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Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2011

Colfax Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-34045	54-1887631
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

8170 Maple Lawn Boulevard, Suite 180

Fulton, MD 20759

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9000

(Registrant’s telephone number, including area code)

8730 Stony Point Parkway, Suite 150

Richmond, VA 23235

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 15, 2011, Colfax Corporation issued a press release reporting financial results for the fourth quarter and year ended December 31, 2010. A copy of Colfax Corporation’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference. Colfax Corporation has scheduled a conference call for 8:00 a.m. ET on February 15, 2011 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1

Colfax Corporation press release dated February 15, 2011, reporting financial results for the fourth quarter and year ended December 31, 2010.

99.2

Colfax Corporation slides for February 15, 2011 conference call reporting financial results for the fourth quarter and year ended December 31, 2010.

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 hereunto duly authorized.

	Colfax Corporation


Date: February 15, 2011	By:	/s/ CLAY H. KIEFABER
	Name:	Clay H. Kiefaber
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

99.1	Colfax Corporation press release dated February 15, 2011, reporting financial results for the fourth quarter and year ended December 31, 2010.

99.2	Colfax Corporation slides for February 15, 2010 conference call reporting financial results for the fourth quarter and year ended December 31, 2010.

Colfax Reports Fourth Quarter and Full Year 2010 Results and Announces Acquisition of Rosscor Holding B.V.

FULTON, Md., Feb. 15, 2011 /PRNewswire/ -- Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced financial results for the fourth quarter and year ended December 31, 2010. On a year-over-year basis, highlights for the fourth quarter and full year of 2010 include:

Fourth quarter of 2010 (all comparisons versus the fourth quarter of 2009)

Net income of $8.7 million (20 cents per share – basic and diluted); adjusted net income (as defined below) of $16.9 million (39 cents per share), an increase of 47.1%
Net sales of $166.7 million, an increase of 27.2%; organic sales increase (as defined below) of 27.4%
Operating income of $19.6 million; adjusted operating income (as defined below) of $26.5 million, an increase of 42.0%.
Fourth quarter orders of $133.6 million, an increase of 31.5%; organic order growth (as defined below) of 34.4%
Backlog of $313.5 million at period end

Full year 2010 (all comparisons versus full year 2009)

Net income of $16.2 million (37 cents per share – basic and diluted); adjusted net income (as defined below) of $40.2 million (92 cents per share), a decrease of 1.7%
Net sales of $542.0 million, an increase of 3.2%; organic sales increase (as defined below) of 3.1%
Operating income of $34.4 million; adjusted operating income (as defined below) of $65.8 million, a decrease of 2.3%.
Orders for the year of $532.8 million, an increase of 15.2%; organic order growth (as defined below) of 15.4%
Net working capital was reduced by $18 million in 2010 and is now 19% of sales

Additionally, Colfax announced the acquisition of Rosscor Holding B.V., headquartered in Hengelo, The Netherlands. A premier supplier of multiphase pumping technology (MPP) and certain other highly-engineered fluid-handling systems, Rosscor strengthens Colfax's capabilities, particularly in the global oil & gas market. Rosscor's sales for 2010 were approximately euro 23 million. Colfax expects the transaction to be accretive over the next 12 months.

Adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth and organic order growth are not financial measures calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP"). See below for a description of the measures' usefulness and a reconciliation of these measures to their most directly comparable GAAP financial measures.

Clay Kiefaber, President and Chief Executive Officer, stated, "We are pleased to report stronger than expected results for the fourth quarter and full year 2010. Both sales and orders on an organic basis were up substantially from the 2009 fourth quarter. We continue to benefit from strength in the oil and gas and general industrial end markets. The commercial marine market also continued to exceed our expectations. We are also pleased with the resulting profit associated with the better than expected sales and the significant cash flow provided by our improved working capital management.

"We are continuing to gain traction with our strategic priorities, including intensifying the application of the Colfax Business System, the development of new Voice of the Customer-aligned products and the realignment into a global market-facing organization. We are also continuing to build our leadership team, and are delighted to welcome Daniel A. Pryor as our Senior Vice President of Strategy and Business Development."

Mr. Kiefaber also noted the importance of Rosscor's MPP expertise and experience to Colfax's portfolio of leading global brands. "Rosscor was one of the first to introduce MPP technology nearly twenty years ago, and has remained a technology leader since then," he said. "With more than 70 MPP installations world-wide, Rosscor brings us deep capabilities in MPP that we can leverage through our existing channels."

Non-GAAP Financial Measures and Other Adjustments

Colfax has provided in this press release financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, adjusted operating income, earnings before interest, taxes and depreciation (EBITDA), adjusted EBITDA, organic sales growth, organic order growth and projected adjusted net income per share. Adjusted net income, adjusted net income per share, adjusted EBITDA and adjusted operating income exclude asbestos liability and defense costs (income) and asbestos coverage litigation expenses, and restructuring and other related charges to the extent they impact the periods presented. Adjusted net income, adjusted net income per share and projected adjusted net income per share present income taxes at an effective tax rate of 32%. Projected adjusted net income per share excludes estimated restructuring and other related charges, asbestos coverage litigation expenses and asbestos liability and defense costs. Organic sales growth and organic order growth exclude the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of legacy asbestos issues and items outside the control of its operating management team.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release

Colfax defines net working capital as trade receivables, less allowance for doubtful accounts, and inventories, net less accounts payable.

Conference Call and Webcast

Colfax will host a conference call to provide details about its results and outlook on Tuesday, February 15, 2011 at 8:00 a.m. ET. The call will be open to the public through 877-303-7908 or 678-373-0875 and webcast via Colfax's website at www.colfaxcorp.com under the "Investor Relations" section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call.

About Colfax Corporation

Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, defense and general industrial markets. Colfax's operating subsidiaries supply products under the well-known brands Allweiler, Baric, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at www.colfaxcorp.com.

CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:

This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption "Risk Factors". In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.

The term "Colfax" in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.

Colfax Corporation
Condensed Consolidated Statements of Operations
Dollars in thousands, except per share data
(Unaudited)

	Three Months Ended December 31,		Year Ended December 31,
	2010	2009	2010	2009

Net sales	$166,651	$130,971	$541,987	$525,024
Cost of sales	107,077	83,960	350,579	339,237

Gross profit	59,574	47,011	191,408	185,787
Selling, general and administrative expenses	31,597	27,028	119,426	112,503
Research and development expenses	1,474	1,320	6,205	5,930
Restructuring and other related charges	808	7,420	10,323	18,175
Asbestos liability and defense costs (income)	3,697	(1,017)	7,876	(2,193)
Asbestos coverage litigation expenses	2,443	2,904	13,206	11,742

Operating income	19,555	9,356	34,372	39,630
Interest expense	1,609	1,746	6,684	7,212

Income before income taxes	17,946	7,610	27,688	32,418
Provision for income taxes	9,296	884	11,473	8,621

Net income	$ 8,650	$ 6,726	$ 16,215	$ 23,797

Net income per share—basic	$ 0.20	$ 0.16	$ 0.37	$ 0.55

Net income per share—diluted	$ 0.20	$ 0.15	$ 0.37	$ 0.55

Colfax Corporation
Condensed Consolidated Balance Sheets
Dollars in thousands
(Unaudited)

		December 31,
		2010	2009

ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$ 60,542	$ 49,963
	Trade receivables, less allowance for doubtful accounts	98,070	88,493
	Inventories, net	57,941	71,150
	Asbestos insurance asset	34,117	31,502
	Asbestos insurance receivable	46,108	35,891
	Other current assets	24,278	20,649

Total current assets		321,056	297,648
Deferred income taxes, net		52,385	51,838
Property, plant and equipment, net		89,246	92,090
Goodwill and intangible assets, net		200,636	175,370
Long-term asbestos insurance asset		340,234	357,947
Long-term asbestos insurance receivable		5,736	16,876
Deferred loan costs and other assets		12,784	14,532
Total assets		$ 1,022,077	$ 1,006,301

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Current portion of long-term debt and capital leases	$ 10,000	$ 8,969
	Accounts payable	50,896	36,579
	Accrued asbestos liability	37,875	34,866
	Other accrued liabilities	92,739	70,685

Total current liabilities		191,510	151,099
Long-term debt, less current portion		72,500	82,516
Long-term asbestos liability		391,776	408,903
Pension and accrued post-retirement benefits		112,257	105,230
Other liabilities		37,663	41,728
Total liabilities		805,706	789,476
Shareholder's equity		216,371	216,825
Total liabilities and shareholders' equity		$ 1,022,077	$ 1,006,301

Colfax Corporation
Condensed Consolidated Statement of Cash Flows
Dollars in thousands
(Unaudited)

	Year ended December 31,
	2010	2009
Cash flows from operating activities:
Net income	$ 16,215	$ 23,797
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and fixed asset impairment charges	16,130	15,074
Noncash stock-based compensation	3,137	2,593
Other adjustments for non-cash items	767	613
Deferred income taxes	(296)	2,689
Changes in working capital	27,297	6,144
Changes in other operating assets and liabilities	(1,285)	(12,206)
Net cash provided by operating activities	61,965	38,704

Cash flows from investing activities:
Purchases of fixed assets	(12,527)	(11,006)
Acquisitions, net of cash received	(27,960)	(1,678)
Proceeds from sale of fixed assets	74	219
Net cash used in investing activities	(40,413)	(12,465)

Cash flows from financing activities:
Payments under term credit facility	(8,750)	(5,000)
Proceeds from borrowings on revolving credit facilities	5,500	-
Repayments of borrowings on revolving credit facilities	(5,500)	-
Other	707	(417)
Net cash used in financing activities	(8,043)	(5,417)

Effect of exchange rates on cash	(2,930)	379

Increase in cash and cash equivalents	10,579	21,201
Cash and cash equivalents, beginning of year	49,963	28,762
Cash and cash equivalents, end of year	$ 60,542	$ 49,963

Colfax Corporation
Reconciliation of GAAP to non-GAAP Financial Measures
Dollars in thousands, except share data
(Unaudited)

	Three Months Ended December 31,		Year Ended December 31,
	2010	2009	2010	2009

EBITDA
Net income	$ 8,650	$ 6,726	$ 16,215	$ 23,797

Interest expense	1,609	1,746	6,684	7,212
Provision for income taxes	9,296	884	11,473	8,621
Depreciation and amortization	4,888	3,834	16,130	14,426

EBITDA	$ 24,443	$ 13,190	$ 50,502	$ 54,056
EBITDA margin	14.7%	10.1%	9.3%	10.3%

Adjusted EBITDA
Net income	$ 8,650	$ 6,726	$ 16,215	$ 23,797

Interest expense	1,609	1,746	6,684	7,212
Provision for income taxes	9,296	884	11,473	8,621
Depreciation and amortization	4,888	3,834	16,130	14,426
Restructuring and other related charges	808	7,420	10,323	18,175
Asbestos liability and defense costs (income)	3,697	(1,017)	7,876	(2,193)
Asbestos coverage litigation expenses	2,443	2,904	13,206	11,742

Adjusted EBITDA	$ 31,391	$ 22,497	$ 81,907	$ 81,780
Adjusted EBITDA margin	18.8%	17.2%	15.1%	15.6%

Adjusted Net Income and Adjusted Earnings per Share
Net income	$ 8,650	$ 6,726	$ 16,215	$ 23,797

Restructuring and other related charges	808	7,420	10,323	18,175
Asbestos liability and defense costs (income)	3,697	(1,017)	7,876	(2,193)
Asbestos coverage litigation expenses	2,443	2,904	13,206	11,742
Tax adjustment to effective rate of 32%	1,330	(4,529)	(7,437)	(10,624)

Adjusted net income	$ 16,928	$ 11,504	$ 40,183	$ 40,897
Adjusted net income margin	10.2%	8.8%	7.4%	7.8%

Weighted average shares outstanding - diluted	43,876,791	43,449,493	43,667,225	43,325,704
Adjusted net income per share	$ 0.39	$ 0.26	$ 0.92	$ 0.94

Net income per share—diluted
in accordance with GAAP	$ 0.20	$ 0.15	$ 0.37	$ 0.55

Adjusted Operating Income
Operating income	$ 19,555	$ 9,356	$ 34,372	$ 39,630

Restructuring and other related charges	808	7,420	10,323	18,175
Asbestos liability and defense costs (income)	3,697	(1,017)	7,876	(2,193)
Asbestos coverage litigation expenses	2,443	2,904	13,206	11,742

Adjusted operating income	$ 26,503	$ 18,663	$ 65,777	$ 67,354
Adjusted operating income margin	15.9%	14.2%	12.1%	12.8%

Colfax Corporation
Change in Sales and Orders
Dollars in millions
(Unaudited)

	Sales		Orders
	$	%	$	%

Three Months Ended December 31, 2009	$ 131.0		$ 101.6

Components of Change:
Existing Businesses	36.0	27.4 %	35.0	34.4 %
Acquisitions	5.4	4.1 %	1.3	1.3 %
Foreign Currency Translation	(5.7)	(4.3)%	(4.3)	(4.2)%

Total	35.7	27.2 %	32.0	31.5 %

Three Months Ended December 31, 2010	$ 166.7		$ 133.6




	Sales		Orders		Backlog at Period End
	$	%	$	%	$	%

Year ended December 31, 2009	$ 525.0		$ 462.4		$ 290.9

Components of Change:
Existing Businesses	16.1	3.1 %	71.1	15.4 %	(6.6)	(2.3)%
Acquisitions	10.0	1.9 %	6.1	1.3 %	38.7	13.3 %
Foreign Currency Translation	(9.1)	(1.7)%	(6.8)	(1.5)%	(9.5)	(3.3)%

Total	17.0	3.2 %	70.4	15.2 %	22.6	7.8 %

Year ended December 31, 2010	$ 542.0		$ 532.8		$ 313.5

CONTACT: Scott Brannan, Chief Financial Officer, Colfax Corporation, +1-301-323-9005, Scott.Brannan@colfaxcorp.com

Unassociated Document

Fourth Quarter 2010 Earnings Call February 15, 2011

Forward -Looking Statements The following information contains forward -looking statements, including forward -looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward -looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward - looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward - -looking statements . Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption “Risk Factors” . In addition, these statements are based on a number of assumptions that are subject to change . This presentation speaks only as of this date. Colfax disclaims any duty to update the information herein. Q4 2010 Earnings Call

Q4 2010 Highlights Q4 2010 Earnings Call Adjusted net income of $16.9 million (39 cents per share) compared to $11.5 million (26 cents per share) in Q4 2009, an increase of 47.1%; Q4 2010 results include negative 1 cent per share related to currency effects Net sales of $166.7 million compared to $131.0 million in Q4 2009, an increase of 27.2% (organic increase of 27.4%) Adjusted operating income of $26.5 million compared to $18.7 million in Q4 2009, an increase of 42.0% Fourth quarter orders of $133.6 million compared to $101.6 million in Q4 2009, an increase of 31.5% (organic increase of 34.4%) Backlog of $313.5 million

Full Year 2010 Highlights Q4 2010 Earnings Call Adjusted net income of $40.2 million (92 cents per share) compared to $40.9 million (94 cents per share) in 2009 (currency effect between years not material) Net sales of $542.0 million compared to $525.0 million in 2009, an increase of 3.2% (organic increase of 3.1%) Adjusted operating income of $65.8 million compared to $67.4 million in 2009 Adjusted EBITDA of $81.9 million compared to $81.8 million in 2009 Orders of $532.8 million compared to $462.4 million in 2009, an increase of 15.2% (organic increase of 15.4%)

Orders and Backlog Q4 2010 Earnings Call Orders Backlog $450.0 $600.0 $400.0 $500.0 $350.0 $300.0 $400.0 $250.0 $300.0 $200.0 $3 9 9 $4 0 0 $532.8 $3 6 7 $3 4 9 $3 51 $3 2 2 $3 2 7 $3 2 5 $462.4 $150.0 $3 0 3 $3 14 $2 9 1 $2 8 1 $2 9 7 $200.0 $100.0 $100.0 $50.0 $133.6 $101.6 $0.0 $0.0 Q4 2009 Q4 2010 2009 2010 2010 2010 2010 2010 200720082008200820082009200 9200 920 09 2 Q3 Existing -- 34.4 % -- 15.4 % Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q Q4 Businesses Acquisitions -- 1.3 % - -- 1.3 % FX Translation -- (4.2)% -- (1.5)% Total Growth -- 31.5 % -- 15.2 % Note: Dollars in millions .

Revenue and Adjusted Operating Income Q4 2010 Earnings Call Revenue Adjusted Operating Income (1) $600.0 $80.0 $500.0 $60.0 $400.0 $300.0 $40.0 $525.0 $542.0 $67.4 $65.8 $200.0 $20.0 $100.0 $166.7 $26.5 $131.0 $18.7 $0.0 $0.0 Q4 2009 Q4 2010 2009 2010 Q4 2009 Q4 2010 2009 2010 Existing Businesses -- 27.4 % -- 3.1 % % Margin 14.2% 15.9% 12.8% 12.1% Acquisitions -- 4.1 % -- 1.9 % FX Translation -- (4.3)% -- (1.7)% Total Growth -- 27.2 % -- 3.2 % (1) Refer to Appendix for Non-GAAP reconciliation . Note: Dollars in millions (unaudited) .

Q4 2010 Sales and Orders by End Market Q4 2010 Earnings Call Sales: $166.7 . million Orders: $133.6 . million Power Defense Defense 5% Generation 12% General 10% Power Industrial Generation 31% General 12% Industrial Oil & Gas 42% 18% Oil & Gas 21% Commercial Commercial Marine Marine 24% 25% Total Growth Organic Growth Total Growth (Decline) Organic Growth (Decline) Commercial Marine 31 % 36 % Commercial Marine 71 % 75 % Oil & Gas 43 % 24 % Oil & Gas 172 % 162 % Power Generation 20 % 23 % Power Generation (18)% (16)% Defense 18 % 18 % Defense (43)% (42)% General Industrial 22 % 28 % General Industrial 26 % 32 % Total 27 % 27 % Total 32 % 34 %

2010 Sales and Orders by End Market Q4 2010 Earnings Call Sales: $542.0 . million Orders: $532.8 . million Defense Defense 10% 11% Power General Power General Generation Industrial Generation Industrial 14% 35% 13% 37% Oil & Gas Oil & Gas 15% 16% Commercial Commercial Marine Marine 26% 23% Total Growth (Decline) Organic Growth (Decline) Total Growth (Decline) Organic Growth (Decline) Commercial Marine 55 % 50 % Commercial Marine 3 % 2 % Oil & Gas (7)% (14)% Oil & Gas 27 % 24 % Power Generation 4 % 6 % Power Generation (7)% (5)% Defense 13 % 13 % Defense (27)% (27)% General Industrial 5 % 8 % General Industrial 22 % 25 % Total 3 % 3 % Total 15 % 15 %

2010 Q4 vs. 2010 Q3 Sales and Orders by End Market Q4 2010 Earnings Call Sales Orders Total Growth (Decline) Organic Growth (Decline) Total Growth (Decline) Organic Growth (Decline) Commercial Marine 20 % 14 % Commercial Marine 57 % 49 % Oil & Gas 93 % 71 % Oil & Gas (1)% (5)% Power Generation (3)% (6)% Power Generation (29)% (30)% Defense 47 % 46 % Defense (45)% (46)% General Industrial 12 % 7 % General Industrial 20 % 15 % Total 26 % 19 % Total 8 % 4 %

Commercial Marine Market Perspective Sales & Orders Growth Q410 YoY Q410 YTD YoY Q410 Sequential Total Organic Total Organic Total Organic Sales 31% 36% 3% 2% 20% 14% Orders 71% 75% 55% 50% 57% 49% Highlights and Outlook Sales increase primarily driven by reduction in backlog Orders increased significantly due to improved market conditions Cancellations were $6 million in Q4 2010 vs. $3 million in Q4 2009; $16 million YTD 2010 vs. $22 million YTD 2009 Focusing on aftermarket sales & service including opportunities related to changing environmental regulations Working through lower margin backlog Q4 2010 Earnings Call Colfax 2010 Sales Split 26% Comm . Marine Colfax 2010 Orders Split 23% Comm . Marine

Oil & Gas Market Perspective Q4 2010 Earnings Call Sales & Orders Growth (Decline) Colfax 2010 Sales Split Q410 YoY Q410 YTD YoY Q410 Sequential Total Organic Total Organic Total Organic 15% O&G Sales 43% 24% (7)% (14)% 93% 71% Orders 172% 162% 27% 24% (1)% (5)% Highlights and Outlook Colfax 2010 New project orders beginning to book; midstream gaining Orders Split strength Acquired Baric Systems in August 16% O&G Quoting activity remains good – midstream and refinery Solid activity in Latin America, Middle East, Canada and Asia

Power Generation Market Perspective Sales & Orders Growth (Decline) Q410 YoY Q410 YTD YoY Q410 Sequential Total Organic Total Organic Total Organic Sales 20% 23% 4% 6% (3)% (6)% Orders (18)% (16)% (7)% (5)% (29)% (30)% Highlights and Outlook Solid growth in sales while orders down primarily due to decision to exit certain business in the Middle East Several new infrastructure projects underway in Asia & Middle East Evaluating product offerings and pruning lower value add business Q4 2010 Earnings Call Colfax 2010 Sales Split 14% Power Gen. Colfax 2010 Orders Split 13% Power Gen.

Defense Market Perspective Q4 2010 Earnings Call Colfax 2010 Sales & Orders Growth (Decline) Sales Split Q410 YoY Q410 YTD YoY Q410 Sequential 10% Total Organic Total Organic Total Organic Defense Sales 18% 18% 13% 13% 47% 46% Orders (43)% (42)% (27)% (27)% (45)% (46)% Highlights and Outlook Colfax 2010 Sales up in Q4 2010 and YTD Orders Split Orders down in Q4 2010 and YTD, due to significant multi-year 11% Defense program booked in 2009 Solid backlog ROW navies also expanding (projects in several European countries, Brazil, Australia, India and Malaysia)

General Industrial Market Perspective Sales & Orders Growth Q410 YoY Q410 YTD YoY Q410 Sequential Total Organic Total Organic Total Organic Sales 22% 28% 5% 8% 12% 7% Orders 26% 32% 22% 25% 20% 15% Highlights and Outlook Sales and orders up for the quarter Growth in 2010 led by increases in orders in the chemical and diesel engine submarkets Order strength is geographically broad based Aftermarket improving – deferred maintenance spending Q4 2010 Earnings Call Colfax 2010 Sales Split 35% General Industrial Colfax 2010 Orders Split 37% General Industrial

Rosscor Overview Headquarters Hengelo, The Netherlands Products Multiphase pump (MPP) systems for upstream oil & gas applications Other engineered pump and compression systems Key Served Regions Russia, Kazakhstan, Southeast Asia Q4 2010 Earnings Call Acquisition Rationale Logical extension to oil & gas product line in attractive segment Channel leverage (Colfax and Rosscor geographically complementary) Proven supplier with valuable domain expertise; consistent with strategy of delivering solutions to customers

Strong Financial Condition Q4 2010 Earnings Call Strong balance sheet Debt of $83 million, principal payments of $10 million in 2011, matures in 2013 Cash of $61 million $130 million available on revolver Strong cash flow Working capital to annual net sales of 19% for 2010 from 23% in 2009 Inventory on hand reduced by 16 days (21%) in 2010 Note: As of 10/1/2010

Three Months Ended December 31, Change 2010 2009 $ % Orders $ 133.6 $ 101.6 $ 32.0 31.5 % Sales $ 166.7 $ 131.0 $ 35.7 27.2 % Gross Profit $ 59.6 $ 47.0 $ 12.6 26.8 % % of Sales 35.7% 35.9% SG&A Expenses $ 31.6 $ 27.0 $ 4.6 17.0 % R&D Expense 1.5 1.3 0.2 15.4 % Operating Expenses $ 33.1 $ 28.3 $ 4.8 17.0 % % of Sales 19.9% 21.6% Adjusted Operating Income $ 26.5 $ 18.7 $ 7.8 42.0 % % of Sales 15.9% 14.2% Adjusted EBITDA $ 31.4 $ 22.5 $ 8.9 39.6 % % of Sales 18.8% 17.2% Adjusted Net Income $ 16.9 $ 11.5 $ 5.4 47.1 % % of Sales 10.2% 8.8% Adjusted Net Income Per Share $ 0.39 $ 0.26 $ 0.13 50.0 % Refer to Appendix for Non-GAAP reconciliation and footnotes . Note: Dollars in millions .. Income Statement Summary (Unaudited) Q4 2010 Earnings Call

Income Statement Summary (Unaudited) Q4 2010 Earnings Call Year Ended December 31, Change 2010 2009 $ % Orders $ 532.8 $ 462.4 $ 70.4 15.2 % Sales $ 542.0 $ 525.0 $ 17.0 3.2 % Gross Profit $ 191.4 $ 185.8 $ 5.6 3.0 % % of Sales 35.3% 35.4% SG&A Expense $ 119.4 $ 112.5 $ 6.9 6.1 % R&D Expense 6.2 5.9 0.3 5.1 % Operating Expenses $ 125.6 $ 118.4 $ 7.2 6.1 % % of Sales 23.2% 22.6% Adjusted Operating Income $ 65.8 $ 67.4 $ (1.6) (2.3)% % of Sales 12.1% 12.8% Adusted EBITDA $ 81.9 $ 81.8 $ 0.1 0.1 % % of Sales 15.1% 15.6% Adjusted Net Income $ 40.2 $ 40.9 $ (0.7) (1.7)% % of Sales 7.4% 7.8% Adjusted Net Income Per Share $ 0.92 $ 0.94 $ (0.02) (2.1)% Refer to Appendix for Non-GAAP reconciliation and footnotes . Note: Dollars in millions, except per share data

Statement of Cash Flows Summary (unaudited) Q4 2010 Earnings Call Year ended December 31, 2010 2009 Net income $ 16.2 $ 23.8 Non-cash expenses 19.7 21.0 Changes in working capital 27.3 6.1 Other (1.3) (12.2) Total Operating Activities 61.9 38.7 Purchases of fixed assets (12.5) (11.0) Acquisitions, net of cash acquired (28.0) (1.7) Other 0.1 0.2 Total Investing Activities (40.4) (12.5) Repayments of borrowings (14.3) (5.0) Proceeds from borrowings 5.5 -Other 0.7 (0.4) Total Financing Activities (8.1) (5.4) Effect of exchange rates on cash (2.9) 0.4 Increase in cash and cash equivalents 10.5 21.2 Cash and cash equivalents, beginning of period 50.0 28.8 Cash and cash equivalents, end of period $ 60.5 $ 50.0 Note: Dollars in millions ..

2011 Outlook Summary Q4 2010 Earnings Call Revenue Range 2011 Organic growth (1) 2% To 4% 2011 Total (2) $570 million To $580 million EPS Range 2011 Net income per share (2) $0.80 To $0.90 2011 Adjusted net income per share (3) $1.00 To $1.10 Assumptions Asbestos coverage litigation $6 million Asbestos liability and defense costs $5 million Restructuring costs $2 million Euro $1.35 Tax rate 32% Interest expense $6 million Outstanding shares 44 million (1) Excludes impact of acquisitions and foreign exchange rate fluctuations (2) Excludes Rosscor’s post-acquisition operations (3) Excludes impact of asbestos coverage litigation, asbestos liability and defense costs, and restructuring and other related charges Typically, a 5 cent change in the Euro is expected to result in a 1 cent change in annual EPS assuming all other currencies remain constant . (See Appendix for Non-GAAP reconciliation) Note: Guidance as of 2/15/11

Q4 2010 Earnings Call Appendix

Disclaimer Q4 2010 Earnings Call Colfax has provided financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, adjusted operating income, earnings before interest, taxes depreciation and amortization (EBITDA), adjusted EBITDA, organic sales growth (decline) and organic order growth (decline) . Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude asbestos liability and defense costs, asbestos coverage litigation expenses, and restructuring and other related charges to the extent they impact the periods presented . Adjusted net income, adjusted net income per share and projected adjusted net income per share present income taxes at an effective tax rate of 32%. Projected adjusted net income per share excludes estimated restructuring and other related charges, asbestos coverage litigation expenses and asbestos liability and defense costs. Organic sales growth (decline) and organic order growth (decline) exclude the impact of acquisitions and foreign exchange rate fluctuations . These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of legacy asbestos issues and items outside the control of its operating management team. Sales and order information by end market are estimates . We periodically update our customer groupings in order to refine these estimates .

Non-GAAP Reconciliation (unaudited) Q4 2010 Earnings Call Three Months Ended December 31, Year Ended December 31, 2010 2009 2010 2009 EBITDA Net income $ 8,650 $ 6,726 $ 16,215 $ 23,797 Interest expense 1,609 1,746 6,684 7,212 Provision for income taxes 9,296 884 11,473 8,621 Depreciation and amortization 4,888 3,834 16,130 14,426 EBITDA $ 24,443 $ 13,190 $ 50,502 $ 54,056 EBITDA margin 14.7% 10.1% 9.3% 10.3% Adjusted EBITDA Net income $ 8,650 $ 6,726 $ 16,215 $ 23,797 Interest expense 1,609 1,746 6,684 7,212 Provision for income taxes 9,296 884 11,473 8,621 Depreciation and amortization 4,888 3,834 16,130 14,426 Restructuring and other related charges 808 7,420 10,323 18,175 Asbestos liability and defense costs (income) 3,697 (1,017) 7,876 (2,193) Asbestos coverage litigation expenses 2,443 2,904 13,206 11,742 Adjusted EBITDA $ 31,391 $ 22,497 $ 81,907 $ 81,780 Adjusted EBITDA margin 18.8% 17.2% 15.1% 15.6% Note: Dollars in thousands ..

Non-GAAP Reconciliation (unaudited) Q4 2010 Earnings Call Three Months Ended December 31, Year Ended December 31, 2010 2009 2010 2009 Adjusted Net Income and Adjusted Earnings per Share Net income $ 8,650 $ 6,726 $ 16,215 $ 23,797 Restructuring and other related charges 808 7,420 10,323 18,175 Asbestos liability and defense costs (income) 3,697 (1,017) 7,876 (2,193) Asbestos coverage litigation expenses 2,443 2,904 13,206 11,742 Tax adjustment to effective rate of 32% 1,330 (4,529) (7,437) (10,624) Adjusted net income $ 16,928 $ 11,504 $ 40,183 $ 40,897 Adjusted net income margin 10.2% 8.8% 7.4% 7.8% Weighted average shares outstanding - diluted 43,876,791 43,449,493 43,667,225 43,325,704 Adjusted net income per share $ 0.39 $ 0.26 $ 0.92 $ 0.94 Net income per share—diluted in accordance with GAAP $ 0.20 $ 0.15 $ 0.37 $ 0.55 Adjusted Operating Income Operating income $ 19,555 $ 9,356 $ 34,372 $ 39,630 Restructuring and other related charges 808 7,420 10,323 18,175 Asbestos liability and defense costs (income) 3,697 (1,017) 7,876 (2,193) Asbestos coverage litigation expenses 2,443 2,904 13,206 11,742 Adjusted operating income $ 26,503 $ 18,663 $ 65,777 $ 67,354 Adjusted operating income margin 15.9% 14.2% 12.1% 12.8% Note: Dollars in thousands, except share data.

Sales & Order Growth Three Months Ended December 31, 2009 Components of Change: Existing Businesses Acquisitions Foreign Currency Translation Total Three Months Ended December 31, 2010 Year ended December 31, 2009 Components of Change: Existing Businesses Acquisitions Foreign Currency Translation Total Year ended December 31, 2010 Q4 2010 Earnings Call Sales Orders $ % $ % $ 131.0 $ 101.6 36.0 27.4 % 35.0 34.4 % 5.4 4.1 % 3 1. 1.3 % (5.7) (4.3)% (4.3) (4.2)% 35.7 27.2 % 32.0 31.5 % $ 166.7 $ 133.6 Sales Orders Backlog at Period End $ % $ % $ % $ 525.0 $ 462.4 $ 290.9 16.1 3.1 % 71.1 15.4 % (6.6) (2.3)% 10.0 1.9 % 6.1 1.3 % 38.7 13.3 % (9.1) (1.7)% (6.8) (1.5)% (9.5) (3.3)% 17.0 3.2 % 70.4 15.2 % 22.6 7.8 % $ 542.0 $ 532.8 $ 313.5 (unaudited) Note: Dollars in millions ..

Non-GAAP Reconciliation (In dollars, unaudited) Q4 2010 Earnings Call EPS Range Projected net income per share - fully diluted $ 0.80 $ 0.90 Restructuring and other related charges 0.03 0.03 Asbestos coverage litigation 0.09 0.09 Asbestos liability and defense costs 0.08 0.08 Projected adjusted net income per share - fully diluted $ 1.00 $ 1.10