SecProbe.io

April 30 , 2015

Via Email
C. Scott Brannan
Senior Vice President, Finance,
 Chief Financial Officer ,
 and Treasurer
Colfax Corporation
420 National Business Parkway, 5th Floor
Annapolis  Junction, Maryland 20701

Re: Colfax Corporation
Form 10 -K for the Fiscal Year Ended December  31, 2014
Filed February 17, 2015
 File No. 001 -34045

Dear Mr. Brannan :

We have limited our review  of your filing s to the financial statements and related
disclosures an d have the following comment s.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended December 31, 2014

Risk Factors, page 9

We have done and may continue to do business in countries subject to U.S. sanctions…, page 12

1. You disclose that foreign subsidiaries have conducted business in countries subject to
U.S. sanctions, that Syria and certain other countries are identified by the U.S. State
Department as state sponsors of terrorism, and that foreign subsidiaries previous ly made
a small number of sales to Cuba from 2003 through 2007.  However, it is not clear from
your disclosure whether you or your subsidiaries currently conduct business with Syria,
Sudan and Cuba, which are designated by the U.S. Department of State as s tate sponsors
of terrorism and are subject to U.S. economic sanctions and export controls.  Please
describe to us the nature and extent of your past, current, and anticipated contacts with

C. Scott Brannan
Colfax Corporation
April 30 , 2015
Page 2

 Syria, Sudan and Cuba since your May 4, 2012 letter to us, whether through subsidiaries,
affiliates, distributors, resellers or other direct or indirect arrangements.

We note, for instance, that a 2012 news article reports that Soldex, which you acquired in
2012, has a presence in Sudan; Allweiler -Farid Pup Co.’s websi te supply and installation
list includes several companies in Syria; a third party business directory website listing
for Allweiler Farid Pumps Co.’s Cairo office states that Allweiler exports pumps to Syria
and Sudan; and a 2014 company profile reports th at Siemens AG is a customer, and
Siemens’ 2013 Form 20 -F discloses that it does business with Syria, Sudan and Cuba.
You should describe any products or services you have provided to Syria, Sudan or Cuba,
directly or indirectly, and any agreements, commer cial arrangements, or other contacts
with the governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the sub sequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision.  You should address the potential impact of
the investor sentiment evidenced by such action s directed toward companies that have
operations associated with Syria, Sudan and Cuba.

3. Please tell us whether your contacts with Syria, Sudan, and/or Cuba involved products
with military applications or dual uses, or products otherwise included on the Co mmerce
Control List maintained by the Commerce Department.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies, page 36

4. We see from Schedule II on page 101 that cost and ex penses charged to inventory were
approximately $8.7 million, $21.6 million and $3.3 million in 2014, 2013 and 2012,
respectively. Please explain to us the underlying reasons for the significant changes in
estimates of the valuation of your inventory  each period. Please also explain how you
considered physical deterioration, obsolescence, changes in price levels, or other causes
in determining the expense s recorded each period.  In addition, tell us why you do not
include the valuation of inventory as a cr itical accounting estimate.  Refer to FASB ASC
330-10-35.

C. Scott Brannan
Colfax Corporation
April 30 , 2015
Page 3

 Revenue Recognition , page 39

5. We note from Schedule II on page 101 that cost and expenses charged to allowance for
doubtful accounts were approximately $3 million, $12.7 million and $13.9 million in
2014 , 2013 and 2012, respectively.  Please explain to us the factor(s) that resulted in the
reduction of charges in 2014 compared to prior periods such as changes in the category of
outstanding receivables, the composition of the aging or changes in your accou nting
policy or methodology with respect to the allowance. In future filings please clearly
describe any significant factor(s) that influenced management's judgment with respect to
the estimate of allowance for doubtful accounts and include a discussion of  the impact
within Results of Operations.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Warranty Costs, page 52

6. We see from page 52 that liability estimates related to pre -existing warranties were
reduced by approximately $10 million in 2014.   Please tell us the nature of the change in
estimate that resulted in the decrease in pre -existing warranty liability.  Explain the
rationale behind your accounting for the reduction of pre -existing warranties, citing
applicable U.S. GAAP to support your conclusion.  Refer to FASB ASC 460.

Note 4. Acquisitions, page 55

7. We note from page 57 that you completed four acquisitions during three months ended
December 31, 2013.  We see from footnote (1) on page 53 and Note 9 on page 64 that
you retrospectively adjusted provisional amounts with respect to those acquisitions
during the year ended December 31, 2014.  Please explain to us when you became aware
of the additional information that resulted in the adjustments.  Furthe r in this regard,
please explain to us the factors you considered when you concluded that retrospective
adjustments were appropriate.  Refer to FASB ASC 805 -10-25-18.

Note 6.  Income Taxes, page 60

8. We note that you recorded a significant decrease in th e valuation allowance at December
31, 2014, resulting from a reassessment stemming from the impact of the Victor
acquisition on expected future income.  We see that the reduction in the valuation
allowance contributed a $156 million decrease in the provisi on for income taxes for 2014.
Please provide an analysis by specific jurisdiction/geography of the material positive and
negative factors that you considered when arriving at your conclusion about the
realizability of your deferred tax assets.   Refer to ASC 740 -10-30-16 through 25.

C. Scott Brannan
Colfax Corporation
April 30 , 2015
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Ac t rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andri Boerman at (202) 551 -3645, or Kristi n Lochhead , Senior
Accountant , at (202) 55 1-3664  if you have questions regarding comments on the financial
statements and related matters.  You may also contact me at (202) 551 -3676.

Sincerely,

 /s/ Brian Cascio

Brian Cascio
Accounting Branch Chief