<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                    September 30, 2002
                                        ----------------------------------------
                                                        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)

101 S. Hanley, St. Louis,  MO                             63105
--------------------------------------------------------------------------------
(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
                                                                     ---    ---

The number of shares outstanding of the issuer's common stock, par value $0.01
per share, as of November 8, 2002 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


<Table>
<S>                                                                                                            <C>
PART I - FINANCIAL INFORMATION

      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............................................21-34

      Item 2. Management's Discussion and Analysis
              of Financial Condition and Results of Operations................................................35-41

      Item 4. Controls and procedures............................................................................42

PART II - OTHER INFORMATION

      Item 6. Exhibits and Reports on Form 8-K...................................................................43


SIGNATURES....................................................................................................44-46


CERTIFICATIONS................................................................................................47-52
</Table>



<PAGE>

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



<Table>
<Caption>
                                                                    September 30,  December 31,
                                                                       2002            2001
                                                                    -----------     -----------
                                                                    (Unaudited)
<S>                                                                  <C>            <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                        $  13,021      $  14,800
    Accounts receivable, less allowance for doubtful
       accounts of $3,855 and $3,376, respectively                      77,095         75,816
    Inventories                                                         97,555         89,748
    Prepaid expenses and other                                          13,360         14,600
                                                                     ---------      ---------
          Total current assets                                         201,031        194,964
Property, plant and equipment, at cost, net                             74,745         81,012
Deferred financing costs, net                                           11,340         13,825
Intangibles, at cost, net                                               13,338         13,422
Deferred income taxes                                                      376            248
Other assets                                                             7,472          6,922
                                                                     ---------      ---------
          Total assets                                               $ 308,302      $ 310,393
                                                                     =========      =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                                 $  21,895      $  19,520
    Accrued and other liabilities                                       26,488         25,410
    Accrued interest                                                         5            471
    Income taxes payable                                                 1,317            508
    Current maturities of long-term obligations                         12,786         11,606
                                                                     ---------      ---------
         Total current liabilities                                      62,491         57,515
Liabilities subject to compromise                                      834,794        834,478
Long-term obligations, less current maturities                          20,543         21,084
Other long-term liabilities                                             42,881         43,868
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                                               (556,871)      (553,008)
    Management loans                                                    (1,531)        (1,344)
    Accumulated other comprehensive loss                               (44,027)       (42,222)
                                                                     ---------      ---------
         Total shareholders' deficit                                  (730,916)      (725,061)
                                                                     ---------      ---------
         Total liabilities and shareholders' deficit                 $ 308,302      $ 310,393
                                                                     =========      =========
</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     Nine Months     Nine Months
                                                             Ended             Ended            Ended            Ended
                                                          September 30,     September 30,   September 30,    September 30,
                                                               2002             2001             2002            2001
                                                          -------------     -------------   -------------    -------------

<S>                                                         <C>              <C>              <C>              <C>
Net sales                                                   $  98,610        $ 106,714        $ 309,373        $ 338,455
Operating expenses:
    Cost of goods sold                                         62,098           72,837          197,491          224,600
    Selling, general and administrative expenses               25,042           23,989           78,377           74,025
    Amortization of intangibles                                   193              570              767            1,611
    Net periodic postretirement benefits                          288              288              864              837
    Special charges                                               636            4,400            2,436           13,628
                                                            ---------        ---------        ---------        ---------
    Operating income                                           10,353            4,630           29,438           23,754
Other expense:
    Interest expense (contractual interest expense of
       $17,490 and $53,052 for the three and nine
       months ended September 30, 2002, respectively)          (5,217)         (19,576)         (16,853)         (60,870)
    Amortization of deferred financing costs                     (829)            (829)          (2,487)          (2,486)
    Other, net                                                 (1,339)          (1,663)          (2,850)          (2,433)
                                                            ---------        ---------        ---------        ---------
Income (loss) before reorganization items and
    income tax provision                                        2,968          (17,438)           7,248          (42,035)
Reorganization items                                            3,530            1,870            9,577            3,829
                                                            ---------        ---------        ---------        ---------
Loss before income tax provision                                 (562)         (19,308)          (2,329)         (45,864)
Income tax provision                                               44               26            1,534            1,676
                                                            ---------        ---------        ---------        ---------
Net loss                                                         (606)         (19,334)          (3,863)         (47,540)
Preferred stock dividends (paid in kind)                           --            2,418               --            7,030
                                                            ---------        ---------        ---------        ---------
Net loss applicable to common shares                        $    (606)       $ (21,752)       $  (3,863)       $ (54,570)
                                                            =========        =========        =========        =========

Basic and diluted loss per share amounts:
    Net loss                                                $   (0.17)       $   (5.39)       $   (1.08)       $  (13.24)
    Net loss applicable to common shares                    $   (0.17)       $   (6.06)       $   (1.08)       $  (15.20)
</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>
                                                                 Nine Months     Nine Months
                                                                     Ended           Ended
                                                                 September 30,   September 30,
                                                                     2002            2001
                                                                 -------------   -------------
<S>                                                               <C>             <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                      $ (3,863)       $(47,540)
Adjustments to reconcile net loss to
       net cash provided by (used in) operating activities:
    Net periodic postretirement benefits                               864             837
    Depreciation                                                    11,646          10,619
    Amortization of intangibles                                        767           1,611
    Amortization of deferred financing costs                         2,487           2,486
    Deferred income taxes                                               35             380
    Non-cash interest expense                                           --          15,809
Changes in operating assets and liabilities:
    Accounts receivable                                                150           1,135
    Inventories                                                     (8,155)          2,122
    Prepaid expenses and other                                       1,189          (1,720)
    Accounts payable                                                   307         (12,474)
    Accrued and other liabilities                                    1,043           2,409
    Accrued interest                                                  (476)         18,239
    Income taxes payable                                               757            (597)
    Other long-term liabilities                                     (2,272)           (714)
                                                                  --------        --------
       Total adjustments                                             8,342          40,142
                                                                  --------        --------
       Net cash provided by (used in) operating activities           4,479          (7,398)
                                                                  --------        --------
Cash flows used in investing activities:
    Capital expenditures, net                                       (6,522)        (12,003)
    Change in other assets                                            (756)           (111)
                                                                  --------        --------
       Net cash used in investing activities                        (7,278)        (12,114)
                                                                  --------        --------
Cash flows provided by (used in) financing activities:
    Change in long-term receivables                                    320            (487)
    Borrowing under debtor-in-possession credit facility             1,500              --
    Repayment of long-term obligations                              (4,247)        (10,035)
    Borrowing of long-term obligations                               3,389          40,007
    Change in accounts receivable securitization                        --           3,015
    Financing fees                                                      --              40
    Other                                                               58            (379)
                                                                  --------        --------
       Net cash provided by financing activities                     1,020          32,161
                                                                  --------        --------
Net (decrease) increase in cash and cash equivalents                (1,779)         12,649
Cash and cash equivalents at beginning of period                    14,800          10,362
                                                                  --------        --------
Cash and cash equivalents at end of period                        $ 13,021        $ 23,011
                                                                  ========        ========
</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 and
         nine-month periods ended September 30, 2002 are not necessarily
         indicative of the results that may be expected for the year ended
         December 31, 2002. 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, 2001.

         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. The DIP
         Facility expires on the earlier of the consummation of a plan of
         reorganization or November 21, 2002. On November 1, 2002, the Debtors
         filed a motion with the Court to amend the DIP Facility to extend its
         expiration date to May 21, 2003. In addition, the motion to amend the
         DIP Facility would lower the total capacity from $60 million to $50
         million. All other terms of the DIP Facility would remain substantially
         the same. On November 15, 2002, the Court will hear this motion for
         extension. The Company also expects its lenders to approve the
         extension of the DIP Facility prior to November 21, 2002. 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 September 30, 2002, 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. As of
         September 30, 2002, the Company had borrowed $10.2 million and issued
         letters of credit of $8.4 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; minus any
         extraordinary gain), 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 quarter ended
         September 30, 2002, was $5.1 million, $1.0 million, $4.8 million and
         $1.4 million, respectively, and for the nine months ended September 30,
         2002, was $15.3 million, $3.0 million, $14.0 million and $3.9 million,
         respectively. No interest was recorded for the Senior Subordinated
         Notes, the Subordinated Notes, the Debentures or the Junior Notes
         during the three or nine-month periods ended September 30, 2002.
         Contractual dividends for the redeemable preferred stock were $2.7
         million and $8.0 million for the three and nine months ended September
         30, 2002, respectively, but no dividends were recorded during these
         periods. 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
         Agreement.") 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 $17.5
         million and $53.1 million, for the three and nine-month periods ended
         September 30, 2002, respectively, which was $12.3 million and $36.2
         million in excess of reported interest, respectively.

         Pursuant to the provisions of the Bankruptcy Code, all actions to
         collect upon any of the Debtors'



                                       7
<PAGE>

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

         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
         were allowed to be filed against the Debtors through April 19, 2002. As
         debtor-in-possession, the Company has 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.

         The Company is currently developing a plan of reorganization (the "Plan
         of Reorganization") through, among other things, discussions with the
         official creditors' committee appointed in the Chapter 11 proceedings
         and the lenders. The objective of the Plan of Reorganization is to
         restructure the Company's balance sheet to significantly strengthen the
         Company's financial position.

         Management expects that a Plan of Reorganization will be completed and
         ready to file with the Court during the fourth calendar quarter of
         2002. Although management expects to file the Plan of Reorganization,
         there can be no assurance at this time that a Plan of Reorganization
         will be proposed by the Company, approved or confirmed by the Court, or
         that such plan will be consummated. On October 30, 2002, the Court
         approved the Company's motion to extend the period during which the
         Debtors may file a Plan of Reorganization through November 18, 2002. If
         the exclusivity period were to expire or be terminated, other
         interested parties, such as creditors of the Debtors, would have the
         right to propose alternative plans of reorganization.

         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. A
         Plan of Reorganization could materially change the amounts currently
         disclosed in the financial statements.

         The Company's financial statements do not present the amount which may
         ultimately be paid to settle liabilities and contingencies which may be
         allowed in the Chapter 11 case. Under Chapter 11, the rights of, and
         ultimate payment by the Company to, pre-petition creditors may be
         substantially altered. This could result in claims being paid in the
         Chapter 11 proceedings at less (and possibly substantially less) than
         100% of their face value. At this time, because of material
         uncertainties, pre-petition claims are carried at face value in the
         accompanying financial statements, and are included in the line
         "liabilities subject to compromise" on the consolidated balance sheets.
         Additionally, the interests of existing preferred and common
         shareholders could be substantially diluted or even eliminated.



                                       8
<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>
                                        September 30,    December 31,
                                             2002           2001
                                        ------------     -----------

<S>                                       <C>            <C>
Trade accounts payable                    $ 15,904       $ 17,334
Accrued and other liabilities                3,670          3,500
Accrued interest                            24,809         24,809
Accrued income taxes                        11,290         11,290
Old Credit Facility                        355,241        353,437
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          1,555
                                          --------       --------
        Total                             $834,794       $834,478
                                          ========       ========
</Table>



         REORGANIZATION ITEMS

         Reorganization items for the three-month period ended September 30,
         2002, include $3.0 million of professional fees and expenses, $0.4
         million of expenses related to financing fees associated with the DIP
         Facility, and $0.1 million of other reorganization costs. For the nine
         months ended September 30, 2002, reorganization items include $6.9
         million of professional fees and expenses, $1.4 million of expenses
         related to financing fees associated with the DIP Facility, $0.4
         million associated with a lease obligation that was rejected, $0.3
         million related to payments under the key employee retention plan
         approved by the Court, and $0.6 million of other reorganization costs.
         Reorganization costs in 2001 consisted primarily of professional fees
         and expenses.



                                       9
<PAGE>

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

         SPECIAL CHARGES

         Special charges incurred during the three months ended September 30,
         2002 include $0.5 million related to an information technology
         transformation project and $0.1 million related to logistics
         initiatives. For the nine months ended September 30, 2002, special
         charges include $1.9 million related to the information technology
         transformation initiative and $0.5 related to the logistics projects.

         Included in special charges for the three months ended September 30,
         2001, are costs of approximately $4.2 million related to the
         information technology and business reengineering project with the
         remaining costs attributable to the relocation of production to Mexico
         and Asia. For the nine months ended September 30, 2001, special charges
         include $2.2 million related to the relocation of production to Mexico
         and Asia, $10.1 million related to information technology and related
         business process reengineering projects with the balance of $1.3
         million related primarily to severance.

         RECLASSIFICATIONS

         Certain prior period amounts have been reclassified to conform to
         current period presentation. These reclassifications did not affect net
         loss.

         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>
                              Nine            Nine
                              Months          Months
                              Ended          Ended
                           September 30,    September 30,
                               2002            2001
                           -----------     ------------

<S>                          <C>             <C>
Interest paid                $17,319         $26,809
Taxes paid                       569           1,730
</Table>


         Operating cash disbursements for the nine months ended September 30,
         2002, related to the reorganization were $8.6 million and include $6.9
         million of professional fees and expenses, $0.4 million of fees related
         to the DIP Facility, $0.3 million of payments made under the key
         employee retention plan approved by the Court, $0.4 million related to
         a rejected lease obligation, and $0.6 million of other reorganization
         related disbursements. For the nine months ended September 30, 2001,
         operating cash disbursements related to the reorganization were $3.8
         million and included



                                       10
<PAGE>

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


         approximately $3.2 million of professional fees and expenses, $0.5
         million of bank fees and $0.1 million of other reorganization items.

         LOSS PER SHARE

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

<Table>
<Caption>
                                                           Three              Three               Nine              Nine
                                                           Months             Months              Months            Months
                                                           Ended              Ended               Ended             Ended
                                                         September 30,      September 30,      September 30,     September 30,
                                                            2002               2001                2002               2001
                                                         -----------        -----------        -----------        -----------
<S>                                                      <C>                <C>                <C>                <C>
Numerator:
    Net loss                                             $      (606)       $   (19,334)       $    (3,863)       $   (47,540)
    Preferred stock dividends (paid in kind)                      --             (2,418)                --             (7,030)
                                                         -----------        -----------        -----------        -----------
    Net loss applicable to common shares                 $      (606)       $   (21,752)       $    (3,863)       $   (54,570)
                                                         ===========        ===========        ===========        ===========

Denominator:
    Weighted average shares-basic and diluted              3,590,286          3,590,286          3,590,286          3,590,286
                                                         ===========        ===========        ===========        ===========

Basic and diluted loss per share amounts:
    Net loss                                             $     (0.17)       $     (5.39)       $     (1.08)       $    (13.24)
    Preferred stock dividends (paid in kind)                      --              (0.67)                --              (1.96)
                                                         -----------        -----------        -----------        -----------
    Net loss applicable to common shares                 $     (0.17)       $     (6.06)       $     (1.08)       $    (15.20)
                                                         ===========        ===========        ===========        ===========

</Table>

2.       INVENTORIES

         The composition of inventories was as follows:


<Table>
<Caption>
                                 September 30,     December 31,
                                     2002             2001
                                 -------------     ------------

<S>                               <C>               <C>
Raw materials                     $ 18,703          $ 18,142
Work-in-process                     32,141            25,517
Finished Goods                      47,576            46,442
LIFO reserve                          (865)             (353)
                                  --------          --------
Total                             $ 97,555          $ 89,748
                                  ========          ========
</Table>



                                       11
<PAGE>

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

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>
Nine Months Ended September 30, 2002
------------------------------------
    Revenue from external customers           $199,320      $ 35,936      $ 34,521       $ 39,596      $     --       $309,373
    Intersegment revenues                       17,689         4,012           446          3,301       (25,448)            --
    Operating income (loss)                     38,625         1,860          (459)         4,818       (15,406)        29,438

Nine Months Ended September 30, 2001
------------------------------------
    Revenue from external customers           $228,486      $ 33,939      $ 34,327       $ 41,703      $     --       $338,455
    Intersegment revenues                       20,456         9,426         1,261             --       (31,143)            --
    Operating income (loss)                     41,761         2,239        (2,212)         1,607       (19,641)        23,754
</Table>


4.       COMPREHENSIVE LOSS

         Comprehensive loss totaled $4,531 and $19,696 for the three months
         ended September 30, 2002 and 2001, respectively. For the nine-month
         periods ended September 30, 2002 and September 30, 2001, comprehensive
         loss was $5,668 and $52,398, respectively.

5.       LONG-TERM OBLIGATIONS

         The DIP Facility provides for total borrowings of $60 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 September
         30, 2002, the Company's eligible



                                       12
<PAGE>

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

         accounts receivable, inventories and fixed assets supported access to
         the full amount of the DIP Facility less outstanding borrowings and
         letters of credit. As of September 30, 2002, the Company had borrowed
         $10.2 million and issued letters of credit of $8.4 million under the
         DIP Facility.

         As of December 1, 2001, the Company discontinued accruing interest on
         the Senior Subordinated Notes, the Subordinated Notes, the Debentures,
         and the Junior Notes. Contractual interest on the Senior Subordinated
         Notes, the Subordinated Notes, the Debentures and the Junior Notes for
         the quarter ended September 30, 2002, was $5.1 million, $1.0 million,
         $4.8 million and $1.4 million, respectively, and for the nine months
         ended September 30, 2002, was $15.3 million, $3.0 million, $14.0
         million and $3.9 million, respectively. No interest was recorded for
         the Senior Subordinated Notes, the Subordinated Notes, the Debentures
         or the Junior Notes during the three or nine-month periods ended
         September 30, 2002. 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.

6.       RECENT ACCOUNTING PRONOUNCEMENTS

         On January 1, 2002, the Company adopted Statement of Financial
         Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142".) SFAS 142 prohibits the amortization of goodwill and
         intangible assets with indefinite useful lives. SFAS 142 requires these
         assets be reviewed for impairment at least annually. Intangible assets
         with finite lives will continue to be amortized over their estimated
         useful lives. In addition, SFAS 142 requires goodwill included in the
         carrying value of equity method investments no longer be amortized.

         The Company ceased amortization on January 1, 2002 of its goodwill,
         which had a net balance of approximately $11,355 at January 1, 2002.
         During the third quarter of 2001 the Company recorded $114 of goodwill
         amortization. Excluding this expense the Company's net loss, net loss
         applicable to common shares, basic and diluted net loss per share, and
         basic and diluted net loss applicable to common shares would have been
         $19,220, $21,638, $5.39 and $6.06, respectively. During the first nine
         months of 2001 the Company recorded $249 of goodwill amortization.
         Excluding this expense the Company's net loss, net loss applicable to
         common shares, basic and diluted net loss per share, and basic and
         diluted net loss applicable to common shares would have been $47,291,
         $54,321, $13.17 and $15.13, respectively.

         The Company capitalizes loan origination fees and other costs incurred
         arranging long-term financing as deferred financing costs. The costs
         are amortized over the respective lives of the obligations using the
         effective interest method. Deferred financing costs totaled $25,843 at
         September 30, 2002 and December 31, 2001. Accumulated amortization
         totaled $14,503 and $12,018 at September 30, 2002 and December 31,
         2001, respectively. Amortization expense amounted to $829 for the
         three-month periods ended September 30, 2002 and 2001, respectively.
         For the first nine months of 2002 and 2001, amortization expense was
         $2,487 and $2,486, respectively. Amortization expense for fiscal 2002
         to 2006 is expected to be as follows: $3,316, $3,316, $3,316, $3,316,
         and $561.



                                       13
<PAGE>

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

         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 $11,107 and $11,420 at September
         30, 2002 and December 31, 2001, respectively. Accumulated amortization
         totaled $9,470 and $9,353 at September 30, 2002 and December 31, 2001,
         respectively. Amortization expense amounted to $193 and $456 for the
         three-month periods ended September 30, 2002 and 2001, respectively,
         and was $767 and $1,362 for the nine months ended September, 30, 2002
         and 2001, respectively. Amortization expense is expected to be
         approximately $1,000 in 2002 and 2003, and approximately $425 in 2004.

         The adoption of SFAS 142 did not have a significant impact on the
         Company's financial position or results of operations. However, the
         ultimate value of the Company's assets is uncertain and may change
         materially when the Company emerges from bankruptcy.

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 September 30, 2002 and December 31,
         2001 condensed combined balance sheets exclude the portion of the Term
         A Facility carried on the books of two foreign subsidiaries, which
         totaled $21,497 and $19,824, respectively.




                                       14
<PAGE>

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


                    CONDENSED COMBINED DEBTOR BALANCE SHEETS

<Table>
<Caption>
                                                             September 30,      December 31,
                                                                 2002               2001
                                                             ------------       ------------
<S>                                                           <C>                <C>
ASSETS

Current Assets:
     Cash and cash equivalents                                $   4,590          $   7,332
     Accounts receivable                                         39,337             41,516
     Inventories                                                 58,093             51,505
     Prepaid expenses and other                                  10,191             11,360
                                                              ---------          ---------
        Total current assets                                    112,211            111,713
Property, plant and equipment, at cost, net                      40,430             42,033
Deferred financing costs, net                                    11,340             13,825
Intangibles, at cost, net                                         5,953              6,461
Other assets                                                      3,460              2,827
                                                              ---------          ---------
        Total assets                                          $ 173,394          $ 176,859
                                                              =========          =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                         $   4,677          $   4,960
     Accrued and other liabilities                               19,208             18,392
     Accrued interest                                                 1                465
     Income taxes payable                                           160                 11
     Current maturities of long-term obligations                 10,593              8,962
                                                              ---------          ---------
        Total current liabilities                                34,639             32,790
Liabilities subject to compromise                               813,297            814,654
Long-term obligations, less current maturities                   15,031             15,483
Other long-term liabilities                                      33,991             34,471
Redeemable preferred stock                                       78,509             78,509
Shareholders' equity (deficit):
     Common stock                                                    36                 36
     Additional paid-in-capital                                (130,054)          (129,867)
     Accumulated other comprehensive loss                       (21,714)           (26,914)
     Accumulated deficit                                       (495,789)          (491,447)
                                                              ---------          ---------
        Total shareholders' deficit                            (647,521)          (648,192)
Net equity and advances to/from subsidiaries                   (154,552)          (150,856)
                                                              ---------          ---------
     Total liabilities and shareholders' deficit              $ 173,394          $ 176,859
                                                              =========          =========
</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       Nine Months        Nine Months
                                                                 Ended             Ended             Ended               Ended
                                                             September 30,     September 30,      September 30,      September 30,
                                                                 2002              2001               2002                2001
                                                              ---------          ---------          ---------          ---------

<S>                                                           <C>                <C>                <C>                <C>
Net sales                                                     $  71,586          $  84,964          $ 234,832          $ 271,513
Operating expenses:
    Cost of goods sold                                           46,740             59,588            150,150            181,857
    Selling, general and administrative expenses                 17,538             17,155             57,677             52,035
    Amortization of intangibles                                     118                365                600              1,087
    Net periodic postretirement benefits                            288                288                864                837
    Special charges                                                 636              4,400              2,436             13,628
                                                              ---------          ---------          ---------          ---------
    Operating income                                              6,266              3,168             23,105             22,069
Other income (expense):
    Interest expense                                             (5,200)           (18,859)           (14,900)           (58,697)
    Amortization of deferred financing costs                       (829)              (829)            (2,487)            (2,486)
    Other, net                                                      233               (140)              (363)               769
                                                              ---------          ---------          ---------          ---------
Income (loss) before reorganization items and
    income tax provision                                            470            (16,660)             5,355            (38,345)
Reorganization items                                              3,530              1,870              9,577              3,829
                                                              ---------          ---------          ---------          ---------
Loss before income tax provision                                 (3,060)           (18,530)            (4,222)           (42,174)
Income tax provision (benefit)                                       32                (33)               234                255
                                                              ---------          ---------          ---------          ---------
Net loss                                                         (3,092)           (18,497)            (4,456)           (42,429)
Preferred stock dividends (paid in kind)                             --              2,418                 --              7,030
                                                              ---------          ---------          ---------          ---------
Net loss applicable to common shares                          $  (3,092)         $ (20,915)         $  (4,456)         $ (49,459)
                                                              =========          =========          =========          =========
</Table>



                                       16
<PAGE>

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

                   CONDENSED COMBINED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                   Nine Months       Nine Months
                                                                       Ended            Ended
                                                                   September 30,     September 30,
                                                                       2002              2001
                                                                   -------------     -------------
<S>                                                                  <C>               <C>
Net cash used in operating activities                                $   (553)         $ (9,201)
Cash flows provided by (used in) investing activities:
    Capital expenditures, net                                          (4,384)           (9,063)
    Change in other assets                                               (725)              463
                                                                     --------          --------
       Net cash used in investing activities                           (5,109)           (8,600)
Cash flows provided by (used in) financing activities:
    Borrowing under debtor-in-possession credit facility                1,500                --
    Repayment of long-term obligations                                   (139)           (5,280)
    Borrowing of long-term obligations                                    130            35,000
    Change in accounts receivable securitization                           --             3,015
    Other                                                               1,429            (4,740)
                                                                     --------          --------
Net cash provided by financing activities:                              2,920            27,995
                                                                     --------          --------
Net (decrease) increase in cash and cash equivalents                   (2,742)           10,194
Cash and cash equivalents at beginning of year                          7,332             4,536
                                                                     --------          --------
Cash and cash equivalents at end of period                           $  4,590          $ 14,730
                                                                     ========          ========
</Table>



                                       17
<PAGE>

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


<Table>
<Caption>
                                                                   September 30,        December 31,
                                                                        2002                 2001
                                                                   -------------        ------------
                                                                    (Unaudited)

<S>                                                                  <C>                <C>
ASSETS

Current Assets:
     Cash and cash equivalents                                       $  13,021          $  14,800
     Accounts receivable, less allowance for doubtful
        accounts of $3,855 and $3,376, respectively                     77,095             75,816
     Inventories                                                        97,555             89,748
     Prepaid expenses and other                                         13,360             14,600
                                                                     ---------          ---------
        Total current assets                                           201,031            194,964
Property, plant and equipment, at cost, net                             74,745             81,012
Deferred financing costs, net                                            9,206             11,409
Intangibles, at cost, net                                               13,338             13,422
Deferred income taxes                                                      376                248
Other assets                                                             4,384              3,834
                                                                     ---------          ---------
        Total assets                                                 $ 303,080          $ 304,889
                                                                     =========          =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                                $  21,895          $  19,520
     Accrued and other liabilities                                      26,488             25,410
     Accrued interest                                                        5                471
     Income taxes payable                                                1,317                508
     Current maturities of long-term obligations                        12,786             11,606
                                                                     ---------          ---------
        Total current liabilities                                       62,491             57,515
Liabilities subject to compromise                                      648,352            648,036
Long-term obligations, less current maturities                          20,543             21,084
Other long-term liabilities                                             42,881             43,868
Shareholders' deficit:
     Accumulated deficit                                              (506,134)          (502,366)
     Accumulated other comprehensive loss                              (44,027)           (42,222)
                                                                     ---------          ---------
        Total shareholders' deficit                                   (550,161)          (544,588)
Net equity and advances to/from parent                                  78,974             78,974
                                                                     ---------          ---------
        Total liabilities and shareholders' deficit                  $ 303,080          $ 304,889
                                                                     =========          =========
</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    Nine Months      Nine Months
                                                                 Ended            Ended           Ended             Ended
                                                             September 30,    September 30,    September 30,    September 30,
                                                                  2002            2001             2002              2001
                                                             ------------     -------------    -------------     ------------

<S>                                                            <C>              <C>              <C>              <C>
Net sales                                                      $  98,610        $ 106,714        $ 309,373        $ 338,455
Operating expenses:
    Cost of goods sold                                            62,098           72,837          197,491          224,600
    Selling, general and administrative expenses                  25,042           23,989           78,377           74,025
    Amortization of intangibles                                      193              570              767            1,611
    Net periodic postretirement benefits                             288              288              864              837
    Special charges                                                  636            4,400            2,436           13,628
                                                               ---------        ---------        ---------        ---------
    Operating income                                              10,353            4,630           29,438           23,754
Other expense:
    Interest expense (contractual interest expense
       of $11,676 and $38,086 for the three and
       nine month periods ended September 30, 2002)               (5,217)         (14,311)         (16,853)         (45,498)
    Amortization of deferred financing costs                        (735)            (736)          (2,205)          (2,206)
    Other, net                                                    (1,403)          (1,723)          (3,037)          (2,608)
                                                               ---------        ---------        ---------        ---------
Income (loss) before reorganization items and
    income tax provision                                           2,998          (12,140)           7,343          (26,558)
Reorganization items                                               3,530            1,870            9,577            3,829
                                                               ---------        ---------        ---------        ---------
Loss before income tax provision                                    (532)         (14,010)          (2,234)         (30,387)
Income tax provision                                                  44               26            1,534            1,676
                                                               ---------        ---------        ---------        ---------
Net loss                                                       $    (576)       $ (14,036)       $  (3,768)       $ (32,063)
                                                               =========        =========        =========        =========
</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>
                                                                        Nine Months       Nine Months
                                                                            Ended            Ended
                                                                        September 30,     September 30,
                                                                             2002             2001
                                                                        -------------     -------------
<S>                                                                       <C>               <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                              $ (3,768)         $(32,063)
    Adjustments to reconcile net loss to
          net cash provided by (used in) operating activities:
       Net periodic postretirement benefits                                    864               837
       Depreciation                                                         11,646            10,619
       Amortization of intangibles                                             767             1,611
       Amortization of deferred financing costs                              2,205             2,206
       Deferred income taxes                                                    35               380
       Non-cash interest expense                                                --             3,425
    Changes in operating assets and liabilities:
       Accounts receivable                                                     150             1,135
       Inventories                                                          (8,155)            2,122
       Prepaid expenses and other                                            1,189            (1,720)
       Accounts payable                                                        307           (12,474)
       Accrued and other liabilities                                         1,043             2,409
       Accrued interest                                                       (476)           15,251
       Income taxes payable                                                    757              (597)
       Other long-term liabilities                                          (2,272)             (714)
                                                                          --------          --------
          Total adjustments                                                  8,060            24,490
                                                                          --------          --------
          Net cash provided by (used in) operating activities                4,292            (7,573)
                                                                          --------          --------
    Cash flows used in investing activities:
       Capital expenditures, net                                            (6,522)          (12,003)
       Change in other assets                                                 (756)             (111)
                                                                          --------          --------
          Net cash used in investing activities                             (7,278)          (12,114)
                                                                          --------          --------
    Cash flows provided by financing activities:
       Change in long-term receivables                                         319              (487)
       Borrowing under debtor-in-possession credit facility                  1,500                --
       Repayment of long-term obligations                                   (4,247)          (10,035)
       Borrowing of long-term obligations                                    3,389            40,007
       Change in accounts receivable securitization                             --             3,015
       Financing fees                                                           --                40
       Other                                                                   246              (204)
                                                                          --------          --------
          Net cash provided by financing activities                          1,207            32,336
                                                                          --------          --------
    Net (decrease) increase in cash and cash equivalents                    (1,779)           12,649
    Cash and cash equivalents at beginning of period                        14,800            10,362
                                                                          --------          --------
    Cash and cash equivalents at end of period                            $ 13,021          $ 23,011
                                                                          ========          ========
</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 nine-month
         period ended September 30, 2002 are not necessarily indicative of the
         results that may be expected for the year ended December 31, 2002. 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, 2001.

         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 Chapter 11, the Company
         failed to make the semi-annual interest payments on the 10.75%



                                       21
<PAGE>

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

         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. The DIP
         Facility expires on the earlier of the consummation of a plan of
         reorganization or November 21, 2002. On November 1, 2002, the Debtors
         filed a motion with the Court to amend the DIP Facility to extend its
         expiration date to May 21, 2003. In addition, the motion to amend the
         DIP Facility would lower the total capacity from $60 million to $50
         million. All other terms of the DIP Facility would remain substantially
         the same. On November 15, 2002, the Court will hear this motion for
         extension. The Company also expects its lenders to approve the
         extension of the DIP Facility prior to November 21, 2002. 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 September 30, 2002, 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. As of
         September 30, 2002, the Company had borrowed $10.2 million and issued
         letters of credit of $4.4 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; minus any
         extraordinary gain), and other customary provisions.

         As of December 1, 2001, Thermadyne LLC 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 quarter ended
         September 30, 2002, was $5.1 million and $1.4 million, respectively,
         and for the nine months ended September 30, 2002, was $15.3 million and
         $3.9 million, respectively. No interest was recorded for the Senior
         Subordinated Notes or the Junior Notes during the three or



                                       22
<PAGE>

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

         nine-month periods ended September 30, 2002. As part of the Court order
         approving the DIP Facility, the Company was required to continue making
         period interest payments on its old syndicated senior secured credit
         agreement (the "Old Credit Agreement.") 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 $11.7 million and $36.1 million, for the
         three and nine-month periods ended September 30, 2002, respectively,
         which was $6.5 million and $19.2 million in excess of reported
         interest, respectively.

         Pursuant to the provisions of the Bankruptcy Code, 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 were allowed to be filed against the Debtors through April 19,
         2002. As debtor-in-possession, the Company has 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.

         The Company is currently developing a plan of reorganization (the "Plan
         of Reorganization") through, among other things, discussions with the
         official creditor's committee appointed in the Chapter 11 proceedings
         and the lenders. The objective of the Plan of Reorganization is to
         restructure the Company's balance sheet to significantly strengthen the
         Company's financial position.

         Management expects that a Plan of Reorganization will be completed and
         ready to file with the Court during the fourth calendar quarter of
         2002. Although management expects to file the Plan of Reorganization,
         there can be no assurance at this time that a Plan of Reorganization
         will be proposed by the Company, approved or confirmed by the Court, or
         that such plan will be consummated. On October 30, 2002, the Court
         approved the Company's motion to extend the period during which the
         Debtors may file a Plan of Reorganization through November 18, 2002. If
         the exclusivity period were to expire or be terminated, other
         interested parties, such as creditors of the Debtors, would have the
         right to propose alternative plans of reorganization.

         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. A
         Plan of Reorganization could materially change the amounts currently
         disclosed in the financial statements.



                                       23
<PAGE>

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

         The Company's financial statements do not present the amount which may
         ultimately be paid to settle liabilities and contingencies which may be
         allowed in the Chapter 11 case. Under Chapter 11, the rights of, and
         ultimate payment by the Company to, pre-petition creditors may be
         substantially altered. This could result in claims being paid in the
         Chapter 11 proceedings at less (and possibly substantially less) than
         100% of their face value. At this time, because of material
         uncertainties, pre-petition claims are carried at face value in the
         accompanying financial statements, and are included in the line
         "liabilities subject to compromise" on the consolidated balance sheets.
         Additionally, the interests of existing preferred and common
         shareholders could be substantially diluted or even eliminated.

         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>
                                          September 30,     December 31,
                                               2002             2001
                                          -------------     ------------

<S>                                         <C>              <C>
Trade accounts payable                      $ 15,904         $ 17,334
Accrued and other liabilities                  3,670            3,500
Accrued interest                              20,493           20,493
Accrued income taxes                          11,290           11,290
Old Credit Facility                          355,241          353,437
Senior Subordinated Notes                    207,000          207,000
Junior Notes                                  33,427           33,427
Other long-term obligations                    1,327            1,555
                                            --------         --------
        Total                               $648,352         $648,036
                                            ========         ========
</Table>


         REORGANIZATION ITEMS

         Reorganization items for the three-month period ended September 30,
         2002, include $3.0 million of professional fees and expenses, $0.4
         million of expenses related to financing fees associated



                                       24
<PAGE>

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

         with the DIP Facility, and $0.1 million of other reorganization costs.
         For the nine months ended September 30, 2002, reorganization items
         include $6.9 million of professional fees and expenses, $1.4 million of
         expenses related to financing fees associated with the DIP Facility,
         $0.4 million associated with a lease obligation that was rejected, $0.3
         million related to payments under the key employee retention plan
         approved by the Court, and $0.6 million of other reorganization costs.
         Reorganization costs in 2001 consisted primarily of professional fees
         and expenses.

         SPECIAL CHARGES

         Special charges incurred during the three months ended September 30,
         2002 include $0.5 million related to an information technology
         transformation project and $0.1 million related to logistics
         initiatives. For the nine months ended September 30, 2002, special
         charges include $1.9 million related to the information technology
         transformation initiative and $0.5 related to the logistics projects.

         Included in special charges for the three months ended September 30,
         2001, are costs of approximately $4.2 million related to the
         information technology and business reengineering project with the
         remaining costs attributable to the relocation of production to Mexico
         and Asia. For the nine months ended September 30, 2001, special charges
         include $2.2 million related to the relocation of production to Mexico
         and Asia, $10.1 million related to information technology and related
         business process reengineering projects with the balance of $1.3
         million related primarily to severance.

         RECLASSIFICATIONS

         Certain prior period amounts have been reclassified to conform to
         current period presentation. These reclassifications did not affect net
         loss.

         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>
                                   Nine Months         Nine Months
                                      Ended               Ended
                                  September 30,        September 30,
                                      2002                2001
                                  ------------         -------------

<S>                                  <C>                <C>
Interest paid                        $17,319            $26,809
Taxes paid                               569              1,730
</Table>



                                       25
<PAGE>

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

         Operating cash disbursements for the nine months ended September 30,
         2002, related to the reorganization were $8.6 million and include $6.9
         million of professional fees and expenses, $0.4 million of fees related
         to the DIP Facility, $0.3 million of payments made under the key
         employee retention plan approved by the Court, $0.4 million related to
         a rejected lease obligation, and $0.6 million of other reorganization
         related disbursements. For the nine months ended September 30, 2001,
         operating cash disbursements related to the reorganization were $3.8
         million and included approximately $3.2 million of professional fees
         and expenses, $0.5 million of bank fees and $0.1 million of other
         reorganization items.

2.       INVENTORIES

         The composition of inventories was as follows:

<Table>
<Caption>
                              September 30,         December 31,
                                  2002                  2001
                              -------------         ------------

<S>                             <C>                  <C>
Raw materials                   $ 18,703             $ 18,142
Work-in-process                   32,141               25,517
Finished goods                    47,576               46,442
LIFO reserve                        (865)                (353)
                                --------             --------
Total                           $ 97,555             $ 89,748
                                ========             ========
</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.



                                       26
<PAGE>

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


<Table>
<Caption>
                                                                                          Other
                                               United                     Australia/    Geographic
                                               States         Europe         Asia         Regions        Other      Consolidated
                                              ---------     --------      --------       --------      --------     ------------
<S>                                           <C>           <C>           <C>            <C>           <C>            <C>
Nine Months Ended September 30, 2002
------------------------------------
    Revenue from external customers           $199,320      $ 35,936      $ 34,521       $ 39,596      $     --       $309,373
    Intersegment revenues                       17,689         4,012           446          3,301       (25,448)            --
    Operating income (loss)                     38,625         1,860          (459)         4,818       (15,406)        29,438

Nine Months Ended September 30, 2001
------------------------------------
    Revenue from external customers           $228,486      $ 33,939      $ 34,327       $ 41,703      $     --       $338,455
    Intersegment revenues                       20,456         9,426         1,261             --       (31,143)            --
    Operating income (loss)                     41,761         2,239        (2,212)         1,607       (19,641)        23,754
</Table>

4.       COMPREHENSIVE LOSS

         Comprehensive loss totaled $4,501 and $14,398 for the three months
         ended September 30, 2002 and 2001, respectively. For the nine-month
         periods ended September 30, 2002 and 2001, comprehensive loss was
         $5,573 and $36,921, respectively.

5.       LONG-TERM OBLIGATIONS

         The DIP Facility provides for total borrowings of $60 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 September
         30, 2002, 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. As of September 30,
         2002, the Company had borrowed $10.2 million and issued letters of
         credit of $8.4 million under the DIP Facility.

         As of December 1, 2001, the Company discontinued accruing interest on
         the Senior Subordinated Notes and the Junior Notes. Contractual
         interest on the Senior Subordinated Notes and the Junior Notes for the
         quarter ended September 30, 2002, was $5.1 million and $1.4 million,
         respectively, and for the nine months ended September 30, 2002, was
         $15.3 million and $3.9 million, respectively. No interest was recorded
         for the Senior Subordinated Notes or the Junior Notes during the three
         or nine-month periods ended September 30, 2002. 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.

6.       RECENT ACCOUNTING PRONOUNCEMENTS

         On January 1, 2002, the Company adopted Statement of Financial
         Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142".) SFAS 142 prohibits the amortization of



                                       27
<PAGE>

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

         goodwill and intangible assets with indefinite useful lives. SFAS 142
         requires these assets be reviewed for impairment at least annually.
         Intangible assets with finite lives will continue to be amortized over
         their estimated useful lives. In addition, SFAS 142 requires goodwill
         included in the carrying value of equity method investments no longer
         be amortized.

         The Company ceased amortization on January 1, 2002 of its goodwill,
         which had a net balance of approximately $11,355 at January 1, 2002.
         During the third quarter of 2001 the Company recorded $114 of goodwill
         amortization, and through the first nine months of 2001 recorded
         goodwill amortization of $249. Excluding this expense the Company's net
         loss would have been $13,922 and $31,814 for the three and nine-month
         periods ended September 30, 2001, respectively.

         The Company capitalizes loan origination fees and other costs incurred
         arranging long-term financing as deferred financing costs. The costs
         are amortized over the respective lives of the obligations using the
         effective interest method. Deferred financing costs totaled $22,077 at
         September 30, 2002 and December 31, 2001. Accumulated amortization
         totaled $12,871 and $10,668 at September 30, 2002 and December 31,
         2001, respectively. Amortization expense amounted to $735 for the
         three-month period ended September 30, 2002 and was $736 for the same
         period in 2001. Amortization expense was $2,205 and $2,206 for the
         nine-month periods ended September 30, 2002 and 2001, respectively.
         Amortization expense for fiscal 2002 to 2005 is expected to be as
         follows: $2,940, $2,940, $2,940, and $2,589.

         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 $11,107 and $11,420 at September
         30, 2002 and December 31, 2001, respectively. Accumulated amortization
         totaled $9,470 and $9,353 at September 30, 2002 and December 31, 2001,
         respectively. Amortization expense amounted to $193 and $456 for the
         three-month periods ended September 30, 2002 and 2001, respectively,
         and was $767 and $1,362 for the nine months ended September, 30, 2002
         and 2001, respectively. Amortization expense is expected to be
         approximately $1,000 in 2002 and 2003 and approximately $425 in 2004.

         The adoption of SFAS 142 did not have a significant impact on the
         Company's financial position or results of operations. However, the
         ultimate value of the Company's assets is uncertain and may change
         materially when the Company emerges from bankruptcy.

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.



                                       28
<PAGE>

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

         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 September 30,
         2002 and December 31, 2001, and their results of operations and cash
         flows for the three and nine-month periods ended September 30, 2002 and
         2001. This information was prepared on the same basis as the
         consolidated financial statements.



                                       29
<PAGE>

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


CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 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                               $      --      $   4,590      $   8,431      $      --      $  13,021
    Accounts receivable                                            --         39,337         37,758             --         77,095
    Inventories                                                    --         58,093         39,462             --         97,555
    Prepaid expenses and other                                     --         10,191          3,169             --         13,360
                                                            ---------      ---------      ---------      ---------      ---------
         Total current assets                                      --        112,211         88,820             --        201,031
Property, plant and equipment, at cost, net                        --         40,430         34,315             --         74,745
Deferred financing costs, net                                   9,206             --             --             --          9,206
Intangibles, at cost, net                                          --          5,953          7,385             --         13,338
Deferred income taxes                                              --             --            376             --            376
Investment in and advances to/from subsidiaries               168,448             --             --       (168,448)            --
Other assets                                                       --            372          4,012             --          4,384
                                                            ---------      ---------      ---------      ---------      ---------
         Total assets                                       $ 177,654      $ 158,966      $ 134,908      $(168,448)     $ 303,080
                                                            =========      =========      =========      =========      =========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                        $      --      $   4,677      $  17,218      $      --      $  21,895
    Accrued and other liabilities                                  --         19,208          7,280             --         26,488
    Accrued interest                                                1             --              4             --              5
    Income taxes payable                                           --            160          1,157             --          1,317
    Current maturities of long-term obligations                10,150            443          2,193             --         12,786
                                                            ---------      ---------      ---------      ---------      ---------
         Total current liabilities                             10,151         24,488         27,852             --         62,491
Liabilities subject to compromise                             594,663         32,192         21,497             --        648,352
Long-term obligations, less current maturities                     --         15,031          5,512             --         20,543
Other long-term liabilities                                        --         33,991          8,890             --         42,881
Shareholders' deficit:
    Accumulated deficit                                      (506,134)      (354,509)       (89,863)       444,372       (506,134)
    Accumulated other comprehensive loss                           --        (21,714)       (22,313)            --        (44,027)
                                                            ---------      ---------      ---------      ---------      ---------
         Total shareholders' deficit                         (506,134)      (376,223)      (112,176)       444,372       (550,161)
Net equity and advances to/from subsidiaries                   78,974        429,487        183,333       (612,820)        78,974
                                                            ---------      ---------      ---------      ---------      ---------
         Total liabilities and shareholders' deficit        $ 177,654      $ 158,966      $ 134,908      $(168,448)     $ 303,080
                                                            =========      =========      =========      =========      =========
</Table>



                                       30
<PAGE>

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


CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001

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

Current Assets:
    Cash and cash equivalents                               $      --      $   7,332      $   7,468      $      --      $  14,800
    Restricted Cash                                                --             --             --             --             --
    Accounts receivable                                            --         41,516         34,300             --         75,816
    Inventories                                                    --         51,505         38,243             --         89,748
    Prepaid expenses and other                                     --         11,360          3,240             --         14,600
                                                            ---------      ---------      ---------      ---------      ---------
        Total current assets                                       --        111,713         83,251             --        194,964
Property, plant and equipment, at cost, net                        --         42,033         38,979             --         81,012
Deferred financing costs, net                                  11,409             --             --             --         11,409
Intangibles, at cost, net                                          --          6,461          6,961             --         13,422
Deferred income taxes                                              --             --            248             --            248
Investment in and advances to/from subsidiaries               168,839             --             --       (168,839)            --
Other assets                                                       --           (261)         4,095             --          3,834
                                                            ---------      ---------      ---------      ---------      ---------
        Total assets                                        $ 180,248      $ 159,946      $ 133,534      $(168,839)     $ 304,889
                                                            =========      =========      =========      =========      =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                        $      --      $   4,960      $  14,560      $      --      $  19,520
    Accrued and other liabilities                                  --         18,392          7,018             --         25,410
    Accrued interest                                              457              8              6             --            471
    Income taxes payable                                           --             11            497             --            508
    Current maturities of long-term obligations                 8,650            312          2,644             --         11,606
                                                            ---------      ---------      ---------      ---------      ---------
        Total current liabilities                               9,107         23,683         24,725             --         57,515
Liabilities subject to compromise                             594,533         33,679         19,824             --        648,036
Long-term obligations, less current maturities                     --         15,483          5,601             --         21,084
Other long-term liabilities                                        --         34,471          9,397             --         43,868
Shareholders' deficit:
    Accumulated deficit                                      (502,366)      (350,148)       (90,434)       440,582       (502,366)
    Accumulated other comprehensive loss                           --        (26,914)       (15,308)            --        (42,222)
                                                            ---------      ---------      ---------      ---------      ---------
        Total shareholders' deficit                          (502,366)      (377,062)      (105,742)       440,582       (544,588)
Net equity and advances to/from subsidiaries                   78,974        429,692        179,729       (609,421)        78,974
                                                            ---------      ---------      ---------      ---------      ---------
        Total liabilities and shareholders' deficit         $ 180,248      $ 159,946      $ 133,534      $(168,839)     $ 304,889
                                                            =========      =========      =========      =========      =========
</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 SEPTEMBER 30, 2002

<Table>
<Caption>
                                                         Thermadyne       Total           Total
                                                             LLC        Guarantors    Non-Guarantors   Eliminations     Total
                                                          ----------    ----------    --------------   ------------   ---------

<S>                                                       <C>            <C>            <C>            <C>            <C>
Net sales                                                 $     --       $ 71,586       $ 43,750       $(16,726)      $ 98,610
Operating expenses:
   Cost of goods sold                                           --         46,740         32,282        (16,924)        62,098
   Selling, general and administrative expenses                 --         17,538          7,504             --         25,042
   Amortization of intangibles                                  --            118             75             --            193
   Net periodic postretirement benefits                         --            288             --             --            288
   Special charges                                              --            636             --             --            636
                                                          --------       --------       --------       --------       --------
Operating income                                                --          6,266          3,889            198         10,353
Other income (expense):
   Interest expense                                             --         (5,200)          (311)           294         (5,217)
   Amortization of deferred financing costs                     --           (735)            --             --           (735)
   Equity in net loss of subsidiaries                         (576)            --             --            576             --
   Other                                                        --            169         (1,278)          (294)        (1,403)
                                                          --------       --------       --------       --------       --------
Income (loss) before reorganization items and
   income tax provision                                       (576)           500          2,300            774          2,998
Reorganization items                                            --          3,530             --             --          3,530
                                                          --------       --------       --------       --------       --------
Income (loss) before income tax provision                     (576)        (3,030)         2,300            774           (532)
Income tax provision                                            --             32             12             --             44
                                                          --------       --------       --------       --------       --------
Net loss                                                  $   (576)      $ (3,062)      $  2,288       $    774       $   (576)
                                                          ========       ========       ========       ========       ========
</Table>


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001

<Table>
<Caption>
                                                           Thermadyne        Total         Total
                                                               LLC         Guarantors   Non-Guarantors  Eliminations      Total
                                                           ----------      ----------   --------------  ------------    ---------

<S>                                                         <C>            <C>            <C>            <C>            <C>
Net sales                                                   $      --      $  84,964      $  39,531      $ (17,781)     $ 106,714
Operating expenses:
   Cost of goods sold                                              --         59,588         31,492        (18,243)        72,837
   Selling, general and administrative expenses                    --         17,155          6,834             --         23,989
   Amortization of intangibles                                     --            365            205             --            570
   Net periodic postretirement benefits                            --            288             --             --            288
   Special charges                                                 --          4,349             51             --          4,400
                                                            ---------      ---------      ---------      ---------      ---------
Operating income                                                   --          3,219            949            462          4,630
Other income (expense):
   Interest expense                                                --        (13,070)        (1,493)           252        (14,311)
   Amortization of deferred financing costs                        --           (736)            --             --           (736)
   Equity in net loss of subsidiaries                         (14,036)            --             --         14,036             --
   Other                                                           --           (401)          (696)          (626)        (1,723)
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before reorganization items and income
   tax provision                                              (14,036)       (10,988)        (1,240)        14,124        (12,140)
Reorganization items                                               --          1,870             --             --          1,870
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before income tax provision                     (14,036)       (12,858)        (1,240)        14,124        (14,010)
Income tax (benefit) provision                                     --            (33)            59             --             26
                                                            ---------      ---------      ---------      ---------      ---------
Net loss                                                    $ (14,036)     $ (12,825)     $  (1,299)     $  14,124      $ (14,036)
                                                            =========      =========      =========      =========      =========
</Table>



                                       32
<PAGE>

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


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

<Table>
<Caption>
                                                           Thermadyne        Total          Total
                                                               LLC         Guarantors   Non-Guarantors  Eliminations      Total
                                                           ----------      ----------   --------------  ------------    ---------

<S>                                                         <C>            <C>            <C>            <C>            <C>
Net sales                                                   $      --      $ 234,832      $ 122,360      $ (47,819)     $ 309,373
Operating expenses:
   Cost of goods sold                                              --        150,150         95,182        (47,841)       197,491
   Selling, general and administrative expenses                    --         57,677         20,700             --         78,377
   Amortization of intangibles                                     --            600            167             --            767
   Net periodic postretirement benefits                            --            864             --             --            864
   Special charges                                                 --          2,436             --             --          2,436
                                                            ---------      ---------      ---------      ---------      ---------
Operating income                                                   --         23,105          6,311             22         29,438
Other income (expense):
   Interest expense                                                --        (14,900)        (2,799)           846        (16,853)
   Amortization of deferred financing costs                        --         (2,205)            --             --         (2,205)
   Equity in net loss of subsidiaries                          (3,768)            --             --          3,768             --
   Other                                                           --           (550)        (1,641)          (846)        (3,037)
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before reorganization items and income
   tax provision                                               (3,768)         5,450          1,871          3,790          7,343
Reorganization items                                               --          9,577             --             --          9,577
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before income tax provision                      (3,768)        (4,127)         1,871          3,790         (2,234)
Income tax provision                                               --            234          1,300             --          1,534
                                                            ---------      ---------      ---------      ---------      ---------
Net loss                                                    $  (3,768)     $  (4,361)     $     571      $   3,790      $  (3,768)
                                                            =========      =========      =========      =========      =========
</Table>


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

<Table>
<Caption>
                                                           Thermadyne        Total          Total
                                                               LLC         Guarantors   Non-Guarantors  Eliminations      Total
                                                           ----------      ----------   --------------  ------------    ---------

<S>                                                         <C>            <C>            <C>            <C>            <C>
Net sales                                                   $      --      $ 271,513      $ 127,336      $ (60,394)     $ 338,455
Operating expenses:
   Cost of goods sold                                              --        181,857        103,187        (60,444)       224,600
   Selling, general and administrative expenses                    --         52,035         21,990             --         74,025
   Amortization of intangibles                                     --          1,087            524             --          1,611
   Net periodic postretirement benefits                            --            837             --             --            837
   Special charges                                                 --         13,025            603             --         13,628
                                                            ---------      ---------      ---------      ---------      ---------
Operating income                                                   --         22,672          1,032             50         23,754
Other income (expense):
   Interest expense                                                --        (41,422)        (5,461)         1,385        (45,498)
   Amortization of deferred financing costs                        --         (2,206)            --             --         (2,206)
   Equity in net loss of subsidiaries                         (32,063)            --             --         32,063             --
   Other                                                           --           (152)          (133)        (2,323)        (2,608)
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before reorganization items and income
   tax provision                                              (32,063)       (21,108)        (4,562)        31,175        (26,558)
Reorganization items                                               --          3,829             --             --          3,829
                                                            ---------      ---------      ---------      ---------      ---------
Income (loss) before income tax provision                     (32,063)       (24,937)        (4,562)        31,175        (30,387)
Income tax provision                                               --            255          1,421             --          1,676
                                                            ---------      ---------      ---------      ---------      ---------
Net loss                                                    $ (32,063)     $ (25,192)     $  (5,983)     $  31,175      $ (32,063)
                                                            =========      =========      =========      =========      =========
</Table>



                                       33
<PAGE>

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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              $ (4,224)     $   (285)     $  5,011      $  3,790      $  4,292
Cash flows used in investing activities:
   Capital expenditures, net                                           --        (4,384)       (2,138)           --        (6,522)
   Change in other assets                                              --          (726)          (30)           --          (756)
                                                                 --------      --------      --------      --------      --------
Net cash used in investing activities                                  --        (5,110)       (2,168)           --        (7,278)
Cash flows provided by (used in) financing activities:
   Changes in long-term receivables                                    --            --           319            --           319
   Borrowing under debtor-in-possession facility                    1,500            --            --            --         1,500
   Repayment of long-term obligations                                  --          (138)       (4,109)           --        (4,247)
   Borrowing of long-term obligations                                 130            --         3,259            --         3,389
   Change in accounts receivable securitization                        --            --            --            --            --
   Financing fees                                                      --            --            --            --            --
   Change in net equity and advances to/from subsidiaries           2,594        (2,408)        3,604        (3,790)           --
   Other                                                               --         5,199        (4,953)           --           246
                                                                 --------      --------      --------      --------      --------
Net cash provided by (used in) financing activities                 4,224         2,653        (1,880)       (3,790)        1,207
                                                                 --------      --------      --------      --------      --------
Net increase (decrease) in cash and cash equivalents                   --        (2,742)          963            --        (1,779)
Cash and cash equivalents at beginning of period                       --         7,332         7,468            --        14,800
                                                                 --------      --------      --------      --------      --------
Cash and cash equivalents at end of period                       $     --      $  4,590      $  8,431      $     --      $ 13,021
                                                                 ========      ========      ========      ========      ========
</Table>



CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001

<Table>
<Caption>
                                                                 Thermadyne      Total         Total
                                                                     LLC       Guarantors  Non-Guarantors Eliminations     Total
                                                                 ----------    ----------  -------------- ------------   ---------


<S>                                                              <C>           <C>           <C>           <C>           <C>
Net cash (used in) provided by operating activities              $(16,826)     $(22,855)     $    933      $ 31,175      $ (7,573)
Cash flows provided by (used in) investing activities:
   Capital expenditures, net                                           --        (9,063)       (2,940)           --       (12,003)
   Change in other assets                                              --           (78)          (33)           --          (111)
                                                                 --------      --------      --------      --------      --------
Net cash used in investing activities                                  --        (9,141)       (2,973)           --       (12,114)
Cash flows provided by (used in) financing activities:
   Changes in long-term receivables                                    --           543        (1,030)           --          (487)
   Repayment of long-term obligations                              (5,193)          (87)       (4,755)           --       (10,035)
   Borrowing of long-term obligations                              35,000            --         5,007            --        40,007
   Change in accounts receivable securitization                        --         3,015            --            --         3,015
   Financing fees                                                      --            --            40            --            40
   Change in net equity and advances to/from subsidiaries         (13,011)       38,723         5,463       (31,175)           --
   Other                                                               30            (4)         (230)           --          (204)
                                                                 --------      --------      --------      --------      --------
Net cash provided by (used in) financing activities                16,826        42,190         4,495       (31,175)       32,336
                                                                 --------      --------      --------      --------      --------
Net increase in cash and cash equivalents                              --        10,194         2,455            --        12,649
Cash and cash equivalents at beginning of period                       --         4,536         5,826            --        10,362
                                                                 --------      --------      --------      --------      --------
Cash and cash equivalents at end of period                       $     --      $ 14,730      $  8,281      $     --      $ 23,011
                                                                 ========      ========      ========      ========      ========
</Table>



                                       34
<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 $60 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 quarter ended
September 30, 2002, was $5.1 million, $1.0 million, $4.8 million and $1.4
million, respectively, and for the nine months ended September 30, 2002, was
$15.3 million, $3.0 million, $14.0 million and $3.9 million, respectively. No
interest was recorded for the Senior Subordinated Notes, the Subordinated Notes,
the Debentures or the Junior Notes during the three or nine-month periods ended
September 30, 2002. Contractual dividends for the redeemable preferred stock
were $2.7 million and $8.0 million for the three and nine months ended September
30, 2002, respectively, but no dividends were recorded during these periods. As
part of the Court order approving the DIP Facility, the Company is required to
continue making periodic interest payments on its old syndicated senior secured
credit agreement (the "Old Credit Agreement.") 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



                                       35
<PAGE>

the Company's obligations was $17.5 million and $53.1 million, for the three and
nine-month periods ended September 30, 2002, respectively, which was $12.3
million and $36.2 million in excess of reported interest, respectively.

Pursuant to the provisions of the Bankruptcy Code, 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 were allowed to be filed against the Debtors
through April 19, 2002. As debtor-in-possession, the Company has 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.

The Company is currently developing a plan of reorganization (the "Plan of
Reorganization") through, among other things, discussions with the official
creditor's committee appointed in the Chapter 11 proceedings and the lenders.
The objective of the Plan of Reorganization is to restructure the Company's
balance sheet to significantly strengthen the Company's financial position.

Management expects that a Plan of Reorganization will be completed and ready to
file with the Court during the fourth calendar quarter of 2002. Although
management expects to file the Plan of Reorganization, there can be no assurance
at this time that a Plan of Reorganization will be proposed by the Company,
approved or confirmed by the Court, or that such plan will be consummated. On
October 30, 2002, the Court approved the Company's motion to extend the period
during which the Debtors may file a Plan of Reorganization through November 18,
2002. If the exclusivity period were to expire or be terminated, other
interested parties, such as creditors of the Debtors, would have the right to
propose alternative plans of reorganization.

The Company's financial statements do not present the amount which may
ultimately be paid to settle liabilities and contingencies which may be allowed
in the Chapter 11 case. Under Chapter 11, the rights of, and ultimate payment by
the Company to, pre-petition creditors may be substantially altered. This could
result in claims being paid in the Chapter 11 proceedings at less (and possibly
substantially less) than 100% of their face value. At this time, because of
material uncertainties, pre-petition claims are carried at face value in the
accompanying financial statements, and are included in the line "liabilities
subject to compromise" on the consolidated balance sheets. Additionally, the
interests of existing preferred and common shareholders could be substantially
diluted or even eliminated.

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.

Included in the following discussions are comparisons of Adjusted EBITDA which
is 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



                                       36
<PAGE>

portion of non-recurring expenses, and reorganization costs; minus any
extraordinary gain. Adjusted EBITDA is a key financial measure but should not be
construed as an alternative to operating income or cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles.) Adjusted EBITDA is also one of the financial measures by which the
Company's compliance with its covenants is calculated under the DIP Facility.
The Company believes that Adjusted EBITDA is a useful supplement to net income
(loss) and other consolidated statement of operations data in understanding cash
flows generated from operations that are available for taxes, debt service and
capital expenditures. However, the Company's method of computation may or may
not be comparable to other similarly titled measures of other companies. In
addition, Adjusted EBITDA is not necessarily indicative of amounts that may be
available for discretionary uses and does not reflect any legal or contractual
restrictions on the Company's use of funds.

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 SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

Net sales of the three-month period ended September 30, 2002, were $98.6
million, which was a decrease of 7.6% from net sales of $106.7 million for the
same three-month period in 2001. Poor economic conditions, primarily in the
U.S., continued during the third quarter and were the primary reason for the
decline compared to 2001. Domestic sales were $56.4 million for the third
quarter compared to $66.4 million for the same period last year, which is a
decrease of 15.0%. The weak industrial economy in the U.S. hampered demand
throughout the third quarter of 2002. International sales were $42.2 million for
the three months ended September 30, 2002, compared to $40.3 million for the
same three-month period in 2001, which is an increase of 4.6%. Europe and
Australia had solid sales growth in the third quarter, and were 16.5% and 9.1%
over the comparable quarter in 2001, respectively. This increase in sales was
partially offset by sales declines in Latin America and Canada, which were down
compared to the third quarter of 2001 by 14.7% and 3.1%, respectively.

Cost of goods sold was 63.0% of sales for the three-month period ended September
30, 2002, which compares to 68.3% for the same quarterly period in 2001. This
favorable change results primarily from various cost reduction initiatives such
as the Company's efforts to relocate production to locations with lower labor
costs and plant consolidation efforts.

Selling, general and administrative expenses were $25.0 million for the
three-month period ended September 30, 2002, or 4.4% more than the same
three-month period in 2001. As a percentage of sales, selling, general and
administrative expenses were 25.4% for quarter ended September 30, 2002, versus
22.5% for the three months ended September 30, 2001. The increase in selling,
general and administrative expenses compared to 2001 results primarily from
higher costs related to the Company's



                                       37
<PAGE>

information technology infrastructure and investments made related to certain
sales and marketing initiatives.

Special charges incurred during the three months ended September 30, 2002
include $0.5 million related to an information technology transformation project
and $0.1 million related to logistics initiatives. Included in special charges
for the three months ended September 30, 2001, are costs of approximately $4.2
million related to the information technology and a business reengineering
project with the remaining costs attributable to the relocation of production to
Mexico and Asia.

Reorganization items for the three-month period ended September 30, 2002,
include $3.0 million of professional fees and expenses, $0.4 million of expenses
related to financing fees associated with the DIP Facility, and $0.1 million of
other reorganization costs. Reorganization costs in 2001 consisted primarily of
professional fees and expenses.

Interest expense for the third quarter of 2002 was $5.2 million, which compares
to $19.6 million for the third quarter of 2001. The difference relates primarily
to interest on the Senior Subordinated Notes, the Subordinated Notes, the
Debentures and the Junior Notes, which the Company ceased accruing on December
1, 2001.

The income tax provision recorded on pretax loss of $0.6 million for the three
months ended September 30, 2002, relates primarily to foreign taxable income.
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. The income tax provision recorded in the
three-month period ended September 30, 2001, on a pre-tax loss of $19.3 million
relates mostly to foreign taxable income. 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.

Adjusted EBITDA for the third quarter of 2002 was $13.7 million compared to $6.7
million for the same quarter in 2001, for an increase of 104.0%.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

Net sales for the first nine months of 2002 were $309.4 million compared to
$338.5 million for the same nine-month period in 2001, or a decrease of 8.6%.
Domestic sales for the nine months ended September 30, 2002, were $186.4
million, which is a decline of 11.8% compared to net sales of $211.3 million for
the nine months ended September 30, 2001. Generally weak economic conditions in
the U.S., particularly in the industrial sector, are the main reason for the
decrease in sales. International sales were $123.0 million for the nine months
ended September 30, 2002, or 3.3% lower than sales of $127.1 million for the
same period in 2001. Europe and Australia had modest increases in sales compared
to the nine months of 2001, but were more than offset by declines in all other
key international markets. Similar to the U.S., most of the Company's major
international markets have suffered from poor economic conditions throughout
most of 2002.

Cost of goods sold was 63.8% of sales for the nine months ended September 30,
2002, which compares to 66.4% for the same nine-month period in 2001. This
improvement results from the Company's cost reduction efforts such as increasing
automation, moving production to locations with lower labor costs, and plant
consolidations.



                                       38
<PAGE>

Selling, general and administrative expenses were $78.4 million for the nine
months ended September 30, 2002, which is 5.9% higher than the comparable period
in 2001. As a percentage of sales, selling, general and administrative expenses
were 25.3% for the first three quarters of 2002 versus 21.9% for the nine months
ended September 30, 2001. The increase in selling, general and administrative
expenses compared to 2001 results primarily from higher costs related to the
Company's information technology infrastructure and investments made related to
certain sales and marketing initiatives. Also increasing selling, general and
administrative expenses in the nine-month period ended September 30, 2002, was
approximately $2.0 million accrued related to the Company's management incentive
plan. No similar expense was recorded in the comparable nine-month period in
2001. The increase in selling, general and administrative expenses as a
percentage of sales results partly to the decline in sales as certain expenses
are fixed and do not fluctuate with revenue.

Special charges for the nine months ended September 30, 2002, include $1.9
million related to an information technology transformation initiative and $0.5
related to logistics projects. For the nine months ended September 30, 2001,
special charges include $2.2 million related to the relocation of production to
Mexico and Asia, $10.1 million related to information technology and related
business process reengineering projects with the balance of $1.3 million related
primarily to severance.

Reorganization items for the nine months ended September 30, 2002, include $6.9
million of professional fees and expenses, $1.4 million of expenses related to
financing fees associated with the DIP Facility, $0.4 million associated with a
lease obligation that was rejected, $0.3 million related to payments under the
key employee retention plan approved by the Court, and $0.6 million of other
reorganization costs. Reorganization costs in 2001 consisted primarily of
professional fees and expenses.

Interest expense for the first nine months of 2002 was $16.9 million, which
compares to $60.9 million for the same period in 2001. The difference relates
mostly to interest on the Senior Subordinated Notes, the Subordinated Notes, the
Debentures and the Junior Notes, which the Company ceased accruing on December
1, 2001.

An income tax provision of $1.5 million was recorded on a pretax loss of $2.3
million for the nine months ended September 30, 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.
An income tax provision of $1.7 million was recorded on a pretax loss of $45.9
million for the nine months ended September 30, 2001. 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.

Adjusted EBITDA through the third quarter of 2002 was $39.9 million compared to
$34.4 million for the same period in 2001, or an increase of 15.9%.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL AND CASH FLOWS

Operating activities provided $4.5 million of cash during the first nine months
of 2002, which compares to cash used of $7.4 million during the same time period
in 2001. Earnings, after adjusting for non-cash expenses, were $11.9 million for
the nine months ended September 30, 2002, compared to a loss of $15.8 million
for the comparable time frame in 2001. This difference results primarily from
lower interest costs. Operating assets and liabilities used $7.5 million of cash
in the nine-month period ended September 30, 2002, compared to



                                       39
<PAGE>
cash provided of $8.4 million during the same period last year. Inventory has
used $8.2 million of cash through the first nine months of 2002, which compared
to cash provided of $2.1 million during the same nine-month period last year.
The increase in inventory results primarily from increasing stock levels in
regional warehouses in the U.S., increasing safety stock levels, and stock added
related to new product introductions. Accounts payable provided $0.3 million of
cash in the first three quarters of 2002, or approximately $12.8 million more
than the same period in 2001. Absent approval from the Court, the Company is
prohibited from paying pre-petition obligations including trade accounts
payable. Accordingly, the amount of accounts payable recorded as of the petition
date has not changed significantly. The increase in payables results from the
Company's efforts to negotiate normal payment terms with some of its vendors.
Accrued interest used $0.5 million of cash during the nine-month period ended
September 30, 2002, compared to cash provided of $18.2 million in 2001. The
Company ceased recording interest on the Senior Subordinated Notes and the
Subordinated Notes effective December 1, 2001, which is the primary reason for
this difference.

Investing activities used $7.3 million during the nine months ended September
30, 2002, which compares to $12.1 million for the same period in 2001. Capital
expenditures were $6.5 million during the nine months ended September 30, 2002,
which is $5.5 million less than was spent during the same period last year. The
difference relates primarily to expenditures made in 2001 as the Company pushed
toward more automation in its factories.

Financing activities provided $1.0 million during the nine months ended
September 30, 2002 compared to cash provided of $32.2 million during the same
period last year. This difference results primarily from net long-term
borrowings, which were $30.0 million during the first three quarters of 2001
compared to $0.6 million during the nine months ended September 30, 2002. The
Company also generated $3.0 million of cash from its accounts receivable
securitization program during the first three quarters of last year. As a result
of the Chapter 11 filing, this program liquidated and was fully funded by
December 31, 2001.

Operating cash disbursements for the nine months ended September 30, 2002,
related to the reorganization were $8.6 million and include $6.9 million of
professional fees and expenses, $0.4 million of fees related to the DIP
Facility, $0.3 million of payments made under the key employee retention plan
approved by the Court, $0.4 million related to a rejected lease obligation, and
$0.6 million of other reorganization related disbursements. For the nine months
ended September 30, 2001, operating cash disbursements related to the
reorganization were $3.8 million and included approximately $3.2 million of
professional fees and expenses, $0.5 million of bank fees and $0.1 million of
other reorganization items.

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 $60 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 September 30, 2002, 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.
Interest on the DIP Facility accrued at the administrative agent's adjusted base
rate plus 2.25% in the case of alternate base rate 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



                                       40
<PAGE>

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 November 21, 2002. On November 1, 2002, the Debtors
filed a motion with the Court to amend the DIP Facility to extend its expiration
date to May 21, 2003. In addition, the motion to amend the DIP Facility would
lower the total capacity from $60 million to $50 million. All other terms of the
DIP Facility would remain substantially the same. On November 15, 2002, the
Court will hear this motion for extension. The Company also expects its lenders
to approve the extension of the DIP Facility prior to November 21, 2002. As of
September 30, 2002, the Company had borrowed $10.2 million and issued letters of
credit of $8.4 million under the DIP Facility, resulting in availability of
approximately $41.4 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) 1.5% 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 September 30, 2002, the Company had outstanding $79.4 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 was $3.5
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 Agreement.

At September 30, 2002, 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 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 expects 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.



                                       41
<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.



                                       42
<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

                  None



                                       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 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: November 14, 2002



                                       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 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: November 14, 2002



                                       45
<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: November 14, 2002



                                       46

<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: November 14, 2002



                                       47
<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: November 14, 2002



                                       48
<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: November 14, 2002



                                       49
<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: November 14, 2002



                                       50
<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: November 14, 2002



                                       51
<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: November 14, 2002



                                       52

<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
                  EXHIBITS                      DESCRIPTION
                  --------                      -----------

                  Thermadyne Holdings Corporation
                  -------------------------------

<S>                        <C>
                  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
</Table>