What changed in this filing

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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-18 · 42 added, 18 removed, 268 unchanged (18% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed in this report on Form 10-K has been recorded, processed, summarized and reported as of the end of the period covered by this report on Form 10-K, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company completed the DJO acquisition on February 22, 2019.

Management considers this transaction to be material to the Company’s consolidated financial statements and believes that the internal controls and procedures of DJO have a material effect on the Company’s internal control over financial reporting.

During the year ended December 31, 2020, the Company has completed the process of incorporating the internal controls and procedures of DJO into our internal controls over financial reporting and extending our compliance program under the Sarbanes-Oxley Act of 2002 to include DJO.

Other than the DJO acquisition noted above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

7 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020 based on the criteria established in Internal Control - Integrated Framework , issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 framework).

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 based on the criteria established in Internal Control - Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021.

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

59 unchanged sentences

001-34045) as filed with the SEC on February 25, 2019

Description of Securities registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 4.8 to Colfax Corporation’s Form 10-K (File No.

001-34045) as filed with the SEC on February 24, 2020

Description of Securities registered under Section 12 of the Exchange Act Filed herewith

Colfax Corporation 2008 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008

48 unchanged sentences

001-34045) as filed with the SEC on May 27, 2020

Form of Retention Restricted Stock Unit Agreement (2020 Plan)*

Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Colfax Corporation Amended and Restated Excess Benefit Plan, effective as of January 1, 2013* Incorporated by reference to Exhibit 10.13 to Colfax Corporation’s Form 10-K (File No.

11 unchanged sentences

001-34045) as filed with the SEC on February 24, 2020

Amendment No.

3 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of December 1, 2020* Filed herewith

Amendment No.

4 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of January 1, 2022* Filed herewith

Employment Agreement between Matthew L.

3 unchanged sentences

001-34045) as filed with the SEC on July 28, 2016

Description Location

Employment Agreement between Colfax Corporation and Daniel A.

4 unchanged sentences

Employment Agreement, dated as of November 14, 2016, by and between DJO Global, Inc.

and Brady Shirley* Filed herewith

Description Location

and Brady Shirley* Incorporated by reference to Exhibit 10.35 to Colfax Corporation’s Form 10-K (File No.

001-34045) as filed with the SEC on February 19, 2021

Form of Indemnification Agreement between Colfax Corporation and each of its directors and executive officers* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008

21 unchanged sentences

001-34045) as filed with the SEC on May 7, 2020

Amendment No.

4 to Credit Agreement dated as of April 15, 2021 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 10-Q (File No.

001-34045) as filed with the SEC on July 28, 2021

Registration Rights Agreement, dated May 30, 2003, by and among Colfax Corporation, Colfax Capital Corporation, Janalia Corporation, Equity Group Holdings, L.L.C., and Mitchell P.

6 unchanged sentences

001-34045) as filed with the SEC on February 19, 2013

Description Location

Amendment No.

8 unchanged sentences

001-34045) as filed with the SEC on February 21, 2019

Amendment No.

4 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P.

Rales and Steven M.

Rales, dated February 21, 2022 Filed herewith

Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Mitchell P.

4 unchanged sentences

001-34045) as filed with the SEC on January 30, 2012

Description Location

Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Markel Corporation Incorporated by reference to Exhibit 10.04 to Colfax Corporation’s Form 8-K (File No.

001-34045) as filed with the SEC on January 30, 2012

Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Matthew Trerotola* Incorporated by reference to Exhibit 10.2 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Christopher Hix* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Daniel Pryor* Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*

Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Brady Shirley*

Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Change in Control Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*

Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 8-K (File No.

001-3405) as filed with the SEC on March 5, 2021

Subsidiaries of registrant Filed herewith

9 unchanged sentences

101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith

Description Location

101.CAL Inline XBRL Extension Calculation Linkbase Document Filed herewith

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/s/ RHONDA L.

/s/ LIAM KELLY

CLAYTON PERFALL

5 unchanged sentences

/s/ SHARON L.

/s/ PHILIP OKALA

COLFAX CORPORATION AND SUBSIDIARIES

8 unchanged sentences

Allowance for credit losses $ 37,666 $ 2,546 $ — $ ( 6,680 ) $ ( 1,031 ) $ 32,501

$ 36,009 $ 7,574 $ — $ ( 5,165 ) $ ( 752 ) $ 37,666

Allowance for excess slow-moving and obsolete inventory 36,231 35,836 — ( 9,346 ) 119 62,840

Valuation allowance for deferred tax assets 203,341 ( 10,334 ) 1,352 — ( 827 ) 193,532

1 unchanged sentence

Allowance for credit losses (3)

Allowance for excess slow-moving and obsolete inventory 41,130 10,655 — ( 15,302 ) ( 252 ) 36,231

$ 36,009 $ 7,574 $ — $ ( 5,165 ) $ ( 752 ) $ 37,666

Valuation allowance for deferred tax assets 149,037 6,194 48,525 — ( 415 ) 203,341

1 unchanged sentence

Allowance for credit losses $ 35,152 $ 14,018 $ — $ ( 16,255 ) $ ( 281 ) $ 32,634

Allowance for excess slow-moving and obsolete inventory 34,960 20,446 — ( 12,113 ) ( 2,163 ) 41,130

Valuation allowance for deferred tax assets 148,023 11,250 9,100 ( 18,636 ) ( 700 ) 149,037

(1) Amounts charged to expense are net of recoveries for the respective period.

(2) Represents amounts charged to goodwill and reclassifications to deferred tax asset accounts.

(2) Represents fair value adjustments related to acquisitions, as well as amounts charged to goodwill and reclassifications to deferred tax asset accounts.

(3) The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures