DRS

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

DRS 1 filename1.htm DRS

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

As confidentially submitted to the U.S. Securities and Exchange Commission on July 21, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission, and all information herein remains confidential.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ESAB CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

3569

87-0923837

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

(301) 323-9099

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Shyam P. Kambeyanda

President and Chief Executive Officer

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

(301) 323-9099

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Curtis Jewell

ESAB Corporation

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

(301) 323-9099

Andrew Fabens

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

(212) 351-4000

Cathy A. Birkeland

Gregory P. Rodgers

Alexa M. Berlin

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

(212) 906-1200

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

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

Subject to Completion, dated , 2022

PROSPECTUS

LOGO

ESAB Corporation

Up to 6,003,431 Shares

Common Stock

This prospectus relates to the offer and sale of up to 6,003,431 shares of our common stock, par value $0.001 per share (the “common stock”). All of these shares of our common stock are currently held by Enovis Corporation (“Enovis”). We are registering such shares under the terms of a registration rights agreement between us and Enovis.

Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “ESAB”. On July , 2022, the closing price of our common stock as reported on the NYSE was $ per share.

In connection with any sales of shares of our common stock pursuant to the registration statement of which this prospectus forms a part, Enovis expects to exchange up to 6,003,431 shares of our common stock for certain indebtedness of Enovis held by one or more of the underwriters, broker-dealers or agents (or affiliates thereof), which we refer to, in such role, as the “debt-for-equity exchange parties.” The debt-for-equity exchange parties will then sell the shares of our common stock to the underwriters, broker-dealers or agents and such parties will sell the shares of our common stock pursuant to the registration statement of which this prospectus forms a part. The debt-for-equity exchange parties, and not Enovis or us, will receive the proceeds from the sale of the shares in any such offering. However, as a result of exchanging the shares of our common stock with the selling stockholders prior to any offering, Enovis may be deemed to be a selling stockholder in such offering solely for U.S. federal securities law purposes. The debt-for-equity exchange will occur on the settlement date of any such offering immediately prior to the settlement of the debt-for-equity exchange parties’ sale of the shares to the underwriters, broker-dealers or agents (or affiliates thereof). We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

The shares of our common stock registered hereby may be offered and sold by our selling stockholders through one or more underwriters, broker-dealers or agents. If the shares of our common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of our common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.

At the time the selling stockholders offer shares registered by this prospectus, we will provide a prospectus supplement, if required, that will contain specific information about the terms of the offering and that may add to or update the information in this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest.

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 6 and any risk factors described in any accompanying prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2022.

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

TABLE OF CONTENTS


	Page
About This Prospectus		ii

Prospectus Summary		1

The Offering		5

Risk Factors		6

Cautionary Statement Concerning Forward-Looking Statements		31

Use of Proceeds		33

Dividend Policy		34

Unaudited Pro Forma Combined Financial Statements		35

Management’s Discussion and Analysis of Financial Condition and Results of Operations		50

Business		79

Management		86

Executive and Director Compensation		94

Certain Relationships and Related Person Transactions		126

Principal and Selling Stockholders		137

Description of Capital Stock		140

Description of Certain Indebtedness		145

Plan of Distribution		147

Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders		150

Experts		154

Legal Matters		155

Where You Can Find More Information		156

Index to Financial Statements		F-1


		i

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, offer and sell, in one or more offerings, shares of our common stock.

At the time the selling stockholders offer shares of our common stock registered by this prospectus, if required, we will provide a prospectus supplement that will contain specific information about the terms of the offering and that may add to or update the information in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement. You should read this prospectus and any applicable prospectus supplement as well as any post-effective amendments to the registration statement of which this prospectus forms a part before you make any investment decision.

We are responsible for the information contained in this prospectus, any applicable prospectus supplement or in any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the SEC and we take no responsibility for any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, operating results or financial condition may have changed since such date.

Unless the context otherwise requires, references in this prospectus to “ESAB,” “the Company,” “we,” “us” and “our” refer to ESAB Corporation and our subsidiaries, or, with respect to historical information prior to the separation described in the following paragraph, the business and operations of Colfax’s fabrication technology business that were transferred to us in connection with the separation and distribution. In connection with the separation and distribution, Colfax Corporation changed its name to “Enovis Corporation.” References herein to the terms “Colfax,” “Parent” and “Enovis,” when used in a historical pre-separation context, refer to Colfax Corporation, a Delaware corporation, and its consolidated subsidiaries (including ESAB and all of its subsidiaries) and, when used in a post-separation context, refer to Enovis Corporation, a Delaware corporation, and its consolidated subsidiaries after giving effect to the separation and distribution.

On April 4, 2022, we entered into a series of transactions with Colfax pursuant to which Colfax transferred the assets and liabilities of its fabrication technology business and certain other assets and liabilities to us in exchange for shares of our common stock and a cash distribution of approximately $1.2 billion. As used herein: (i) the “separation” refers to the separation of the fabrication technology business from Colfax, the transfer of certain other assets and liabilities to us from Colfax and the creation of a separate, publicly traded company holding the fabrication technology business; and (ii) the “distribution” refers to the pro rata distribution on April 4, 2022 of 90% of the shares of ESAB common stock owned by Colfax to Colfax stockholders as of March 22, 2022, the record date for the distribution. Except as otherwise indicated or unless the context otherwise requires, the information in this prospectus about ESAB assumes the completion of all of the transactions referred to in this prospectus in connection with the separation and distribution.


		ii

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market share, is based on information from third-party sources and management estimates. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Management estimates have not been verified by any independent source.

Estimates of our company’s addressable market, defined as established equipment products and new products in automation, software and services, are based on public data from peer companies, customer surveys, and market analyses conducted by our sales function. We also use these sources and analyses to estimate the established fabrication technology products market and the higher-growth fabrication technology products market, including medical and special gas control, digital solutions and robotics, and their respective growth rates.

These, and other assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause future performance to differ materially from our assumptions and estimates. See “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.”

TRADEMARKS, TRADENAMES AND SERVICE MARKS

The name and mark, ESAB, and other of our trademarks, trade names and service marks appearing in this prospectus are our property or, as applicable, licensed to us, or, as applicable, are the property of Enovis. The name and mark, Colfax, Enovis and other trademarks, trade names and service marks of Enovis appearing in this prospectus are the property of Enovis.


		iii

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

PROSPECTUS SUMMARY

This summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that you should consider before investing. Before you decide to invest in our common stock, you should carefully read the entire prospectus, including the section entitled “Risk Factors” in this prospectus.

Corporate Information

We were incorporated in Delaware on May 19, 2021 for the purpose of holding Colfax Corporation’s fabrication technology business in connection with the tax-free, pro rata distribution of 90% of the outstanding common stock of ESAB to stockholders of Colfax Corporation. On December 29, 2021, in anticipation of the distribution, certain subsidiaries of Colfax Corporation were transferred into the ownership of ESAB in a common-control transaction. Prior to that point, we had no operations. The address of our principal executive offices is 909 Rose Avenue, 8th Floor, North Bethesda, MD 20852. Our telephone number is (301) 323-9099. We maintain an Internet website at www.esabcorporation.com. Our website, and the information contained on or accessible through our website, is not included in this prospectus.

The Underwriting and Debt-for-Equity Exchange

In connection with any sales of shares of our common stock pursuant to the registration statement of which this prospectus forms a part, Enovis expects to exchange up to 6,003,431 shares of our common stock for certain indebtedness of Enovis held by one or more underwriters, broker-dealers or agents (or affiliates thereof), which we refer to, in such role, as the “debt-for-equity exchange parties.” The debt-for-equity exchange parties will then sell the shares of our common stock to the underwriters, broker-dealers or agents for cash and such parties will sell the shares of our common stock pursuant to the registration statement of which this prospectus forms a part. The debt-for-equity exchange parties, and not Enovis or us, will receive the proceeds from the sale of the shares in any such offering. However, as a result of exchanging the shares of our common stock with the selling stockholders prior to any offering, Enovis may be deemed to be a selling stockholder in such offering solely for U.S. federal securities law purposes. The debt-for-equity exchange will occur on the settlement date of any such offering immediately prior to the settlement of the debt-for-equity exchange parties’ sale of the shares to the underwriters, broker-dealers or agents (or affiliates thereof).

The amount of indebtedness of Enovis held by the debt-for-equity exchange parties is expected to be sufficient to acquire all of the shares of our common stock to be sold by the debt-for-equity exchange parties in any offering. Upon completion of the debt-for-equity exchange, the Enovis indebtedness exchanged in such debt-for-equity exchange will be retired. We do not guarantee or have any other obligations in respect of the Enovis indebtedness.

The Separation and Distribution

The Separation and Distribution

On April 4, 2022, 90% of our issued and outstanding shares of common stock were distributed to Colfax shareholders on the basis of one share of our common stock for every three shares of Colfax common stock held as of the close of business on March 22, 2022, the record date for the distribution. The distribution was conditioned upon, among other things, Colfax’s receipt of a private letter ruling from the U.S. Internal Revenue Service (“IRS”), which Colfax received, and the opinion of Latham & Watkins LLP, tax counsel to Colfax, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We completed our separation from Colfax on April 4, 2022.


		1

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB’s Post-Separation Relationship with Enovis

Prior to the completion of the distribution, we were a wholly-owned subsidiary of Colfax, and all of our outstanding shares of common stock were owned by Colfax. Following the separation and distribution, we and Enovis operate separately, each as a public company, while Enovis continues to hold 10.0% of our common stock.

On April 4, 2022, we entered into a separation and distribution agreement with Enovis, which is referred to in this prospectus as the “separation agreement.” We also entered into various other agreements on the same date to effect the separation and provide a framework for our relationship with Enovis after the separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement, an EBS license agreement and a stockholder’s and registration rights agreement. These agreements provide for the allocation between us and Enovis of Enovis’s assets, employees, services, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after the separation and govern certain relationships between us and Enovis after the separation. In exchange for the transfer of the assets and liabilities of Colfax’s fabrication technology business to us, we delivered to Colfax shares of our common stock and a cash distribution in the net amount of approximately $1.2 billion. For additional information regarding the separation agreement and such other agreements, please refer to the sections entitled “Risk Factors—Risks Related to the Separation and Our Relationship with Enovis” and “Certain Relationships and Related Person Transactions.”

Summary of Risk Factors

An investment in our common stock is subject to a number of risks, including risks relating to our business, the separation and our relationship with Enovis, our common stock, the successful implementation of our strategy and the ability to grow our business. The following list of risk factors is not exhaustive. See “Risk Factors” herein for a more thorough description of these and other risks.

Risks Related to Our Business

•

The effects of the COVID-19 global pandemic and any future resurgences may adversely impact our future results of operations, financial condition, and overall financial performance.

•

The cyclical nature and maturity of the welding and cutting industry in developed markets may adversely affect our performance.

•

A significant or sustained decline in the levels of new capital investment and maintenance expenditures by certain of our customers could reduce the demand for our products and services and harm our operations and financial performance.

•

Our restructuring activities may subject us to additional uncertainty in our operating results.

•

The majority of our sales are derived from international operations. We are subject to specific risks associated with international operations.

•

Any impairment in the value of our intangible assets, including Goodwill, would negatively affect our operating results and total capitalization.

•

Our business subjects us to the possibility of product liability lawsuits, which could harm our business.

•

Our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could result in the disruption of operations or the loss of data confidentiality.


		2

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

•

A material disruption at any of our manufacturing facilities could adversely affect our ability to generate sales and meet customer demand.

•

If our associates represented by trade unions or works councils engage in a strike, work stoppage or other slowdown or if the representation committees responsible for negotiating with such trade unions or works councils are unsuccessful in negotiating new and acceptable agreements when the existing agreements with associates covered by collective bargaining expire, we could experience business disruptions or increased costs.

•

Failure to maintain and protect our intellectual property rights or challenges to these rights by third parties may affect our operations and financial performance.

Risks Related to Litigation and Regulatory Compliance

•

Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.

•

We have done and may continue to do business in countries subject to U.S. sanctions and embargoes. Failure to comply with various sanction and embargo laws may result in enforcement or other regulatory actions.

•

If we fail to comply with export control regulations, we could be subject to substantial fines or other sanctions, which could have a material adverse effect on our business, financial condition and results of operations.

•

We are subject to a variety of increasingly stringent environmental and health and safety laws for which compliance, or related liabilities, could be costly.

•

We are exposed to certain regulatory and financial risks related to climate change, which could adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to the Separation and Our Relationship with Enovis

•

We have a very limited history of operating as a separate, publicly traded company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

•

As a separate, publicly traded company, we may not enjoy the same benefits that we did as a part of Colfax.

•

Future sales by Enovis or others of our common stock, the resale of restricted common stock, or the perception that such sales or resales may occur, could depress our common stock price.

•

Our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.

•

Potential indemnification obligations to Enovis pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

•

In connection with our separation from Colfax, Enovis will indemnify us for certain liabilities. However, there can be no assurance that such indemnity will be sufficient to insure us against the full amount of such liabilities, or that Enovis’s ability to satisfy its indemnification obligations will not be impaired in the future.


		3

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Risks Related to the Offering

•

The trading market for our common stock has existed for only a short period following the distribution. The price and trading volume of our common stock has been and may continue to be volatile and the value of an investment in our common stock could decline.

•

Enovis owns 6,003,431 shares of our common stock. We are registering such shares on a registration statement on Form S-1, of which this prospectus forms a part, under the terms of a stockholder’s and registration rights agreement between us and Enovis. The sale of such shares in one or more offerings or any other future sales may cause our stock price to decline.

•

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.

•

The obligations associated with being a public company require significant resources and management attention.

•

The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.

•

We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.

General and Other Risks

•

Changes in the general economy and the cyclical nature of the markets that we serve could negatively impact the demand for our products and services and harm our operations and financial performance.

•

The loss of key leadership could have a material adverse effect on our ability to run our business.


		4

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

THE OFFERING

Common stock offered by the selling stockholders

Up to 6,003,431 shares of our common stock

Use of proceeds

All shares of our common stock sold pursuant to this prospectus will be offered and sold by the selling stockholders. We will not receive any proceeds from such sale. See “Use of Proceeds.”

Selling stockholders

Enovis Corporation and the debt-for-equity exchange parties.

Plan of Distribution

The selling stockholders may offer the shares in amounts, at prices and on terms determined by market conditions at the time of the offering. The selling stockholders may sell shares through agents they select or through underwriters and dealers they select. The selling stockholders also may sell shares directly to investors. Enovis Corporation expects to first exchange the shares of common stock to be sold in any offering with the selling stockholders for outstanding indebtedness of Enovis Corporation held by the selling stockholders. The selling stockholders will then sell the shares to the underwriters, broker-dealers or agents (or affiliates thereof) for cash. If the selling stockholders use agents, underwriters or dealers to sell the shares, we will name them and describe their compensation in a prospectus supplement. See “Plan of Distribution.”

Risk Factors

For a discussion of risks and uncertainties involved with an investment in our common stock, see “Risk Factors” beginning on page 6 and any risk factors described in any accompanying prospectus supplement.

Listing

Our common stock is listed on the NYSE under the symbol “ESAB.”

Unless we indicate otherwise, all information in this prospectus is based on shares of our common stock outstanding as of , 2022.


		5

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this prospectus. The risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

Risks Related to Our Business

The effects of the COVID-19 global pandemic and any future resurgences may adversely impact our future results of operations, financial condition, and overall financial performance.

The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for our products. Although our customers have begun re-opening and have increased operating levels, such customers may be forced to close or limit operations should a resurgence of COVID-19 cases occur. Given this continued level of economic and operational uncertainty over the impacts of COVID-19, the ultimate financial impact cannot be reasonably estimated at this time.

Even as conditions surrounding the COVID-19 global pandemic improve, the duration and sustainability of any such improvements will be uncertain and continuing adverse impacts and/or the degree of improvement may vary dramatically by geography and line of business. To the extent global vaccination programs do not achieve intended results and a longer period of economic and global supply chain and related disruption continues, the more adverse the impact will be on our business operations and financial performance. Additionally, the effects of the COVID-19 pandemic and any future resurgences, including actions by governments, businesses and individuals in response, could give rise or contribute to or amplify many of the risks discussed in our other risk factors in this prospectus.

The cyclical nature and maturity of the welding and cutting industry in developed markets may adversely affect our performance.

The welding and cutting industry is generally a mature industry in developed markets such as North America and Western Europe and is cyclical in nature. Overall demand for welding and cutting products is largely determined by the level of capital spending in manufacturing and other industrial sectors, and the welding industry has historically experienced contraction during periods of slowing industrial activity. If economic, business and industry conditions deteriorate, capital spending in those sectors may be substantially decreased, which could reduce demand for our products and have an adverse impact on our revenues and results of operations.

Demand for our products and services depends significantly on the level of new capital investment and planned maintenance expenditures by certain of our customers. The level of new capital expenditures by our customers is dependent upon many factors, including general economic conditions, availability of credit, economic conditions and investment activities within their respective industries and expectations of future


		6

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

market behavior. In addition, volatility in commodity prices can negatively affect the level of these new activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders. A reduction in demand for our products and services has resulted in the past, and in the future could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. For example, in 2020, we experienced a decline in customer demand for our products and services as a result of the COVID-19 pandemic. Any reduced demand could have a material adverse effect on our business, financial condition and results of operations.

Our restructuring activities may subject us to additional uncertainty in our operating results.

We have implemented, and plan to continue to implement, restructuring programs designed to facilitate key strategic initiatives and maintain long-term sustainable growth. As such, we have incurred and expect to continue to incur expenses relating to restructuring activities. We may not achieve or sustain the anticipated benefits, including any anticipated savings, of these restructuring programs or initiatives. Further, restructuring efforts are inherently risky, and we may not be able to predict the cost and timing of such actions accurately or properly estimate their impact.

The majority of our sales are derived from international operations. We are subject to specific risks associated with international operations.

In the year ended December 31, 2021, we derived approximately 78% of our sales from operations outside of the United States and, as of that date, we had principal manufacturing facilities in 16 countries in addition to the United States. For the year ended December 31, 2021, approximately 41% of our Net sales were derived from the Americas, 30% from Europe and the remainder from other countries. Sales from international operations, export sales and the use of manufacturing facilities outside of the United States by us are subject to risks inherent in doing business outside the United States. These risks include: economic or political instability; partial or total expropriation of international assets; limitations on ownership or participation in local enterprises; trade protection measures by the United States or other nations including China, including tariffs or import-export restrictions or licensing requirements, and other changes in trade relations; currency exchange rate fluctuations and restrictions on currency repatriation; inflation; labor, employment and environmental, health and safety laws and regulations that may be more restrictive than in the United States; changes in laws and regulations, including taxation policies, or in how such provisions are interpreted or administered; difficulties in enforcing our rights outside the United States, including intellectual property rights; difficulties in hiring and maintaining qualified staff and managing geographically diverse operations; the disruption of operations from natural disasters or adverse weather conditions (including events that may be caused or exacerbated by climate change), world health events, including the COVID-19 pandemic, labor or political disturbances, terrorist activities, insurrection or war; the imposition of additional foreign governmental controls or regulations on the sale of our products; increased costs of transportation or shipping; the transition away from LIBOR to the Secured Overnight Financing Rate as a benchmark reference for short-term interests; and uncertainties arising from local business practices and cultural considerations.

If any of these risks were to materialize, they may have a material adverse effect on our business, financial condition and results of operations. For example, the current invasion of Ukraine by Russia has significantly escalated tensions among the United States, the North Atlantic Treaty Organization (“NATO”) member states, and Russia, and has led to macroeconomic and geopolitical instability. In response to Russia’s invasion of Ukraine, the United States and other countries have imposed numerous sanctions on Russia, including its major financial institutions and certain other businesses and individuals. The ongoing conflict may also result in additional sanctions being enacted by the United States, other NATO member states, or other countries. The impact of these sanctions, along with the spillover effect of ongoing civil, political and economic disturbances on surrounding areas, may significantly devalue currencies utilized by the Company or have other adverse impacts including increased costs of raw materials and inputs, manufacturing or shipping delays, or result in reputational harm to companies operating in Russia. While local and global supply chains have been impacted by the conflict,


		7

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

particularly with respect to the sourcing and cost of certain raw materials, our supply chain has not been materially adversely impacted as of the date of this prospectus. Further, we have incorporated the recently enacted sanctions and export controls into our existing screening and monitoring procedures in Russia. As of the date of this prospectus, the recently enacted sanctions and export controls have not materially impacted our ability to service our existing customer base.

The invasion of Ukraine by Russia and the sanctions imposed in response to this crisis have increased the level of economic and political uncertainty in Russia. On April 25, 2022, based upon continued developments within the month, we announced that we have decided it may be required to transition out of business in Russia and are evaluating options and possible timing for this transition. We continue to fulfill current contractual obligations while addressing applicable laws and regulations. In the first quarter of 2022, Russia represented approximately 6% of our total revenue, and $5 million in Net income. Russia also had approximately 2% of our total net assets as of April 1, 2022. Russia has a cumulative translation loss of approximately $100 million, which could be realized upon a transition. To cover credit risks related to Russian and Ukrainian operations, we increased our allowances on receivables by approximately $4.0 million during the first quarter of 2022. We are closely monitoring the developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting our ability to fulfill our contractual obligations could have an adverse effect on our results of operations.

We cannot predict the impact of these events and any heightened military conflict or geopolitical instability that may follow, including heightened operating risks and production disruptions in Russia and Europe, additional sanctions or counter-sanctions, heightened inflation, cyber-disruptions or attacks, higher energy costs, higher manufacturing costs, disruptions in raw materials supplies, increased raw material costs and higher supply chain costs. Such events may negatively impact our results of operations, cash flows and financial condition.

Additionally, other changes in U.S. policy regarding international trade, including import and export regulation and international trade agreements, could also negatively impact our business. In 2018, the United States imposed tariffs on steel and aluminum as well as on goods imported from China and certain other countries, which has resulted in retaliatory tariffs by China and other countries. Additional tariffs imposed by the United States on a broader range of imports, or further retaliatory trade measures taken by China or other countries in response, could result in an increase in supply chain costs that we may not be able to offset or otherwise adversely impact our results of operations.

The impact of the United Kingdom’s withdrawal from the European Union and its full effects are still uncertain and will depend on among other things, the financial, trade, regulatory, and legal implications of the trade and cooperation agreement the United Kingdom and the European Union enter into and any future agreements. This uncertainty regarding the economic outlook of the United Kingdom has caused, and may continue to cause, volatility in foreign exchange rates, which could have an adverse effect on our revenue growth in future periods. Any trade barriers resulting from the exit may disrupt distribution channels, increase our Cost of sales, and limit our ability to achieve future product margin growth. We may also face new regulatory costs, employee retention, and other challenges that could have an adverse effect on our business.

In many foreign countries, particularly in those with developing economies, there are companies that engage in business practices prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act. Although we implement policies, procedures and training designed to facilitate compliance with these laws, our employees, contractors and agents, as well as those of the companies to which we outsource certain of our business operations, may take actions in violation of our policies, which could result in civil or criminal enforcement actions and penalties, create a substantial liability for us and also cause a loss of reputation in the market.


		8

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Any impairment in the value of our intangible assets, including Goodwill, would negatively affect our operating results and total capitalization.

Our Total assets reflect substantial intangible assets, primarily Goodwill. The Goodwill results from our acquisitions, representing the excess of cost over the fair value of the net assets we have acquired. We assess at least annually whether there has been impairment in the value of our indefinite-lived intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, or if market conditions for an acquired business decline, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for Goodwill impairment. Any determination requiring the write-off of a significant portion of unamortized intangible assets would adversely affect our business, financial condition, results of operations and total capitalization, the effect of which could be material.

Our business subjects us to the possibility of product liability lawsuits, which could harm our business.

As the manufacturer of equipment for use in industrial markets, we may be subject to product liability claims. Component failures, manufacturing nonconformances, design defects, or inadequate disclosure of product-related risks or product-related information with respect to our products could result in unsafe conditions, injury or death. In addition, some of our products contain components manufactured by third parties, which may also have defects. Our product liability insurance policies have limits that may not be sufficient to cover claims made. In addition, this insurance may not continue to be available at a reasonable cost. With respect to components manufactured by third-party suppliers, the contractual indemnification that we seek from our third-party suppliers may be limited and thus insufficient to cover claims made against us. If insurance coverage or contractual indemnification is insufficient to satisfy product liability claims made against us, the claims could have an adverse effect on our business and financial condition. Even claims without merit could harm our reputation, reduce demand for our products, cause us to incur substantial legal costs and distract the attention of our management. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We rely on information technology networks and systems, including the Internet, cloud-based services and third-party service providers, to process, transmit and store electronic information, personally identifiable information, credit card and other financial information, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing, collection, communication with our employees, customers, dealers and suppliers, business acquisitions and other corporate transactions, compliance with regulatory, legal and tax requirements, and research and development. These information technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures or computer viruses. If these information technology systems suffer severe damage, disruption or shutdown and business continuity plans do not effectively resolve the issues in a timely manner, our business, financial condition, results of operations, and liquidity could be materially adversely affected.

In addition, our information technology networks and systems are subject to security threats and sophisticated cyber-based attacks, including, but not limited to, denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering, or physical breaches, that can cause deliberate or unintentional damage, destruction or misuse, manipulation, denial of access to or disclosure of confidential or important information by our employees, suppliers or third-party service providers. Additionally, advanced persistent attempts to gain unauthorized access or deny access to, or otherwise disrupt, our systems and those of third-party service providers we rely on are increasing in


		9

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

sophistication and frequency. We expect to continue to confront efforts by hackers and other third parties to gain unauthorized access or deny access to, or otherwise disrupt, our information technology systems and networks. Any such future attacks could have a material adverse effect on our business, financial condition, results of operations or liquidity. We can provide no assurance that our efforts to actively manage technology risks potentially affecting our systems and networks will be successful in eliminating or mitigating risks to our systems, networks and data or in effectively resolving such risks when they materialize. A failure of or breach in information technology security of our own systems, or those of our third-party vendors, could expose us and our employees, customers, dealers and suppliers to risks of misuse of information or systems, the compromise of confidential information, manipulation and destruction of data, defective products, production downtimes and operations disruptions. Any of these events in turn could adversely affect our reputation, competitive position, including loss of customers and revenue, business, results of operations and liquidity. In addition, such breaches in security could result in litigation, regulatory action and potential liability, including liability under federal or state laws that protect the privacy of personal information, as well as the costs and operational consequences of implementing further data protection measures.

Additionally, to conduct our operations, we regularly move data across national borders, and consequently we are subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security. The scope of the laws that may be applicable to us is often uncertain and may be conflicting, particularly with respect to foreign laws. In January 2021, following its exit from the European Union, the United Kingdom transposed the European Union’s General Data Protection Regulation (the “GDPR”) into its domestic law with its own version of the GDPR, which currently imposes the same obligations as the GDPR in most material respects. Other countries have enacted or are enacting data localization laws that require data to stay within their borders. The United States has also recently seen a significantly increased focus on the regulation of personal data, led by the passage of various comprehensive privacy and data protection laws at the state level. For example, the California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020, requires, among other things, that covered companies provide new disclosures to California consumers and affords such consumers with certain rights, including the ability to opt out of certain types of data sharing and sales of their personal information. The enactment of the CCPA has led a wave of similar legislative developments in other states in the United States, which creates the potential for a patchwork of overlapping but different state laws and could mark the beginning of a trend toward more stringent privacy legislation in the United States. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time.

A material disruption at any of our manufacturing facilities could adversely affect our ability to generate sales and meet customer demand.

If operations at any of our manufacturing facilities were to be disrupted as a result of a significant equipment failure, natural disaster or adverse weather conditions (including events that may be caused or exacerbated by climate change), power outage, fire, explosion, terrorism, cyber-based attack, health epidemic or pandemic or other contagious outbreak, such as the COVID-19 pandemic, labor dispute or shortage or other reason, our financial performance could be adversely affected as a result of our inability to meet customer demand for our products.

Interruptions in production could increase our costs and reduce our sales. Any interruption in production capability could require us to make substantial capital expenditures to remedy the situation or rely on third-party manufacturers, which could negatively affect our profitability and financial condition. Any recovery under our property damage and business interruption insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations, which could adversely affect our business, financial condition and results of operations.


		10

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

As of December 31, 2021, approximately 50% of our associates were represented by a number of different trade unions and works councils. Further, as of that date, we had approximately 8,111 associates, representing 87% of our worldwide associate base, in foreign locations. In Canada, Australia and various countries in Europe, Asia, and Central and South America, by law, certain of our associates are represented by a number of different trade unions and works councils, which subject us to employment arrangements very similar to collective bargaining agreements. Further, the laws of certain foreign countries may place restrictions on our ability to take certain employee-related actions or require that we conduct additional negotiations with trade unions, works councils or other governmental authorities before we can take such actions.

If our associates represented by trade unions or works councils were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations. Such disruption could interfere with our business operations and could lead to decreased productivity, increased labor costs and lost revenue as well as adversely impact our reputation. The representation committees that negotiate with the foreign trade unions or works councils on our behalf may not be successful in negotiating new collective bargaining agreements or other employment arrangements when the current ones expire. Furthermore, future labor negotiations could result in significant increases in our labor costs. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain and protect our intellectual property rights or challenges to these rights by third parties may affect our operations and financial performance.

The market for many of our products is, in part, dependent upon patent, trademark, copyright and trade secret laws, agreements with employees, customers and other third parties including confidentiality agreements, invention assignment agreements and proprietary information agreements, to establish and maintain our intellectual property rights, and the Goodwill engendered by our trademarks and trade names. The protection and enforcement of these intellectual property rights is therefore material to our business. The failure to protect these rights may have a material adverse effect on our business, financial condition and results of operations. Litigation may be required to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights of others. It may be particularly difficult to enforce our intellectual property rights in countries where such rights are not highly developed or protected. Any action we take to protect or enforce our intellectual property rights could be costly and could absorb significant management time and attention. As a result of any such litigation, we could lose our proprietary rights.

In addition, third parties may claim that we or our customers are infringing upon their intellectual property rights. Any claims of intellectual property infringement may subject us to costly and time-consuming defense actions and, should our defenses not be successful, may result in the payment of damages, redesign of affected products, entry into settlement or license agreements, or a temporary or permanent injunction prohibiting us from manufacturing, marketing or selling certain of our products. It is also possible that others will independently develop technology that will compete with our patented or unpatented technology. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Our defined benefit pension plans and post-retirement medical and death benefit plans are or may become subject to funding requirements or obligations that could adversely affect our business, financial condition and results of operations.

We operate defined benefit pension plans and post-retirement medical and death benefit plans for current and former employees worldwide. Each plan’s funding position is affected by the investment performance of the


		11

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

plan’s investments, changes in the fair value of the plan’s assets, the type of investments, the life expectancy of the plan’s members, changes in the actuarial assumptions used to value the plan’s liabilities, changes in the rate of inflation and interest rates, our financial position, as well as other changes in economic conditions. Furthermore, since a significant proportion of the plans’ assets are invested in publicly traded debt and equity securities, they are, and will be, affected by market risks. Any detrimental change in any of the above factors is likely to worsen the funding position of each of the relevant plans, and this would likely require the plans’ sponsoring employers to increase the contributions currently made to the plans to satisfy our obligations. Any requirement to increase the level of contributions currently made could have a material adverse effect on our business, financial condition and results of operations.

Significant movements in foreign currency exchange rates may harm our financial results.

We are exposed to fluctuations in currency exchange rates. During the year ended December 31, 2021, approximately 78% of our sales were derived from operations outside the United States. A significant portion of our revenues and income are denominated in foreign currencies. Large fluctuations in the rate of exchange between foreign currencies and the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Changes in the currency exchange rates may impact our financial results positively or negatively in one period and not another, which may make it difficult to compare our operating results from different periods. For example, during 2018, Argentina became a highly inflationary economy, resulting in the remeasurement of our Argentinian operations. Future impacts to earnings of applying highly inflationary accounting for Argentina on our financial statements will be dependent upon movements in the applicable exchange rates.

We also face exchange risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Although we use the U.S. dollar as our functional currency for reporting purposes, we have manufacturing sites throughout the world and a substantial portion of our costs are incurred and sales are generated in foreign currencies. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. Further, we may be subject to foreign currency translation losses depending upon whether foreign nations devalue their currencies.

We are dependent on the availability of raw materials, as well as parts and components used in our products.

While we manufacture many of the parts and components used in our products, we purchase a substantial amount of raw materials, parts and components from suppliers. The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and prevailing price levels, trade disputes and increased tariffs. Any significant change in the supply of, or price for, these raw materials, parts or components could materially affect our business, financial condition and results of operations. In addition, delays in the delivery of raw materials, parts or components by suppliers could cause delays in our delivery of products to our customers.

Additionally, political and economic instability and changes in government regulations in China and other parts of Asia or any health epidemics or pandemics or other contagious outbreaks, such as the COVID-19 pandemic, could affect our ability to continue to receive materials from suppliers there. The loss of suppliers in these areas, any other interruption or delay in the supply of required materials or our inability to obtain these materials at acceptable prices and within a reasonable amount of time could impair our ability to meet scheduled product deliveries to our customers and could hurt our reputation and cause customers to cancel orders.


		12

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The markets we serve are highly competitive and some of our competitors may have superior resources. If we are unable to respond successfully to this competition, this could reduce our sales and operating margins.

Our business operates in highly fragmented and competitive markets. In order to maintain and enhance our competitive position, we intend to, among other things, continue investing in manufacturing quality, marketing, customer service and support, distribution networks, and research and development. We may not have sufficient resources to continue to make these investments and we may not be able to maintain our competitive position. Our competitors may develop products that are superior to our products or more widely accepted, develop methods of more efficiently and effectively providing products and services, adapt more quickly than us to new technologies or evolving customer requirements or have a larger product portfolio. Some of our competitors may also have greater financial, marketing and research and development resources than we have or stronger name recognition. As a result, those competitors may be better able to withstand the effects of periodic economic downturns. In addition, pricing pressures could cause us to adjust the prices of some of our products to stay competitive. The development of new technologies by competitors that may compete with our technologies could reduce demand for our products and affect our financial performance. Should we not be able to maintain or enhance the competitive values of our products or develop and introduce new products or technologies successfully, or if new products or technologies fail to generate sufficient revenues to offset research and development costs, our business, financial condition and operating results could be materially adversely affected.

We may not be able to compete successfully with our existing competitors or with new competitors. If we fail to compete successfully, the failure may have a material adverse effect on our business, financial condition and results of operations. Please see “Business—Industry and Competition” for additional information about the competitive markets in which we operate.

Changes in our tax rates or exposure to additional income tax liabilities could adversely affect our financial results.

Our future effective income tax rates could be unfavorably affected by various factors, including, among others, changes in the tax rates, rules and regulations in jurisdictions in which we generate income. A number of countries where we do business, including the United States and many countries in the European Union, have implemented, and are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations. Moreover, the current U.S. presidential administration may increase the likelihood of changes to U.S. federal income tax law. Additionally, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are subject to potential evolution. For example, an outgrowth of the Organization for Economic Co-operation and Development’s (“OECD”) original Base Erosion and Profit Shifting (“BEPS”) project is an ongoing project undertaken by the 139 member countries of the expanded OECD Inclusive Framework focused on “Addressing the Challenges of the Digitalization of the Economy,” which may impact all multinational businesses by potentially redefining jurisdictional taxation rights with Pillar One and Pillar Two blueprints. As these and other tax laws, regulations and norms change or evolve, our financial results could be materially impacted. Given the unpredictability of these possible changes, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.

In addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts recorded, our future financial results may include unfavorable tax adjustments.

Acquisitions are expected to be a significant part of our growth strategy. If we are unable to identify suitable acquisition candidates, complete any proposed acquisitions or successfully integrate the businesses we acquire, our growth strategy may not succeed and we may not realize the anticipated benefits of our acquisitions.

We intend to seek acquisition opportunities both to expand into new markets and to enhance our position in our existing markets. However, our ability to do so will depend on a number of steps, including our ability to:


		13

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

obtain debt or equity financing that we may need to complete proposed acquisitions; identify suitable acquisition candidates; negotiate appropriate acquisition terms; complete the proposed acquisitions; and integrate the acquired business into our existing operations. If we fail to achieve any of these steps, our growth strategy may not be successful.

Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, systems, controls, technologies, personnel, services and products of the acquired company, the potential loss of key employees, customers, suppliers and distributors of the acquired company, and the diversion of our management’s attention from other business concerns. The failure to successfully integrate acquired businesses in a timely manner, or at all, or the incurrence of significant unanticipated expenses associated with integration activities, including information technology integration fees, legal compliance costs, facility closure costs and other restructuring expenses, could have an adverse effect on our business, financial condition and results of operations.

In addition, the anticipated benefits of an acquisition may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and sales synergies, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are not able to realize the anticipated benefits and synergies from our acquisitions within a reasonable time, our business, financial condition and results of operations may be adversely affected.

Additionally, we may underestimate or fail to discover liabilities relating to acquisitions during our due diligence investigations, and we, as the successor owner of an acquired company, might be responsible for those liabilities. Such liabilities could have a material adverse effect on our business, financial condition and results of operations.

We may require additional capital to finance our operating needs and to finance our growth, including acquisitions. If the terms on which the additional capital is available are unsatisfactory, if the additional capital is not available at all or if we are not able to fully access credit under future credit agreements, we may not be able to pursue our growth strategy.

Our growth strategy will require additional capital investment to complete acquisitions, integrate the completed acquisitions into our existing operations and expand into new markets. We intend to pay for future acquisitions using cash, capital stock, notes, assumption of indebtedness or any combination of the foregoing. To the extent that we do not generate sufficient cash internally to provide the capital we require to fund our growth strategy and future operations, we will require additional debt or equity financing. This additional financing may not be available or, if available, may not be on terms acceptable to us. Further, high volatility in the capital markets and in our stock price may make it difficult for us to access the capital markets at attractive prices, if at all. If we are unable to obtain sufficient additional capital in the future, it may limit our ability to fully implement our growth strategy. Even if future debt financing is available, it may result in (i) increased interest expense, (ii) increased term loan payments, (iii) increased leverage and (iv) decreased income available to fund further acquisitions and expansion. It may also limit our ability to withstand competitive pressures and make us more vulnerable to economic downturns. If future equity financing is available, issuances of our equity securities may significantly dilute our existing stockholders.

Risks Related to Litigation and Regulatory Compliance

Certain subsidiaries contributed by Colfax immediately prior to the consummation of the separation and pursuant to the terms of the separation agreement are one of many defendants in a large number of lawsuits that


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Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries nor were these subsidiaries producers or direct suppliers of asbestos. Additionally, pursuant to the definitive purchase agreements related to the sale of Colfax’s Fluid Handling (“FH”) and Air and Gas Handling (“AGH”) businesses, Colfax and its subsidiaries retained the asbestos-related contingencies and insurance coverage related to these businesses, even though Colfax sold the operating assets of the FH and AGH businesses. In connection with the separation, we agreed to indemnify Colfax for, among other things, the retained asbestos-related contingencies and liabilities related to these businesses. See “Business—Legal Proceedings,” “Certain Relationships and Related Person Transactions—Agreements with Enovis” and “ —Risks Related to the Separation and Our Relationship with Enovis—Potential indemnification obligations to Enovis pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.”

For purposes of our financial statements, we have estimated the future claims exposure and the amount of insurance available based upon certain assumptions with respect to future claims and liability costs. We estimate the liability costs to be incurred in resolving pending and forecasted claims for the next 15-year period as well as the amount of insurance proceeds available for such claims. We reevaluate these estimates regularly. Although we believe our current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially different than the estimates, and future revaluation of liabilities and insurance recoveries could result in material adjustments to these estimates, any of which could materially and adversely affect our business, financial condition and results of operations.

In addition, we expect to incur defense, settlement and/or judgment costs related to those claims, a portion of which has historically been reimbursed by insurers. We also expect to incur legal costs in connection with efforts to recover insurance from certain of the contributed subsidiaries’ insurers relating to insurance coverage. These costs may be significant, and we may not be able to predict the amount or duration of such costs. Additionally, we may experience delays in receiving reimbursement from insurers, during which time we may be required to pay cash for settlement or legal defense costs. Any increase in the actual number of future claims brought against us, the costs of defending or resolving these claims, the costs of pursuing claims against our insurers, the likelihood and timing of payment by, and the solvency of, insurers and the amount of remaining insurance available, could materially and adversely affect our business, financial condition and results of operations. See “Business—Legal Proceedings” and “Certain Relationships and Related Person Transactions—Agreements with Enovis.”

Certain of our independent foreign subsidiaries have conducted and may continue to conduct business in countries subject to U.S. sanctions and embargoes or may engage in business dealings with parties whose property or property interests may be blocked under non-country-specific U.S. sanctions programs. Failure to comply properly with various sanction and embargo laws to which we and our operations may be subject may result in enforcement or other regulatory actions. Specifically, from time to time, certain of our independent foreign subsidiaries sell products to companies and entities located in, or controlled by the governments of, certain countries that are or have previously been subject to sanctions and embargoes imposed by the U.S. government, the United Nations or other countries where we maintain operations. With the exception of the U.S. sanctions against Cuba and Iran, the applicable sanctions and embargoes generally do not prohibit our foreign subsidiaries from selling non-U.S.-origin products and services to countries that are or have previously been subject to sanctions and embargoes. However, our U.S. personnel, each of our domestic subsidiaries, as well as our employees of foreign subsidiaries who are U.S. citizens, are prohibited from participating in, approving or otherwise facilitating any aspect of the business activities in those countries or with persons


		15

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

prohibited under U.S. sanctions. These constraints impose compliance costs and risks on our operations and may negatively affect the financial or operating performance of such business activities.

In addition, the invasion of Ukraine by Russia and the sanctions imposed in response to this crisis have increased the level of economic and political uncertainty in Russia. On April 25, 2022, based upon continued developments within the month, we announced that we have decided it may be required to transition out of business in Russia and are evaluating options and possible timing for this transition. We continue to fulfill current contractual obligations while addressing applicable laws and regulations. We are closely monitoring the developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting our ability to fulfill our contractual obligations could have an adverse effect on our results of operations.

Our efforts to comply with U.S. and other applicable sanction and embargo laws may not be effective, and as a consequence we may face enforcement or other actions if our compliance efforts are not or are perceived as not being wholly effective. Actual or alleged violations of these laws could lead to substantial fines or other sanctions which could result in substantial costs. In addition, Syria, Sudan and Iran and certain other sanctioned countries currently are identified by the U.S. State Department as state sponsors of terrorism, and have been subject to restrictive sanctions. Because certain of our independent foreign subsidiaries have contact with and transact limited business in certain U.S. sanctioned countries, including sales to enterprises controlled by agencies of the governments of such countries, our reputation may suffer due to our association with these countries, which may have a material adverse effect on the price of our common stock and our business, financial condition and results of operations. In addition, certain U.S. states and municipalities have enacted legislation regarding investments by pension funds and other retirement systems in companies that have business activities or contacts with countries that have been identified as state sponsors of terrorism and similar legislation may be pending in other states. As a result, pension funds and other retirement systems may be subject to reporting requirements with respect to investments in companies such as ESAB or may be subject to limits or prohibitions with respect to those investments that may have a material adverse effect on the price of our common stock and our business, financial condition and results of operations.

Some of our products manufactured or assembled in the United States are subject to the U.S. Export Administration Regulations, administered by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”), which require that an export license is obtained before such products can be exported to certain countries, and the U.S. Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) trade and economic sanctions programs. Additionally, some of our products are subject to the International Traffic in Arms Regulations, which restrict the export of certain military or intelligence-related items, technologies and services to non-U.S. persons. Such regulations may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries or territories that are the subject of comprehensive embargoes, as well as with certain individuals or entities. Failure to comply with these laws could harm our business by subjecting us to sanctions by the U.S. government, including substantial monetary penalties, denial of export privileges and debarment from U.S. government contracts. For example, from 2016 through 2020, one of our foreign subsidiaries engaged in certain transactions, a limited number of which included U.S. origin goods, either directly or indirectly through distributors, involving sales to specially designated nationals and/or to the Crimea region of Ukraine, which may have been made in violation of relevant trade sanctions or export control laws. We submitted a voluntary disclosure report to relevant U.S. government agencies regarding these transactions. On March 26, 2021 and August 26, 2021, Colfax received letters from BIS and OFAC, respectively, warning Colfax against future violations, and closing their respective matters without further action. Enovis has received no further communications from any other relevant U.S. government agencies.


		16

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

We are subject to a variety of increasingly stringent environmental and health and safety laws for which compliance, or related liabilities, could be costly.

We and our business are subject to international, federal, state and local environmental and safety laws and regulations, including laws and regulations governing emissions of regulated air pollutants and greenhouse gases; discharges of wastewater and storm water; storage and handling of raw materials; the use, manufacture, handling, storage and disposal of hazardous materials; generation, storage, transportation and disposal of regulated wastes; and laws and regulations governing worker safety. These requirements impose certain responsibilities on our business, including the obligation to obtain and maintain various environmental permits. If we were to fail to comply with these requirements or fail to obtain or maintain a required permit, we could be subject to penalties and be required to undertake corrective action measures to achieve compliance.

In addition, under various federal, state and local laws, regulations and ordinances, and, in some instances, international laws, relating to the protection of the environment, a current or former owner or operator of real property may be liable for the cost to remove or remediate contamination on, under, or released from, such property and for any damage to natural resources, such as soil or groundwater, resulting from such contamination. Similarly, a generator of waste can be held responsible for contamination resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Moreover, noncompliance could subject us to private claims for property damage or personal injury based on exposure to hazardous materials or unsafe working conditions. In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities.

In addition, any environmental liability may be joint and several. Moreover, the presence of contamination or the failure to remediate contamination at our properties, or properties for which we are deemed responsible, may expose us to liability for property damage or personal injury, or materially adversely affect our ability to sell our real property interests or to borrow using the real property as collateral. We could be subject to environmental liabilities in the future as a result of historic or current operations that have resulted or will result in contamination.

The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

We are exposed to certain regulatory and financial risks related to climate change, which could adversely affect our business, financial condition, results of operations and cash flows.

Continuing political and social attention to the issue of climate change has resulted in both existing and pending international agreements and national, regional or local legislation and regulatory measures to limit greenhouse gas emissions, such as cap and trade regimes, carbon taxes, restrictive permitting, increased fuel efficiency standards and incentives or mandates for renewable energy. Such measures could subject us to additional costs and restrictions and require significant operating and capital expenditures, which could impact our business, financial condition, results of operations and cash flows. Additionally, such measures may impact our customers, which could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.

Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our reputation and our business, financial condition and results of operations.

In addition to the environmental, health, safety, anti-corruption, export control, privacy, data protection, data security and other regulations noted above, our businesses are also subject to extensive regulation by U.S. and


		17

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local, and other jurisdictional levels. Certain of our gas control products are classified as medical devices that are subject to regulation by the U.S. Food and Drug Administration and under the European Union Medical Device Regulation, as well as by other federal and local governmental agencies, and by certain accrediting bodies. To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution, and post-marketing surveillance of such products. We are also required to comply with ever changing labor and employment laws and regulations in multiple jurisdictions. These changes could negatively impact our business or financial position.

These are not the only regulations that our businesses must comply with. The regulations we are subject to have tended to become more stringent over time and may be inconsistent across jurisdictions. Failure to comply with the regulations referenced above or any other regulations could result in civil and criminal, monetary and non-monetary penalties, and any such failure or alleged failure could also damage our reputation, disrupt our business, limit our ability to manufacture, import, export, and sell products and services, result in loss of customers and cause us to incur significant legal and investigatory fees. Compliance with these and other regulations may also affect our returns on investment, require us to incur significant expenses, or modify our business model or impair our flexibility in modifying product, marketing, pricing, or other strategies for growing our business. Our products and operations are also often subject to the rules of industrial standards bodies such as the International Standards Organization, and failure to comply with these rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our reputation and our business, financial condition and results of operations.

Risks Related to the Separation and Our Relationship with Enovis

The historical information about us in this prospectus refers to our businesses as operated by and integrated with Colfax. Our historical financial information included in this prospectus is derived from the consolidated financial statements and accounting records of Colfax. Accordingly, the historical financial information included in this prospectus does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below:

•

prior to the separation, our businesses were operated by Colfax as part of its broader corporate organization, rather than as a separate, publicly traded company. Colfax or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, internal audit, human resources and finance. Our historical financial results reflect allocations of corporate expenses from Colfax for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate publicly traded company. As a result of the separation, our cost related to such functions previously performed by Colfax may therefore increase;

•

prior to the separation, our businesses were integrated with the other businesses of Enovis. Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although we entered into transition agreements with Enovis, these arrangements may not fully capture the benefits that we previously enjoyed as a result of being integrated with Enovis and may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition as a result of the separation;

•

generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Colfax. As a result of the separation, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements;


		18

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

•

as a result of the separation, the cost of capital for our businesses may be higher than Colfax’s cost of capital prior to the separation; and

•

our historical financial information does not reflect the debt or the associated interest expense that we incurred as part of the separation and distribution.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from Enovis. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited combined financial statements and notes thereto included elsewhere in this prospectus.

As a separate, publicly traded company, we may not enjoy the same benefits that we did as a part of Colfax.

There is a risk that, as a result of our separation from Colfax, we may be more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the current Enovis organizational structure. As part of Colfax, we were able to enjoy certain benefits from Colfax’s operating diversity, purchasing power and opportunities to pursue integrated strategies with Colfax’s other businesses. As a separate, publicly traded company, we do not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets.

Future sales by Enovis or others of our common stock, the resale of restricted common stock, or the perception that such sales or resales may occur, could depress our common stock price.

As a result of the distribution, Enovis owns 10.0% of the economic interest and voting power of our outstanding common stock. We are unable to predict with certainty whether or when Enovis will sell a substantial number of shares of our common stock following the distribution. Sales by Enovis or others of a substantial number of shares after the distribution, or a perception that such sales could occur, could significantly reduce the market price of our common stock.

Pursuant to that certain registration rights agreement we entered into with Mitchell P. Rales and Steven M. Rales (together, the “Rales Holders”), the Rales Holders and their permitted transferees have registration rights for the resale of certain shares of our common stock. These registration rights, which pursuant to the agreement will become available to the Rales Holders one year post distribution, would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales by the Rales Holders or their permitted transferees of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

On April 1, 2022, we filed a registration statement on Form S-8 registering under the Securities Act the shares of our common stock reserved for issuance under equity and incentive plan or plans. If equity securities granted under such an equity and incentive plan or plans are sold or it is perceived that they will be sold in the public market, the trading price of our common stock could decline substantially. These sales also could impede our ability to raise future capital.

Some of our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them, or may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.


		19

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Potential indemnification obligations to Enovis pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

The separation agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make us financially responsible for all liabilities that Enovis may incur or may exist relating to our business activities (as currently and historically conducted) and those of Colfax’s divested FH and AGH businesses, whether incurred prior to or after the separation. For example, pursuant to the separation agreement, we have agreed to indemnify Enovis for, among other things, the retained asbestos-related contingencies and liabilities related to the sale of Colfax’s FH and AGH businesses. See “ —Risks Related to Litigation and Regulatory Compliance—Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.”

If we are required to indemnify Enovis under the circumstances set forth in the separation agreement, we may be subject to substantial liabilities. See “Business—Legal Proceedings” and “Certain Relationships and Related Person Transactions—Agreements with Enovis.”

Pursuant to the separation agreement and certain other agreements with Enovis, Enovis has agreed to indemnify us for certain liabilities as discussed further in “Certain Relationships and Related Person Transactions.” However, third parties could also seek to hold us responsible for any of the liabilities that Enovis has agreed to retain, and there can be no assurance that the indemnity from Enovis will be sufficient to protect us against the full amount of such liabilities, or that Enovis will be able to fully satisfy its indemnification obligations. In addition, Enovis’s insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the separation, and in any event Enovis’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if we ultimately succeed in recovering from Enovis or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our businesses, financial position, results of operations and cash flows.

If the distribution, together with certain related transactions, fails to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code, Enovis and its stockholders could incur significant tax liabilities, and we could be required to indemnify Enovis for taxes that could be material pursuant to indemnification obligations under the tax matters agreement that we entered into with Enovis on April 4, 2022.

The distribution was conditioned upon, among other things, Colfax’s receipt of a private letter ruling from the IRS and the opinion of Latham & Watkins LLP, tax counsel to Colfax, both of which Colfax has received, regarding the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. The private letter ruling and the opinion were based on, among other things, certain factual assumptions, representations and undertakings from Colfax and us, including those regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these factual assumptions, representations, or undertakings are incorrect or not satisfied, Enovis may not be able to rely on the private letter ruling or opinion, and Enovis and its stockholders could be subject to significant U.S. federal income tax liabilities. In addition, the private letter ruling does not address all the requirements for determining whether the distribution will qualify for tax-free treatment, and the opinion, which addresses all such requirements, relies on the private letter ruling as to matters covered by the ruling and is not binding on the IRS or the courts. Notwithstanding any private letter ruling or opinion of tax counsel, the IRS could determine on audit that the distribution does not qualify for tax-free treatment if it determines that any of these factual


		20

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

assumptions, representations or undertakings are not correct or have been violated or that the distribution should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the distribution.

If the distribution is ultimately determined not to qualify for tax-free treatment, the distribution could be treated as a taxable disposition of shares of ESAB stock by Enovis and as a taxable dividend or capital gain to Enovis’s stockholders for U.S. federal income tax purposes. In such case, Enovis and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.

Under the tax matters agreement that we entered into with Enovis on April 4, 2022, we are generally required to indemnify Enovis against taxes incurred by Enovis that arise as a result of actions or omissions by us that prevent the distribution, together with certain related transactions, from qualifying as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Enovis—Tax Matters Agreement.”

We might not be able to engage in certain transactions and equity issuances as a result of the distribution.

Our ability to engage in equity transactions could be limited or restricted in order to preserve, for U.S. federal income tax purposes, the qualification of the distribution, together with certain related transactions, as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Even if the distribution otherwise qualifies for tax-free treatment to Enovis’s stockholders under Section 355 of the Code, it may result in corporate-level taxable gain to Enovis if there is a 50% or greater change in ownership, by vote or value, of shares of ESAB’s stock, Enovis’s stock or the stock of a successor of either occurring as part of a plan or series of related transactions that includes the distribution. Any acquisitions or issuances of ESAB’s stock or Enovis’s stock within two years of the distribution are generally presumed to be part of such a plan, although Enovis may be able to rebut that presumption.

Under the tax matters agreement that we entered into with Enovis on April 4, 2022, we are required to comply with the representations made in the private letter ruling Colfax received and in materials submitted to the IRS in connection therewith and to legal counsel in connection with the tax opinion Colfax received regarding the intended tax treatment of the distribution and certain related transactions. The tax matters agreement also restricts our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment. In particular, except in specific circumstances, in the two years following the distribution, we are restricted from, among other things, (i) entering into any transaction pursuant to which all or a portion of our equity would be acquired, whether by merger or otherwise, and (ii) ceasing to actively conduct certain of our businesses. These restrictions may limit for a period of time our ability to pursue certain transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our businesses. For more information, see the section entitled “Certain Relationships and Related Person Transactions—Agreements with Enovis—Tax Matters Agreement.”

Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interests in Enovis. Also, Christopher Hix, in addition to serving as Enovis’s Executive Vice President, Finance and Chief Financial Officer, serves as an ESAB director, which may create the appearance of or actual conflicts of interest.

Because of their current or former positions with Enovis, certain of our executive officers and directors own equity interests in Enovis. Continuing ownership of shares of Enovis common stock and equity awards could create, or appear to create, potential conflicts of interest if we and Enovis face decisions that could have implications for both Enovis and us. In addition, one of Enovis’s current executive officers is a member of our board of directors (the “Board”) and two members of Enovis’s board of directors serve on our Board, any of which could create, or appear to create, potential conflicts of interest when we and Enovis encounter opportunities or face decisions that could have implications for both companies or in connection with the allocation of such director’s time between Enovis and us.


		21

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Enovis may compete with us.

Enovis is not restricted from competing with us. If Enovis in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our businesses.

We may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others:

•

the separation will allow investors to separately value Enovis and us based on Enovis’s and our distinct investment identities. Our businesses differ from Enovis’s other businesses in several respects, such as the market for products and manufacturing processes. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics;

•

the separation will create an independent equity structure that will afford us direct access to the capital markets and facilitate our ability to capitalize on our unique growth opportunities;

•

the separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s businesses, and may enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives;

•

the separation will permit each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital. This will provide each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs; and

•

the separation will allow us and Enovis to more effectively pursue our and Enovis’s distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. For example, while our management will be enabled to focus exclusively on our businesses, the management of Enovis will be able to grow its businesses. Our and Enovis’s separate management teams will also be able to focus on executing each company’s differing strategic plans without diverting attention from the other businesses.

We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

•

as a part of Colfax, our businesses benefited from Colfax’s size and purchasing power in procuring certain goods and services. After the separation, as a separate entity, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Colfax obtained prior to the separation. We may also incur costs for certain functions previously performed by Colfax, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements, which could cause our profitability to decrease;

•

the actions required to separate our and Enovis’s respective businesses could disrupt our and Enovis’s operations;

•

certain costs and liabilities that were otherwise less significant to Colfax as a whole are more significant for us and Enovis as separate companies after the separation;

•

we (and prior to the separation, Enovis) incurred costs in connection with the transition to being a separate, publicly traded company that included accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems; and


		22

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

•

we may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others, (i) the separation required significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our businesses, (ii) following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of Colfax and (iii) following the separation, our businesses are less diversified than Colfax’s businesses prior to the separation.

If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our businesses, operating results and financial condition could be adversely affected.

We may have received better terms from unaffiliated third parties than the terms we received in our agreements with Enovis.

The agreements we entered into with Enovis in connection with the separation, including the separation agreement, transition services agreement, employee matters agreement, tax matters agreement, intellectual property matters agreement, EBS license agreement and a stockholder’s and registration rights agreement, were prepared in the context of our separation from Colfax while we were still a wholly owned subsidiary of Colfax. Accordingly, during the period in which the terms of those agreements were prepared, we did not have a separate or independent board of directors or a management team that was separate from or independent of Colfax. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Colfax and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Certain Relationships and Related Person Transactions.”

We or Enovis may fail to perform under various transaction agreements that were executed as part of the separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The separation agreement and other agreements entered into in connection with the separation determined the allocation of assets and liabilities between the companies following the separation and include any necessary indemnifications related to liabilities and obligations. The transition services agreement provides for the performance of certain services by each company for the benefit of the other for a period of time after the separation. We rely on Enovis to satisfy its performance and payment obligations under these agreements. If Enovis is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our businesses effectively and our profitability may decline. We have created our own, or engaged third parties to provide, systems and services to replace many of the systems and services that Colfax previously provided to us. However, we may not be successful in implementing these systems and services or in transitioning data from Enovis’s systems to us.

In addition, we expect this process to be complex, time-consuming and costly. We are also establishing or expanding our own tax, treasury, internal audit, investor relations, corporate governance and public company compliance and other corporate functions. We have incurred, or expect to incur, one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Colfax historically provided us prior to the separation. Any failure or significant downtime in our own financial, administrative or other support systems or in Enovis’s financial, administrative or other support systems during the transitional period during which Enovis provides us with support could negatively impact our results of operations or prevent us from paying our suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could negatively affect our results of operations.


		23

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

In particular, our day-to-day business operations rely on information technology systems. A significant portion of the communications among our personnel, customers and suppliers take place on information technology platforms. The transfer of information technology systems from Enovis to us has been, and will continue to be, complex, time consuming and costly. There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and results of operations.

On April 4, 2022, we entered into a $1.75 billion credit facility, $1.2 billion of which was outstanding at the time of the distribution. We also have the ability to incur an additional $50 million of indebtedness pursuant to certain uncommitted credit lines, and in the future we may incur additional indebtedness.

On April 4, 2022, we entered into a $1.75 billion credit facility, $1.2 billion of which was outstanding at the time of the distribution. Based on this $1.2 billion outstanding indebtedness, we estimate that our annual debt service costs, including principal and interest, will be approximately $40 million, which would have represented approximately 16% of our net cash provided by operating activities for the year ended December 31, 2021. We also have the ability to incur an additional $50 million of indebtedness pursuant to certain uncommitted credit lines, and in the future we may incur additional indebtedness. See “Description of Certain Indebtedness.” This debt could have important, adverse consequences to us and our investors, including:

•

requiring a substantial portion of our cash flow from operations to make interest payments;

•

making it more difficult to satisfy other obligations;

•

increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our businesses;

•

limiting our ability to pay dividends;

•

limiting our flexibility in planning for, or reacting to, changes in our businesses and industries; and

•

limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock.

The instruments governing the debt financing contain restrictive covenants that limit our ability to engage in activities that may be in our long-term interest, including for example EBITDA-based leverage and interest coverage ratios. If we breach any of these restrictions and cannot obtain a waiver from the lenders on favorable terms, subject to applicable cure periods, the outstanding indebtedness (and any other indebtedness with cross-default provisions) could be declared immediately due and payable, which would adversely affect our liquidity and financial statements. In addition, any failure to obtain and maintain credit ratings from independent rating agencies would adversely affect our cost of funds and could adversely affect our liquidity and access to the capital markets. If we add new debt, the risks described above could increase. See “Description of Certain Indebtedness.”

The risks described above will increase with the amount of indebtedness we incur, and in the future we may incur significant indebtedness in addition to the indebtedness described above. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.


		24

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of material assets or operations, alter our dividend policy, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The instruments that govern our indebtedness restrict our ability to dispose of assets and may restrict the use of proceeds from those dispositions. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

In addition, we conduct our operations through our subsidiaries. Accordingly, repayment of our indebtedness will depend on the generation of cash flow by our subsidiaries, including certain international subsidiaries, and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make adequate distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may materially adversely affect our business, financial condition and results of operations and our ability to satisfy our obligations under our indebtedness or pay dividends on our common stock.

We are dependent on Enovis to provide us with certain transition services, which may be insufficient to meet our needs, and we may have difficulty finding replacement services or be required to pay increased costs to replace these services after our transition services agreement with Enovis expires.

Historically, Colfax provided significant corporate and shared services related to corporate functions such as executive oversight, risk management, information technology, accounting, audit, legal, investor relations, human resources, tax, treasury, procurement and other services. Following our separation from Colfax, Enovis continues to provide certain of these services on a transitional basis for a fee. While these services are being provided to us by Enovis, we are dependent on Enovis for services that are critical to our operation as a separate, publicly traded company, and our operational flexibility to modify or implement changes with respect to such services and the amounts we pay for them will be limited. After the expiration of the transition services agreement, we may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost and quality of service, comparable to those that we currently receive from Enovis under the transition services agreement. Although we intend to replace portions of the services currently provided by Enovis, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those we currently have in effect.


		25

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Risks Related to the Offering

Prior to the distribution, there was no public market for our common stock. An active trading market for our common stock commenced only recently following the distribution and may not be sustainable. The market price and trading volume of our common stock has fluctuated substantially and may continue to do so due to a number of factors, some of which may be beyond our control, including:

•

our quarterly or annual earnings, or those of other companies in our industry;

•

the failure of securities analysts to cover our common stock;

•

actual or anticipated fluctuations in our operating results;

•

changes in earnings estimated by securities analysts or our ability to meet those estimates;

•

the operating and stock price performance of other comparable companies;

•

changes to the regulatory and legal environment in which we operate;

•

the effects of the COVID-19 pandemic;

•

overall market fluctuations and domestic and worldwide economic conditions; and

•

other factors described in these “Risk Factors” and elsewhere in this prospectus.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common stock.

Any sales of substantial amounts of our common stock in the public market or the perception that such sales might occur, in connection with this offering or otherwise, may cause the market price of our common stock to decline. Upon completion of the offering, we will continue to have an aggregate of approximately million shares of our common stock issued and outstanding. Shares will generally be freely tradeable without restriction or further registration under the Securities Act, except for shares owned by one of our “affiliates,” as that term is defined in Rule 405 under the Securities Act. Shares held by “affiliates” may be sold in the public market if registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

Enovis owns 6,003,431 shares of our common stock. We are a party to a stockholder’s and registration rights agreement with Enovis, pursuant to which we agreed, upon request of Enovis, we will use our reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of our common stock that it retains. We are filing the registration statement on Form S-1 of which this prospectus forms a part pursuant to a request from Enovis to register all shares of our common stock held by Enovis. Sales by Enovis or others of a substantial number of shares after the distribution, or a perception that such sales could occur, could significantly reduce the market price of our common stock. See “Certain Relationships and Related Person Transactions—Agreements with Enovis—Stockholder’s and Registration Rights Agreement.” Any disposition by Enovis of our common stock in the public market in one or more offerings, or the perception that such dispositions could occur, could adversely affect prevailing market prices for our common stock.


		26

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with our second annual report on Form 10-K, we expect we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Our independent registered public accounting firm will also be required to express an opinion as to the effectiveness of our internal control over financial reporting. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operated.

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complicated. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

The obligations associated with being a public company require significant resources and management attention.

We are directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the NYSE. As a separate public company, we are required to, among other things:

•

prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws and rules;

•

have our own board of directors and committees thereof, which comply with federal securities laws and rules and applicable stock exchange requirements;

•

maintain an internal audit function;

•

institute our own financial reporting and disclosure compliance functions;

•

establish an investor relations function;

•

establish internal policies, including those relating to trading in our securities and disclosure controls and procedures; and

•

comply with the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board and the NYSE.

These reporting and other obligations place significant demands on our management and our administrative and operational resources, and we face increased legal, accounting, administrative and other costs and expenses relating to these demands that we had not incurred as a segment of Colfax. Certain of these functions are provided on a transitional basis by Enovis pursuant to a transition services agreement. See “Certain Relationships and Related Person Transactions.” Our investment in compliance with existing and evolving regulatory requirements has resulted in increased administrative expenses and a diversion of management’s time and attention from sales-generating activities to compliance activities, which could have an adverse effect on our business, financial position, results of operations and cash flows.


		27

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.

Prior to the distribution, there was no public market for our common stock. An active trading market for our common stock commenced only recently following the distribution. The market price and trading volume of our common stock has fluctuated substantially and may continue to do so. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, including as a result of the effects of the COVID-19 pandemic, could reduce the market price of shares of our common stock regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our common stock could decrease significantly.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.

On July 18, 2022 we paid a quarterly cash dividend of $0.05 per share of ESAB’s common stock to our stockholders of record as of July 1, 2022. We cannot guarantee that we will continue to pay a dividend in the future. The payment of any dividends in the future, and the timing and amount thereof, to our stockholders will fall within the discretion of our Board. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that the Board deems relevant. For more information, please refer to the section entitled “Market Price of Our Common Stock and Dividend Policy.” Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets.

Your percentage ownership in us may be diluted in the future.

In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we will be granting to our directors, officers and employees. These additional awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock.

In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as the Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the


		28

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred stock could affect the residual value of the common stock. Please refer to the section entitled “Description of Capital Stock.”

Certain provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board. These provisions include, among others:

•

the inability of our stockholders to call a special meeting;

•

the inability of our stockholders to act by written consent;

•

rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

•

the right of the Board to issue preferred stock without stockholder approval;

•

the division of the Board into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;

•

provision that stockholders may only remove directors with cause; and

•

the ability of our directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of the Board) on the Board.

In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the Board of Directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the Board of Directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. Enovis and its affiliates have been approved as an interested stockholder of ours and therefore are not subject to Section 203.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Board and by providing the Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Board determines is not in the best interests of us and our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.


		29

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Our amended and restated certificate of incorporation designates the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders. Our amended and restated certificate of incorporation further designates the federal district courts of the United States of America as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These forum selection provisions could discourage lawsuits against us and our directors, officers, employees and stockholders.

Our amended and restated certificate of incorporation provides that, unless we consent otherwise, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or stockholders to us or our stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or any action asserting a claim governed by the internal affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We recognize that this forum selection clause may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Our amended and restated certificate of incorporation further provides that, unless we consent otherwise, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These forum selection provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors, officers, employees and stockholders. It is possible that a court may find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, in which case we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, or results of operations and result in a diversion of the time and resources of our management and board of directors.

General and Other Risks

Changes in the general economy and the cyclical nature of the markets that we serve could negatively impact the demand for our products and services and harm our operations and financial performance.

Our financial performance depends, in large part, on conditions in the markets we serve and on the general condition of the global economy, which impacts these markets. For example, the COVID-19 global pandemic has resulted in widespread economic disruption which has severely impacted, and will likely continue to severely impact, our business, demand for our products and services and global supply chains. Any sustained weakness in demand for our products and services resulting from a downturn of or uncertainty in the global economy could reduce our sales and profitability. In addition, we believe that many of our customers and suppliers are reliant on liquidity from global credit markets and, in some cases, require external financing to purchase products or finance operations. If our customers lack liquidity or are unable to access the credit markets, it may impact customer demand for our products and services and we may not be able to collect amounts owed to us. Further, our products are sold in many industries, some of which are cyclical and may experience periodic downturns. Cyclical weakness in the industries that we serve could lead to reduced demand for our products and affect our profitability and financial performance. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

The loss of key leadership could have a material adverse effect on our ability to run our business.

We may be adversely affected if we lose members of our senior leadership. We are highly dependent on our senior leadership team as a result of their expertise in our industry and our business. The loss of key leadership or the inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on our business, financial condition and results of operations.


		30

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included in this prospectus are “forward-looking statements” within the meaning of the U.S. federal securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including statements regarding: the anticipated benefits of the separation; the expected financial and operating performance of, and future opportunities for, the Company following the separation; the tax treatment of the separation; the impact of the novel coronavirus disease (“COVID-19”) global pandemic, including the actions by governments, businesses and individuals in response to the situation, on the global and regional economies, financial markets, and overall demand for our products; projections of revenue, profit margins, expenses, tax provisions and tax rates, earnings or losses from operations, impact of foreign exchange rates, cash flows, pension and benefit obligations and funding requirements, synergies or other financial items; plans, strategies and objectives of our management for future operations including statements relating to potential acquisitions, compensation plans or purchase commitments; developments, performance or industry or market rankings relating to products or services; future economic conditions or performance; the outcome of outstanding claims or legal proceedings including asbestos-related liabilities and insurance coverage litigation; potential gains and recoveries of costs; assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements may be, but not always, characterized by terminology such as “believe,” “anticipate,” “should,” “would,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,” “sees,” and similar expressions. These statements are based on assumptions and assessments made by our management as of the date of this prospectus in light of their experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties and actual results or outcomes could differ materially due to numerous factors, including but not limited to the following:

•

our ability to operate as a stand-alone public company;

•

our ability to achieve the intended benefits from the separation;

•

the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;

•

changes in the general economy, as well as the cyclical nature of the markets we serve;

•

supply chain constraints and backlogs, including risks affecting raw materials, part and component availability, labor shortages and inefficiencies, freight and logistical challenges, and inflation in raw material, part, component, freight and delivery costs;

•

risks related to the impact of the COVID-19 global pandemic, including the rise, prevalence and severity of variants of the virus, actions by governments, businesses and individuals in response to the situation, such as the scope and duration of the outbreak, the nature and effectiveness of government actions and restrictive measures implemented in response, supply chain disruptions, the impact on creditworthiness and financial viability of customers, and other impacts on our business and ability to execute business continuity plans;

•

volatility in the commodity markets and certain commodity prices, including oil and steel, due to economic disruptions from the COVID-19 pandemic and various geopolitical events;

•

our ability to identify, finance, acquire and successfully integrate attractive acquisition targets;

•

our exposure to unanticipated liabilities resulting from acquisitions;

•

our ability and the ability of our customers to access required capital at a reasonable cost;

•

our ability to accurately estimate the cost of or realize savings from our restructuring programs;

•

the amount of and our ability to estimate our asbestos-related liabilities;


		31

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

•

the solvency of our insurers and the likelihood of their payment for asbestos-related costs;

•

material disruptions at any of our manufacturing facilities;

•

noncompliance with various laws and regulations associated with our international operations, including anti-bribery laws, export control regulations and sanctions and embargoes;

•

risks associated with our international operations, including risks from trade protection measures and other changes in trade relations;

•

risks associated with the representation of our employees by trade unions and work councils;

•

our exposure to product liability claims;

•

potential costs and liabilities associated with environmental, health and safety laws and regulations, including related to climate change;

•

failure to maintain, protect and defend our intellectual property rights;

•

the loss of key members of our leadership team;

•

restrictions in our financing arrangements that may limit our flexibility in operating our business;

•

impairment in the value of intangible assets;

•

the funding requirements or obligations of our defined benefit pension plans and other postretirement benefit plans;

•

significant movements in foreign currency exchange rates or inflation rates;

•

new regulations and customer and investor preferences reflecting an increased focus on environmental, social and governance issues, including regulations related to the use of conflict minerals;

•

service interruptions, data corruption, cyber-based attacks or network security breaches affecting our information technology infrastructure;

•

risks arising from changes in technology;

•

the competitive environment in our industries;

•

changes in our tax rates, realizability of deferred tax assets, or exposure to additional income tax liabilities, including the effects of the COVID-19 global pandemic and the Coronavirus Aid, Relief, and Economic Security Act;

•

our ability to manage and grow our business and execution of our business and growth strategies;

•

the level of capital investment and expenditures by our customers in our strategic markets;

•

our financial performance;

•

difficulties and delays in integrating or fully realizing projected cost savings and benefits of our acquisitions; and

•

other risks and factors set forth under “Risk Factors.”

The effects of the COVID-19 pandemic and the Russia and Ukraine conflict, including actions by governments, businesses and individuals in response to these events, may give rise or contribute to or amplify the risks associated with many of these factors.

Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ materially from those envisaged by such forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. We do not assume any obligation and do not intend to update any forward-looking statement except as required by law. See “Risk Factors” for a further discussion regarding some of the reasons that actual results may be materially different from those that we anticipate.


		32

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the debt-for-equity exchange parties. We will receive no proceeds from the sale of shares of common stock in any such offering. All of the proceeds from any offering will be received by the debt-for-equity exchange parties, who will acquire our common stock being sold in such offering from Enovis in exchange for outstanding Enovis indebtedness held by the debt-for-equity exchange parties.


		33

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

DIVIDEND POLICY

On July 18, 2022, we paid a quarterly cash dividend of $0.05 per share of ESAB’s common stock to our stockholders of record as of July 1, 2022. We cannot guarantee that we will continue to pay a dividend in the future. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Board. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that our Board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets.


		34

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements consist of an Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2021 and three months ended April 1, 2022 and April 2, 2021 and an Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021 and as of April 1, 2022. The Unaudited Pro Forma Combined Statement of Operations data for the year ended December 31, 2021 and the Unaudited Pro Forma Combined Balance Sheet data as of December 31, 2021 were derived from our historical audited combined financial statements included in this prospectus. The pro forma adjustments give effect to the transactions described below. The Unaudited Pro Forma Combined Statements of Operations for the year ended December 31, 2021 gives effect to the transactions described below as if they had occurred on January 1, 2021, the first day of fiscal 2021. The Unaudited Pro Forma Combined Balance Sheet gives effect to the transactions described below as if they had occurred on December 31, 2021. The Unaudited Pro Forma Combined Statements of Operations for the three months ended April 1, 2022 gives effect to the transactions described below as if they had occurred on January 1, 2022, the first day of fiscal 2022. The Unaudited Pro Forma Combined Balance Sheet gives effect to the transactions described below as if they had occurred on April 1, 2022, our latest balance sheet date. References in this section and in the following unaudited pro forma combined financial statements and the Company’s combined financial statements and notes thereto included in this prospectus to the “Company” or “ESAB” shall mean the fabrication technology business of Colfax and references to “Parent” shall mean Colfax Corporation. The following unaudited pro forma combined financial statements of ESAB give effect to the separation and related adjustments in accordance with Article 11 of the Securities and Exchange Commission’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” or the Final Rule. The Final Rule became effective on January 1, 2021 and the unaudited pro forma combined financial information herein is presented in accordance therewith.

The unaudited pro forma combined financial statements include certain transaction and autonomous entity adjustments that are necessary to present fairly our Unaudited Pro Forma Combined Statement of Operations and Unaudited Pro Forma Combined Balance Sheet as of and for the periods indicated. The pro forma adjustments are based on assumptions that management believes are reasonable given the information currently available.

The unaudited pro forma combined financial statements give effect to the following transactions and autonomous entity adjustments:

•

the transfer to the Company from Parent and Parent affiliates pursuant to the separation agreement of certain residual industrial and corporate assets and liabilities that were not included in the historical combined financial statements;

•

the impact of the separation agreement, the tax matters agreement, transition services agreements, the employee matters agreement and other commercial agreements between ESAB and Parent and the provisions contained therein;

•

the long-term debt arrangements entered into by the Company;

•

the transfer to us from Parent and Parent affiliates of the assets and liabilities of the fabrication technology business pursuant to the separation agreement in consideration for shares of our common stock and the distribution;

•

the capital structure after giving effect to the distribution; and

•

the incremental costs ESAB expects to incur as an autonomous entity.

The unaudited pro forma combined financial statements are subject to the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of our results of operations or financial condition


		35

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

had the separation and the related transactions been completed on the dates assumed and should not be relied upon as a representation of our future performance or financial position as a separate public company. The historical combined financial statements have been derived from the Parent’s historical accounting records and include allocations of certain general and administrative expenses from Parent’s corporate office. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Parent during the periods or at the dates presented. As a result, autonomous entity adjustments have been reflected in the pro forma combined financial information and management adjustments are presented for additional information.

The following unaudited pro forma combined financial statements should be read in conjunction with our historical combined financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.


		36

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

($ and shares in thousands, except per share amounts)


	As of April 1, 2022
	Historical			Transaction Accounting Adjustments					Autonomous Entity Adjustments		Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	56,631		$	—		(a	)	$	—	$	56,631
Trade receivables		410,201			—					—		410,201
Inventories, net		462,535			—					—		462,535
Prepaid expenses		59,017			—					—		59,017
Other current assets		59,703			—					—		59,703

Total current assets		1,048,087			—					—		1,048,087
Property, plant and equipment, net		280,592			—					—		280,592
Goodwill		1,513,943			—					—		1,513,943
Intangible assets, net		508,523			—					—		508,523
Lease asset – right of use		107,723			—					—		107,723
Other assets		322,481			—					—		322,481

Total assets	$	3,781,349		$	—				$	—	$	3,781,349

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	368,999		$	—				$	—	$	368,999
Accrued liabilities		283,411			16,188		(b,d	)		—		299,599

Total current liabilities		652,410			16,188					—		668,598
Long term debt		—			1,185,212		(b	)		—		1,185,212
Other liabilities		611,577			(5,189	)	(d	)		—		606,388

Total liabilities		1,263,987			1,196,211					—		2,460,198

Equity:
Common Stock, $0.001 par value		—			60		(c	)		—		60
Additional paid-in capital		—			1,844,627		(b,c	)		—		1,844,627
Net Parent investment		3,040,898			(3,040,898	)	(c	)		—		—
Accumulated other comprehensive loss		(564,046	)		—					—		(564,046	)

Total stockholders’ equity		2,476,852			(1,196,211	)				—		1,280,641
Noncontrolling interest		40,510			—					—		40,510

Total equity		2,517,362			(1,196,211	)				—		1,321,151

Total liabilities and equity	$	3,781,349		$	—				$	—	$	3,781,349


		37

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

($ and shares in thousands, except per share amounts)


	For the Three Months Ended April 1, 2022
	Historical			Transaction Accounting Adjustment					Autonomous Entity Adjustments					Pro Forma
Net sales	$	647,911		$	—				$	—				$	647,911
Cost of sales		423,580			—					—					423,580

Gross profit		224,331			—					—					224,331
Selling, general and administrative expense		135,413			—					(11	)	(g	)		135,402
Restructuring and other related charges		5,304			—					—					5,304

Operating income		83,614			—					11					83,625
Interest (income) expense and other, net		(556	)		9,500		(e	)		—					8,944

Income before income taxes		84,170			(9,500	)				11					74,681
Income tax expense (benefit)		25,746			(2,173	)	(h	)		3		(h	)		23,576

Net income (loss) from continuing operations		58,424			(7,327	)				8					51,105
Loss from discontinued operations, net of taxes		(2,021	)		—					—					(2,021	)

Net income (loss)		56,403			(7,327	)				8					49,084
Less: income attributable to noncontrolling interest, net of taxes		966			—					—					966

Net income attributable to fabrication technology business of Colfax	$	55,437		$	(7,327	)			$	8				$	48,118

Earnings(loss) per share
Basic:
Continuing operations												(f	)	$	$0.84
Discontinued operations												(f	)		(0.03	)

Basic earnings per share														$	0.81

Diluted:
Continuing operations												(f	)	$	0.84
Discontinued operations												(f	)		(0.03	)

Diluted earnings per share														$	0.81

Average common stock and common equivalent shares outstanding:
Basic												(f	)		60,034
Diluted												(f	)		60,034


		38

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For further information regarding the historical combined financial statements, please refer to the unaudited Combined Financial Statements included in this prospectus. The Unaudited Pro Forma Combined Balance Sheet as of April 1, 2022, and Unaudited Pro Forma Combined Statement of Operations for the three months ended April 1, 2022 include adjustments related to the following:

Unaudited Pro Forma Combined Balance Sheet as of April 1, 2022

(a)

Reflects a pro forma adjustment to cash calculated as follows:


Net proceeds from Financing Arrangements	$	1,200,000
Less: Distribution of net proceeds from the financing arrangements to Parent		(1,200,000	)

Total pro forma adjustment	$	—

In connection with the separation, Parent transferred to us certain cash balances and amounts due to banks. As of April 1, 2022, cash held by us included $56.6 million in unremitted cash generated by our business operations (reflected as cash and cash equivalents in the historical Combined Balance Sheet). The entirety of the net proceeds from the financing arrangements of $1.2 billion was distributed to Parent.

(b)

Reflects $1.2 billion of proceeds from the financing arrangements that we entered into in connection with the separation, net of $14.8 million in financing costs, which are reflected as an increase to Accrued liabilities in the “Transaction Accounting Adjustments” column. Proceeds from these borrowings were used to fund a distribution to Parent of approximately $1.2 billion.

(c)

Reflects the net Parent investment impact as a result of the post-Separation and post-distribution capital structure. As of the separation date, the net Parent investment after reflecting the impact of the distribution to Parent described in note (b) above was adjusted to reflect the distribution of outstanding shares of ESAB common stock to Parent stockholders. ESAB’s common stock account reflects an adjustment for the par value of the 60,034,311 outstanding shares of ESAB common stock, par value of $0.001 per share, issued upon the distribution. ESAB’s additional paid-in capital account reflects an adjustment related to the reclassification of Parent’s net investment in ESAB. Parent’s net investment in ESAB was allocated between common stock and additional paid in capital based on the number of shares of ESAB common stock outstanding at the distribution date.

(d)

ESAB is responsible for unrecognized tax benefits, net of deferred tax benefits, to the extent a reserve relates exclusively to separate tax returns filed by ESAB. Accordingly, to remove unrecognized tax benefits included in the historical combined balance sheets that were calculated as part of Parent’s U.S. consolidated return basis and for which ESAB could reasonably have been considered the primary obligor as part of a consolidated U.S. filing but were not settled or paid by ESAB after the separation, the pro forma combined financial information reflects a decrease to Other liabilities in the amount of $8.5 million. Additionally, the pro forma combined financial information reflects an increase to Other Liabilities in the amount of $3.3 million and an increase to Accrued liabilities of $1.4 million representative of other tax liabilities that were settled or paid by ESAB after the separation under the terms of the tax matters agreement.

Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended April 1, 2022

(e)

Reflects estimated net interest expense of $9.5 million for the three months ended April 1, 2022 related to the borrowing entered into in connection with the separation reflecting an estimated average borrowing cost of approximately 2.96% per annum. Estimated net interest expense includes deferred financing costs of $0.5 million, and debt issuance costs of $0.1 million. An increase of 1% in our


		39

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

estimated average borrowing cost would have resulted in an additional pro forma interest expense of approximately $3 million for the three months ended April 1, 2022.

(f)

The number of shares used to compute pro forma basic and diluted earnings per share, is based on the 1,000 shares of ESAB common stock then held by Colfax, representing all outstanding shares of ESAB common stock as of March 23, 2022, which were recapitalized into 60,034,311 shares of ESAB common stock held by Colfax. This calculation does not take into account the dilutive effect that will result from the issuance of ESAB stock-based compensation awards in connection with the adjustment of outstanding Parent stock-based compensation awards held by ESAB employees or the grant of new stock-based compensation awards. The number of dilutive shares of ESAB common stock underlying stock-based compensation awards issued in connection with the adjustment of outstanding Parent stock-based compensation awards will not be determined until after the date of the separation.

(g)

Reflects $0.1 million of income, and $0.1 million of expense for the three months ended April 1, 2022 of certain transition services income and costs associated with the transition services agreement we entered into with Parent on April 4, 2022. The costs are primarily associated with information technology services, payroll, finance, tax, human resources and other support services.

(h)

Reflects the tax impact of pretax adjustments and income tax expense on foreign currency gains on certain intercompany loans for Subsidiaries to be contributed by Parent.

Management Adjustments

As a stand-alone public company, ESAB incurs incremental costs within certain corporate functions including finance, tax, legal, human resources, and other general and administrative related functions. We received the benefit of economies of scale as a segment within the Parent, however, in establishing these functions independently, the expenses will be higher than the prior corporate allocation. In the adjustments shown below, these dis-synergies, or higher costs are $1.4 million for the three months ended April 1, 2022 and relate primarily to the corporate infrastructure. In addition, pursuant to the transition services agreement we entered into with the Parent on April 4, 2022, we incur incremental expenses charged by Enovis and earn incremental service fees charged to Enovis primarily related to certain information technology services and application support services, payroll, finance, tax, human resources and other support services of $11 thousand for the three months ended April 1, 2022. The costs related to the transition services agreement are reflected in the autonomous entity adjustments and described in Note (g) above.

Each of our major corporate functions (including Finance, Tax, Accounting, Legal, Human Resources and Treasury) performed an assessment of the resources and associated cost required as a baseline to establish and operate ESAB as a stand-alone company. Internal resources were matched to job roles to meet the functional requirements of operating as a stand-alone company. Where additional resource needs were identified, they were addressed through (i) planned or actual external hiring, (ii) expected support through the transition services agreement or (iii) third-party providers. As a result of this assessment, some functions identified needs that resulted in additional incremental costs than the corporate allocations included in the historical financial statements.

Management believes that the estimates resulting from this assessment that were used to determine the basis for management adjustments below are reasonable and most representative of the baseline to establish and operate ESAB as a stand-alone company.

Informed by the assessment described above, the management adjustments presented below show a net increase of expenses compared to the allocated expenses from the Parent included in our historical Combined Statement of Operations. The total adjustment for the three months ended April 1, 2022, was $1.4 million. However, actual expenses that will be incurred could differ materially from these estimates.


		40

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

are, in the opinion of management necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above. The management adjustments below do not reflect any potential future decisions by ESAB to increase or reduce resources or invest more heavily in certain areas.

These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act. The tax effect has been determined by applying the respective statutory tax rates to the adjustments in jurisdictions where valuation allowances were not required.

The below table includes each category of management adjustments.

For the three months ended April 1, 2022


($ in thousands except per share amounts)	Net income from continuing operations			Basic earnings per share		Diluted earnings per share
Pro forma income from continuing operations*	$	51,105		$	0.84	$	0.84
Management adjustments
Dis-synergies:
Corporate and other⁽¹⁾		1,369

Total management adjustments		1,369

Tax effect		(313	)

Pro forma after management’s adjustments	$	50,049		$	0.82	$	0.82
Average common stock and common equivalent shares outstanding:
Basic		60,034
Diluted		60,034

*	As shown in the unaudited Pro Forma Combined Income Statement.

(1)	Primarily consists of additional headcount within C-suite including board of directors, finance, tax, human resources and internal audit functions. Additionally, includes external third-party services related to governance and compliance including audit fees, licenses, insurance and other.


		41

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

($ and shares in thousands, except per share amounts)


	As of December 31, 2021
				Transaction Accounting Adjustments
	Historical			Subsidiaries to be contributed by Parent				Other Adjustments				Autonomous Entity Adjustments		Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	41,209		$	—			$	—		(a)	$	—	$	41,209
Trade receivables		383,496			—				—				—		383,496
Inventories, net		420,062			—				—				—		420,062
Prepaid expenses		51,949			310		(f)		—				—		52,259
Other current assets		67,357			3,414		(f)		—				—		70,771

Total current assets		964,073			3,724				—				—		967,797
Property, plant and equipment, net		286,278			—				—				—		286,278
Goodwill		1,532,993			—				—				—		1,532,993
Intangible assets, net		521,434			—				—				—		521,434
Lease asset—right of use		107,944			—				—				—		107,944
Other assets		48,540			287,534		(e,f,g)		2,230		(f)		—		338,304

Total assets	$	3,461,262		$	291,258			$	2,230			$	—	$	3,754,750

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	345,480		$	3,486		(f)	$	—			$	—	$	348,966
Accrued liabilities		251,109			42,617		(e,f,g)		14,532		(b,h)		—		308,258

Total current liabilities		596,589			46,103				14,532				—		657,224
Long term debt		—			—				1,186,868		(b)		—		1,186,868
Other liabilities		362,945			272,857		(e,f,g)		(2,959	)	(f,h)		—		632,843

Total liabilities		959,534			318,960				1,198,441				—		2,476,935

Equity:
Common Stock, $0.001 par value		—			—				57		(c)		—		57
Additional paid-in capital		—			(27,702	)	(e,f,g)		1,725,355		(b,c,d)				1,697,653
Net Parent investment		2,921,623			—				(2,921,623	)	(b,c,d)		—		—
Accumulated other comprehensive loss		(460,888	)		—				—				—		(460,888	)

Total stockholders’ equity		2,460,735			(27,702	)			(1,196,211	)			—		1,236,822
Noncontrolling interest		40,993			—				—				—		40,993

Total equity		2,501,728			(27,702	)			(1,196,211	)			—		1,277,815

Total liabilities and equity	$	3,461,262		$	291,258			$	2,230			$	—	$	3,754,750


		42

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

($ and shares in thousands, except per share amounts)


	Year Ended December 31, 2021
				Transaction Accounting Adjustments
	Historical			Subsidiaries to be contributed by Parent					Other Adjustments					Autonomous Entity Adjustments					Pro Forma
Net sales	$	2,428,115		$	—				$	—				$	—				$	2,428,115
Cost of sales		1,590,132			—					—					—					1,590,132

Gross profit		837,983			—					—					—					837,983
Selling, general and administrative expense		512,815			(272	)	(l	)		—					(42	)	(n	)		512,501
Restructuring and other related charges		18,954			—					—					—					18,954

Operating income		306,214			272					—					42					306,528
Pension settlement gain		(11,208	)		—					—					—					(11,208	)
Interest (income) expense and other, net		(1,666	)		567		(k,l	)		41,451		(i	)		—					40,352

Income before income taxes		319,088			(295	)				(41,451	)				42					277,384
Income tax expense (benefit)		80,409			9,805		(o	)		(9,907	)	(o	)		9		(o	)		80,316

Net income (loss) from continuing operations		238,679			(10,100	)				(31,544	)				33					197,068
Loss from discontinued operations, net of taxes		—			(15,121	)	(m	)		—					—					(15,121	)

Net income (loss)		238,679			(25,221	)				(31,544	)				33					181,947
Less: income attributable to noncontrolling interest, net of taxes		3,569			—					—					—					3,569

Net income attributable to fabrication technology business of Colfax	$	235,110		$	(25,221	)			$	(31,544	)			$	33				$	178,378

Earnings(loss) per share																				—
Basic:																				—
Continuing operations																	(j	)	$	$3.47
Discontinued operations																	(j	)		(0.27	)

Basic earnings per share																			$	$3.20

Diluted:
Continuing operations																	(j	)	$	3.42
Discontinued operations																	(j	)		(0.26	)

Diluted earnings per share																			$	3.16

Average common stock and common equivalent shares outstanding:
Basic																	(j	)		56,824
Diluted																	(j	)		57,608


		43

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For further information regarding the historical combined financial statements, please refer to the audited Combined Financial Statements included in this prospectus. The Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021 and Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2021 include adjustments related to the following:

Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021

(a)

Reflects a pro forma adjustment to cash calculated as follows:


Net proceeds from the financing arrangements	$	1,200,000
Less: Distribution of net proceeds from the financing arrangements to Parent		(1,200,000	)

Total pro forma adjustment	$	—

In connection with the separation, Parent transferred to us certain cash balances and amounts due to banks. As of December 31, 2021, these amounts included cash held by us of $41.2 million in unremitted cash generated by our business operations (reflected as cash and cash equivalents in the accompanying historical Combined Balance Sheet). The entirety of the net proceeds of $1.2 billion from the financing arrangements was distributed to Parent.

(b)

Reflects $1.2 billion of estimated proceeds from the financing arrangements that we entered into in connection with the separation, net of $13.1 million in estimated financing costs, which are reflected as an increase to Accrued liabilities in the “Other Adjustments” column. Proceeds from these borrowings were used to fund a distribution to Parent of approximately $1.2 billion.

(c)

Reflects the net Parent investment impact as a result of the post-separation and post-distribution capital structure. As of the separation date, the net Parent investment after reflecting the impact of the distribution to Parent described in note (b) above was adjusted to reflect the distribution of approximately 57 million outstanding shares of ESAB common stock as of December 31, 2021, to Parent stockholders. ESAB’s common stock account reflects an adjustment for the par value of the approximately 57 million outstanding shares of ESAB common stock, par value of $0.001 per share, issued upon the distribution. ESAB’s additional paid-in capital account reflects an adjustment related to the reclassification of Parent’s net investment in ESAB. Parent’s net investment in ESAB was allocated between common stock and additional paid in capital based on the number of shares of ESAB common stock outstanding at the distribution date.

(d)

Reflects the settlement of ESAB’s intercompany financing transactions with Parent prior to the distribution.

(e)

Reflects the adjustments for the impact of defined benefit plans sponsored by Parent that were transferred to ESAB as part of the separation. Parent offers both funded and unfunded noncontributory defined benefit pension plans in the United States that are shared amongst its businesses, including ESAB, and the participation of its employees and retirees in these plans is reflected in ESAB’s historical Combined Financial Statements as though it participated in a multiemployer plan with Parent. A proportionate share of the cost associated with these defined benefit plans is reflected in ESAB’s historical Combined Financial Statements, while any assets and liabilities associated with these defined benefit plans are retained by Parent and were not recorded on ESAB’s historical Combined Financial Statements. As part of the separation, the pension plan assets and benefit obligations of these defined benefit plans, not reflected in the historical Combined Financial


		44

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Statements, were transferred to ESAB. These adjustments are based on an actuarial valuation and reflect the following impact on the unaudited combined pro forma balance sheet:


Other assets	$	614
Accrued liabilities		910
Other liabilities		10,832

(f)

Reflects adjustments for certain assets and liabilities that were transferred to ESAB from Parent and Parent affiliates in connection with the separation. These assets and liabilities were contributed to ESAB and were not included in ESAB’s historical Combined Financial Statements as ESAB did not have legal title to these assets, nor was ESAB the legal obligor of these liabilities. These amounts reflect income, expenses, assets and liabilities historically recorded within Parent corporate entities that have not been a part of Parent’s Fabrication Technology operating segment. The historical financial statements only reflect those entities which were historically within Parent’s Fabrication Technology business, in accordance with the management approach adopted in preparation of the Combined Financial Statements of the Fabrication Technology business of Parent. Generally, the corporate entities assigned to ESAB upon separation are holding companies of previously owned businesses that benefited Parent as a whole, including Parent’s treasury center operations that serve the entire company. Generally, these corporate entities incurred corporate overhead costs including payroll, information technology and other administrative expenses. Upon separation, these entities were transferred in their entirety to ESAB and therefore the pro forma adjustments have been calculated based on each entity’s discrete balance sheet and income statement. The table below summarizes the assets and liabilities.


Prepaid expenses	$	310
Other current assets		3,414
Other assets⁽¹⁾		39,599
Accounts payable		3,486
Accrued liabilities		11,135
Other liabilities		246

(1)

Primarily consists of deferred tax assets.

Amounts presented under the “Other Adjustments” column include certain assets and liabilities of deferred compensation plans that were historically reflected on a Parent corporate entity that was not formerly part of the Fabrication Technology segment. These adjustments reflect an increase of $2.2 million to Other assets and an increase of $2.2 million to Other liabilities.

(g)

Reflects adjustments for long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations from Parent’s other legacy industrial businesses that were transferred to ESAB in connection with the separation and are consistent with the amounts recorded in the Parent’s consolidated financial statements for the same period. The financial results related to these obligations were not included in ESAB’s historical Combined Financial Statements because ESAB was not the obligor. Provisions for future losses have been established based on the guidance of ASC 450-20-55-2—Injury or Damage Caused by Products Sold. The future amount of insurance available has been estimated in accordance with ASC 410-30-35-8—Accounting for Potential Cost Recoveries. ESAB’s policies are consistent with Parent’s asbestos accounting policies and ESAB will reevaluate its estimates of future claims exposure and the amount of insurance receivable regularly. Parent estimates the liability costs to be incurred in resolving pending and forecasted claims for the next 15-year period as well as the amount of insurance proceeds available for such claims. While it is reasonably possible that the entities will incur costs after this period, ESAB does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time, and as such, no accrual has been recorded for any costs which may be


		45

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

paid after the next 15 years. Although ESAB believes its current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially different than the estimates, and future revaluation of liabilities and insurance recoveries could result in material adjustments to these estimates. The table below summarizes these assets and liabilities:


Other assets	$	247,321
Accrued liabilities		30,572
Other liabilities		261,779

(h)

ESAB is responsible for unrecognized tax benefits, net of deferred tax benefits, to the extent a reserve relates exclusively to separate tax returns filed by ESAB. ESAB is responsible for unrecognized tax benefits, net of deferred tax benefits, to the extent a reserve relates exclusively to separate tax returns filed by ESAB. Accordingly, to remove unrecognized tax benefits included in the historical combined balance sheets that were calculated as part of Parent’s U.S. consolidated return basis and for which ESAB could reasonably have been considered the primary obligor as part of a consolidated U.S. filing, but will not be settled or paid by ESAB, the pro forma combined financial information reflects a decrease to Other liabilities in the amount of $8.4 million. Additionally, the pro forma combined financial information reflects an increase to Other liabilities in the amount of $3.3 million and an increase to Accrued liabilities of $1.4 million representative of other tax liabilities that were settled or paid by ESAB after the separation under the terms of the tax matters agreement.

Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2021

(i)

Reflects estimated net interest expense of $41.5 million for the year ended December 31, 2021 related to the borrowing entered into in connection with the separation reflecting an estimated average borrowing cost of approximately 3.25% per annum. Estimated net interest expense includes deferred financing costs of $2.2 million, and debt issuance costs of $0.2 million. An increase of 1% in our estimated average borrowing cost would have resulted in an additional pro forma interest expense of approximately $12.0 million for the year ended December 31, 2021.

(j)

The number of shares used to compute pro forma basic and diluted earnings per share is based on the number of shares of ESAB common stock assumed to be outstanding, based on the number of Parent common shares used for determination of Parent’s basic and diluted earnings per share on December 31, 2021 assuming a distribution ratio of one share of ESAB common stock for every three shares of Parent common stock outstanding. This calculation does not take into account the dilutive effect that will result from the issuance of ESAB stock-based compensation awards in connection with the adjustment of outstanding Parent stock-based compensation awards held by ESAB employees or the grant of new stock-based compensation awards. The number of dilutive shares of ESAB common stock underlying stock-based compensation awards issued in connection with the adjustment of outstanding Parent stock-based compensation awards will not be determined until after the date of the separation.

(k)

Pro forma adjustments have been posted to reflect the impact of defined benefit plans of Parent that were transferred to ESAB as part of the separation. Parent offers both funded and unfunded noncontributory defined benefit pension plans in the United States that are shared amongst its businesses, including ESAB, and the participation of its employees and retirees in these plans is reflected in ESAB’s historical Combined Financial Statements as though it participated in a multiemployer plan with Parent. A proportionate share of the cost associated with these defined benefit plans is reflected in ESAB’s historical Combined Financial Statements, while any assets and liabilities associated with these defined benefit plans are retained by Parent and were not recorded on ESAB’s historical Combined Financial Statements. As part of the separation, specific pension plan assets and


		46

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

benefit obligations of these defined benefit plans, not reflected in the historical financial statements, were also transferred to ESAB. These adjustments are based on an actuarial valuation. The assets and liabilities of the defined benefit and retiree health plans which are sponsored by ESAB relate to Parent-sponsored plans and include participants who were employed across all of Parent’s legacy industrial operating segments. As a portion of the plan participants were direct employees of Parent’s Fabrication Technology segment, a proportional amount of the net pension income benefit associated with these defined benefit plans was allocated to the statement of operations in the Combined Statements of Operations based on Fabrication Technology’s share of total Parent headcount. The pro forma adjustment which is based on third-party actuarial reports reflects the incremental net benefit for inactive participants who were former employees of Parent’s legacy industrial operating segments for which upon separation, their respective pension plan assets and liabilities were transferred to ESAB. The table below is a summary of the impact of the defined benefit plans on the Unaudited Pro Forma Combined Statement of Operations.


Interest (income) expense and other, net		$	(848	)

(l)

Reflects the adjustment for certain income and expenses related to corresponding assets and liabilities that are to be transferred to ESAB from Parent and Parent affiliates in connection with the separation which were not included in ESAB’s historical Combined Financial Statements. Reflects income, expenses, assets and liabilities historically recorded within Parent corporate entities that have not been a part of Parent’s Fabrication Technology operating segment. The historical financial statements only reflect those entities which were historically within Parent’s Fabrication Technology segment, in accordance with the management approach adopted in preparation of the Combined Financial Statements of the Fabrication Technology business of Parent. Generally, the corporate entities assigned to ESAB upon separation are holding companies of previously owned businesses that benefit Parent as a whole, including Parent’s treasury center operations that serve the entire company. Generally, these corporate entities incur corporate overhead costs including payroll, information technology and other administrative expenses. Upon separation, these entities were transferred in their entirety to ESAB and therefore the pro forma adjustments have been calculated based on each entity’s discrete balance sheet and income statement. The table below is a summary of these certain income and expenses.


Selling, general and administrative expense	$	(272	)
Interest (income) expense and other, net		1,415

(m)

Reflects the adjustment of $15.1 million, net of $0.6 million tax, related to the asbestos obligations from Parent’s legacy industrial businesses that were transferred to ESAB in connection with the separation; the expenses related to these obligations were not included in ESAB’s historical Combined Financial Statements and are consistent with the amounts recorded in the Parent’s consolidated financial statements for the same period. Reflects adjustments for long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations from Parent’s other legacy industrial businesses that were transferred to ESAB in connection with the separation. The financial results related to these obligations were not included in ESAB’s historical Combined Financial Statements because ESAB was not the obligor. Consistent with the historical presentation of these amounts by the Parent, these amounts are presented as discontinued operations in the accompanying Unaudited Pro Forma Combined Statement of Operations. Provisions for future losses have been established based on the guidance of ASC 450-20-55-2—Injury or Damage Caused by Products Sold. The future amount of insurance available has been estimated in accordance with ASC 410-30-35-8—Accounting for Potential Cost Recoveries. ESAB’s policies are expected to be consistent with Parent’s asbestos accounting policies and ESAB will reevaluate its estimates of future claims exposure and the amount of insurance receivable regularly. Parent estimates the liability costs to be incurred in resolving pending and forecasted claims for the next 15-year period as well as the amount of insurance proceeds available for such claims.


		47

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

While it is reasonably possible that the entities will incur costs after this period, ESAB does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time, and as such, no accrual has been recorded for any costs which may be paid after the next 15 years. Although ESAB believes its current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially different than the estimates, and future revaluation of liabilities and insurance recoveries could result in material adjustments to these estimates. During the year ended December 31, 2021, the Parent recorded a $9.5 million increase in asbestos-related liabilities due to a revision in forecast assumptions for filing rates and resolution values. The related insurance asset was accordingly increased $4.6 million. During the year ended December 31, 2020, the Parent recorded a $11.6 million increase in asbestos-related liabilities due to a revision in forecast assumptions for filing rates and resolution values. The related insurance asset was accordingly increased $3.9 million. For the years ended December 31, 2021 and 2020, Parent recognized losses, net of tax of $15.1 million and $9.5 million, respectively. Variability between years resulted from revisions in forecast assumptions for filing rates, resolution values and defense and other administration costs.

(n)

Reflects $0.1 million of income and $0.1 million of expense for the year ended December 31, 2021 of certain transition services income and costs associated with the transition services agreement we entered into with Parent on April 4, 2022. The costs are primarily associated with information technology services, payroll, finance, tax, human resources and other support services.

(o)

Reflects the tax impact of pretax adjustments and income tax expense on foreign currency gains on certain intercompany loans for Subsidiaries contributed by Parent. The income tax expense adjustment of $9.8 million associated with Subsidiaries contributed by Parent is primarily driven by unrealized foreign currency gains related to a U.S. dollar-denominated intercompany loan. The lending party is U.S. dollar functional for GAAP but reports income taxes in British Pounds. Accordingly, there is not an unrealized foreign currency gain under GAAP. Under local country regulations, unrealized foreign exchange revaluations on the note are included in taxable income of a corporate entity contributed by the Parent. As of December 31, 2021, the balance of this note was $1.2 billion. We expect that fluctuations in the relative value of the U.S. dollar to the British Pound will continue to impact tax expense for the foreseeable future.

Management Adjustments

As a stand-alone public company, ESAB incurs incremental costs within certain corporate functions including finance, tax, legal, human resources, and other general and administrative related functions. We received the benefit of economies of scale as a segment within the Parent, however, in establishing these functions independently, the expenses will be higher than the prior corporate allocation. In the adjustments shown below, these dis-synergies, or higher costs are $5.5 million for the year ended December 31, 2021 and relate primarily to the corporate infrastructure. In addition, pursuant to the transition services agreement we entered into with the Parent on April 4, 2022, we incur incremental expenses charged by Enovis and earn incremental service fees charged to Enovis primarily related to certain information technology services and application support services, payroll, finance, tax, human resources and other support services of $42,000 for the year ended December 31, 2021. The costs related to the transition services agreement are reflected in the autonomous entity adjustments and described in Note (n) above.


		48

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

resulted in additional incremental costs than the corporate allocations included in the historical financial statements.

Informed by the assessment described above, the management adjustments presented below show a net increase of expenses compared to the allocated expenses from the Parent included in our historical Combined Statement of Operations. The total adjustment for the year ended December 31, 2021 was $5.5 million. However, actual expenses that will be incurred could differ materially from these estimates.

Management believes the presentation of these adjustments are necessary to enhance an understanding of the pro forma effects of the transaction. The pro forma financial information below reflects all adjustments that are, in the opinion of management necessary to provide a fair statement of the pro forma financial information, aligned with the assessment described above. The management adjustments below do not reflect any potential future decisions by ESAB to increase or reduce resources or invest more heavily in certain areas.

These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act. The tax effect has been determined by applying the respective statutory tax rates to the aforementioned adjustments in jurisdictions where valuation allowances were not required.

The below table includes each category of management adjustments.

For the year ended December 31, 2021:


($ and shares in thousands, except per share amounts)	Net income from continuing operations			Basic earnings per share		Diluted earnings per share
Pro forma income from continuing operations*	$	197,068		$	3.47	$	3.42
Management adjustments
Dis-synergies:
Corporate and other⁽¹⁾		5,474

Total management adjustments		5,474

Tax effect		(1,308	)	$	3.39	$	3.35

Pro forma after management’s adjustments	$	192,902

Average common stock and common equivalent shares outstanding:
Basic		56,824
Diluted		57,608

*	As shown in the unaudited Pro Forma Combined Income Statement.

(1)	Primarily consists of additional headcount within C-suite including board of directors, finance, tax, human resources and internal audit functions. Additionally, includes external third-party services related to governance and compliance including audit fees, licenses, insurance and other.


		49

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

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

Except as otherwise indicated or unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to (i) “ESAB,” the “Company,” “we,” “us” and “our” refer to ESAB Corporation, a Delaware corporation, and its consolidated subsidiaries or, with respect to historical information prior to the separation, the business and operations of Colfax’s fabrication technology business that were transferred to the Company in connection with the separation and distribution, and (ii) “Colfax,” “Parent” and “Enovis,” when used in a historical context prior to the separation, refer to Colfax Corporation, a Delaware corporation, and its consolidated subsidiaries (including ESAB and all of its subsidiaries) and, when used with respect to historical information after the separation or in the present or future tense, refer to Enovis Corporation, a Delaware corporation.

This MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of the Company’s management. This MD&A should be read in conjunction with our Combined Financial Statements and related footnotes included in this prospectus. This MD&A includes forward-looking statements. For a discussion of important factors that could cause actual results to differ materially from the results referred to in these forward-looking statements, see “Cautionary Statement Concerning Forward-Looking Statements.” This MD&A is divided into five main sections:

•

Basis of Presentation;

•

Overview;

•

Results of Operations;

•

Liquidity and Capital Resources; and

•

Critical Accounting Policies.

Basis of Presentation

The accompanying combined financial statements present the historical financial position, results of operations, changes in equity and cash flows of the Company in accordance with accounting principles generally applied in the United States of America (“GAAP”) for the preparation of carved-out combined financial statements. We are a premier global fabrication and specialty gas control technology company focused on welding technology, advanced equipment, consumables, specialty gas control, robotics, and digital solutions. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company’s products are marketed to customers primarily under the ESAB brand name. Historically, our business has comprised the fabrication technology business of Colfax Corporation.

On April 4, 2022, Colfax completed the spin-off of Colfax’s fabrication technology business and certain other corporate entities as described in Note 1, “Organization and Basis of Presentation” and Note 14, “Subsequent Events” in the accompanying unaudited combined condensed financial statements included in this prospectus, through a tax-free, pro rata distribution (the “distribution”) of 90% of the outstanding common stock of ESAB to Colfax stockholders (the “separation”). Upon completion of the distribution, Colfax changed its name to Enovis Corporation.


		50

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of the Parent. Further, the historical financial statements may not be reflective of what our results of operations, comprehensive income, historical financial position, equity or cash flows might be in the future as a separate public company. Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs. Pursuant to agreements with Enovis, Enovis continues to provide us with some of the services related to these functions on a transitional basis in exchange for agreed-upon fees, and we incur other costs to replace the services and resources that are not provided by Enovis. Costs associated with services provided by Enovis on a transitional basis are expected to be immaterial. Related party allocations are discussed further in Note 13, “Related Party Transactions” in the accompanying unaudited combined condensed financial statements included in this prospectus. We will also incur additional costs as a separate public company. As a separate public company, our total costs related to such support functions may differ from the costs that were historically allocated to us.

These additional costs are primarily for the following:

•

additional personnel costs, including salaries, benefits and potential bonuses and/or stock-based compensation awards for staff additions to replace support provided by Colfax that is not covered by the transition services agreement; and

•

corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs.

We expect these separate public company costs to exceed the costs that have been historically allocated to us. We expect separate public company costs to be approximately $35 million per year. During the first quarter of 2022 the Parent allocated costs were $6.0 million as described in Note 13, “Related Party Transactions” in the accompanying unaudited combined condensed financial statements included in this prospectus. In addition to these separate public company costs, we expect to incur certain nonrecurring internal costs as a result of the separation.

As part of the Parent, the Company was dependent on Colfax for all of its working capital and financing requirements, which utilized a centralized approach to cash management and financing of its operations. Financing transactions relating to the Company were accounted for through the Net Parent investment account of the Company. Accordingly, none of the Parent’s cash, cash equivalents or debt were assigned to the Company in the accompanying unaudited combined condensed financial statements included in this prospectus. As part of our new capital structure post separation, we expect interest expense in 2022 to be in the range of $35 million to $40 million.

Net Parent investment, which includes retained earnings, represents the Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Parent have been included in the accompanying combined condensed financial statements. Transactions with the Parent are reflected in the accompanying Combined Condensed Statements of Equity as “Transfers from (to) Parent, net” and in the accompanying Combined Condensed Balance Sheets within “Net Parent investment.”

Overview

Please see “Business” in this prospectus for a discussion of ESAB’s objectives and methodologies for delivering shareholder value.


		51

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

General

ESAB is a world leader in fabrication and specialty gas control technology, providing our partners with advanced equipment, consumables, specialty gas control, robotics, and digital solutions, which enable the everyday and extraordinary work that shapes our world. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding.

We conduct our operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. We serve a global customer base across multiple markets through a combination of direct sales and third-party distribution channels. Our customer base is highly diversified in the industrial end markets.

Integral to our operations is the ESAB Business Excellence system (“EBX”), our business management system, which was derived from the Colfax Business System. EBX is our culture and includes our values and behaviors, a comprehensive set of tools, and repeatable, teachable processes that we use to drive continuous improvement and create superior value for our customers, stockholders and associates. We believe that our management team’s access to, and experience in, the application of the EBX methodology is one of our primary competitive strengths.

Outlook

We believe that we are well positioned to grow our businesses organically over the long term by enhancing our product offerings and expanding our customer base. Our business mix is well balanced between sales in emerging and developed markets, and equipment and consumables. We intend to continue to utilize our strong global presence and worldwide network of salespeople and distributors to capitalize on growth opportunities by selling regionally-developed and/or marketed products and solutions throughout our served markets. Our geographic and end market diversity helps mitigate the effects from cyclical industrial market exposures. Given this balance, management does not use indices other than general economic trends and business initiatives to predict the overall outlook for the Company. Instead, our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and outlook for the future.

We face a number of challenges and opportunities, including the successful integration of acquired businesses, the application and expansion of our EBX tools to improve business performance, the ability to realize the expected benefits of the separation and operate as an independent, public company, and rationalization of assets and costs.

We expect strategic acquisitions to contribute to our growth. We believe that the extensive experience of our leadership team in acquiring and effectively integrating acquisition targets should enable us to capitalize on future opportunities.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the three months ended April 1, 2022 and April 2, 2021 and for the years ended December 31, 2021, 2020 and 2019.

Results of Operations for the Three Months Ended April 1, 2022

The following discussion of Results of Operations addresses the comparison of the periods presented. Our management evaluates the operating results of each of its reportable segments based upon Net sales, Segment operating income, which represents Operating income before Restructuring and other related charges, Adjusted EBITA and Adjusted EBITDA as defined in the “Non-GAAP Measures” section.


		52

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Items Affecting Comparability of Reported Results

The comparability of our operating results for the three months ended April 1, 2022, and April 2, 2021 is affected by the following additional significant items:

The COVID-19 Pandemic

In December 2019, COVID-19 was first reported in China. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for our products.

In an effort to protect the health and safety of our employees, we have taken actions to adopt social distancing policies at our locations around the world, including working from home, reducing the number of people in our sites at any one time, and suspending or restricting employee travel. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted measures including periodically closing businesses not deemed “essential,” isolating residents to their homes, limiting access to healthcare, curtailing activities including sporting events, and practicing social distancing. While increased access to vaccinations has contributed to slowing the spread of COVID-19 in certain jurisdictions, allowing a return to more normal activity and operational levels during the first half of 2021, the emergence and subsequent spread of COVID-19 variants slowed the pace of recovery during the second half of 2021 through the first quarter of fiscal 2022.

As reflected in the discussions that follow, the pandemic and actions taken in response to it have had a variety of impacts on our results of operations during 2021 and 2022, including sales levels, and together with other market dynamics has contributed to inflation and widespread supply chain challenges, including labor, raw material, and component shortages. As a result, we have experienced supply constraints in our businesses, which have led to cost inflation and logistics delays. We are taking actions in an effort to mitigate impacts to our supply chain, however, we expect these pressures to continue.

We continue to monitor the evolving situation and guidance from international and U.S. authorities, including national and local public health authorities, and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control that require us to further adjust our operations. Given the continued dynamic nature of this situation, including the rise, prevalence and severity of variants of the virus, we cannot reasonably estimate the full impacts of COVID-19 on our financial condition, results of operations or cash flows in the future.

Russia and Ukraine conflict


		53

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Foreign Currency Fluctuations

A significant portion of our Net sales, 77.8% for the three months ended April 1, 2022, are outside the United States, with the majority of those sales denominated in currencies other than the U.S. dollar. Because much of our manufacturing and employee costs are outside the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can impact our results of operations and are quantified when significant.

For the three months ended April 1, 2022 compared to the three months ended April 2, 2021, fluctuations in foreign currencies had an unfavorable impact on the change in Net sales of 3.8%, negatively affected Gross profit by 4.0% and favorably affected Selling, general and administrative expenses by 3.9%.

Seasonality

Our European operations typically experience a slowdown during the July, August and December vacation seasons. However, the business impact caused by the COVID-19 pandemic distorted the effects of historical seasonality patterns.

See “Risk Factors” in this prospectus for a further discussion of some of the risks related to the COVID-19 pandemic.

Non-GAAP Measures

Adjusted EBITA and Adjusted EBITDA

Adjusted EBITA and Adjusted EBITDA are non-GAAP performance measures that we include in this report because they are a key metric used by our management to assess our operating performance. Adjusted EBITA excludes from Net income from continuing operations the effect of Restructuring and other related charges, acquisition-related intangible asset amortization, separation costs, Income tax expense and interest income, net. Adjusted EBITDA further excludes depreciation and other amortization from the Adjusted EBITA calculation. We also present Adjusted EBITA and Adjusted EBITDA margins, which are subject to the same adjustments as Adjusted EBITA and Adjusted EBITDA, respectively. Further, we present these non-GAAP performance measures on a segment basis, where we exclude the impact of Restructuring and other related charges, acquisition-related intangible asset amortization, separation costs from segment operating income for Adjusted EBITA and further exclude depreciation and other amortization for Adjusted EBITDA. Adjusted EBITA and Adjusted EBITDA assist management in comparing our operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity improvements. Management also believes that presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.


		54

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

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. The following tables set forth a reconciliation of Net income from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITA and Adjusted EBITDA.


	Three Months Ended
	April 1, 2022			April 2, 2021
	(Dollars in millions)⁽¹⁾
Net income from continuing operations (GAAP)	$	58.4		$	58.5
Income tax expense		25.7			14.0
Interest income, net⁽²⁾		(0.5	)		—
Restructuring and other related charges⁽³⁾		5.3			3.1
Separation costs		3.6			—
Acquisition-related amortization⁽⁴⁾		7.7			9.1

Adjusted EBITA (non-GAAP)		100.3			84.7
Depreciation and other amortization⁽⁵⁾		9.0			9.6

Adjusted EBITDA (non-GAAP)	$	109.3		$	94.3

Net income margin from continuing operations (GAAP)		9.0	%		10.3	%
Adjusted EBITA margin (non-GAAP)		15.5	%		14.9	%
Adjusted EBITDA margin (non-GAAP)		16.9	%		16.6	%

(1)	Numbers may not sum due to rounding.

(2)	Relates to the removal of interest income, net included within the Interest income and other, net line within the Combined Condensed Statement of Operations.

(3)	Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, and other costs in connection with the closure and optimization of facilities and product lines.

(4)	Includes amortization of acquired intangibles.

(5)	Includes depreciation and all other amortization.


		55

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The following tables set forth a reconciliation of Operating income, the most directly comparable financial statement measure, to Adjusted EBITA and Adjusted EBITDA by segment for the three months ended April 1, 2022 and April 2, 2021.


	Three Months Ended April 1, 2022
	Americas			EMEA & APAC			Total
	(Dollars in millions)
Operating income (GAAP)	$	30.2		$	53.4		$	83.6
Restructuring and other related charges		3.6			1.7			5.3

Segment operating income (non-GAAP)		33.8			55.1			88.9
Separation costs		2.3			1.3			3.6
Acquisition-related amortization		4.1			3.6			7.7
Other income (expense), net⁽¹⁾		0.3			(0.2	)		0.1

Adjusted EBITA (non-GAAP)		40.5			59.8			100.3
Depreciation and other amortization		3.5			5.5			9.0

Adjusted EBITDA (non-GAAP)	$	44.0		$	65.3		$	109.3

Segment operating income margin (non-GAAP)		12.4	%		14.7	%		13.7	%
Adjusted EBITA margin (non-GAAP)		14.9	%		15.9	%		15.5	%
Adjusted EBITDA margin (non-GAAP)		16.2	%		17.4	%		16.9	%

(1)	Relates to the adjustment for other income (expense), net items included within the Interest income and other, net line within the Combined Condensed Statements of Operations.


	Three Months Ended April 2, 2021
	Americas			EMEA & APAC			Total
	(Dollars in millions)
Operating income (GAAP)	$	22.4		$	49.9		$	72.3
Restructuring and other related charges		2.4			0.7			3.1

Segment operating income (non-GAAP)		24.8			50.6			75.4
Acquisition-related amortization		4.7			4.4			9.1
Other income (expense), net⁽¹⁾		0.3			(0.1	)		0.2

Adjusted EBITA (non-GAAP)		29.8			54.9			84.7
Depreciation and other amortization		3.5			6.1			9.6

Adjusted EBITDA (non-GAAP)	$	33.3		$	61.0		$	94.3

Segment operating income margin (non-GAAP)		11.0	%		14.8	%		13.3	%
Adjusted EBITA margin (non-GAAP)		13.2	%		16.0	%		14.9	%
Adjusted EBITDA margin (non-GAAP)		14.7	%		17.8	%		16.6	%

(1)	Relates to the adjustment for other income (expense), net items included within the Interest income and other, net line within the Combined Condensed Statements of Operations.


		56

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Total Company

Sales

Net sales increased for the three months ended April 1, 2022 as compared with the three months ended April 2, 2021. The following table presents the components of changes in our combined Net sales.


	Net Sales
	$			%
	(Dollars in millions)
For the three months ended April 2, 2021	$	568.1

Components of Change:
Existing businesses⁽¹⁾		101.217.8	%
Foreign currency translation⁽²⁾		(21.4	)		(3.8	)%

		79.8			14.0	%

For the three months ended April 1, 2022	$	647.9

(1)	Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of change due to organic growth factors such as price, product mix and volume.

(2)	Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.

Net sales from existing businesses increased $101.2 million during the three months ended April 1, 2022 compared to the prior year period primarily due to inflation-related customer pricing increases of approximately $82 million and, to a lesser extent, new product initiatives and improved sales volume. The strengthening of the U.S. dollar relative to other currencies caused a $21.4 million unfavorable currency translation impact.

Operating Results

The following table summarizes our results for the comparable periods.


	Three Months Ended
	April 1, 2022			April 2, 2021
	(Dollars in millions)
Gross profit	$	224.3		$	199.8
Gross profit margin		34.6	%		35.2	%
Selling, general and administrative expense	$	135.4		$	124.4
Operating income	$	83.6		$	72.3
Operating income margin		12.9	%		12.7	%
Net income from continuing operations	$	58.4		$	58.5
Net income margin from continuing operations		9.0	%		10.3	%
Adjusted EBITA (non-GAAP)	$	100.3		$	84.7
Adjusted EBITA margin (non-GAAP)		15.5	%		14.9	%
Adjusted EBITDA (non-GAAP)	$	109.3		$	94.3
Adjusted EBITDA margin (non-GAAP)		16.9	%		16.6	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges⁽¹⁾	$	5.3		$	3.1
Acquisition-related amortization⁽²⁾	$	7.7		$	9.1
Separation costs	$	3.6		$	—
Interest income, net	$	(0.5)		$	—
Income tax expense	$	25.7		$	14.0
Items excluded from Adjusted EBITDA:
Depreciation and other amortization	$	9.0		$	9.6


		57

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

(1)	Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination and other costs in connection with the closure of and optimization of facilities and product lines.

(2)	Includes amortization of acquired intangibles.

First Quarter of 2022 Compared to First Quarter of 2021

Gross profit increased $24.5 million in the first quarter of 2022 compared with the prior year period. The increase in Gross profit was primarily attributable to benefit from price increases, new product initiatives, and favorable product mix. Gross profit margin declined primarily due to dilution effect caused by customer inflation-related pricing and cost increases, which compressed the margin.

Selling, general and administrative expense increased $11.0 million in the first quarter of 2022 compared to the prior year period. This increase is primarily driven by inflation-related cost increases, increased allowances on receivables of approximately $4.0 million relating to Russian and Ukrainian operations, increased employee compensation costs, and $3.6 million of separation costs, partially offset by currency fluctuations.

The effective tax rate for the first three months ending April 1, 2022 differed from the effective tax rate for the period ending April 2, 2021 due to the change in discrete tax liabilities, net of any benefits, in the comparable periods. Additionally, the tax impact of taxable foreign exchange gains and non-deductible expenses was higher in the first three months of 2022.

Net income from continuing operations remained consistent in the first quarter of 2022 compared with the prior year period due to improved Gross profit being offset by higher employee related costs, separation-related cost and income tax expenses. Net income margin from continuing operations decreased by 130 basis points primarily due to a change in the tax rate versus the prior year. Adjusted EBITA, Adjusted EBITDA, and related margins increased primarily due to improved sales, partially offset by inflation-related pricing and cost increases.

Business Segments

We formulate, develop, manufacture, and supply consumable products and equipment, including cutting, joining, and automated welding products, as well as gas control equipment. Our products are marketed under several brand names, most notably ESAB, providing a wide range of products with innovative technologies to solve challenges in virtually any industry. ESAB’s comprehensive range of welding consumables includes electrodes, cored and solid wires, and fluxes using a wide range of specialty and other materials, and cutting consumables including electrodes, nozzles, shields, and tips. ESAB’s equipment ranges from portable welding machines to large customized automated cutting and welding systems. ESAB also offers a range of software and digital solutions to help its customers increase their productivity, remotely monitor their welding operations, and digitize their documentation. Products are sold into a wide range of end markets, including general industry, construction, infrastructure, transportation, energy, renewable energy, and medical and life sciences.

We report results in two reportable segments: Americas and EMEA & APAC.


		58

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Americas

The following table summarizes selected financial data for our Americas segment:


	Three Months Ended
	April 1, 2022			April 2, 2021
	(Dollars in millions)
Net sales	$	272.3		$	226.2
Gross profit	$	89.2		$	77.5
Gross profit margin		32.8	%		34.3	%
Selling, general and administrative expense	$	55.4		$	52.8
Segment operating income (non-GAAP)	$	33.8		$	24.8
Segment operating income margin (non-GAAP)		12.4	%		11.0	%
Adjusted EBITA (non-GAAP)	$	40.5		$	29.8
Adjusted EBITA margin (non-GAAP)		14.9	%		13.2	%
Adjusted EBITDA (non-GAAP)	$	44.0		$	33.3
Adjusted EBITDA margin (non-GAAP)		16.2	%		14.7	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges	$	3.6		$	2.4
Acquisition-related amortization	$	4.1		$	4.7
Separation costs	$	2.3		$	—
Items excluded from Adjusted EBITDA:
Depreciation and other amortization	$	3.5		$	3.5

First Quarter of 2022 Compared to First Quarter of 2021

Net sales in our Americas segment increased $46.1 million in the first quarter of 2022 compared with the prior year period primarily due to inflation-related pricing increases and, to a lesser extent, new product initiatives. Gross profit increased due to a favorable product mix, and benefit from price increases, while gross profit margin decreased 150 basis points due to dilution effect caused by inflation-related pricing and cost increases. Selling, general and administrative expense increased due to increased sales and increased costs related to the separation. Segment operating income, Adjusted EBITA, Adjusted EBITDA, and related margins improved primarily due to increased sales.


		59

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

EMEA & APAC

The following table summarizes the selected financial data for our EMEA & APAC segment:


	Three Months Ended
	April 1, 2022			April 2, 2021
	(Dollars in millions)
Net sales	$	375.6		$	342.0
Gross profit	$	135.1		$	122.3
Gross profit margin		36.0	%		35.8	%
Selling, general and administrative expense	$	80.0		$	71.7
Segment operating income (non-GAAP)	$	55.1		$	50.6
Segment operating income margin (non-GAAP)		14.7	%		14.8	%
Adjusted EBITA (non-GAAP)	$	59.8		$	54.9
Adjusted EBITA margin (non-GAAP)		15.9	%		16.0	%
Adjusted EBITDA (non-GAAP)	$	65.3		$	61.0
Adjusted EBITDA margin (non-GAAP)		17.4	%		17.8	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges	$	1.7		$	0.7
Acquisition-related amortization	$	3.6		$	4.4
Separation costs	$	1.3		$	—
Items excluded from Adjusted EBITDA:
Depreciation and other amortization	$	5.5		$	6.1

First Quarter of 2022 Compared to First Quarter of 2021

Net sales increased for our EMEA & APAC segment by $33.6 million in the first quarter of 2022 compared with the prior year period primarily due to inflation-related pricing increases and, to a lesser extent, new product initiatives and sales volume, partially offset by an unfavorable currency translation impact of $19.7 million. Gross profit increased in the first quarter of 2022 compared to the first quarter of 2021 due primarily to a favorable product mix and benefit from price increases, partially offset by an unfavorable currency translation impact. Gross profit margin improved by 20 basis points mainly due to favorable product mix being partially offset by dilution effect from inflation related pricing and cost increases. Selling, general and administrative expense increased over the same period primarily driven by higher sales, an increase in separation costs, increased allowances on receivables of approximately $4.0 million relating to Russian and Ukrainian operations and employee compensation costs. Segment operating income, Adjusted EBITA and Adjusted EBITDA improved due to increased sales and favorable product mix, partially offset by increased Selling, general and administrative expenses. Segment operating income margin, Adjusted EBITA margin, and Adjusted EBITDA margin declined due to increased Selling, general and administrative expenses.

Results of Operations for the Year Ended December 31, 2021

The following discussion of Results of Operations addresses the comparison of the periods presented. Our management evaluates the operating results of each of its reportable segments based upon Net sales, Segment operating income, which represents Operating income before Restructuring and other related charges, and Adjusted EBITA as defined in the “Non-GAAP Measures” section.


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Items Affecting Comparability of Reported Results

The comparability of our operating results for the years ended December 31, 2021, 2020 and 2019 are affected by the following additional significant items:

Impact of COVID-19

In December 2019, COVID-19 was first reported in China. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for our products.

In an effort to protect the health and safety of our employees, we have taken actions to adopt social distancing policies at our locations around the world, including working from home, reducing the number of people in our sites at any one time, and suspending or restricting employee travel. Our precautions were initially reduced in 2021 as restrictions were eased, however we have increased these efforts as variants have become more prevalent and in response to local directives. In an effort to contain COVID-19 or slow its spread, governments around the world enacted measures throughout 2020 and 2021, including periodically closing businesses not deemed “essential,” isolating residents to their homes, and practicing social distancing. Increased access to vaccinations has contributed to slowing the spread of COVID-19 in certain jurisdictions, resulting in some or all restrictions being lifted in a number of jurisdictions around the world, allowing a return to more normal activity and operational levels during the first half of 2021. However, the emergence and subsequent spread of COVID-19 variants has led to the reinstatement of certain restrictions, which slowed the pace of recovery during the second half of 2021.

During 2020, we implemented a broad range of temporary actions to mitigate the effects of lower sales levels including temporarily reducing salaries, furloughing and laying-off employees, significantly curtailing discretionary expenses, re-phasing of capital expenditures, reducing supplier purchase levels and/or prices, adjusting working capital practices and other measures. As sales volumes improved in 2021, these measures were removed.

As reflected in the discussions that follow, the pandemic and actions taken in response to it had a variety of impacts on our results of operations during 2020 and 2021. In 2020, the pandemic began to impact our financial results in March, with the most severe financial impact occurring in the second quarter, resulting in 30.1% lower sales than the second quarter of 2019. Subsequently, we observed a partial recovery in the second half of 2020. The surge in COVID-19 cases in the fourth quarter of 2020 contributed certain jurisdictions putting further restrictions into place, which slowed recovery in the fourth quarter of 2020, and the impact continued into the beginning of the first quarter of 2021, after which sales volumes began to normalize through the second quarter of 2021. Recovery of sales volumes again slowed in the second half of 2021 due to increased restrictions in certain jurisdictions as a result of the growing spread of COVID-19 variants.

We continue to monitor the rapidly evolving situation and guidance from international and U.S. authorities, including national and local public health authorities, and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control that require us to further adjust our operations. Given the continued dynamic nature of this situation, including the rise, prevalence and severity of variants of the virus, we cannot reasonably estimate the full impacts of COVID-19 on our financial condition, results of operations or cash flows in the future.

COVID-19 and other market dynamics have caused widespread supply chain challenges due to labor, raw material, and component shortages. As a result, we have experienced supply constraints in our businesses, which have led to cost inflation and logistics delays. We are taking actions in an effort to mitigate impacts to our supply chain, however, we expect these pressures to continue.


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See “Risk Factors” for additional information related to the Company’s risks relating to the COVID-19 pandemic.

Acquisitions

We complement our organic growth plans with acquisitions and other investments. Acquisitions can significantly affect our reported results, and we report the change in our Net sales between periods both from existing and acquired businesses. The change in Net sales due to acquisitions for the periods presented in this filing represents the incremental sales as a result of acquisitions.

During the year ended December 31, 2021, the Company completed one acquisition for total consideration, net of cash received, of $4.9 million. The Company may also pay additional contingent consideration up to $4.0 million, based on the future performance of the acquired company. The acquisition was for Octopuz, a Canadian leader in developing offline robot programming software, which further enhances the Company’s digital product solutions.

Global Operations

Our products and services are available worldwide. The manner in which our products and services are sold differs by region. During 2021, 2020 and 2019, approximately 78%, 77% and 76%, respectively, of our Net sales were derived from operations outside of the United States. During 2021, 2020 and 2019, approximately 41%, 39% and 42% of our Net sales, respectively, were derived from the Americas, approximately 30%, 31% and 31%, respectively, from Europe and the remainder from other countries. Accordingly, we are affected by market demand, economic and political factors in countries throughout the world. Our ability to grow and our financial performance will be affected by our ability to address a variety of challenges and opportunities that are a consequence of our global operations, including efficiently utilizing our global sales, manufacturing and distribution capabilities, participating in the expansion of market opportunities in emerging markets, successfully completing global acquisitions and engineering innovative new product applications for end users in a variety of geographic markets. However, we believe that our geographic, end market, customer and product diversification may limit the impact that any one country or economy could have on our combined results.

Foreign Currency Fluctuations

As discussed above, a significant portion of our Net sales are outside the United States, with the majority of those sales denominated in currencies other than the U.S. dollar. Because much of our manufacturing and employee costs are outside the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can impact our results of operations and are quantified when significant.

For the year ended December 31, 2021 compared to 2020, fluctuations in foreign currencies had favorable impacts on the change in Net sales of 1.0%, positively affected Gross profit by 1.1% and unfavorably affected Selling, general and administrative expenses by 2.2%.

For the year ended December 31, 2020, compared to 2019, fluctuations in foreign currencies had unfavorable impacts on the change in Net sales of 3.5%, negatively affected Gross profit by 2.8% and favorably impacted Selling, general and administrative expenses by 1.8%.

Seasonality


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Material Costs

Our results may be sensitive to cost changes in our raw materials. Our largest material purchases are for components and raw materials including steel, iron, copper and aluminum. Historically, we have been generally successful in passing raw material cost increases on to our customers in the form of higher prices. While we seek to take actions to manage this risk, future changes in component and raw material costs may adversely impact earnings.

Sales and Cost Mix

The gross profit margins within our business vary in relation to the relative mix of many factors, including the type of product, the location in which the product is manufactured, the end market application for which the product is designed, and the percentage of total revenue represented by consumables, which often have higher margins than equipment.

The mix of sales was as follows for the periods presented:


	Year Ended December 31
	2021			2020			2019
Equipment		31	%		31	%		31	%
Consumables		69	%		69	%		69	%

Non-GAAP Measures

Adjusted EBITA

Adjusted EBITA, a non-GAAP performance measure, is included in this report because it is a key metric used by our management to assess our operating performance. Adjusted EBITA excludes from Net income the effect of restructuring and other related charges, acquisition-related intangible asset amortization, strategic transaction costs, pension settlement gains and losses, income tax expense and interest income, net. We also present Adjusted EBITA margin, which is subject to the same adjustments as Adjusted EBITA. Further, we present Adjusted EBITA (and Adjusted EBITA margin) on a segment basis, where we exclude the impact of restructuring and other related charges, acquisition-related intangible asset amortization, strategic transaction costs and pension settlement gains and losses from segment operating income. Adjusted EBITA assists management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity improvements. Management also believes that presenting these measures allows investors to view its performance using the same measures that we use in evaluating our financial and business performance and trends.


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Confidential Treatment Requested by ESAB Corporation

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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. The following tables set forth a reconciliation of Net income, the most directly comparable GAAP financial measure, to Adjusted EBITA.


	Year Ended December 31,
	2021			2020			2019
	(Dollars in millions)
Net income (GAAP)	$	238.7		$	159.9		$	176.7
Income tax expense		80.4			46.0			44.7
Interest income, net⁽¹⁾		—			(1.0	)		(1.1	)
Pension settlement (gain) loss		(11.2	)		—			33.6
Restructuring and other related charges⁽²⁾		19.0			21.6			23.0
Strategic transaction costs⁽³⁾		2.9			—			—
Acquisition-related amortization⁽⁴⁾		35.9			36.3			35.7

Adjusted EBITA (non-GAAP)	$	365.7		$	262.8		$	312.6

Net income margin (GAAP)		9.8	%		8.2	%		7.9	%
Adjusted EBITA margin (non-GAAP)		15.1	%		13.5	%		13.9	%

(1)	Relates to the removal of interest income, net included within the Interest (income) expense and other, net line within the Combined Statements of Operations.

(2)	Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines.

(3)	Includes costs related to the separation.

(4)	Includes amortization of acquired intangibles.

The following tables set forth a reconciliation of operating income, the most directly comparable financial statement measure, to Adjusted EBITA by segment for the years ended December 31, 2021, 2020 and 2019.


	Year Ended December 31, 2021
	Americas			EMEA & APAC			Total
	(Dollars in millions)
Operating income (GAAP)	$	108.1		$	198.1		$	306.2
Restructuring and other related charges		11.6			7.4			19.0

Segment operating income (non-GAAP)		119.7			205.5			325.2
Strategic transaction costs		1.2			1.7			2.9
Acquisition-related amortization		18.5			17.4			35.9
Other income (expense), net⁽¹⁾		2.1			(0.4	)		1.7

Adjusted EBITA (non-GAAP)	$	141.5		$	224.2		$	365.7

Segment operating income margin (non-GAAP)		11.9	%		14.4	%		13.4	%
Adjusted EBITA margin (non-GAAP)		14.1	%		15.7	%		15.1	%

(1)	Relates to the adjustment for other income (expense), net items included within the Interest (income) expense and other, net line within the Combined Statements of Operations.


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	Year Ended December 31, 2020
	Americas			EMEA & APAC			Total
	(Dollars in millions)⁽¹⁾
Operating income (GAAP)	$	61.5		$	140.6		$	202.1
Restructuring and other related charges		12.4			9.2			21.6

Segment operating income (non-GAAP)		74.0			149.8			223.8
Acquisition-related amortization		19.4			17.0			36.3
Other income (expense), net⁽²⁾		3.1			(0.4	)		2.7

Adjusted EBITA (non-GAAP)	$	96.5		$	166.3		$	262.8

Segment operating income margin (non-GAAP)		9.6	%		12.7	%		11.5	%
Adjusted EBITA margin (non-GAAP)		12.6	%		14.1	%		13.5	%

(1)	Numbers may not sum due to rounding.

(2)	Relates to the adjustment for other income (expense), net items included within the Interest (income) expense and other, net line within the Combined Statements of Operations.


	Year Ended December 31, 2019
	Americas			EMEA & APAC			Total
	(Dollars in millions)⁽¹⁾
Operating income (GAAP)	$	95.2		$	160.9		$	256.1
Restructuring and other related charges		13.8			9.3			23.0

Segment operating income (non-GAAP)		108.9			170.2			279.1
Acquisition-related amortization		20.1			15.6			35.7
Other income (expense), net⁽²⁾		0.1			(2.2	)		(2.1	)

Adjusted EBITA (non-GAAP)	$	129.1		$	183.5		$	312.6

Segment operating income margin (non-GAAP)		11.6	%		13.0	%		12.4	%
Adjusted EBITA margin (non-GAAP)		13.7	%		14.0	%		13.9	%

(1)	Numbers may not sum due to rounding.

(2)	Relates to the adjustment for other income (expense), net items included within the Interest (income) expense and other, net line within the Combined Statements of Operations.


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Total Company

Sales

Net sales increased to $2.43 billion in 2021 from $1.95 billion in 2020 which decreased from $2.25 billion in 2019. The following table presents the components of changes in our Net sales.


	Net Sales
	$			%
	(Dollars in millions)
For the year ended December 31, 2019	$	2,247.1

Components of Change:
Existing businesses⁽¹⁾		(218.4	)		(9.7	)%
Foreign currency translation⁽²⁾		(78.6	)		(3.5	)%

		(297.0	)		(13.2	)%

For the year ended December 31, 2020		1,950.1

Components of Change:
Acquisitions		2.1			0.1	%
Existing businesses⁽¹⁾		456.6			23.4	%
Foreign currency translation⁽²⁾		19.3			1.0	%

		478.0			24.5	%

For the year ended December 31, 2021	$	2,428.1

(1)	Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of change due to factors such as price, product mix and volume.

(2)	Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.

Net sales from existing businesses increased $456.6 million during 2021 compared to 2020 primarily due to higher sales volume as a result of recovery from the COVID-related sales downturn in 2020, inflation-related pricing increases and new product initiatives of approximately $152 million, $214 million and $90 million, respectively. The weakening of the U.S. dollar relative to other currencies caused a $19.3 million favorable currency translation impact during the year.

During 2020, Net sales from existing businesses decreased $218.4 million compared to 2019 mainly due to approximately $241 million of lower sales volumes related to COVID-19, slightly offset by price increases of approximately $23 million. The strengthening of the U.S. dollar relative to other currencies caused a $78.6 million unfavorable currency translation impact during the year.


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Operating Results

The following table summarizes our results for the comparable periods.


	Year Ended December 31,
	2021			2020			2019
	(Dollars in millions)
Gross profit	$	838.0		$	682.5		$	796.4
Gross profit margin		34.5	%		35.0	%		35.4	%
Selling, general and administrative expense	$	512.8		$	458.7		$	517.3
Operating income	$	306.2		$	202.1		$	256.1
Operating income margin		12.6	%		10.4	%		11.4	%
Net income	$	238.7		$	159.9		$	176.7
Net income margin		9.8	%		8.2	%		7.9	%
Adjusted EBITA (non-GAAP)	$	365.7		$	262.8		$	312.6
Adjusted EBITA margin (non-GAAP)		15.1	%		13.5	%		13.9	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges⁽¹⁾	$	19.0		$	21.6		$	23.0
Acquisition-related amortization⁽²⁾	$	35.9		$	36.3		$	35.7
Pension settlement (gain) loss	$	(11.2)		$	—		$	33.6
Strategic transaction costs	$	2.9		$	—		$	—
Interest income, net	$	—		$	(1.0)		$	(1.1)
Income tax expense	$	80.4		$	46.0		$	44.7

(1)	Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination and other costs in connection with the closure of and optimization of facilities and product lines.

(2)	Includes amortization of acquired intangibles.

2021 Compared to 2020

Gross profit increased $155.5 million during 2021 compared to 2020, primarily attributable to higher sales volumes and the related improved production efficiencies compared to 2020, during which sales volumes were negatively impacted by the COVID-19 pandemic. During 2021, Gross profit also increased due to new product initiatives and $7.5 million of favorable foreign currency impacts, partially offset by increased supply chain and logistic costs. Gross profit margin was substantially maintained at the prior year level with margin improvements offset by the dilutive impact of inflation, net of customer price increases which compressed margins.

Selling, general and administrative expense increased $54.1 million, mainly due to the cessation of prior year temporary cost reduction measures that were taken in response to COVID-19, and increased sales commissions from increased sales levels.

Additionally, during 2021, a pension settlement gain of $11.2 million was recognized when the independent trustees of a company pension plan agreed to merge that plan with another company pension plan and contribute its surplus assets.

The effective tax rate for 2021 and 2020 was 25.2% and 22.3%, respectively. In 2021, the effective tax rate was higher than the U.S. federal statutory tax rate of 21.0% primarily due to withholding taxes on dividends and capital gains on current year transactions offset by the Company’s earnings outside the United States that are taxed at different rates rather than the U.S. federal statutory rate. In 2020, the effective tax rate was higher than the U.S. federal statutory tax rate of 21.0% and lower than 2021 mainly due to withholding taxes on dividends offset by U.S. research and development tax credits and the Company’s earnings outside the United States that are taxed at different rates rather than the U.S. federal statutory rate.


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Net income increased in 2021 compared to 2020, largely due to the strong recovery from the prior year COVID-related sales downturn. The sales-related benefits from this recovery in 2021 were partially offset by increases in expenses attributable to the cessation of aforementioned temporary cost reductions implemented during 2020 in reaction to COVID-driven sales reductions, as well as increased supply chain and logistic costs. During 2021, we also incurred higher sales commissions related to greater sales, partially offset by a pension settlement gain. The net income margin increased by 160 basis points in 2021 compared to 2020 primarily due to the aforementioned factors.

Adjusted EBITA increased primarily due to the improved sales volumes and new product initiatives, partially offset by the aforementioned supply chain and logistic costs and sales commission increases, and the cessation of the aforementioned temporary cost reductions. Adjusted EBITA margin increased by 160 basis points for largely the same reasons, partially offset by inflation-related pricing increases.

2020 Compared to 2019

Gross profit decreased $113.9 million during 2020 in comparison to 2019, primarily driven by lower sales volumes that resulted from the COVID-19 pandemic and $22.1 million of unfavorable currency translation effects, partly offset by temporary mitigating cost actions and new product initiatives. Gross profit margin was substantially maintained at the prior year level due to temporary cost reductions and restructuring benefits.

Selling, general and administrative expense decreased $58.6 million mainly due to benefits from restructuring initiatives and temporary cost reduction programs.

The effective tax rate for 2020 and 2019 was 22.3% and 20.2%, respectively. In 2020, the effective tax rate was higher than the U.S. federal statutory tax rate of 21.0% due to withholding taxes on dividends offset by U.S. research and development tax credits and the Company’s earnings outside the United States that are taxed at different rates rather than the U.S. federal statutory rate. In 2019, the effective tax rate was lower than the U.S. statutory tax rate of 21% and lower than 2020 mainly due to state income tax benefit offset by withholding taxes on dividends.

Net income decreased in 2020 compared to 2019, largely due to the decrease in Gross profit from COVID-19 impacts, mitigated by the reductions in Selling, general and administrative expense from our temporary cost reduction programs. Despite the decrease in net income, the net income margin increased by 30 basis points in 2020 compared to 2019 primarily due to the reduction in Selling, general and administrative expense.

The lower Adjusted EBITA was driven by COVID-19 impacts, partially offset by the reductions in Selling, general and administrative expense from our temporary cost reduction programs. Adjusted EBITA margin decreased by 40 basis points for largely the same reasons.

Business Segments


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We report results in two reportable segments: Americas and EMEA & APAC.

Americas

The following table summarizes selected financial data for our Americas segment:


	Year Ended December 31,
	2021			2020			2019
	(Dollars in millions)
Net sales	$	1,004.2		$	767.4		$	939.7
Gross profit	$	342.5		$	260.0		$	343.1
Gross profit margin		34.1	%		33.9	%		36.5	%
Selling, general and administrative expense	$	222.7		$	186.0		$	234.2
Segment operating income (non-GAAP)	$	119.7		$	74.0		$	108.9
Segment operating income margin (non-GAAP)		11.9	%		9.6	%		11.6	%
Adjusted EBITA (non-GAAP)	$	141.5		$	96.5		$	129.1
Adjusted EBITA margin (non-GAAP)		14.1	%		12.6	%		13.7	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges	$	11.6		$	12.4		$	13.8
Acquisition-related amortization	$	18.5		$	19.4		$	20.1
Pension settlement loss	$	—		$	—		$	33.6
Strategic transaction costs	$	1.2		$	—		$	—

2021 Compared to 2020

Net sales increased $236.8 million during 2021 compared to 2020 primarily due to higher sales volumes due to the strong recovery from COVID-19 and inflation-related price increases. Gross profit margin was 20 basis points higher in 2021 compared to 2020 primarily due to improved production efficiencies.

Selling, general and administrative expense increased $36.7 million in the period due to the higher sales commissions related to greater sales and the cessation of temporary cost reductions implemented in 2020. Segment operating income increased $45.7 million primarily due to higher sales levels related to the strong recovery from the COVID-19 with Adjusted EBITA and related margins increasing for the same reasons.

2020 Compared to 2019

Net sales decreased $172.3 million during 2020 compared to 2019 primarily due to lower sales volumes related to COVID-19, slightly offset by price increases. Gross profit margin was 260 basis points lower than 2019 primarily due to lower sales levels related to COVID-19 and a decrease in production volumes resulting in unfavorable production variances.

Selling, general and administrative expense decreased $48.2 million in the period due to benefits from restructuring initiatives and temporary cost reduction programs. Segment operating income decreased $34.9 million primarily due to lower sales levels related to COVID-19. Lower sales levels related to COVID-19 also resulted in a decline in Adjusted EBITA and related margins over the same period.


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EMEA & APAC

The following table summarizes the selected financial data for our EMEA & APAC segment:


	Year Ended December 31,
	2021			2020			2019
	(Dollars in millions)
Net sales	$	1,423.9		$	1,182.7		$	1,307.4
Gross profit	$	495.5		$	422.5		$	453.3
Gross profit margin		34.8	%		35.7	%		34.7	%
Selling, general and administrative expense	$	290.1		$	272.7		$	283.1
Segment operating income (non-GAAP)	$	205.5		$	149.8		$	170.2
Segment operating income margin (non-GAAP)		14.4	%		12.7	%		13.0	%
Adjusted EBITA (non-GAAP)	$	224.2		$	166.3		$	183.5
Adjusted EBITA margin (non-GAAP)		15.7	%		14.1	%		14.0	%
Items excluded from Adjusted EBITA:
Restructuring and other related charges	$	7.4		$	9.2		$	9.3
Acquisition-related amortization	$	17.4		$	17.0		$	15.6
Pension settlement (gain)	$	(11.2	)	$	—		$	—
Strategic transaction costs	$	1.7		$	—		$	—

2021 Compared to 2020

Net sales increased $241.2 million during 2021 compared to 2020 mainly due to higher sales volumes due to the strong recovery from COVID-19, inflation-related price increases, new product initiatives and favorable foreign currency translation impacts. Gross profit margin decreased by 90 basis points in 2021 when compared to the same period in 2020, primarily due to the impact of inflation-related pricing and cost increases, which compressed the margin.

Selling, general and administrative expense increased $17.4 million in 2021 compared to 2020 primarily due to the increased sales costs and the cessation of temporary cost reductions implemented in 2020, partially offset by benefits from restructuring initiatives. Segment operating income and Adjusted EBITA increased in 2021 compared to 2020 due to the improved sales volumes, partially offset by increased Selling, general and administrative costs. The related margins increased for the same reasons, partially offset by the impact of inflation-related pricing and cost increases.

2020 Compared to 2019

Net sales decreased $124.7 million during 2020 compared to 2019 mainly due to lower sales volumes related to COVID-19 and unfavorable foreign currency translation impacts. Gross profit margin increased by 100 basis points when compared to the same period in 2019, primarily due to lower material costs and temporary measures to reduce costs, partially offset by the negative impact of COVID-19-related volume decline.

Selling, general and administrative expense decreased $10.4 million in the period due to benefits from restructuring initiatives and temporary cost reduction programs. Segment operating income decreased $20.4 million primarily due to lower sales levels related to COVID-19. Lower sales levels related to COVID-19 also resulted in a decline in Adjusted EBITA while the related margin remained consistent with 2019.

Liquidity and Capital Resources

Overview

Prior to the completion of the separation, we financed our working capital requirements through cash flows from operating activities and arrangements with our Parent. We currently expect to finance our working capital


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requirements through cash flows from operating activities. We expect that our primary ongoing requirements for cash will be for working capital, funding of acquisitions, capital expenditures and restructuring related cash outflows, asbestos-related cash outflows, and debt service and required amortization of principal and, pending Board approval, payment of cash dividends.

In connection with the separation, we incurred $1.2 billion in aggregate principal amount of indebtedness pursuant to a $1.75 billion credit facility, consisting of (i) the $750 million Revolving Facility, (ii) the $400 million Term Loan A-1 Facility, and (iii) the $600 million Term Loan A-2 Facility. On June 28, 2022, the Company entered into an amendment to the Credit Agreement. This amendment, among other changes, provides for a senior term loan A facility in an initial aggregate principal amount of $600 million (the “Term Loan A-3 Facility”) to replace the Company’s existing $600 million 364-day Term Loan A-2 Facility under the Credit Agreement. Proceeds from the Term Loan A-3 Facility were used to refinance the Term Loan A-2 Facility and to pay associated fees and expenses. We have used the proceeds of these facilities, in part, to fund the cash distribution to Colfax as partial consideration for the transfer of Colfax’s fabrication technology business to us and to pay fees and expenses in connection with the separation and distribution. As of April 1, 2022, on a pro forma basis after giving effect to the transactions relating to the separation and distribution, the amounts borrowed under the Facilities, and the use of proceeds therefrom, we would have had approximately $550 million of availability under the Revolving Facility as of such date. The debt may also restrict our business and may adversely impact our financial condition, results of operations or cash flows. The separation may increase the overall cost of debt financing and decrease the overall debt capacity and commercial credit available to us.

In addition to the $550 million described in the preceding paragraph, we also have the ability to incur $50 million of indebtedness pursuant to certain uncommitted credit lines, consisting of an uncommitted credit line that we currently have in place which we have used from time to time in the past for short-term working capital needs. Refer to “Note 14. Subsequent Events” of the combined condensed financial statements for more information related to the Credit Facilities. We believe that we could raise additional funds in the form of debt or equity if it was determined to be appropriate for strategic acquisitions or other corporate purposes. We believe that our sources of liquidity are adequate to fund our operations for the next twelve months.

Cash Flows

As of December 31, 2021, we had $41.2 million of Cash and cash equivalents, a decrease of $8.0 million from $49.2 million as of December 31, 2020. As of December 31, 2019, we had Cash and cash equivalents of $104.8 million.

As of April 1, 2022, we had $56.6 million of Cash and cash equivalents, an increase of $15.4 million from the balance as of December 31, 2021 of $41.2 million.


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The following tables summarize the change in Cash and cash equivalents during the periods indicated:


	Year Ended December 31,
	2021			2020			2019
	(Dollars in millions)⁽¹⁾
Net cash provided by operating activities	$	250.7		$	309.2		$	249.8

Purchases of property, plant and equipment	$	(35.6	)	$	(40.1	)	$	(44.5	)
Proceeds from sale of property, plant and equipment		5.2			5.6			7.0
Acquisition, net of cash received		(4.9	)		—			—

Net cash used in investing activities	$	(35.3	)	$	(34.5	)	$	(37.5	)

Proceeds from (repayments of) borrowings, net	$	0.7		$	(0.2	)	$	(5.0	)
Distributions to noncontrolling interest holders		(3.7	)		(4.3	)		(2.9	)
Transfers to Parent, net		(218.5	)		(321.9	)		(168.5	)

Net cash used in financing activities	$	(221.5)		$	(326.4)		$	(176.4)


	Three Months Ended
	April 1, 2022			April 2, 2021
	(Dollars in millions)⁽¹⁾
Net cash provided by operating activities	$	16.1		$	62.8

Purchases of property, plant and equipment		(5.9	)		(4.7	)
Proceeds from sale of property, plant and equipment		2.7			0.2
Acquisition, net of cash received		—			(4.9	)

Net cash used in investing activities		(3.2	)		(9.4	)

Repayments of borrowings, net		(0.5	)		—
Payments of deferred consideration		(1.5	)		—
Distributions to noncontrolling interest holders		(0.9	)		(1.1	)
Transfers from (to) Parent, net		2.8			(55.1	)

Net cash used in financing activities		(0.1	)		(56.1	)

Effect of foreign exchange rates on Cash and cash equivalents		2.6			(1.4	)

Increase (decrease) in Cash and cash equivalents	$	15.4		$	(4.1	)

(1)	Numbers may not sum due to rounding.

Cash provided by operating activities for 2021 decreased $58.5 million over 2020 mainly due to a decrease in cash provided by changes in operating assets and liabilities of $133.4 million, partially offset by an increase in operating income of $104.1 million. Cash provided by operating activities for 2020 increased $59.4 million over 2019 mainly due to an increase in cash provided by changes in operating assets and liabilities of $106.8 million, partially offset by a decrease in operating income of $54.0 million. Cash used in operating activities related to discontinued operations for the three months ended April 1, 2022 was $4.6 million.

Cash flows from operating activities can fluctuate significantly from period to period due to changes in working capital and the timing of payments for items such as pension funding, asbestos-related costs and restructuring program funding. Changes in significant operating cash flow items are discussed below.

•

During the three months ended April 1, 2022 and April 2, 2021, cash payments of $6.7 million and $3.4 million, respectively, were made related to our restructuring initiatives.

•

During the three months ended April 1, 2022 cash provided by operating activities decreased $46.8 million over the same period in 2021 mainly due to a decrease in cash provided by changes in


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operating assets and liabilities of $47.2 million, resulting from increased trade receivables and higher inventories to support growth and manage supply chain challenges as result of COVID-19.

Cash flows used in investing activities during 2021, 2020 and 2019 include $35.6 million, $40.1 million and $44.5 million, respectively, of cash used for the purchases of property, plant and equipment.

Cash flows used in investing activities during the three months ended April 1, 2022 and April 2, 2021 include $5.9 million and $4.7 million, respectively, of cash used for the purchases of property, plant and equipment.

Cash flows used in financing activities in 2021, 2020, 2019 and during the three months ended April 1, 2022 and April 2, 2021 primarily relate to activity with Parent.

Our Cash and cash equivalents as of December 31, 2021 and April 1, 2022 included $40.7 million and $48.9 million, respectively, held in jurisdictions outside the United States. Cash repatriation of non-U.S. cash into the United States may be subject to taxes, other local statutory restrictions and minority owner distributions.

Contractual Obligations

Operating Leases

The Company leases certain office spaces, warehouses, facilities, vehicles, and equipment. As of December 31, 2021, the Company had fixed lease payment obligations of $127.5 million, with $23.4 million payable within 12 months.

Purchase Obligations

As of December 31, 2021, the Company had other purchase obligations of $123.2 million, with $120.7 million payable within 12 months.

We have funding requirements associated with our pension and other post-retirement benefit plans as of December 31, 2021, which are estimated to be $4.8 million for the year ending December 31, 2022. Other long-term liabilities, such as those for other legal claims, employee benefit plan obligations, deferred income taxes and liabilities for unrecognized income tax benefits, are excluded from this disclosure since they are not contractually fixed as to timing and amount.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that provide liquidity, capital resources, market or credit risk support that expose us to any liability that is not reflected in our Combined Financial Statements at December 31, 2021 other than outstanding letters of credit of $33.3 million and unconditional purchase obligations with suppliers of $123.2 million.

Critical Accounting Policies

The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on our results of operations and financial position. We evaluate our estimates and judgments on an ongoing basis. Our estimates are based upon our historical experience, our evaluation of business and macroeconomic trends and information from other outside sources, as appropriate. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what our management anticipates, and different assumptions or estimates about the future could have a material impact on our results of operations and financial position.


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We believe the following accounting policies are the most critical in that they are important to the financial statements and they require the most difficult, subjective or complex judgments in the preparation of the financial statements. For a detailed discussion on the application of these and other accounting policies, see Note 2, “Summary of Significant Accounting Policies” in the accompanying Notes to Combined Financial Statements included in this prospectus.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. Indefinite-lived intangible assets consist of certain trade names.

We evaluate the recoverability of Goodwill and indefinite-lived intangible assets annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. The annual impairment test date elected by the Company is the first day of its fourth quarter. Goodwill and indefinite-lived intangible assets are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. The Company currently has three reporting units: Americas, EMEA & APAC and Gas Control Equipment.

In the evaluation of Goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If we determine that it is more likely than not for a reporting unit’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If we determine that it is more likely than not for a reporting unit’s fair value to be less than its carrying value, a calculation of the fair value is performed and compared to the carrying value of that reporting unit. In certain instances, we may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, Goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the carrying value over its fair value.

Generally, we measure fair value of reporting units based on a present value of future discounted cash flows. The discounted cash flow models indicate the fair value of the reporting units based on the present value of the cash flows that the reporting units are expected to generate in the future. Significant estimates in the discounted cash flow models include the weighted average cost of capital, revenue growth rates, long-term rate of growth and profitability of our business.

An evaluation of Goodwill for impairment was performed for the three reporting units for the years ended December 31, 2021, 2020 and 2019, which indicated no impairment existed.

For the year ended December 31, 2021, a quantitative annual impairment test of Goodwill was performed for the Gas Control Equipment reporting unit while qualitative assessments were performed for the remaining two reporting units. Goodwill was allocated to the Americas and EMEA & APAC reporting units on a relative fair value basis as of January 1, 2018. For Gas Control Equipment, goodwill was allocated based on the acquired goodwill on its acquisition date, October 1, 2018. The carrying amount of Goodwill of the Americas, EMEA & APAC and Gas Control Equipment reporting units as of December 31, 2021, were $519.2 million, $892.1 million, and $121.7 million, respectively. We determined the fair value of the Gas Control Equipment reporting unit using a discounted cash flow approach, and the reporting unit’s fair value exceeded its carrying amount by approximately 65% as of the annual impairment testing date, the first day of our fourth quarter in 2021, compared to 15% fair value in excess of carrying amount from the previous year’s quantitative test. Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions which can be affected by changes in business climate, economic conditions, the competitive environment and other factors. We base these fair value estimates on assumptions our management believes to be reasonable but which are unpredictable and inherently uncertain. Future changes in the judgment, assumptions and estimates could result in significantly different estimates of fair value in the


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future. An increase in discount rates, a reduction in projected cash flows due to lower revenue growth rates or lower margins compared to our projections, or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year. The cash flows of our Gas Control Equipment reporting unit can be impacted by the broader economy in Europe due to our prevalent business footprint. In conducting a sensitivity analysis, we estimated the fair value of the Gas Control Equipment reporting unit if we reduced the long-term revenue growth rate by 25 basis points or increased the discount rate by 25 basis points, and the resulting excess fair value over carrying value decreased by approximately 5% and 6%, respectively.

In the evaluation of indefinite-lived intangible assets for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If we determine that it is more likely than not for the indefinite-lived intangible asset’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If we determine that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value, a calculation is performed and compared to the carrying value of the asset. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We measure the fair value of our indefinite-lived intangible assets using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated.

A quantitative impairment test was performed for all the indefinite-lived trade name brands for the years ended December 31, 2021 and 2020, respectively, while a combination of quantitative impairment tests and qualitative assessments were performed for the year ended December 31, 2019, all of which indicated no impairment existed.

A sustained decline in our end-markets and geographic markets could increase the risk of impairments in future years. Actual results could differ from our estimates and projections, which would also affect the assessment of impairment. As of December 31, 2021, we have Goodwill of $1,533.0 million and indefinite lived trade names of $199.5 million that are subject to at least annual review for impairment. See Note 6, “Goodwill and Intangible Assets” in the accompanying Notes to Combined Financial Statements for further information.

Income Taxes

We account for income taxes under the separate return method, where we determine the deferred tax assets and liabilities and related tax expense as if the Company were filing separate returns. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion of the deferred tax asset will not be realized. In evaluating the need for a valuation allowance, we consider various factors, including the expected level of future taxable income and available tax planning strategies. If actual results differ from the assumptions made in the evaluation of our valuation allowance, we record a change in valuation allowance through income tax expense in the period such determination is made.

FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and measurement attribute for a position taken in a tax return. Under this standard, we must presume the income tax position will be examined by a relevant tax authority and determine whether it is more likely than not that the income tax position will be sustained upon examination based on its technical merits. An income tax position that meets the more-likely-than-not recognition threshold is then measured to determine the amount of the benefit to be recognized in the financial statements. Liabilities for unrecognized income tax benefits are reviewed periodically and are adjusted as events occur that affect our estimates, such as the availability of new information, the lapsing of applicable statutes of limitations, the conclusion of tax audits and, if applicable, the conclusion of any court proceedings. To the extent we prevail in matters for which liabilities for unrecognized tax benefits have been established or are required to pay amounts in excess of our liabilities for unrecognized tax benefits, our effective income tax rate in a given period could be materially affected. We recognize interest and penalties related to unrecognized tax


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benefits in the Income tax expense in the Combined Statements of Operations. Net liabilities for unrecognized income tax benefits, including accrued interest and penalties, were $37.7 million, $35.2 million and $34.0 million as of December 31, 2021, 2020 and 2019, respectively, and are included in Other liabilities or as a reduction to deferred tax assets in the accompanying Combined Balance Sheet.

Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to the customer. The amount of revenue recognized reflects the consideration to which we expect to be entitled in exchange for transferring the goods or services.

We provide a variety of products and services to our customers. Most of our contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts that include multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the stand-alone selling price of each identified performance obligation. A significant majority of our revenue relates to the shipment of off-the-shelf products that is recognized when control is transferred to the customer. On a limited basis, we have agreements with customers that have multiple performance obligations. In determining whether there are multiple performance obligations, we first assess the goods or services promised in the customer arrangement and then consider the guidance in FASB ASC Topic 606, Revenue from Contracts with Customers, to evaluate whether goods and services are capable of being distinct and are considered distinct within the customer arrangement. To determine whether promised goods or services are separately identifiable (i.e., whether a promise to transfer a good or service is distinct in the context of the contract), we evaluate whether the contract is to deliver (1) multiple promised goods or services or (2) a combined item that comprises the individual goods or services promised in the contract. Substantially all revenue involving development and application engineering projects consists of a single performance obligation and is recognized at a point in time.

A majority of the revenue we recognize relates to contracts with customers for standard or off-the-shelf products. As control typically transfers to the customer upon shipment of the product in these circumstances, revenue is generally recognized at that point in time. For service contracts, we recognize revenue ratably over the period of performance as the customer simultaneously receives and consumes the benefits of the services provided.

Any recognized revenues in excess of customer billings are recorded as a component of Trade receivables. Billings to customers in excess of recognized revenues are recorded as a component of Accrued liabilities. Each contract is evaluated individually to determine the net asset or net liability position. Substantially all of our revenue is recognized at a point in time, and revenue recognition and billing typically occur simultaneously.

The period of benefit for our incremental costs of obtaining a contract would generally have less than a one-year duration; therefore, we apply the practical expedient available and expense costs to obtain a contract when incurred.

Trade receivables are presented net of an allowance for credit losses. The Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments as of January 1, 2020. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The allowance for credit losses was $23.9 million as of December 31, 2021 compared to $32.3 million as of December 31, 2020 and $32.0 million as of January 1, 2020, following the adoption of the standard.

Asbestos Liabilities and Insurance Assets

Certain subsidiaries contributed by Colfax immediately prior to the consummation of the separation and pursuant to the terms of the separation agreement are each one of many defendants in a large number of lawsuits


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that claim personal injury as a result of exposure to asbestos from products manufactured with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries, nor were these subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy.

Pursuant to the definitive purchase agreements related to the sale of Colfax’s Fluid Handling (“FH”) and Air and Gas Handling (“AGH”) businesses, Colfax and its subsidiaries retained the asbestos-related contingencies and insurance coverage related to these businesses, even though Colfax sold the operating assets of the FH and AGH businesses. Because Colfax did not retain an interest in the ongoing operations of the FH or AGH businesses subject to the contingencies, Colfax has classified asbestos-related activity in its financial statements as part of Income (loss) from discontinued operations, net of taxes.

For purposes of Colfax’s financial statements, Colfax management has projected future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. This methodology is based upon risk equations, exposed population estimates, mortality rates, and other demographic statistics. In applying the Nicholson methodology for each subsidiary Colfax management performed: (1) an analysis of the estimated population likely to have been exposed or claim to have been exposed to products manufactured by the subsidiaries based upon national studies undertaken of the population of workers believed to have been exposed to asbestos; (2) a review of epidemiological and demographic studies to estimate the number of potentially exposed people that would be likely to develop asbestos-related diseases in each year; (3) an analysis of the subsidiaries’ recent claims history to estimate likely filing rates for these diseases and (4) an analysis of the historical asbestos liability costs to develop average values, which vary by disease type, jurisdiction and the nature of claim, to determine an estimate of costs likely to be associated with currently pending and projected asbestos claims. Colfax management’s projections, based upon the Nicholson methodology, estimate both claims and the estimated cash outflows related to the resolution of such claims for periods up to and including the endpoint of asbestos studies referred to in item (2) above. It is Colfax’s policy to record a liability for asbestos-related liability costs for the longest period of time that Colfax management can reasonably estimate. Accordingly, no accrual has been recorded for any costs which may be paid after the next 15 years.

Projecting future asbestos-related liability costs is subject to numerous variables that are difficult to predict, including, among others, the number of future claims that might be received, the type and severity of the disease alleged by each claimant, the latency period associated with asbestos exposure, dismissal rates, costs of medical treatment, the financial resources of other companies that are co-defendants in the claims, funds available in post-bankruptcy trusts, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, including fluctuations in the timing of court actions and rulings, and the impact of potential changes in legislative or judicial standards, including potential tort reform. Furthermore, any projections with respect to these variables are subject to even greater uncertainty as the projection period lengthens. These trend factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and the related best estimate of Colfax’s asbestos liability, and these effects do not move in linear fashion but rather change over multiple year periods. Accordingly, Colfax management monitors these trend factors over time and periodically assesses whether an alternative forecast period is appropriate. Taking these factors into account and the inherent uncertainties, Colfax management believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and have recorded that liability as its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, Colfax management does not believe the reasonably possible loss or range of reasonably possible loss is estimable at the current time. Accordingly, no accrual has been recorded for any costs which may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred in connection with pursuing insurance coverage from these subsidiaries’ insurers are expensed as incurred.


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Colfax management assessed these subsidiaries’ existing insurance arrangements and agreements, estimated the applicability of insurance coverage for existing and expected future claims, analyzed publicly available information bearing on the current creditworthiness and solvency of the various insurers, and employed such insurance allocation methodologies as Colfax management believed appropriate to ascertain the probable insurance recoveries for asbestos liabilities. The analysis took into account self-insurance retentions, policy exclusions, pending litigation, liability caps and gaps in coverage, existing and potential insolvencies of insurers as well as how legal and defense costs will be covered under the insurance policies.

Each subsidiary has separate insurance coverage acquired prior to Colfax’s ownership of each independent entity. In Colfax management’s evaluation of the insurance asset, it uses differing insurance allocation methodologies for each subsidiary based upon the applicable law pertaining to the affected subsidiary.

We follow a similar methodology to estimate future claims exposure and the amount of insurance available based upon similar assumptions with respect to future claims and liability costs, and to reevaluate such estimates regularly.

Management’s analyses are based on currently known facts and a number of assumptions. However, projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies and collectability of claims tendered, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect our financial condition, results of operations or cash flow.

Corporate Allocations

The Company has historically operated as part of Colfax Corporation and not as a stand-alone company. Accordingly, certain shared costs have been allocated to the Company and are reflected as expenses in the accompanying financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses that will be incurred in the future by the Company. Refer to Note 17, “Related Party Transactions” in the Company’s Combined Financial Statements for a description of the Company’s corporate allocations and related-party transactions.

Recently Issued Accounting Pronouncements

For detailed information regarding recently issued accounting pronouncements and the expected impact on our financial statements, see Note 3, “Recently Issued Accounting Pronouncements” in the accompanying Notes to Combined Financial Statements included in this prospectus.


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BUSINESS

Our Company

We formulate, develop, manufacture and supply consumable products and equipment, including cutting, joining and automated welding products, as well as gas control equipment. For the year ended December 31, 2021, welding consumables represented approximately 69% of our total Net sales. Our products are marketed under several brand names, most notably ESAB, providing a wide range of products with innovative technologies to solve challenges in virtually any industry. ESAB’s comprehensive range of welding consumables includes electrodes, cored and solid wires and fluxes using a wide range of specialty and other materials, and cutting consumables includes electrodes, nozzles, shields and tips. ESAB’s equipment ranges from portable welding machines to large customized automated cutting and welding systems. ESAB also offers a range of software and digital solutions to help its customers increase their productivity, remotely monitor their welding operations and digitize their documentation. Products are sold into a wide range of global end markets, including general industry, construction, infrastructure, transportation, energy, renewable energy, and medical and life sciences. Our sales channels include both independent distributors and direct salespeople who, depending on geography and end market, sell our products to our end users.

Industry and Competition

Our products and services are marketed worldwide and the markets we serve are fragmented and competitive. Because we compete in selected niches of these markets and due to the diversity of our products and services, no single company competes directly with us across all our markets. We encounter a wide variety of competitors that differ by product line, including well-established regional competitors, competitors with greater specialization in particular markets, as well as larger competitors. The markets that we compete in are also served by Lincoln Electric and the welding business within Illinois Tool Works, Inc. Our customer base is broadly diversified across many sectors of the economy, and we believe customers place a premium on quality, reliability, availability, innovation, and application engineering support. We believe the principal elements of competition in our served markets are the ability to improve customer productivity and solve their technical challenges, reliably and timely supply high-quality products that represent a good value, and offer outstanding aftermarket support including application expertise and engineering capabilities. Our management believes that we are a leading competitor in each of our markets with leading and well-recognized brands.

International Operations

Our products and services are available worldwide. We believe this geographic diversity allows us to draw on the skills of a global workforce, provides stability to our operations, allows us to drive economies of scale, provides revenue streams that may offset economic trends in individual economies, and offers an opportunity to access new markets for products. In addition, we believe that our exposure to developing economies will provide additional opportunities for growth in the future.

For the year ended December 31, 2021, approximately 41% of our Net sales were derived from the Americas, 30% from Europe and the remainder from other countries.

Our principal markets as a whole outside the United States are Europe, Asia, South America, and the Middle East. For the year ended December 31, 2021, approximately 78% of our Net sales were derived from locations outside of the United States, with approximately 51% in emerging markets.

Our international operations subject us to certain risks. For a discussion of risks related to our international operations, please refer to “Risk Factors—Risks Related to Our Business” in this prospectus.

Research and Development

Our research and development activities focus on innovation; developing new products, software and services, as well as the enhancement of existing products with the latest technology and updated designs; creating


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new applications for existing products; lowering the cost of manufacturing our existing products; and, redesigning existing product lines to increase efficiency, improve durability, enhance performance and usability.

Research and development expenses were $9.5 million during the three months ended April 1, 2022, and $9.5 million during the three months ended April 2, 2021 and $39.7 million, $34.8 million and $32.2 million in 2021, 2020 and 2019, respectively. Amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects, nor do they include costs related to securing third party product rights. We expect to continue making significant expenditures for research and development to maintain and improve our competitive positions.

Intellectual Property

We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secrets and contractual provisions to protect our intellectual property both in the United States and around the world for our business. Although we highlight recent additions to our patent portfolio as part of our marketing efforts, we do not consider any one patent or trademark or any group thereof essential to our business as a whole or to any of our business operations. We also rely on proprietary product knowledge and manufacturing processes in our operations. We do not rely solely on our patents and other intellectual property rights to maintain our competitive position. We believe that the development and marketing of new products and improvement of existing ones is, and will continue to be, more important to our competitive position than relying solely on existing products and intellectual property.

Raw Materials

We obtain raw materials, component parts and supplies from a variety of global sources, generally each from more than one supplier. Our principal raw materials and components for our business are steel, iron, copper and aluminum. We believe that our sources of raw materials are adequate for our needs for the foreseeable future and the loss of any one supplier would not have a material adverse effect on our business or results of operations.

Seasonality

Our European operations typically experience a slowdown during the July, August and December vacation seasons for our business. However, the business impact caused by the COVID-19 pandemic, as well as general economic conditions, may distort the effects of historical seasonality patterns and impact future seasonal variations.

Working Capital

We maintain an adequate level of working capital to support our business needs. There are no unusual industry practices or requirements related to working capital items.

Regulatory Environment

We face extensive government regulation both within and outside the United States relating to the development, manufacture, marketing, sale and distribution of our products, software and services. The following sections describe certain significant regulations that we are subject to. These are not the only regulations that our businesses must comply with. For a description of risks related to the regulations that our businesses are subject to, please refer to “Risk Factors—Risks Related to Our Business” in this prospectus.

Environmental Laws and Regulations

Our operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges and waste management, and workplace health and


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safety. Our Quality, Environmental, and Occupational Health & Safety (“QIS”) Management Systems apply to all of ESAB’s operations, activities, people, and units globally. We have achieved external certification of our QEHS Management Systems to the ISO 9001, ISO 14001 and ISO 45001 standards for the majority of ESAB’s operations, activities, people, and units globally.

We maintain an Environment, Health & Safety Policy to ensure compliance with all applicable laws and regulations and promote safety and environmental protection as core business values. We are committed to continual improvement of our environment, health and safety management system through assessments, actionable planning and implementation of best practices. We establish objectives and appropriate targets for significant environmental aspects of our business operations and activities including, but not limited to, the reduction of energy and water consumed, and waste minimization.

For a discussion of risks related to compliance with environmental and health and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, please refer to “Risk Factors—Risks Related to Our Business” in this prospectus.

Export/Import Compliance

We are required to comply with various U.S. export/import control and economic sanctions laws, including:

•

the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions List);

•

the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export or re-export of certain dual-use goods, technology and software (which are items that potentially have both commercial and military applications);

•

the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and

•

the import regulatory activities of the U.S. Customs and Border Protection.

Other nations’ governments have implemented similar export and import control regulations, which may affect our operations or transactions subject to their jurisdictions. For a discussion of risks related to export/import control and economic sanctions laws, please refer to “Risk Factors—Risks Related to Litigation and Regulatory Compliance—We have done and may continue to do business in countries subject to U.S. sanctions and embargoes. Failure to comply with various sanction and embargo laws may result in enforcement or other regulatory actions” and “Risk Factors—Risks Related to Litigation and Regulatory Compliance—If we fail to comply with export control regulations, we could be subject to substantial fines or other sanctions, which could have a material adverse effect on our business, financial condition and results of operations” in this prospectus.

Human Capital Management

As of December 31, 2021, we employed approximately 9,275 persons, of whom approximately 1,164 were employed in the United States and approximately 8,111 were employed outside of the United States. Approximately 2% of associates are covered by collective bargaining agreements with U.S. trade unions. In addition, approximately 48% of our associates are represented by foreign trade unions and work councils in Europe, Asia, Central and South America, Canada, Africa and Australia, which could subject us to arrangements very similar to collective bargaining agreements. We have not experienced any work stoppages or strikes that have had a material adverse impact on operations. We consider our relations with our associates to be good.


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At ESAB, we believe that the best team wins. Our growth model is focused in part on acquiring good companies, empowering our talent and using EBX to make them great. Culture and associate development are critical to our success. We are a diverse team of associates around the world. We empower our associates through our culture that is centered on our corporate purpose – “Shaping the World We Imagine.” We are committed to attracting and developing great talent and rewarding our associates to build and sustain our company. Our internal human capital management programs center on the following processes and objectives: (i) identifying, attracting, developing and enabling talent, (ii) promoting associate engagement and an open feedback culture to foster continuous improvement, (iii) offering competitive compensation and benefit programs to motivate associates and reward performance, (iv) building and supporting inclusion, diversity, and equity initiatives, and (v) protecting the health and safety of all of our associates.

Properties

Our corporate headquarters are located in North Bethesda, Maryland in a facility that we lease. As of December 31, 2021, the Company had a total of four production facilities in the United States, representing a total of 0.6 million and 0.6 million square feet of owned and leased space, respectively, and 31 production facilities outside the United States, representing a total of 7.1 million and 2.0 million square feet of owned and leased space, respectively, in 16 countries in Australia, Europe, Central and South America and Asia.

Company Information

We were organized as a Delaware corporation on May 19, 2021. Our principal executive offices are located at 909 Rose Avenue, 8th Floor, North Bethesda, MD 20852, and our main telephone number at that address is (301) 323-9099. Our corporate website address is www.esabcorporation.com.

Legal Proceedings

We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business. Based upon our experience, current information and applicable law, we do not believe that these proceedings and claims will have a material adverse effect on our financial position, results of operations or cash flows. With respect to these proceedings, claims and litigation, our management believes that we will either prevail, have adequate insurance coverage or have established appropriate accruals to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. Please refer to Note 14 to the audited Combined Financial Statements included in this prospectus for more information.

Additionally, Enovis contributed to the Company the stock of its subsidiaries that hold the residual industrial assets and liabilities of its previously divested FH and AGH businesses, which Enovis presented as discontinued operations in its consolidated financial statements. Pursuant to the FH and AGH business divestitures, Enovis and its subsidiaries retained the FH and AGH asbestos related contingencies and insurance coverages and, because Enovis did not retain any of the FH or AGH operating assets subject to the asbestos contingencies, Enovis has classified asbestos related activity as part of income (loss) from discontinued operations.

Certain of the FH and AGH subsidiaries contributed to the Company are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries, nor were the subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have


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contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy. The subsidiaries settle asbestos claims for amounts Enovis considers reasonable given the facts and circumstances of each claim. The annual average settlement payment per asbestos claimant has fluctuated during the past several years. Such fluctuations are likely to continue in the future based upon, among other things, the number and type of claims settled in a particular period and the jurisdictions in which such claims arise. To date, the majority of settled claims have been dismissed for no payment.

Claims activity related to divested businesses asbestos claims is as follows:


	Year Ended December 31,									Three Months Ended April 1,
	2021			2020			2019			2022
	(Number of claims)
Claims unresolved, beginning of period		14,809			16,299			16,417			14,559
Claims filed⁽¹⁾		4,393			4,014			4,486			1,065
Claims resolved⁽²⁾		(4,643	)		(5,504	)		(4,604	)		(779	)

Claims unresolved, end of period		14,559			14,809			16,299			14,845


	(In dollars)
Average cost of resolved claims⁽³⁾	$	8,421		$	12,055		$	9,455		$	—

(1)	Claims filed include all asbestos claims for which notification has been received or a file has been opened.

(2)	Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants.

(3)	Excludes claims settled in Mississippi for which the majority of claims have historically been resolved for no payment and insurance recoveries.

Each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims have been projected based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. A liability for asbestos-related costs is recorded for the longest period of time that can reasonably be estimated.

Enovis believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability as its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, Enovis does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, Enovis has not recorded an accrual for any costs which may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed by Enovis as incurred.

Each of the subsidiaries contributed pursuant to the separation agreement having asbestos related contingencies and insurance coverage has separate insurance coverage acquired prior to Enovis’s ownership of each independent entity. The insurance assets for each subsidiary are evaluated based upon the applicable policy language and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies.

One of our subsidiaries was notified in 2010 by the primary and umbrella carrier who had been fully defending and indemnifying the subsidiary for 20 years that the limits of liability of its primary and umbrella layer policies had been exhausted. The subsidiary has sought coverage from certain excess layer insurers whose coverage obligations were disputed in Delaware state court, and were the subject of various rulings, including a September 12, 2016 ruling on certain appealed issues by the Delaware Supreme Court. This litigation confirmed that asbestos-related costs should be allocated among excess insurers using an “all sums” allocation (which allows an insured to collect all sums paid in connection with a claim from any insurer whose policy is triggered,


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up to the policy’s applicable limits), that the subsidiary has the right to access coverage available under excess insurance policies purchased by a former owner of the business, and that the subsidiary has a right to immediately access the excess layer policies. Further, the Delaware Supreme Court ruled in the subsidiary’s favor on a “trigger of coverage” issue, holding that every policy in place during or after the date of a claimant’s first significant exposure to asbestos was “triggered” and potentially could be accessed to cover that claimant’s claim. The Court also largely affirmed but reversed in part some of the prior lower court rulings on defense obligations and whether payment of defense costs erode policy limits or are payable in addition to policy limits. Final judgment in the case was entered in 2021.

Based upon these rulings, it is currently estimated that the FH subsidiary’s future expected recovery percentage is 90.4% of asbestos-related costs, with the FH subsidiary expected to be responsible for 9.6% of its future asbestos-related costs.

Since approximately mid-2011, Colfax had funded $174.8 million of the FH subsidiary’s asbestos-related defense and indemnity costs through December 31, 2021, which it has recovered or expects to recover from insurers. Based on the above-referenced court rulings, Colfax requested that its insurers reimburse all of the $94.9 million that remained outstanding at the time of the ruling, and Enovis currently has received substantially all of that amount. The FH subsidiary also has requested that certain excess insurers provide ongoing coverage for future asbestos-related defense and/or indemnity costs. To the extent any disagreements concerning excess insurers’ payment obligations under the Delaware Supreme Court’s rulings remain, they are expected to be resolved by court action. In the interim, the cash funding for future asbestos-related defense and indemnity costs for which reimbursement is ultimately expected from insurers could range up to $10 million per quarter.

In 2003, another FH subsidiary filed a lawsuit against a large number of its insurers and its former parent to resolve a variety of disputes concerning insurance for asbestos-related bodily injury claims asserted against it. Court rulings in 2007 and 2009 clarified the insurers allocation methodology as mandated by the New Jersey courts, the allocation calculation related to amounts currently due from insurers, and amounts Enovis expects to be reimbursed for asbestos-related costs incurred in future periods. A final judgment at the trial court level was rendered in 2011 and confirmed by the Appellate Division in 2014. In 2015, the New Jersey Supreme Court refused to grant certification of the appeals, effectively ending the matter. Based upon this ruling, this FH subsidiary is expected to be responsible for 26.8% of all future projected asbestos-related costs. Enovis’s Consolidated Balance Sheets included the following amounts related to asbestos-related litigation:


	As of December 31,				As of April 1,
	2021		2020		2022
	(In thousands)
Long-term asbestos insurance asset	$	231,900	$	232,712	$	229,215
Long-term asbestos insurance receivable		15,421		31,815		17,002
Accrued asbestos liability		30,572		41,626		34,494
Long-term asbestos liability		261,779		253,144		254,106

The asbestos analyses are based on currently known facts and a number of assumptions. However, projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies and the collectability of claims tendered, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect the Company’s financial condition, results of operations or cash flow.

In connection with the separation, we agreed to indemnify Enovis for, among other things, the retained asbestos-related contingencies and liabilities related to the FH and AGH businesses.


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For more information, please refer to the sections titled “Risk Factors—Risks Related to Litigation and Regulatory Compliance—Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations,” “Risk Factors—Risks Related to the Separation and Our Relationship with Enovis—Potential indemnification obligations to Enovis pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows,” and “Certain Relationships and Related Person Transactions—Agreements with Enovis” in this prospectus.


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MANAGEMENT

Executive Officers

The following table sets forth information, as of the date of this prospectus, with respect to the individuals who serve as our executive officers, including their positions, and is followed by a biography of each such individual.


Name	Age		Position
Shyam P. Kambeyanda		51	President, Chief Executive Officer and Director
Kevin Johnson		46	Chief Financial Officer
Olivier Biebuyck		51	President, EMEA
Michele Campion		46	Chief Human Resources Officer
Curtis Jewell		40	Senior Vice President, General Counsel and Corporate Secretary
Vusa Mlingo		52	Senior Vice President, Strategy and Business Development

Shyam P. Kambeyanda has served as a member of our Board since April 2022. Mr. Kambeyanda has been President and Chief Executive Officer of ESAB since May 2016 and was Executive Vice President of Colfax from December 2019 until the separation. As the leader of ESAB, Mr. Kambeyanda has overseen the growth of the fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving EBX throughout the business. Prior to joining Colfax, Mr. Kambeyanda most recently served as the President Americas for Eaton Corporation’s Hydraulics Group. Mr. Kambeyanda joined Eaton in 1995 and held a variety of positions of increasing responsibility in engineering, quality, e-commerce, product strategy, and operations management in the United States, Mexico, Europe and Asia. Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. Mr. Kambeyanda holds bachelor’s degrees in Physics and General Science from Coe College in Iowa and in Electrical Engineering from Iowa State University. Mr. Kambeyanda also earned his M.B.A. from Kellogg School of Management at Northwestern University and is a Six Sigma Green Belt. Mr. Kambeyanda’s day-to-day leadership of ESAB, combined with his significant international business experience and familiarity with EBX, will give the Board an invaluable Company-focused perspective supplemented by his global operational expertise.

Kevin Johnson has been Chief Financial Officer of ESAB since May 2019. From 2017 to 2019, he served as Vice President, Finance, of Colfax, where his responsibilities included leading investor relations, financial planning and analysis and supporting acquisition diligence and integration. Prior to that, Mr. Johnson held a number of senior finance and system implementation roles at Colfax companies from 2001 to 2017, during which time he gained extensive global experience in roles of increasing responsibility including as Chief Financial Officer for Howden Africa, a South African publicly-listed company. Mr. Johnson is qualified as a CPA in Australia and holds an undergraduate degree (BSSc) from Queens University, Northern Ireland, a master’s degree in accounting (MAcc) from Macquarie University, Australia, and an M.B.A. from Hasselt University, Belgium.

Olivier Biebuyck has been President, EMEA of ESAB since April 2021. Mr. Biebuyck joined ESAB in May 2017 as VP/GM of ESAB’s filler metals business and also served in senior global positions prior to his current role. Before joining ESAB, Mr. Biebuyck was an executive at Honeywell where he served as VP/GM of Honeywell Electronics Materials from July 2015 until April 2017 after being the Chief Marketing Officer of Honeywell Process Solutions from 2013 to 2015. Prior to that, Mr. Biebuyck was an executive at Lafarge where he held several P&L leadership roles and a senior management consultant with McKinsey & Company. Mr. Biebuyck holds a master’s degree in commercial engineering from the Solvay Business School at the Brussels University in Belgium.

Michele Campion has been ESAB’s Chief Human Resources Officer since April 2022 and previously served as Vice President, Human Resources of ESAB. Ms. Campion leads ESAB’s global human resources


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strategy in partnership with the executive team. Prior to joining ESAB, she served as Vice President, Human Resources at Under Armour, Inc. from November 2014 to September 2020. She also held a variety of roles of increasing responsibility in human resources at McCormick & Co., BP, International Partnership for Microbicides and Areas Global TB Vaccine Foundation. Ms. Campion earned a bachelor’s degree in Biology from University of Pittsburgh at Johnstown and an M.S. degree in Biotechnology with a concentration in Biotech Enterprise from Johns Hopkins University.

Curtis Jewell has been Senior Vice President and Corporate Secretary of ESAB since April 2022 and previously served as General Counsel of ESAB Corporation. He has significant experience leading legal teams through complex acquisitions and cross-border initiatives while driving process improvement. Prior to his appointment at ESAB, he was the Corporate Secretary of Colfax Corporation, where he held roles of increasing responsibility since joining in February 2011. Before joining Colfax, Mr. Jewell was in private practice at Hogan Lovells LLP, where he focused on securities law and corporate governance, mergers and acquisitions, and capital market transactions. He began his legal career at Schulte Roth & Zabel LLP in New York. Mr. Jewell earned his bachelor’s degree in Philosophy and Political Science from Washington University in St. Louis, and his law degree from The University of Pennsylvania Carey Law School, where he also received a Certificate in Business and Public Policy from The Wharton School.

Vusa Mlingo has been the Senior Vice President, Strategy and Business Development of ESAB Corporation since January 2022. Mr. Mlingo oversees ESAB’s strategic planning, market and growth opportunity assessments, and ESAB’s global acquisition pipeline. Prior to ESAB, Mr. Mlingo served as Vice President of Corporate Development & Strategy at SPX FLOW, Inc., a leading provider of process solution components and systems, from April 2019 to January 2022 and previously led the company’s mergers and acquisitions as Vice President of Business Development from March 2018 to April 2019. From 2006 to March 2019, Mr. Mlingo worked for Ingersoll Rand, where he served in various roles of increasing responsibility within corporate development and strategy, product management, and capital markets. Mr. Mlingo holds a bachelor’s degree with Honors from the University of Zimbabwe and an M.B.A. from Howard University.

Board of Directors

The following table sets forth information, as of the date of this prospectus, with respect to the individuals who serve on the Company’s board of directors and is followed by a biography of each such individual.


Name	Age		Position
Shyam P. Kambeyanda		51	President, Chief Executive Officer and Director
Mitchell P. Rales		65	Chairman; Director
Christopher M. Hix		60	Director
Patrick W. Allender		75	Director
Didier Teirlinck		65	Director
Rajiv Vinnakota		51	Director
Rhonda L. Jordan		64	Director
Robert S. Lutz		64	Director
Stephanie M. Phillipps		70	Director
Melissa Cummings		46	Director

The biography of Mr. Kambeyanda is set forth under the section entitled “—Executive Officers.”

Mitchell P. Rales has served as a member of our Board since April 2022. Mr. Rales is a co-founder of Enovis and has served as a director of Enovis since its founding in 1995. He is currently the Chairman of the Enovis Board. Mr. Rales is a co-founder and has served as a member of the board of directors of Danaher Corporation, a global science and technology company, since 1983 and as Chairman of Danaher’s Executive Committee since 1984, and served as a member of the board of directors of Fortive Corporation, a diversified


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industrial growth company that was spun off from Danaher in 2016, from 2016 to June 2021. He has been a principal in a number of private business entities with interests in manufacturing companies and publicly traded securities for over 25 years. Mr. Rales was instrumental in the founding of Colfax and has played a key leadership role on the Enovis Board since that time. He helped create the Danaher Business System, on which EBX is modeled, and has provided critical strategic guidance to Enovis during its development and growth. In addition, as a result of Mr. Rales’ substantial ownership stake in Enovis, he is well-positioned to understand, articulate and advocate for the rights and interests of ESAB’s stockholders.

Christopher M. Hix has served as a member of our Board since May 2021. Mr. Hix has been Executive Vice President, Finance, Chief Financial Officer of Enovis since December 2019 and prior to such position served as Senior Vice President, Finance, of Colfax since July 2016. Prior to joining Enovis, Mr. Hix was the Chief Financial Officer of OM Group, Inc., a global, publicly-listed diversified industrial company, from 2012 until the company’s acquisition in late 2015. Previously, Mr. Hix was the Chief Financial Officer of Robbins & Myers, a diversified industrial company, from 2006 to 2011, a period of significant expansion and business portfolio changes. Prior to that, Mr. Hix spent 13 years in a variety of operating, financial and strategic roles within Roper Industries (now Roper Technologies), a global, diversified industrial and technology company that underwent rapid growth and transitioned from private to public ownership during his tenure. Mr. Hix earned his M.B.A. from St. Mary’s College of California and his B.S. in Business Administration from the University of Southern California. Mr. Hix’s experience as the Chief Financial Officer of publicly traded companies, including Colfax, provides him with substantial expertise in financial reporting and risk management. In addition, his familiarity with EBX provides targeted insight on the nature of ESAB’s operations to our Board.

Patrick W. Allender has served as a member of our Board since March 2022. Mr. Allender served as a director of Colfax from May 13, 2008 until the separation. He is the former Executive Vice President and Chief Financial Officer of Danaher Corporation, where he served from 1987 until his retirement in 2007. Prior to joining Danaher, Mr. Allender was an audit partner with a large international accounting firm. Mr. Allender is a director of Brady Corporation, where he is a member of the audit and corporate governance committees and the chairman of the finance committee. Mr. Allender’s prior experience as the Chief Financial Officer of a publicly traded company provides him with substantial expertise in financial reporting and risk management. In addition, his familiarity with EBX provides targeted insight on the nature of ESAB’s operations to our Board.

Didier Teirlinck has served as a member of our Board since April 2022. Mr. Teirlinck served as a director of Colfax from September 18, 2017 until the separation. He retired from Ingersoll Rand, a diversified industrial manufacturing company, in September 2018. He has been a strategic advisor to the CEO of Ingersoll Rand since 2017, and previously served from November 2013 as executive vice president for Ingersoll Rand’s Climate segment, overseeing climate businesses around the world and enhancing competitive position and market share. After joining Ingersoll Rand in 2005, Mr. Teirlinck served as president of Climate Control in Europe before becoming President of the global Climate Solutions sector in 2009. Before joining Ingersoll Rand, he was President of Volvo Construction Equipment’s Compact Business Line worldwide and was previously general manager of DANISCO Flexible Group for southern Europe. Mr. Teirlinck’s international operating history and wealth of knowledge in the climate sector brings key geographic and market experience to our Board.

Rajiv Vinnakota has served as a member of our Board since April 2022. Mr. Vinnakota has served as a director of Enovis since May 13, 2008. Since July 2019, he has served as President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation), a 75 year-old non-profit organization that has played a significant role in shaping higher education. With an expanded mission, Citizens & Scholars is now rebuilding how we develop citizens in our country. From 2015 to September 2018 he was an Executive Vice-President at the Aspen Institute, leading a division focused on youth and engagement. Prior to this role, Mr. Vinnakota was the Co-Founder and Chief Executive Officer of The SEED Foundation, a non-profit educational organization, at which he served from 1997 to 2015. Mr. Vinnakota was the chairman of The SEED Foundation board from 1997 until 2006. Prior to co-founding SEED, Mr. Vinnakota was an associate at Mercer Management Consulting. He was also a trustee of Princeton University from 2004 until 2007 and a member of


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the Executive Committee of the Princeton University board of directors from 2006 to 2007, and he served as the national chairman of Annual Giving at Princeton from 2007 until 2009. Mr. Vinnakota’s management experience, combined with his experience in the non-profit sector, brings a valuable perspective to our Board.

Rhonda L. Jordan has served as a member of our Board since April 2022. Ms. Jordan served as a director of Colfax from February 17, 2009 until the separation. She served as President, Global Health & Wellness, and Sustainability for Kraft Foods Inc. until 2012 and in that role led the development of Kraft’s health & wellness and sustainability strategies and plans for the company, including marketing, product development, technology, alliances and acquisitions. Prior to being named President, Health & Wellness in 2010, she was the President of the Cheese and Dairy business unit of Kraft. From 2006 to 2008 she served as the President of the Grocery business unit of Kraft and from 2004 to 2005 she was the Senior Vice President, Global Marketing of Kraft Cheese and Dairy. Ms. Jordan is a director of Ingredion Incorporated, where she is chair of the compensation committee, and the private companies Bush Brothers & Company and G&L Holdings. Ms. Jordan’s management and operations experience within a large, global corporation gives her an important strategic voice in Board deliberations, and her knowledge and decision making with respect to business unit development and sustainable top-line performance makes her a valued member of our Board.

Robert S. Lutz has served as a member of our Board since April 2022. Mr. Lutz has been with Danaher Corporation, a global science and technology company, since 2002 and has served as its Senior Vice President, Finance since January 2022 in an advisory role to Danaher’s global finance organization. Prior to this role, Mr. Lutz served as Danaher’s Chief Accounting Officer from March 2003 through December 2021. In that role, Mr. Lutz was responsible for Danaher’s internal and external financial reporting as well as Danaher’s maintenance of internal controls. Prior to being named Chief Accounting Officer, Mr. Lutz was Vice President, Audit & Reporting at Danaher from 2002 to March 2003. Prior to joining Danaher, Mr. Lutz held various positions, including partner, for more than 20 years at Arthur Andersen LLP. Mr. Lutz’s experience leading the accounting operations and financial reporting functions of a global, multi-industry publicly traded company as well as his deep experience with the Danaher Business System brings a valuable perspective to our Board.

Stephanie M. Phillipps has served as a member of our Board since April 2022. Ms. Phillipps was a partner at Arnold & Porter, an international law firm, from 1984 until her retirement in 2019. While at Arnold & Porter, Ms. Phillipps advised wireless, cable, satellite, media, and internet service providers on a broad range of transactions, mergers and acquisitions, and regulatory issues. She also advised clients on real estate and corporate governance issues. Since January 2021, she has served on the board of directors and nominating and corporate governance committee of Empowerment and Inclusion Capital I Corp., a blank check company with a mission to acquire a company or a business focused on delivering products, solutions or services that benefit society. Ms. Phillipps also currently serves as a senior advisor to Grain Management LLC, Treasurer and board member of the Clara Elizabeth Jackson Carter Foundation, co-founder and board member of the Harvard Law School Black Alumni Network, board member of The Ellington Fund, and founder and Chief Executive Officer of Genkast LLC. Ms. Phillipps’s ability to comprehend dynamic business models as well as her substantial experience with corporate governance, mergers and acquisitions and regulatory issues offers key insights to our Board.

Melissa Cummings has served as a member of our Board since April 2022. Ms. Cummings has been Executive Vice President, Digital and Innovation of Westinghouse Electric Company, a leading energy company, since June 2020, where she is responsible for strategy and execution of research and development, enterprise technology and digital initiatives. Prior to joining Westinghouse, she worked with Signant Healthcare as an executive consultant from December 2019 to June 2020, supporting business profitability, strategic planning, and operational transformation efforts. Ms. Cummings previously served as Senior Vice President of Digital Solutions and Services at Baker Hughes from 2016 to December 2019 and has also held leadership positions with GE and ABB, driving digital and technology solutions for industrial customers around the world. Ms. Cummings’s deep experience in product, service and technology innovation and building and implementing digital and technology solutions at leading industrial companies brings a valuable perspective to our Board.


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Composition of Board

Our Board consists of ten members.

Our amended and restated certificate of incorporation provides that our Board initially be divided into three classes, denominated as class I, class II and class III. Members of each class hold office for staggered three-year terms. The class I directors, whose terms will expire at the first annual meeting of our stockholders following the distribution, are Mr. Rales, Ms. Phillipps and Mr. Teirlinck. The class II directors, whose terms will expire at the second annual meeting of our stockholders following the distribution, are Mr. Allender, Ms. Jordan and Mr. Hix. The class III directors, whose terms will expire at the third annual meeting of our stockholders following the distribution, are Ms. Cummings, Mr. Kambeyanda, Mr. Vinnakota and Mr. Lutz. Our Board will transition to an annually elected board through a gradual phase-out such that by 2026 all of our directors will stand for election each year for one year terms, and our Board will no longer be divided into three classes.

Director Independence

The Board has determined that each of Mses. Cummings, Jordan and Phillipps and Messrs. Rales, Allender, Lutz, Teirlinck and Vinnakota are independent directors under the applicable rules of the NYSE.

The Board will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Corporate Governance Committee, will make a determination as to which members are independent.

Committees of the Board of Directors

The Board has a standing Audit Committee, a standing Compensation and Human Capital Management Committee (the “Compensation Committee”) and a standing Nominating and Corporate Governance Committee.

Audit Committee. The members of the Audit Committee are Messrs. Allender, Lutz and Teirlinck and Ms. Cummings, and Mr. Allender serves as chair of the Audit Committee. The Board has determined that Messrs. Allender and Lutz are each an “audit committee financial expert” for purposes of the rules of the SEC. In addition, the Board has determined that Messrs. Allender, Lutz and Teirlinck and Ms. Cummings are independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act. The Audit Committee may meet in executive session, without the presence of management, and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting. The Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm, and the performance of our internal audit function and independent registered public accounting firm. The Audit Committee is also responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.

Compensation Committee. The members of the Compensation Committee are Ms. Jordan, Ms. Phillipps and Mr. Vinnakota, and Ms. Jordan serves as chair of the Compensation Committee. The Board has determined that Ms. Jordan, Ms. Phillipps and Mr. Vinnakota are independent, as defined by the rules of the NYSE and Section 10C(a) of the Exchange Act. In addition, we expect that Ms. Jordan, Ms. Phillipps and Mr. Vinnakota will qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Compensation Committee is responsible, among its other duties and responsibilities, for determining and approving the compensation and benefits of our Chief Executive Officer and


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other executive officers, monitoring compensation arrangements applicable to our Chief Executive Officer and other executive officers in light of their performance, effectiveness and other relevant considerations and adopting and administering our equity and incentive plans.

Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are Ms. Jordan and Messrs. Vinnakota and Allender. Mr. Vinnakota serves as Chair of the Nominating and Corporate Governance Committee. The Board has determined that Ms. Jordan and Messrs. Vinnakota and Allender are independent, as defined by the rules of the NYSE. The Nominating and Corporate Governance Committee is responsible for recommending candidates for election to the Board. In making its recommendations, the committee reviews a candidate’s qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her re-nomination. The committee is also responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including Board size and membership qualifications, new director orientation, committee structure and membership, related person transactions, and communications with stockholders and other interested parties. The Nominating and Corporate Governance Committee is also responsible for reviewing the Company’s undertakings with respect to environmental, social, and governance matters, including the Company’s role as a corporate citizen and the Company’s policies and programs relating to health, safety and sustainability matters.

The Board has adopted a written charter for each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. These charters are posted on our website.

Compensation Committee Interlocks and Insider Participation

During our fiscal year ended December 31, 2021, we were not a separate or independent company and did not have a Compensation Committee or any other committee serving a similar function. Decisions as to the compensation for that fiscal year of those who serve as our executive officers were made by Colfax, as described under “Executive and Director Compensation” in this prospectus.

Corporate Governance

Stockholder Nominations

Our amended and restated bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board. The Board has adopted a policy concerning the evaluation of stockholder recommendations of Board candidates by the Nominating and Corporate Governance Committee.

Corporate Governance Guidelines

The Board adopted a set of Corporate Governance Guidelines in connection with the separation to assist it in guiding our governance practices. These practices will be regularly reevaluated by the Nominating and Corporate Governance Committee in light of changing circumstances in order to continue serving our best interests and the best interests of our stockholders. These guidelines cover, among other things, the composition and certain functions of the Board and its committees, executive sessions, Board responsibilities, expectations for directors, director orientation and continuing education, and our policy prohibiting pledging. A copy of our corporate governance guidelines is posted on our website.

Director Qualification Standards

The Nominating and Corporate Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:

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personal and professional integrity;


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•

skills, business experience and industry knowledge useful to the oversight of the Company based on the perceived needs of the Company and the Board at any given time;

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the ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and committee meetings;

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the interest, capacity and willingness to serve the long-term interests of the Company and its stockholders;

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age and diversity of a candidate, including diversity of background, experiences and skills, in the context of the needs of the Board; and

•

the lack of any personal or professional relationships that would adversely affect a candidate’s ability to serve the best interests of the Company and its stockholders.

The Nominating and Corporate Governance Committee also reviews in accordance with its charter, among other qualifications, the perspective, broad business judgment and leadership, business creativity and vision, and diversity of potential directors, all in the context of the needs of the Board at that time. We believe that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender, and ethnicity, and we seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions.

The Nominating and Corporate Governance Committee is responsible for considering candidates for Board membership suggested by its members and other Board members, as well as by management and stockholders. The Nominating and Corporate Governance Committee may also use outside consultants to assist in identifying candidates and may use third-party recruiters to identify and provide background information on possible candidates. The Nominating and Corporate Governance Committee is also responsible for assessing whether a candidate may qualify as an independent director. Each possible candidate will be discussed and evaluated in detail before being recommended to the Board. The Nominating and Corporate Governance Committee will utilize the same criteria for evaluating candidates regardless of the source of the referral.

Stockholders may nominate persons to be elected as directors and, as noted above, may suggest candidates for consideration by the Nominating and Corporate Governance Committee. If a stockholder wishes to suggest a person to the Nominating and Corporate Governance Committee for consideration as a director candidate, he or she must provide the same information as required of a stockholder who intends to nominate a director pursuant to the procedures described under “—Corporate Governance—Stockholder Nominations.”

Board’s Role in Risk Oversight

The Board maintains responsibility for oversight of risks that may affect the Company. The Board discharges this duty primarily through its standing committees and also considers risk in its strategic planning for the Company and in its consideration of acquisitions. The Board engages in discussions about risk at each quarterly meeting, where it receives reports from its committees, as applicable, about the risk oversight activities within their respective areas of responsibility. Specifically, the Audit Committee (i) receives reports from and discusses with management, our internal audit team, and our independent registered public accounting firm all major risk exposures (whether financial, operating or otherwise), (ii) reviews the Company’s policies with respect to risk assessment and enterprise risk management, including with respect to cybersecurity risks, and (iii) oversees compliance with legal and regulatory requirements and our ethics program, including our Code of Conduct (as defined below). In addition, the Nominating and Corporate Governance Committee oversees the corporate governance principles and governance structures that contribute to successful risk oversight and management, including with respect to environmental, social and governance matters. The Compensation Committee oversees certain risks associated with compensation policies and practices.


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Code of Business Conduct

We have adopted a Code of Business Conduct (the “Code of Conduct”) that is applicable to all directors, officers and employees of the Company. The Code of Conduct sets forth Company policies, expectations and procedures on a number of topics, including but not limited to conflicts of interest, compliance with laws, rules and regulations (including insider trading laws), honesty and ethical conduct, and quality. The Code of Conduct also sets forth procedures for reporting violations of the Code of Conduct and investigations thereof. If the Board grants any waivers from our Code of Conduct to any of our directors or executive officers, or if we amend our Code of Conduct, we will, if required, disclose these matters through our website within four business days following such waiver or amendment. Our website, and the information contained therein, or connected thereto, is not incorporated by reference into this prospectus.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act of 2002, our Board has established a process for stockholders and interested parties to communicate with the Board and to report complaints or concerns relating to our accounting, internal accounting controls or auditing matters. Complaints or concerns relating to our accounting, internal accounting controls or auditing matters are referred to members of the Audit Committee.

Website Disclosure

The Corporate Governance Guidelines and Code of Conduct are available on our corporate website, www.esabcorporation.com.


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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Named Executive Officers

For purposes of this prospectus, our executive officers for the fiscal year ended December 31, 2021 whose compensation is discussed in this Compensation Discussion and Analysis and whom we refer to as our named executive officers (“NEOs”) are:


Name		Title
Shyam P. Kambeyanda		President and Chief Executive Officer
Kevin Johnson		Chief Financial Officer
Olivier Biebuyck		President, EMEA
Larry Coble		Former Senior Vice President, EBX and Supply Chain
Curtis Jewell		General Counsel

Immediately prior to the distribution, we were a wholly owned subsidiary of Colfax. As a result, this Compensation Discussion and Analysis refers to decisions made by Colfax and its Compensation Committee and the compensation program and philosophy of Colfax in 2021. Following the distribution, our Board established its Compensation Committee, which may choose to implement different compensation programs, and develop and implement a different compensation philosophy, for our executive officers. Accordingly, the discussion below of Colfax’s executive compensation program may not be applicable to ESAB’s executive compensation arrangements for 2022 or future years. The ESAB Corporation 2022 Omnibus Incentive Plan (the “2022 Plan”), which was previously approved by our Board upon the recommendation of our Compensation Committee, became effective as of the distribution. As discussed below, the 2022 Plan is generally similar to the Colfax 2020 Omnibus Incentive Plan (the “Colfax 2020 Plan”) and provides equity-based awards to our executives, employees, and non-employee directors.

Mr. Kambeyanda has served as our President and Chief Executive Officer since May 2016 and was a named executive officer for Colfax during 2020. Mr. Johnson has served as our Chief Financial Officer since May 2019. Messrs. Biebuyck and Coble have served in executive roles with ESAB since 2017. Mr. Coble separated from ESAB in June 2022. Mr. Jewell has served in an executive role with ESAB since 2020.

Colfax Compensation Philosophy and Guiding Principles

Colfax’s executive compensation approach links compensation to company and individual performance while aligning the long-term interests of management and stockholders. Colfax strives to create a compensation program for its associates, including its executives, that provides a compelling and engaging opportunity to attract, retain and motivate the best talent. Colfax believes that its compensation programs motivate performance-driven leadership that is aligned to achieve its financial and strategic objectives with the intention to deliver superior long-term returns to its stockholders. Utilizing this philosophy, the executive compensation program has been designed to:


Link rewards to performance and foster a team-based approach		Each executive has clear performance expectations and must contribute to overall success rather than solely to objectives within his or her primary area of responsibility.

Align the performance responsibilities of executives with the long-term interests of stockholders		Colfax’s program emphasizes long-term stockholder value creation by using predominantly stock options and restricted stock units (including performance-based restricted stock units), in combination with a stock ownership policy, to


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		deliver long-term compensation incentives while minimizing risk-taking behaviors that could negatively affect long-term results.

Provide transparency through simplicity of design and practices		Colfax provides three main elements in its compensation program–base salary, annual incentive cash bonuses, and long-term incentives–with an appropriate blend of purposes and incentives linked to easily understood objectives, as described below under “—Components of 2021 Executive Compensation Program.”

Colfax Executive Compensation Program

Colfax’s executive compensation program includes elements designed to align executive pay with company objectives and long-term stockholder returns, including the use of PRSU grants to our CEO that are entirely based on relative Total Stockholder Return of Colfax.

Colfax’s 2021 executive compensation structure consisted of three core compensation elements–base salary, an annual cash bonus, and long-term incentives. The total compensation package is intended to create an appropriate mix of compensation designed to attract, incentivize, and retain its executives. The following table summarizes the core elements of Colfax’s 2021 executive compensation program:


Element of Compensation	Purpose/Description	Form/Timing of Payout
Base Salary	Established at a competitive level to attract and retain executive talent. Provides a base level of compensation that is not at risk to avoid fluctuations in compensation that could distract executives from the performance of their responsibilities.	Paid in cash throughout the year.

Annual Incentive Plan (“AIP”)	Variable compensation that rewards executive officers for achievement of critical annual operational and financial performance goals by Colfax or respective business units, and recognizes the executive’s individual performance during the year.	Paid in cash after the year has ended and performance has been measured. See “—Components of 2021 Executive Compensation Program—Annual Incentive Plan” below for further detail.

Long-Term Incentive Plan	Variable compensation that aligns the rewards of executives with the interests of stockholders to encourage actions and long-term prioritization that Colfax believes will increase stockholder value by generating sustained and superior operational and financial performance over an extended period of time.	See “—Components of 2021 Executive Compensation Program—Long-Term Incentives” below for further detail.


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Determination of Executive Compensation and Performance Criteria

Colfax’s executive compensation program is based on the philosophy and design outlined above with a focus on exceptional performance and continuous improvement from its management team. Within this framework, Colfax’s Compensation Committee exercises its reasoned business judgment in making executive compensation decisions and reviewing compensation guidelines established for ESAB executives by Colfax management. This process includes taking into account recommendations by Colfax’s Chief Executive Officer with respect to the compensation of Mr. Kambeyanda, as well as oversight of Colfax management’s implementation of ESAB’s executive compensation structure. Some of the factors that generally are referenced when making executive compensation decisions, none of which is assigned a particular weight, are as follows:

•

the nature of the executive’s position;

•

Colfax’s Compensation Committee’s assessment of pay levels and practices for executives with the skills and experience that the executives possess;

•

the experience and performance record of the executive;

•

Colfax’s and its business unit’s operational and financial performance;

•

the executive’s leadership potential;

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ESAB’s current compensation policies and performance; and

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the retention value of Colfax’s compensation program over time.

Further, a percentage of compensation under Colfax’s Annual Incentive Plan is determined by the achievement of annual performance criteria based on Colfax Board-approved financial and operational goals for the fiscal year. These goals are then incorporated into the metrics set for the Annual Incentive Plan, as further discussed below under “—Components of 2021 Executive Compensation Program—Annual Incentive Plan—Bonus Calculation and Payment—Financial and Operational Metrics and 2021 Performance Results.” Colfax believes that this link to its Board-established corporate and business goals reinforces alignment and incentivizes breakthrough results both at the business-unit and company-wide levels.

Components of 2021 Executive Compensation Program

Base Salary

Base salaries are designed to provide compensation that is market competitive to attract the best qualified individuals and retain senior management. Base salaries are established at an executive’s hire and generally reviewed annually for potential increases. Colfax’s Compensation Committee set the salary level for Mr. Kambeyanda based on its assessment of his role and responsibilities and the results of his individual performance assessment, combined with perspective from competitive compensation data prepared by FW Cook and the committee’s reasoned business judgment. In consultation with Colfax’s CEO, Mr. Kambeyanda undertook a similar analysis in setting the salary levels for Messrs. Johnson, Biebuyck, Coble and Jewell. A comparison of base salary levels as of December 31, 2021 and 2020 is set forth below:


Named Executive Officer	2020 Annual Base Salary*		2021 Annual Base Salary		Percentage Increase
Mr. Kambeyanda	$	625,000	$	700,000		12	%
Mr. Johnson	$	360,000	$	380,000		6	%
Mr. Biebuyck	$	380,808	$	430,000		13	%
Mr. Coble	$	350,200	$	375,000		7	%
Mr. Jewell	$	330,000	$	339,900		3	%

*	2020 Annual Salary does not reflect the voluntary reductions for Q2 and for Q3. See the Summary Compensation Table for the actual salary received for each executive in 2020.


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Annual Incentive Plan

The goal of Colfax’s AIP is to reward executives for achievement in key areas of company operational and financial performance as well as each executive’s individual contributions to company success. Each NEO was eligible to receive a cash incentive payment that is expressed as a percentage of the executive’s base salary (i.e., “target bonus”) under Colfax’s Annual Incentive Plan. Performance measures include corporate and individual performance factor (“IPF”) against pre-determined financial and operational metrics, in the case of Mr. Kambeyanda, approved by Colfax’s Compensation Committee and, in the case of each other NEO, approved by our CEO in consultation with Colfax’s CEO.

These performance metrics reflect both Colfax-wide and business-specific performance targets resulting in a company performance factor (“CPF”). The CPF for Mr. Kambeyanda in 2021 was a weighted average consisting of 70% ESAB Global performance and 30% Colfax corporate performance. For Messrs. Johnson, Biebuyck, Coble and Jewell, the CPF consisted of 100% ESAB Global performance measures. The amount payable under the AIP can be adjusted upward or downward based on the IPF, which is linked to specific, individualized business goals. Actual bonus amounts are determined following completion of the performance year and are based on performance relative to these pre-established business and individual goals using the following formulas:

LOGO

Executives can achieve a payout percentage of their target bonus ranging from zero for below-threshold performance to a threshold of 50% to a maximum of 200%, with 100% target goal achievement resulting in 100% payout of the individual’s target bonus for that performance metric, based on the extent to which objective pre-established financial and operational performance goals are achieved.

The total amount earned is subject to adjustment based on individual achievement as measured by an IPF. The IPF is a multiplier that ranges from 0 to 1.5 (subject to an overall payout cap of 250% of the target bonus). The IPF rating is based on individual performance against pre-established objectives and the embodiment of Colfax’s core values and behaviors. The IPF and key performance indicators include both financial and non-financial company objectives over which the executive has primary control.

Detail regarding the individual components of these formulas for fiscal year 2021, including a calculation of the payout percentages and description of the IPF component, follows below.

Key Executive Team Achievements

•

Industry leading total recordable incident rate (TRIR) of 0.33; a 2.9% improvement from prior year;

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Continued leadership focus in navigating the COVID-19 pandemic, prioritizing the health and safety of our associates while ensuring continuity of supply to our customers;

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Delivered strong revenue and profit growth through the course of the year in a continued challenging environment;

•

Excellent cash flow management, ending the year with strong Cash conversion;


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Continued to outperform peers in organic growth and margin improvements;

•

Sustained focus on innovation, resulting in the introduction of 100 new products into the market, as well as increased market penetration in the digital space with strong double digit growth of devices connected to our ESAB Digital Solutions;

•

Integrated newly acquired Octopuz software business, strengthening our portfolio in Robotic solutions;

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Strengthened and added to ESAB’s management team to provide a solid foundation for growth and ability to function as a stand-alone public company. In addition we continued to improve associate engagement and enhance diversity, equity and inclusion programs.

Bonus Calculation and Payment—Financial and Operational Metrics and 2021 Performance Results

Each NEO’s CPF financial targets were based on ESAB’s Net sales (as adjusted), Adjusted EBITA, and modified Cash conversion. Additionally, 30% of Mr. Kambeyanda’s CPF was also based on Net sales (as adjusted), Adjusted EBITA, Cash conversion, and adjusted EPS at the Colfax level. The targets were based upon Colfax Board-approved operational and financial goals for 2021, and represented significant progress in each category toward the achievement of Colfax’s long-term growth objectives and aligned with the Colfax Board-approved corporate budget.

The financial and operational performance measures and corresponding weightings of these metrics for 2021 were as follows:


Measure	Colfax			ESAB
Net sales (as adjusted)⁽¹⁾		25	%		30	%
Adjusted EBITA⁽²⁾		40	%		50	%
Cash conversion⁽³⁾		20	%		20	%
Adjusted EPS⁽⁴⁾		15	%		N/A

(1)	Net sales is measured by GAAP sales excluding any sales from unbudgeted 2021 acquisitions, compared to 2021 budgeted sales at actual foreign exchange rates, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance;

(2)

Adjusted EBITA is measured by comparing Adjusted EBITA excluding any unbudgeted 2021 acquisition to the 2021 Adjusted EBITA targets at actual foreign exchange rates and is GAAP net income from continuing operations plus net interest expense, income taxes and acquisition-related amortization and inventory step-up charges, adjusted for business unit entities divested in 2021 including related gain/loss on disposition, restructuring costs per company policy, non-cash asset impairments including goodwill and intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial recognition of a highly inflationary currency, pension curtailment costs, effects from changes in GAAP or other unplanned or nonrecurring items that Colfax’s Compensation Committee considers unusual and not representative of the underlying economic performance of Colfax, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance;

(3)	Cash conversion is cash from operating activities less capital expenditures plus proceeds from asset sales divided by Adjusted Net income. ESAB uses Modified Cash conversion which excludes income taxes, interest expenses and defined benefit plan costs and funding; and

(4)

Adjusted EPS performance will be measured by comparing Adjusted EPS excluding any unbudgeted 2021 acquisitions to the 2021 Adjusted EPS target and is defined as GAAP net income adjusted for business unit entities divested in 2020 including related gain/loss on disposition, restructuring costs per company policy, non-cash asset impairments including goodwill and intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial recognition of a highly inflationary currency, pension curtailment costs, effects from changes in GAAP or similar unplanned material tax or regulatory changes, the after-tax impact of discontinued operations, early extinguishment of debt costs, or other unplanned or nonrecurring items that Colfax’s Compensation Committee considers unusual and not


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representative of the underlying economic performance of Colfax, divided by the weighted average of diluted shares outstanding, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance.

The 2021 performance goals and achievement for each of our NEOs other than Mr. Kambeyanda, and their resulting CPFs, are described below.


Measure	Weighting			Target Goal			Achieved
ESAB Net sales (as adjusted)		30	%	$	2.171 billion		$	2.428 billion
ESAB Adjusted EBITA		50	%	$	347 million		$	395 million
ESAB Cash conversion		20	%		93	%		92	%

For Messrs. Johnson, Biebuyck, Coble and Jewell, ESAB Global business unit goals consisted of 100% of the total target. These weightings are intended to drive accountability for business operational results while also encouraging thoughtful work and cooperation across the organization. Based on overall business performance of the ESAB Global business unit during 2021, Messrs. Johnson, Biebuyck, Coble and Jewell achieved an overall CPF of 145%.

The table below summarizes the 2021 achievement of business goals for Mr. Kambeyanda, which when aggregated with the ESAB business goal results as shown above, determine his AIP financial and operational performance factor, and the resulting CPF.


Measure	Weighting			Target Goal			Achieved
Colfax Net sales (as adjusted)		25	%	$	3.531 billion		$	3.777 billion
Colfax Adjusted EBITA		40	%	$	492 million		$	503 million
Colfax Cash conversion		20	%		85	%		84	%
Colfax Adjusted EPS		15	%	$	2.11/share		$	2.14/share

For Mr. Kambeyanda, Colfax corporate measures constituted 30% of the potential payout factor with ESAB Global business unit goals consisting of 70% of the total target. Based upon Colfax’s and ESAB Global business units overall performance, Mr. Kambeyanda achieved an overall CPF of 138.4%.

Bonuses for each NEO, as calculated pursuant to the foregoing calculations, are set forth in the following table. These bonuses are also reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table under “Executive Compensation—Summary Compensation Table” below.


NEO	Base Salary			Target Bonus Percentage				Target Bonus			CPF			Bonus before IPF application		Individual Performance Factor (IPF)				Executive Bonus Payment
Mr. Kambeyanda*	$	700,000	X		80	%	=	$	560,000	X		138	%	$	775,040		105	%	=	$	811,440
Mr. Johnson	$	380,000	X		65	%	=	$	247,000	X		145	%	$	358,150		112	%	=	$	401,128
Mr. Biebuyck	$	430,000	X		65	%	=	$	279,500	X		145	%	$	405,275		108	%	=	$	437,697
Mr. Coble	$	375,000	X		59	%	=	$	223,048	X		145	%	$	323,420		90	%	=	$	291,079
Mr. Jewell	$	339,900	X		50	%	=	$	169,950	X		145	%	$	246,428		100	%	=	$	246,428

*	The business payout percentage is a weighted average consisting of 70% ESAB Global segment and 30% Colfax corporate during 2021.

Bonus Calculation—Individual Performance Factor

In addition to the target bonus percentages and financial and operational metrics discussed above, the third and final factor under the AIP is the IPF, as described above. The individual performance factors for each executive were determined after evaluating each NEO’s performance, including the collective achievements detailed above under “—Components of 2021 Executive Compensation Program—Annual Incentive Plan—Key Executive Team Achievements.” For 2021, IPFs for our NEOs ranged from 90% to 112%.


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ESAB Corporation Annual Incentive Plan

Effective January 1, 2022, ESAB has approved the ESAB Corporation Annual Incentive Plan (the “ESAB AIP”), the terms of which are materially consistent with Colfax’s existing AIP. ESAB’s Compensation Committee will administer the plan and it has the full authority to make awards under the plan. ESAB’s NEOs, along with other key employees selected by ESAB’s Compensation Committee, are eligible to participate in the plan. The ESAB AIP is intended to enhance ESAB’s ability to attract and retain highly qualified officers and key employees and to motivate these individuals to serve the company.

ESAB’s Compensation Committee has the discretion to determine the period of time during which performance goals must be met in order to determine the amount of payment or vesting earned under any award under the ESAB AIP. Performance goals will be established no later than 90 days after the beginning of any performance period applicable to an award, or at any other date that is required or permitted under Section 409A. The performance goals for awards will consist of one or more business criteria based on performance measures and targeted levels of performance specified by ESAB’s Compensation Committee. Any performance goal or a combination thereof can be used to measure the performance of ESAB or any of its business units. A performance goal may also be measured against comparable companies, a published stock index, or a stock market index in relation to share price, all under the discretion of ESAB’s Compensation Committee. The specific goal or goals shall generally relate to one or more of (i) individual performance measures established by ESAB’s Compensation Committee and (ii) the following performance metrics: (a) net earnings or net income; (b) operating earnings; (c) pretax earnings; (d) earnings per share; (e) earnings per share; (f) share price, including growth measures and total stockholder return; (g) earnings before interest and taxes; (h) earnings before interest, taxes, depreciation and/or amortization; (i) earnings before interest, taxes, depreciation and/or amortization as adjusted to exclude any one or more of stock-based compensation expense; income from discontinued operations; gain on cancellation of debt; debt extinguishment and related costs; restructuring, separation and/or integration charges and costs; reorganization and/or recapitalization charges and costs; impairment charges; gain or loss related to investments; sales and use tax settlement; and gain on non-monetary transaction; (j) sales or revenue growth, whether in general, by type of product or service, or by type of customer; (k) gross or operating margins; (l) return measures, including total shareholder return, return on assets, capital, investment, equity, sales or revenue; operating cash flow; cash flow return on equity; and cash flow return on investment; (m) productivity ratios; (n) expense targets; (o) market share; (p) working capital targets; (q) completion of acquisitions of businesses or companies; (r) completion of divestitures and asset sales; (s) debt repayment targets, and debt/equity ratios; and (t) any combination of the foregoing business criteria.

Plan awards may be made in cash or other property at the discretion of ESAB’s Compensation Committee. ESAB’s Compensation Committee also has discretion to adjust any awards upward or downward, either on a formula or discretionary basis. The maximum amount paid to any participant in any fiscal year pursuant to the plan cannot exceed $5 million. ESAB may amend, suspend or terminate the plan at any time; provided that no such amendment, suspension or termination shall, without the consent of a participant, adversely affect any right of the participant under the participant’s outstanding awards. Further, no amendment can alter the business criteria on which performance goals are based, increase the maximum amount for an award, or materially modify the requirements regarding eligibly for the plan.

Long-Term Incentives

The goal of Colfax’s long-term incentive plan is to align the compensation of executives with the interests of stockholders by encouraging sustained long-term improvement in operational and financial performance and long-term increase in stockholder value. Long-term incentives also serve as retention instruments and provide equity-building opportunities for executives. In 2021, annual equity awards for Mr. Kambeyanda consisted of 50% PRSUs, 25% stock options, and 25% time-vesting RSUs. For Messrs. Johnson, Biebuyck, Coble and Jewell, annual equity awards consisted of 50% stock options and 50% time-vesting RSUs. Colfax believes this further aligns the long-term interests of management and stockholders and promotes increased equity ownership among executive officers.


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2021 Performance Vesting of Outstanding PRSUs

In February 2022, Colfax’s Compensation Committee certified the performance results of certain PRSUs granted to Mr. Kambeyanda in 2019. The 2019 PRSUs were subject to Colfax achieving investor return performance relative to the S&P MidCap 400 Industrials Index. At the end of the three-year performance period, Colfax performance resulted in an investor return performance payout percentage of 172.86% of target.

Annual Grants Under Omnibus Incentive Plan

In February 2021, Colfax granted annual awards under the Colfax 2020 Plan with a target aggregate value as set forth in the table below. Mr. Kambeyanda received 50% of his annual grant in the form of PRSUs, 25% in the form of RSUs and 25% in the form of stock options. Messrs. Johnson, Biebuyck, Coble and Jewell received 50% of their annual grant in the form of RSUs and 50% in the form of stock options. In March 2021, Mr. Kambeyanda received an additional award of 17,442 RSUs under his retention agreement with an aggregate value of approximately $866,396. This grant vests ratably over a three-year period, subject to Mr. Kambeyanda remaining in service on the relevant vesting dates, except in certain qualifying terminations. These awards accrue dividend equivalents when Colfax pays dividends, which will be paid out in cash upon the vesting of these retention RSUs.


Annual Grant Recipient	Total Aggregate Value of Grant ($)
Mr. Kambeyanda		1,500,000
Mr. Johnson		266,000
Mr. Biebuyck		301,000
Mr. Coble		300,000
Mr. Jewell		198,000

Stock options and RSUs vest in three equal annual installments beginning on the first anniversary of the grant date and PRSUs cliff vest at the end of the three-year measurement period to the extent of achievement of the relative total shareholder return (“TSR”) performance metric based on the following payout scale:


	3-Year TSR Percentile Rank*			Resulting Shares Earned (% of target)
Below Threshold		<30	^th		0	%
Threshold		30	^th		50	%
Target		55	^th		100	%
Maximum		80	^th		200	%

*	Linear interpolation between achievement points.

As shown in the table above, the target payout is subject to achieving the relative TSR performance metric at the 55th percentile, which underscores Colfax’s commitment to delivering and incentivizing above-median performance and returns to stockholders.

Additional Compensation Information

Other Elements of Compensation—Non-Qualified Deferred Compensation and Perquisites

Colfax does not maintain an active pension plan and instead makes matching contributions to a tax-qualified 401(k) plan and a non-qualified deferred compensation (“NQDC”) Plan. Colfax established the Non-Qualified Deferred Compensation Plan, which provides participants the opportunity to defer a percentage of their compensation without regard to the compensation limits imposed by the Internal Revenue Code under Colfax’s 401(k) plan, to allow senior-level executives to contribute toward retirement on a tax-effective basis in a manner


		101

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

that is consistent with other Colfax employees who are not limited by the Internal Revenue Code limits. ESAB has established a similar plan for our participants effective January 1, 2022. For additional details concerning each Non-Qualified Deferred Compensation Plan, please see the Non-Qualified Deferred Compensation Table and the accompanying narrative disclosure.

Colfax provides perquisites to certain executives, including up to $10,000 in financial and tax planning services for Mr. Kambeyanda, business-related items such as relocation assistance, which may be grossed up consistent with competitive market recruitment practices, and benefits provided in non-U.S. locations in accordance with local practice.

Employment Agreements

Mr. Kambeyanda is party to a letter agreement with Colfax that specifies his starting annual salary and a target bonus of at least 70% under the AIP. This agreement also provides for a transition bonus made in connection with his hire that is to be paid in installments over his first five years of employment (with $330,000 payable in each of 2017 and 2018, and $130,000 payable in each of 2019, 2020 and 2021). This letter agreement also provides that Mr. Kambeyanda is eligible for Colfax’s Executive Officer Severance Plan.

Similarly, Messrs. Johnson, Biebuyck and Coble also have letter agreements with ESAB specifying annual starting salaries, target bonus opportunities (at least 50%, 55% and 50% respectively), and transition bonuses ($150,000 and $223,000 for Messrs. Biebuyck and Coble, respectively). For Mr. Biebuyck, this transition bonus was paid in equal installments in 2017, 2018 and 2019. Mr. Johnson’s letter agreement also provides for (i) annual Company retirement contributions of at least $19,000 per year, (ii) payment of repatriation costs if his employment is involuntarily terminated by the Company, (iii) payment of tax preparation costs, and (iv) tax equalization benefits. In December 2021, ESAB issued new offer letters to Messrs. Johnson, Biebuyck, Coble and Jewell, which became effective upon consummation of the distribution. These offer letters specify annual starting salaries ($595,000, $500,000, $450,000, and $450,000, respectively), target bonus opportunities (75%, 75%, 70%, and 70% of base salary, respectively) and eligibility for ESAB equity awards (valued at $1,338,750, $875,000, $630,000, and $675,000 respectively) in 2022. The offer letters also provide that the executive will be eligible to participate under ESAB’s 401(k), nonqualified deferred compensation, and health and welfare benefit plans.

In addition, Mr. Kambeyanda is party to a change in control agreement with Colfax. Under this change in control agreement, severance payable upon a change in control is only received upon the executive officer’s termination without cause or resignation for good reason within two years following, or the three months preceding, the change in control of Colfax. Such change in control agreements are designed to retain executive officers and ensure their continued dedication to Colfax notwithstanding a possible change in control.

In March 2021, Colfax entered into separate change in control agreements (the “ESAB Change in Control Agreements”) with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell, which provide for certain severance payments upon a qualifying termination that occurs between (i) the date that Colfax executes a definitive agreement which would result in a change in control of the ESAB business or 90 days prior to the consummation of a change in control of the ESAB business (whichever is earlier) and (ii) eighteen months after a change in control of the ESAB business. In 2021, Colfax also entered into retention agreements with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell in order to facilitate the successful completion of the distribution. These retention agreements provide for potential payments in the event that the distribution is not completed by December 31, 2022, and the executive officer remains employed through that date, subject to exceptions. The retention agreements also modify the vesting schedules of certain outstanding equity awards in the event of a qualifying termination. The retention agreements with Messrs. Johnson, Biebuyck, Coble and Jewell were subsequently amended in December 2021 to provide for potential payments in the event of continued employment after the distribution.


		102

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Additional details regarding the material terms of these agreements are summarized below under “—Change in Control Agreements, Retention Agreements and Executive Officer Severance Plan” and “Change in Control Agreements and Executive Officer Severance Plan—Potential Payments Upon Termination or Change in Control.” A summary of the material terms and eligibility requirements for the Executive Officer Severance Plan is provided under “Change in Control Agreements and Executive Officer Severance Plan—Potential Payments Upon Termination or Change in Control.”

On February 21, 2022, ESAB and Mr. Kambeyanda entered into an employment agreement (the “Employment Agreement”), which became effective as of April 4, 2022 (the “distribution date”). The term of the Employment Agreement is three years with automatic one-year renewals unless ESAB or Mr. Kambeyanda elects not to extend the term of the Employment Agreement by providing the other party with 90 days’ written notice. Mr. Kambeyanda’s annual base salary is set at an initial rate of $1,000,000, which can be adjusted by ESAB’s Compensation Committee at its discretion during the term of the Employment Agreement. In addition, Mr. Kambeyanda is entitled to participate in ESAB’s annual cash incentive program with a target annual incentive bonus of 115% of his annual base salary for 2022. Under this Employment Agreement, Mr. Kambeyanda will be granted long-term incentive awards in 2022 with a value of $4,000,000, with the type of award and vesting to be determined by ESAB’s Compensation Committee.

The Employment Agreement provides that Mr. Kambeyanda is entitled to benefits available to senior executives of the company, as well as personal use of the company’s private aircraft (not to exceed $250,000 in actual costs to the company in any calendar year) and personal financial planning services. However, such personal use of company aircraft and financial planning services shall not to exceed $80,000 in compensation income to Mr. Kambeyanda in any calendar year combined. If Mr. Kambeyanda is terminated as result of ESAB’s notice not to extend the term of the Employment Agreement or by ESAB without “cause” or he resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to (i) his base salary for 24 months following termination, (ii) an amount equal to 200% of his target annual incentive bonus for the year of termination paid in equal installments over the 24 months following termination, (iii) a partial year bonus (as defined in the employment agreement), if any, and (iv) payment by ESAB of employer premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) elected under ESAB’s basic medical insurance programs for 24 months following termination or until Mr. Kambeyanda becomes eligible for coverage by another company or otherwise is no longer eligible for COBRA coverage.

The Employment Agreement contains confidentiality, non-competition, non-solicitation, and non-disparagement restrictions during the term of the Employment Agreement and for certain specified periods thereafter. The Employment Agreement also provides for Mr. Kambeyanda to receive health insurance commensurate with the benefits that ESAB provides its senior executives. Under the Employment Agreement, Mr. Kambeyanda will be nominated for election to the Board of ESAB as long as he remains CEO. Mr. Kambeyanda will receive no additional compensation for service on the Board.

Stock Ownership Policy and Stock Holding Requirements

Colfax requires its executive officers to accumulate and hold shares of Colfax Common Stock with a value equal to a specified multiple of base salary. Our Compensation Committee will adopt stock ownership guidelines based on our compensation philosophy, business needs and corporate governance guidelines.

Role of Compensation Consultants and Peer Data Review

In establishing the compensation for its executive officers, Colfax utilized broad-based compensation surveys to assess market compensation. We expect in the future to identify a peer group and consider peer group pay, alongside our pay for performance and long-term value creation objectives, in determining the compensation for our executive officers that best aligns compensation and stockholder interests.


		103

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Colfax’s Compensation Committee also obtained perspective from competitive data reviewed by FW Cook, the independent advisor to Colfax’s Compensation Committee on matters of executive compensation. In February 2022, Colfax’s Compensation Committee considered the independence of FW Cook in light of the SEC rules regarding conflicts of interest involving compensation consultants and NYSE listing standards regarding compensation consultant independence. Colfax’s Compensation Committee requested and received a letter from FW Cook addressing conflicts of interest and independence, including specific factors enumerated in both relevant SEC rules and NYSE listing standards. Colfax’s Compensation Committee discussed and considered these factors, and other factors it deemed relevant, and concluded that FW Cook is independent and that its work during 2021 did not raise any conflict of interest. Similarly, we expect our Compensation Committee to retain a compensation advisor in connection with structuring future compensation.

Compensation Program and Risk

As part of its continued appraisal of its compensation program, Colfax management, with oversight from Colfax’s Compensation Committee, annually reviews its compensation policies and practices and the design of its overall compensation program in relation to its risk management practices and any potential risk-taking incentives. This assessment includes a review of the primary elements of Colfax’s compensation program in light of potential risks:


Compensation Program Risk Considerations
Pay Mix		• Compensation program includes an appropriate mix of short- and long-term incentives, which mitigate the risk of undue focus on short-term targets while rewarding performance in areas that are key to Colfax’s long-term success. • Base salaries are set at competitive levels to promote stability and provide a component of compensation that is not at risk.

Performance Metrics and Goals		• Distinct performance metrics are used in both short-term (AIP) and long-term incentive plans. • Colfax’s Annual Incentive Plan is designed with a payout scale (including a maximum cap) that supports a pay-for-performance philosophy. See “—Components of 2021 Executive Compensation Program—Annual Incentive Plan.”

Long-Term Incentives		• The equity grant portion of Colfax’s compensation program, combined with its stock ownership guidelines and stock holding requirements, is designed to align the long-term interests of executives with those of Colfax’s stockholders.


		104

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Colfax has controls and other policies in place that serve to limit excessive risk-taking behavior within its compensation program, including, but not limited to, the following:


Compensation Risk Mitigation Components
Compliance Risk Mitigation		• Oversight of compensation process and procedures by Colfax’s Compensation Committee, each member of which has been determined by Colfax’s Board to be independent under applicable SEC rules and NYSE listing standards; • Internal controls over financial reporting, which are maintained by management and reviewed as a part of Colfax’s internal audit process and further reviewed and tested by its external auditors, as overseen by Colfax’s Audit Committee; and • Audit Committee oversight and review of financial results and non-GAAP metrics used in certain components of Colfax’s AIP and long-term incentives.

Personnel Risk Mitigation		• Implementation of and training on company-wide standards of conduct, as described under “Management—Board’s Role in Risk Oversight—Code of Business Conduct.”

Risk Mitigation Policies		• Provisions in Colfax’s insider trading policy prohibiting hedging transactions that would allow the holder to limit or eliminate the risk of a decrease in the value of Colfax’s securities; • A policy prohibiting pledging of Colfax shares after February 17, 2014; and • A clawback policy applicable to all executive officers.

Colfax’s Compensation Committee reviews with management the results of its assessment annually. Based on its most recent review, Colfax’s Compensation Committee concluded that the risks arising from Colfax’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Colfax.

Additionally, Colfax’s Compensation Committee also reviews Colfax’s strategies and policies related to human capital management, including with respect to matters such as diversity, inclusion, pay equity, corporate culture, talent development and retention.

Hedging Ban

Any director, officer or employee of Colfax is prohibited from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of Colfax’s securities. We anticipate that our Compensation Committee will adopt a similar policy.

Pledging Policy

Colfax has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Colfax common stock that he or she directly or indirectly owns and controls. We anticipate that our Compensation Committee will adopt a similar policy.


		105

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Clawback Policy

Colfax’s Compensation Committee has adopted a clawback policy applicable to its executive officers. Under the policy, in the event Colfax is required to restate its financial results due to material non-compliance with any financial reporting requirement under the securities laws as generally applied, Colfax’s Board will review all bonus payments made, including all bonus payments under its Annual Incentive Plan, and all performance-based equity compensation that was earned or vested on the basis of having met or exceeded financial results during the three years prior to the date that the company determines such restatement is required.

If Colfax’s Board determines that such payments or the amount of awards earned/vested would have been lower had they been determined or calculated based on such restated results, it will, to the extent permitted by governing law, seek to recoup for the benefit of the company the value of such excess payments made to and/or equity awards earned by executive officers. Colfax’s Board maintains discretion, to the extent permitted under applicable law, not to seek such recoupments if it determines, in the exercise of its fiduciary duties, that under the specific circumstances it would not be appropriate to seek to recover such amounts. Colfax may effect such recoupment by requiring executive officers to pay such amount(s) to it, by set-off, by reducing future compensation, or by such other means or combination of means as Colfax’s Board determines to be appropriate.

We anticipate that our Compensation Committee will adopt similar recoupment policies to ensure incentive compensation paid as the result of any fraud or intentional misconduct leading to a restatement of our financial statements, would be recoverable.

Equity Grant Practice

Colfax’s Compensation Committee has the authority to grant equity awards. Colfax does not time the grant of equity awards around material, non-public information. Grant dates are determined either as of the date of Compensation Committee approval or on the date of a specific event, such as the date of hire or promotion, for certain executive officers. The target grant value is translated into a number of shares underlying each grant using a valuation formula that, for PRSUs and RSUs, incorporates a 20-day average closing price up to and including the grant date, to avoid the potential volatility impact of using a single-day closing price.

Colfax’s Compensation Committee approves the grant of annual equity awards to its executive officers, including Mr. Kambeyanda, as well as the total pool of equity awards to be granted to eligible non-executive officers of Colfax. Additionally, Colfax’s Compensation Committee has delegated authority to Colfax’s CEO and Chief Human Resources Officer for non-annual grants of equity awards to associates who are non-executive officers of Colfax, including Messrs. Johnson, Biebuyck, Coble and Jewell. The aggregate grant date value of such equity awards may not exceed $4,000,000 during the fiscal year period. Such awards are subject to further restrictions on individual size, and awards must be made pursuant to the terms of award agreement forms previously approved by Colfax’s Board or Compensation Committee. The effective grant date of these awards is on the first trading day on or after the date of hire or promotion for newly hired employees following review and approval by Colfax’s CEO or Chief Human Resources Officer, as applicable. Colfax’s Compensation Committee receives a report of any grants made pursuant to this delegated authority at each regularly scheduled meeting.


		106

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Executive Compensation

Summary Compensation Table


Name and Principal Position	Year		Salary ($)⁽¹⁾		Bonus ($)⁽²⁾		Stock Awards ($)⁽³⁾		Option Awards ($)⁽⁴⁾		Non-Equity Incentive Plan Compensation ($)⁽⁵⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compen- sation ($)⁽⁶⁾		Total ($)
Shyam P. Kambeyanda		2021	$	681,250	$	130,000	$	2,130,747	$	374,994	$	811,440		—	$	79,368	$	4,207,799
President and Chief Executive Officer		2020	$	575,521	$	130,000	$	1,150,592	$	374,996	$	375,000		—	$	24,737	$	2,630,846
President and Chief Executive Officer		2019	$	544,688	$	130,000	$	1,149,998	$	650,001	$	522,720		—	$	58,644	$	3,056,051

Kevin Johnson		2021	$	377,564		—	$	149,460	$	133,005	$	401,128		—	$	78,899	$	1,140,056
Chief Financial Officer		2020	$	348,900		—	$	218,298	$	109,995	$	148,500		—	$	65,591	$	891,284
Chief Financial Officer		2019	$	301,649	$	31,000	$	105,612	$	100,004	$	162,730		—	$	62,717	$	763,712

Olivier Biebuyck		2021	$	430,000		—	$	169,131	$	150,501	$	437,697		—	$	37,357	$	1,224,686
President, EMEA		2020	$	357,008		—	$	241,842	$	132,990	$	160,220		—	$	36,457	$	928,517
President, EMEA		2019	$	377,856	$	50,000	$	180,894	$	125,001	$	210,460		—	$	38,753	$	982,964

Larry Coble		2021	$	373,760		—	$	168,592	$	149,998	$	291,079		—	$	16,208	$	993,637
Senior Vice President, EBX, and Supply Chain		2020	$	328,313		—	$	147,513	$	92,489	$	133,960		—	$	19,382	$	721,657
Senior Vice President, EBX, and Supply Chain		2019	$	347,650		—	$	156,437	$	125,001	$	164,220		—	$	17,621	$	810,929

Curtis Jewell		2021	$	337,425		—	$	111,242	$	99,003	$	246,428		—	$	29,607	$	823,705
General Counsel		2020	$	309,375		—	$	180,626	$	98,993	$	136,130		—	$	27,822	$	616,816

(1)

In light of the impact of COVID-19 on Colfax’s business, Mr. Kambeyanda voluntarily took a 20% reduction to his base salary during the second quarter, a 15% reduction in July 2020, and a 10% reduction to his base salary during the remainder of the third quarter of 2020. Similarly, Messrs. Johnson, Biebuyck, Coble and Jewell voluntarily took a 15% reduction to their base salaries during the second quarter and a 10% reduction to their base salaries during the third quarter of 2020. Their base salaries were returned to 100% at the beginning of the fourth quarter of 2020.

(2)

For Mr. Kambeyanda, the amounts represent for 2021, 2020 and 2019 the third, fourth and fifth of five installment payments of his cash signing bonus. For Mr. Johnson, the amount in 2019 represents a discretionary bonus in recognition for achievement in connection with a corporate transaction. For Mr. Biebuyck, the amounts represent the second and third of three installments of his cash signing bonus.

(3)

Amounts represent the aggregate grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 14 to Colfax’s consolidated financial statements for the year ended December 31, 2021, included in Colfax’s Annual Report on Form 10-K filed with the SEC on February 22, 2022. See “—Compensation Discussion and Analysis—Executive Summary—Components of 2021 Executive Compensation Program—Long-Term Incentives.” Assuming the maximum achievement of the performance goals applicable to the PRSUs, the grant date value of the PRSUs granted to Mr. Kambeyanda in 2021 would have been $842,916.

(4)

Amounts represent the aggregate grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 14 to Colfax’s consolidated financial statements for the year ended December 31, 2021, included in Colfax’s Annual Report on Form 10-K filed with the SEC on February 22, 2022. For 2021 grants, options were valued by the Black Scholes-based option value based on the closing price of Colfax’s common stock on the date of grant. The exercise price for stock option awards equals the closing price of Colfax’s common stock on the date of grant. See “—Compensation Discussion and Analysis—Executive Summary—Components of 2021 Executive Compensation Program—Long-Term Incentives” above.

(5)

Amounts represent the payouts pursuant to Colfax’s Annual Incentive Plan. For a discussion of the performance metrics on which the 2021 Annual Incentive Plan was based, including the weighting for each performance metric and the actual percentage achievement of the financial performance targets, see


		107

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

“—Compensation Discussion and Analysis—Executive Summary—Components of 2021 Executive Compensation Program—Annual Incentive Plan” above.

(6)	Amounts set forth in this column for 2021 consist of the following:


Name	Company 401(k)/ Deferred Compensation Plan Match and Contribution ($)^(a)		Auto Allowance ($)		Financial Services ($)^(b)		Aircraft Usage ($)		Supplemental Long-Term Disability Premiums ($)^(c)		Group Term Life Insurance ($)^(d)		($)^(e)		($)^(f)		Total ($)
Mr. Kambeyanda	$	62,567		—	$	10,000		—	$	660	$	2,451	$	3,690		—	$	79,368
Mr. Johnson	$	28,827		—		—		—	$	643	$	859		—	$	48,570	$	78,899
Mr. Biebuyck	$	35,413		—		—		—	$	660	$	1,284		—		—	$	37,357
Mr. Coble	$	14,234		—		—		—	$	660	$	1,314		—		—	$	16,208
Mr. Jewell	$	28,413		—		—		—	$	660	$	534		—		—	$	29,607

(a)

Amounts represent the aggregate company match and company contribution made by Colfax during 2021 to such NEO’s 401(k) plan account and Non-Qualified Deferred Compensation Plan account. See the Nonqualified Deferred Compensation table and accompanying narrative for additional information on the Non-Qualified Deferred Compensation Plan.

(b)	Amount represents amounts for financial planning services as reimbursed by the company during 2021.

(c)	Amount represents premiums for supplemental long-term disability insurance.

(d)	Amount represents premiums for a life insurance benefit equal to 1.5 times salary, capped at $1,125,000.

(e)	Amount represents value of an executive physical.

(f)	Amount represents the value of tax equalization benefits.

Grants of Plan-Based Awards for 2021

The following table sets forth information with respect to grants of plan-based awards to our named executive officers during 2021:


Name	Award Type	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of shares of stock or units (#)⁽³⁾		All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Award Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Shyam P. Kambeyanda	Annual Incentive Plan		—	$	280,000	$	560,000	$	1,400,000		—		—		—		—		—		—
	PRSUs		2/22/2021		—		—		—		9,385		18,769		37,538		—		—		—	$	842,916
	RSUs		2/22/2021		—		—		—		—		—		—		9,384		—		—	$	421,435
	Stock Options		2/22/2021		—		—		—		—		—		—		—		23,105	$	44.91	$	374,994
	RSUs		3/5/2021		—		—		—		—		—		—		17,422		—		—	$	866,396

Kevin Johnson	Annual Incentive Plan		—	$	123,500	$	247,000	$	617,500		—		—		—		—		—		—		—
	RSUs		2/22/2021		—		—		—		—		—		—		3,328		—		—	$	149,460
	Stock Options		2/22/2021		—		—		—		—		—		—		—		8,195	$	44.91	$	133,005

Olivier Biebuyck	Annual Incentive Plan		—	$	139,750	$	279,500	$	698,750		—		—		—		—		—		—		—
	RSUs		2/22/2021		—		—		—		—		—		—		3,766		—		—	$	169,131
	Stock Options		2/22/2021		—		—		—		—		—		—		—		9,273	$	44.91	$	150,501

Larry Coble	Annual Incentive Plan		—	$	84,975	$	169,950	$	424,875		—		—		—		—		—		—		—
	RSUs		2/22/2021		—		—		—		—		—		—		3,754		—		—	$	168,592
	Stock Options		2/22/2021		—		—		—		—		—		—		—		9,242	$	44.91	$	149,998

Curtis Jewell	Annual Incentive Plan		—	$	84,975	$	169,950	$	424,875		—		—		—		—		—		—		—
	RSUs		2/22/2021		—		—		—		—		—		—		2,477		—		—	$	111,242
	Stock Options		2/22/2021		—		—		—		—		—		—		—		6,100	$	44.91	$	99,003


		108

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

(1)

Amounts represent the possible payouts under Colfax’s Annual Incentive Plan. Threshold estimated possible payouts incorporate a 0.5 IPF, target estimated possible payouts incorporate a 1.0 IPF and maximum estimated possible payouts incorporate the 250% maximum payout cap under the Annual Incentive Plan. For a discussion of the performance metrics and actual results and payouts under the plan for fiscal 2021 see the Compensation Discussion and Analysis and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above, respectively.

(2)

Amounts represent potential shares issued under performance-based restricted stock unit awards. The PRSUs may be earned at the end of the performance period upon certification by the Compensation Committee of the performance level that has been met. The PRSUs cliff vest at the end of the three-year performance period, if earned.

(3)	Amounts represent restricted stock units. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date.

(4)	Amounts represent stock option awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service.

(5)

The amounts shown in this column represent the full grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. PRSUs are valued based upon the probable outcome of the performance conditions associated with these awards as of the grant date and such calculation is consistent with the estimate of aggregate compensation cost recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.


		109

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Pursuant to 17 C.F.R. § 200.83

Outstanding Equity at 2021 Fiscal Year-End

The following table shows, as of December 31, 2021, the number of outstanding Colfax stock options, Colfax performance-based restricted stock unit awards and Colfax restricted stock unit awards held by the named executive officers:


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date⁽¹⁾		Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁵⁾
Shyam P. Kambeyanda		42,123		—	$	40.47		2/12/2024		—		—		—		—
		58,027		—	$	33.41		3/7/2025		—		—		—		—
		49,354		24,678	$	26.88		2/24/2026		—		—		—		—
		10,340		20,677	$	37.67		2/23/2027		—		—		—		—
		—		23,105	$	44.91		2/21/2028		—		—		—		—
		—		—		—		—		38,491	$	1,769,431		—		—
		—		—		—		—		—		—		83,227	$	3,828,243
Kevin Johnson		2,117		—	$	52.02		2/15/2022		—		—		—		—
		2,741		—	$	24.95		2/14/2023		—		—		—		—
		4,465		—	$	40.47		2/12/2024		—		—		—		—
		6,286		—	$	33.41		3/7/2025		—		—		—		—
		7,593		3,797	$	26.88		2/24/2026		—		—		—		—
		3,033		6,065	$	37.67		2/23/2027		—		—		—		—
		—		8,195	$	44.91		2/21/2028		—		—		—		—
		—		—		—		—		8,900	$	409,133		—		—
Olivier Biebuyck		8,951		—	$	41.47		5/31/2024		—		—		—		—
		1		4,746	$	26.88		2/24/2026		—		—		—		—
		3,667		7,333	$	37.67		2/23/2027		—		—		—		—
		—		9,273	$	44.91		2/21/2028		—		—		—		—
		—		—		—		—		10,695	$	491,649		—		—
		—		—		—		—		—		—		—		—
Larry Coble		27,879		—	$	36.95		11/6/2024		—		—		—		—
		7,979		—	$	33.41		3/7/2025		—		—		—		—
		9,491		4,746	$	26.88		2/24/2026		—		—		—		—
		2,551		5,099	$	37.67		2/23/2027		—		—		—		—
		—		9,242	$	44.91		2/21/2028		—		—		—		—
		—		—		—		—		8,507	$	391,067		—		—
Curtis Jewell		406		—	$	52.02		2/15/2022		—		—		—		—
		2,413		—	$	52.02		2/15/2022		—		—		—		—
		192		—	$	50.85		5/12/2022		—		—		—		—
		5,265		—	$	40.47		2/12/2024		—		—		—		—
		6,286		—	$	33.41		3/7/2025		—		—		—		—
		2,468		2,468	$	26.88		2/24/2026		—		—		—		—
		2,730		5,458	$	37.67		2/23/2027		—		—		—		—
		—		6,100	$	44.91		2/21/2028		—		—		—		—
		—		—		—		—		6,824	$	313,699		—		—


		110

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

(1)	The vesting date of unvested stock option awards is set forth beside each option expiration date in the following chart. Note that the vesting date provided reflects when the options fully vest. Stock option awards vest ratably over three years beginning on the first anniversary of the grant date.


Option Grant Date	Option Expiration Date	Option Full Vesting Date (options vest over three year period except as noted above)
5/13/2015	5/12/2022	5/13/2018
2/15/2016	2/14/2023	2/15/2019
5/13/2016	5/12/2023	5/13/2019
2/13/2017	2/12/2024	2/13/2020
6/1/2017	5/31/2024	6/1/2020
11/7/2017	11/6/2024	11/7/2020
3/8/2018	3/7/2025	3/8/2021
2/25/2019	2/24/2026	2/25/2022
2/24/2020	2/23/2027	2/24/2023
9/14/2020	9/13/2027	9/14/2023
2/22/2021	2/21/2028	2/22/2024

(2)

For Mr. Kambeyanda, the amounts represent (i) 4,898 RSUs that are the remaining portion of the promotional award granted to Mr. Kambeyanda on December 13, 2019 that vest ratably over three years, beginning on December 13, 2020, (ii) 6,787 RSUs that vest ratably over three years, beginning on February 24, 2021, (iii) 9,384 RSUs that vest ratably over three years, beginning on February 22, 2022, and (iv) 17,422 RSUs that are a retention award granted to Mr. Kambeyanda on March 5, 2021 that vest ratably over three years, beginning on March 5, 2022. For Mr. Johnson, the amounts represent (i) 1,310 RSUs that vest ratably over three years, beginning on February 25, 2020, (ii) 1,990 RSUs that vest ratably over three years, beginning on February 24, 2021, (iii) 2,272 RSUs that vest ratably over three years, beginning on July 25, 2021, and (iv) 3,328 RSUs that vest ratably over three years, beginning on February 22, 2022. For Mr. Biebuyck, the amounts represent (i) 1,638 RSUs that vest ratably over three years, beginning on February 25, 2020, (ii) 612 RSUs that vest ratably over three years, beginning on August 7, 2020, (iii) 2,407 RSUs that vest ratably over three years, beginning on February 24, 2021, (iv) 2,272 RSUs that vest ratably over three years, beginning on July 25, 2021, and (v) 3,766 RSUs that vest ratably over three years, beginning on February 22, 2022. For Mr. Coble, the amounts represent (i) 1,638 RSUs that vest ratably over three years, beginning on February 25, 2020, (ii) 306 RSUs that vest ratably over three years, beginning on August 7, 2020, (iii) 1,673 RSUs that vest ratably over three years, beginning on February 24, 2021, (iv) 1,136 RSUs that vest ratably over three years, beginning on July 25, 2021, and (v) 3,754 RSUs that vest ratably over three years, beginning on February 22, 2022. For Mr. Jewell, the amounts represent (i) 852 RSUs that vest ratably over three years, beginning on February 25, 2020, (ii) 1,791 RSUs that vest ratably over three years, beginning on February 24, 2021, (iii) 1,704 RSUs that vest ratably over three years, beginning on July 25, 2021, and 2,477 RSUs that vest ratably over three years, beginning on February 22, 2022.

(3)	The amounts shown in this column represent the market value of the unvested restricted stock units based on the closing price of Colfax’s common stock on December 31, 2021, which was $45.97 per share, multiplied by the number of units, respectively, for each unvested award.

(4)

The amounts shown in this column reflect unearned PRSUs as of December 31, 2021. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2019, 2020 and 2021 and show the target amount of PRSUs that may be earned at the end of the performance period upon certification by the Colfax Compensation Committee. The amounts would cliff vest at the end of the three-year performance period, if earned. For awards granted in 2019 and 2020, once vested, at least 50% of the shares delivered pursuant to the PRSUs (net of shares withheld or sold for taxes) must be held for an additional one-year period. The PRSUs granted in 2019 vested on February 25, 2022 and the amounts represent 44,145 shares earned for Mr. Kambeyanda. The PRSUs granted to Mr. Kambeyanda in 2020 and 2021 are reported at target performance. For 2021, these amounts


		111

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

are reflected in the “Grants of Plan-Based Awards for 2021” table above under the column “Estimated Future Payouts Under Equity Incentive Plan Awards” and for 2020 are reflected in the “Grants of Plan-Based Awards for 2020” table in Colfax’s Proxy Statement for its 2021 Annual Meeting.

(5)	The amounts shown in this column represent the market value of the unearned PRSUs based on the closing price of Colfax’s common stock on December 31, 2021, which was $45.97 per share, multiplied by the threshold number of units, respectively, for each unvested and unearned performance stock award.

Change in Control Agreements, Retention Agreements and Executive Officer Severance Plan

As discussed above under the heading “Employment Agreements,” Messrs. Kambeyanda, Johnson, Biebuyck and Coble are each party to individual letter agreements with Colfax that specify their starting annual salary and minimum target bonus.

In addition, Mr. Kambeyanda is party to Colfax’s current form of change in control agreement for Colfax executive officers, which was approved by the Board of Directors of Colfax on October 27, 2020. In 2021, Colfax entered into separate change in control agreements with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell, which specifically relate to a change of control of ESAB.

Also in 2021, Colfax entered into retention agreements with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell in order to facilitate the successful completion of the distribution, which were subsequently amended in December 2021 to provide for potential post-distribution retention benefits.

Colfax maintains an Executive Officer Severance Plan, which provides for severance benefits upon a termination without cause or a resignation for good reason for certain Colfax executive officers, including Mr. Kambeyanda, who are not otherwise contractually entitled to severance compensation from Colfax. The Executive Officer Severance Plan does not provide for change in control benefits. While Messrs. Johnson, Biebuyck, Coble and Jewell are not subject to Colfax’s Executive Officer Severance Plan, ESAB’s current policy, consistent with historical practice, is to provide equivalent treatment for these officers. On December 7, 2021, ESAB adopted the ESAB Corporation Executive Officer Severance Plan, which became effective upon the distribution. This plan will provide severance benefits upon termination without cause or for good reason for ESAB executive officers who are not otherwise contractually entitled to severance compensation pursuant to a separate agreement with ESAB. Severance provided in the event of termination without “cause” or for “good reason” (each as defined in the plan) is payment equal to one times the executive’s base salary in effect at the time of separation plus a pro rata payment of his or her target annual incentive compensation for the year of termination.

Change in Control and Retention Agreements

On October 27, 2020, Colfax’s Board approved a new form of change in control agreement for certain Colfax executive officers. Mr. Kambeyanda is party to a change in control agreement based on this form. The change in control agreement supersedes and replaces any prior agreement between Colfax and Mr. Kambeyanda with respect to a “change in control” of Colfax (as described below under “Potential Payments Upon Termination or Change in Control”).

Pursuant to this change in control agreement, upon a change in control of Colfax, Mr. Kambeyanda will be entitled to an annual base salary, cash bonus opportunity and benefits package equal to or greater than the base salary, cash bonus opportunity or benefits package in effect for him immediately prior to the change in control. If during the two year period following, or the three month period preceding, a change in control of Colfax, (a) Colfax terminates Mr. Kambeyanda’s employment other than for cause or by reason of death or disability (as such terms are defined in the change in control agreement) or (b) Mr. Kambeyanda resigns for good reason (as such term is defined in the change in control agreement), Colfax will pay the executive officer an amount equal to: (i) two times his annual base salary plus (ii) two times his target cash bonus opportunity. Any outstanding


		112

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

long-term equity incentive awards held by Mr. Kambeyanda will continue to be treated in accordance with the terms and conditions of the award agreements and plans pursuant to which such awards were granted. This change in control agreement has an initial two-year term, subject to automatic extension for successive one-year periods unless either Colfax or Mr. Kambeyanda gives notice of non-renewal to the other or the agreement is otherwise terminated pursuant to its terms.

On March 5, 2021, Colfax also entered into additional change in control agreements with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell. Pursuant to these agreements, if the executive officer experiences a qualifying termination between the date that Colfax executes a definitive agreement which would result in a change in control of the ESAB business or 90 days prior to the consummation of a change in control of the ESAB business (whichever is earlier), and eighteen months after a change in control of the ESAB business, the executive officer will receive an amount equal to two-hundred percent of his base salary and the greater of two-hundred percent of his target bonus pursuant to Colfax’s Annual Incentive Plan for the last full fiscal year preceding the change in control termination or two-hundred percent of his target bonus pursuant to the Annual Incentive Plan for the full fiscal year in which the change in control termination occurs. Such payment is subject to the execution of a general release of claims against Colfax. The change in control agreement terminates if it is mutually terminated or if the executive officer is terminated other than pursuant to a qualifying termination. The distribution, as described in this prospectus, did not constitute a change in control for purposes of this agreement.

Additionally, also on March 5, 2021, Colfax entered into retention agreements with Messrs. Kambeyanda, Johnson, Biebuyck, Coble and Jewell. Under these agreements, a retention payment equal to the executive’s 2021 annual base salary plus his 2021 annual cash bonus plan amount (at target level) is earned if (a) the distribution is not completed by December 31, 2022 and (b) the executive officer remains employed through December 31, 2022. However, if the executive officer is terminated without cause, separates by mutual consent, or dies prior to December 31, 2022, he or his estate will receive the retention payment.

In addition, the retention agreements provide that, as of the date of the agreement, the terms of all outstanding and unvested options and RSUs will be modified so that if the executive officer separates by mutual consent, terminates for good reason after the distribution, dies or is terminated without cause, then his options and RSUs vest. Additionally, for Mr. Kambeyanda, his outstanding performance based awards shall be earned at pre-defined measurement dates and subject to payout at the end of the performance period.

In December 2021, the retention agreements with Messrs. Johnson, Biebuyck, Coble and Jewell were amended to also provide that an ESAB retention payment may be earned if (a) the distribution is completed by December 31, 2022, and (b) the executive officer remains employed with ESAB through the twelve month anniversary of the distribution (the “Retention Date”). If the executive officer is terminated without cause, separates by mutual consent, terminates with good reason after the distribution, or dies prior to the Retention Date, he will receive this ESAB retention payment. The ESAB retention payment will be made six months after the distribution, subject to certain reductions if the executive is subsequently terminated for cause or leaves without good reason prior to the Retention Date.

Mr. Kambeyanda also received a grant of 17,422 RSUs under his retention agreement in March 2021. This grant vests ratably over a three-year period, subject to Mr. Kambeyanda remaining in service on the relevant vesting dates, except in certain qualifying terminations. These awards accrue dividend equivalents when Colfax pays dividends, which will be paid out in cash upon the vesting of these retention RSUs.

In entering into these various agreements, Colfax wanted to retain and ensure the continued dedication of these executive officers, notwithstanding the anticipated distribution and the possibility of a change in control. Colfax believes that the officers should be compensated for their efforts in positioning us and Colfax for the possibility of these events. Additional information on benefits provided upon termination or in connection with a change of control at December 30, 2021, is discussed below under “Potential Payments Upon Termination or Change in Control.”


		113

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

On February 16, 2022, ESAB’s Board of Directors approved a form of change in control agreement (the “Change in Control Agreement”). ESAB’s executive officers each entered into a Change in Control Agreement effective as of the distribution date. The Change in Control Agreement supersedes and replaces any prior agreement between ESAB and the executive officer with respect to a change in control (as such term is defined in the Change in Control Agreement) of ESAB, except to the extent such executive officer has an offer letter or other employment agreement with ESAB, in which case the agreement with terms more favorable to the executive officer will control.

Pursuant to the Change in Control Agreement, upon a change in control of ESAB, each executive officer will be entitled to an annual base salary, cash bonus opportunity and benefits package equal to or greater than the base salary, cash bonus opportunity or benefits package in effect for such executive officer immediately prior to the change in control. If an executive officer’s employment is terminated during the two year period following, or the three month period preceding, a change in control of ESAB (a) other than by the Company for cause, death or disability or (b) by the executive officer for good reason (as such terms are defined in the Change in Control Agreement), ESAB will pay the executive officer an amount equal to: (i) two times the annual base salary of such executive officer plus (ii) two times the target cash bonus opportunity of such executive officer. Any outstanding long-term equity incentive awards held by the executive officer will continue to be treated in accordance with the terms and conditions of the award agreements and plans pursuant to which such awards were granted.

Each Change in Control Agreement has an initial two-year term, subject to automatic extension for successive one-year periods unless either ESAB or the executive officer gives notice of non-renewal to the other or the agreement is otherwise terminated pursuant to its terms.

Option Exercises and Stock Vested

The following table provides information regarding the vesting of earned PRSUs and RSUs awards, as well as the exercise of stock options by our NEOs, during 2021. The number of shares acquired upon exercise or vesting and the value realized before payment of any taxes and broker commissions is reflected below. Value realized represents the product of the number of shares received upon exercise or vesting and the closing market price of our common stock on the exercise or vesting date, less the exercise price for options.

Option Exercises and Stock Vested During Fiscal 2021


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Shyam P. Kambeyanda		24,644		634,125		32,924	$	1,580,700
Kevin Johnson		—		—		4,104	$	188,618
Olivier Biebuyck		25,690		422,329		6,292	$	293,240
Larry Coble		—		—		4,188	$	193,708
Curtis Jewell		—		—		3,262	$	150,572

Nonqualified Deferred Compensation

Effective January 1, 2016, Colfax established the Colfax Corporation Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”) to provide certain select members of management and other highly compensated employees, including each of the NEOs, with an opportunity to defer a stated percentage of their base compensation or their bonus compensation without regard to the compensation limits imposed by the Internal


		114

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Revenue Code for Colfax’s 401(k) plan. Colfax established the Nonqualified Plan to allow these individuals to contribute toward retirement on a tax-effective basis in a manner that is consistent with other Colfax employees who are not limited by the Internal Revenue Code limits. The plan is “unfunded,” meaning there are no assets segregated for the exclusive benefit of plan participants.

The Nonqualified Plan allows the NEOs to defer up to 50% of their base salaries and up to 75% of their bonus compensation. In addition, during 2021 Colfax matched up to 4% of all excess deferrals by the NEOs and provided a 2% company contribution. NEOs vest in these company contributions to the Nonqualified Plan on the same terms as under Colfax’s 401(k) plan.

Deferrals under the Nonqualified Plan are notionally invested among a number of different mutual funds, insurance company separate accounts, indexed rates or other measurement funds, which are selected periodically by the plan administrator to best match the funds offered in the qualified 401(k) plan. Each participating NEO can allocate his deferrals among these notional fund investment options and may change elections at any time by making a change of election with the plan administrator. Colfax notionally invests its match and contribution amounts in the same investment options in the same amounts and allocations as the reference funds selected by the officer.

Simultaneously with the executive’s election to defer amounts under the Nonqualified Plan, the executive must elect the time and form of payment for the deferred amounts, which may generally be either a lump sum distribution or in quarterly installments payable over a period of one to ten years following a specified date (that must be at least one year following the end of the year to which the officer’s deferral election relates) or at least six months following the officer’s separation from service. Limited changes to deferral elections are permitted in accordance with the terms of the Nonqualified Plan. If no election is made, the benefit will be paid in a lump sum on the last day of the month which occurs six months after the executive’s separation from service. Deferred amounts may alternatively be paid out in a lump sum in the event of an executive’s death or disability or in the event of an unforeseeable financial emergency. Furthermore, in the event the executive’s account balance at the time of his or her separation from service is less than $15,000, payment of the account balance will be made in a lump sum on or before the later of (i) December 31 of the calendar year of separation, or (ii) the date 2.5 months after the executive’s separation from service.

Similarly, effective January 1, 2022, ESAB established the ESAB Group, Inc. Nonqualified Deferred Compensation Plan (the “ESAB Nonqualified Plan”) to provide certain select members of management and other highly compensated employees with an opportunity to defer a stated percentage of their base compensation or their bonus compensation without regard to the compensation limits imposed by the Internal Revenue Code for ESAB’s 401(k) plan. The plan is “unfunded,” meaning there are no assets segregated for the exclusive benefit of plan participants.

The ESAB Nonqualified Plan allows participants to defer up to 50% of their base salaries and up to 75% of their bonus compensation. In addition, ESAB may match all excess deferrals by participants and/or provide a company contribution. Participants vest in these company contributions as determined by ESAB. Deferrals under the ESAB Nonqualified Plan are notionally invested among a number of different mutual funds, insurance company separate accounts, indexed rates or other measurement funds, which are selected periodically by the plan administrator. Each participant can allocate his or her deferrals among these notional fund investment options and may change elections by making a change of election with the plan administrator.

Simultaneously with the participant’s election to defer amounts under the ESAB Nonqualified Plan, the participant must elect the time and form of payment for the deferred amounts, which may generally be either a lump sum distribution or in quarterly installments payable over a period of two to ten years following a specified date (that must be at least one year following the end of the year to which the participant’s deferral election relates) or at least six months following the participant’s separation from service. Limited changes to deferral elections are permitted in accordance with the terms of the ESAB Nonqualified Plan.


		115

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB also adopted the ESAB Group, Inc. Excess Benefits Plan effective January 1, 2022, which is frozen to new participants and future new deferrals. Like the ESAB Nonqualified Plan, this Excess Benefits Plan is an unfunded non-qualified deferred compensation plan in which certain employees of ESAB hold an account balance. These accounts were transferred from Colfax Corporation’s Excess Benefit Plan in connection with the planned separation of ESAB from Colfax. Like the ESAB Nonqualified Plan, amounts deferred under this Excess Benefit Plan are notionally invested in offered measurement funds as selected by the plan participant and will be distributed in accordance with participant elections and the terms of the plan following a participant’s separation from service, death or disability.

Nonqualified Deferred Compensation


Name	Executive Contributions in Last FY ($)⁽¹⁾		Registrant Contributions in Last FY ($)⁽²⁾		Aggregate Earnings in Last FY ($)⁽³⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Shyam P. Kambeyanda	$	27,007	$	45,167	$	31,046		—	$	574,671
Kevin Johnson	$	146,785	$	14,164	$	45,532		—	$	1,086,126
Olivier Biebuyck	$	32,231	$	18,013	$	10,489		—	$	375,147
Larry Coble		—		—		—		—		—
Curtis Jewell	$	7,342	$	11,013	$	2,275		—	$	85,474

(1)	With respect to each applicable NEO, amounts represent deferred salary and deferred bonus amounts that are reported in the Summary Compensation Table above under the applicable column.

(2)	All amounts reported in this column for each applicable NEO are reported in the “All Other Compensation” column of the Summary Compensation Table above.

(3)	No amounts reported in this column for each applicable NEO are reported in the Summary Compensation Table above.

Potential Payments Upon Termination or Change in Control of Colfax

The information below describes relevant letter agreement, change in control agreements, severance plan and equity plan provisions for payments upon termination or a change in control and sets forth the amount of compensation that could have been received by each of the NEOs in the event such executive’s employment had terminated under the various applicable triggering events described below as of December 31, 2021. The benefits discussed below are in addition to those generally available to all salaried employees, such as distributions under Colfax’s 401(k) plan, health care benefits and disability benefits or vested amounts payable under the Nonqualified Plan described above. In addition, these benefits do not take into account any arrangements that we may provide in connection with an actual separation from service or a change in control. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change-in-control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, Colfax’s stock price, and the target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event. The description below and the amounts shown in the table under “—Potential Payments Upon Termination or Change in Control” below assume that termination or change in control occurred on December 31, 2021, and, as a result, we refer to their employment arrangements, retention agreements and change in control agreements that were in effect as of December 31, 2021 and do not refer to the offer letters delivered in December 2021, which are effective after the distribution.


		116

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Johnson Letter Agreement

Pursuant to his letter agreement with ESAB, Mr. Johnson is entitled to the payment of repatriation costs incurred in connection with moving his family to Australia if his employment is involuntarily terminated by the Company.

Change in Control Agreements

Pursuant to the terms of the change in control agreement with Mr. Kambeyanda, in the event of a change in control of Colfax, the executive will continue to be paid an annual base salary at a rate not less than such executive’s current fixed or base compensation and will be given a bona fide opportunity to earn his annual cash bonus opportunity for the year. In the event the executive’s employment is terminated by Colfax without “cause” or he resigns for “good reason” (each as described below) during the two year period following, or the three month period preceding, a change in control of Colfax, such executive is entitled to a lump sum payment equal to (i) two times the executive’s base salary plus (ii) two times his target annual cash bonus opportunity for the year.

Mr. Kambeyanda’s right to the severance payment is conditioned on his execution of a general release of claims in favor of Colfax. In addition, this change in control agreement contains standard confidentiality covenants, non-disparagement covenants, non-competition covenants and non-solicitation covenants.

In the event that any payment or benefit under this change in control agreement would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and would have the effect of decreasing the after-tax amounts received by the executive, Mr. Kambeyanda has the right to reduce or eliminate any such payment or benefit to avoid having the payment or benefit being deemed a parachute payment.

For purposes of this change in control agreement, the following terms have the following meanings:

•

“cause” means that, prior to any termination, the executive committed:

•

an intentional act of fraud, embezzlement or theft in connection with his employment by Colfax or any subsidiary;

•

intentional wrongful damage to property of Colfax or its subsidiaries;

•

intentional wrongful disclosure of secret processes or confidential information of Colfax or its subsidiaries;

•

conviction of a criminal offense; or

•

intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; and any such act is materially harmful to Colfax and its subsidiaries taken as a whole.

•

“change in control” means any of the following:

•

the acquisition by any person of beneficial ownership of more than 50% of the then-outstanding common stock of Colfax or the combined voting power of the then-outstanding voting securities of Colfax, subject to certain exceptions;

•

individuals who constitute the Board of Colfax as of the date of the change in control agreement (together with any new directors approved by the vote of at least a majority of the directors comprising the Board of Colfax as of the date of the change in control agreement or subsequently approved) cease for any reason (other than death or disability) to constitute at least a majority of the Board of Colfax;

•

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Colfax, subject to certain exceptions; or

•

approval by Colfax’s stockholders of a complete liquidation or dissolution of Colfax.


		117

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

•

“good reason” means:

•

failure to maintain the executive in the positions with Colfax or its subsidiaries which the executive held immediately prior to the change in control or the removal of the executive as a director of Colfax, if applicable;

•

a material reduction in the nature or scope of responsibilities or duties attached to the positions the executive held with Colfax and its subsidiaries immediately prior to the change in control, a material reduction in the executive’s base salary and annual cash bonus opportunity or the termination or material modification of the material employee benefits available to the executive immediately prior to the change in control;

•

the liquidation, dissolution, merger, consolidation or reorganization of Colfax or a transfer or all or a significant portion of its business and/or assets, unless the successor has assumed all of Colfax’s duties and obligations under the change in control agreement;

•

Colfax relocates its principal executive offices, or Colfax or any subsidiary requires the executive to have his principal location of work changed, to any location more than 50 miles from the location immediately prior to the change in control or Colfax or its subsidiaries require the executive to travel significantly more than was required prior to the change in control; or

•

any material breach of the change in control agreement by Colfax or any successor.

Pursuant to the terms of the ESAB Change in Control Agreement, our NEOs are entitled to payment in the event of a change in control of the ESAB business, as described in more detail above under the heading “—Additional Compensation Information—Employment Agreements.”

Executive Officer Severance Plan

Mr. Kambeyanda is a participant in Colfax’s Executive Officer Severance Plan, which provides for severance benefits upon termination without cause or for good reason for certain executive officers who are not otherwise contractually entitled to severance compensation pursuant to a separate agreement with the Colfax. Severance provided in the event of termination without “cause” or for “good reason” (as defined in the plan) is a lump sum payment equal to one times the executive’s base salary in effect and a pro rata payment of his or her target annual incentive compensation for the year of termination. The Executive Officer Severance Plan does not provide for any additional change in control benefits. While Messrs. Johnson, Biebuyck, Coble and Jewell are not subject to Colfax’s Executive Officer Severance Plan, ESAB’s current policy, consistent with historical practice, is to provide equivalent treatment for these officers until ESAB Corporation’s Executive Officer Severance Plan becomes effective upon the distribution.

Equity Awards

For awards granted under Colfax’s 2016 Omnibus Incentive Plan, the vesting of outstanding equity awards, other than performance-based awards, accelerates in full upon the death or total and permanent disability of the grantee or, unless assumed or substituted as discussed below, upon a “corporate transaction” (as defined below). The vesting of the outstanding PRSUs accelerates in full upon the death or total and permanent disability of the grantee only if and when the performance criteria for such award are achieved as of the end of the performance period upon certification of the same by Colfax’s Compensation Committee, or immediately if the performance period has already ended and Colfax’s Compensation Committee has certified that the performance criteria have been achieved. The outstanding PRSUs will terminate and cease to vest upon a “corporate transaction,” unless prior to the corporate transaction the achievement of the performance criteria is certified by Colfax’s Compensation Committee, in which case the vesting for the award will accelerate in full unless assumed or substituted as discussed below. While these benefits are available to all of our equity plan participants equally, pursuant to SEC requirements, we have included these acceleration benefits in the table below. In addition, in the event of termination of service other than for death, disability or cause, any stock option awards will remain exercisable to the extent vested for 90 days after termination of service.


		118

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

A “corporate transaction” under the 2016 Omnibus Incentive Plan for equity awards is generally defined as:

•

the dissolution or liquidation of Colfax or a merger, consolidation, or reorganization of Colfax with one or more other entities in which Colfax is not the surviving entity;

•

a sale of substantially all of Colfax’s assets to another person or entity; or

•

any transaction which results in any person or entity, other than persons who are stockholders or affiliates immediately prior to the transaction, owning 50% or more of the combined voting power of all classes of Colfax stock.

Accelerated vesting upon a “corporate transaction” will not occur to the extent that provision is made in writing in connection with the corporate transaction for the assumption or continuation of the outstanding awards, or for the substitution of such outstanding awards for similar awards relating to the stock of the successor entity, or a parent or subsidiary of the successor entity, with appropriate adjustments to the number of shares of stock that would be delivered and the exercise price, grant price or purchase price relating to any such award. If an award is assumed or substituted in connection with a corporate transaction and the holder is terminated without cause within a year following such transaction, the award will fully vest and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the one-year period immediately following such termination or for such longer period as the compensation committee shall determine.

On July 25, 2020, Colfax provided a one-time special grant of RSUs under the Colfax 2020 Plan to Messrs. Johnson, Biebuyck and Coble. This award accelerates in full upon the death or disability of the grantee or upon a change in control of Colfax (or if such awards are not otherwise assumed in certain other business combinations).

For purposes of these awards, a “change in control” is generally defined as the occurrence of any of the following:

•

the acquisition by any person of beneficial ownership of more than fifty percent (50%) of either the then-outstanding shares of Colfax common stock or the combined voting power of the then-outstanding voting securities of Colfax, subject to certain exceptions;

•

incumbent directors no longer constituting a majority of the board of directors of Colfax; or

•

consummation of a reorganization, merger, consolidation or sale of Colfax or other disposition of all or substantially all of Colfax’s assets (unless, following such business combination, certain thresholds regarding stock ownership and board composition are met); or

•

approval of a complete liquidation or dissolution of Colfax by its stockholders.

Estimate of Payments

The following table provides information related to compensation payable to each NEO assuming termination of such executive’s employment on December 31, 2021, or assuming a change of control or corporate transaction with corresponding qualifying termination occurred on December 31, 2021. Amounts also assume the price of Colfax’s common stock was $45.97, the closing price on December 31, 2021, the last trading day of the fiscal year.


		119

Confidential Treatment Requested by ESAB Corporation

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Potential Payments Upon Termination or Change of Control


Executive	Shyam P. Kambeyanda		Kevin Johnson			Olivier Biebuyck		Larry Coble		Curtis Jewell
Letter Agreement/Severance Plan Benefits:
*Termination without “cause” or “good reason”*
Lump Sum Payment	$	700,000	$	435,000	⁽¹⁾	$	430,000	$	375,000	$	339,900
Retention Bonus	$	1,260,000	$	682,000		$	709,500	$	598,048	$	509,850
Pro Rata Incentive Compensation⁽²⁾	$	560,000	$	247,000		$	279,500	$	223,048	$	169,950
Accelerated Stock Options⁽³⁾	$	667,213	$	131,511		$	161,294	$	142,719	$	98,882
Accelerated PRSUs⁽⁴⁾	$	3,828,243		—			—		—		—
Accelerated RSUs⁽⁵⁾	$	1,769,431	$	409,133		$	491,649	$	391,067	$	313,699
*Termination in connection with a “change of control” of Colfax*
Lump Sum Payment	$	2,520,000		—			—		—		—
Accelerated Stock Options⁽³⁾	$	667,213	$	131,511		$	161,294	$	142,719	$	98,882
Accelerated PRSUs⁽⁴⁾	$	3,828,243		—			—		—		—
Accelerated RSUs⁽⁵⁾	$	1,769,431	$	409,133		$	491,649	$	391,067	$	313,699
NQDC Plans⁽⁶⁾	$	574,671	$	1,086,126		$	375,147		—	$	85,474
*Termination in connection with a “change of control” of ESAB*
Lump Sum Payment	$	2,520,000	$	1,254,000		$	1,419,000	$	1,196,096	$	1,019,700
NQDC Plans⁽⁶⁾	$	574,671	$	1,086,126		$	375,147		—	$	85,474

(1)	This severance amount also includes the estimated cost of relocating Mr. Johnson’s family to Australia in the event his employment is involuntarily terminated by ESAB.

(2)	Assumes achievement at target.

(3)

Stock options accelerate upon death, disability, and, unless assumed or substituted as discussed above, upon a change of control of Colfax, in the case of Mr. Kambeyanda, pursuant to the terms of his change in control agreement with Colfax, as further described above under “Potential Payments Upon Termination or Change in Control of Colfax—Change in Control Agreements” and, in the case of each other NEO, pursuant to the terms of the awards, as further described above under “Potential Payments Upon Termination or Change in Control of Colfax—Equity Awards.” In each case, if assumed or substituted in such change of control of Colfax, stock options shall fully vest in the event that such employee is terminated without cause within one year following the change of control. The amounts in the table assume full vesting.

(4)	Earned but unvested PRSUs for which the performance criteria have been certified as achieved, accelerate upon death, disability and, unless assumed or substituted as discussed above, upon a “corporate transaction” as defined above.

(5)

RSUs under Colfax’s 2016 Omnibus Incentive Plan accelerate upon death, disability and, unless assumed or substituted as discussed above, upon a change of control of Colfax, in the case of Mr. Kambeyanda, pursuant to the terms of his change of control agreement with Colfax, as further described above under “Potential Payments Upon Termination or Change in Control of Colfax—Change in Control Agreements” and, in the case of each other NEO, pursuant to the terms of the awards, as further described above under “Potential Payments Upon Termination or Change in Control of Colfax—Equity Awards.” In each case, if assumed or substituted in such change of control of Colfax, RSUs shall fully vest in the event that such employee is terminated without cause within one year following the change of control. RSUs under the Colfax 2020 Plan also accelerate upon death, disability and a change in control of Colfax as described above. The amounts in the table assume full vesting.

(6)

Amounts represent the aggregate balance of the NEO’s Non-Qualified Deferred Compensation account as of December 31, 2021. Amounts disclosed under “Termination in connection with a “change of control” of Colfax” assume that the aggregate balance of each NEO’s Non-Qualified Deferred Compensation account was paid out in connection with a change in control of Colfax. For more details on this plan, see “Nonqualified Deferred Compensation” above.


		120

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Equity Compensation Plan Information

Our Board, upon recommendation of the Compensation Committee, approved the adoption of the 2022 Plan, which became effective as of the distribution date. A summary of the material terms of the 2022 Plan is set forth below.

Shares of Common Stock Available

Subject to adjustment as provided in the 2022 Plan, the number of shares of common stock that may be issued or transferred:

•

upon the exercise of options or stock appreciation rights;

•

as restricted shares released from substantial risks of forfeiture;

•

in payment of performance shares or performance units that have been earned;

•

in payment for restricted stock units;

•

in payment for other share-based awards;

•

in payment of dividend equivalents paid with respect to awards made under the 2022 Plan; or

•

in connection with the equitable adjustment and/or replacement of certain equity-based awards granted by Colfax prior to the separation of the Company from Colfax

will not exceed, in the aggregate, 5,500,000 shares. Such shares may be shares of original issuance or treasury shares or a combination of both.

The share reserve under the 2022 Plan will be reduced on a one-for-one basis for shares covered by an award. Canceled, terminated, expired, forfeited or lapsed Awards (as defined in the 2022 Plan) (in whole or in part) shall be added back to the aggregate number of shares of stock reserved and available for issuance pursuant to awards granted under the 2022 Plan (“Total Available Shares”). Any stock-related award that is settled in cash or other consideration shall be added back to the Total Available Shares reserve and available again for issuance pursuant to awards granted under the 2022 Plan. Shares of stock withheld or deducted from an award by the Company to satisfy tax withholding requirements relating to options or stock appreciation rights shall not be added back to the Total Available Shares reserve, but shares of stock withheld or deducted by the Company to satisfy tax withholding requirements relating to full value awards shall be added back to the Total Available Shares reserve and available again for issuance pursuant to awards granted under the 2022 Plan. Performance awards (other than an option or stock appreciation right) where performance criteria were not met shall be added back to the Total Available Shares reserve and shall be available again for issuance pursuant to awards granted under the 2022 Plan. Substitute awards granted will not count against the Total Available Share reserve.

If the full number of shares of stock subject to an option or a stock-settled stock appreciation right is not issued upon exercise of such option or stock appreciation right for any reason, including by reason of a net settlement or net exercise, all such shares of stock that were covered by the exercised option or stock appreciation right shall not be added back to the Total Available Shares reserve and shall not again be available for issuance pursuant to awards granted under the 2022 Plan. If the exercise price of an option is satisfied by the grantee delivering shares of stock to the Company (by either actual delivery or attestation), such shares of stock shall not be added to the Total Available Shares reserve. Shares of stock repurchased on the open market with the proceeds of an option exercise shall not be added to the Total Available Shares reserve and shall not be available for issuance pursuant to awards granted under the 2022 Plan. Any dividend equivalent denominated in shares of stock shall be counted against the Total Available Shares in such amount and at such time as the dividend equivalent first constitutes a commitment to issue shares of stock.


		121

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Limit on Awards

The following limits will apply to awards under the 2022 Plan (subject to limited permitted adjustments under the 2022 Plan):

•

With respect to members of the Board who are not officers or employees of the Company (each, an “Outside Director”), the aggregate equity-based and cash compensation granted (measured as of the grant date) under the 2022 Plan or otherwise to each Outside Director during any calendar year will not exceed $350,000, except in the instance of a newly-elected or appointed director or a newly-designated lead director or chair, which limit is then increased to $700,000;

•

A maximum number of shares of common stock that may be issued upon exercise of incentive stock options granted under the 2022 Plan is 5,500,000; and

•

The maximum number of shares of common stock underlying awards to any grantee in any fiscal years is 1,000,000.

Minimum Vesting Requirement

The Compensation Committee will not award more than 5% of the aggregate number of shares of common stock that become available for grant under the 2022 Plan pursuant to awards that are solely subject to a vesting or performance condition that provides for full vesting or completion of the performance period in less than one year following the grant date of the applicable award, subject to the authority of the Compensation Committee to vest awards earlier, as the Committee deems appropriate, in the event of a Change in Control (as defined in the 2022 Plan), in the event of termination of a Service Provider’s (defined below) employment or service or as otherwise permitted by the 2022 Plan.

Eligibility

Our officers and employees, and those of our subsidiaries and affiliates and our non-employee directors may be selected by the Board or Compensation Committee to receive awards under the 2022 Plan. These individuals will be referred to as “Service Providers” in the 2022 Plan, and as participants or grantees in this summary description.

Administration

The Board will delegate to the Compensation Committee the power and authority to administer and implement the 2022 Plan. The Compensation Committee will have the authority to interpret the terms and intent of the 2022 Plan, determine eligibility and terms of awards for participants and make all other determinations necessary or advisable for the administration of the 2022 Plan. To the extent permitted by law, the Board or Compensation Committee may delegate authority under the 2022 Plan to a member of the Board or officer of the Company, who may administer the 2022 Plan with respect to employees or other service providers of the Company who are not officers or directors.

Amendment or Suspension

The Board may amend, suspend or terminate the 2022 Plan at any time with respect to any shares of common stock as to which awards have not been made. No such action may amend the 2022 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder approval by applicable law, rule or regulation, including rules of the NYSE.

Effective Date and Term

The 2022 Plan became effective as of the distribution date (the “Effective Date”) and will expire on the ten (10) year anniversary of the Effective Date unless earlier terminated by our Board. In no event will any award


		122

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

under the 2022 Plan be granted on or after the tenth anniversary of its effective date, and no award of incentive stock options will be granted on or after the distribution date.

Options

An option granted under the 2022 Plan is the option to purchase one or more shares of common stock pursuant to the 2022 Plan that is either an incentive stock option or a non-qualified stock option. An option granted under the 2022 Plan will be exercisable only to the extent that it is vested on the date of exercise. Exercisability of options may be subject to future service requirements, to the achievement of one or more of the performance objectives of the Company or to such other terms and conditions as the Board or the Compensation Committee, in its sole discretion, may impose. No option may be exercisable more than ten years from the option grant date, and subject to limited exceptions, shall be subject to the minimum vesting requirement. The exercise price per share under each option granted under the 2022 Plan may not be less than 100%, or 110% in the case of an incentive stock option granted to a 10% stockholder, of the fair market value of the common stock on the option grant date. Payment of the option price for shares purchased pursuant to the exercise of an option may be made in cash or in cash equivalents acceptable to the Company or any other method permitted by law and approved by the Compensation Committee. Promptly after payment, the grantee is entitled to issuance of the shares of stock subject to the option. The 2022 Plan will not permit reloading of options and, except in connection with adjustments for changes in capitalization, will prohibit repricings without stockholder approval.

In the case of incentive stock options, the aggregate fair market value of the common stock determined on the option grant date with respect to which such options are exercisable for the first time during any calendar year may not exceed $100,000. Incentive stock options will be non-transferable during the optionee’s lifetime. Awards of non-qualified stock options are generally non-transferable, except for transfers by will or the laws of descent and distribution. The Compensation Committee may, in its discretion, authorize in an Award Agreement (as defined in the 2022 Plan) that an award of options, other than incentive stock options, also may be transferred to family members by gift or other transfers deemed not to be for value.

Stock Appreciation Rights (“SAR”)

A SAR confers on the grantee the right to receive, upon exercise, the excess of the (a) fair market value of one share of stock on the date of exercise over (b) the SAR exercise price determined by the Board or the Committee. The award agreement shall specify the SAR exercise price, which shall be at last the fair market value on the date of grant. SARs may be granted in tandem with another award. The Board or Committee shall determine all other terms and requirements relating to the SAR, including method of exercise and settlement. SARs will be subject to the minimum vesting requirement, shall have a term of not more than ten years from the date of grant, and may be transferable to a family member if specified in the award agreement. The 2022 Plan will prohibit repricings of SARs without stockholder approval except in connection with adjustments for changes in capitalization. The Compensation Committee may, in its discretion, authorize in an award agreement that an award of SARs may be transferred to family members by gift or other transfers deemed not to be for value. Otherwise SARs are non-transferable, except for transfers by will or the laws of descent and distribution.

Restricted Stock and Restricted Stock Units

Restricted stock means one or more shares of common stock awarded subject to restrictions, and restricted stock units means a bookkeeping entry representing the equivalent of one share of common stock awarded subject to restrictions. The restriction may be a period of time or other and additional restrictions, and the restricted stock or stock unit may not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of during the restricted period or while subject to restrictions. Restricted stock units may be settled in stock, cash, or a combination of both, as determined by the Board or the Compensation Committee. Unless otherwise specified in the award agreement, the holder of restricted stock shall have the right to vote and to receive dividends, and the holder of a stock unit shall not. Restricted stock and restricted stock units will be subject to the minimum vesting requirements.


		123

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Dividend Equivalent Rights

A dividend equivalent right is an award entitling the grantee to receive credits based on cash distributions that would have been paid on the shares of common stock specified in the dividend equivalent right (or such other award to which is relates) if such shares of common stock had been issued to and held by the recipient. The Compensation Committee will be authorized to grant dividend equivalents to a participant in connection with an award under the 2022 Plan (other than options or SARs), or without regard to any other award. Dividend equivalents will entitle the participant to receive cash or common stock equal in value to dividends paid, or other periodic payments made, with respect to a specified number of shares of common stock. Dividend equivalents may be paid or distributed when accrued or at the end of any applicable vesting period, or may be deemed to have been reinvested in additional common stock, and will be subject to such risks of forfeiture as the Compensation Committee may specify. Dividend equivalent rights paid on awards subject to performance criteria will not vest unless such performance goals for such awards are achieved, and if such performance goals are not achieved, the payments made in connection with the dividend equivalent rights will be repaid to the Company. Grants of dividend equivalent rights will be subject to the minimum vesting requirements.

Performance Units and Performance Shares

A performance share means a performance award denominated in shares of common stock, the value of which is determined as a function of the extent to which corresponding performance criteria have been achieved. Performance units means a performance award denominated in a stock unit, the value of which is determined as a function of the extent to which corresponding performance criteria have been achieved. The Board or the Compensation Committee may award performance shares and performance units in such amounts and upon such terms as the Board or the Compensation Committee may determine. Each performance share will have an initial value that is equal to the fair market value of a share of common stock on the date of grant. Each award of performance units or performance shares will have an actual or target number of shares of common stock set by the Compensation Committee. The Compensation Committee may set performance goals in its discretion which, depending on the extent to which they are met, will determine the value or number of performance units or performance shares that will be paid out to a participant. The Compensation Committee may, in its sole discretion, pay earned performance units or performance shares in the form of cash or in shares of common stock (or a combination of both) equal to the value of the earned performance units or performance shares. Any shares of common stock issued based upon performance units or performance shares may be granted subject to any restrictions that the Compensation Committee deems appropriate. The Compensation Committee may provide for payment of dividends or dividend equivalents to the grantee in cash or additional shares, subject in all cases to deferral and payment on a contingent basis based on earning of the performance shares or units with respect to which the dividends or dividend equivalents are paid. Performance shares and performance units will be subject to minimum vesting requirements.

Unrestricted Stock

The Board or the Compensation Committee may award (or sell at par value or such other higher purchase price determined by the Board or the Compensation Committee) unrestricted stock, free of any restrictions such as vesting requirements, in such amounts and upon such terms as the Board or the Compensation Committee may determine.

Conversion Awards

The Company will be authorized to issue awards (“Conversion Awards”) in connection with the equitable adjustment and/or replacement of certain equity-based awards granted by Colfax prior to the separation of the Company from Colfax. The Compensation Committee shall determine the number of shares of common stock subject to a Conversion Award and the exercise price of any Conversion Award that is an option.


		124

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Director Compensation

Christopher Hix, Daniel Pryor, and Bradley Tandy served as our directors in 2021. Each director was an employee of Colfax during that time and did not receive any compensation for such board service.

Pursuant to our non-employee director compensation policy that we adopted prior to the distribution, each of our non-management directors received the following compensation following the distribution:

•

an annual cash retainer of $90,000;

•

an annual equity award valued at $145,000, which will consist of restricted stock units or stock options (or a combination of both) as determined by the Board each year; and

•

a $20,000 annual retainer for service as the Chair of our Audit Committee and a $15,000 annual retainer for service as Chair of the Compensation Committee or of the Nominating and Corporate Governance Committee.

Mr. Rales, who is our non-executive Chairman of the Board, will be entitled to receive an annual cash retainer of $1 and will not receive any other cash fees or the annual equity award described above.

ESAB has adopted a Director Deferred Compensation Plan, effective upon the distribution, which permits directors to receive, at their discretion, deferred stock units (“DSUs”) in lieu of their annual cash retainers and committee chairperson retainers. A director who elects to receive DSUs receives a number of units determined by dividing the cash fees earned during, and deferred for, the quarter by the closing price of our common stock on the date of the grant, which is the last trading day of the quarter. A director also may convert director restricted stock unit grants to DSUs under the plan. DSUs granted to directors convert to shares of ESAB common stock after termination of service from the Board, based upon a schedule elected by the director in advance. In the event that a director elects to receive DSUs, the director will receive dividend equivalent rights on such DSUs to the extent dividends are issued on ESAB common stock. Dividend equivalents are deemed reinvested in additional DSUs (or fractions thereof) at the dividend payment date. ESAB will reimburse all directors for travel and other necessary business expenses incurred in the performance of their services on our Board and the committees thereof and extend coverage to them under our directors’ and officers’ indemnity insurance policies.

Any of our directors who is an Enovis employee but is not employed by us shall be deemed to be a non-management director for purposes of our non-employee director compensation policy and, as such, will be eligible to receive compensation for his or her services as one of our directors pursuant to such policy.


		125

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Agreements with Enovis

In connection with the separation, we and Enovis entered into a separation agreement to effectuate the separation and distribution. We and Enovis also entered into various other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property matters agreement, an EBS license agreement and a stockholder’s and registration rights agreement. The separation agreement, transition services agreement, tax matters agreement, employee matters agreement, intellectual property matters agreement, EBS license agreement and stockholder’s and registration rights agreement provide a framework for our relationship with Enovis after the separation and provide for the allocation between ESAB and Enovis of Colfax’s assets, liabilities and obligations attributable to periods prior to, at and after our separation from Colfax.

The following summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements which are filed as exhibits to the registration statement of which this prospectus forms a part. When used in this section, “distribution date” means April 4, 2022, the date on which Enovis commenced distribution of our common stock to the holders of shares of Colfax common stock.

The Separation and Distribution Agreement

On April 4, 2022, we entered into a separation agreement with Enovis immediately prior to the distribution of our common stock to Colfax stockholders. The separation agreement set forth our agreements with Enovis regarding the principal actions to be taken in connection with the separation. It also sets forth other agreements that govern certain aspects of our relationship with Enovis. This summary of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference into this prospectus.

Transfer of Assets and Assumption of Liabilities

The separation agreement identified assets to be transferred, liabilities to be assumed and contracts to be allocated to each of Enovis and us as part of the separation and distribution, and described when and how these transfers, assumptions and assignments were to occur, though many of the transfers, assumptions and assignments already occurred prior to the parties’ entering into the separation agreement. The separation agreement provided for those transfers of assets and assumptions of liabilities that were necessary in connection with the separation so that we and Enovis retained the assets necessary to operate our respective businesses and retained or assumed the liabilities allocated in accordance with the separation. The separation agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between us and Enovis. In particular, the separation agreement provided that, subject to the terms and conditions contained in the separation agreement:

•

“ESAB Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of our subsidiaries, assets reflected on our pro forma balance sheet and assets primarily (or in the case of intellectual property, business records, rights to indemnification and permits, exclusively) relating to our business, were retained by or transferred to us or one of our subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

•

“ESAB Liabilities” (as defined in the separation agreement), including, but not limited to, the following were retained by or transferred to us or one of our subsidiaries:

•

all of the liabilities (whether or not such liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the effective time of the separation) to the extent related to, arising out of or resulting from our business, our assets or Enovis’s previously divested Fluid Handling Business and Air and Gas Handling Businesses (together, the “Discontinued


		126

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Businesses”), including any and all asbestos-related contingencies and liabilities related to, arising out of or resulting from the Discontinued Businesses;

•

all of the liabilities as of the effective time of the separation that would have resulted in such liabilities being included or reflected as liabilities or obligations of ESAB or its subsidiaries on our pro forma balance sheet;

•

liabilities based upon, relating to or arising from our contracts;

•

liabilities based upon, relating to or arising from our intellectual property;

•

liabilities based upon, relating to or arising out of our permits;

•

liabilities based upon, relating to or arising out of our real property leases;

•

liabilities based upon, relating to or arising out of our owned property;

•

liabilities with respect to terminated, divested or discontinued businesses, assets or operations that were of such a nature that they would have been part of our business had they not been terminated, divested or discontinued;

•

“Environmental Liabilities” (as defined in the separation agreement) arising at, prior to or after the effective time of the separation to the extent based upon, relating to or arising from the conduct of our business or the Discontinued Businesses;

•

liabilities arising out of claims by any third party against us to the extent relating to, arising out of or resulting from our business, our assets or the Discontinued Businesses; and

•

all assets and liabilities of Enovis were retained by or transferred to Enovis or one of its subsidiaries (other than us or one of our subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that resulted in us retaining or assuming certain other specified liabilities.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are generally covered by the tax matters agreement.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets were transferred on an “as is,” “where is” basis and the respective transferees bear the economic and legal risks that any conveyance was or will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary approvals or notifications are not obtained or made or that any requirements of laws or judgments are not complied with. In general, neither we nor Enovis made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this prospectus with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations assumed by one party or for which one party has an indemnification obligation under the separation agreement and the other agreements relating to the separation are, and may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation relies on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Cash Distribution

Pursuant to the separation agreement, we distributed approximately $1.2 billion to Enovis in partial consideration of the transfer of the ESAB Assets to us in connection with the separation.


		127

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement were not consummated on or prior to the date of the distribution, each party agreed to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation agreement and other transaction agreements. Additionally, we and Enovis agreed to use commercially reasonable efforts to remove us and our subsidiaries as a guarantor of liabilities retained by Enovis and its subsidiaries and to remove Enovis and its subsidiaries as a guarantor of liabilities to be assumed by us.

Shared Contracts and Permits

In the event any contract or permit is not an ESAB Asset and is shared between Enovis and ESAB, such contract or permit remains with Enovis; however, the parties agreed to take reasonable actions to cause the appropriate party to receive the benefit of the contract or permit after the completion of the separation.

Release of Claims and Indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party agreed to release and forever discharge the other party and its subsidiaries and affiliates from all liabilities of such party, liabilities arising from, or in connection with, the transactions and other activities to implement the separation and distribution and liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the effective time of the separation (whether or not such liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the effective time of the separation) to the extent relating to, arising out of or resulting from such party’s business, assets and liabilities (and, with respect to us, the Discontinued Businesses). The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the separation agreement.

The separation agreement provides for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation agreement with us and financial responsibility for the obligations and liabilities allocated to Enovis under the separation agreement. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its past, present and future officers, directors, employees and agents for any losses relating to, arising out of or resulting from, directly or indirectly:

•

the liabilities the indemnifying party assumed or retained pursuant to the separation agreement;

•

any breach by the indemnifying party of the separation agreement or any ancillary agreement (unless such other ancillary agreement expressly provides for separate indemnification therein);

•

any third-party claims that the use of the indemnifying party’s intellectual property by the other party infringes the intellectual property rights of such third-party;

•

any guarantee, indemnification or contribution obligation, letter of credit, bond or similar credit support commitment by the other party for the benefit of the indemnifying party; and

•

any untrue statement or alleged untrue statement of material fact or omission by such indemnifying party in our Registration Statement on Form 10, the prospectus contained therein or any other disclosure document.

Each party’s aforementioned indemnification obligations are uncapped; provided that the amount of each party’s indemnification obligations are subject to reduction by any insurance proceeds received by the party


		128

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

being indemnified. The separation agreement also specifies procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes is governed by the tax matters agreement.

Legal Matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement assumed the liability for, and was able to elect to control, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Insurance

We are responsible for obtaining and maintaining at our own cost our own insurance coverage. Additionally, with respect to certain claims arising prior to the separation, we may seek coverage under Enovis third-party insurance policies in effect prior to the separation to the extent that coverage may be available thereunder.

No Restriction on Competition

None of the provisions of the separation agreement include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

No Hire and No Solicitation

Subject to customary exceptions, neither we nor Enovis will, without the consent of the other party, solicit or hire an employee of the other party or its subsidiaries for one (1) year following the separation.

Dispute Resolution

If a dispute arises between us and Enovis under the separation agreement, the parties will first seek to settle the matter amicably by negotiation in the normal course of business at the operational level for a 30-day period. If the parties are unable to resolve the dispute in such manner, executives of the parties will negotiate to resolve such dispute for an additional 30-day period. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the separation agreement, the dispute will be resolved through binding confidential arbitration.

Term/Termination

The term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both Enovis and us.

Separation Costs

All costs with respect to the separation incurred in connection with the transactions contemplated by the separation agreement were or will be allocated between Enovis and us in accordance with the separation agreement and the tax matters agreement.

Any costs or expenses incurred by a party for actions requested by the other party to vest in such party all of the transferring party’s right, title and interest to the assets allocated to such party shall be borne by the requesting party.


		129

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Treatment of Intercompany Arrangements

Except as otherwise set forth in the separation agreement, all intercompany balances, accounts and agreements between Enovis or any subsidiary of Enovis (other than us and our subsidiaries), on the one hand, and us or any of our subsidiaries, on the other hand, were terminated upon completion of the separation.

Other Matters Governed by the Separation Agreement

Other matters governed by the separation agreement include, among others, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

On April 4, 2022, we and Enovis entered into a transition services agreement that became effective upon the distribution, pursuant to which Enovis and its subsidiaries and we and our subsidiaries provide to each other various services on a transitional basis. The transition services include various services or functions, many of which currently use a shared technology platform, including human resources, payroll, certain information technology services, treasury services and financial reporting services. The charges for the transition services generally allow the providing company to fully recover all internal and external costs and expenses it actually incurs in connection with providing the service (including a reasonable allocation of overhead) without further markup and are based on pass-through billing, percent of use billing or fixed fee monthly billing. The transition services are provided in the manner and at a level substantially consistent with that provided by the respective providing company immediately preceding the distribution date.

The term for each of the transition services to be provided under the agreement is set forth in the service schedules, and it is anticipated that all of the services will expire within two years following the distribution. The transition services are also terminable under certain circumstances, including but not limited to, in the event of any uncured material breach by the other party or its applicable affiliates. The recipient of a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to 30 days. Each recipient of services will indemnify the providing company from all liabilities and losses for claims to the extent resulting from or arising out of any third-party claim to the extent resulting from or arising out of the transition services agreement or any operations or activities of the recipient affected by the services provided to it, except to the extent resulting from or arising out of the providing company’s fraud, gross negligence or intentional misconduct in the provision of services by such providing company. Each providing company of transition services shall indemnify the recipient of such services from all liabilities and losses to the extent resulting from or arising out of any third party claim to the extent resulting from or arising out of the providing company’s fraud, gross negligence or intentional misconduct in the provision of services by it.

Tax Matters Agreement

On April 4, 2022, we and Enovis entered into a tax matters agreement that governs our respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

In general, we are liable for all U.S. federal, state, local and foreign taxes (and any related interest, penalties or audit adjustments) that are (i) imposed with respect to tax returns that include both us and Enovis, to the extent such taxes are attributable to us or our businesses for any tax period (or portion thereof) beginning after the distribution, or (ii) imposed with respect to tax returns that include only us. Notwithstanding the foregoing, we are liable for (x) one-half of any additional taxes due as a result of any audit adjustments imposed with respect to tax returns for pre-distribution tax periods that include both us and Enovis and (y) certain taxes that are attributable to our businesses that are imposed with respect to certain unitary tax returns filed by Enovis or incurred as a result of restructuring activities undertaken to effectuate the distribution.


		130

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The distribution, together with certain related transactions, is intended to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code. Pursuant to the tax matters agreement, taxes incurred by Enovis or us relating to or arising out of the failure of the intended tax treatment will generally be shared equally by Enovis and us. If, however, such failure is attributable to certain acts or omissions by us, inaccuracies, misrepresentations or misstatements relating to us or events involving our stock or assets, we will generally bear such taxes. Under certain circumstances, including if the failure is attributable to Enovis or an event involving Enovis’s stock or assets, Enovis will bear such taxes.

The tax matters agreement requires us to comply with the representations made in the private letter ruling Colfax received and in materials submitted to the IRS in connection therewith and to legal counsel in connection with the tax opinion Enovis received regarding the intended tax treatment of the distribution and certain related transactions. The tax matters agreement also restricts our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment. In particular, in the two years following the distribution, we may be restricted from, among other things, (i) entering into transactions pursuant to which more than five percent (5%) of our equity would be issued or acquired, whether by merger or otherwise, (ii) ceasing to actively conduct certain of our businesses or (iii) disposing of more than a threshold amount of assets used in our business, in each case, unless we obtain a waiver from Enovis or receive a private letter ruling from the IRS or an unqualified opinion of a nationally recognized tax advisor that such action will not cause a failure of the intended tax treatment. Notwithstanding receipt of such ruling or opinion, in the event that such action causes a failure of the intended tax treatment, we could be responsible for taxes arising therefrom.

Our obligations under the tax matters agreement are not limited in amount or subject to any cap. Further, even if we are not responsible for tax liabilities of Enovis under the tax matters agreement, we nonetheless could be liable under applicable tax law for such liabilities if Enovis were to fail to pay them. If we are required to pay any liabilities under the circumstances set forth in the tax matters agreement or pursuant to applicable tax law, the amounts may be significant.

Employee Matters Agreement

On April 4, 2022, we and Enovis entered into an employee matters agreement that governs our and Enovis’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

Transfers of Employees and Assumption and Retention of Liabilities

The employee matters agreement provided that Enovis would use its reasonable best efforts to cause the employees and independent contractors that exclusively or primarily were engaged in our business or who were necessary for our ongoing operations to be transferred to us prior to the distribution date. From the distribution date, Enovis would assume or retain (i) all liabilities in relation to Enovis employees, including in relation to termination and whenever incurred, (ii) all liabilities under Enovis benefit arrangements, whenever incurred and (iii) all other liabilities or obligations assigned to Enovis under the employee matters agreement. We retained, accepted or assumed (i) all liabilities in relation to our employees, former service providers and independent contractors, including in relation to termination and whenever incurred, (ii) all liabilities under our benefit arrangements, whenever incurred and (iii) all other liabilities or obligations assigned to us under the employee matters agreement.

Treatment of Outstanding Enovis Equity Awards

The employee matters agreement provided that each Enovis equity award held by our employees and directors that was outstanding immediately prior to the distribution would be assumed by us and converted into an ESAB equity award denominated in shares of ESAB common stock with a comparable value, based on an


		131

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

equity award adjustment ratio to be adopted by Enovis for purposes of making equitable adjustments to the Enovis equity awards held by our employees and directors. For each equity award holder, the intent was to maintain the economic value of the equity awards before and after the distribution. The terms of the equity awards, such as the award period, exercisability and vesting schedule, as applicable, generally continue unchanged. However, unvested and outstanding PRSUs were earned on the distribution date either (i) at target if the performance period was less than fifty percent (50%) complete as of the distribution date or (ii) at the then current performance (as of the distribution date) if the performance period was fifty percent (50%) or more complete as of that date. Although performance was determined as of the distribution date, such converted PRSUs would not fully vest until the end of the applicable performance period stated in the original award agreement. For Mr. Vinnakota, except for any shares or units deferred under the Colfax Director Deferred Compensation Plan, 50% of his awards were converted into ESAB equity awards and 50% remained Enovis equity awards. For Mr. Hix, 50% of his RSUs and PRSUs were converted into ESAB equity awards, while his Enovis stock options remained Enovis stock options. As of the distribution date, our ESAB Corporation 2022 Omnibus Incentive Plan, generally similar to the Enovis 2020 Omnibus Incentive Plan, was effective to provide the ESAB equity awards described above, and future equity-based awards to our employees and non-employee directors that, similar to the Enovis 2020 Omnibus Incentive Plan, include stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, dividend equivalent rights, performance shares, performance units, substitute awards and conversion awards.

Treatment of Enovis Benefit and Compensation Plans

The employee matters agreement provided that, no later than following the distribution date, our employees generally would no longer participate in benefit and compensation plans sponsored or maintained by Enovis and would commence participation in our benefit and compensation plans, which are generally similar to the Enovis benefit and compensation plans existing at the time of the distribution.

Effective January 1, 2022, our eligible U.S. employees commenced participation in our ESAB Group, Inc. 401(k) retirement plan (with their account balances transferred from the Colfax 401(k) retirement plan), comprehensive welfare benefits plan, Internal Revenue Code Section 125 cafeteria plan, ESAB Nonqualified Plan (with account balances transferred from the Colfax Nonqualified Plan), Excess Benefits Plan (frozen to new participants with account balances transferred from the Colfax Excess Benefit Plan), and ESAB Corporation annual incentive plan, all of which are generally similar to the Enovis plans in which our U.S. employees participated. To the extent an ESAB employee on short-term disability prior to the distribution date becomes eligible for long-term disability benefits, such long-term disability benefits will be provided under the Enovis long-term disability insurance policy.

On or before the distribution date, ESAB employees’ accrued time-off benefits carried over from Enovis to ESAB, and workers’ compensation claims (including claims incurred but not reported) and liabilities relating thereto were assumed by ESAB.

Prior to the distribution, the ESAB Group, Inc. assumed sponsorship of the Colfax U.S. defined benefit pension plan (which is frozen as to accruals and new participants), in which our current and former employees are among the participants, and all liabilities thereunder. As of the distribution date, our ESAB Corporation executive officer severance plan and non-employee director deferred compensation plan, which are generally similar to the corresponding Enovis executive officer severance plan and non-employee director deferred compensation plan, became effective to provide severance benefits to our officers upon certain terminations, and to provide non-employee directors the opportunity to defer payment of director fees and equity awards.

New employee benefit plans and compensation plans for our non-U.S. employees are not anticipated to be required. However, the employee matters agreement contains a provision relating to the obligations of ESAB with respect to non-U.S. plans in the event it is determined that a non-U.S. ESAB employee is participating in a non-U.S. plan of Enovis.


		132

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

General Matters

The employee matters agreement also set forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

Term and Termination

The term of the employee matters agreement is indefinite and may only be terminated or amended with the prior written consent of both Enovis and us.

Intellectual Property Matters Agreement

On April 4, 2022, we and Enovis entered into an intellectual property matters agreement pursuant to which Enovis granted to us a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (subject to the restrictions below) and worldwide license to use certain intellectual property rights retained by Enovis. We are able to sublicense our rights in connection with activities relating to our and our affiliates’ business but not for independent use by third parties.

We also granted back to Enovis a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (subject to the restrictions below) and worldwide license to continue to use certain intellectual property rights owned by or transferred to us. Enovis is able to sublicense its rights in connection with activities relating to Enovis’s and its affiliates’ retained business but not for independent use by third parties. The term of the intellectual property matters agreement is perpetual.

The intellectual property matters agreement is intended to provide freedom to operate in the event that any of Enovis’s retained know-how, trade secrets (excluding EBS), copyrights or patents is used in any of our businesses, and, as such, applies to all portions of our businesses. However, we believe there may be relatively little use of such retained trade secrets, copyrights or patented technology in our businesses, and as a result, we do not believe that the intellectual property matters agreement has a material impact on any of our businesses.

EBS License Agreement

On April 4, 2022, we and Enovis entered into an EBS license agreement pursuant to which Enovis granted us a royalty-free, non-exclusive, worldwide, and non-transferable license to use, solely in support of our business, the Colfax Business System, which was rebranded as “Enovis Growth Excellence Business System” in connection with Colfax’s name change to Enovis Corporation, and referred to in this prospectus and the EBS license agreement as “EBS.” We are able to sublicense such license to direct and indirect, wholly-owned subsidiaries (but only as long as such entities remain direct and indirect, wholly-owned subsidiaries). In addition, we and Enovis each licensed to each other improvements made by such party to EBS during the first two years of the term period of the EBS license agreement.

The term of the EBS license agreement is perpetual, with the license to us continuing unless there is an uncured material breach by us.

Stockholder’s and Registration Rights Agreement

On April 4, 2022, we and Enovis entered into a stockholder’s and registration rights agreement pursuant to which we agreed that, upon the request of Enovis or certain subsequent transferees as further defined therein, we will use our reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of our common stock retained by Enovis. Such agreement also includes customary voting restrictions on the shares of ESAB common stock retained by Enovis, as described below.


		133

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Demand registration

For so long as Enovis holds the shares of our common stock, Enovis will be able to request registration under the Securities Act of all or any portion of our shares covered by the agreement, and we will be obligated to register such shares as requested by Enovis, subject to limitations on minimum offering size and certain other limited exceptions. We are not required to honor more than three total demand registrations or more than one demand registration in any 60-day period. Enovis will be able to designate the terms of each offering effected pursuant to a demand registration, which may take any form, including a shelf registration.

Piggy-back registration

If we at any time intend to file on our behalf or on behalf of any of our other security holders a registration statement in connection with a public offering of any of our securities on a form and in a manner that would permit the registration for offer and sale of our common stock held by Enovis, Enovis will have the right to include its shares of our common stock in that offering.

Registration expenses

We will be generally responsible for all registration expenses in connection with the performance of our obligations under the registration rights provisions in the stockholder’s and registration rights agreement. Enovis will be responsible for its own internal fees and expenses, any applicable underwriting discounts or commissions and any stock transfer taxes.

Indemnification

Generally, the agreement contains indemnification and contribution provisions by us for the benefit of Enovis and, in limited situations, by Enovis for the benefit of us with respect to the information provided by Enovis included in any registration statement, prospectus or related document.

Transfer

If Enovis transfers shares covered by the agreement, it will be able to transfer the benefits of the stockholder’s and registration rights agreement to transferees of 5% or more of the shares of our common stock that Enovis beneficially owned immediately following the distribution, provided that each transferee agrees to be bound by the terms of the stockholder’s and registration rights agreement.

Voting Restrictions

Enovis agreed to vote any shares of our common stock that it retained immediately after the distribution in proportion to the votes cast by our other stockholders. In connection with such agreement, Enovis granted us a proxy to vote its shares of our retained common stock in such proportion. Any such proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from Enovis to a person other than Enovis, and neither the stockholder’s and registration rights agreement nor proxy limits or prohibits any such sale or transfer.

Term

The registration rights remain in effect with respect to any shares covered by the agreement until:

•

such shares have been sold pursuant to an effective registration statement under the Securities Act; or

•

such shares have been sold to the public pursuant to Rule 144 under the Securities Act.


		134

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Registration Rights Agreement with Rales Holders

On March 17, 2022, we entered into a registration rights agreement with the Rales Holders. Pursuant to the agreement, the Rales Holders and their permitted transferees have certain registration rights for the resale of certain shares of our common stock, as set forth below. Such registration rights will become available to the Rales Holders one year post distribution and will terminate when (i) such Rales Holder (and any of its Rule 144 affiliates, if any) holds less than 1% of the outstanding common stock, and (ii) all shares of common stock held by such Rales Holder are eligible to be sold in a 90-day period without restriction under Rule 144.

Demand registration

After one year post distribution, the Rales Holders will be entitled to certain demand registration rights. The Rales Holders may request that we effect a registration statement under the Securities Act of all or part of such Rales Holder’s common stock provided that such request for registration has a then-current market value of at least $25 million. In the event of a demand registration, we will be required to maintain the continuous effectiveness of the applicable registration statement for a period of at least 180 days after the effective date or such shorter period in which all shares of common stock included in such registration statement have been sold.

Piggy-back registration

After one year post distribution, the Rales Holders will be entitled to certain piggy-back registration rights. If we propose to file a registration statement under the Securities Act relating to the offering of our common stock, either for our own account or for the account of other holders, in connection with such offering, the Rales Holders will be able to request that we include their respective common stock in such registration. As a result, whenever we propose to file a registration statement under the Securities Act, the Rales Holders will be entitled to notice of the registration and have the right, subject to certain limitations, to include their common stock in the registration. We will have the right to terminate or withdraw any registration initiated by us prior to the effectiveness of such registration statement whether or not any Rales Holders have elected to include their common stock in such Registration Statement without any liability on the part of ESAB; provided, however, that we will be responsible for paying any registration expenses in connection with such filing or proposed filing other than any fees or disbursements of counsel to the Rales Holders which shall be the sole obligation of the Rales Holders.

Form S-3 registration

After one year post distribution, so long as we are eligible to file a registration statement on Form S-3, the Rales Holders will be entitled to certain Form S-3 registration rights. The Rales Holders will be able to request that we file a registration statement on Form S-3 for a public offering of their common stock provided that such request must reasonably anticipate aggregate proceeds of at least $25 million. The Rales Holders may make an unlimited number of requests for registration on a registration statement on Form S-3. However, we will not be required to take any action if we have effected a demand registration or S-3 registration within the 180-day period immediately preceding the date of such request. We will use our reasonable best efforts to keep such Form S-3 registration statement continuously effective under the Securities Act until the earlier of (i) the date as of which all common stock held by the Rales Holders have been sold pursuant to the S-3 registration statement or another registration statement filed under the Securities Act and (ii) the date as of which each of the Rales Holders is permitted to sell its common stock without registration pursuant to Rule 144 under the Securities Act or volume limitations or other restrictions on transfer.

Registration expenses

Except as otherwise provided in the agreement, the Rales Holders will be responsible for all registration expenses in connection with all registrations pursuant to the agreement. In addition, the Rales Holder shall pay all underwriting discounts and fees, brokerage and sales commissions, and transfer and documentary stamp taxes, if any, and all fees and expenses of counsel to such Rales Holder.


		135

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Assign

The Rales Holders may not assign this agreement without the prior written consent of ESAB. In the event ESAB consents to an assignment, any such assignment will only be effective upon receipt by ESAB of a written joinder agreement from such transferee to be bound by the applicable terms of the agreement.

Procedures for Approval of Related Person Transactions

The Board has adopted a written policy on related person transactions. This policy was not in effect when we entered into the transactions described above. Each of the agreements between us and Colfax and its subsidiaries that have been entered into prior to the distribution, and any transactions contemplated thereby, were deemed to be approved and not subject to the terms of such policy. Under this written related person transactions policy, the Nominating and Corporate Governance Committee of the Board is required to review and if appropriate approve all related person transactions, prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if our management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Nominating and Corporate Governance Committee at the Nominating and Corporate Governance Committee’s next meeting. The Nominating and Corporate Governance Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Nominating and Corporate Governance Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Pursuant to the policy, the Nominating and Corporate Governance Committee is required to evaluate each potential related person transaction, including, subject to certain exceptions, any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which the Company was or is to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. The Nominating and Corporate Governance Committee will approve only those transactions that, in light of known circumstances, are deemed to be in our best interests. Related person transactions of an ongoing nature are reviewed annually by the Nominating and Corporate Governance Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act.


		136

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

PRINCIPAL AND SELLING STOCKHOLDERS

Selling Stockholders

The selling stockholders, , are offering all of the shares of common stock being sold in any offering pursuant to the registrations statement of which this prospectus forms a part. Enovis expects to first exchange the shares of common stock to be sold in any offering with the selling stockholders for outstanding indebtedness of Enovis held by the selling stockholders. The selling stockholders will then sell the shares to the underwriters, broker-dealers or agents (or affiliates thereof) for cash. Enovis may be deemed to be a selling stockholder in this offering, solely for U.S. securities law purposes, as a result of the debt-for-equity exchange with the selling stockholders.

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the beneficial ownership of our common stock as of , 2022 by:

•

each person known by us to be the beneficial owner of more than 5% of our outstanding common stock (based on our review of filings with the SEC);

•

each of our named executive officers and directors; and

•

all of our executive officers and directors as a group.


		137

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The number of shares and percentage of shares beneficially owned by each person are based on shares of our common stock issued and outstanding as of , 2022. Beneficial ownership is determined under SEC rules and regulations and generally includes securities over which a person has voting or investment power as well as certain securities a person has the right to acquire within 60 days, including through the exercise of any option, warrant or right or upon the conversion of another security. As a result, unless otherwise noted, the number of shares beneficially owned by each individual or entity in the table below includes shares of common stock issuable upon exercise of stock options or RSUs that have vested or will vest within 60 days of , 2022. For purposes of calculating a person’s beneficial ownership percentage, any shares a person has the right to acquire as outlined above are considered outstanding and beneficially owned by that person, but are not treated as outstanding for the purpose of computing the beneficial ownership percentage of any other person. Except as indicated, the address of each director and executive officer shown in the table below is c/o ESAB Corporation, 909 Rose Avenue, 8th Floor, North Bethesda, MD 20852.

Common stock
beneficially
owned before
the offering

Common stock
beneficially
owned after
the offering

Name and address of Beneficial Owners

Number

5% Beneficial Owners

Enovis Corporation⁽¹⁾

6,003,431

—

⁽²⁾

—

T. Rowe Price Associates, Inc.⁽³⁾

6,076,023

BlackRock, Inc.⁽⁴⁾

3,700,199

The Vanguard Group⁽⁵⁾

4,196,810

Directors and Executive Officers

Shyam Kambeyanda

Kevin Johnson

Olivier Biebuyck

Michele Campion

Curtis Jewell

Vusa Mlingo

Mitchell P. Rales

Christopher Hix

Patrick W. Allender

Didier Teirlinck

Rajiv Vinnakota

Rhonda L. Jordan

Robert S. Lutz

Stephanie M. Phillipps

All Directors and Executive Officers as a Group (15 persons)

*	Represents beneficial ownership of less than 1%.

(1)

The business address of Enovis Corporation is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. Enovis has, to our knowledge, sole investment power with respect to such securities. Pursuant to a stockholder’s and registration rights agreement by and between us and Enovis, Enovis granted us a proxy to vote the shares of our common stock owned by Enovis in proportion to the votes cast by our other stockholders. As a result, Enovis does not exercise voting power over any of the shares of our common stock that it beneficially owns. Once the shares of common stock are sold pursuant to the offering contemplated by this prospectus, the proxy will terminate and the voting rights with respect to such shares will be fully exercisable by the purchasers in the offering contemplated by this prospectus.

(2)	Assumes that all of the shares registered pursuant to the registration statement of which this prospectus forms a part are exchanged in the debt-for-equity exchange.


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(3)

The amount shown and the following information is derived from a Schedule 13G filed May 10, 2022 by T. Rowe Price Associates, Inc. (“Price Associates”), which sets forth Price Associates’ beneficial ownership in ESAB Corporation as of April 30, 2022. According to the Schedule 13G, Price Associates has sole voting power over 2,467,511 shares of common stock and sole dispositive power over 6,076,023 shares of common stock. The business address of Price Associates is 100 E. Pratt Street, Baltimore, MD 21202.

(4)

The amount shown and the following information is derived from a Schedule 13G filed February 8, 2022 by BlackRock, Inc. (“BlackRock”), which sets forth BlackRock’s beneficial ownership in Enovis Corporation as of December 31, 2021. According to the Schedule 13G, BlackRock has beneficial ownership of 11,100,599 shares of Enovis common stock. We based the share amount on BlackRock’s reported beneficial ownership of Enovis common stock, assuming a distribution ratio of one share of our common stock for every three shares of common stock of Enovis. The business address of BlackRock is BlackRock, Inc. 55 East 52nd Street, New York, NY 10055.

(5)

The amount shown and the following information is derived from a Schedule 13G/A filed February 9, 2022 by The Vanguard Group (“Vanguard”), which sets forth Vanguard’s beneficial ownership in Enovis Corporation as of December 31, 2021. According to the Schedule 13G/A, Vanguard has shared voting power of 65,882 shares of Colfax common stock, sole dispositive power over 12,416,872 shares of Enovis common stock, and shared dispositive power over 173,560 shares of Enovis common stock. We based the share amount on Vanguard’s reported beneficial ownership of Enovis common stock, assuming a distribution ratio of one share of our common stock for every three shares of common stock of Enovis. The business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.


		139

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Because this is only a summary, it may not contain all the information that is important to you.

Our authorized capital stock consists of 600,000,000 shares of common stock, $0.001 par value per share, and 20,000,000 shares of preferred stock, $0.001 par value per share. Approximately shares of our common stock are issued and outstanding and no shares of preferred stock are issued and outstanding.

Common Stock

Subject to the rights of the holders of any series of preferred stock, the holders of shares of common stock are entitled to one vote per share held on all matters submitted to a vote at a meeting of stockholders. Each stockholder may exercise its vote either in person or by proxy. Subject to any preferences to which holders of shares of preferred stock may be entitled, the holders of outstanding shares of common stock are entitled to receive ratably the dividends, if any, as may be declared from time to time by our Board out of funds legally available therefor. In the event that we liquidate, dissolve or wind up, the holders of outstanding shares of common stock are entitled to share ratably in all of our assets which are legally available for distribution to stockholders, subject to the prior rights on liquidation of creditors and to preferences, if any, to which holders of shares of preferred stock may be entitled. The holders of outstanding shares of common stock do not have any preemptive, subscription, redemption or sinking fund rights. All outstanding shares of our common stock will be duly authorized, validly issued, fully paid and nonassessable.

Preferred Stock

We are authorized to issue up to 20,000,000 shares of preferred stock, in one or more series and containing the rights, privileges and limitations, including dividend rights, voting rights, conversion privileges, redemption rights, liquidation rights or sinking fund rights, as may from time to time be determined by our Board. Preferred stock may be issued in the future in connection with acquisitions, financings or other matters as our Board deems to be appropriate. In the event that any shares of preferred stock shall be issued, a certificate of designations, setting forth the series of the preferred stock and the relative rights, privileges and limitations with respect thereto, is required to be filed with the Secretary of State of the State of Delaware. The effect of having preferred stock authorized is that our Board alone, within the bounds of and subject to the federal securities laws and the DGCL, may be able to authorize the issuance of preferred stock, which may adversely affect the voting and other rights of holders of common stock. The issuance of preferred stock may also have the effect of delaying or preventing a change in control of our company.

Stockholder’s and Registration Rights

We and Enovis entered into a stockholder’s and registration rights agreement. This agreement is filed as an exhibit to the registration statement on Form S-1 of which this prospectus is a part. See “Certain Relationships and Related Person Transactions” for a summary of the material terms of this agreement.

Registration Rights Agreement with Rales Holders

We entered into a registration rights agreement with the Rales Holders. This agreement is filed as an exhibit to the registration statement on Form S-1 of which this prospectus is a part. See “Certain Relationships and Related Person Transactions” for a summary of the material terms of this agreement.


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Anti-Takeover Provisions of the DGCL and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Delaware General Corporation Law

We are subject to Section 203 of the DGCL, which, with specified exceptions, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” for a period of three years following the time that the stockholder became an interested stockholder unless:

•

before that time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

at or after that time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines business combination to include the following:

•

any merger or consolidation of the corporation with the interested stockholder;

•

any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

•

any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

The application of Section 203 may make it difficult and expensive for a third party to pursue a takeover attempt we do not approve, even if a change in control would be beneficial to the interests of our stockholders.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Provisions

Director Elections

The Company’s board of directors is divided into three classes, with Class I composed of three directors, Class II composed of three directors and Class III composed of four directors. The directors designated as Class I directors have terms expiring at the first annual meeting of stockholders following the distribution, which the Company expects to hold in 2023. The directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders, which the Company expects to hold in 2024, and the directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders, which the Company expects to hold in 2025. The directors serve for a term of three years each. Notwithstanding the foregoing, at the 2024 annual meeting of stockholders, the directors whose terms expire at that meeting shall be elected to hold office for a two-year term and at the 2025 annual meeting of stockholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term. Consequently, by 2026, all of our directors will stand for election each year for one year terms, and our board will therefore no longer be divided into three classes. Thereafter each director will serve for a term of one year and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal.


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At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast by the stockholders entitled to vote in the election, with directors not receiving a majority of the votes cast required to tender their resignations for consideration by the board, except that in the case of a contested election, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote in the election. Before the board is declassified, it would take at least two elections of directors for any individual or group to gain control of the Company’s board of directors. Accordingly, while the classified board is in effect, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of the Company.

Number of Directors; Removal; Filling Vacancies

Our amended and restated bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors constituting our entire Board will be fixed from time to time by action of not less than a majority of the directors then in office. Our amended and restated certificate of incorporation provides that prior to the board being fully declassified, stockholders are permitted to remove a director only for cause, and after the board has been fully declassified, stockholders may remove the Company’s directors with or without cause. Removal requires the affirmative vote of a least two-thirds of the Company’s voting stock. In addition, our amended and restated bylaws provides that, subject to any rights of holders of preferred stock, newly created directorships resulting from an increase in the authorized number of directors or vacancies on our Board resulting from death, resignation, retirement, disqualification or removal of directors or any other cause may be filled only by our Board (and not by the stockholders unless there are no directors then in office), provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Accordingly, our Board could prevent any stockholder from enlarging the Board and filling the new directorships with that stockholder’s own nominees.

Limitation on Special Meetings; No Stockholder Action by Written Consent

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that (subject to the rights, if any, of holders of any class or series of preferred stock then outstanding) (i) only the chairman of our Board or a majority of our Board is able to call a special meeting of stockholders; (ii) the business permitted to be conducted at a special meeting of stockholders shall be limited to matters properly brought before the meeting by or at the direction of our Board; and (iii) stockholder action may be taken only at a duly called and convened annual or special meeting of stockholders and may not be taken by written consent. These provisions, taken together, will prevent stockholders from forcing consideration by the stockholders of stockholder proposals over the opposition of our Board, except at an annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our amended and restated bylaws establish an advance notice procedure for stockholders to nominate candidates for election as director, or to bring other business before an annual meeting of our stockholders.

This procedure provides that, subject to the rights of any holders of preferred stock, only persons who are nominated by or at the direction of our Board, any committee appointed by our Board, or by a stockholder who has given timely written notice to our secretary prior to the meeting at which directors are to be elected, will be eligible for election as directors. The procedure provides that at an annual meeting only that business may be conducted as has been brought before the meeting by, or at the direction of, our Board, any committee appointed by our Board, or by a stockholder who has given timely written notice to our secretary of the stockholder’s intention to bring that business before the meeting. Under the procedure, to be timely, notice of stockholder nominations or proposals to be made at an annual or special meeting generally must be received by the secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (although under certain circumstances the notice period may differ). A


		142

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stockholder’s notice proposing to nominate a person for election as director must contain specific information about the nominating stockholder and the proposed nominee. A stockholder’s notice relating to the conduct of business other than the nomination of directors must contain specific information about the business and about the proposing stockholder. If the chairman of the Board or other officer presiding at a meeting determines that a person was not nominated, or other business was not brought before the meeting, in accordance with the procedure, the person will not be eligible for election as a director, or the business will not be conducted at the meeting, as the case may be.

Although our amended and restated bylaws do not give our Board any power to approve or disapprove stockholder nominations for the election of directors or proposals for action, the foregoing provisions may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, if the proper advance notice procedures are not followed, without regard to whether consideration of the nominees or proposals might be harmful or beneficial to us or our stockholders.

Limitation of Liability of Directors

Our amended and restated bylaws provide that we must indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting from their services provided to us, which may include services in connection with takeover defense measures. These provisions may have the effect of preventing changes in our management.

Our amended and restated certificate of incorporation contains provisions permitted under Delaware law relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

•

any breach of the director’s duty of loyalty;

•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;

•

payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law; or

•

any transaction from which the director derives an improper personal benefit.

These provisions do not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director’s fiduciary duty. These provisions do not alter a director’s liability under federal securities laws.

Our amended and restated bylaws require us to indemnify our directors and officers to the fullest extent not prohibited by Delaware law. We may decline to indemnify any director or executive officer in connection with any proceeding initiated by any director or executive officer or any proceeding by any director or executive officer against us or our directors, officers, employees or other agents, unless indemnification is expressly required to be made by law or the proceeding was authorized by our Board.

We have entered into agreements with our directors and certain of our executive officers to give the directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our amended and restated bylaws and to provide additional procedural protections. These indemnification agreements provide that we shall indemnify or advance the indemnitee for expenses, judgments, fines or amounts paid in settlement, as applicable, if they are, by reason of their corporate status as a director or executive officer, (a) made or threatened to be made party to or a participant in any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding by reason of their actions


		143

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(or failure to take action); (b) a party or a participant in any proceeding by or in the right of ESAB to procure a judgment in our favor; or (c) a witness, subject to discovery requests or otherwise asked to participate in any proceeding to which they are not a party. The indemnification agreements will terminate upon the later of ten years after the date that the indemnitee ceased serving as our director or officer or one year after the final termination of any pending proceeding for which the indemnitee is granted rights of indemnification or advancement of expenses.

Exclusive Forum

Our amended and restated certificate of incorporation and amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or stockholders to us or to our stockholders; (iii) any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); and (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our amended and restated certificate of incorporation and amended and restated bylaws also provide that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause or causes of action against us or any defendant arising under the Securities Act. Such provision is intended to benefit and may be enforced by us, our officers and directors, employees and agents, including the underwriters and any other professional or entity who has prepared or certified any part of this prospectus. Nothing in our amended and restated certificate of incorporation and amended and restated bylaws preclude stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law.

If any action the subject matter of which is within the scope described above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the applicable provisions of our amended and restated certificate of incorporation and amended and restated bylaws and having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Although our amended and restated certificate of incorporation and amended and restated bylaws contain the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims or make such lawsuits more costly for stockholders, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Transfer Agent and Registrar

EQ Shareowner Services is the transfer agent and registrar for our common stock.

Listing

Our common stock is listed on the NYSE under the symbol “ESAB.”


		144

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DESCRIPTION OF CERTAIN INDEBTEDNESS

We incurred approximately $1.2 billion of indebtedness under the Facilities (as defined below).

Senior Credit Facilities

On April 4, 2022, the Company entered into the Credit Agreement, by and among the Company, as the lead borrower, the other loan parties from time to time party thereto, including any designated subsidiary borrower party thereto pursuant to the terms thereof and certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication, joint bookrunners and joint lead arrangers named therein. The Credit Agreement consists of (i) the $750 million Revolving Facility, (ii) the $400 million Term Loan A-1 Facility, and (iii) the $600 million Term Loan A-2 Facility. The Revolving Facility includes a $50 million swingline loan sub-facility.

The initial credit extensions under the Facilities were made available to the Company substantially simultaneously with the closing of the distribution. Borrowings under the Facilities were used to finance the $1.2 billion cash distribution to Enovis and pay fees and expenses in connection therewith and related transactions. The Revolving Facility will also be used for working capital and general corporate purposes of the Company and its subsidiaries.

On June 28, 2022, the Company entered into an amendment to the Credit Agreement (the “Amendment”) The Amendment, among other changes, provides for a senior term loan A facility in an initial aggregate principal amount of $600 million (the “Term Loan A-3 Facility”) to replace the Company’s existing $600 million 364-day Term Loan A-2 Facility under the Credit Agreement. Proceeds from the Term Loan A-3 Facility were used to refinance the Term Loan A-2 Facility and to pay associated fees and expenses.

Loans made under the Term Facilities will bear interest, at the election of the Company, at either the base rate (as defined in the Credit Agreement) or at the term SOFR rate plus an adjustment (as defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility will bear interest, at the election of the Company, at either the base rate or, in the case of loans denominated in dollars, the term SOFR rate plus an adjustment or the daily simple SOFR plus an adjustment, in the case of loans denominated in euros, the adjusted EURIBOR rate and, in the case of loans denominated in sterling, SONIA plus an adjustment (as all such rates are defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Initially, the applicable interest rate margin will be 1.500% or, in the case of base rate loans, 0.500%, and in future quarters it may change based upon the Company’s total leverage ratio (ranging from 1.125% to 1.750% or in the case of the base rate margin, 0.125% to 0.750%). Each swingline loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin.

Certain U.S. subsidiaries of the Company have agreed to guarantee the obligations of the Company under the Credit Agreement.

The Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the Credit Agreement contains financial covenants requiring the Company to maintain (i) a maximum total leverage ratio of not more than 4.00:1.00, with a step-down to, commencing with the fiscal quarter ending June 30, 2023, 3.75:1.00, and commencing with the fiscal quarter ending June 30, 2024, 3.50:1.00, and (ii) a minimum interest coverage ratio of 3.00:1:00. The Credit Agreement contains various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term Facilities and the Revolving Facility.

The foregoing summarizes some of the terms of the Facilities. However, the foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement and the Amendment.


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Uncommitted Credit Lines

We also have the ability to incur approximately $50 million of additional indebtedness pursuant to an uncommitted credit line, which we have used from time to time in the past for short-term working capital needs, but under which no borrowings were outstanding at the time of the distribution.


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PLAN OF DISTRIBUTION

The selling stockholders identified in this prospectus may offer, from time to time, up to an aggregate of 6,003,431 shares of our common stock. We are registering such shares under the terms of a stockholder’s and registration rights agreement between us and Enovis. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. We are not selling any shares of our common stock under this prospectus.

The selling stockholders and their successors, including their respective transferees, may sell all or a portion of the shares of our common stock directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of the shares. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The shares of our common stock may be sold in one or more transactions on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. Additionally, the selling stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The selling stockholders may use any one or more of the following methods when selling shares:

•

on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, including the NYSE in the case of the common stock;

•

in the over-the-counter market;

•

in transactions otherwise than on these exchanges or services or in the over-the-counter market;

•

through the writing or settlement of options or other hedging transactions, whether the options are listed on an options exchange or otherwise;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

a debt-for-equity exchange;

•

privately negotiated transactions;

•

settlement of short sales entered into after the effective date of the registration statement of which this prospectus forms a part;

•

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

In addition, any securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act or under Section 4(a)(1) of the Securities Act may be sold under such rules rather than pursuant to this prospectus or a prospectus supplement, subject to any restriction on transfer contained in the stockholder’s and registration rights agreement between us and Enovis.


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If the selling stockholders use an underwriter or underwriters for any offering, we will name them, and set forth the terms of the offering, in a prospectus supplement pertaining to such offering and, except to the extent otherwise set forth in such prospectus supplement, the selling stockholders will agree in an underwriting agreement to sell to the underwriters, and the underwriters will agree to purchase from the selling stockholders, the number of shares of our common stock set forth in such prospectus supplement. Any such underwriters may offer the shares of our common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

The underwriters may also propose initially to offer the shares of our common stock to the public at a fixed public offering price set forth on the cover page of the applicable prospectus supplement. The underwriters may be granted an option, exercisable for 30 days after the date of the applicable prospectus supplement, to purchase additional shares from the selling stockholders. In connection with an underwritten offering, we, our directors and officers, and/or other holders of our common stock may agree with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or exchangeable for shares of common stock for a period of time after such offering. We will file a post-effective amendment to the registration statement of which this prospectus is a part to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

In connection with an underwritten offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A covered short position is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. Naked short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the consummation of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

The selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of our common stock in the course of hedging the positions they assume. The selling stockholders may also sell short the shares and deliver common stock to close out short positions, or loan or pledge the shares to broker-dealers that in turn may sell these shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities that require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus and the applicable prospectus supplement, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus and the applicable prospectus supplement. The selling stockholders also may transfer and donate the shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and the applicable prospectus supplement.


		148

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The aggregate proceeds to the selling stockholders from the sale of the shares of our common stock will be the purchase price of the shares less discounts and commissions, if any.

In offering the shares of our common stock covered by this prospectus and the applicable prospectus supplement, the selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions. Any selling stockholder who is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory and regulatory liabilities, including liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

In order to comply with the securities laws of certain states, if applicable, the shares of our common stock must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless the shares are registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the shares of our common stock pursuant to this prospectus and the applicable prospectus supplement and to the activities of the selling stockholder. In addition, we will make copies of this prospectus and the applicable prospectus supplement available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the common stock. All of the foregoing may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

There can be no assurance that the selling stockholders will sell any or all of the common stock registered pursuant to the registration statement of which this prospectus forms a part.

At the time a particular offering of the shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the selling stockholder, the aggregate amount of shares being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the selling stockholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

We have agreed to indemnify the selling stockholders against certain liabilities, including certain liabilities under the Securities Act. We have also agreed, among other things, to bear substantially all expenses (other than underwriting discounts and certain fees) in connection with the registration and sale of the shares of our common stock covered by this prospectus and the applicable prospectus supplement. Agents and underwriters may be entitled to indemnification by us and the selling stockholders against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.

Agents and underwriters and their respective affiliates may engage in transactions with, or perform services for us in the ordinary course of business for which they may receive customary fees and reimbursement of expenses.

The estimated offering expenses payable by us, in addition to any underwriting discounts and certain fees that will be paid by the selling stockholders, will be described in the applicable prospectus supplement.


		149

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of certain U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock offered by this prospectus, but does not purport to be a complete analysis of all potential U.S. federal income tax effects.

The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that acquire our common stock in this offering and hold it as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons subject to the alternative minimum tax;

•

persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•

banks, insurance companies, and other financial institutions;

•

brokers, dealers or traders in securities or other persons that elect to use a mark-to-market method of accounting for their holdings in our common stock;

•

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

tax-exempt entities or governmental entities;

•

persons deemed to sell our common stock under the constructive sale provisions of the Code;

•

persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

•

tax-qualified retirement plans;

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•

persons that at any time own (or are deemed to own) or have (or are deemed to have) owned more than five percent (by vote or value) of our common stock (except to the extent specifically set forth below); and

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in an applicable financial statement.


		150

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships considering an investment in our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A “U.S. person” is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

Any distributions of cash or property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes and generally any portion of a distribution that exceeds our current and accumulated earnings and profits, will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock (determined separately with respect to each share of our common stock), but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty and the availability of a refund on any excess U.S. federal tax withheld.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, unless an applicable income tax treaty provides otherwise, the


		151

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder generally must furnish to the applicable withholding agent a valid IRS Form W-8ECI (or a suitable successor or substitute form), certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Unless an applicable income tax treaty provides otherwise, any such effectively connected dividends generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such Non-U.S. Holder’s effectively connected earnings and profits, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

The foregoing discussion is subject to the discussion below under “Information Reporting and Backup Withholding” and “Additional Withholding Tax on Payments Made to Foreign Accounts.”

Sale or Other Taxable Disposition

Subject to the discussion below regarding backup withholding, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain recognized upon the sale or other taxable disposition of our common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States;

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Unless an applicable income tax treaty provides otherwise, gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such Non-U.S. Holder’s effectively connected earnings and profits, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we are not currently or will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is “regularly traded” (as defined by applicable Treasury Regulations) on an established securities market, of which there can be no assurance, such common stock will be treated as U.S. real property interests only if you actually or constructively hold more than 5% of our common stock at any time during the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock so disposed.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.


		152

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, W-8ECI or other applicable IRS form, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld.

In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through non-U.S. office of a U.S. broker or a non-U.S. broker with specified connections to the United States generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker without specified connections to the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code and the rules and regulations promulgated thereunder (commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), regardless of whether such recipient is acting as an intermediary or a beneficial owner, unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. Under proposed Treasury Regulations, on which taxpayers generally may rely until final regulations are issued, withholding under FATCA does not apply to the gross proceeds of a disposition of our common stock.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.


		153

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

EXPERTS

The combined financial statements of the Fabrication Technology Business of Colfax Corporation as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, and the consolidated financial statements of ESAB Corporation as of December 31, 2021 and for the period from inception (May 19, 2021) to December 31, 2021 appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.


		154

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

LEGAL MATTERS

The validity of the common stock being offered by this prospectus will be passed upon for us by Gibson, Dunn & Crutcher LLP. Enovis is being represented in connection with any offering by Latham & Watkins LLP. Certain legal matters in connection with any underwritten offering will be passed upon for the underwriters by Cooley LLP.


		155

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

WHERE YOU CAN FIND MORE INFORMATION

We are currently subject to the periodic reporting and other information requirements of the Exchange Act and in accordance therewith file reports and other information with the SEC. You will find additional information about us in our SEC filings. Our SEC filings are available to you at the SEC’s Internet site at www.sec.gov. In addition, we will make the information filed with or furnished to the SEC available free of charge through our website at www.esabcorporation.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained in, or that can be accessed through, ESAB’s website is not incorporated by reference and is not part of this prospectus.

This prospectus contains summaries, believed to be accurate in all material respects, of certain terms of certain agreements, but reference is made to the actual agreements (copies of which will be made available upon request to ESAB or the initial purchasers) for complete information with respect thereto, and all such summaries are qualified in their entirety by this reference. Any such request should be directed to ESAB Corporation, at 909 Rose Avenue, 8th Floor, North Bethesda, MD 20852, Attention: General Counsel.


		156

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Fabrication Technology Business of Colfax Corporation


	Page
Report of Independent Registered Public Accounting Firm—Combined Financial Statements (Ernst & Young LLP, Baltimore, MD, Auditor Firm ID: 42)		F-2
Combined Statements of Operations		F-4
Combined Statements of Comprehensive Income		F-5
Combined Balance Sheets		F-6
Combined Statements of Equity		F-7
Combined Statements of Cash Flows		F-8
Notes to Combined Financial Statements		F-9
Note 1. Organization and Basis of Presentation		F-9
Note 2. Summary of Significant Accounting Policies		F-10
Note 3. Recently Issued Accounting Pronouncements		F-16
Note 4. Revenue		F-17
Note 5. Income Taxes		F-18
Note 6. Goodwill and Intangible Assets		F-22
Note 7. Property, Plant and Equipment, Net		F-23
Note 8. Inventories, Net		F-23
Note 9. Leases		F-24
Note 10. Equity		F-25
Note 11. Accrued and Other Liabilities		F-29
Note 12. Benefit Plans		F-31
Note 13. Financial Instruments and Fair Value Measurements		F-38
Note 14. Commitments and Contingencies		F-40
Note 15. Segment Information		F-41
Note 16. Acquisition		F-42
Note 17. Related Party Transactions		F-43
Financial Statement Schedule—Schedule II, Valuation and Qualifying Accounts		F-44

ESAB Corporation


	Page
Report of Independent Registered Public Accounting Firm - Consolidated Financial Statements (Ernst & Young LLP, Baltimore, MD, Auditor Firm ID: 42)		F-66
Consolidated Statement of Operations		F-67
Consolidated Statement of Comprehensive Loss		F-68
Consolidated Balance Sheet		F-69
Consolidated Statement of Equity		F-70
Consolidated Statement of Cash Flows		F-71
Notes to Consolidated Financial Statements		F-72
Note 1. Organization and Basis of Presentation		F-72
Note 2. Summary of Significant Accounting Policies		F-72
Note 3. Revenue		F-75
Note 4. Property, Plant and Equipment, Net		F-76
Note 5. Inventories, Net		F-76
Note 6. Leases		F-76
Note 7. Goodwill and Intangible Assets		F-77
Note 8. Income Taxes		F-78
Note 9. Financial Instruments and Fair Value Measurements		F-79
Note 10. Related Party Transactions		F-81


		F-1

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Colfax Corporation

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Fabrication Technology Business of Colfax Corporation (the Company) as of December 31, 2021 and 2020, the related combined statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in Item 15(a) (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.


		F-2

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83


		*Valuation of Goodwill*

Description of the Matter		At December 31, 2021, the Company’s goodwill allocated to the GCE reporting unit was $122 million. As discussed in Note 2 to the combined financial statements, goodwill is not amortized, but rather is subject to an annual impairment review, or more frequent reviews if events and circumstances indicate an impairment exists. Auditing the Company’s goodwill impairment tests and the assignment of goodwill was complex and highly judgmental due to the significant estimation required by management to determine the fair value of the reporting unit. In particular, the fair value estimates was sensitive to significant assumptions, such as changes in the discount rate, projected net sales and projected operating income metrics that are forward-looking and affected by future economic and market conditions.

How We Addressed the Matter in Our Audit		To test the estimated fair value of the GCE reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions used in the Company’s analysis, as well as testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to third-party industry data, and to the historical results of the GCE reporting unit. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the GCE reporting unit that would result from changes in key assumptions. We also involved internal valuation specialists to assist in our evaluation of the methodologies and significant assumptions used by the Company. In addition, we evaluated whether the composition of the reporting units reflected the organizational structure of the Company.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Baltimore, Maryland

February 22, 2022


		F-3

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

COMBINED STATEMENTS OF OPERATIONS

Dollars in thousands


	Year Ended December 31,
	2021			2020			2019
Net sales	$	2,428,115		$	1,950,069		$	2,247,026
Cost of sales		1,590,132			1,267,604			1,450,582

Gross profit		837,983			682,465			796,444
Selling, general and administrative expense		512,815			458,706			517,324
Restructuring and other related charges		18,954			21,633			23,040

Operating income		306,214			202,126			256,080
Pension settlement (gain) loss		(11,208	)		—			33,616
Interest (income) expense and other, net		(1,666	)		(3,713	)		997

Income before income taxes		319,088			205,839			221,467
Income tax expense		80,409			45,971			44,736

Net income		238,679			159,868			176,731
Less: income attributable to noncontrolling interest, net of taxes		3,569			2,454			3,823

Net income attributable to Fabrication Technology Business of Colfax Corporation	$	235,110		$	157,414		$	172,908

See Notes to Combined Financial Statements.


		F-4

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands


	Year Ended December 31,
	2021			2020			2019
Net income	$	238,679		$	159,868		$	176,731

Other comprehensive (loss) income:
Foreign currency translation, net of tax expense (benefit) of $740, $(1,598) and $435		(72,398	)		30,903			5,754
Changes in unrecognized pension and other post-retirement benefit (cost), net of tax benefit of $1,192, $367 and $3,757		7,482			(4,357	)		(24,250	)
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of pension and other post-retirement net actuarial gain (loss), net of tax expense of $0, $0 and $0		(825	)		632			(153	)

Other comprehensive (loss) income		(65,741	)		27,178			(18,649	)

Comprehensive income		172,938			187,046			158,082
Less: comprehensive (loss) income attributable to noncontrolling interest		(2,513	)		2,307			3,208

Comprehensive income attributable to Fabrication Technology Business of Colfax Corporation	$	175,451		$	184,739		$	154,874

See Notes to Combined Financial Statements.


		F-5

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

COMBINED BALANCE SHEETS

Dollars in thousands


	December 31,
	2021			2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	41,209		$	49,209
Trade receivables, less allowance for credit losses of $23,912 and $32,311		383,496			329,562
Inventories, net		420,062			313,386
Prepaid expenses		51,949			49,282
Other current assets		67,357			63,509

Total current assets		964,073			804,948
Property, plant and equipment, net		286,278			300,824
Goodwill		1,532,993			1,553,231
Intangible assets, net		521,434			577,352
Lease asset - right of use		107,944			95,044
Other assets		48,540			54,430

Total assets	$	3,461,262		$	3,385,829

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	345,480		$	241,269
Accrued liabilities		251,109			219,572

Total current liabilities		596,589			460,841
Other liabilities		362,945			380,221

Total liabilities		959,534			841,062

Parent’s equity:
Net Parent investment		2,921,623			2,898,831
Accumulated other comprehensive loss		(460,888	)		(396,203	)

Total Parent’s equity		2,460,735			2,502,628
Noncontrolling interest		40,993			42,139

Total equity		2,501,728			2,544,767

Total liabilities and equity	$	3,461,262		$	3,385,829

See Notes to Combined Financial Statements.


		F-6

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

COMBINED STATEMENTS OF EQUITY

Dollars in thousands


	Net Parent Investment			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at January 1, 2019	$	3,050,926		$	(405,494	)	$	43,239		$	2,688,671
Net income		172,908			—			3,823			176,731
Distributions to noncontrolling owners		—			—			(2,920	)		(2,920	)
Other comprehensive loss, net of tax benefit of $3,322		—			(18,034	)		(615	)		(18,649	)
Common stock-based award activity		5,875			—			—			5,875
Transfers to Parent, net		(171,043	)		—			2,538			(168,505	)

Balance at December 31, 2019		3,058,666			(423,528	)		46,065			2,681,203
Cumulative effect of accounting change		(3,716	)		—			(18	)		(3,734	)
Net income		157,414			—			2,454			159,868
Distributions to noncontrolling owners		—			—			(4,297	)		(4,297	)
Other comprehensive income (loss), net of tax benefit of $1,965		—			27,325			(147	)		27,178
Common stock-based award activity		6,436			—			—			6,436
Transfers to Parent, net		(319,969	)		—			(1,918	)		(321,887	)

Balance at December 31, 2020		2,898,831			(396,203	)		42,139			2,544,767
Net income		235,110			—			3,569			238,679
Distributions to noncontrolling owners		—			—			(3,713	)		(3,713	)
Other comprehensive loss, net of tax benefit of $452		—			(64,685	)		(1,056	)		(65,741	)
Common stock-based award activity		6,267			—			—			6,267
Transfers to Parent, net		(218,585	)		—			54			(218,531	)

Balance at December 31, 2021	$	2,921,623		$	(460,888	)	$	40,993		$	2,501,728

See Notes to Combined Financial Statements.


		F-7

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

COMBINED STATEMENTS OF CASH FLOWS

Dollars in thousands


	Year Ended December 31,
	2021			2020			2019
Cash flows from operating activities:
Net income	$	238,679		$	159,868		$	176,731
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges		75,899			76,644			80,072
Gain on sale of property, plant and equipment		(447	)		(3,370	)		(667	)
Pension settlement (gain) loss		(11,208	)		—			33,616
Stock-based compensation expense		6,267			6,436			5,875
Deferred income tax benefit		(8,644	)		(14,031	)		(22,624	)
Changes in operating assets and liabilities:
Trade receivables, net		(67,850	)		27,734			16,984
Inventories, net		(117,350	)		34,839			4,656
Accounts payable		114,502			7,056			(37,818	)
Other operating assets and liabilities		20,889			14,005			(6,993	)

Net cash provided by operating activities		250,737			309,181			249,832

Cash flows from investing activities:
Purchases of property, plant and equipment		(35,584	)		(40,138	)		(44,454	)
Proceeds from sale of property, plant and equipment		5,204			5,565			6,990
Acquisition, net of cash received		(4,885	)		—			—

Net cash used in investing activities		(35,265	)		(34,573	)		(37,464	)

Cash flows from financing activities:
Repayments of short-term borrowings		—			(190	)		(4,888	)
Proceeds from short-term borrowings		673			—			—
Distributions to noncontrolling interest holders		(3,713	)		(4,297	)		(2,920	)
Other financing		—			(49	)		(135	)
Transfers to Parent, net		(218,531	)		(321,887	)		(168,505	)

Net cash used in financing activities		(221,571	)		(326,423	)		(176,448	)

Effect of foreign exchange rates on Cash and cash equivalents		(1,901	)		(3,810	)		(2,055	)

(Decrease) increase in Cash and cash equivalents		(8,000	)		(55,625	)		33,865

Cash and cash equivalents, beginning of period		49,209			104,834			70,969

Cash and cash equivalents, end of period	$	41,209		$	49,209		$	104,834

See Notes to Combined Financial Statements.


		F-8

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS

1.	Organization and Basis of Presentation

On March 4, 2021, Colfax Corporation (“Colfax” or the “Parent”) announced its intention to spin off its existing Fabrication Technology business (“Spinco,” “ESAB” or the “Company”) into a separate publicly-traded company. The spin-off is targeted to be completed near the end of the first quarter of 2022 through a tax-free pro rata distribution of 90% of the common stock of ESAB (the “Distribution”) to Colfax shareholders. Colfax will operate under the new name Enovis Corporation (“Enovis”) upon the completion of the spin-off transaction.

ESAB Corporation, which was established on May 19, 2021, will be ESAB’s new ultimate parent company upon completion of the Distribution. On December 29, 2021, in anticipation of the Distribution, certain subsidiaries of the Company were transferred into the ownership of ESAB Corporation in a common-control transaction.

The Parent is a leading diversified technology company that provides fabrication technology and medical device products and services to customers around the world primarily under the ESAB and DJO brands.

The accompanying combined financial statements present the historical financial position, results of operations, cash flows and changes in the Parent’s equity of ESAB in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined financial statements.

ESAB is a global organization that develops, manufactures and supplies consumable welding and cutting products and equipment, as well as gas control equipment. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific.

The Company has historically operated as part of the Parent and not as a stand-alone company. The financial statements have been derived from the Parent’s historical accounting records and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain general and administrative expenses from the Parent’s corporate office. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of the Parent. Related party cost allocations are discussed further in Note 17, “Related Party Transactions.”

The Parent utilizes a centralized approach to cash management and financing of its operations. Financing transactions relating to the Company are accounted for through the Parent investment account of the Company. Accordingly, none of the Parent’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in these financial statements.

Net Parent investment, which includes retained earnings, represents the Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Parent have been included in the accompanying combined financial statements. Transactions with the Parent are reflected in the accompanying Combined Statements of Equity as “Transfers to Parent, net” and in the accompanying Combined Balance Sheets within “Net Parent investment.”


		F-9

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2.	Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s combined financial statements include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to ESAB. All intracompany accounts within ESAB’s businesses have been eliminated. All significant intercompany transactions between ESAB and other Colfax entities have been recorded through Net Parent investment.

Equity Method Investments

Investments accounted for under the equity method are initially recorded at the amount of the Company’s initial investment and adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. All equity investments are reviewed periodically for indications of other-than-temporary impairment, including, but not limited to, significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees. If the decline in fair value is considered to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new carrying value.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services.

The Company provides a variety of products and services to its customers. Most of the Company’s contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts that include multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the stand-alone selling price of each identified performance obligation. A significant majority of our revenue relates to the shipment of off-the-shelf products that is recognized when control is transferred to the customer. On a limited basis, we have agreements with customers that have multiple performance obligations. In determining whether there are multiple performance obligations, we first assess the goods or services promised in the customer arrangement and then consider the guidance in ASC 606, Revenue from Contracts with Customers, to evaluate whether goods and services are capable of being distinct and are considered distinct within the customer arrangement. To determine whether promised goods or services are separately identifiable (i.e., whether a promise to transfer a good or service is distinct in the context of the contract), we evaluate whether the contract is to deliver (1) multiple promised goods or services or (2) a combined item that comprises the individual goods or services promised in the contract. Substantially all revenue involving development and application engineering projects consists of a single performance obligation and is recognized at a point in time.

A majority of revenue recognized by the Company relates to contracts with customers for standard or off-the-shelf products. As control typically transfers to the customer upon shipment of the product in these circumstances, revenue is generally recognized at that point in time. Revenue recognition and billing typically occur simultaneously for contracts recognized at a point in time. Therefore we do not have material revenues in excess of customer billings or billings to customers in excess of recognized revenues. Refer to Note 11, “Accrued and Other Liabilities” for additional information on the Company’s contract liability balances.

For service contracts, the Company recognizes revenue ratably over the period of performance as the customer simultaneously receives and consumes the benefits of the services provided. The Company applies the available practical expedient involving the existence of a significant financing component. As the Company generally does not receive payments greater than one year in advance or arrears of revenue recognition, the Company does not consider any arrangements to include financing components.


		F-10

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The period of benefit for the Company’s incremental costs of obtaining a contract generally have less than a one-year duration; therefore, the Company applies the practical expedient available and expenses costs to obtain a contract when incurred.

Taxes Collected from Customers and Remitted to Governmental Authorities

The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis within Net sales in the Combined Statements of Operations and are recorded as a component of Accrued liabilities in the Combined Balance Sheets until remitted to the respective taxing authority.

Research and Development Expense

Research and development costs of $39.7 million, $34.8 million and $32.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, are expensed as incurred and are included in Selling, general and administrative expense in the Combined Statements of Operations. These amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects.

Interest (Income) Expense and Other, Net

Interest (income) expense and other, net is comprised of interest bearing deposits of certain foreign subsidiaries and certain other non-operating income items, including certain pension-related activities.

Cash and Cash Equivalents

Cash and cash equivalents include all financial instruments purchased with an initial maturity of three months or less.

Trade Receivables

Trade receivables are presented net of an allowance for credit losses. The Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments as of January 1, 2020. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Estimated credit losses are reviewed periodically by management.

Inventories

Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing activities are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined using the last-in, first-out method (“LIFO”). The value of inventory stated on a LIFO basis as of December 31, 2021 and 2020 was $142.4 million and $105.1 million, respectively. Cost of other inventories is determined by costing methods that approximate a first-in, first-out basis. The valuation of LIFO inventories is made at end of each year based on inventory levels and costs at that time.

The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product. The Company records a charge to Cost of sales for any amounts required to reduce the carrying value of inventories to its net realizable value.


		F-11

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Property, Plant and Equipment

Property, plant and equipment, net is stated at historical cost, which includes the fair values of such assets acquired through acquisitions. Repair and maintenance expenditures are expensed as incurred unless the repair extends the useful life of the asset.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company.

The Company evaluates the recoverability of Goodwill and indefinite-lived intangible assets annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. The annual impairment test date elected by the Company is the first day of its fourth quarter. Goodwill and indefinite-lived intangible assets are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. The Company currently has three reporting units: Americas, EMEA & APAC and Gas Control Equipment (“GCE”). The GCE business was acquired on October 1, 2018.

Goodwill was allocated to the Americas and EMEA & APAC reporting units on a relative fair value basis as of January 1, 2018. For GCE, goodwill has been allocated based on the acquired goodwill on its acquisition date.

In the evaluation of goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If the Company determines that it is more likely than not for a reporting unit’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not for a reporting unit’s fair value to be less than its carrying value, a calculation of the reporting unit’s fair value is performed and compared to the carrying value of that reporting unit. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the reporting unit’s carrying value over its fair value.

For the year ended December 31, 2021, a quantitative annual impairment test of Goodwill was performed for the GCE reporting unit while qualitative assessments were performed for the remaining two reporting units. A quantitative annual impairment test of Goodwill for each of the Company’s three reporting units was performed for the year ended December 31, 2020, while a qualitative assessment was performed for the year ended December 31, 2019, all of which indicated no impairment existed. Therefore, no impairment charges were recorded for the three years ended December 31, 2021. No material events that would represent impairment indicators have occurred subsequent to the performance of the 2021 annual impairment test.

In the evaluation of indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying value. If the Company determines that it is more likely than not for the indefinite-lived


		F-12

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

intangible asset’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying value, a fair value calculation is performed and compared to the carrying value of the asset. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company measures the fair value of its indefinite-lived intangible assets using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated. Quantitative impairment tests were performed for all the indefinite-lived trade name brands for the years ended December 31, 2021 and 2020, while a combination of quantitative impairment tests and qualitative assessments were performed for the year ended December 31, 2019, all of which indicated no impairment existed.

Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets

Definite-lived intangible assets primarily represent acquired trade names, customer relationships, acquired technology and software license agreements. The Company generally uses accelerated methods of amortization with lives ranging from ten to thirty years and in certain instances uses a straight-line amortization method with useful lives generally ranging from ten to fifteen years.

The Company assesses its long-lived assets and definite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected cash flows are less than the carrying amounts, an impairment loss equal to the difference between the carrying amount of the asset and its fair value would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. Assets held for sale are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques.

Derivatives

For all instruments designated as hedges, including cash flow hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and the strategy for using the hedging instrument. The Company assesses whether the relationship between the hedging instrument and the hedged item is highly effective at offsetting changes in the fair value both at inception of the hedging relationship and on an ongoing basis. For cash flow hedges, unrealized gains and losses are recognized as a component of Accumulated other comprehensive loss in the Combined Balance Sheets to the extent that it is effective at offsetting the change in the fair value of the hedged item and realized gains and losses are recognized in the Combined Statements of Operations consistent with the underlying hedged instrument.

The Company does not enter into derivative contracts for speculative purposes.

See Note 13, “Financial Instruments and Fair Value Measurements” for additional information regarding the Company’s derivative instruments.

Warranty Costs

Estimated expenses related to product warranties are accrued as the revenue is recognized on products sold to customers and included in Cost of sales in the Combined Statements of Operations. Estimates are established using historical information as to the nature, frequency, and average costs of warranty claims.


		F-13

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Income Taxes

The Company’s domestic and foreign operating results are included in the income tax returns of Colfax. The Company accounts for income taxes under the separate return method. Under this approach, the Company determines its deferred tax assets and liabilities and related tax expense as if it were filing separate tax returns. The accompanying Combined Balance Sheets do not contain current income tax payable or other long-term income tax payable liabilities, with the exception of certain unrecognized tax benefits for which ESAB could reasonably be considered to be the primary obligor. The amounts are deemed settled with Colfax when due and therefore are included in Parent’s equity.

Income taxes for the Company are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Combined Financial Statements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets and liabilities are reported in Other assets and Other liabilities in the Combined Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Income tax expense in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred.

Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through Income tax expense and are based on changes in facts and circumstances regarding realizability of deferred tax assets.

The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Company’s income tax liability. The Company recognizes interest and penalties related to unrecognized income tax benefits in Income tax expense in the Combined Statements of Operations.

Foreign Currency Exchange Gains and Losses

The Company’s financial statements are presented in U.S. dollars. The functional currencies of the Company’s operating subsidiaries are generally the local currencies of the countries in which each subsidiary is located. Assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance sheet date. The amounts recorded in each year in Foreign currency translation are net of income taxes to the extent the underlying equity balances in the entities are not deemed to be permanently reinvested. Revenues and expenses are translated at average rates of exchange in effect during the year.

Transactions in foreign currencies are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated for inclusion in the Combined Balance Sheets are recognized in Selling, general and administrative expense or Interest (income) expense and other, net in the Combined Statements of Operations for that period.


		F-14

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company’s net foreign transaction gains and losses included within the Combined Statements of Operations:


	Year Ended December 31,
	2021		2020		2019
	(In thousands)
Selling, general and administrative expense	$	2,195	$	788	$	(960	)
Interest (income) expense and other, net		191		313		(108	)

Foreign currency transaction loss (gain), net	$	2,386	$	1,101	$	(1,068	)

Stock-Based Compensation

Certain employees of the Company participate in the Parent’s stock-based compensation plans which include stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). The Company accounts for stock-based compensation incurred by the Parent by measuring the cost of employee services received in exchange for all awards granted based on the fair value of the award as of the grant date. Stock-based compensation expense is recognized net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award and recorded within Selling, general and administrative expense within the Combined Statements of Operations. Refer to Note 10, “Equity” for additional information on the stock-based compensation plans of the Parent in which certain employees of the Company participate.

Pension

The Company measures its pension assets and obligations that determine the funded status as of the end of the Company’s fiscal year, and recognizes an asset for an overfunded status or a liability for an underfunded status in its Combined Balance Sheets. Changes in the funded status of the pension plans are recognized in the year in which the changes occur and reported in Other comprehensive income (loss). Refer to Note 12, “Benefit Plans” for additional information on the Company’s pension plans.

Use of Estimates

The Company makes certain estimates and assumptions in preparing its Combined Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenues and expenses for the period presented. Actual results may differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to current year presentations, including certain items within Note 8, “Inventories, Net.”


		F-15

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

3.	Recently Issued Accounting Pronouncements

Accounting Guidance Implemented in 2021


Standards Adopted	Description	Effective Date
ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans	The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The adoption of this ASU did not have a material impact on the Company’s Combined Financial Statements.	January 1, 2021

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes	The ASU eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of accounting for income taxes. The Company adopted this ASU as of January 1, 2021 on a prospective basis, and the adoption did not have a material impact on the Company’s Combined Financial Statements.	January 1, 2021

Accounting Guidance Implemented in 2020


Standards Adopted	Description	Effective Date
ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The ASU eliminates the probable initial recognition threshold under current GAAP and broadens the information an entity must consider when developing its expected credit loss estimates to include forward-looking information. The standard applies to most financial assets held at amortized costs, as well as certain other instruments. Under the current expected credit loss (“CECL”) model, entities must estimate losses over the entire contractual term of the asset from the date of initial recognition. In determining expected losses, consideration must be given to historical loss experience, current conditions, and reasonable and supportable forecasts incorporating forward-looking information. The Company adopted Topic 326 on January 1, 2020 using a modified retrospective transition method, which requires a cumulative-effect adjustment to the opening balance sheet of retained earnings to be recognized on the date of adoption without restating prior periods. The adoption of this ASU increased allowance for credit losses and deferred tax assets by $4.7 million and $1.0 million, respectively, as of January 1, 2020. As a result, the cumulative-effect adjustment to Net Parent investment as of January 1, 2020 was $3.7 million.	January 1, 2020


		F-16

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)


Standards Adopted	Description	Effective Date

ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement	The ASU modifies the disclosure requirements for fair value measurements. The adoption of this standard did not result in any changes to the current disclosures, as the requirements modified by the ASU are not applicable or are immaterial for disclosure.	January 1, 2020

4.	Revenue

The Company develops, manufactures and supplies consumable welding and cutting products and equipment, as well as gas control equipment. The Company provides a wide range of products with innovative technologies to solve challenges in a range of industries, including cutting, joining and automated welding. Substantially all revenue is recognized at a point in time. The Company disaggregates its revenue into the following product groups:


	Year Ended December 31,
	2021		2020		2019
	(In thousands)
Equipment	$	758,267	$	607,504	$	703,024
Consumables		1,669,848		1,342,565		1,544,002

Total	$	2,428,115	$	1,950,069	$	2,247,026

The sales mix in the above table is relatively consistent across both reportable segments. The consumables product grouping generally has less production complexity and shorter production cycles than equipment products.

Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of December 31, 2021 is immaterial.

In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2021, 2020 and 2019, total contract liabilities were $22.3 million, $21.6 million and $14.8 million respectively, and are included in Accrued liabilities on the Combined Balance Sheets. During the years ended December 31, 2021 and 2020, all amounts included in the contract liability balance at the beginning of the respective year were recognized as revenue in the following year.

Allowance for Credit Losses

The Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments as of January 1, 2020. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management elected to disaggregate trade receivables into geographic regions due to risk characteristics unique to each region given the individual lines of business and market.

The Company leveraged historical write-offs over a defined lookback period in deriving a historical loss rate. The expected credit loss model further considers current conditions and reasonable and supportable forecasts using an adjustment for current and projected macroeconomic factors. Management identified appropriate macroeconomic indicators based on tangible correlation to historical losses considering the location and risks associated with the Company.


		F-17

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Combined Balance Sheets is as follows:


	Year Ended December 31, 2021
	Balance at Beginning of Period		Charged to Expense, net			Write-Offs and Deductions			Foreign Currency Translation			Balance at End of Period
	(In thousands)
Allowance for credit losses	$	32,311	$	(494	)	$	(6,931	)	$	(974	)	$	23,912

5.	Income Taxes

The operating results of the Company are included in the federal and state income tax returns of the Parent for all periods presented. The Company accounts for income taxes under the separate return method. Under this approach, the Company allocates current and deferred taxes to each entity as if it had filed tax returns as a separate taxpayer from the Parent. In that situation, the sum of the amounts allocated to individual entities may not equal the consolidated amount of the Parent. The Company’s pre tax operating results exclude any intercompany financing arrangements between entities and include any transactions with its Parent as if it was an unrelated party.

Income before income taxes and Income tax expense consisted of the following:


	Year Ended December 31,
	2021			2020			2019
	(In thousands)
Income before income taxes:
Domestic operations	$	10,140		$	14,505		$	49,849
Foreign operations		308,948			191,334			171,618

	$	319,088		$	205,839		$	221,467

Income tax expense:
Current:
Federal	$	18,477		$	9,262		$	17,950
State		1,797			921			1,425
Foreign		68,779			49,819			47,985

		89,053			60,002			67,360

Deferred:
Federal		(12,700	)		(8,698	)		(7,495	)
State		161			(677	)		(4,219	)
Foreign		3,895			(4,656	)		(10,910	)

		(8,644	)		(14,031	)		(22,624	)

	$	80,409		$	45,971		$	44,736


		F-18

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The Company’s Income tax expense differs from the amount that would be computed by applying the U.S. federal statutory rate as follows:


	Year Ended December 31,
	2021			2020			2019
	(In thousands)
Taxes calculated at the U.S. federal statutory rate	$	67,008		$	42,820		$	46,876
State taxes		1,933			245			(2,794	)
Effect of tax rates on international operations		(8,879	)		(572	)		832
Changes in tax reserves		2,734			1,346			740
Non-taxable dividends		(46	)		(2,675	)		(4,725	)
Research and development tax credits		(587	)		(1,351	)		(1,382	)
Effect of U.S. taxation on international operations		(313	)		(1,634	)		(1,033	)
Permanently deductible/taxable items in international jurisdictions		483			1,284			(126	)
Provision to return		(3,968	)		1,053			2,998
Withholding taxes		9,567			6,108			5,098
Capital gain		12,371			—			—
Other		106			(653	)		(1,748	)

Income tax expense	$	80,409		$	45,971		$	44,736

The Company’s effective tax rate for 2021 differs from the U.S. Federal statutory rate of 21% principally due to capital gains on current year transactions relating to foreign subsidiaries and withholding taxes incurred on dividends offset by the Company’s earnings outside the U.S. that are taxed at different rates rather than the U.S. Federal statutory rate. The Company’s effective tax rate in 2020 and 2019 differs from the U.S. Federal statutory tax rate of 21% due principally to the Company’s earnings outside the U.S. that are taxed at different rates rather than the U.S. federal statutory rate, U.S. research and development tax credits, the impact of U.S taxation of foreign operations, and non-taxable dividends in international jurisdictions offset by withholding taxes on dividends.

The Company’s income tax payable or receivable computed under the separate return method is adjusted to equity as it does not represent a liability or asset with the relevant taxing authorities since the Company is part of the Parent’s tax return filed with taxing authorities.


		F-19

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Deferred income taxes, net reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. All deferred tax assets and liabilities have been classified as noncurrent and are included in Other assets and Other liabilities in the accompanying Combined Balance Sheets. The significant components of deferred tax assets and liabilities are as follows:


	December 31,
	2021			2020
	(In thousands)
Deferred tax assets:
Post-retirement benefit obligation	$	4,430		$	3,944
Expenses currently not deductible		29,245			26,686
Net operating loss carryforward		22,374			26,782
Tax credit carryforward		—			3,605
Depreciation and amortization		16,450			4,574
Inventory		138			—
Other		24,648			24,999
Valuation allowance		(15,465	)		(12,647	)

Deferred tax assets, net	$	81,820		$	77,943

Deferred tax liabilities:
Depreciation and amortization	$	(135,726	)	$	(147,235	)
Inventory		—			(7,448	)
Outside basis differences and other		(108,542	)		(96,450	)

Total deferred tax liabilities	$	(244,268	)	$	(251,133	)

Total deferred tax liabilities, net	$	(162,448	)	$	(173,190	)

Deferred tax assets and liabilities are classified as non current and are included in Other assets and Other liabilities in the accompanying Combined Balance Sheets on a net jurisdictional basis as follows:


	December 31,
	2021			2020
	(In thousands)
Other assets	$	9,357		$	14,508
Other liabilities		(171,805	)		(187,698	)

Deferred tax liability, net	$	(162,448	)	$	(173,190	)

The Company evaluates the recoverability of its deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more likely than not basis. To the extent a portion or all of the applicable deferred tax assets do not meet the more likely than not threshold, a valuation allowance is recorded. During the year ended December 31, 2021, the valuation allowance increased from $12.6 million to $15.5 million with a net increase of $3.8 million recognized as an increase to Income tax expense, and a $0.9 million decrease related to changes in foreign currency rates. Consideration was given to tax planning strategies and when applicable, future taxable income as to how much of the relevant deferred tax asset could be realized on a more likely than not basis.


		F-20

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The Company has U.S. Federal net operating loss carryforwards of $23.5 million at December 31, 2021 expiring in years 2028 through 2036. The Company’s ability to use these various carryforwards to offset any taxable income generated in future taxable periods may be limited under Section 382 and other federal tax provisions. At December 31, 2021 the Company also has $86.4 million foreign net operating loss carryforwards primarily in Brazil, the Netherlands, Sweden, and the United Kingdom that may be subject to local tax restrictive limitations including changes in ownership. The foreign net operating losses can be carried forward indefinitely, except in applicable jurisdictions that make up less than five percent of the available net operating losses.

For the year ended December 31, 2021, all undistributed earnings of the Company’s foreign subsidiaries, which are indefinitely reinvested outside the U.S., were provisionally estimated to be $168.2 million. The Company has assessed a total deferred tax liability of $0.2 million as of December 31, 2021 on such earnings that have not been indefinitely reinvested. This is a decrease of $1.7 million as compared to the deferred tax liability as of December 31, 2020.

The Company records a liability for unrecognized income tax benefits for the amount of benefit included in its previously filed income tax returns and in its financial results expected to be included in income tax returns to be filed for periods through the date of its Combined Financial Statements for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (inclusive of associated interest and penalties):


	(In thousands)
Balance, January 1, 2019	$	33,223
Addition for tax positions taken in prior periods		2,794
Addition for tax positions taken in the current period		166
Reductions resulting from a lapse of applicable statute of limitations		(2,219	)
Other, including the impact of foreign currency translation and U.S. tax rate changes		50

Balance, December 31, 2019		34,014
Addition for tax positions taken in prior periods		2,785
Addition for tax positions taken in the current period		569
Reductions resulting from a lapse of applicable statute of limitations		(1,827	)
Other, including the impact of foreign currency translation and U.S. tax rate changes		(340	)

Balance, December 31, 2020		35,201
Addition for tax positions taken in prior periods		738
Addition for tax positions taken in the current period		2,987
Reductions related to settlements with taxing authorities		(425	)
Reductions resulting from a lapse of applicable statute of limitations		(565	)
Other, including the impact of foreign currency translation and U.S. tax rate changes		(255	)

Balance, December 31, 2021	$	37,681

The Parent is routinely examined by tax authorities around the world. Tax examinations remain in process in multiple countries, including but not limited to the United States, Germany, Indonesia, the Netherlands, Switzerland, Mexico, Brazil, Colombia, Peru, Russia, Italy and various U.S. states. The Company files numerous group and separate tax returns in U.S. federal and state jurisdictions, as well as international jurisdictions. In the U.S., tax years dating back to 2009 remain subject to examination, due to tax attributes available to be carried forward to open or future tax years. With some exceptions, other major tax jurisdictions generally are not subject to tax examinations for years beginning before 2015.


		F-21

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The Company’s total unrecognized tax benefits were $37.7 million, $35.2 million and $34.0 million as of December 31, 2021, 2020 and 2019, respectively, inclusive of $6.2 million, $5.2 million and $4.6 million respectively, of interest and penalties. The Company records interest and penalties on uncertain tax positions as a component of Income tax expense, which was $0.9 million, $0.7 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Due to the difficulty in predicting with reasonable certainty when tax audits will be fully resolved and closed, the range of reasonably possible significant increases or decreases in the liability for unrecognized tax benefits that may occur within the next 12 months is difficult to ascertain. Currently, the Company estimates that it is reasonably possible that the expiration of various statutes of limitations, resolution of tax audits and court decisions may reduce its tax expense in the next 12 months up to $2.7 million.

6.	Goodwill and Intangible Assets

The following table summarizes Goodwill activity by segment for the years ended December 31, 2021 and 2020:


	Americas			EMEA & APAC⁽¹⁾			Total
	(In thousands)
Balance, January 1, 2020	$	530,481		$	999,115		$	1,529,596
Impact of foreign currency translation		(7,704	)		31,339			23,635

Balance, December 31, 2020		522,777			1,030,454			1,553,231
Goodwill attributable to acquisition		4,159			—			4,159
Impact of foreign currency translation		(7,782	)		(16,615	)		(24,397	)

Balance, December 31, 2021	$	519,154		$	1,013,839		$	1,532,993

(1)	Includes amounts relating to the GCE reporting unit of $121.7 million and $130.2 million as of December 31, 2021 and 2020, respectively.

The following table summarizes the Company’s Intangible assets, excluding Goodwill:


	December 31,
	2021					2020
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(In thousands)
*Indefinite-Lived Intangible Assets*
Trade names	$	199,484	$	—		$	212,048	$	—
*Definite-Lived Intangible Assets*
Acquired customer relationships		448,839		(185,071	)		461,112		(164,846	)
Acquired technology		71,503		(49,276	)		72,121		(45,337	)
Acquired trade names		16,550		(8,754	)		19,573		(7,617	)
Software		91,547		(67,888	)		86,785		(63,470	)
Other intangible assets		22,800		(18,300	)		22,811		(15,828	)

	$	850,723	$	(329,289	)	$	874,450	$	(297,098	)

Amortization expense related to intangible assets of $42.1 million, $41.8 million and $41.6 million for the years ended December 31, 2021, 2020 and 2019, respectively, are included in the Selling, general and administrative expense in the Combined Statements of Operations.


		F-22

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

See Note 2, “Summary of Significant Accounting Policies” for discussion regarding impairment of Intangible assets.

Expected Amortization Expense

The Company’s expected annual amortization expense for intangible assets for the next five years is as follows:


	December 31, 2021
	(In thousands)
2022	$	37,664
2023		32,288
2024		26,560
2025		25,365
2026		24,142

7.	Property, Plant and Equipment, Net


			December 31,
	Depreciable Life		2021			2020
	(In years)		(In thousands)
Land		n/a	$	16,028		$	16,888
Buildings and improvements		5-40		172,835			169,669
Machinery and equipment		3-15		362,074			357,957

				550,937			544,514
Accumulated depreciation				(264,659	)		(243,690	)

			$	286,278		$	300,824

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $32.5 million, $32.9 million and $35.0 million, respectively.

8.	Inventories, Net

Inventories, net consisted of the following:


	December 31,
	2021			2020⁽¹⁾
	(In thousands)
Raw materials	$	148,376		$	108,821
Work in process		39,595			30,826
Finished goods		268,831			201,407

		456,802			341,054
LIFO reserve		1,129			13,851
Less: allowance for excess, slow-moving and obsolete inventory		(37,869	)		(41,519	)

	$	420,062		$	313,386

(1)	Certain immaterial classification adjustments were made to enhance conformity with the current year presentation.


		F-23

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The valuation of LIFO inventories is made at the end of the year based on inventory levels and costs at that time. At December 31, 2021 and 2020, approximately 33.9% and 33.6% of total inventories, respectively, were valued using the LIFO method.

9.	Leases

The Company leases certain office spaces, warehouses, production facilities, vehicles, and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. The Company determines the lease term by assuming options that are reasonably certain of being renewed will be exercised. Certain of the Company’s leases include rental payments adjusted for inflation. The right-of-use lease asset is recorded on the Combined Balance Sheets, with the current lease liability being included in Accrued liabilities and noncurrent lease liability being included in Other liabilities. Operating lease expense was $23.0 million, $21.6 million and $24.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.


	December 31, 2021
	(In thousands)
Future lease payments by year:
2022	$	23,438
2023		19,752
2024		14,581
2025		10,743
2026		9,269
Thereafter		49,692

Total		127,475
Less: present value discount		(18,231	)

Present value of lease liabilities	$	109,244

Weighted-average remaining lease term (in years):
Operating leases		9.7
Weighted-average discount rate:
Operating leases		3.3	%


		F-24

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

10.

Equity

Accumulated Other Comprehensive Loss

The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019. All amounts are net of tax and noncontrolling interest, if any.


	Net Unrecognized Pension And Other Post- Retirement Benefit Cost			Foreign Currency Translation Adjustment			Total
	(In thousands)
Balance at January 1, 2019	$	245		$	(405,739	)	$	(405,494	)

Other comprehensive income (loss) before reclassifications:
Net actuarial loss		(24,176	)		—			(24,176	)
Foreign currency translation adjustment		197			6,098			6,295

Other comprehensive (loss) income before reclassifications		(23,979	)		6,098			(17,881	)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾		(153	)		—			(153	)

Net current period Other comprehensive (loss) income		(24,132	)		6,098			(18,034	)

Balance at December 31, 2019		(23,887	)		(399,641	)		(423,528	)

Other comprehensive income (loss) before reclassifications:
Net actuarial loss		(4,328	)		—			(4,328	)
Foreign currency translation adjustment		(1,791	)		32,816			31,025

Other comprehensive (loss) income before reclassifications		(6,119	)		32,816			26,697
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾		628			—			628

Net current period Other comprehensive (loss) income		(5,491	)		32,816			27,325

Balance at December 31, 2020		(29,378	)		(366,825	)		(396,203	)

Other comprehensive income (loss) before reclassifications:
Net actuarial gain		7,479			—			7,479
Foreign currency translation adjustment		1,534			(72,867	)		(71,333	)

Other comprehensive income (loss) before reclassifications		9,013			(72,867	)		(63,854	)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾		(831	)		—			(831	)

Net current period Other comprehensive income (loss)		8,182			(72,867	)		(64,685	)

Balance at December 31, 2021	$	(21,196	)	$	(439,692	)	$	(460,888	)

(1)	Included in the computation of net periodic benefit cost. See Note 12, “Benefit Plans” for additional details.


		F-25

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

During the years ended December 31, 2021, 2020 and 2019, Noncontrolling interest decreased by $1.1 million, $0.1 million and $0.6 million, respectively, as a result of Other comprehensive loss, primarily due to foreign currency translation adjustments.

Share-Based Payments

On May 21, 2020, the shareholders of the Parent approved the Colfax Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which replaced the Colfax Corporation 2016 Omnibus Incentive Plan dated May 13, 2016 (the “2016 Plan”). Upon the approval of the 2020 Plan, no additional ordinary shares were to be granted under the previously approved plans. All awards previously granted and outstanding under the prior plans remain subject to the terms of those prior plans. The 2020 Plan provides the Compensation Committee of Colfax’s Board of Directors (the “Parent Compensation Committee”) discretion in creating employee equity incentives. Awards under the 2020 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock, performance-based stock units, dividend equivalents, and other stock-based awards.

The Company has no stock-based compensation plans. Certain employees of the Company participate in the Parent’s stock-based compensation plans. The Parent measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Combined Statements of Operations, as payroll costs of the employees receiving the awards are recorded in the same line item.

The Company’s Combined Statements of Operations reflect the following amounts related to stock-based compensation:


	Year Ended December 31,
	2021		2020		2019
	(In thousands)
Stock-based compensation expense	$	6,267	$	6,436	$	5,875
Deferred tax benefit		437		540		536

As of December 31, 2021, the Company had $10.6 million of unrecognized compensation expense related to stock-based awards that will be recognized over an approximate 1.0 year remaining term. The intrinsic value of awards exercised or issued upon vesting was $9.2 million, $4.8 million and $2.9 million during the years ended December 31, 2021, 2020 and 2019, respectively.

In addition to stock compensation expense related to direct employees of the Company, stock compensation expense related to certain corporate employees of the Parent was allocated to the Company based on the Company’s proportional share of total Parent revenues. For the years ended December 31, 2021, 2020 and 2019, $2.6 million, $3.0 million and $2.2 million, respectively, was allocated to the Company.

Stock Options

Under the 2020 Plan, the Parent may grant options to purchase common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Parent’s common stock on the date of grant.

Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Parent recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. The following table shows the weighted-


		F-26

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

average assumptions used to calculate the fair value of stock option awards using the Black-Scholes option pricing model, as well as the weighted-average fair value of options granted:


	Year Ended December 31,
	2021			2020			2019
Expected period that options will be outstanding (in years)		4.5			4.5			4.5
Interest rate (based on U.S. Treasury yields at the time of grant)		0.61	%		1.14	%		2.45	%
Volatility		43.10	%		37.36	%		34.61	%
Dividend yield		—			—			—
Weighted-average fair value of options granted	$	16.23		$	12.15		$	8.76

During the years ended December 31, 2021, 2020 and 2019, expected volatility was estimated based on the historical volatility of Colfax’s stock price. The Parent considers historical data to estimate employee termination within the valuation model. The Parent has elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110.

Stock option activity of ESAB participants under the Parent’s stock plan is as follows:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value⁽¹⁾ (In thousands)
Outstanding at January 1, 2021		902,446		$	35.92
Granted		94,138			44.91
Exercised		(238,668	)		31.50
Forfeited and expired		(97,953	)		57.50

Outstanding at December 31, 2021		659,963			35.61		3.63	$	7,069

Vested or expected to vest at December 31, 2021		647,129			35.54		3.63	$	7,031

Exercisable at December 31, 2021		432,858			35.25		2.88	$	4,924

(1)

The total intrinsic value of options exercised during the years ended December 31, 2021 2020 and 2019 was $3.7 million, $0.4 million and $0.1 million, respectively. The fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was $1.9 million, $2.4 million and $1.8 million, respectively.

Restricted Stock Units

Under the 2020 Plan, the Parent Compensation Committee may award performance-based restricted stock units (“PRSUs”), the vesting of which is contingent upon meeting service conditions and various performance goals.

During the years ended December 31, 2021, 2020 and 2019, the Parent granted certain employees PRSUs, the vesting of which is fully based on the Parent’s total shareholder return (“TSR”) ranking among a peer group over a three-year performance period. The awards also have a service requirement that equals the respective performance periods.


		F-27

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2018, PRSUs were awarded under the 2016 Plan based upon two discrete measures: a profit performance metric and relative TSR. The profit performance metric, which accounts for 50% of the PRSU award upon issuance, is measured upon the completion of a three-year performance period ending December 31, 2020. The remaining 50% of the PRSU award is tied exclusively to relative TSR performance, which was measured against the three-year TSR of a custom index of companies. TSR relative to peers is considered a market condition under applicable authoritative guidance, while the profit performance metric is considered a performance condition. In the first quarter of 2021, it was determined that 200% of the profit performance metric was achieved and 78% of the relative TSR metric was achieved in accordance with the applicable criteria established by the Parent Compensation Committee.

PRSUs with TSR conditions are valued at grant date using a binomial-lattice model (i.e., Monte Carlo simulation model), while PRSUs with company-specific profit performance metric are valued at the market value of a share of Common stock on the date of grant taking into consideration the probability of achieving the specified performance goal. The Parent estimates the ultimate payout of PRSUs with a profit performance metric and adjusts the cumulative expense based on its estimate and the percent of the requisite service period that has elapsed. PRSUs with TSR conditions are recognized on a straight-line basis over the performance periods regardless of the performance condition achievement because the probability is factored into the valuation of the award. The related compensation expense for each of the awards is recognized, on a straight-line basis, over the vesting period.

Under the 2020 Plan, the Parent Compensation Committee may also award non-performance-based restricted stock units (“RSUs”) to select executives, employees and outside directors, which typically vest three years after the date of grant. With limited exceptions, the employee must remain in service until the vesting date. The Parent Compensation Committee determines the terms and conditions of each award, including any restriction period and other criteria applicable to the awards.

The activity of ESAB participants in the Parent’s PRSUs and RSUs is as follows:


	PRSUs					RSUs
	Weighted-Average					Weighted-Average
	Number of Units			Grant-Date Fair Value		Number of Units			Grant-Date Fair Value
Nonvested at January 1, 2021		63,592		$	37.39		228,006		$	33.30
Granted		25,709			44.60		212,492			45.94
Vested		(24,631	)		33.10		(93,452	)		32.76
Forfeited and expired		—			—		(46,387	)		36.66

Nonvested at December 31, 2021		64,670			41.89		300,659			41.66

The weighted-average grant-date fair value of PRSUs granted during the year ended December 31, 2020 and 2019 was $47.68 and $27.53, respectively. The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2020 and 2019 was $35.53 and $27.76, respectively.

The fair value of shares vested during the years ended December 31, 2021, 2020 and 2019 was $3.9 million, $4.3 million and $3.3 million, respectively.


		F-28

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

11.

Accrued and Other Liabilities

Accrued and Other liabilities in the Combined Balance Sheets consisted of the following:


	Current		Noncurrent		Current		Noncurrent
	December 31, 2021				December 31, 2020
	(In thousands)
Compensation and related benefits	$	74,587	$	62,215	$	58,611	$	79,307
Taxes		58,920		203,760		51,468		216,936
Contract liability		22,265		—		21,602		—
Lease liability		20,467		88,777		18,636		78,407
Third-party commissions		16,130		—		9,455		—
Warranty liability		14,954		—		14,022		—
Restructuring liability		7,834		275		5,706		221
Other		35,952		7,918		40,072		5,350

	$	251,109	$	362,945	$	219,572	$	380,221

Accrued Warranty Liability

A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Combined Balance Sheets is as follows:


	Year Ended December 31,
	2021			2020
	(In thousands)
Warranty liability, beginning of period	$	14,022		$	14,213
Accrued warranty expense		6,707			6,164
Changes in estimates related to pre-existing warranties		2,416			1,796
Cost of warranty service work performed		(7,909	)		(8,449	)
Foreign exchange translation effect		(282	)		298

Warranty liability, end of period	$	14,954		$	14,022


		F-29

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Accrued Restructuring Liability

The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Combined Balance Sheets is as follows:


	Year Ended December 31, 2021
	Balance at Beginning of Period		Provisions		Payments			Foreign Currency Translation			Balance at End of Period
	(In thousands)
*Restructuring and other related charges:*
*Americas*
Termination benefits⁽¹⁾	$	1,089	$	5,414	$	(4,455	)	$	(4	)	$	2,044
Facility closure costs and other⁽²⁾		469		5,978		(6,397	)		—			50

Subtotal		1,558		11,392		(10,852	)		(4	)		2,094

Non-cash charges⁽²⁾				220

*Segment Total*				11,612

*EMEA & APAC*
Termination benefits⁽¹⁾		4,247		4,219		(2,641	)		(51	)		5,774
Facility closure costs⁽²⁾		122		2,090		(1,954	)		(17	)		241

Subtotal		4,369		6,309		(4,595	)		(68	)		6,015

Non-cash charges⁽²⁾				1,033

*Segment Total*				7,342

*Total*	$	5,927		17,701	$	(15,447	)	$	(72	)	$	8,109

Non-cash charges⁽²⁾				1,253

*Total Provision*			$	18,954

(1)	Includes severance and other termination benefits, including outplacement services.

(2)	Includes the cost of relocating associates, relocating equipment, lease termination expense and other costs in connection with the closure and optimization of of facilities and product lines.


		F-30

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)


	Year Ended December 31, 2020
	Balance at Beginning of Period		Provisions		Payments			Foreign Currency Translation			Balance at End of Period
	(In thousands)
*Restructuring and other related charges:*
*Americas*
Termination benefits⁽¹⁾	$	269	$	5,321	$	(4,480	)	$	(21	)	$	1,089
Facility closure costs⁽²⁾		9		6,615		(6,155	)		—			469

Subtotal		278		11,936		(10,635	)		(21	)		1,558

Non-cash charges⁽²⁾				503

*Segment Total*				12,439

*EMEA & APAC*
Termination benefits⁽¹⁾		1,369		6,060		(3,218	)		36			4,247
Facility closure costs⁽²⁾		1,275		1,743		(2,905	)		9			122

Subtotal		2,644		7,803		(6,123	)		45			4,369

Non-cash charges⁽²⁾				1,391

*Segment Total*				9,194

*Total*	$	2,922		19,739	$	(16,758	)	$	24		$	5,927

Non-cash charges⁽²⁾				1,894

*Total Provision*			$	21,633

(1)	Includes severance and other termination benefits, including outplacement services.

(2)	Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities.

12.

Benefit Plans

The Company sponsors various defined benefit plans and other post-retirement benefits plans, including health and life insurance, for certain eligible employees or former employees. The Company uses December 31^st as the measurement date for all of its employee benefit plans. The pension benefit disclosures presented below are primarily related to the Company’s foreign plans. The domestic portion included in the disclosures relate to three unfunded defined benefit plans that no longer accrue benefits; and have projected benefit obligations of $1.6 million as of December 31, 2021 and $1.8 million as of December 31, 2020; and had net annual periodic benefit costs of $0.1 million for the years ended December 31, 2021, 2020 and 2019.

Certain current and former employees of the Company participate in a benefit plan sponsored by the Parent which is frozen to future benefits. Net periodic pension benefit, related to the Parent sponsored plan, of $1.4 million, $0.7 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, has been allocated to the Company based on the Company’s share of total Colfax headcount and is reflected within Interest (income) expense and other, net, in the Combined Statements of Operations. The associated assets and liabilities of this Parent sponsored plan are not presented within the Company’s Combined Balance Sheets.

During the year ended December 31, 2021, the Company recognized a pension settlement gain of $11.2 million when the independent trustees of a company pension plan agreed to merge that plan with another company pension plan and contribute its surplus assets. During the year ended December 31, 2019, the Company settled a


		F-31

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

non-U.S. pension plan. As a result of the settlement, the Company has no further funding obligations under this plan and recognized a loss of $33.6 million. These amounts are reflected in Pension settlement (gain) loss in the Combined Statements of Operations.

The following table summarizes the total changes in the Company’s pension and accrued post-retirement benefits and plan assets and includes a statement of the plans’ funded status:


	Pension Benefits						Other Post- Retirement Benefits
	Year Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
	(In thousands)
Change in benefit obligation:
Projected benefit obligation, beginning of year	$	155,914		$	143,395		$	388		$	224
Service cost		1,785			1,577			14			8
Interest cost		1,668			2,260			22			16
Plan amendments		911			95			—			—
Actuarial loss (gain)		(1,866	)		6,063			(25	)		153
Foreign exchange effect		(6,653	)		9,674			(7	)		(3	)
Benefits paid		(8,168	)		(8,904	)		(10	)		(10	)
Settlements		(847	)		—			—			—
Other		170			1,754			—			—

Projected benefit obligation, end of year	$	142,914		$	155,914		$	382		$	388

Accumulated benefit obligation, end of year	$	139,513		$	152,723		$	382		$	388

Change in plan assets:
Fair value of plan assets, beginning of year	$	73,114		$	67,535		$	—		$	—
Actual return on plan assets		4,706			4,037			—			—
Employer contributions		5,210			5,950			10			10
Foreign exchange effect		(1,594	)		2,806			—			—
Benefits paid		(8,168	)		(8,904	)		(10	)		(10	)
Settlements⁽¹⁾		11,272			—			—			—
Other		(37	)		1,690			—			—

Fair value of plan assets, end of year	$	84,503		$	73,114		$	—		$	—

Funded status, end of year	$	(58,411	)	$	(82,800	)	$	(382	)	$	(388	)

Amounts recognized on the Combined Balance Sheets as of December 31:
Non-current assets	$	7,119		$	—		$	—		$	—
Current liabilities		(3,393	)		(3,648	)		(23	)		(24	)
Non-current liabilities		(62,137	)		(79,152	)		(359	)		(364	)

Total	$	(58,411	)	$	(82,800	)	$	(382	)	$	(388	)

(1)	Settlements includes $11.2 million classified as Pension settlement (gain) loss on the Company’s Consolidated Statements of Operations for the year ended December 31, 2021.


		F-32

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

For pension plans with accumulated benefit obligations in excess of plan assets, the accumulated benefit obligation and fair value of plan assets were $ 68.5 million and $5.2 million, as of December 31, 2021 and $144.8 million and $64.9 million, respectively, as of December 31, 2020.

For pensions plans with projected benefit obligations in excess of plan assets, the projected benefit obligation and fair value of plan assets were $76.2 million and $10.7 million, respectively, as of December 31, 2021 and $152.6 million and $69.8 million, respectively, as of December 31, 2020.

The following table summarizes the changes in the Company’s foreign pension benefit obligations and plan assets, included in the table above, and includes a statement of the plans’ funded status:


	Foreign Pension Benefits
	Year Ended December 31,
	2021			2020
	(In thousands)
Change in benefit obligation:
Projected benefit obligation, beginning of year	$	154,075		$	141,586
Service cost		1,785			1,577
Interest cost		1,646			2,218
Plan amendments		911			95
Actuarial loss (gain)		(1,787	)		5,913
Foreign exchange effect		(6,653	)		9,674
Benefits paid		(8,022	)		(8,740	)
Settlements		(847	)		—
Other		170			1,752

Projected benefit obligation, end of year	$	141,278		$	154,075

Accumulated benefit obligation, end of year	$	137,876		$	150,884

Change in plan assets:
Fair value of plan assets, beginning of year	$	73,114		$	67,535
Actual return on plan assets		4,706			4,037
Employer contributions		5,064			5,786
Foreign exchange effect		(1,594	)		2,806
Benefits paid		(8,022	)		(8,740	)
Settlements		11,272			—
Other		(37	)		1,690

Fair value of plan assets, end of year	$	84,503		$	73,114

Funded status, end of year	$	(56,775	)	$	(80,961	)


		F-33

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Expected contributions to the Company’s pension and other post-employment benefit plans for the year ending December 31, 2022, related to plans as of December 31, 2021, are $4.8 million. The following benefit payments are expected to be paid during each respective fiscal year:


	Pension Benefits				Other Post- Retirement Benefits
	All Plans		Foreign Plans		Other Post- Retirement Benefits
	(In thousands)
2022	$	8,660	$	8,518	$	23
2023		8,574		8,439		25
2024		7,775		7,645		27
2025		8,029		7,904		27
2026		8,328		8,209		29
2027 - 2031		39,539		39,025		156

The Company’s primary investment objective for its pension plan assets is to provide a source of retirement income for the plans’ participants and beneficiaries. The assets are invested with the goal of preserving principal while providing a reasonable rate of return over the long term. Diversification of assets is achieved through strategic allocations to various asset classes. Actual allocations to each asset class vary due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced as required, as frequently as on a quarterly basis in some instances. The target allocation for plan assets varies by plan and jurisdiction. The actual allocation percentages as of December 31, 2021 and 2020 are consistent with the target allocation ranges of the plans.

The following are the actual allocation percentages for the Company’s pension plan assets:


	Actual Asset Allocation
	December 31,
	2021			2020
Foreign Plans:
Equity securities		23	%		27	%
Fixed income securities		25	%		10	%
Cash and cash equivalents		1	%		0	%
Insurance contracts		38	%		49	%
Investment funds⁽¹⁾		13	%		14	%

(1)	Represents various fixed income and equity securities.


		F-34

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

A summary of the Company’s pension plan assets for each fair value hierarchy level for the periods presented follows (see Note 13, “Financial Instruments and Fair Value Measurements” for further description of the levels within the fair value hierarchy):


	December 31, 2020
	Level One		Level Two		Level Three		Total
	(In thousands)
Foreign Plans:
Cash and cash equivalents⁽¹⁾	$	442	$	—	$	—	$	442
Equity securities		19,305		—		—		19,305
Non-U.S. government and corporate bonds		21,310		—		—		21,310
Insurance contracts		—		32,570		—		32,570
Investment funds		—		10,836		—		10,836
Other		—		40		—		40

	$	41,057	$	43,446	$	—	$	84,503

(1)	The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets.


	December 31, 2020
	Level One		Level Two		Level Three		Total
	(In thousands)
Foreign Plans:
Cash and cash equivalents⁽¹⁾	$	239	$	—	$	—	$	239
Equity securities		19,513		—		—		19,513
Non-U.S. government and corporate bonds		5,331		1,922		—		7,253
Insurance contracts		—		35,593		—		35,593
Investment funds		—		10,491		—		10,491
Other		—		25		—		25

	$	25,083	$	48,031	$	—	$	73,114

(1)	The weighted-average interest crediting rates received in Cash and cash equivalents of foreign plans are immaterial relative to total plan assets.


		F-35

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the Company’s defined benefit pension plans and other post-retirement employee benefit plans:


	Pension Benefits									Other Post- Retirement Benefits
	Year Ended December 31,									Year Ended December 31,
	2021			2020			2019			2021			2020			2019
	(In thousands)
Components of Net Periodic Benefit (Income) Cost:
Service cost	$	1,785		$	1,577		$	1,527		$	14		$	8		$	5
Interest cost		1,668			2,260			7,381			22			16			14
Amortization		1,220			785			364			8			(8	)		10
Settlement (gain) loss⁽¹⁾		(11,195	)		—			33,616			—			—			—
Other		2			154			79			—			—			—
Expected return on plan assets		(2,258	)		(2,397	)		(7,190	)		—			—			—

Net periodic benefit (income) cost	$	(8,778	)	$	2,379		$	35,777		$	44		$	16		$	29

Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss:
Current year net actuarial (gain) loss⁽²⁾	$	(5,788	)	$	6,533		$	62,529		$	(27	)	$	157		$	44
Current year prior service cost		—			95			23			—			—			15
Less amounts included in net periodic benefit cost:
Amortization of net (gain) loss		(1,228	)		(785	)		(296	)		(8	)		8			6
Settlement/divestiture/other gain		—			(89	)		(33,616	)		—			—			—
Amortization of prior service cost		(5	)		—			(63	)		—			—			(15	)

Total recognized in Other comprehensive (gain) loss	$	(7,021	)	$	5,754		$	28,577		$	(35	)	$	165		$	50

(1)	Settlement (gain) loss includes an $11.2 million gain and a $33.6 million loss classified as Pension settlement (gain) loss on the Company’s Consolidated Statement of Operations for the years ended December 31, 2021 and 2019, respectively.

(2)	The actuarial loss in 2019 was primarily due to lower discount rates and lower expected returns on plan assets utilized in plans’ actuarial models.


		F-36

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The following table sets forth the components of net periodic benefit cost and Other comprehensive income of the foreign defined benefit pension plans, included in the table above:


	Foreign Pension Benefits
	Year Ended December 31,
	2021			2020			2019
	(In thousands)
Components of Net Periodic Benefit (Income) Cost:
Service cost	$	1,785		$	1,577		$	1,527
Interest cost		1,646			2,218			7,321
Amortization		1,118			692			286
Settlement (gain) loss		(11,195	)		—			33,616
Other		2			154			79
Expected return on plan assets		(2,258	)		(2,397	)		(7,190	)

Net periodic benefit cost	$	(8,902	)	$	2,244		$	35,639

Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss:
Current year net actuarial loss (gain)	$	(5,710	)	$	6,389		$	62,382
Current year prior service cost		—			101			23
Less amounts included in net periodic benefit (income) cost:
Amortization of net loss		(1,126	)		(692	)		(218	)
Settlement/divestiture/other gain		—			(89	)		(33,611	)
Amortization of prior service cost		(5	)		—			(68	)

Total recognized in Other comprehensive (gain) loss	$	(6,841	)	$	5,709		$	28,508

The components of net unrecognized pension and other post-retirement benefit cost included in Accumulated other comprehensive loss in the Combined Balance Sheets that have not been recognized as a component of net periodic benefit cost are as follows:


	Pension Benefits				Other Post-Retirement Benefits
	December 31,				December 31,
	2021		2020		2021		2020
	(In thousands)
Net actuarial loss	$	21,388	$	28,403	$	56	$	91
Prior service cost		95		101		—		—

Total	$	21,483	$	28,504	$	56	$	91


		F-37

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

The key economic assumptions used in the measurement of the Company’s pension and other post-retirement benefit obligations are as follows:


	Pension Benefits						Other Post-Retirement Benefits
	December 31,						December 31,
	2021			2020			2021			2020
Weighted-average discount rate:
All plans		1.9	%		1.3	%		6.6	%		6.0	%
Foreign plans		1.9	%		1.3	%		—			—
Weighted-average rate of increase in compensation levels for active foreign plans		0.6	%		0.6	%		—			—

The key economic assumptions used in the computation of net periodic benefit cost are as follows:


	Pension Benefits									Other Post-Retirement Benefits
	Year Ended December 31,									Year Ended December 31,
	2021			2020			2019			2021			2020			2019
Weighted-average discount rate:
All plans		1.3	%		2.0	%		2.8	%		6.0	%		7.6	%		8.9	%
Foreign plans		1.3	%		1.9	%		2.8	%		—			—			—
Weighted-average expected return on plan assets:
All plans		3.6	%		4.1	%		2.9	%		—			—			—
Foreign plans		3.6	%		4.1	%		2.9	%		—			—			—
Weighted-average rate of increase in compensation levels for active foreign plans		0.6	%		0.8	%		3.2	%		—			—			—

In determining discount rates, the Company utilizes the single discount rate equivalent to discounting the expected future cash flows from each plan using the yields at each duration from a published yield curve as of the measurement date.

For measurement purposes, a weighted-average annual rate of increase in the per capita cost of covered health care benefits of 7.5% was assumed. The rate was assumed to decrease gradually to 4.5% by 2034 and remain at that level thereafter for benefits covered under the plans.

The expected long-term rate of return on plan assets was based on the Company’s investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of each asset class over various periods of time that are consistent with the long-term nature of the underlying obligations of these plans.

13.

Financial Instruments and Fair Value Measurements

The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.


		F-38

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying values of financial instruments, including Trade receivables, other receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

A summary of the Company’s assets and liabilities that are measured at fair value on a recurring basis for each fair value hierarchy level for the periods presented is as follows:


	Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	8,133	$	—	$	—	$	8,133
Foreign currency contracts - not designated as hedges		—		2,487		—		2,487

	$	8,133	$	2,487	$	—	$	10,620

Liabilities:
Foreign currency contracts - not designated as hedges	$	—	$	2,309	$	—	$	2,309


	December 31, 2020
	Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	7,420	$	—	$	—	$	7,420
Foreign currency contracts - not designated as hedges		—		2,071		—		2,071

	$	7,420	$	2,071	$	—	$	9,491

Liabilities:
Foreign currency contracts - not designated as hedges	$	—	$	1,621	$	—	$	1,621

There were no transfers in or out of Level One, Two or Three during the years ended December 31, 2021 and 2020.


		F-39

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

Cash Equivalents

The Company’s cash equivalents consist of investments in interest-bearing deposit accounts and money market mutual funds which are valued based on quoted market prices. The fair value of these investments approximate cost due to their short-term maturities and the high credit quality of the issuers of the underlying securities.

Foreign Currency Contracts

The Company periodically enters into foreign currency derivative contracts. As the Company has manufacturing sites throughout the world and sells its products globally, the Company is exposed to movements in the exchange rates of various currencies. As a result, the Company enters into foreign currency swaps and forward contracts to mitigate this exchange rate risk. Commodity derivative contracts can be used to manage costs of raw materials used in the Company’s production processes. There were no changes during the periods presented in the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis.

Foreign currency contracts are measured using broker quotations or observable market transactions in either listed or over-the-counter markets. The Company primarily uses foreign currency contracts to mitigate the risk associated with customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency.

As of December 31, 2021 and 2020, the Company had foreign currency contracts related to purchases and sales with notional values of $180.8 million and $184.0 million, respectively.

The Company recognized the following in its Combined Financial Statements related to its derivative instruments:


	Year Ended December 31,
	2021			2020			2019
	(In thousands)
*Contracts Not Designated in a Hedge Relationship:*
Foreign Currency Contracts
Changes in unrealized (loss) gain	$	177		$	1,426		$	(611	)
Realized loss		(5,361	)		(469	)		(572	)

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. Concentrations of credit risk are considered to exist when there are amounts collectible from multiple counterparties with similar characteristics, which could cause their ability to meet contractual obligations to be similarly impacted by economic or other conditions. The Company performs credit evaluations of its customers prior to delivery or commencement of services and normally does not require collateral. Letters of credit are occasionally required when the Company deems necessary. There are no customers which represent more than 10% of the Company’s Trade receivables, net as of December 31, 2021 and 2020.

14.

Commitments and Contingencies

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings,


		F-40

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company.

Off-Balance Sheet Arrangements

As of December 31, 2021, the Company had $123.2 million of unconditional purchase obligations with suppliers, the majority of which is expected to be paid by December 31, 2022.

As of December 31, 2021, the Company had outstanding letters of credit of $33.3 million.

15.

Segment Information

ESAB is a leading global supplier of consumable welding and cutting products and equipment, as well as gas control equipment, for use in cutting, joining and automated welding industries.

The Company’s management evaluates the operating results of each of its reportable segments based upon Net sales and segment operating income, which represents Operating income before restructuring and certain other charges.

The Company’s segment results were as follows:


	Year Ended December 31,
	2021		2020		2019
	(In thousands)
*Net sales⁽¹⁾*:
Americas	$	1,004,208	$	767,414	$	939,673
EMEA & APAC		1,423,907		1,182,655		1,307,353

	$	2,428,115	$	1,950,069	$	2,247,026

*Segment operating income⁽²⁾*:
Americas	$	119,737	$	73,981	$	108,946
EMEA & APAC		205,431		149,778		170,174

	$	325,168	$	223,759	$	279,120

*Depreciation, amortization and other impairment charges:*
Americas	$	33,890	$	36,380	$	39,722
EMEA & APAC		42,009		40,264		40,350

	$	75,899	$	76,644	$	80,072

*Capital expenditures:*
Americas	$	14,095	$	15,244	$	13,995
EMEA & APAC		21,489		24,894		30,459

	$	35,584	$	40,138	$	44,454

(1)	For the years ended December 31, 2021, 2020 and 2019, the total net sales originating from the U.S. were $533.5 million, $443.7 million and $534.5 million, respectively. The remainder of the sales were derived from foreign countries.


		F-41

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

(2)	The following is a reconciliation of Income before income taxes to segment operating income:


	Year Ended December 31,
	2021		2020			2019
	(In thousands)
Income before income taxes		$319,088	$	205,839		$	221,467
Pension settlement (gain) loss		(11,208)		—			33,616
Interest (income) expense and other, net		(1,666)		(3,713	)		997
Restructuring and other related charges		18,954		21,633			23,040

Segment operating income		$325,168	$	223,759		$	279,120


	December 31,
	2021		2020
	(In thousands)
*Investments in Equity Method Investees:*
Americas	$	—	$	—
EMEA & APAC		28,180		32,409

	$	28,180	$	32,409

*Total Assets:*
Americas	$	1,304,797	$	1,252,616
EMEA & APAC		2,156,465		2,133,213

	$	3,461,262	$	3,385,829


	December 31,
*Property, Plant and Equipment, Net⁽¹⁾:*	2021		2020
	(In thousands)
United States	$	64,136	$	65,627
Czech Republic		63,273		65,188
India		37,312		39,589
Russia		18,797		19,490
Sweden		14,138		16,093
Other foreign countries		88,622		94,837

	$	286,278	$	300,824

(1)	As the Company does not allocate all long-lived assets, specifically intangible assets, to each individual country, evaluation of long-lived assets in total is impracticable.

16.

Acquisition


		F-42

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

17.

Related Party Transactions

Allocated Expenses

The Company has historically operated as part of the Parent and not as a stand-alone company. Accordingly, the Parent has allocated certain shared costs to the Company that are reflected as expenses in these financial statements. These amounts include, but are not limited to, items such as general management and executive oversight, compliance, human resources, procurement, and legal functions and financial management, including public company reporting, consolidated tax filings and tax planning. Management considers the allocation methodologies used by the Parent to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future. Allocation methodologies utilized include the Company’s relative share of total Parent revenues and headcount.

All of the Company’s transactions with the Parent are considered to be financing transactions, which are presented as Transfers to Parent, net in the accompanying Combined Statements of Cash Flows.

The Company’s allocated expenses from the Parent are $29.5 million, $24.2 million and $22.3 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in the Selling, general and administrative expense in the Combined Statements of Operations.

Refer to Note 12, “Benefit Plans,” for allocations of net periodic benefit associated with a Parent sponsored benefit plan.


		F-43

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

FABRICATION TECHNOLOGY BUSINESS OF COLFAX CORPORATION

SCHEDULE II–VALUATION AND QUALIFYING ACCOUNTS


	Balance at Beginning of Period		Charged to Cost and Expense⁽¹⁾			Write-Offs Write-Downs and Deductions			Foreign Currency Translation			Balance at End of Period
	(Dollars in thousands)
Year Ended December 31, 2021:
Allowance for credit losses	$	32,311	$	(494	)	$	(6,931	)	$	(974	)	$	23,912
Valuation allowance for deferred tax assets		12,647		3,738			—			(920	)		15,465
Year Ended December 31, 2020:
Allowance for credit losses⁽²⁾	$	32,008	$	4,936		$	(3,448	)	$	(1,185	)	$	32,311
Valuation allowance for deferred tax assets		17,855		—			(4,738	)		(470	)		12,647
Year Ended December 31, 2019:
Allowance for credit losses	$	26,169	$	7,118		$	(5,933	)	$	(59	)	$	27,295
Valuation allowance for deferred tax assets		17,363		897			—			(405	)		17,855

(1)	Amounts charged to expense are net of recoveries for the respective period.

(2)	The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

F-44

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

COMBINED CONDENSED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts

(Unaudited)


	Three Months Ended
	April 1, 2022			April 2, 2021
Net sales	$	647,911		$	568,128
Cost of sales		423,580			368,333

Gross profit		224,331			199,795
Selling, general and administrative expense		135,413			124,419
Restructuring and other related charges		5,304			3,075

Operating income		83,614			72,301
Interest income and other, net		556			225

Income from continuing operations before income taxes		84,170			72,526
Income tax expense		25,746			13,992

Net income from continuing operations		58,424			58,534
Loss from discontinued operations, net of taxes		(2,021	)		—

Net income		56,403			58,534
Less: Income attributable to noncontrolling interest, net of taxes		966			876

Net income attributable to ESAB Corporation	$	55,437		$	57,658

Earnings (loss) per share—basic
Income from continuing operations	$	0.96		$	0.96

Loss on discontinued operations	$	(0.03	)	$	—

Net income per share	$	0.93		$	0.96

Earnings (loss) per share—diluted
Income from continuing operations	$	0.96		$	0.96

Loss on discontinued operations	$	(0.03	)	$	—

Net income per share—diluted	$	0.93		$	0.96

See Notes to Combined Condensed Financial Statements.


		F-45

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands

(Unaudited)


	Three Months Ended
	April 1, 2022			April 2, 2021
Net income	$	56,403		$	58,534
Other comprehensive income (loss):
Foreign currency translation, net of tax expense of $338 and $1,491		(45,189	)		(30,039	)
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of pension and other post-retirement net actuarial gain, net of tax expense of $241 and $0		786			221

Other comprehensive loss		(44,403	)		(29,818	)

Comprehensive income		12,000			28,716
Less: comprehensive income attributable to noncontrolling interest		458			564

Comprehensive income attributable to ESAB Corporation	$	11,542		$	28,152

See Notes to Combined Condensed Financial Statements.


		F-46

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

COMBINED CONDENSED BALANCE SHEETS

Dollars in thousands

(Unaudited)


	April 1, 2022			December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	56,631		$	41,209
Trade receivables, less allowance for credit losses of $27,484 and $23,912		410,201			383,496
Inventories, net		462,535			420,062
Prepaid expenses		59,017			51,949
Other current assets		59,703			67,357

Total current assets		1,048,087			964,073
Property, plant and equipment, net		280,592			286,278
Goodwill		1,513,943			1,532,993
Intangible assets, net		508,523			521,434
Lease assets—right of use		107,723			107,944
Other assets		322,481			48,540

Total assets	$	3,781,349		$	3,461,262

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	368,999		$	345,480
Accrued liabilities		283,411			251,109

Total current liabilities		652,410			596,589
Other liabilities		611,577			362,945

Total liabilities		1,263,987			959,534

Parent’s Equity:
Net Parent investment		3,040,898			2,921,623
Accumulated other comprehensive loss		(564,046	)		(460,888	)

Total Parent’s equity		2,476,852			2,460,735
Noncontrolling interest		40,510			40,993

Total equity		2,517,362			2,501,728

Total liabilities and equity	$	3,781,349		$	3,461,262

See Notes to Combined Condensed Financial Statements.


		F-47

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

COMBINED CONDENSED STATEMENTS OF EQUITY

Dollars in thousands

(Unaudited)


	Net Parent Investment		Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at December 31, 2021	$	2,921,623	$	(460,888	)	$	40,993		$	2,501,728
Net income		55,437		—			966			56,403
Distributions to noncontrolling owners		—		—			(941	)		(941	)
Other comprehensive income, net of tax expense of $579		—		(43,895	)		(508	)		(44,403	)
Common stock-based award activity		1,728		—			—			1,728
Transfers from Parent, net		62,110		(59,263	)		—			2,847

Balance at April 1, 2022	$	3,040,898	$	(564,046	)	$	40,510		$	2,517,362


	Net Parent Investment			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
Balance at December 31, 2020	$	2,898,831		$	(396,203	)	$	42,139		$	2,544,767
Net income		57,658			—			876			58,534
Distributions to noncontrolling owners		—			—			(1,054	)		(1,054	)
Other comprehensive loss, net of tax expense of $1,491		—			(29,506	)		(312	)		(29,818	)
Common stock-based award activity		1,586			—			—			1,586
Transfers to Parent, net		(55,069	)		—			—			(55,069	)

Balance at April 2, 2021	$	2,903,006		$	(425,709	)	$	41,649		$	2,518,946

See Notes to Combined Condensed Financial Statements.


		F-48

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

COMBINED CONDENSED STATEMENTS OF CASH FLOWS

Dollars in thousands

(Unaudited)


	Three Months Ended
	April 1, 2022			April 2, 2021
Cash flows from operating activities:
Net income	$	56,403		$	58,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,689			18,720
Stock-based compensation expense		1,728			1,586
Deferred income tax expense (benefit)		3,509			(974	)
Changes in operating assets and liabilities:
Trade receivables, net		(29,833	)		(35,041	)
Inventories, net		(41,925	)		(29,373	)
Accounts payable		11,975			55,606
Other operating assets and liabilities		(2,457	)		(6,211	)

Net cash provided by operating activities		16,089			62,847

Cash flows from investing activities:
Purchases of property, plant and equipment		(5,903	)		(4,700	)
Proceeds from sale of property, plant and equipment		2,746			153
Acquisition, net of cash received		—			(4,859	)

Net cash used in investing activities		(3,157	)		(9,406	)

Cash flows from financing activities:
Repayments of short-term borrowings		(511	)		(3	)
Payment of deferred consideration		(1,500	)		—
Distributions to noncontrolling interest holders		(941	)		(1,054	)
Transfers from (to) Parent, net		2,847			(55,069	)

Net cash used in financing activities		(105	)		(56,126	)

Effect of foreign exchange rates on Cash and cash equivalents		2,595			(1,370	)

Increase (decrease) in Cash and cash equivalents		15,422			(4,055	)
Cash and cash equivalents, beginning of period		41,209			49,209

Cash and cash equivalents, end of period	$	56,631		$	45,154

See Notes to Combined Condensed Financial Statements.


		F-49

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Basis of Presentation

ESAB Corporation (“ESAB” or the “Company”) is a world leader in fabrication and specialty gas control technology, providing our partners with advanced equipment, consumables, specialty gas control, robotics, and digital solutions, which enable the everyday and extraordinary work that shapes our world. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific.

The Company’s fiscal year ends December 31. The Company’s first three quarters end on the last business day of the 13th week after the end of the prior quarter. As used herein, the first quarter results for 2022 and 2021 refer to the 13-week periods ended April 1, 2022 and April 2, 2021, respectively.

On April 4, 2022, Colfax Corporation (“Colfax” or the “Parent”) completed the spin-off of Colfax’s Fabrication Technology business and certain other corporate entities as described below, through a tax-free, pro rata distribution (the “Distribution”) of 90% of the outstanding common stock of ESAB to Colfax stockholders (the “Separation”). Upon completion of the Distribution, Colfax changed its name to Enovis Corporation (“Enovis”) and continued to hold 10% of the outstanding common stock of ESAB. Refer to “Note 14. Subsequent Events” for additional information regarding the Separation.

ESAB Corporation, which was incorporated on May 19, 2021, became the new ultimate parent company for Parent’s Fabrication Technology business during the three months ended April 1, 2022.

The Company has historically operated as part of the Parent and not as a stand-alone company. The financial statements have been derived from the Parent’s historical accounting records and are presented on a carve-out basis for all historical periods included. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain general and administrative expenses from the Parent’s corporate office. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of the Parent during the applicable period. Related party cost allocations are discussed further in Note 13, “Related Party Transactions.”

In addition, on March 23, 2022, the 1,000 shares of ESAB common stock then held by Colfax, representing all outstanding shares of ESAB common stock as of that date, were recapitalized into 60,034,311 shares of ESAB common stock held by Colfax. All per share amounts in the Combined Condensed Statement of Operations have been retroactively adjusted to give effect to this recapitalization.

On January 31, 2022, and in anticipation of the Separation, all remaining legal entities which were part of the Fabrication Technology segment of Colfax along with certain entities that were part of the Corporate segment of Colfax became subsidiaries of ESAB through a legal entity restructuring. This reorganization resulted in the inclusion of the following items in ESAB for the period ending April 1, 2022:

•

Certain operating entities that form the historical Fabrication Technology business.

•

Certain entities which historically have been a part of Colfax’s Corporate reportable segment, including components of the Colfax tax, treasury, legal, human resources and other finance functions that served the entirety of Colfax.


		F-50

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

•

Certain entities relating to the Parent’s previously divested Fluid Handling and Air and Gas Handling businesses which hold certain asbestos assets, liabilities, costs and insurance recoveries related to the asbestos obligations of these legacy industrial businesses. Refer to Note 2, “Discontinued Operations” and Note 11, “Commitments and Contingencies” for additional information on our accounting for these legacy industrial businesses.

•

Certain pension plan assets and liabilities due to transfer of sponsorship of two U.S. defined benefit plans and a U.S. other post-retirement benefit plan from the Parent to ESAB as of March 21, 2022. Refer to Note 9, “Benefit Plans” for additional information on the benefit plans transferred to ESAB.

The above items, with the exception of the operating entities that form the Fabrication Technology business, were not previously included in the Company’s 2021 historical carve-out financial statements. The carve-out financial statements for the year ended December 31, 2021 in ESAB’s Registration Statement on Form 10-12B/A filed with the SEC on March 17, 2022 (the “Form 10”), were presented on a combined basis. Such basis of accounting differences before and after the legal entity contributions in the three months ended April 1, 2022 may impact the comparability between periods in these Combined Condensed Financial Statements.

Net Parent investment, which includes retained earnings, represents the Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Parent have been included in the accompanying Financial Statements. Transactions with the Parent are reflected in the accompanying Combined Condensed Statements of Equity as “Transfers from (to) Parent, net” and in the accompanying Combined Condensed Balance Sheets within “Net Parent investment.”

The Combined Condensed Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation.

The Company makes certain estimates and assumptions in preparing its Combined Condensed Financial Statements in accordance with U.S. generally accepted accounting principles, or “GAAP”. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Combined Condensed Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.

In the normal course of business, the Company incurs research and development costs related to new product development which are expensed as incurred and included in Selling, general and administrative expenses on the Company’s Combined Condensed Statements of Operations. Research and development costs were $9.5 million during the three months ended April 1, 2022, and $9.5 million during the three months ended April 2, 2021.

In addition to the factors discussed elsewhere in this Form 10-Q, the results of operations for the three month period ended April 1, 2022, are not necessarily indicative of the results of operations that may be achieved for the full year. Quarterly results are affected by seasonal variations in the Company’s businesses, and European


		F-51

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

operations typically experience a slowdown during the July, August and December holiday seasons. Since 2020, these historical seasonality trends have been impacted by the worldwide spread of a novel coronavirus disease (“COVID-19”).

These Combined Condensed Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) in conformity with GAAP, for the preparation of carved-out Combined Condensed Financial Statements and are unaudited. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Combined Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Combined Financial Statements and related notes included in the Company’s Form 10.

2. Discontinued Operations

The Company holds certain asbestos-related contingencies and insurance coverages from divested businesses for which it does not have an interest in the ongoing operations. The entities which hold these assets and liabilities became subsidiaries of the Company during the three months ended April 1, 2022 in connection with the Separation. These assets and liabilities were not included in the Company’s historical Combined Financial Statements for 2021 as the Company did not have legal title to these assets, nor was the Company the legal obligor of these liabilities. The 2022 amounts reflect income, expenses, assets and liabilities historically recorded within Parent corporate entities that were not part of Parent’s Fabrication Technology segment. Refer to “Note 1. Organization and Basis of Presentation” for additional information.

The Company has classified asbestos-related activity in its Combined Condensed Statements of Operations as part of Loss from discontinued operations, net of taxes. See Note 11, “Commitments and Contingencies” for further information.

Cash used in operating activities related to discontinued operations for the three months ended April 1, 2022 was $4.6 million.

3. Revenue


	Three Months Ended
	April 1, 2022		April 2, 2021
	(In thousands)
Equipment	$	188,348	$	173,750
Consumables		459,563		394,378

Total	$	647,911	$	568,128


		F-52

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of April 1, 2022 is immaterial.

In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2021 and December 31, 2020, total contract liabilities were $22.3 million and $21.6 million, respectively, and were included in Accrued liabilities on the Combined Condensed Balance Sheets. During the three months ended April 1, 2022 and April 2, 2021, revenue recognized that was included in the contract liability balance at the beginning of the year was $9.1 million and $13.5 million, respectively. As of April 1, 2022 and April 2, 2021 total contract liabilities were $25.9 million and $24.4 million, respectively, and were included in Accrued liabilities on the Company’s Combined Condensed Balance Sheets.

Allowance for Credit Losses

A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Combined Condensed Balance Sheets is as follows:


	Three Months Ended April 1, 2022
	Balance at Beginning of Period		Charged to Expense, net		Write-Offs and Deductions			Foreign Currency Translation			Balance at End of Period
	(In thousands)
Allowance for credit losses	$	23,912	$	4,373	$	(780	)	$	(21	)	$	27,484

4. Earnings per Share from Continuing Operations

Earnings per share from continuing operations was computed as follows:


	Three Months Ended
	April 1, 2022		April 2, 2021
	(In thousands, except share and per share data)
Computation of earnings (loss) per share from continuing operations—basic and diluted:
Income from continuing operations attributable to ESAB Corporation⁽¹⁾	$	57,458	$	57,658

Weighted-average shares of common stock outstanding—basic and diluted⁽²⁾		60,034,311		60,034,311
Income per share from continuing operations—basic and diluted	$	0.96	$	0.96

(1)

Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, of $1.0 million for the three months ended April 1, 2022, and $0.9 million for the three months ended April 2, 2021.

(2)

The total number of shares outstanding at April 1, 2022, or 60,034,311, is being utilized for calculation of both basic and diluted earnings per share for the three months ended April 2, 2021 and April 1, 2022. The Company was incorporated on May 19, 2021, and there were no shares outstanding as of April 2, 2021.


		F-53

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

5. Income Taxes

During the three months ended April 1, 2022, Income from continuing operations before income taxes was $84.2 million, while Income tax expense was $25.7 million. The effective tax rate was 30.6% for the three months ended April 1, 2022. The effective tax rate for the three months ended April 1, 2022 differed from the 2022 U.S. federal statutory rate of 21% primarily due to the impact of withholding taxes, taxable foreign exchange gains, and other non-deductible expenses, partially offset by lower rates on earnings in foreign jurisdictions.

During the three months ended April 2, 2021, Income from continuing operations before income taxes was $72.5 million, while Income tax expense was $14.0 million. The effective tax rate was 19.3% for the three months ended April 2, 2021. The effective tax rate for the three months ended April 2, 2021 differed from the 2021 U.S. federal statutory rate of 21% primarily due to the recognition of discrete tax benefits as a result of audit settlements that occurred in first three months of 2021. Additionally, the Company’s foreign earnings in the first three months of 2021 were taxed at lower rates than the U.S federal statutory rate.

6. Inventories, Net

Inventories, net consisted of the following:


	April 1, 2022			December 31, 2021
	(In thousands)
Raw materials	$	156,341		$	148,376
Work in process		44,418			39,595
Finished goods		302,188			268,831

		502,947			456,802
LIFO reserve		797			1,129
Less: allowance for excess, slow-moving and obsolete inventory		(41,209	)		(37,869	)

	$	462,535		$	420,062

The valuation of LIFO inventories is made at the end of the year based on inventory levels and costs at that time. At April 1, 2022 and December 31, 2021, 32% and 34% of total inventories, respectively, were valued using the LIFO method.


		F-54

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

7. Equity

Accumulated Other Comprehensive Loss

The following tables present the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the three months ended April 1, 2022 and April 2, 2021. All amounts are net of tax and noncontrolling interest, if any.


	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension And Other Post-Retirement Benefit Cost			Foreign Currency Translation Adjustment			Total
	(In thousands)
Balance at December 31, 2021	$	(21,196	)	$	(439,692	)	$	(460,888	)

Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment		490			(45,171	)		(44,681	)

Other comprehensive income (loss) before reclassifications:		490			(45,171	)		(44,681	)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾		786			—			786
Amounts contributed from Parent⁽²⁾		(50,504	)		(8,759	)		(59,263	)

Net current period Other comprehensive loss		(49,228	)		(53,930	)		(103,158	)

Balance at April 1, 2022	$	(70,424	)	$	(493,622	)	$	(564,046	)

(1)	Included in the computation of net periodic benefit cost. See Note 9, “Benefit Plans” for additional details.

(2)

Includes unrecognized pension and other post-retirement costs and accumulated currency translation adjustments of certain entities which were part of the Corporate segment of Colfax and were transferred to ESAB Corporation in anticipation of the Separation. Please see Note 1, “Organization and Basis of Presentation” for more information on the entities contributed from Colfax.


	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension And Other Post-Retirement Benefit Cost			Foreign Currency Translation Adjustment			Total
	(In thousands)
Balance at December 31, 2020	$	(29,378	)	$	(366,825	)	$	(396,203	)

Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment		712			(30,438	)		(29,726	)

Other comprehensive income (loss) before reclassifications:		712			(30,438	)		(29,726	)
Amounts reclassified from Accumulated other comprehensive loss⁽¹⁾		220			—			220

Net current period Other comprehensive income (loss)		932			(30,438	)		(29,506	)

Balance at April 2, 2021	$	(28,446	)	$	(397,263	)	$	(425,709	)

(1)	Included in the computation of net periodic benefit cost. See Note 9, “Benefit Plans” for additional details.


		F-55

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

8. Accrued and Other Liabilities

Accrued and Other liabilities in the Combined Condensed Balance Sheets consisted of the following:


	Current		Noncurrent		Current		Noncurrent
	April 1, 2022				December 31, 2021
	(In thousands)
Accrued taxes and deferred tax liabilities	$	57,969	$	191,285	$	58,920	$	203,760
Compensation and related benefits		66,977		70,938		74,587		62,215
Asbestos liability		34,494		254,106		—		—
Contract liability		25,918		—		22,265		—
Lease liability		18,909		88,814		20,467		88,777
Warranty liability		15,254		—		14,954		—
Third-party commissions		13,356		—		16,130		—
Restructuring liability		6,535		157		7,834		275
Other		43,999		6,277		35,952		7,918

	$	283,411	$	611,577	$	251,109	$	362,945

Accrued Warranty Liability

A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Combined Condensed Balance Sheets is as follows:


	Three Months Ended
	April 1, 2022			April 2, 2021
	(In thousands)
Warranty liability, beginning of period	$	14,954		$	14,022
Accrued warranty expense		1,558			1,581
Changes in estimates related to pre-existing warranties		836			589
Cost of warranty service work performed		(2,150	)		(2,078	)
Foreign exchange translation effect		56			(214	)

Warranty liability, end of period	$	15,254		$	13,900


		F-56

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Accrued Restructuring Liability


	Three Months Ended April 1, 2022
	Balance at Beginning of Period		Provisions			Payments			Foreign Currency Translation			Balance at End of Period
	(In thousands)
Restructuring and other related charges:
Americas
Termination benefits⁽¹⁾	$	2,044	$	719		$	(633	)	$	(2	)	$	2,128
Facility closure costs and other⁽²⁾		50		4,353			(4,345	)		—			58

Subtotal		2,094		5,072			(4,978	)		(2	)		2,186

Non-cash charges⁽²⁾				37

Segment Total				5,109

EMEA & APAC
Termination benefits⁽¹⁾		5,774		(267	)		(1,228	)		(24	)		4,255
Facility closure costs and other⁽²⁾		241		462			(451	)		(1	)		251

Subtotal		6,015		195			(1,679	)		(25	)		4,506

Non-cash charges⁽²⁾				—

Segment Total				195

Total	$	8,109		5,267		$	(6,657	)	$	(27	)	$	6,692

Non-cash charges⁽²⁾				37

Total Provision			$	5,304

(1)	Includes severance and other termination benefits, including outplacement services.

(2)	Includes the cost of relocating associates, relocating equipment, lease termination expense and other costs in connection with the closure and optimization of facilities and product lines.

9. Benefit Plans

The Company sponsors various defined benefit plans and other post-retirement benefits plans, including health and life insurance, for certain eligible employees or former employees.

As part of the Separation, certain U.S. defined benefit and other post-retirement plans, formerly sponsored by the Parent, were transferred to the Company as of March 21, 2022. As a result of the transfer, the related net plan obligations of approximately $9.6 million are included within the Company’s Combined Condensed Balance Sheet at April 1, 2022.

The transferred plans include a defined benefit pension plan with assets of $201.2 million and projected benefit liabilities of $200.6 million and two unfunded defined benefit and other post-retirement benefit plans with liabilities of $11.7 million, all of which were recorded in the financial statements of the Parent at December 31,


		F-57

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

2021. The pretax net unrecognized pension and other post-retirement benefit cost included in Accumulated other comprehensive loss for the transferred plans is approximately $50.0 million. The net plan assets and obligations are presented within Compensation and related benefits in Note 8. “Accrued and Other Liabilities”.

The Parent offers both funded and unfunded noncontributory defined benefit pension plans in the U.S. that are shared amongst its businesses, including the Company prior to becoming plan sponsor. The participation of the Company’s employees and retirees in these plans is reflected in the Company’s historical Combined Financial Statements as though it participated in a multiemployer plan with the Parent. As a result, a proportionate share of the cost associated with these defined benefit plans is reflected in the Company’s historical Combined Financial Statements, while any assets and liabilities associated with these defined benefit plans were retained by the Parent and were not recorded on the Company’s historical Combined Financial Statements.

Prior to the Separation, certain current and former employees of the Company participated in a benefit plan previously sponsored by the Parent. Net periodic pension benefit income, related to this Parent-sponsored plan was allocated to the Company based on the Company’s share of total Parent headcount and is reflected within Interest income and other, net, in the Combined Statements of Operations for both the three months ended April 1, 2022, and April 2, 2021.

Net periodic benefit cost of the Company’s defined benefit pension plan for the three months ended April 1, 2022 and April 2, 2021 was $0.4 million and $0.3 million, respectively, and is reflected within Interest income and other, net, in the Combined Statements of Operations for both the three months ended April 1, 2022, and April 2, 2021.

The Company expects to contribute approximately $0.7 million to its U.S. pension plans and $3.6 million to its foreign pension plans in the remaining nine months of 2022. In the three months ended April 1, 2022, contributions of $0.2 million to U.S. pension plans and $1.2 million to foreign pension plans have been made.

10. Financial Instruments and Fair Value Measurements

The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.


		F-58

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows:


	April 1, 2022
	Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	5,875	$	—	$	—	$	5,875
Foreign currency contracts—not designated as hedges		—		1,559		—		1,559
Deferred compensation plans		—		2,488		—		2,488

	$	5,875	$	4,047	$	—	$	9,922

Liabilities:
Foreign currency contracts—not designated as hedges	$	—	$	2,745	$	—	$	2,745
Deferred compensation plans		—		2,488		—		2,488

	$	—	$	5,233	$	—	$	5,233


	December 31, 2021
	Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	8,133	$	—	$	—	$	8,133
Foreign currency contracts—not designated as hedges		—		2,487		—		2,487

	$	8,133	$	2,487	$	—	$	10,620

Liabilities:
Foreign currency contracts—not designated as hedges	$	—	$	2,309	$	—	$	2,309

There were no transfers in or out of Level One, Two or Three during the three months ended April 1, 2022.

Foreign Currency Contracts

As of April 1, 2022 and December 31, 2021, the Company had foreign currency contracts related to purchases and sales with notional values of $196.6 million and $180.8 million, respectively.

The Company recognized the following in its Combined Condensed Financial Statements related to its derivative instruments:


	Three Months Ended
	April 1, 2022			April 2, 2021
	(In thousands)
Contracts Not Designated in a Hedge Relationship:
Foreign Currency Contracts
Change in unrealized loss	$	(1,186	)	$	(1,850	)
Realized loss⁽¹⁾		(14,479	)		(254	)

(1)	Includes realized losses relating to certain corporate entities contributed to ESAB Corporation which are reflected within Interest income and other, net, in the Combined Statements of Operations during the three


		F-59

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

months ended April 1, 2022. See Note 1, “Organization and Basis of Presentation” for additional details. These realized losses are offset by unrealized gains which are also reflected within Interest income and other, net, in the Combined Statements of Operations during the three months ended April 1, 2022

11. Commitments and Contingencies

Asbestos Contingencies

Certain entities that became subsidiaries of ESAB Corporation during the three months ended April 1, 2022 are the legal obligor for certain asbestos obligations including long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations from the Parent’s other legacy industrial businesses. As a result, the Company holds certain asbestos-related contingencies and insurance coverages.

These subsidiaries are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers, and were not manufactured by any of the Company’s, or Parent’s, subsidiaries nor were the subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy. The subsidiaries settle asbestos claims for amounts the Company considers reasonable given the facts and circumstances of each claim. The annual average settlement payment per asbestos claimant has fluctuated during the past several years. The Company expects such fluctuations to continue in the future based upon, among other things, the number and type of claims settled in a particular period and the jurisdictions in which such claims arise. To date, the majority of settled claims have been dismissed for no payment.

The Company has classified asbestos-related activity in Loss from discontinued operations in the Combined Condensed Statements of Operations. This is consistent with the Parent’s classification on the basis that, pursuant to the purchase agreement from the Parent’s Fluid Handling business divestiture, the Parent retained its asbestos-related contingencies and insurance coverages. However, as the Parent did not retain an interest in the ongoing operations of the business subject to the contingencies, asbestos-related activity was classified as part of Loss from discontinued operations, net of taxes in the Consolidated Condensed Statements of Operations of the Parent.

The Company has projected each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. Consistent with the Parent, it is ESAB’s policy to record a liability for asbestos-related liability costs for the longest period of time that ESAB management can reasonably estimate.

The Company believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability as its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, the Company does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, no accrual has been recorded for any costs which may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed as incurred.


		F-60

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Each subsidiary has separate insurance coverage acquired prior to Company ownership of each independent entity. The Company has evaluated the insurance assets for each subsidiary based upon the applicable policy language and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies.

Asbestos-related claims activity since December 31, 2021 is as follows:


	Three Months Ended
	April 1, 2022
	(Number of claims)
Claims unresolved, beginning of period		14,559
Claims filed⁽¹⁾		1,065
Claims resolved⁽²⁾		(779	)

Claims unresolved, end of period		14,845

(1)	Claims filed include all asbestos claims for which notification has been received or a file has been opened.

(2)	Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants.

The Company’s Combined Condensed Balance Sheet included the following amounts related to asbestos-related litigation:


	April 1, 2022
	(In thousands)
Long-term asbestos insurance asset⁽¹⁾	$	229,215
Long-term asbestos insurance receivable⁽¹⁾		17,002
Accrued asbestos liability⁽²⁾		34,494
Long-term asbestos liability⁽³⁾		254,106

(1)	Included in Other assets in the Combined Condensed Balance Sheet.

(2)

Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Combined Condensed Balance Sheet.

(3)	Included in Other liabilities in the Combined Condensed Balance Sheet.

Management’s analyses are based on currently known facts and assumptions. Projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect the Company’s financial condition, results of operations or cash flow.

General Litigation


		F-61

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

financial condition, results of operations or cash flow of the Company. With respect to these proceedings, and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company.

12. Segment Information


	Three Months Ended
	April 1, 2022		April 2, 2021
	(In thousands)
Net sales:
Americas	$	272,325	$	226,159
EMEA & APAC		375,586		341,969

	$	647,911	$	568,128

Segment operating income⁽¹⁾:
Americas	$	33,802	$	24,766
EMEA & APAC		55,116		50,610

	$	88,918	$	75,376

(1)	The following is a reconciliation of Income from continuing operations before income taxes to segment operating income:


	Three Months Ended
	April 1, 2022			April 2, 2021
	(In thousands)
Income from continuing operations before income taxes	$	84,170		$	72,526
Interest income and other, net		(556	)		(225	)
Restructuring and other related charges		5,304			3,075

Segment operating income	$	88,918		$	75,376


		F-62

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

13. Related Party Transactions

Allocated Expenses

All of the Company’s transactions with the Parent are considered to be financing transactions, which are presented as Transfers from (to) Parent, net in the accompanying Combined Condensed Statements of Cash Flows.

The Company had no stock-based compensation plans prior to March 31, 2022; however certain employees of the Company participated in Colfax’s stock-based compensation plans, which provide for the grants of stock options and restricted stock units (“RSUs”) among other types of awards. The expense associated with the Company’s employees who participated in the Colfax plans is allocated to the Company in the accompanying Combined Condensed Statements of Operations.

The Company’s allocated expenses from the Parent are $6.0 million and $6.5 million for the three months ended April 1, 2022 and April 2, 2021, respectively.

Refer to Note 9, “Benefit Plans,” for allocations of net periodic benefit associated with a Parent sponsored benefit plan.

14. Subsequent Events

On April 4, 2022, Colfax completed the spin-off of Colfax’s Fabrication Technology business, through a pro rata distribution of 90% of the outstanding common stock of ESAB to Colfax stockholders. To effect the Separation, Colfax distributed to its stockholders one share of ESAB common stock for every three shares of Colfax common stock held on March 22, 2022, the record date for the Distribution. Upon completion of the Distribution, Colfax changed its name to Enovis Corporation. Enovis currently plans to divest its 10% retained share of ESAB in a tax-efficient manner no later than twelve months after the Distribution date. On April 5, 2022, ESAB began trading as an independent, publicly traded company under the stock symbol “ESAB” on the New York Stock Exchange. As of the date of Separation, the primary source of the cash on hand was cash generated from operations.

As a result of the Separation, the Company no longer participates in the Parent’s cash management and financing operations. Management assesses our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. We generate substantial cash from operating activities and expect that our operating cash flow and other sources of liquidity, including our credit facilities, will be sufficient following the Distribution date to allow us to manage our capital structure over the next twelve months and continue to invest in existing businesses and consummate strategic acquisitions.


		F-63

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

In April 2022, the Company entered into a credit agreement (“Credit Agreement”) and completed the following financing transactions;

•

A senior revolving facility in an initial aggregate principal amount of up to $750 million (the “Revolving Facility”)

•

A senior term loan A-1 facility in an initial aggregate principal amount of up to $400 million (the “Term Loan A-1 Facility”)

•

A 364-day senior term loan A-2 facility in an initial aggregate principal amount of up to $600 million (the “Term Loan A-2 Facility” and, together with the Term Loan A-1 Facility, and the Revolving Facility, the “Facilities”).

The initial credit extensions under the Facilities became available to ESAB, subject to certain conditions precedent, at the time of the closing of the Distribution. The Company used the proceeds of the Facilities, in part, to fund the cash distribution to the Parent as partial consideration for the transfer of the Parent’s Fabrication Technology business to the Company and to pay fees and expenses in connection with the Separation and Distribution. The Revolving Facility will also be used to provide funds for ESAB’s ongoing working capital requirements after the Separation and for general corporate purposes.

At the closing of the Distribution, ESAB incurred $1.2 billion of indebtedness under the Facilities and paid a dividend of $1.2 billion to the Parent. The indebtedness is comprised of: $600 million under the Term Loan A-2 Facility, $400 million under the Term Loan A-1 Facility and $200 million under the Revolving Facility. There are no required principal payments due on the Term Loan A-1 Facility or the Revolving Facility within 12 months of April 4, 2022, the effective date of the Facilities (the “Effective Date”). The Revolving Facility and the Term Loan A-1 Facility are expected to mature and be paid in full five years after the Effective Date. The Term Loan A-2 Facility is expected to mature and be paid in full 364 days after the Effective Date, or will be reduced dollar-for-dollar by the first $600 million of net proceeds from the incurrence or issuance of any additional permanent financing, including any issuance of senior unsecured notes. Interest rates on borrowings under the Facilities are based on prevailing market interest rates for borrowers of a similar size and credit as the Company. Interest on the Term Loan A-1 Facility and the Term Loan A-2 Facility will be payable quarterly in arrears on the last business day of March, June, September, and December of each year. Following payment of the $1.2 billion of outstanding financing, ESAB will have the capacity for additional indebtedness, up to $550 million.

At time of Separation, the total rate for the Revolving Facility and Term Loan A-1 Facility is based on the one month term SOFR plus 1.5% and the total rate for Term Loan A-2 Facility is based on the one month term SOFR plus 1.375%. Based on market conditions, the Company continues to evaluate options to reduce floating rate debt exposure and replace it with fixed rate debt.

The Facilities contain customary affirmative and negative covenants that, among other things, limit or restrict ESAB’s and/or our subsidiaries’ ability, subject to certain exceptions, to incur liens or indebtedness, to merge or engage in other fundamental changes or sell or otherwise dispose of assets, or to make dividends or distributions. The Company is required to maintain compliance with a leverage ratio and an interest coverage ratio. The Facilities contain customary events of default. Certain U.S. subsidiaries of ESAB will guarantee the obligations of the Company under the Facilities.

In connection with the Separation, ESAB and the Parent entered into various agreements to effect the Separation and provide a framework for ESAB’s relationship with the Parent after the Separation, including a


		F-64

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

stockholders’ and registration rights agreement, the employee matters agreement, the tax matters agreement, the transition services agreement, the EBS (“Enovis Growth Excellence Business System”) license agreement, the intellectual property matters agreement and certain transfer documents, including the separation and distribution agreement. These agreements govern the Separation between ESAB and the Parent of the assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax related assets and liabilities) of the Parent and its subsidiaries attributable to periods prior to, at and after ESAB’s Separation and will govern certain relationships between ESAB and Enovis after the Separation.

As a result of the Separation, accounts held by ESAB employees in the Parent’s deferred compensation programs referencing valuation of the Parent common stock were converted into accounts in ESAB deferred compensation programs referencing valuation of ESAB common stock, and with such accounts adjusted to maintain the economic value before and after the Separation date using the relative fair market value of the Parent and ESAB common stock.

In connection with the Separation, the Company adopted the 2022 Omnibus Incentive Plan (the “Stock Plan”) and outstanding equity awards of the Parent held by ESAB employees were converted into or replaced with awards of ESAB common stock under the Stock Plan based on the “concentration method,” and as adjusted to maintain the economic value before and after the distribution date using the relative fair market value of the Parent and ESAB common stock. For each equity award holder, the intent is to maintain the economic value of the equity awards before and after the Distribution. The terms of the equity awards, such as the award period, exercisability and vesting schedule, as applicable, will generally continue unchanged. Other than converted or replacement equity awards of ESAB issued in replacement of the Parent’s RSUs and stock options, the terms of the converted or replacement equity awards of ESAB (e.g., vesting date and expiration date) continued unchanged.

The invasion of Ukraine by Russia and the sanctions imposed in response to this crisis have increased the level of economic and political uncertainty in Russia. On April 25, 2022, based upon continued developments within the month, ESAB announced that the Company has decided it may be required to transition out of business in Russia and are evaluating options and possible timing for this transition. ESAB continues to fulfill current contractual obligations while addressing applicable laws and regulations. In the first quarter of 2022, Russia represented approximately 6% of the Company’s total revenue, and $5 million in Net income. Russia also had approximately 2% of the Company’s total net assets as of April 1, 2022. Russia has a cumulative translation loss of approximately $100 million, which could be realized upon a transition. To cover credit risks related to Russian and Ukrainian operations, ESAB increased the allowance on receivables by approximately $4.0 million during the first quarter of 2022. The Company is closely monitoring the developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting the Company’s ability to fulfill contractual obligations could have an adverse effect on the results of operations.


		F-65

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Colfax Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated financial statements of ESAB Corporation (the Company), a wholly-owned subsidiary of Colfax Corporation, as of December 31, 2021 and the related consolidated statements of operations, comprehensive loss, equity and cash flows for the period from inception (May 19, 2021) to December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for the period from inception (May 19, 2021) to December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Baltimore, Maryland

February 22, 2022


		F-66

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

Dollars in thousands


	For the period from inception (May 19, 2021) to December 31, 2021
Net sales	$	59,921
Cost of sales		36,435

Gross profit		23,486
Selling, general and administrative expense		11,375

Operating income		12,111
Interest expense		204

Income before income taxes		11,907
Income tax expense		5,039

Net income	$	6,868

See Notes to Consolidated Financial Statements.


		F-67

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

Dollars in thousands


	For the period from inception (May 19, 2021) to December 31, 2021
Net income	$	6,868
Other comprehensive loss:
Foreign currency translation		(8,669	)

Other comprehensive loss		(8,669	)

Comprehensive loss	$	(1,801	)

See Notes to Consolidated Financial Statements.


		F-68

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

CONSOLIDATED BALANCE SHEET

Dollars in thousands


	December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	325
Trade receivables, less allowance for credit losses of $813		14,880
Inventories, net		18,397
Prepaid expenses		1,722
Other current assets		1,703

Total current assets		37,027
Property, plant and equipment, net		7,369
Goodwill		75,503
Intangible assets, net		19,323
Lease asset - right of use		7,421
Other assets		795
Related party receivables, net		101,590

Total assets	$	249,028

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	15,685
Accrued payroll		3,009
Accrued taxes		2,019
VAT payable		4,004
Current lease liability		826
Other accrued liabilities		1,113

Total current liabilities		26,656
Deferred tax liability		5,363
Other liabilities		2,993
Non-current lease liability		6,351

Total liabilities		41,363

Equity:
Additional paid in capital		202,515
Retained Earnings		88,899
Accumulated other comprehensive loss		(83,749	)

Total equity		207,665

Total liabilities and equity	$	249,028

See Notes to Consolidated Financial Statements.


		F-69

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

Dollars in thousands


	Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total
Balance at inception (May 19, 2021)	$	202,515	$	82,031	$	(75,080	)	$	209,466
Net income		—		6,868		—			6,868
Other comprehensive loss		—		—		(8,669	)		(8,669	)

Balance at December 31, 2021	$	202,515	$	88,899	$	(83,749	)	$	207,665

See Notes to Consolidated Financial Statements.


		F-70

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

ESAB CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

Dollars in thousands


	For the period from inception (May 19, 2021) to December 31, 2021
Cash flows from operating activities:
Net income	$	6,868
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization charges		1,565
Deferred income tax expense		146
Changes in operating assets and liabilities:
Trade receivables, net		(666	)
Inventories, net		(6,555	)
Accounts payable		1,055
Other operating assets and liabilities		(1,422	)

Net cash provided by operating activities		991

Cash flows from investing activities:
Purchases of property, plant and equipment		(783	)
Proceeds from sale of property, plant and equipment		17

Net cash used in investing activities		(766	)

Cash flows from financing activities:
Proceeds from short-term borrowings		52
Related party financing repayments, net		(4,323	)

Net cash used in financing activities		(4,271	)

Effect of foreign exchange rates on Cash and cash equivalents		(189	)

Decrease in Cash and cash equivalents		(4,235	)

Cash and cash equivalents, beginning of period		4,560

Cash and cash equivalents, end of period	$	325

See Notes to Consolidated Financial Statements.


		F-71

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF ESAB CORPORATION

1.	Organization and Basis of Presentation

ESAB Corporation (the “Company”) is a Delaware corporation, and since its organization on May 19 2021, a wholly owned subsidiary of Colfax Corporation (“Colfax” or “Parent”). On May 19, 2021, in connection with the organization of ESAB Corporation, Colfax subscribed for 100 shares of common stock of ESAB Corporation.

On March 4, 2021, Colfax announced its intention to spin off its existing Fabrication Technology business (“FabTech”) into a separate publicly-traded company. The spin-off is targeted to be completed near the end of the first quarter of 2022 through a tax-free pro rata distribution of 90% of the common stock of FabTech business (the “Distribution”) to Colfax shareholders. The Company is anticipated to become the new parent company of FabTech upon completion of the Distribution.

While, subject to satisfaction of certain conditions, Colfax currently intends to effect the separation of FabTech through a distribution of shares of ESAB Corporation, Colfax has no obligation to pursue or consummate any separation of FabTech, including dispositions of its ownership interest in ESAB Corporation, by any specified date or at all. The conditions to the distribution may not be satisfied, Colfax may decide not to consummate the separation and the distribution even if the conditions are satisfied or Colfax may decide to waive one or more of these conditions and consummate the separation and distribution even if all of the conditions are not satisfied. There can be no assurance whether or when any such transaction will be consummated or as to the final terms of any such transaction.

On December 14, 2021, ESAB International Holdings, a wholly owned subsidiary of the Company, was established. The Company subscribed for 100 shares of common stock of ESAB International Holdings.

On December 29, 2021, in anticipation of the Distribution, certain subsidiaries of FabTech were transferred into the ownership of the Company in a common-control transaction. These subsidiaries, which operate in Peru and Colombia, are fully included in the combined financial results of the Fabrication Technology business of Colfax Corporation.

The accompanying consolidated financial statements presents the historical financial position of ESAB Corporation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

2.	Summary of Significant Accounting Policies

Principles of Consolidation

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP and include all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities or joint ventures for which the Company has a controlling financial interest or is the primary beneficiary. When protective rights, substantive rights or other factors exist, further analysis is performed in order to determine whether or not there is a controlling financial interest. The Consolidated Financial Statements reflect the assets, liabilities, revenues and expenses of consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition


		F-72

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The Company provides a variety of products and services to its customers. Most of the Company’s contracts consist of a single, distinct performance obligation or promise to transfer goods or services to a customer. For contracts that include multiple performance obligations, we allocate the total transaction price to each performance obligation using our best estimate of the stand-alone selling price of each identified performance obligation. A significant majority of our revenue relates to the shipment of off-the-shelf products that is recognized when control is transferred to the customer. On a limited basis, we have agreements with customers that have multiple performance obligations. In determining whether there are multiple performance obligations, we first assess the goods or services promised in the customer arrangement and then consider the guidance in ASC 606, “Revenue from Contracts with Customers”, to evaluate whether goods and services are capable of being distinct and are considered distinct within the customer arrangement. To determine whether promised goods or services are separately identifiable (i.e., whether a promise to transfer a good or service is distinct in the context of the contract), we evaluate whether the contract is to deliver (1) multiple promised goods or services or (2) a combined item that comprises the individual goods or services promised in the contract. Substantially all revenue involving development and application engineering projects consists of a single performance obligation and is recognized at a point in time.

Revenue recognition and billing typically occur simultaneously for contracts recognized at a point in time. Therefore we do not have material revenues in excess of customer billings or billings to customers in excess of recognized revenues.

Taxes Collected from Customers and Remitted to Governmental Authorities

The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis within Net sales in the Consolidated Statement of Operations and are recorded on the Consolidated Balance Sheet until remitted to the respective taxing authority.

Cash and Cash Equivalents

Cash and cash equivalents include all financial instruments purchased with an initial maturity of three months or less.

Trade Receivables

Trade receivables are presented net of an allowance for credit losses. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Estimated credit losses are reviewed periodically by management.

Inventories


		F-73

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Property, Plant and Equipment

Property, plant and equipment, net is stated at historical cost, which includes the fair values of such assets acquired through acquisitions.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. Indefinite-lived intangible assets consist of certain trade names.

The Company evaluates the recoverability of Goodwill and its indefinite-lived trade names annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount. The annual impairment test date elected by the Company is the first day of its fourth quarter. The Company has two reporting units and a single reporting segment. Goodwill and indefinite-lived trade names are considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value.

When a quantitative impairment test is needed, the Company measures fair value of reporting units based on a present value of future discounted cash flows. The discounted cash flow models indicate the fair value of the reporting units based on the present value of the cash flows that the reporting units are expected to generate in the future. Significant estimates in the discounted cash flow models include the weighted-average cost of capital, net sales and profitability of our business. No indication of impairment existed based on the Company’s evaluation for the period from inception (May 19, 2021) to December 31, 2021. No material events that would represent impairment indicators have occurred subsequent to the performance of the 2021 annual impairment test.

In the evaluation of indefinite-lived trade names for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the trade name is less than its carrying value. If the Company determines that it is more likely than not for the trade name’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not that the trade name’s fair value is less than its carrying value, a fair value calculation is performed and compared to the carrying value of the trade name. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying amount of the indefinite-lived trade name exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company measures the fair value of its indefinite-lived trade names using the “relief from royalty” method. Significant estimates in this approach include projected revenues and royalty and discount rates for each trade name evaluated. No indication of impairment existed based on the Company’s evaluation for the period from inception (May 19, 2021) to December 31, 2021.

Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets

Definite-lived intangible assets primarily represent acquired customer relationships. The Company generally uses a straight-line amortization method with useful lives generally ranging from ten to twenty years.


		F-74

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The Company assesses its long-lived assets and definite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected cash flows are less than the carrying amounts, an impairment loss equal to the difference between the carrying amount of the asset and its fair value would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. Management determines fair value using the discounted cash flow method or other accepted valuation techniques.

Income Taxes

Income taxes for the Company are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Consolidated Financial Statements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets are reported in Other assets in the Consolidated Balance Sheet. Deferred income tax liabilities are reported in the Consolidated Balance Sheet. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Income tax expense in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred.

Use of Estimates

The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the period presented. Actual results may differ from those estimates.

3.	Revenue

The Company develops, manufactures and supplies consumable welding and cutting products and equipment. The Company provides a wide range of products with innovative technologies to solve challenges in a range of industries, including cutting, joining and automated welding. Substantially all revenue is recognized at a point in time.


		F-75

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The Company disaggregates its revenue into the following product groups:


	For the period from inception (May 19, 2021) to December 31, 2021
	(In thousands)
Consumables	$	50,916
Equipment		9,005

	$	59,921

There are no customers which represent more than 10% of the Company’s revenue for the period from inception (May 19, 2021) to December 31, 2021.

4.	Property, Plant and Equipment, Net

Property, Plant and Equipment, consisted of the following:


	Depreciable Life		December 31, 2021
	(In years)		(In thousands)
Land		n/a	$	1,459
Buildings and improvements		5-40		4,530
Machinery and equipment		3-15		8,453

				14,442
Accumulated depreciation				(7,073	)

			$	7,369

Depreciation expense for the period from inception (May 19, 2021) to December 31, 2021 was $0.6 million.

5.	Inventories, Net

Inventories, net consisted of the following:


	December 31, 2021
	(In thousands)
Raw materials	$	6,946
Work in process		453
Finished goods		11,935

		19,334
Less: allowance for excess, slow-moving and obsolete inventory		(937	)

	$	18,397

6.	Leases

The Company leases certain office spaces and vehicles. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. The Company determines the lease term by assuming options that are reasonably certain of being renewed will be exercised. Certain of the Company’s leases include rental payments adjusted for inflation. The right-of-use lease asset and lease liabilities are recorded on the Consolidated Balance Sheet. Operating lease expense was $0.7 million, for the period from inception (May 19, 2021) to December 31, 2021.


		F-76

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

The following table presents the maturity of our operating lease liabilities as of December 31, 2021:


	December 31, 2021
	(In thousands)
Future lease payments by year:
2022	$	1,090
2023		961
2024		835
2025		530
2026		551
Thereafter		5,110

Total		9,077
Less: present value discount		(1,900	)

Present value of lease liabilities	$	7,177

Weighted-average remaining lease term (in years):
Operating leases		11.49
Weighted-average discount rate:
Operating leases		3.9	%

7.	Goodwill and Intangible Assets

The following table summarizes Goodwill activity for the period from inception (May 19, 2021) to December 31, 2021:


	December 31, 2021
	(In thousands)
Balance, May 19, 2021	$	79,954
Impact of foreign currency translation		(4,451	)

Balance, December 31, 2021	$	75,503

The following table summarizes the Company’s Intangible assets, excluding Goodwill:


	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization
	(In thousands)
*Indefinite-lived intangible assets*
Trade names	$	4,124	$	—
*Definite-lived intangible assets*
Software		1,509		(1,280	)
Acquired customer relationships		27,402		(12,432	)

	$	33,035	$	(13,712	)

Amortization expense for the period from inception (May 19, 2021) to December 31, 2021 was $1.0 million. See Note 2, “Summary of Significant Accounting Policies” for discussion regarding impairment of Intangible assets.


		F-77

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

8.	Income Taxes

Income before income taxes and Income tax expense consisted of the following:


	For the period from May 19, 2021 to December 31, 2021
	(In thousands)
Income before income taxes:
Domestic operations	$	—
Foreign operations		11,907

	$	11,907

Income tax expense:
Current:
Federal	$	—
State		—
Foreign		4,893

		4,893

Deferred:
Domestic operations		—
Foreign operations		146

		146

	$	5,039

The Company’s Income tax expense differs from the amount that would be computed by applying the U.S. federal statutory rate as follows:


	For the period from May 19, 2021 to December 31, 2021
	(In thousands)
Taxes calculated at the U.S. federal statutory rate	$	2,500
Effect of tax rates on international operations		1,112
Withholding taxes		1,427

Income tax expense	$	5,039


		F-78

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Deferred income taxes, net reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The significant components of deferred tax assets and liabilities are as follows:


	December 31, 2021
	(In thousands)
Deferred tax assets:
Expenses currently not deductible	$	3,423

Deferred tax liabilities:
Depreciation and amortization	$	(8,064	)
Inventory		(722	)

Total deferred tax liabilities	$	(8,786	)

Total deferred tax liabilities, net	$	(5,363	)

The Company records a liability for unrecognized income tax benefits for the amount of benefit included in its previously filed income tax returns and in its financial results expected to be included in income tax returns to be filed for periods through the date of its Consolidated Financial Statements for income tax positions for which it is not more likely than not to be sustained upon examination by the respective taxing authority. The gross unrecognized tax benefit (inclusive of associated interest and penalties) at inception (May 19, 2021) and December 31, 2021 was $2.9 million.

The Company is routinely examined by tax authorities around the world. Tax examinations remain in process in Peru. In Peru, tax years dating back to 2012 remain subject to examination.

The Company’s total unrecognized tax benefits were $2.9 million as of December 31, 2021, inclusive of $0.8 million of interest and penalties and are included within Other liabilities on the Consolidated Balance Sheet. Due to the difficulty in predicting with reasonable certainty when tax audits will be fully resolved and closed, the range of reasonably possible significant increases or decreases in the liability for unrecognized tax benefits that may occur within the next 12 months is difficult to ascertain. Currently, the Company estimates that it is reasonably possible that the expiration of various statutes of limitations, resolution of tax audits and court decisions may reduce its tax expense in the next 12 months, the Company does not expect any such reduction to be material.

9.	Financial Instruments and Fair Value Measurements

Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.


		F-79

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

A summary of the Company’s assets and liabilities that are measured at fair value on a recurring basis for each fair value hierarchy level for the periods presented is as follows:


	December 31, 2021
	Level One		Level Two		Level Three		Total
			(In thousands)
Assets:
Foreign currency contracts - not designated as hedges⁽¹⁾	$	—	$	509	$	—	$	509

Liabilities:
Foreign currency contracts - not designated as hedges⁽²⁾	$	—	$	30	$	—	$	30

(1)	Included within other current assets in the Consolidated Balance Sheet.

(2)	Included within other accrued liabilities in the Consolidated Balance Sheet.

There were no transfers in or out of Level One, Two or Three during the period from inception (May 19, 2021) to December 31, 2021.

Foreign Currency Contracts

The Company periodically enters into foreign currency derivative contracts including foreign currency swaps and forward contracts to mitigate exchange rate risk. Commodity derivative contracts can be used to manage costs of raw materials used in the Company’s production processes. Foreign currency contracts are measured using broker quotations or observable market transactions in either listed or over-the-counter markets. The Company primarily uses foreign currency contracts to mitigate the risk associated with customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency. As of December 31, 2021, the Company had foreign currency contracts related to purchases and sales with a notional value of $24.2 million.

The Company recognized the following in its Consolidated Financial Statements related to its derivative instruments:


	For the period from inception (May 19, 2021) to December 31, 2021
	(In thousands)
*Contracts Not Designated in a Hedge Relationship:*
Foreign Currency Contracts
Changes in unrealized gain	$	478
Realized loss	$	(2,624	)


		F-80

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

10.

Related Party Transactions

The Parent allocates management charges to the Company for corporate services and license fees. Management charges of $4.0 million were recognized within Selling, general and administrative expense on the Consolidated Statement of Operations for the period from inception (May 19, 2021) to December 31, 2021.

The Company participates in Colfax’s corporate cash sweep program and has executed certain financing transactions with other entities under common control. As a result of these transactions, the Company has a balance due from related parties of $101.6 million as of December 31, 2021. Interest is accrued on these balances at a rate of London Inter-Bank Offered Rate less 0.25%.


		F-81

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Up to 6,003,431 Shares

ESAB CORPORATION

Common Stock

LOGO

PROSPECTUS

, 2022

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

PART II

Information Not Required In Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses in connection with the offering described in this registration statement. All expenses incurred with respect to the registration of the common stock will be borne by us. All amounts are estimates except the SEC registration fee.


		Amount to be Paid
SEC Registration Fee		$
Printing Expenses*
Legal Fees and Expenses*
Accounting Fees and Expenses*
Miscellaneous Expenses*
Total		$

*	Estimated solely for the purpose of this Item. Actual expenses may vary.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

Our Amended and Restated Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

•	any breach of their duty of loyalty to our company or our stockholders;

•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•	any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our Amended and Restated Bylaws, or Bylaws, provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Our Bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our Bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.


		II-1

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions included in our Amended and Restated Certificate of Incorporation, Bylaws and in indemnification agreements that we enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against losses arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law. At present, we are not aware of any pending litigation or proceedings involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities.

There have not been any sales of unregistered securities of our common stock prior to the date of this registration statement.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.


		II-2

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

(b) Financial statement schedules

See page F-1 for an index to the financial statements and schedules included in the registration statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


		II-3

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

(5) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


		II-4

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	Exhibit Number	Date Filed

1.1	Form of Underwriting Agreement			To be filed by amendment

2.1	Separation and Distribution Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	2.1	April 8, 2022

3.1	Amended and Restated Certificate of Incorporation of ESAB Corporation	8-K	3.1	April 8, 2022

3.2	Amended and Restated Bylaws of ESAB Corporation	8-K	3.2	April 8, 2022

5.1	Opinion of Gibson, Dunn & Crutcher LLP			To be filed by amendment

10.1	Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.1	April 8, 2022

10.2	Tax Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.2	April 8, 2022

10.3	Employee Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.3	April 8, 2022

10.4	Intellectual Property Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.4	April 8, 2022

10.5	EBS License Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.5	April 8, 2022

10.6	Stockholder’s and Registration Rights Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation	8-K	10.6	April 8, 2022

10.7	Registration Rights Agreement, dated March 17, 2022, among ESAB Corporation, Mitchell P. Rales and Steven M. Rales			July 21, 2022

10.8	Credit Agreement, dated April 4, 2022, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including any designated subsidiary borrower party thereto pursuant to the terms thereof and certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein	8-K	10.7	April 8, 2022

10.9	Amendment No. 2 to Credit Agreement, dated June 28, 2022	8-K	10.1	June 28, 2022

10.10#	ESAB Corporation 2022 Omnibus Incentive Plan	8-K	10.8	April 8, 2022

10.11#	ESAB Corporation Annual Incentive Plan	10-12B/A	10.9	March 11, 2022

10.12#	The ESAB Group, Inc. Excess Benefits Plan	10-12B/A	10.10	March 11, 2022

10.13#	The ESAB Group, Inc. Nonqualified Deferred Compensation Plan	10-12B/A	10.11	March 11, 2022


		II-5

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83


		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	Exhibit Number	Date Filed

10.14#	ESAB Corporation Executive Officer Severance Plan	10-12B/A	10.12	March 11, 2022

10.15#	Letter Agreement, effective as of May 15, 2016, between Colfax Corporation and Shyam Kambeyanda	10-12B/A	10.13	March 11, 2022

10.16#	Letter Agreement, dated April 26, 2019, between Colfax Corporation and Kevin Johnson	10-12B/A	10.14	March 11, 2022

10.17#	Letter Agreement, dated April 4, 2017, between Colfax Corporation and Olivier Biebuyck	10-12B/A	10.15	March 11, 2022

10.18#	Letter Agreement, dated December 17, 2021, between ESAB Corporation and Kevin Johnson	10-12B/A	10.17	March 11, 2022

10.19#	Letter Agreement, dated December 12, 2021, between ESAB Corporation and Olivier Biebuyck	10-12B/A	10.18	March 11, 2022

10.20#	Letter Agreement, dated December 10, 2021, between ESAB Corporation and Curtis Jewell	10-12B/A	10.20	March 11, 2022

10.21#	Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda	10-12B/A	10.21	March 11, 2022

10.22#	Form of Change in Control Agreement, effective October 27, 2020 (Colfax)	10-12B/A	10.22	March 11, 2022

10.23#	Change in Control Agreement, dated October 30, 2020, between Colfax Corporation and Shyam Kambeyanda	10-12B/A	10.23	March 11, 2022

10.24#	Form of Change in Control Agreement, effective March 5, 2021 (ESAB)	10-12B/A	10.24	March 11, 2022

10.25#	Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda	10-12B/A	10.25	March 11, 2022

10.26#	Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Olivier Biebuyck	10-12B/A	10.27	March 11, 2022

10.27#	Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Curtis Jewell	10-12B/A	10.28	March 11, 2022

10.28#	Retention Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda	10-12B/A	10.29	March 11, 2022

10.29#	Form of Retention Agreement, dated March 5, 2021	10-12B/A	10.30	March 11, 2022

10.30#	Form of Change in Control Agreement, effective February 17, 2022 (ESAB)	10-12B/A	10.31	March 11, 2022

10.31#	Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Kevin Johnson	10-12B/A	10.32	March 11, 2022

10.32#	Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Olivier Biebuyck	10-12B/A	10.33	March 11, 2022

10.33#	Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Curtis Jewell	10-12B/A	10.36	March 11, 2022


		II-6

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83


		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	Exhibit Number	Date Filed

10.34#	Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement	10-12B/A	10.38	March 11, 2022

10.35#	Form of ESAB Corporation Officer Performance Stock Unit Agreement	10-12B/A	10.39	March 11, 2022

10.36#	Form of ESAB Corporation Officer Restricted Stock Unit Agreement	10-12B/A	10.40	March 11, 2022

10.37#	Form of ESAB Corporation Outside Director Non-Qualified Stock Option Agreement	10-12B/A	10.41	March 11, 2022

10.38#	Form of ESAB Corporation Outside Director Restricted Stock Unit Agreement	10-12B/A	10.42	March 11, 2022

21.1	Subsidiaries of the Registrant.			July 21, 2022

23.1	Consent of Ernst & Young LLP.			To be filed by amendment

23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).			To be filed by amendment

24.1	Power of Attorney (contained on signature page hereto).			To be filed by amendment

107	Filing Fee Table			To be filed by amendment

# Indicates management contract or compensatory plan, contract or agreement.


		II-7

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Bethesda, State of Maryland, on , 2022.


ESAB Corporation

By:
		Shyam P. Kambeyanda
		President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Shyam P. Kambeyanda, Kevin Johnson and Curtis Jewell, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments and related registration statements), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:


SIGNATURE	TITLE	DATE

Shyam P. Kambeyanda	President, Chief Executive Officer and Director (Principal Executive Officer)	, 2022

Kevin Johnson	Chief Financial Officer (Principal Financial Officer)	, 2022

Mitchell P. Rales	Chairman	, 2022

Patrick W. Allender	Director	, 2022

Melissa Cummings	Director	, 2022

Christopher M. Hix	Director	, 2022

Rhonda L. Jordan	Director	, 2022


		II-8

Confidential Treatment Requested by ESAB Corporation

Pursuant to 17 C.F.R. § 200.83


SIGNATURE	TITLE	DATE

Robert S. Lutz	Director	, 2022

Stephanie M. Phillipps	Director	, 2022

Didier Teirlinck	Director	, 2022

Rajiv Vinnakota	Director	, 2022


		II-9