8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):January 9, 2009

Colfax Corporation

(Exact name of registrant as specified in its charter)

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

8730 Stony Point Parkway, Suite 150

Richmond, VA 23235

(Address of Principal Executive Offices) (Zip Code)

(804) 560-4070

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition.

On January 9, 2009, Colfax Corporation issued a press release providing 2009 outlook and preliminary 2008 highlights.  A copy of Colfax Corporation’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  Colfax Corporation has scheduled a conference call for 8:00 a.m. EST on January 9, 2009 to discuss its 2009 outlook and preliminary 2008 highlights, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

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Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

99.1 Colfax Corporation press release dated January 9, 2009, providing 2009 outlook and preliminary 2008 highlights.

99.2 Colfax Corporation slides for January 9, 2009 conference call to discuss 2009 outlook and preliminary 2008 highlights.

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SIGNATURES

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

	Colfax Corporation
Date: January 9, 2009	By:	/s/ JOHN A. YOUNG
	Name:	John A. Young
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

99.1 Colfax Corporation press release dated January 9, 2009, providing 2009 outlook and preliminary 2008 highlights.

99.2 Colfax Corporation slides for January 9, 2009 conference call to discuss 2009 outlook and preliminary 2008 highlights.

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EX-99.1

Colfax Provides 2009 Outlook and Preliminary 2008 Highlights

Richmond, VA — January 9, 2009 - Colfax Corporation (NYSE: CFX), a global leader in engineered fluid handling products and systems, announced today that it expects full-year 2009 net earnings in the range of $.80 to $.87 per share.  The range for adjusted net earnings is $1.10 to $1.17 per share and excludes the impact of asbestos-related items.  The company expects organic sales growth in 2009, which excludes the impact of foreign exchange rate fluctuations and acquisitions, to be in the range of 1% to 3%.

The company expects full year 2008 net sales to be approximately $605 million, an increase of 19%.  Organic sales growth for 2008 is expected to be about 14%, in line with the company’s low double-digit organic growth expectation for the year.  Orders for the year increased 15% to approximately $670 million.  On an organic basis, the company expects orders to be up 7% over 2007.  The backlog on December 31, 2008 was approximately $331 million.

“We are expecting modest organic sales growth in 2009,” said John Young, president and CEO of Colfax Corporation.  “While we are entering the year with a sizable backlog, we remain cautious about the second half of the year due to the uncertainty related to the weak global economy and its potential impact on our end markets.  We believe we’re well positioned to execute on our long-term strategies given our broad product portfolio, global footprint in diverse markets and unmatched application expertise.  We believe these strengths, combined with our solid financial condition, will enable us to perform successfully in a challenging economic environment.”

Conference Call and Webcast

Colfax will host a conference call to review the outlook and answer questions on Friday January 9, 2009 at 8:00 a.m. EST. The call will be open to the public through 719-325-4749 or 877-723-9502 and webcast via Colfax’s website at http://www.colfaxcorp.com under the “Investor Relations” section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading.  Both the audio of this call and the slide presentation will be archived on the website later today and will be available until our next quarterly earnings call. In addition, a replay of this call will be available until approximately January 23, 2009. The replay number is 888-203-1112 (or 719-457-0820) for international participants), and the access code is 4979159.

Non-GAAP Financial Measures

Colfax has provided financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income per share, organic sales growth and organic order growth. Adjusted net income per share excludes asbestos liability and defense costs (income) and asbestos coverage litigation expense. Organic sales growth and organic order growth exclude the impact of acquisitions and foreign exchange rate fluctuations.  These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis.

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.

About Colfax Corporation

Colfax Corporation is a global leader in critical fluid-handling solutions, including the manufacture of positive displacement industrial pumps and valves used in global oil & gas, power generation, marine, naval and a variety of other industrial applications.  Key product brands include Allweiler, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker “CFX.”  Additional information about Colfax’s products, businesses and practices is available at www.colfaxcorp.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax’s results to differ materially from current expectations include, but are not limited factors detailed in Colfax’s reports filed with the U.S. Securities and Exchange Commission as well as its Registration Statement on Form S-1 under the caption “Risk Factors”. In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.

Colfax Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(amounts in dollars)
(preliminary unaudited)
	EPS Range
Projected net income per share - fully diluted	$	0.80		$	0.87
Asbestos coverage litigation		0.28			0.28
Asbestos liability and defense costs		0.16			0.16
Income tax benefit at 32%		(0.14	)		(0.14	)
Projected adjusted net income per share - fully diluted	$	1.10		$	1.17

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Colfax Corporation
Sales and Order Growth
(amounts in millions)
(preliminary unaudited)
	Sales				Orders
	$		%		$		%
Twelve Months Ended December 31, 2007	$	506			$	582
Components of Growth:
Organic Growth from Existing Businesses		69	14	%		41	7	%
Acquisitions		6	1	%		12	2	%
Foreign Currency Translation		24	5	%		35	6	%
Total Growth		98	19	%		89	15	%
Twelve Months Ended December 31, 2008	$	605			$	670

CONTACT:  Investors, Mitzi Reynolds, Vice President of Investor Relations, +1-804-327-5689, investors@colfaxcorp.com

EX-99.2

2009 Outlook Call

January 9, 2009

The following information contains forward-looking statements, including forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking
statements include, but are not limited to, statements concerning Colfax's plans, objectives,
expectations and intentions and other statements that are not historical or current facts.  Forward-
looking statements are based on Colfax's current expectations and involve risks and uncertainties that
could cause actual results to differ materially from those expressed or implied in such forward-looking
statements.  Factors that could cause Colfax's results to differ materially from current expectations
include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and
Exchange Commission as well as its Registration Statement on Form S-1 under the caption “Risk
Factors”.  In addition, these statements are based on a number of assumptions that are subject to
change.  This presentation speaks only as of this date.  Colfax disclaims any duty to update the
information herein.

Forward-Looking Statements

1

  Net sales of approximately $605 million, an increase of 19% (organic growth of     
14%)

Fourth quarter net sales of approximately $159 million, an increase of 11% (organic growth
of 18%)

  Orders of approximately $670 million, an increase of 15% (organic growth of 7%)

Fourth quarter orders of approximately $127 million, a decline of 19% (organic decline of  
16%)

  Backlog of approximately $331 million at 12/31/08

  Strong balance sheet and cash flow

  IPO in May – net proceeds of $193 million

Strong performance in 2008

2008 Highlights

(All 2008 financial numbers are estimates)

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Adjusted EPS for 2009 of $1.10 to $1.17

2009 Outlook Summary

$585 million

to

$570 million

2009 Total

3%

to

1%

2009 Organic growth (1)

Revenue Range

$2.5 million

Incremental public company costs

43.3 million

Outstanding shares

$8 million

Interest expense

32%

Tax rate

$1.41

Euro

$7 million

Asbestos liability and defense (income) costs

$12 million

Asbestos coverage litigation

Assumptions

$1.17

to

$1.10

2009 Adjusted net income per share (2)

$0.87

to

$0.80

2009 Net income per share

EPS Range

(1)

Excludes impact of foreign exchange rate fluctuations and acquisitions

(2)

Excludes impact of asbestos coverage litigation and asbestos liability and defense (income) costs

(See Appendix for Non-GAAP reconciliation)

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Strong Financial Condition

Debt to adjusted EBITDA < 1 times as of the end of the third quarter

(covenant – 3.25 to 1.00)

Fixed charge coverage > 6 times as of the end of the third quarter

(covenant – 1.5 to 1.0)

Approximately $133 million available on revolver at year end (expires in 2013)

Approximately $25 million in cash as of 1/8/09

Strong balance sheet and credit availability provide flexibility

4

Market Trends

International trade and demand for bulk commodities and oil continuing to 
drive new ship construction

Aging fleet, environmental regulations requiring ship owners to upgrade or
replace ships

Local presence required to effectively serve customers and capture 
aftermarket business

Declining orders and risk of potential cancellations / project delays

Our Plan for 2009

Expand sales of high spec marine vessels such as FPSOs and bitumen tankers

Focus on developing and expanding sales of new products such as Optiline,
which eliminates seal leakage

Increase aftermarket sales; foremarket sales have been robust over the last 5
years

Colfax Estimated
08 Sales Split

24%
Comm.
Marine

Commercial Marine Market Perspective

Executing strategies to drive profitable sales growth

5

Colfax Estimated
08 Sales Split

15%
O&G

Market Trends

Capacity constraints and global demand spurring heavy oil exploration,
transport and processing

Customers focusing more on “total cost of ownership” to reduce downtime 
and increase efficiency

Application expertise critical to winning large project orders

Volatile oil prices and economic downturn resulting in project delays

Our Plan for 2009

Support and expand customer base globally

Open sales and engineering office in Bahrain to support growth in exploration 
of heavy oil fields in the Middle East

Focus on providing system solutions which offer total savings of ownership
when considering capital, energy and maintenance costs over several years

Oil & Gas Market Perspective

Strong product portfolio capable of solving needs of evolving oil & gas market

6

Colfax Estimated
08 Sales Split

13%
Power
Gen.

Market Trends

Economic growth in Asia and Middle East driving investment in energy
infrastructure projects

Aging power infrastructure in mature markets creating upgrade projects to
increase efficiency and lower operating costs

Multiple forms of power generation (gas, coal, hydro, nuclear) being
employed to satisfy growing global demand

Our Plan for 2009

Support and expand customer base including OEMs and end users

Participate in developing energy infrastructure projects in less developed
countries such as Iraq

Power Generation Market Perspective

Leading supplier of lubrication solutions to power generation OEMs

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Developing innovative fluid handling products and systems to drive future growth

Colfax Estimated
08 Sales Split

6%
Navy

Market Trends

New ships replacing older decommissioned vessels in the U.S.

Sovereign navies around the world expanding fleets to address heightened
national security level concerns

Increased demand for integrated fluid handling systems and solutions to 
reduce operating costs

Our Plan for 2009

Support U.S. Navy expansion programs including plans for 8 new submarines
over the next 10 years

Develop innovative control solutions for mission and safety critical processes
and machinery in harsh environments

Continue to develop Smart Valve technology which reduces operating costs
and improves efficiency

Global Navy Market Perspective

8

Leading supplier of highly engineered fluid handling products and systems with global reach

Colfax Estimated
08 Sales Split

42%
General
Industrial

Market Trends

Global economic development driving increased capital investment

Developing regions embracing engineered products and solutions that 
reduce costs and increase efficiency

Global footprint and channel optimization required to cover broad end 
market applications

Uncertain economy impacting some end markets

Our Plan for 2009

Continue to expand and diversify customer base

Develop solutions that improve efficiency

General Industrial Perspective

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2009 Priorities

Continue to invest in our growth initiatives, breakthrough opportunities are critical
to our future growth

Pursue acquisitions that will support organic growth initiatives, strengthen
relationships with channel partners and customers, and solidify our competitive
position in targeted end markets

Maintain profitability by reducing operating expenses and controlling costs
throughout businesses

Well positioned to execute long-term strategies

10

Well Positioned for the Future

Leading Brand Names
Generating Aftermarket

Sales and Services

Experienced Management
Team in Place to Grow  
Organically and Through
Strategic Acquisitions

Global Leader in Specialty
Fluid Handling Products

Proven Application

Expertise in Solving

Critical Customer Needs

Serving Growing
Infrastructure Driven End
Markets

Strong Financial Condition

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Appendix

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Disclaimer

Colfax has provided financial information that has not been prepared in accordance with GAAP. These
non-GAAP financial measures are adjusted net income per share, organic sales growth and organic
order growth. Adjusted net income per share excludes asbestos liability and defense costs
(income) and asbestos coverage litigation expense. Organic sales growth and organic order growth
exclude the impact of acquisitions and foreign exchange rate fluctuations.  These non-GAAP financial
measures assist Colfax in comparing its operating performance on a consistent basis.

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.

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(amounts in dollars)
(preliminary unaudited)
	EPS Range
Projected net income per share - fully diluted	$	0.80		$	0.87
Asbestos coverage litigation		0.28			0.28
Asbestos liability and defense costs		0.16			0.16
Income tax benefit at 32%		(0.14	)		(0.14	)
Projected adjusted net income per share - fully diluted	$	1.10		$	1.17

(amounts in millions)
(preliminary unaudited)
	Sales					Orders
	$			%		$			%
Three Months Ended December 31, 2007	$	144				$	156
Components of Growth:
Organic Growth from Existing Businesses		25		18	%		(25	)	-16	%
Acquisitions		1		1	%		3		2	%
Foreign Currency Translation		(11	)	-8	%		(8	)	-5	%
Total Growth		15		11	%		(29	)	-19	%
Three Months Ended December 31, 2008	$	159				$	127
	Sales					Orders
	$			%		$			%
Twelve Months Ended December 31, 2007	$	506				$	582
Components of Growth:
Organic Growth from Existing Businesses		69		14	%		41		7	%
Acquisitions		6		1	%		12		2	%
Foreign Currency Translation		24		5	%		35		6	%
Total Growth		98		19	%		89		15	%
Twelve Months Ended December 31, 2008	$	605				$	670