and December 31,
         2002, respectively. The change in the net balance of goodwill resulted
         from changes in exchange rates.

         The Company has other identifiable intangible assets such as patented
         technology, non-compete agreements and trademarks. These intangibles
         are amortized on a straight-line basis over the various estimated
         useful lives, which generally range from three to 25 years. The total
         cost of these intangible assets was $13,605 and $13,511 at March 31,
         2003 and December 31, 2002, respectively. Accumulated amortization
         totaled $9,924 and $9,815 at March 31, 2003 and December 31, 2002,
         respectively. Amortization expense amounted to $205 and $348 for the
         three-month periods ended March 31, 2003 and 2002, respectively.
         Amortization expense is expected to be approximately $820 in each of
         2003 and 2004, and $500 per year for 2005 through 2007.

6.       LONG-TERM OBLIGATIONS

         The DIP Facility provides for total borrowings of up to $50 million, of
         which up to $15 million may be used for letters of credit. Actual
         borrowing availability is subject to a borrowing base calculation,
         which is equal to the sum of approximately 85% of eligible accounts
         receivable, 50% of eligible inventory and 72% of eligible fixed assets.
         As of March 31, 2003, the Company's eligible accounts receivable,
         inventories and fixed assets supported access to the full amount of the
         DIP Facility less outstanding borrowings and letters of credit. The DIP
         Facility expires on the



                                       13
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


         earlier of the consummation of a Plan of Reorganization or May 21,
         2003. If the Plan of Reorganization is not consummated by May 21, 2003,
         the Company will need to seek an extension of the maturity of the DIP
         Facility. As of March 31, 2003, the Company had borrowed $10.2 million
         and issued letters of credit of $11.0 million under the DIP Facility.

7.       DEBTOR FINANCIAL INFORMATION

         The following is condensed combined financial information for the
         Debtors. The combined financial statements have been prepared on the
         same basis as the consolidated financial statements. Liabilities
         subject to compromise shown on the March 31, 2003, and December 31,
         2002 condensed combined balance sheets exclude the portion of the Term
         A Facility carried on the books of two foreign subsidiaries, which
         totaled $23,689 and $22,421, respectively.














                                       14
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


                     CONDENSED COMBINED DEBTOR BALANCE SHEET

<Table>
<Caption>
                                                        March 31,      December 31,
                                                          2003            2002
                                                       ------------    ------------
<S>                                                    <C>             <C>
ASSETS

Current Assets:
     Cash and cash equivalents                         $      2,922    $      7,379
     Accounts receivable                                     39,696          39,535
     Inventories                                             57,453          53,780
     Prepaid expenses and other                               9,533           8,280
                                                       ------------    ------------
        Total current assets                                109,604         108,974
Property, plant and equipment, at cost, net                  37,806          37,639
Intangibles, at cost, net                                     6,203           6,353
Other assets                                                  3,347           3,327
                                                       ------------    ------------
        Total assets                                   $    156,960    $    156,293
                                                       ============    ============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                  $      7,308    $      4,521
     Accrued and other liabilities                           17,422          20,653
     Income taxes payable                                       511             324
     Current maturities of long-term obligations             10,822          10,646
                                                       ------------    ------------
        Total current liabilities                            36,063          36,144
Liabilities subject to compromise                           810,477         810,491
Long-term obligations, less current maturities               11,779          11,996
Other long-term liabilities                                  36,946          36,790
Redeemable preferred stock                                   78,509          78,509
Shareholders' equity (deficit):
     Common stock                                                36              36
     Additional paid-in-capital                            (130,183)       (130,119)
     Accumulated other comprehensive loss                   (18,728)        (23,964)
     Accumulated deficit                                   (506,086)       (506,353)
                                                       ------------    ------------
        Total shareholders' deficit                        (654,961)       (660,400)
Net equity and advances to/from subsidiaries               (161,853)       (157,237)
                                                       ------------    ------------
     Total liabilities and shareholders' deficit       $    156,960    $    156,293
                                                       ============    ============
</Table>




                                       15
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


                   CONDENSED COMBINED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                    Three Months      Three Months
                                                                       Ended            Ended
                                                                     March 31,         March 31,
                                                                       2003              2002
                                                                   --------------    --------------
<S>                                                                <C>               <C>
Net sales                                                          $       72,709    $       81,130
Operating expenses:
    Cost of goods sold                                                     46,438            52,490
    Selling, general and administrative expenses                           17,507            19,629
    Amortization of other intangibles                                         152               291
    Net periodic postretirement benefits                                      288               288
    Special charges                                                           376               719
                                                                   --------------    --------------
    Operating income                                                        7,948             7,713
Other income (expense):
    Interest expense                                                       (4,534)           (4,518)
    Amortization of deferred financing costs                                   --              (829)
    Other, net                                                               (873)             (190)
                                                                   --------------    --------------
Income before reorganization items and income tax provision                 2,541             2,176
Reorganization items                                                        2,206             3,150
                                                                   --------------    --------------
Income (loss) before income tax provision                                     335              (974)
Income tax provision                                                          177               173
                                                                   --------------    --------------
Net income (loss)                                                  $          158    $       (1,147)
                                                                   ==============    ==============
</Table>




                                       16
<PAGE>


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


                   CONDENSED COMBINED STATEMENT OF CASH FLOWS

<Table>
<Caption>
                                                                  Three Months      Three Months
                                                                     Ended             Ended
                                                                   March 31,         March 31,
                                                                     2003              2002
                                                                 --------------    --------------
<S>                                                              <C>               <C>
Net cash used in operating activities                            $       (3,153)   $       (1,639)
Cash flows used in investing activities:
    Capital expenditures, net                                            (1,906)           (2,323)
    Change in other assets                                                  (22)             (723)
                                                                 --------------    --------------
       Net cash used in investing activities                             (1,928)           (3,046)
Cash flows provided by (used in) financing activities:
    Borrowing under debtor-in-possession credit facility                     --             1,500
    Repayment of long-term obligations                                      (41)              (45)
    Other                                                                   665               817
                                                                 --------------    --------------
Net cash provided by financing activities:                                  624             2,272
                                                                 --------------    --------------
Net decrease in cash and cash equivalents                                (4,457)           (2,413)
Cash and cash equivalents at beginning of year                            7,379             7,332
                                                                 --------------    --------------
Cash and cash equivalents at end of period                       $        2,922    $        4,919
                                                                 ==============    ==============
</Table>






                                       17
<PAGE>


                               THERMADYNE MFG. LLC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                                             March 31,        December 31,
                                                                                               2003              2002
                                                                                           --------------    --------------
                                                                                            (Unaudited)
<S>                                                                                        <C>               <C>
ASSETS

Current Assets:
     Cash and cash equivalents                                                             $       13,224    $       17,413
     Accounts receivable, less allowance for doubtful
        accounts of $4,190 and $4,275, respectively                                                84,738            80,423
     Inventories                                                                                  101,702            95,702
     Prepaid expenses and other                                                                    13,902            12,057
                                                                                           --------------    --------------
        Total current assets                                                                      213,566           205,595
Property, plant and equipment, at cost, net                                                        71,912            72,291
Intangibles, at cost, net                                                                          14,498            14,321
Other assets                                                                                        2,316             2,266
                                                                                           --------------    --------------
        Total assets                                                                       $      302,292    $      294,473
                                                                                           ==============    ==============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                                                      $       28,374    $       23,855
     Accrued and other liabilities                                                                 24,889            27,458
     Income taxes payable                                                                           2,471             1,658
     Current maturities of long-term obligations                                                   13,307            13,328
                                                                                           --------------    --------------
        Total current liabilities                                                                  69,041            66,299
Liabilities subject to compromise                                                                 647,724           646,477
Long-term obligations, less current maturities                                                     17,854            17,285
Other long-term liabilities                                                                        46,465            46,201
Shareholders' deficit:
     Accumulated deficit                                                                         (515,033)         (516,158)
     Accumulated other comprehensive loss                                                         (42,735)          (44,606)
                                                                                           --------------    --------------
        Total shareholders' deficit                                                              (557,768)         (560,764)
Net equity and advances to/from parent                                                             78,976            78,975
                                                                                           --------------    --------------
        Total liabilities and shareholders' deficit                                        $      302,292    $      294,473
                                                                                           ==============    ==============
</Table>




     See accompanying notes to condensed consolidated financial statements.




                                       18
<PAGE>


                               THERMADYNE MFG. LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                          Three Months      Three Months
                                                                             Ended             Ended
                                                                            March 31,        March 31,
                                                                             2003              2002
                                                                         --------------    --------------
<S>                                                                      <C>               <C>
Net sales                                                                $      100,991    $      102,687
Operating expenses:
     Cost of goods sold                                                          65,090            67,549
     Selling, general and administrative expenses                                25,546            25,990
     Amortization of intangibles                                                    205               348
     Net periodic postretirement benefits                                           288               288
     Special charges                                                                376               719
                                                                         --------------    --------------
     Operating income                                                             9,486             7,793
Other income (expense):
     Interest expense (contractual interest expense of $11,806 and
       $12,343 for the three months ended March 31, 2003 and
       2002, respectively)                                                       (5,242)           (5,980)
     Amortization of deferred financing costs                                        --              (735)
     Other, net                                                                      25                70
                                                                         --------------    --------------
Income before reorganization items and income tax provision                       4,269             1,148
Reorganization items                                                              2,206             3,150
                                                                         --------------    --------------
Income (loss) before income tax provision                                         2,063            (2,002)
Income tax provision                                                                938               716
                                                                         --------------    --------------
Net income (loss)                                                        $        1,125    $       (2,718)
                                                                         ==============    ==============
</Table>








     See accompanying notes to condensed consolidated financial statements.



                                       19
<PAGE>


                               THERMADYNE MFG. LLC
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                    Three Months      Three Months
                                                                       Ended             Ended
                                                                     March 31,         March 31,
                                                                        2003              2002
                                                                   --------------    --------------
<S>                                                                <C>               <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                              $        1,125    $       (2,718)
    Adjustments to reconcile net loss to
          net cash provided by operating activities:
       Net periodic postretirement benefits                                   288               288
       Depreciation                                                         3,557             3,872
       Amortization of intangibles                                            205               348
       Amortization of deferred financing costs                                --               735
       Deferred income taxes                                                    5                57
    Changes in operating assets and liabilities:
       Accounts receivable                                                 (3,047)           (6,036)
       Inventories                                                         (4,367)           (1,608)
       Prepaid expenses and other                                          (1,781)           (1,406)
       Accounts payable                                                     3,845             3,373
       Accrued and other liabilities                                       (2,895)              668
       Accrued interest                                                        --              (127)
       Income taxes payable                                                   752               581
       Other long-term liabilities                                           (438)             (864)
                                                                   --------------    --------------
          Total adjustments                                                (3,876)             (119)
                                                                   --------------    --------------
          Net cash used in operating activities                            (2,751)           (2,837)
                                                                   --------------    --------------
    Cash flows used in investing activities:
       Capital expenditures, net                                           (2,263)           (2,463)
       Change in other assets                                                (124)             (633)
                                                                   --------------    --------------
          Net cash used in investing activities                            (2,387)           (3,096)
                                                                   --------------    --------------
    Cash flows provided by (used in) financing activities:
       Change in long-term receivables                                         37               (97)
       Borrowing under debtor-in-possession credit facility                    --             1,500
       Repayment of long-term obligations                                  (1,130)             (556)
       Borrowing of long-term obligations                                   1,352             1,422
       Change in net equity of parent                                           1                 1
       Other                                                                  689              (290)
                                                                   --------------    --------------
          Net cash provided by financing activities                           949             1,980
                                                                   --------------    --------------
    Net decrease in cash and cash equivalents                              (4,189)           (3,953)
    Cash and cash equivalents at beginning of period                       17,413            14,800
                                                                   --------------    --------------
    Cash and cash equivalents at end of period                     $       13,224    $       10,847
                                                                   ==============    ==============
</Table>





     See accompanying notes to condensed consolidated financial statements.



                                       20
<PAGE>



                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         As used in the report, the terms "Thermadyne" and the "Company" mean
         Thermadyne Holdings Corporation, the term "Thermadyne LLC" means
         Thermadyne Mfg. LLC, a wholly owned and the principal operating
         subsidiary of Thermadyne Holdings Corporation, and the term "Thermadyne
         Capital" means Thermadyne Capital Corp., a wholly owned subsidiary of
         Thermadyne LLC. The Company is a global manufacturer of cutting and
         welding products and accessories.

         UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying unaudited condensed consolidated financial statements
         of Thermadyne LLC have been prepared in accordance with accounting
         principles generally accepted in the United States for interim
         financial information and with the instructions to Form 10-Q and
         Article 10 of Regulation S-X. Accordingly, they do not include all of
         the information and footnotes required by accounting principles
         generally accepted in the United States for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation have been included. Operating results for the three month
         period ended March 31, 2003 are not necessarily indicative of the
         results that may be expected for the year ended December 31, 2003. For
         further information, refer to the consolidated financial statements and
         footnotes thereto included in the Company's annual report on Form 10-K
         for the year ended December 31, 2002.

         CO-ISSUER

         Thermadyne Capital was formed solely for the purpose of serving as a
         co-issuer of the 9-7/8% Senior Subordinated Notes due 2008. Thermadyne
         Capital has no substantial assets or liabilities and no operations of
         any kind, and the Indenture pursuant to which the Senior Subordinated
         Notes were issued limits Thermadyne Capital's ability to acquire or
         hold any significant assets, incur any liabilities or engage in any
         business activities, other than in connection with the issuance of the
         Senior Subordinated Notes.

         BANKRUPTCY FILING

         On November 19, 2001, the Company and substantially all of its domestic
         subsidiaries, including Thermadyne LLC and Thermadyne Capital
         (collectively, the "Debtors"), filed voluntary petitions for relief
         under Chapter 11 of the United States Bankruptcy Code in the United
         States Bankruptcy Court for the Eastern District of Missouri (the
         "Court".) The filing resulted from insufficient liquidity, and was
         determined to be the most efficient and favorable alternative to
         restructure the Company's balance sheet. Since 1998, the Company's
         operating results have been negatively impacted by a weak industrial
         economy in the U.S. as well as difficult economic conditions in most of
         its foreign markets. The deterioration of operating results and
         liquidity made it increasingly difficult for the Company to meet all of
         its debt service obligations. Prior to filing



                                       21
<PAGE>

                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         Chapter 11, the Company failed to make the semi-annual interest
         payments on the 10.75% subordinated notes, due November 1, 2003 (the
         "Subordinated Notes"), which were due on May 1 and November 1, 2001,
         and totaled approximately $4.0 million. In addition, the Company failed
         to make an interest payment in the amount of $10.2 million related to
         the 9.875% senior subordinated notes, due June 1, 2008 (the "Senior
         Subordinated Notes"), which was due on June 1, 2001. The Bankruptcy
         Code generally prohibits the Company from making payments on unsecured,
         pre-petition debt, including the Senior Subordinated Notes and the
         Subordinated Notes, except pursuant to a confirmed plan of
         reorganization. The Company is in possession of its properties and
         assets and continues to manage the business as a debtor-in-possession
         subject to the supervision of the Court.

         On January 8, 2002, the Court entered the final order approving a new
         $60 million debtor-in-possession credit facility among Thermadyne LLC,
         as borrower, the Company and certain U.S. subsidiaries as guarantors,
         and a syndicate of lenders with ABN AMRO Bank N.V. as agent (the "DIP
         Facility".) Prior to the final order, on November 21, 2001, the Court
         entered an interim order authorizing the Debtors to use up to $25
         million of the DIP Facility for loans and letters of credit. On
         November 19, 2002, the Court entered a final order amending the DIP
         Facility. The amendment extended the expiration date to May 21, 2003,
         and lowered the total capacity from $60 million to $50 million. All
         other terms of the DIP Facility remained substantially unchanged. The
         DIP Facility expires on the earlier of the consummation of a plan of
         reorganization or May 21, 2003. If a plan of reorganization is not
         consummated by May 21, 2003, the Company will need to seek an extension
         of the maturity of the DIP Facility. The DIP Facility is secured by
         substantially all the assets of the Debtors, including a pledge of the
         capital stock of substantially all their subsidiaries, subject to
         certain limitations with respect to foreign subsidiaries. Actual
         borrowing availability is subject to a borrowing base calculation. The
         amount available to the Company under the DIP Facility is equal to the
         sum of approximately 85% of eligible accounts receivable, 50% of
         eligible inventory and 72% of eligible fixed assets. As of March 31,
         2003, the Company's eligible accounts receivable, inventories and fixed
         assets supported access to the full amount of the DIP Facility. As of
         March 31, 2003, the Company had borrowed $10.2 million and issued
         letters of credit for $11.0 million under the DIP Facility. The DIP
         Facility contains financial covenants, including minimum levels of
         EBITDA (defined as net income or loss plus depreciation, amortization
         of goodwill, amortization of intangibles, net periodic postretirement
         benefits expense, interest expense, income taxes, amortization of
         deferred financing costs, any net loss realized in connection with the
         sale of any asset, any extraordinary loss or the non-cash portion of
         non-recurring expenses, and reorganization costs), and other customary
         provisions.

         As of December 1, 2001, the Company discontinued accruing interest on
         the Senior Subordinated Notes and the 15% junior subordinated notes,
         due December 15, 2009 (the "Junior Notes"). Contractual interest on the
         Senior Subordinated Notes and the Junior Notes for the three months
         ended March 31, 2003, was $5.1 million and $1.5 million, respectively.
         No interest was recorded for the Senior Subordinated Notes or the
         Junior Notes during the first quarter of 2003. For the three months
         ended March 31, 2002, contractual interest on the Senior Subordinated
         Notes and the Junior Notes totaled $6.4 million, of which none was
         recorded. As part of the Court order



                                       22
<PAGE>

                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         approving the DIP Facility, the Company was required to continue making
         periodic interest payments on its old syndicated senior secured credit
         agreement (the "Old Credit Facility.") This order did not approve the
         payment of any principal outstanding under the Old Credit Facility as
         of the petition date, or the payment of any future mandatory
         amortization of the loans. In total, contractual interest on the
         Company's obligations was $11.8 million and $12.3 million for the
         three-month periods ended March 31, 2003 and 2002, respectively, which
         was $6.6 million and $6.4 million in excess of reported interest,
         respectively.

         Pursuant to the provisions of the Bankruptcy Code, substantially all
         actions to collect upon any of the Debtors' liabilities as of the
         petition date or to enforce pre-petition date contractual obligations
         were automatically stayed. Absent approval from the Court, the Debtors
         are prohibited from paying pre-petition obligations. However, the Court
         has approved payment of certain pre-petition liabilities such as
         employee wages and benefits and certain other pre-petition obligations.
         Additionally, the Court has approved the retention of legal and
         financial professionals. Claims against the Debtors had to be filed
         with the Court on or before April 19, 2002. As debtor-in-possession,
         the Debtors have the right, subject to Court approval and certain other
         conditions, to assume or reject any pre-petition executory contracts
         and unexpired leases. Parties affected by such rejections may file
         pre-petition claims with the Court in accordance with bankruptcy
         procedures.

         On January 17, 2003, the Company filed with the Court its First Amended
         and Restated Plan of Reorganization (the "Plan of Reorganization")
         which provides for, among other things the restructuring of the
         Company's balance sheet to significantly strengthen the Company's
         financial position. The Plan of Reorganization was filed with the SEC
         on Form 8-K on February 6, 2003.

         The Court confirmed the Plan of Reorganization on April 3, 2003. Once
         the Company satisfies the conditions precedent to effectiveness of the
         Plan of Reorganization, as described in the Plan of Reorganization, the
         Company will then consummate the Plan of Reorganization and emerge from
         Chapter 11. Management anticipates that the consummation and
         effectiveness of the Plan of Reorganization will occur during the
         second calendar quarter of 2003.

         The Plan of Reorganization provides for a substantial reduction of the
         Company's long-term debt. Under the plan, the Company's total debt
         would aggregate approximately $230 million, versus the nearly $800
         million in debt and $79 million in preferred stock when the Company
         filed for Chapter 11 protection in November 2001. The Plan of
         Reorganization provides for treatment to the various classes of claims
         and equity interests as follows (as is more fully described in the Plan
         of Reorganization):

         Administrative Expense Claims, Priority Tax Claims and the Class 1
         Other Priority Claims (as each such class, and all classes described
         herein, are more fully described in the Plan of Reorganization) remain
         unaffected by the Chapter 11 cases and are to be paid in full. The
         Class 3 Other Secured Claims are also unimpaired by the Chapter 11
         cases and the holders of such claims will continue to retain their
         liens.



                                       23
<PAGE>

                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         The pre-petition senior secured lenders (Class 2) will exchange their
         approximately $365 million in debt and outstanding letters of credit
         for cash, up to approximately 94.5% of the new common stock of the
         Company (subject to reduction for shares of the Company's new common
         stock acquired pursuant to the subscription offering referenced below),
         the cash proceeds realized from the subscription offering, $180 million
         in Senior Debt Notes, and Series C Warrants exercisable for additional
         shares of new common stock of the Company. Under certain circumstances,
         up to an additional $23 million in Senior Debt Notes may be issued to
         the pre-petition senior secured lenders in substitution for up to 12.3%
         of the new common stock of the Company. The pre-petition senior lenders
         have agreed to transfer the Series C Warrants to certain current
         Company equity holders.

         General Unsecured Creditors (Class 4) will receive distributions of
         cash equal to the lesser of (1) a holder's pro rata share of $7,500,000
         and (2) fifty percent (50%) of such holder's claim (estimated by the
         Company to provide a recovery on such claims of 30% to 37% of the
         amount of such claims.)

         The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange
         their approximately $230 million in debt and accrued interest for
         approximately 5.5% of the new common stock of the Company, with the
         opportunity to subscribe for more shares through the subscription
         offering held pursuant to the Plan of Reorganization, and Series A
         Warrants and Series B Warrants exercisable for additional shares of new
         common stock of the Company.

         The Junior Subordinated Note Claims, the 10.75% Senior Subordinated
         Note Claims and the 12 1/2% Senior Discount Debenture Claims (Class 6,
         Class 7 and Class 8, respectively) in the aggregate amount of
         approximately $220 million will not receive any distribution under the
         Plan of Reorganization, but will have the opportunity to participate in
         the subscription offering for shares of new common stock of the
         reorganized Company.

         The Thermadyne Holdings Equity Interests (Class 9), which includes the
         existing common and preferred stock of the Company, will be cancelled
         and the holders of such interests will not receive any distribution
         pursuant to the Plan of Reorganization.

         In connection with the proposed Plan of Reorganization, the Company
will issue the following:

         o        Senior Debt Notes in the aggregate amount of up to $203
                  million;

         o        Up to 13,300,000 shares of common stock of the reorganized
                  Company;

         o        1,157,000 Series A Warrants;

         o        700,000 Series B Warrants; and

         o        271,429 Series C Warrants.



                                       24
<PAGE>

                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         Upon effectiveness of the Plan of Reorganization, the Company will use
         its proposed senior secured credit facility in the aggregate amount of
         $50 million to pay the DIP Facility, for the payment of various
         pre-petition obligations, and for general working capital purposes.

         Absent a successful restructuring of the Company's balance sheet,
         substantial doubt exists about the Company's ability to continue as a
         going concern. The accompanying financial statements have been prepared
         on a going concern basis. This basis contemplates the continuity of
         operations, realization of assets, and discharge of liabilities in the
         ordinary course of business. The statements also present the assets of
         the Company at historical cost and the current intention that they will
         be realized as a going concern and in the normal course of business.
         Consummation of a Plan of Reorganization could materially change the
         amounts currently disclosed in the financial statements.

         LIABILITIES SUBJECT TO COMPROMISE

         Under Chapter 11, certain claims against the debtor in existence prior
         to the filing of the petition for relief under federal bankruptcy laws
         are stayed while the debtor continues business operations as
         debtor-in-possession. These claims are shown in the accompanying
         balance sheets as "liabilities subject to compromise." Additional
         claims (liabilities subject to compromise) may arise subsequent to the
         filing date resulting from rejection of executory contracts, including
         leases, and from the determination by the Court (or agreed to by
         parties in interest) of allowed claims for contingencies and other
         disputed amounts. Claims secured against the debtor's assets also are
         stayed, although the holders of such claims have the right to move the
         Court for relief from the stay. The principal categories of liabilities
         subject to compromise consisted of the following:


<Table>
<Caption>
                                        March 31,      December 31,
                                         2003             2002
                                     --------------   --------------
<S>                                  <C>              <C>
Trade accounts payable               $       15,949   $       15,949
Accrued and other liabilities                 3,007            3,023
Accrued interest                             20,493           20,493
Accrued income taxes                          9,088            9,086
Old Credit Facility                         357,433          356,172
Senior Subordinated Notes                   207,000          207,000
Junior Notes                                 33,427           33,427
Other long-term obligations                   1,327            1,327
                                     --------------   --------------
        Total                        $      647,724   $      646,477
                                     ==============   ==============
</Table>





                                       25
<PAGE>


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         REORGANIZATION ITEMS

         Reorganization items for the three-month period ended March 31, 2003,
         include $2.0 million of professional fees and expenses and $0.2 million
         of other reorganization costs. Reorganization items for the three-month
         period ended March 31, 2002, include $2.3 million of professional fees
         and expenses, $0.7 million of expenses related to financing fees
         associated with the DIP Facility, and $0.2 million of other
         reorganization costs.

         SPECIAL CHARGES

         Special charges during the three months ended March 31, 2003, include
         $0.3 million related to an information technology project and $0.1
         million related to the reorganization of certain domestic manufacturing
         facilities. Special charges incurred during the three months ended
         March 31, 2002, include $0.5 million related to an information
         technology transformation project and $0.2 million related to logistics
         initiatives.

         STATEMENTS OF CASH FLOWS

         For purposes of the Statements of Cash Flows, the Company considers all
         highly liquid investments purchased with a maturity of three months or
         less to be cash equivalents. Interest and taxes paid were as follows:


<Table>
<Caption>
                         Three Months   Three Months
                            Ended          Ended
                          March 31,       March 31,
                            2003            2002
                         ------------   ------------
<S>                      <C>            <C>
Interest paid            $      5,242   $      6,104
Taxes paid                         98             88
</Table>


         Operating cash disbursements for the three-month period ended March 31,
         2003, related to the reorganization include $2.0 million for
         professional fees and expenses and $0.2 million for other
         reorganization costs. For the three months ended March 31, 2002,
         operating cash disbursements resulting from the reorganization include
         $2.3 million of professional fees and expenses, $0.4 million of fees
         related to the DIP Facility, and $0.1 million of other reorganization
         costs.



                                       26
<PAGE>




                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


2.       INVENTORIES

         The composition of inventories was as follows:

<Table>
<Caption>
                        March 31,      December 31,
                         2003             2002
                     --------------   --------------
<S>                  <C>              <C>
Raw materials        $       17,788   $       15,881
Work-in-process              30,705           26,413
Finished Goods               52,297           52,488
LIFO reserve                    912              920
                     --------------   --------------
Total                $      101,702   $       95,702
                     ==============   ==============
</Table>



3.       SEGMENT INFORMATION

         The Company reports its segment information by geographic region.
         Although the Company's domestic operation is comprised of several
         individual business units, similarity of products, paths to market, end
         users, and production processes results in performance evaluation and
         decisions regarding allocation of resources being made on a combined
         basis. The Company's reportable geographic regions are the United
         States, Europe and Australia/Asia.

         The Company evaluates performance and allocates resources based
         principally on operating income net of any special charges or
         significant one-time charges. The accounting policies of the reportable
         segments are the same as those described in the summary of significant
         accounting policies. Intersegment sales are based on market prices.

         Summarized financial information concerning the Company's reportable
         segments is shown in the following table. Export sales from the United
         States are included in the United States segment. The "Other" column
         includes the elimination of intersegment sales and profits, corporate
         related items and other costs not allocated to the reportable segments.


<Table>
<Caption>
                                                                                   Other
                                           United                  Australia/    Geographic
                                           States       Europe        Asia         Regions        Other       Consolidated
                                         ----------   ----------   ----------    ------------   ----------    ------------
<S>                                      <C>          <C>          <C>           <C>            <C>           <C>
Three Months Ended March 31, 2003
    Revenue from external customers      $   61,139   $   15,295   $   11,960    $     12,814   $     (217)   $    100,991
    Intersegment revenues                     6,241        1,176           58             780       (8,255)             --
    Operating income (loss)                  16,524        1,245         (268)            452       (8,467)          9,486

Three Months Ended March 31, 2002
    Revenue from external customers      $   69,279   $   11,893   $    9,546    $     11,969   $       --    $    102,687
    Intersegment revenues                     6,332        1,499          192             725       (8,748)             --
    Operating income (loss)                  13,036          781       (1,514)            657       (5,167)          7,793
</Table>



                                       27
<PAGE>


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


4.       COMPREHENSIVE INCOME (LOSS)

         Comprehensive income (loss) totaled $2,996 and $(3,045) for the three
         months ended March 31, 2003 and 2002, respectively.

5.       INTANGIBLE ASSETS

         In accordance with Statement of Financial Accounting Standards No. 142,
         "Goodwill and Other Intangible Assets", the Company ceased amortization
         of its goodwill on January 1, 2002. Goodwill had a net balance of
         approximately $10,817 and $10,625 at March 31, 2003 and December 31,
         2002, respectively. The change in the net balance of goodwill resulted
         from changes in exchange rates.

         The Company has other identifiable intangible assets such as patented
         technology, non-compete agreements and trademarks. These intangibles
         are amortized on a straight-line basis over the various estimated
         useful lives, which generally range from three to 25 years. The total
         cost of these intangible assets was $13,605 and $13,511 at March 31,
         2003 and December 31, 2002, respectively. Accumulated amortization
         totaled $9,924 and $9,815 at March 31, 2003 and December 31, 2002,
         respectively. Amortization expense amounted to $205 and $348 for the
         three-month periods ended March 31, 2003 and 2002, respectively.
         Amortization expense is expected to be approximately $820 in each of
         2003 and 2004, and $500 per year for 2005 through 2007.

6.       LONG-TERM OBLIGATIONS

         The DIP Facility provides for total borrowings of up to $50 million, of
         which up to $15 million may be used for letters of credit. Actual
         borrowing availability is subject to a borrowing base calculation,
         which is equal to the sum of approximately 85% of eligible accounts
         receivable, 50% of eligible inventory and 72% of eligible fixed assets.
         As of March 31, 2003, the Company's eligible accounts receivable,
         inventories and fixed assets supported access to the full amount of the
         DIP Facility less outstanding borrowings and letters of credit. The DIP
         Facility expires on the earlier of the consummation of a Plan of
         Reorganization or May 21, 2003. If the Plan of Reorganization is not
         consummated by May 21, 2003, the Company will need to seek an extension
         of the maturity of the DIP Facility. As of March 31, 2003, the Company
         had borrowed $10.2 million and issued letters of credit for $11.0
         million under the DIP Facility.




                                       28
<PAGE>


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


7.       GUARANTOR SUBSIDIARIES AND DEBTOR FINANCIAL INFORMATION

         Guarantor Subsidiaries
         Thermadyne LLC and Thermadyne Capital, both wholly-owned subsidiaries
         of Thermadyne, issued $207 million of Senior Subordinated Notes.
         Thermadyne received all of the net proceeds from the issuance of the
         Senior Subordinated Notes and Thermadyne LLC and Thermadyne Capital are
         jointly and severally liable for all payments under the Senior
         Subordinated Notes. Additionally, the Senior Subordinated Notes are
         fully and unconditionally (as well as jointly and severally) guaranteed
         on an unsecured senior subordinated basis by certain subsidiaries of
         the Company (the "Guarantor Subsidiaries"). Each of the Guarantor
         Subsidiaries is wholly-owned by Thermadyne LLC.

         The following condensed consolidating financial information of
         Thermadyne LLC includes the accounts of Thermadyne LLC, the combined
         accounts of the Guarantor Subsidiaries and the combined accounts of the
         non-guarantor subsidiaries for the periods indicated. Separate
         financial statements of each of the Guarantor Subsidiaries are not
         presented because management has determined that such information is
         not material in assessing the Guarantor Subsidiaries.

         Debtor Financial Information
         In the following condensed financial information the combination of the
         amounts in the columns "Thermadyne LLC" and "Total Guarantors"
         represents, in all material respects, the financial position of the
         Debtors, excluding Thermadyne Holdings Corporation, as of March 31,
         2003 and December 31, 2002, and the results of operations and cash
         flows for the three month periods ended March 31, 2003 and 2002. This
         information was prepared on the same basis as the consolidated
         financial statements.




                                       29
<PAGE>



CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2003

<Table>
<Caption>
                                                         Thermadyne      Total          Total
                                                            LLC        Guarantors    Non-Guarantors     Eliminations       Total
                                                         ----------    ----------    --------------    --------------    ----------
<S>                                                      <C>           <C>           <C>               <C>               <C>
ASSETS

Current Assets:
    Cash and cash equivalents                            $       --    $    2,922    $       10,302    $           --    $   13,224
    Accounts receivable                                          --        39,696            45,042                --        84,738
    Inventories                                                  --        57,453            44,249                --       101,702
    Prepaid expenses and other                                   --         9,533             4,369                --        13,902
                                                         ----------    ----------    --------------    --------------    ----------
         Total current assets                                    --       109,604           103,962                --       213,566
Property, plant and equipment, at cost, net                      --        37,806            34,106                --        71,912
Intangibles, at cost, net                                        --         6,203             8,295                --        14,498
Investment in and advances to/from subsidiaries             168,754            --                --          (168,754)           --
Other assets                                                     --           401             1,915                --         2,316
                                                                       ----------    --------------    --------------    ----------
         Total assets                                    $  168,754    $  154,014    $      148,278    $     (168,754)   $  302,292
                                                         ==========    ==========    ==============    ==============    ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                     $       --    $    7,308    $       21,066    $           --    $   28,374
    Accrued and other liabilities                                --        17,422             7,467                --        24,889
    Income taxes payable                                         --           511             1,960                --         2,471
    Current maturities of long-term obligations              10,150           672             2,485                --        13,307
                                                         ----------    ----------    --------------    --------------    ----------
         Total current liabilities                           10,150        25,913            32,978                --        69,041
Liabilities subject to compromise                           594,661        29,371            23,692                --       647,724
Long-term obligations, less current maturities                   --        11,779             6,075                --        17,854
Other long-term liabilities                                      --        36,946             9,519                --        46,465
Shareholders' deficit:
    Accumulated deficit                                    (515,033)     (362,868)          (90,468)          453,336      (515,033)
    Accumulated other comprehensive loss                         --       (18,728)          (24,007)               --       (42,735)
                                                         ----------    ----------    --------------    --------------    ----------
         Total shareholders' deficit                       (515,033)     (381,596)         (114,475)          453,336      (557,768)
Net equity and advances to/from subsidiaries                 78,976       431,601           190,489          (622,090)       78,976
                                                         ----------    ----------    --------------    --------------    ----------
         Total liabilities and shareholders' deficit     $  168,754    $  154,014    $      148,278    $     (168,754)   $  302,292
                                                         ==========    ==========    ==============    ==============    ==========
</Table>



                                       30
<PAGE>



                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)



CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002

<Table>
<Caption>
                                                         Thermadyne      Total          Total
                                                            LLC        Guarantors    Non-Guarantors     Eliminations       Total
                                                         ----------    ----------    --------------    --------------    ----------
<S>                                                      <C>           <C>           <C>               <C>               <C>
ASSETS

Current Assets:
    Cash and cash equivalents                            $       --    $    7,379    $       10,034    $           --    $   17,413
    Restricted Cash                                              --            --                --                --            --
    Accounts receivable                                          --        39,535            40,888                --        80,423
    Inventories                                                  --        53,780            41,922                --        95,702
    Prepaid expenses and other                                   --         8,280             3,777                --        12,057
                                                         ----------    ----------    --------------    --------------    ----------
        Total current assets                                     --       108,974            96,621                --       205,595
Property, plant and equipment, at cost, net                      --        37,639            34,652                --        72,291
Intangibles, at cost, net                                        --         6,353             7,968                --        14,321
Investment in and advances to/from subsidiaries             167,628            --                --          (167,628)           --
Other assets                                                     --           239             2,027                --         2,266
                                                         ----------    ----------    --------------    --------------    ----------
        Total assets                                     $  167,628    $  153,205    $      141,268    $     (167,628)   $  294,473
                                                         ==========    ==========    ==============    ==============    ==========



LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                     $       --    $    4,521    $       19,334    $           --    $   23,855
    Accrued and other liabilities                                --        20,653             6,805                --        27,458
    Income taxes payable                                         --           324             1,334                --         1,658
    Current maturities of long-term obligations              10,150           496             2,682                --        13,328
                                                         ----------    ----------    --------------    --------------    ----------
        Total current liabilities                            10,150        25,994            30,155                --        66,299
Liabilities subject to compromise                           594,661        29,385            22,431                         646,477
Long-term obligations, less current maturities                   --        11,996             5,289                --        17,285
Other long-term liabilities                                      --        36,790             9,411                --        46,201
Shareholders' deficit:
    Accumulated deficit                                    (516,158)     (362,961)          (91,391)          454,352      (516,158)
    Accumulated other comprehensive loss                         --       (23,964)          (20,642)               --       (44,606)
                                                         ----------    ----------    --------------    --------------    ----------
        Total shareholders' deficit                        (516,158)     (386,925)         (112,033)          454,352      (560,764)
Net equity and advances to/from subsidiaries                 78,975       435,965           186,015          (621,980)       78,975
                                                         ----------    ----------    --------------    --------------    ----------
        Total liabilities and shareholders' deficit      $  167,628    $  153,205    $      141,268    $     (167,628)   $  294,473
                                                         ==========    ==========    ==============    ==============    ==========
</Table>





                                       31
<PAGE>


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003

<Table>
<Caption>
                                                       Thermadyne      Total          Total
                                                          LLC       Guarantors    Non-Guarantors     Eliminations       Total
                                                       ----------   ----------    --------------    --------------    ----------
<S>                                                    <C>          <C>           <C>               <C>               <C>
Net sales                                              $       --   $   72,709    $       43,065    $      (14,783)   $  100,991
Operating expenses:
   Cost of goods sold                                          --       46,438            33,544           (14,892)       65,090
   Selling, general and administrative expenses                --       17,507             8,039                --        25,546
   Amortization of intangibles                                 --          152                53                --           205
   Net periodic postretirement benefits                        --          288                --                --           288
   Special charges                                             --          376                --                --           376
                                                       ----------   ----------    --------------    --------------    ----------
Operating income                                               --        7,948             1,429               109         9,486
Other income (expense):
   Interest expense                                            --       (4,534)             (957)              249        (5,242)
   Equity in net loss of subsidiaries                       1,125           --                --            (1,125)           --
   Other                                                       --         (938)            1,212              (249)           25
                                                       ----------   ----------    --------------    --------------    ----------
Income before reorganization items and income
   tax provision                                            1,125        2,476             1,684            (1,016)        4,269
Reorganization items                                           --        2,206                --                --         2,206
                                                       ----------   ----------    --------------    --------------    ----------
Income before income tax provision                          1,125          270             1,684            (1,016)        2,063
Income tax provision                                           --          177               761                --           938
                                                       ----------   ----------    --------------    --------------    ----------
Net income                                             $    1,125   $       93    $          923    $       (1,016)   $    1,125
                                                       ==========   ==========    ==============    ==============    ==========
</Table>



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002

<Table>
<Caption>
                                                         Thermadyne      Total          Total
                                                            LLC        Guarantors    Non-Guarantors     Eliminations       Total
                                                         ----------    ----------    --------------    --------------    ----------
<S>                                                      <C>           <C>           <C>               <C>               <C>
Net sales                                                $       --    $   81,130    $       37,617    $      (16,060)   $  102,687
Operating expenses:
   Cost of goods sold                                            --        52,490            31,172           (16,113)       67,549
   Selling, general and administrative expenses                  --        19,629             6,361                --        25,990
   Amortization of intangibles                                   --           291                57                --           348
   Net periodic postretirement benefits                          --           288                --                --           288
   Special charges                                               --           719                --                --           719
                                                         ----------    ----------    --------------    --------------    ----------
Operating income (expense)                                       --         7,713                27                53         7,793
Other income (expense):
   Interest expense                                              --        (4,518)           (1,662)              200        (5,980)
   Amortization of deferred financing costs                      --          (735)               --                --          (735)
   Equity in net loss of subsidiaries                        (2,718)           --                --             2,718            --
   Other                                                         --          (251)              521              (200)           70
                                                         ----------    ----------    --------------    --------------    ----------
Income (loss) before reorganization items and income
   tax provision                                             (2,718)        2,209            (1,114)            2,771         1,148
Reorganization items                                             --         3,150                --                           3,150
                                                         ----------    ----------    --------------    --------------    ----------
Loss before income tax provision                             (2,718)         (941)           (1,114)            2,771        (2,002)
Income tax provision                                             --           173               543                --           716
                                                         ----------    ----------    --------------    --------------    ----------
Net loss                                                 $   (2,718)   $   (1,114)   $       (1,657)   $        2,771    $   (2,718)
                                                         ==========    ==========    ==============    ==============    ==========
</Table>




                                       32
<PAGE>


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003

<Table>
<Caption>
                                                             Thermadyne      Total           Total
                                                                LLC        Guarantors    Non-Guarantors    Eliminations     Total
                                                             ----------    ----------    --------------    ------------    --------
<S>                                                          <C>           <C>           <C>               <C>             <C>
Net cash provided by (used in) operating activities          $    1,125    $   (3,218)   $          358    $     (1,016)   $ (2,751)
Cash flows used in investing activities:
     Capital expenditures, net                                       --        (1,906)             (357)             --      (2,263)
     Change in other assets                                          --          (164)               40              --        (124)
                                                             ----------    ----------    --------------    ------------    --------
Net cash used in investing activities                                --        (2,070)             (317)             --      (2,387)
Cash flows provided by (used in) financing activities:
     Changes in long-term receivables                                --            --                37              --          37
     Borrowing under debtor-in-possession credit facility            --            --                --              --          --
     Repayment of long-term obligations                              --           (41)           (1,089)             --      (1,130)
     Borrowing of long-term obligations                              --            --             1,352              --       1,352
     Change in net equity and advances to/from
         subsidiaries                                            (1,125)       (4,364)            4,474           1,016           1
     Other                                                           --         5,236            (4,547)             --         689
                                                             ----------    ----------    --------------    ------------    --------
Net cash provided by (used in) financing activities              (1,125)          831               227           1,016         949
                                                             ----------    ----------    --------------    ------------    --------
Net decrease in cash and cash equivalents                            --        (4,457)              268              --      (4,189)
Cash and cash equivalents at beginning of period                     --         7,379            10,034              --      17,413
                                                             ----------    ----------    --------------    ------------    --------
Cash and cash equivalents at end of period                   $       --    $    2,922    $       10,302    $         --    $ 13,224
                                                             ==========    ==========    ==============    ============    ========
</Table>



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002


<Table>
<Caption>
                                                             Thermadyne      Total          Total
                                                                LLC        Guarantors    Non-Guarantors    Eliminations     Total
                                                             ----------    ----------    --------------    ------------    --------
<S>                                                          <C>           <C>           <C>               <C>             <C>
Net cash provided by (used in) operating activities          $   (3,047)   $   (1,372)   $       (1,189)   $      2,771    $ (2,837)
Cash flows used in investing activities:
   Capital expenditures, net                                         --        (2,323)             (140)             --      (2,463)
   Change in other assets                                            --          (632)               (1)             --        (633)
                                                             ----------    ----------    --------------    ------------    --------
Net cash used in investing activities                                --        (2,955)             (141)             --      (3,096)
Cash flows provided by (used in) financing activities:
   Changes in long-term receivables                                  --            --               (97)             --         (97)
   Borrowing under debtor-in-possession credit facility           1,500            --                --              --       1,500
   Repayment of long-term obligations                                --           (45)             (511)             --        (556)
   Borrowing of long-term obligations                                --            --             1,422              --       1,422
   Change in net equity and advances to/from subsidiaries         1,547           178             1,047          (2,771)          1
   Other                                                             --         1,781            (2,071)             --        (290)
                                                             ----------    ----------    --------------    ------------    --------
Net cash provided by (used in) financing activities               3,047         1,914              (210)         (2,771)      1,980
                                                             ----------    ----------    --------------    ------------    --------
Net decrease in cash and cash equivalents                            --        (2,413)           (1,540)             --      (3,953)
Cash and cash equivalents at beginning of period                     --         7,332             7,468              --      14,800
                                                             ----------    ----------    --------------    ------------    --------
Cash and cash equivalents at end of period                   $       --    $    4,919    $        5,928    $         --    $ 10,847
                                                             ==========    ==========    ==============    ============    ========
</Table>




                                       33
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Thermadyne, through its subsidiaries, is engaged in the design, manufacture and
distribution of cutting and welding products and accessories. Since 1994, the
Company has embarked on a strategy designed to focus its business exclusively on
the cutting and welding industry and enhance the Company's market position
within that industry.

BANKRUPTCY FILING

On November 19, 2001, the Company and substantially all of its domestic
subsidiaries, including Thermadyne LLC and Thermadyne Capital (collectively, the
"Debtors"), filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Eastern
District of Missouri (the "Court".) The filing resulted from insufficient
liquidity, and was determined to be the most efficient and favorable alternative
to restructure the Company's balance sheet. Since 1998, the Company's operating
results have been negatively impacted by a weak industrial economy in the U.S.
as well as difficult economic conditions in most of its foreign markets. The
deterioration of operating results and liquidity made it increasingly difficult
for the Company to meet all of its debt service obligations. Prior to filing
Chapter 11, the Company failed to make the semi-annual interest payments on the
10.75% subordinated notes, due November 1, 2003 (the "Subordinated Notes"),
which were due on May 1 and November 1, 2001, and totaled approximately $4.0
million. In addition, the Company failed to make an interest payment in the
amount of $10.2 million related to the 9.875% senior subordinated notes, due
June 1, 2008 (the "Senior Subordinated Notes"), which was due on June 1, 2001.
The Bankruptcy Code generally prohibits the Company from making payments on
unsecured, pre-petition debt, including the Senior Subordinated Notes and the
Subordinated Notes, except pursuant to a confirmed plan of reorganization. The
Company is in possession of its properties and assets and continues to manage
the business as a debtor-in-possession subject to the supervision of the Court.
The Company has a $50 million debtor-in-possession credit facility in place (see
Liquidity and Capital Resources.)

As of December 1, 2001, the Company discontinued accruing interest on the Senior
Subordinated Notes, the Subordinated Notes, the 12.5% debentures, due June 1,
2008 (the "Debentures"), and the 15% junior subordinated notes, due December 15,
2009 (the "Junior Notes"), and ceased accruing dividends on its redeemable
preferred stock. Contractual interest on the Senior Subordinated Notes, the
Subordinated Notes, the Debentures and the Junior Notes for the three months
ended March 31, 2003, was $5.1 million, $1.0 million, $5.1 million and $1.5
million, respectively. No interest was recorded for the Senior Subordinated
Notes, the Subordinated Notes, the Debentures or the Junior Notes during the
first quarter of 2003. For the three months ended March 31, 2002, contractual
interest on the Senior Subordinated Notes, the Subordinated Notes, the
Debentures and the Junior Notes totaled $11.9 million, of which none was
recorded. Contractual dividends for the redeemable preferred stock were $2.9
million for the three-month period ended March 31, 2003, of which none was
recorded. For the three months ended March 31, 2002, contractual dividends for
the redeemable preferred stock were $2.6 million, with no dividends being
recorded. As part of the Court order approving the DIP Facility, the Company was
required to continue making periodic interest payments on its old syndicated
senior secured credit agreement (the "Old Credit



                                       34
<PAGE>

Facility.") This order did not approve the payment of any principal outstanding
under the Old Credit Facility as of the petition date, or the payment of any
future mandatory amortization of the loans. In total, contractual interest on
the Company's obligations was $17.9 million for each of the three-month periods
ended March 31, 2003 and 2002, respectively, which was $12.7 million and $11.9
million in excess of reported interest, respectively.

Pursuant to the provisions of the Bankruptcy Code, substantially all actions to
collect upon any of the Debtors' liabilities as of the petition date or to
enforce pre-petition date contractual obligations were automatically stayed.
Absent approval from the Court, the Debtors are prohibited from paying
pre-petition obligations. However, the Court has approved payment of certain
pre-petition liabilities such as employee wages and benefits and certain other
pre-petition obligations. Additionally, the Court has approved the retention of
legal and financial professionals. Claims against the Debtors had to be filed
with the Court on or before April 19, 2002. As debtor-in-possession, the Debtors
have the right, subject to Court approval and certain other conditions, to
assume or reject any pre-petition executory contracts and unexpired leases.
Parties affected by such rejections may file pre-petition claims with the Court
in accordance with bankruptcy procedures.

On January 17, 2003, the Company filed with the Court its First Amended and
Restated Plan of Reorganization (the "Plan of Reorganization") which provides
for, among other things the restructuring of the Company's balance sheet to
significantly strengthen the Company's financial position. The Plan of
Reorganization was filed with the SEC on Form 8-K on February 6, 2003.

The Court confirmed the Plan of Reorganization on April 3, 2003. Once the
Company satisfies the conditions precedent to effectiveness of the Plan of
Reorganization, as described in the Plan of Reorganization, the Company will
then consummate the Plan of Reorganization and emerge from Chapter 11.
Management anticipates that the consummation and effectiveness of the Plan of
Reorganization will occur during the second calendar quarter of 2003.

The Plan of Reorganization provides for a substantial reduction of the
Company's long-term debt. Under the plan, the Company's total debt would
aggregate approximately $230 million, versus the nearly $800 million in debt and
$79 million in preferred stock when the Company filed for Chapter 11 protection
in November 2001. The Plan of Reorganization provides for treatment to the
various classes of claims and equity interests as follows (as is more fully
described in the Plan of Reorganization):

Administrative Expense Claims, Priority Tax Claims and the Class 1 Other
Priority Claims (as each such class, and all classes described herein, are more
fully described in the Plan of Reorganization) remain unaffected by the Chapter
11 cases and are to be paid in full. The Class 3 Other Secured Claims are also
unimpaired by the Chapter 11 cases and the holders of such claims will continue
to retain their liens.

The pre-petition senior secured lenders (Class 2) will exchange their
approximately $365 million in debt and outstanding letters of credit for cash,
up to approximately 94.5% of the new common stock of the Company (subject to
reduction for shares of the Company's new common stock acquired pursuant to the
subscription offering referenced below), the cash proceeds realized from the
subscription offering, $180 million in Senior Debt Notes, and Series C Warrants
exercisable for additional shares of new common stock of the Company. Under
certain circumstances, up to an additional $23 million in Senior Debt Notes may
be issued to the pre-petition senior secured lenders in substitution for up to
12.3% of the new common stock of the Company. The pre-petition senior lenders
have agreed to transfer the Series C Warrants to certain current Company equity
holders.



                                       35
<PAGE>

General Unsecured Creditors (Class 4) will receive distributions of cash equal
to the lesser of (1) a holder's pro rata share of $7,500,000 and (2) fifty
percent (50%) of such holder's claim (estimated by the Company to provide a
recovery on such claims of 30% to 37% of the amount of such claims.)

The 9 7/8% Senior Subordinated Note Holders (Class 5) will exchange their
approximately $230 million in debt and accrued interest for approximately 5.5%
of the new common stock of the Company, with the opportunity to subscribe for
more shares through the subscription offering held pursuant to the Plan of
Reorganization, and Series A Warrants and Series B Warrants exercisable for
additional shares of new common stock of the Company.

The Junior Subordinated Note Claims, the 10.75% Senior Subordinated Note Claims
and the 12 1/2% Senior Discount Debenture Claims (Class 6, Class 7 and Class 8,
respectively) in the aggregate amount of approximately $220 million will not
receive any distribution under the Plan of Reorganization, but will have the
opportunity to participate in the subscription offering for shares of new common
stock of the reorganized Company.

The Thermadyne Holdings Equity Interests (Class 9), which includes the existing
common and preferred stock of the Company, will be cancelled and the holders of
such interests will not receive any distribution pursuant to the Plan of
Reorganization.

In connection with the proposed Plan of Reorganization, the Company will issue
the following:

o    Senior Debt Notes in the aggregate amount of up to $203 million;

o    Up to 13,300,000 shares of common stock of the reorganized Company;

o    1,157,000 Series A Warrants;

o    700,000 Series B Warrants; and

o    271,429 Series C Warrants.

Upon effectiveness of the Plan of Reorganization, the Company will use its
proposed senior secured credit facility in the aggregate amount of $50 million
to pay the DIP Facility, for the payment of various pre-petition obligations,
and for general working capital purposes.

Absent a successful restructuring of the Company's balance sheet, substantial
doubt exists about the Company's ability to continue as a going concern. The
accompanying financial statements have been prepared on a going concern basis.
This basis contemplates the continuity of operations, realization of assets, and
discharge of liabilities in the ordinary course of business. The statements also
present the assets of the Company at historical cost and the current intention
that they will be realized as a going concern and in the normal course of
business. Consummation of a Plan of Reorganization could materially change the
amounts currently disclosed in the financial statements.


                                       36
<PAGE>


OVERVIEW

The following is a discussion and analysis of the condensed consolidated
financial statements of Company. The Company conducts its operations through its
wholly-owned subsidiary Thermadyne LLC. The accompanying condensed consolidated
financial statements for the Company and Thermadyne LLC are substantially the
same except for certain debt and equity securities issued by the Company, and
therefore, a separate discussion of Thermadyne LLC is not presented.

The statements in this Quarterly Report on Form 10-Q that relate to future
plans, events or performance are forward-looking statements. Actual results
could differ materially due to a variety of factors and the other risks
described in this Quarterly Report and the other documents the Company files
from time to time with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or
that reflect the occurrence of unanticipated events.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

Net sales for the three months ended March 31, 2003, were $101.0 million, which
is a 1.7% decline from the same period in 2002. Weak economic conditions,
particularly in the U.S., are the primary reason for the reduction in revenue.
Domestic sales for the first quarter of 2003 were $56.2 million compared to
$65.2 million for the first three months of 2002, which is a decrease of 13.8%.
A weak industrial economy, fueled in part by the war in Iraq, was the primary
driver behind this decline in sales. International sales were $44.8 million for
the three months ended March 31, 2003, or 19.5% higher than the $37.5 million of
sales reported for the same quarter in 2002. Strong sales growth in Europe and
Australia/Asia provided the majority of the international growth. In addition to
an increase in volume, a weakening U.S. dollar contributed to the increase in
international sales. For the three-month period ended March 31, 2003,
international sales were approximately 12% higher than the comparable quarter in
2002 as a result of changes in exchange rates.

Cost of goods sold was 64.5% of sales in the first quarter of 2003 compared to
65.8% for the same period last year. On-going efforts to reduce the Company's
cost structure were the primary reason for this improvement.

Selling, general and administrative expenses were $25.5 million for the
three-month period ended March 31, 2003, or 1.7% less than the same three-month
period last year. As a percentage of sales, selling, general and administrative
expenses were 25.3% for both of the three-month periods ended March 31, 2003 and
2002, respectively. The modest decline in selling, general and administrative
expenses compared to 2002 results from overall efforts to control spending.

Special charges during the three months ended March 31, 2003, include $0.3
million related to an information technology project and $0.1 million related to
the reorganization of certain domestic manufacturing facilities. Special charges
incurred during the three months ended March 31, 2002, include



                                       37
<PAGE>

$0.5 million related to an information technology transformation project and
$0.2 million related to logistics initiatives.

Reorganization items for the three-month period ended March 31, 2003, include
$2.0 million of professional fees and expenses and $0.2 million of other
reorganization costs. Reorganization items for the three-month period ended
March 31, 2002, include $2.3 million of professional fees and expenses, $0.7
million of expenses related to financing fees associated with the DIP Facility,
and $0.2 million of other reorganization costs.

Interest expense for the first quarter of 2003 was $5.2 million, which compares
to $6.0 million for the first quarter of 2002. The difference results primarily
from a reduction in variable interest rates.

An income tax provision of $0.9 million was recorded on pretax income of $2.1
million for the three months ended March 31, 2003. The income tax provision
differs from that determined by applying the U.S. federal statutory rate
primarily due to nondeductible expenses and the disallowance of foreign losses.
An income tax provision of $0.7 million was recorded on a pretax loss of $2.0
million for the quarter ended March 31, 2002. The income tax provision differs
from that determined by applying the U.S. federal statutory rate primarily due
to nondeductible expenses and the disallowance of foreign losses.


LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL AND CASH FLOWS

Operating activities used $2.7 million of cash during the first quarter of 2003,
which compares to a use of $2.8 million during the same three-month period in
2002. Earnings, after adjusting for non-cash expenses, were $5.2 million for the
three months ended March 31, 2003, compared to $2.6 million for the three months
ended March 31, 2002. This difference results primarily from a reduction in
reorganization items, special charges and interest expense. Operating assets and
liabilities used $7.9 million of cash in the first quarter of 2003, or $2.5
million more than during the same period last year. Accounts receivable used
$3.0 million of cash during the three months ended March 31, 2003, which
compares to cash used of $6.0 million during the comparable quarter in 2002.
Lower sales volume together with the timing of shipments was the primary reason
for the difference compared to the prior period. Inventory used $4.4 million of
cash through the first three months of 2003 compared to a use of cash of $1.6
million for the same three-month period in 2002. This difference results partly
from an increase in stock levels to ensure timely deliveries. Accrued and other
liabilities used $2.9 million of cash in the three-month period ended March 31,
2003, which compares to cash provided of $0.7 million during the same period
last year. The majority of this difference in accruals relates to timing of
payments.

Investing activities used $2.4 million during the three months ended March 31,
2003, which compares to $3.1 million of cash used for the same three-month
period in 2002. Capital expenditures were $2.3 million during the three-month
period ended March 31, 2003, which is slightly lower than the $2.5 million spent
during the same period last year.

Financing activities provided $0.9 million during the first three months of 2003
compared to cash provided of $1.9 million during the same period last year. This
difference results primarily from net long-term borrowings, which were $0.2
million during the first quarter of 2003 compared to $2.4 million during the
three months ended March 31, 2002.



                                       38
<PAGE>

Operating cash disbursements resulting from the reorganization include $2.0
million of professional fees and expenses and $0.2 million of other
reorganization costs.

LIQUIDITY

The Company's principal uses of cash will be debt service requirements under the
DIP Facility and the Old Credit Facility, capital expenditures, and working
capital. The Company expects that ongoing requirements for debt service, capital
expenditures and working capital will be funded from operating cash flow and
borrowings under the DIP Facility.

    The DIP Facility provides for total borrowings of up to $50 million, of
which up to $15 million may be used for letters of credit. Actual borrowing
availability is subject to a borrowing base calculation, which is equal to the
sum of approximately 85% of eligible accounts receivable, 50% of eligible
inventory and 72% of eligible fixed assets. As of March 31, 2003, the Company's
eligible accounts receivable, inventories and fixed assets supported access to
the full amount of the DIP Facility. Interest on the DIP Facility accrues at the
administrative agent's adjusted base rate plus 2.25% in the case of alternate
base rates loans, and at an adjusted London Interbank Offered Rate ("LIBOR")
plus 3.5% in the case of LIBOR loans. The DIP Facility is secured by
substantially all the assets of the Debtors, including a pledge of the capital
stock of substantially all their subsidiaries, subject to certain limitations
with respect to foreign subsidiaries. The DIP Facility contains financial
covenants, including minimum levels of EBITDA (defined as net income or loss
plus depreciation, amortization of goodwill, amortization of intangibles, net
periodic postretirement benefits expense, interest expense, income taxes,
amortization of deferred financing costs, any net loss realized in connection
with the sale of any asset, any extraordinary loss or the non-cash portion of
non-recurring expenses, and reorganization costs; minus any extraordinary gain)
and other customary provisions. The DIP Facility expires on the earlier of the
consummation of a plan of reorganization or May 21, 2003. If the Plan of
Reorganization is not consummated by May 21, 2003, the Company will need to seek
an extension of the maturity of the DIP Facility. At March 31, 2003, the Company
had borrowed approximately $10.2 million and issued $11.0 million of letters of
credit under the DIP Facility, resulting in availability of approximately $28.8
million.

    The Old Credit Facility bears interest, at Thermadyne LLC's option, at the
administrative agent's alternative base rate or at the reserve-adjusted LIBOR
plus, in each case, applicable margins of (i) in the case of alternative base
rate loans, (x) 1.50% for revolving and Term A loans, (y) 1.75% for Term B loans
and (z) 2.00% for Term C loans and (ii) in the case of LIBOR loans, (x) 2.75%
for revolving and Term A loans, (y) 3.00% for Term B loans and (z) 3.25% for
Term C loans. At March 31, 2003, the Company had outstanding $81.6 million in
Term A loans, $108.6 million in Term B loans, $108.6 million in Term C loans,
and $58.6 million of loans under the revolver. In addition, there were $1.4
million of letters of credit outstanding under the Old Credit Facility. As part
of the Court order approving the DIP Facility, the Company was required to
continue making periodic interest payments on the Old Credit Facility. This
order did not approve the payment of any principal outstanding under the Old
Credit Facility as of the petition date, or the payment of any future mandatory
amortization of the loans. As a result of the Chapter 11 filing and other
ongoing covenant violations, the Company has no borrowing availability under the
Old Credit Facility.

    At March 31, 2003, the Company had outstanding $207.0 million of Senior
Subordinated Notes, $37.1 million of Subordinated Notes, $145.1 million of
Debentures and $33.4 million of Junior Notes. On December 1, 2001, the Company
ceased accruing interest on all of these obligations. The Bankruptcy



                                       39
<PAGE>

Code generally prohibits the Company from making payments on unsecured,
pre-petition debt, including the Senior Subordinated Notes and the Subordinated
Notes, except pursuant to a confirmed Plan of Reorganization.

The Company anticipates its operating cash flow, together with borrowings under
the DIP Facility, will be sufficient to meet its anticipated future operating
expenses and capital expenditures and the debt service requirements of the DIP
Facility and Old Credit Facility, as allowed by the Court, as they become due.
However, the Company's ability to generate sufficient cash flow to meet its
operating needs will be affected by general economic, financial, competitive,
legislative, regulatory, business and other factors beyond its control.

















                                       40
<PAGE>




                             CONTROLS AND PROCEDURES


(a)    Evaluation of disclosure controls and procedures. The Company's Chief
       Executive Officer ("CEO") and Chief Financial Officer ("CFO") have
       reviewed and evaluated the effectiveness of the Company's disclosure
       controls and procedures (as defined in Exchange Act Rules 240.13a-14(c)
       and 15d-14(c)) as of a date within 90 days before the filing date of this
       quarterly report. Based on that evaluation, the CEO and CFO have
       concluded that the Company's current disclosure controls and procedures
       are effective in timely providing them with material information relating
       to the Company required to be disclosed in the reports the Company files
       or submits under the Exchange Act.

(b)    Changes in internal controls. There have not been any significant changes
       in the Company's internal controls or in other factors that could
       significantly affect these controls subsequent to the date of their
       evaluation. There were no significant deficiencies or material
       weaknesses, and therefore no corrective actions were taken.













                                       41
<PAGE>


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  Thermadyne Holdings Corporation

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

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

                  Thermadyne Mfg. LLC

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

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

                  Thermadyne Capital Corp.

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

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



         b)       Reports on Form 8-K

                  February 6, 2003




                                       42
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 THERMADYNE HOLDINGS CORPORATION



                               By:  /s/  Karl R. Wyss
                                  ---------------------------------------------
                                    Karl R. Wyss
                                    Chairman of the Board and
                                    Chief Executive Officer
                                    (Principal Executive Officer)




                               By:  /s/ James H. Tate
                                  ----------------------------------------------
                                    James H. Tate
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



Date:    May 15, 2003













                                       43
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                            THERMADYNE MFG. LLC



                            By:    /s/ Karl R. Wyss
                               ------------------------------------------------
                                   Karl R. Wyss
                                   Chairman of the Board and
                                   Chief Executive Officer
                                   (Principal Executive Officer)




                            By:     /s/ James H. Tate
                               ------------------------------------------------
                                   James H. Tate
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



Date:    May 15, 2003















                                       44
<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                             THERMADYNE CAPITAL CORP.



                             By:    /s/  Karl R. Wyss
                                 ----------------------------------------------
                                    Karl R. Wyss
                                    Chairman of the Board and
                                    Chief Executive Officer
                                    (Principal Executive Officer)




                             By:    /s/ James H. Tate
                                 ----------------------------------------------
                                    James H. Tate
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



Date:    May 15, 2003


















                                       45
<PAGE>




                                 CERTIFICATIONS

I, Karl R. Wyss, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne
         Holdings Corporation.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                                By:        /s/ Karl R. Wyss
                                    -----------------------------------------
                                           Karl R. Wyss
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)

Date:  May 15, 2003













                                       46
<PAGE>




                                 CERTIFICATIONS

I, James H. Tate, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne
         Holdings Corporation.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                        By:        /s/ James H. Tate
                            ---------------------------------------------------
                                   James H. Tate
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

Date:    May 15, 2003









                                       47
<PAGE>




                                 CERTIFICATIONS

I, Karl R. Wyss, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne Mfg.
         LLC.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                        By:     /s/ Karl R. Wyss
                            -------------------------------------
                                Karl R. Wyss
                                Chairman of the Board and
                                Chief Executive Officer
                                (Principal Executive Officer)

Date:    May 15, 2003







                                       48
<PAGE>


                                 CERTIFICATIONS

I, James H. Tate, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne Mfg.
         LLC.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                       By:       /s/ James H. Tate
                           ---------------------------------------------------
                                 James H. Tate
                                 Senior Vice President and
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

Date:    May 15, 2003











                                       49
<PAGE>


                                 CERTIFICATIONS

I, Karl R. Wyss, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne
         Capital Corp.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                     By:       /s/ Karl R. Wyss
                         -------------------------------------------
                               Karl R. Wyss
                               Chairman of the Board and
                               Chief Executive Officer
                               (Principal Executive Officer)

Date:    May 15, 2003









                                       50
<PAGE>


                                 CERTIFICATIONS

I, James H. Tate, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Thermadyne
         Capital Corp.

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge, the financial statements and other financial
         information included in the quarterly report fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         the quarterly report.

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and we have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

         c)       Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         Audit Committee of the registrant's Board of Directors (or persons
         performing the equivalent function):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                    By:       /s/ James H. Tate
                        --------------------------------------------------
                              James H. Tate
                              Senior Vice President and
                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)

Date:    May 15, 2003










                                       51
<PAGE>
                                 EXHIBIT INDEX

                  Thermadyne Holdings Corporation

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

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

                  Thermadyne Mfg. LLC

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

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

                  Thermadyne Capital Corp.

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

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