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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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34-1712937
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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One Infinity Corporate Centre Drive,
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Suite 300, Garfield Heights, Ohio
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44125-5370
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01
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The NASDAQ Stock Market LLC
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Item 1.
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Business
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Item 1A.
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Risk Factors
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•
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changes in foreign currency exchange rates;
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•
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exchange controls and currency restrictions;
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•
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changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets;
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civil unrest, turmoil or outbreak of disease in any of the countries in which we operate or sell our products;
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tariffs, other trade protection measures and import or export licensing requirements;
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potentially negative consequences from changes in U.S. and international tax laws;
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difficulty in staffing and managing geographically widespread operations;
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differing labor regulations;
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requirements relating to withholding taxes on remittances and other payments by subsidiaries;
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different regulatory regimes controlling the protection of our intellectual property;
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restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;
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restrictions on our ability to repatriate dividends from our foreign subsidiaries;
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difficulty in collecting international accounts receivable;
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difficulty in enforcement of contractual obligations under non-U.S. law;
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transportation delays or interruptions;
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changes in regulatory requirements; and
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the burden of complying with multiple and potentially conflicting laws.
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Any business acquired may not be integrated successfully and may not prove profitable;
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The price we pay for any business acquired may overstate the value of that business or otherwise be too high;
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Liabilities we take on through the acquisition may prove to be higher than we expected;
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We may fail to achieve acquisition synergies; or
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The focus on the integration of operations of acquired entities may divert management’s attention from the day-to-day operation of our businesses.
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we may have difficulty generating sufficient cash flow to pay interest and satisfy our debt obligations;
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we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;
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we will need to use a substantial portion of our available cash flow to pay interest and principal on our debt, which will reduce the amount of money available to finance our operations and other business activities;
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some of our debt, including our borrowings under our senior secured credit facility, has variable rates of interest, which exposes us to the risk of increased interest rates;
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our debt level increases our vulnerability to general economic downturns and adverse industry conditions;
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our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
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our debt and the amount we must pay to service our debt obligations could place us at a competitive disadvantage compared to our competitors that have less debt;
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our customers may react adversely to our debt level and seek or develop alternative suppliers; and
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our failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, require us to maintain specified financial ratios and limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or prospects.
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incur additional indebtedness;
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create liens;
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pay dividends and make other distributions in respect of our capital stock;
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redeem or buy back our capital stock;
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make certain investments or certain other restricted payments;
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sell or transfer certain kinds of assets;
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enter into certain types of transactions with affiliates; and
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effect mergers or consolidations.
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limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans; and
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adversely affect our ability to finance our operations, acquisitions, investments or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.
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declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;
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require us to apply all of our available cash to repay the borrowings; or
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prevent us from making debt service payments on the convertible notes;
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Segment
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Square
Feet
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Ownership
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Use
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La Crosse, Wisconsin
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Energy & Chemicals
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170,000
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Owned
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Manufacturing/Office
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New Iberia, Louisiana
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Energy & Chemicals
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108,700
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Leased
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Manufacturing
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The Woodlands, Texas
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Energy & Chemicals
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29,000
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Leased
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Office
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Tulsa, Oklahoma
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Energy & Chemicals
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58,500
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Owned
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Manufacturing/Office
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Tulsa, Oklahoma
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Energy & Chemicals
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140,000
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Leased
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Manufacturing/Office
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Tulsa, Oklahoma
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Energy & Chemicals
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68,000
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Leased
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Manufacturing/Office
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Wolverhampton, United Kingdom
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Energy & Chemicals
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1,600
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Leased
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Office
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Burnsville, Minnesota
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Distribution & Storage
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5,600
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Leased
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Service
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Changzhou, China
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Distribution & Storage
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212,800
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Leased
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Manufacturing/Office
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Decin, Czech Republic
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Distribution & Storage
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638,000
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Owned
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Manufacturing/Office
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Goch, Germany
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Distribution & Storage
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258,000
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Owned
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Manufacturing/Office
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Houston, Texas
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Distribution & Storage
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26,500
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Owned
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Service
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McCarran, Nevada
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Distribution & Storage
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42,300
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Owned
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Service
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New Prague, Minnesota
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Distribution & Storage
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31,000
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Leased
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Office
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Owatonna, Minnesota
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Distribution & Storage
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141,000
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Leased
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Manufacturing / Office
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Plaistow, New Hampshire
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Distribution & Storage
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2,600
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Leased
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Office
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San Jose, California
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Distribution & Storage
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20,800
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Leased
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Manufacturing/Office
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Solingen, Germany
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Distribution & Storage
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13,400
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Leased
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Manufacturing/Office/Service/Warehouse
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Canton, Georgia
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Distribution & Storage/BioMedical
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154,000
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Owned
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Manufacturing/Office
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Canton, Georgia
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Distribution & Storage/BioMedical
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20,800
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Leased
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Office
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New Prague, Minnesota
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Distribution & Storage/BioMedical
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254,000
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Owned
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Manufacturing/Service
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Changzhou, China
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Distribution & Storage/Energy & Chemicals
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410,000
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Owned
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Manufacturing/Office
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Aichi, Japan
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BioMedical
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8,900
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Leased
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Service
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Amherst, New York
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BioMedical
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50,300
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Owned
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Manufacturing/Office
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Amherst, New York
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BioMedical
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32,000
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Leased
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Warehouse
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Amherst, New York
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BioMedical
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56,100
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Owned
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Manufacturing
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Canton, Georgia
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BioMedical
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66,500
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Owned
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Manufacturing/Office
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Chengdu, China
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BioMedical
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176,000
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Owned
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Manufacturing/Office
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Denver, Colorado
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BioMedical
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23,800
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Leased
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Office/Warehouse
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Lidcombe, Australia
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BioMedical
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2,400
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Leased
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Office/Warehouse
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Padova, Italy
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BioMedical
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11,800
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Leased
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Service
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San Diego, California
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BioMedical
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24,500
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Leased
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Manufacturing/Office
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Tokyo, Japan
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BioMedical
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1,600
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Leased
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Office
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Tokyo, Japan
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BioMedical
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8,900
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Leased
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Service
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Toulouse, France (1)
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BioMedical
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9,000
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Leased
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Service
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Troy, New York
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BioMedical
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12,000
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Leased
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Manufacturing/Office
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Wokingham, United Kingdom
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BioMedical
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7,200
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Leased
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Office/Warehouse/Service
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Wuppertal, Germany
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BioMedical
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104,900
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Leased
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Office/Warehouse/Service
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Garfield Heights, Ohio
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Corporate
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32,800
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Leased
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Office
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Luxembourg, Luxembourg
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Corporate
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1,900
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Leased
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Office
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Clarksville, Arkansas (2)
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Discontinued operation
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110,000
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Owned
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Manufacturing/Office
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(1)
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This facility is designated for closure as of January 31, 2013.
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(2)
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This facility is leased from the Company with a purchase option by the customer that owns certain assets of the former Greenville Tube LLC business.
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Item 3.
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Legal Proceedings
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Item 4A.
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Executive Officers of the Registrant*
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Name
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Age
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Position
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Samuel F. Thomas
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61
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Chairman, Chief Executive Officer and President
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Michael F. Biehl
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57
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Executive Vice President, Chief Financial Officer and Treasurer
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Matthew J. Klaben
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43
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Vice President, General Counsel and Secretary
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Kenneth J. Webster
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50
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Vice President, Chief Accounting Officer and Controller
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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12/31/2007
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12/31/2008
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12/31/2009
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12/31/2010
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12/31/2011
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12/31/2012
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||||||||||||
Chart Industries, Inc.
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$
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100.00
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$
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34.40
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$
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53.46
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$
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109.32
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$
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174.98
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$
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215.83
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S&P SmallCap 600 Index
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100.00
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68.93
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86.55
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109.32
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110.43
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128.46
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||||||
Peer Group Index
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100.00
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60.92
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83.85
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116.16
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124.58
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140.71
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Issuer Purchases of Equity Securities
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Period
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Total Number of Shares Purchased
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Average Price Paid Per Share
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Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
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||||||
October 1 — 31, 2012
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113
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$
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73.68
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—
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$
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—
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November 1 — 30, 2012
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—
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—
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—
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—
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December 1 — 31, 2012
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—
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—
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—
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—
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Total
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113
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$
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73.68
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—
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$
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—
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Item 6.
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Selected Financial Data
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Year Ended December 31,
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||||||||||||||||||
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2012
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2011
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2010
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2009
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2008
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Statement of Income Data:
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Sales
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$
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1,014,152
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$
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794,585
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$
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555,455
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$
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597,458
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$
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753,086
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Cost of sales
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708,989
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549,139
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390,156
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395,577
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513,698
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|||||
Gross profit
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305,163
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245,446
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165,299
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201,881
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239,388
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|||||
Operating expenses (1) (2) (3)
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183,350
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155,452
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117,795
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107,547
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106,035
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|||||
Operating income (4)
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121,813
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89,994
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47,504
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94,334
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133,353
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|||||
Interest expense, net (including deferred financing costs amortization) (5)
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17,209
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27,754
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19,259
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17,433
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19,810
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|||||
Other expense (income) (6)
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1,498
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(734
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)
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(253
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)
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(7,641
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)
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3,948
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|||||
Other expense, net
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18,707
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27,020
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19,006
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9,792
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23,758
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|||||
Income before income taxes
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103,106
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62,974
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28,498
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84,542
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109,595
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|||||
Income tax expense, net
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30,782
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18,730
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7,993
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23,386
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30,489
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|||||
Net income
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72,324
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44,244
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20,505
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61,156
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79,106
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|||||
Noncontrolling interest, net of taxes
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1,029
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168
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345
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145
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|
|
182
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|||||
Net income attributable to Chart Industries, Inc.
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$
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71,295
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$
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44,076
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$
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20,160
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$
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61,011
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$
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78,924
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Earnings Per Share Data:
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Basic earnings per share
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$
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2.39
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$
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1.51
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$
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0.71
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|
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$
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2.14
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|
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$
|
2.78
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Diluted earnings per share
|
$
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2.36
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|
|
$
|
1.47
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|
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$
|
0.69
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|
|
$
|
2.11
|
|
|
$
|
2.72
|
|
Weighted-average shares — basic
|
29,786
|
|
|
29,165
|
|
|
28,534
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|
|
28,457
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|
|
28,354
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|
|||||
Weighted-average shares — diluted
|
30,194
|
|
|
29,913
|
|
|
29,255
|
|
|
28,981
|
|
|
29,008
|
|
|||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
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87,641
|
|
|
$
|
81,658
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|
|
$
|
38,574
|
|
|
$
|
86,926
|
|
|
$
|
97,812
|
|
Cash used in investing activities
|
(224,347
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)
|
|
(59,672
|
)
|
|
(64,215
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)
|
|
(802
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)
|
|
(65,676
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)
|
|||||
Cash provided by (used in) financing activities
|
17,441
|
|
|
67,711
|
|
|
(19,302
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)
|
|
776
|
|
|
(4,061
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)
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization (7)
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$
|
33,726
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|
|
$
|
32,298
|
|
|
$
|
26,640
|
|
|
$
|
23,028
|
|
|
$
|
23,170
|
|
|
As of December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
141,498
|
|
|
$
|
256,861
|
|
|
$
|
165,112
|
|
|
$
|
211,168
|
|
|
$
|
154,429
|
|
Working capital (8)
|
144,901
|
|
|
86,533
|
|
|
76,301
|
|
|
59,299
|
|
|
60,360
|
|
|||||
Goodwill
|
398,941
|
|
|
288,770
|
|
|
275,252
|
|
|
264,532
|
|
|
261,509
|
|
|||||
Identifiable intangible assets, net
|
189,463
|
|
|
140,553
|
|
|
145,500
|
|
|
123,773
|
|
|
129,542
|
|
|||||
Total assets
|
1,327,841
|
|
|
1,174,475
|
|
|
954,839
|
|
|
926,503
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|
|
909,427
|
|
|||||
Long-term debt
|
252,021
|
|
|
223,224
|
|
|
218,425
|
|
|
243,175
|
|
|
243,175
|
|
|||||
Total debt
|
255,771
|
|
|
234,482
|
|
|
224,925
|
|
|
243,175
|
|
|
243,175
|
|
|||||
Chart Industries, Inc. shareholders’ equity
|
696,478
|
|
|
611,039
|
|
|
499,164
|
|
|
475,561
|
|
|
403,960
|
|
(1)
|
Operating expenses include selling, general and administrative expenses, amortization expense, impairment of intangibles and loss on disposal of assets. Amortization expense related to intangible assets for the years ended
December 31, 2012
,
2011
,
2010
,
2009
and
2008
was
$14.8 million
,
$13.4 million
,
$11.0 million
,
$10.7 million
and
$11.0 million
, respectively.
|
(2)
|
Includes reversal of contingent liabilities on insolvent former subsidiary of $6.5 million for the year ended December 31, 2008.
|
(3)
|
Includes $3.1 million impairment of in-process research and development intangibles for the year ended December 31, 2012. Also includes a $4.6 million reduction of expense associated with writing down acquisition related contingent consideration to fair value for the year ended December 31, 2012.
|
(4)
|
Includes $4.9 million of unusual costs for customer settlements and facility shutdown costs for the year ended December 31, 2008.
|
(5)
|
Includes
$3.0 million
for the write-off of the remaining deferred financing fees and $5.0 million for the early redemption premium related to the 9-1/8% Senior Subordinated Notes that were redeemed in October 2011 for the year ended December 31, 2011.
|
(6)
|
Includes gains on acquisition of business of $1.1 million associated with the acquisition of Covidien Japan Inc.’s liquid oxygen therapy business in April 2010 (Covidien Japan Acquisition) for year ended December 31, 2010 and $7.0 million associated with the Covidien Acquisition for the year ended December 31, 2009.
|
(7)
|
Includes financing costs amortization for the years ended
December 31, 2012
,
2011
,
2010
,
2009
and
2008
of
$1.5 million
,
$4.4 million
,
$3.1 million
,
$1.6 million
, and
$1.9 million
, respectively. For the year ended December 31, 2011, financing costs amortization includes $3.0 million to write-off remaining deferred financing fees related to the redemption of the 9-1/8% Senior Subordinated Notes.
|
(8)
|
Working capital is defined as current assets excluding cash and cash equivalents minus current liabilities excluding short-term debt.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2012
|
|
2011
|
|
2010
|
|||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
69.9
|
|
|
69.1
|
|
|
70.2
|
|
Gross profit
|
30.1
|
|
|
30.9
|
|
|
29.8
|
|
Selling, general and administrative expense (1)
|
16.3
|
|
|
17.7
|
|
|
18.9
|
|
Amortization expense
|
1.5
|
|
|
1.7
|
|
|
2.0
|
|
Impairment of intangible assets
|
0.3
|
|
|
—
|
|
|
—
|
|
Loss on disposal of assets
|
—
|
|
|
0.2
|
|
|
0.3
|
|
Operating income
|
12.0
|
|
|
11.3
|
|
|
8.6
|
|
Interest expense, net
|
1.5
|
|
|
2.9
|
|
|
2.9
|
|
Amortization of deferred financing costs
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
Foreign currency loss (gain)
|
0.1
|
|
|
(0.1
|
)
|
|
0.2
|
|
Gain on acquisition of business (2)
|
—
|
|
|
—
|
|
|
0.2
|
|
Income tax expense, net
|
3.0
|
|
|
2.4
|
|
|
1.4
|
|
Net income
|
7.1
|
|
|
5.6
|
|
|
3.7
|
|
Noncontrolling interest, net of taxes
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Net income attributable to Chart Industries, Inc.
|
7.0
|
|
|
5.5
|
|
|
3.6
|
|
(1)
|
Includes share-based compensation expense of
$7.5 million
,
$5.4 million
and
$4.9 million
, representing
0.7%
,
0.7%
and
0.9%
of sales, for the years ended December 31,
2012, 2011 and 2010
, respectively.
|
(2)
|
Represents gain on acquisition of business of $1.1 million associated with the Covidien Japan Acquisition during the year ended December 31, 2010.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Sales
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
323,676
|
|
|
$
|
205,033
|
|
|
$
|
137,801
|
|
Distribution and Storage
|
475,576
|
|
|
390,332
|
|
|
269,293
|
|
|||
BioMedical
|
214,900
|
|
|
199,220
|
|
|
148,361
|
|
|||
Consolidated
|
$
|
1,014,152
|
|
|
$
|
794,585
|
|
|
$
|
555,455
|
|
Gross Profit
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
98,679
|
|
|
$
|
58,977
|
|
|
$
|
31,005
|
|
Distribution and Storage
|
137,044
|
|
|
109,306
|
|
|
77,194
|
|
|||
BioMedical
|
69,440
|
|
|
77,163
|
|
|
57,100
|
|
|||
Consolidated
|
$
|
305,163
|
|
|
$
|
245,446
|
|
|
$
|
165,299
|
|
Gross Profit Margin
|
|
|
|
|
|
||||||
Energy & Chemicals
|
30.5
|
%
|
|
28.8
|
%
|
|
22.5
|
%
|
|||
Distribution and Storage
|
28.8
|
%
|
|
28.0
|
%
|
|
28.7
|
%
|
|||
BioMedical
|
32.3
|
%
|
|
38.7
|
%
|
|
38.5
|
%
|
|||
Consolidated
|
30.1
|
%
|
|
30.9
|
%
|
|
29.8
|
%
|
|||
SG&A
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
30,434
|
|
|
$
|
27,915
|
|
|
$
|
21,184
|
|
Distribution & Storage
|
53,111
|
|
|
42,587
|
|
|
30,303
|
|
|||
BioMedical
|
35,571
|
|
|
35,212
|
|
|
22,781
|
|
|||
Corporate
|
46,372
|
|
|
34,821
|
|
|
30,705
|
|
|||
Consolidated
|
$
|
165,488
|
|
|
$
|
140,535
|
|
|
$
|
104,973
|
|
SG&A % of Sales
|
|
|
|
|
|
||||||
Energy & Chemicals
|
9.4
|
%
|
|
13.6
|
%
|
|
15.4
|
%
|
|||
Distribution and Storage
|
11.2
|
%
|
|
10.9
|
%
|
|
11.3
|
%
|
|||
BioMedical
|
16.6
|
%
|
|
17.7
|
%
|
|
15.4
|
%
|
|||
Consolidated
|
16.3
|
%
|
|
17.7
|
%
|
|
18.9
|
%
|
|||
Operating Income (Loss)
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
64,931
|
|
|
$
|
27,489
|
|
|
$
|
6,121
|
|
Distribution & Storage
|
79,175
|
|
|
61,415
|
|
|
41,934
|
|
|||
BioMedical
|
24,079
|
|
|
35,911
|
|
|
30,698
|
|
|||
Corporate
|
(46,372
|
)
|
|
(34,821
|
)
|
|
(31,249
|
)
|
|||
Consolidated
|
$
|
121,813
|
|
|
$
|
89,994
|
|
|
$
|
47,504
|
|
Operating Margin
|
|
|
|
|
|
||||||
Energy & Chemicals
|
20.1
|
%
|
|
13.4
|
%
|
|
4.4
|
%
|
|||
Distribution & Storage
|
16.6
|
%
|
|
15.7
|
%
|
|
15.6
|
%
|
|||
BioMedical
|
11.2
|
%
|
|
18.0
|
%
|
|
20.7
|
%
|
|||
Consolidated
|
12.0
|
%
|
|
11.3
|
%
|
|
8.6
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Orders
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
384,835
|
|
|
$
|
392,112
|
|
|
$
|
165,827
|
|
Distribution & Storage
|
531,227
|
|
|
435,954
|
|
|
287,819
|
|
|||
BioMedical
|
208,439
|
|
|
203,635
|
|
|
150,864
|
|
|||
Total
|
$
|
1,124,501
|
|
|
$
|
1,031,701
|
|
|
$
|
604,510
|
|
Backlog
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
365,470
|
|
|
$
|
303,490
|
|
|
$
|
115,972
|
|
Distribution & Storage
|
228,204
|
|
|
169,246
|
|
|
108,665
|
|
|||
BioMedical
|
23,760
|
|
|
16,332
|
|
|
11,779
|
|
|||
Total
|
$
|
617,434
|
|
|
$
|
489,068
|
|
|
$
|
236,416
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
2018 and
Thereafter |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
322,188
|
|
|
$
|
3,750
|
|
|
$
|
10,313
|
|
|
$
|
58,125
|
|
|
$
|
250,000
|
|
Interest on long-term debt (1)
|
37,452
|
|
|
6,839
|
|
|
13,612
|
|
|
12,001
|
|
|
5,000
|
|
|||||
Operating leases
|
31,109
|
|
|
7,195
|
|
|
9,274
|
|
|
5,571
|
|
|
9,069
|
|
|||||
Purchase obligations (2)
|
8,787
|
|
|
8,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension obligations (3)
|
8,635
|
|
|
635
|
|
|
3,600
|
|
|
4,400
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
408,171
|
|
|
$
|
27,206
|
|
|
$
|
36,799
|
|
|
$
|
80,097
|
|
|
$
|
264,069
|
|
(1)
|
The interest payments in the above table were estimated based upon our existing debt structure at
December 31, 2012
, which included the Senior Credit Facility and Convertible Notes, less scheduled debt payments each year, and the interest rates in effect at
December 31, 2012
.
|
(2)
|
Purchase obligations represent orders for metals to be consumed in the normal course of business.
|
(3)
|
The planned funding of the pension obligations was based upon actuarial and management estimates taking into consideration the current status of the plans.
|
|
Total
|
|
Expiring in 2013
|
|
Expiring in 2014 and beyond
|
||||||
|
|
||||||||||
Standby letters of credit
|
$
|
14,663
|
|
|
$
|
7,480
|
|
|
$
|
7,183
|
|
Bank guarantees
|
18,234
|
|
|
9,954
|
|
|
8,280
|
|
|||
Total commercial commitments
|
$
|
32,897
|
|
|
$
|
17,434
|
|
|
$
|
15,463
|
|
•
|
the cyclicality of the markets which we serve and the vulnerability of those markets to economic downturns;
|
•
|
the loss of, or a significant reduction or delay in purchases by our largest customers;
|
•
|
the fluctuations in energy prices;
|
•
|
the potential for negative developments in the natural gas industry related to hydraulic fracturing;
|
•
|
governmental energy policies could change, or expected changes could fail to materialize;
|
•
|
competition in our markets;
|
•
|
economic downturns and deteriorating financial conditions;
|
•
|
our ability to manage our fixed-price contract exposure;
|
•
|
our ability to successfully manage our planned operational expansions;
|
•
|
our reliance on the availability of key supplies and services;
|
•
|
degradation of our backlog as a result of modification or termination of orders;
|
•
|
changes in government health care regulations and reimbursement policies;
|
•
|
general economic, political, business and market risks associated with our global operations including instability in North Africa and the Middle East;
|
•
|
our ability to successfully acquire or integrate companies that provide complementary products or technologies, including the successful integration of the AirSep acquisition;
|
•
|
the loss of key employees;
|
•
|
litigation and disputes involving us, including the extent of product liability, warranty, contract, employment and environmental claims asserted against us;
|
•
|
our warranty reserves may not adequately cover our warranty obligations;
|
•
|
fluctuations in foreign currency exchange rates and interest rates;
|
•
|
financial distress of third parties;
|
•
|
United States Food and Drug Administration and comparable foreign regulation of our products;
|
•
|
the pricing and availability of raw materials;
|
•
|
our ability to control our costs while maintaining customer relationships and core business resources;
|
•
|
the impairment of our goodwill or other intangible assets;
|
•
|
the cost of compliance with environmental, health and safety laws and responding to potential liabilities under these laws;
|
•
|
our ability to protect our intellectual property and know-how;
|
•
|
claims that our products or processes infringe intellectual property rights of others;
|
•
|
technological security threats and our reliance on information systems;
|
•
|
labor costs and disputes and the deterioration of our relations with our employees;
|
•
|
additional liabilities related to taxes;
|
•
|
our ability to continue our technical innovation in our product lines;
|
•
|
the underfunded status of our pension plans;
|
•
|
increased government regulation;
|
•
|
disruptions in our operations due to severe weather;
|
•
|
potential violations of the Foreign Corrupt Practices Act;
|
•
|
regulations governing the export of our products and other regulations applicable to us as a supplier of products to the U.S. government;
|
•
|
risks associated with our indebtedness, leverage, debt service and liquidity;
|
•
|
potential dilution to existing holders of our common stock as a result of the conversion of our convertible debt;
|
•
|
fluctuations in the price of our stock; and
|
•
|
other factors described herein.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Covenant Level
|
|
Four Quarters Ended
December 31, 2012 Ratio |
Senior Credit Facility (1) (2)
|
|
|
|
Minimum Adjusted EBITDA* to cash interest ratio
|
3.00x
|
|
27.26x
|
Maximum funded indebtedness to Adjusted EBITDA* ratio
|
3.25x
|
|
1.12x
|
(1)
|
Failure to satisfy these ratio requirements would constitute a default under the Senior Credit Facility. If lenders under the Senior Credit Facility failed to waive any such default, repayment obligations under the Senior Credit Facility could be accelerated, which would also constitute a default under the indenture for the Convertible Notes.
|
(2)
|
The ratio is calculated giving pro forma effect to our acquisition of AirSep and Term Loan principal payments during 2012.
|
*
|
Adjusted EBITDA as used herein is defined as net income before interest expense, provision for income taxes, depreciation and amortization and further adjusted to exclude non-recurring items, non-cash items and other adjustments permitted in calculating covenants contained in the related Senior Credit Facility.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
C
HART
I
NDUSTRIES
, I
NC
.
|
||
|
|
|
By:
|
|
/
S
/ S
AMUEL
F. T
HOMAS
|
|
|
Samuel F. Thomas
Chairman, Chief Executive Officer and President
|
Signature and Title
|
|
|
|
|
|
/
S
/ S
AMUEL
F. T
HOMAS
|
|
Chairman, Chief Executive Officer,
President and a Director
|
Samuel F. Thomas
|
|
|
|
|
|
/
S
/ M
ICHAEL
F. B
IEHL
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
Michael F. Biehl
|
|
|
|
|
|
/
S
/ K
ENNETH
J. W
EBSTER
|
|
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
Kenneth J. Webster
|
|
|
|
|
|
/
S
/ W. D
OUGLAS
B
ROWN
|
|
Director
|
W. Douglas Brown
|
|
|
|
|
|
/
S
/ R
ICHARD
E. G
OODRICH
|
|
Director
|
Richard E. Goodrich
|
|
|
|
|
|
/
S
/ S
TEVEN
W. K
RABLIN
|
|
Director
|
Steven W. Krablin
|
|
|
|
|
|
/
S
/ M
ICHAEL
W. P
RESS
|
|
Director
|
Michael W. Press
|
|
|
|
|
|
/
S
/ J
AMES
M. T
IDWELL
|
|
Director
|
James M. Tidwell
|
|
|
|
|
|
/
S
/ T
HOMAS
L. W
ILLIAMS
|
|
Director
|
Thomas L. Williams
|
|
Audited Consolidated Financial Statements:
|
|
|
|
|
|
|
F-1
|
|
|
|
|
|
F-2
|
|
|
|
|
|
F-4
|
|
|
|
|
|
F-5
|
|
|
|
|
|
F-6
|
|
|
|
|
|
F-7
|
|
|
|
|
|
F-8
|
|
|
|
|
|
F-9
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
|
/
S
/ S
AMUEL
F. T
HOMAS
|
|
/
S
/ M
ICHAEL
F. B
IEHL
|
Samuel F. Thomas
|
|
Michael F. Biehl
|
Chairman, Chief Executive Officer and President
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
/S/ ERNST & YOUNG LLP
|
/S/ ERNST & YOUNG LLP
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(Dollars in thousands,
except per share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
141,498
|
|
|
$
|
256,861
|
|
Accounts receivable, net
|
150,296
|
|
|
131,904
|
|
||
Inventories, net
|
196,501
|
|
|
149,822
|
|
||
Unbilled contract revenue
|
25,302
|
|
|
25,247
|
|
||
Prepaid expenses
|
11,560
|
|
|
7,088
|
|
||
Deferred income taxes
|
15,282
|
|
|
14,004
|
|
||
Other current assets
|
15,985
|
|
|
12,703
|
|
||
Total Current Assets
|
556,424
|
|
|
597,629
|
|
||
Property, plant and equipment, net
|
169,776
|
|
|
137,301
|
|
||
Goodwill
|
398,941
|
|
|
288,770
|
|
||
Identifiable intangible assets, net
|
189,463
|
|
|
140,553
|
|
||
Other assets
|
13,237
|
|
|
10,222
|
|
||
TOTAL ASSETS
|
$
|
1,327,841
|
|
|
$
|
1,174,475
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
100,528
|
|
|
$
|
84,297
|
|
Customer advances and billings in excess of contract revenue
|
89,081
|
|
|
102,996
|
|
||
Accrued salaries, wages and benefits
|
30,815
|
|
|
29,108
|
|
||
Current portion of warranty reserve
|
19,131
|
|
|
13,181
|
|
||
Short-term debt
|
—
|
|
|
4,758
|
|
||
Current portion of long-term debt
|
3,750
|
|
|
6,500
|
|
||
Other current liabilities
|
30,470
|
|
|
24,653
|
|
||
Total Current Liabilities
|
273,775
|
|
|
265,493
|
|
||
Long-term debt
|
252,021
|
|
|
223,224
|
|
||
Long-term deferred tax liabilities
|
46,285
|
|
|
43,945
|
|
||
Long-term portion of warranty reserve
|
25,355
|
|
|
—
|
|
||
Accrued pension liabilities
|
19,327
|
|
|
15,905
|
|
||
Other long-term liabilities
|
11,295
|
|
|
12,357
|
|
||
Equity
|
|
|
|
||||
Common stock, par value $.01 per share — 150,000,000 shares authorized, as of December 31, 2012 and 2011, respectively, 30,041,584 and 29,612,684 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
300
|
|
|
296
|
|
||
Additional paid-in capital
|
348,526
|
|
|
333,034
|
|
||
Retained earnings
|
346,011
|
|
|
274,716
|
|
||
Accumulated other comprehensive income
|
1,641
|
|
|
2,993
|
|
||
Total Chart Industries, Inc. Shareholders’ Equity
|
696,478
|
|
|
611,039
|
|
||
Noncontrolling interest
|
3,305
|
|
|
2,512
|
|
||
Total Equity
|
699,783
|
|
|
613,551
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,327,841
|
|
|
$
|
1,174,475
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars and shares in thousands,
except per share amounts)
|
||||||||||
Sales
|
$
|
1,014,152
|
|
|
$
|
794,585
|
|
|
$
|
555,455
|
|
Cost of sales
|
708,989
|
|
|
549,139
|
|
|
390,156
|
|
|||
Gross profit
|
305,163
|
|
|
245,446
|
|
|
165,299
|
|
|||
Selling, general and administrative expenses
|
165,488
|
|
|
140,535
|
|
|
104,973
|
|
|||
Amortization expense
|
14,792
|
|
|
13,376
|
|
|
11,049
|
|
|||
Impairment of intangible assets
|
3,070
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of assets
|
—
|
|
|
1,541
|
|
|
1,773
|
|
|||
Operating expenses
|
183,350
|
|
|
155,452
|
|
|
117,795
|
|
|||
Operating income
|
121,813
|
|
|
89,994
|
|
|
47,504
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense, net
|
15,679
|
|
|
23,371
|
|
|
16,196
|
|
|||
Amortization of deferred financing costs
|
1,530
|
|
|
4,383
|
|
|
3,063
|
|
|||
Foreign currency loss (gain)
|
1,498
|
|
|
(734
|
)
|
|
871
|
|
|||
Gain on acquisition of business
|
—
|
|
|
—
|
|
|
(1,124
|
)
|
|||
Other expense, net
|
18,707
|
|
|
27,020
|
|
|
19,006
|
|
|||
Income before income taxes
|
103,106
|
|
|
62,974
|
|
|
28,498
|
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current
|
35,300
|
|
|
21,221
|
|
|
17,338
|
|
|||
Deferred
|
(4,518
|
)
|
|
(2,491
|
)
|
|
(9,345
|
)
|
|||
Income tax expense, net
|
30,782
|
|
|
18,730
|
|
|
7,993
|
|
|||
Net income
|
72,324
|
|
|
44,244
|
|
|
20,505
|
|
|||
Noncontrolling interest, net of taxes
|
1,029
|
|
|
168
|
|
|
345
|
|
|||
Net income attributable to Chart Industries, Inc.
|
$
|
71,295
|
|
|
$
|
44,076
|
|
|
$
|
20,160
|
|
Net income attributable to Chart Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.39
|
|
|
$
|
1.51
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
2.36
|
|
|
$
|
1.47
|
|
|
$
|
0.69
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
29,786
|
|
|
29,165
|
|
|
28,534
|
|
|||
Diluted
|
30,194
|
|
|
29,913
|
|
|
29,255
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
72,324
|
|
|
$
|
44,244
|
|
|
$
|
20,505
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
1,575
|
|
|
(2,169
|
)
|
|
(2,573
|
)
|
|||
Defined benefit pension plan:
|
|
|
|
|
|
||||||
Actuarial loss on remeasurement
|
(5,597
|
)
|
|
(7,513
|
)
|
|
(1,280
|
)
|
|||
Less: amortization of prior service cost included in net periodic pension cost
|
974
|
|
|
365
|
|
|
270
|
|
|||
Defined benefit pension plan
|
(4,623
|
)
|
|
(7,148
|
)
|
|
(1,010
|
)
|
|||
Other comprehensive loss, before tax
|
(3,048
|
)
|
|
(9,317
|
)
|
|
(3,583
|
)
|
|||
Income tax benefit related to defined benefit pension plan
|
1,699
|
|
|
2,633
|
|
|
470
|
|
|||
Other comprehensive loss, net of taxes
|
(1,349
|
)
|
|
(6,684
|
)
|
|
(3,113
|
)
|
|||
Comprehensive income
|
70,975
|
|
|
37,560
|
|
|
17,392
|
|
|||
Less: comprehensive income attributable to noncontrolling interest, net of taxes
|
(1,032
|
)
|
|
(302
|
)
|
|
(525
|
)
|
|||
Comprehensive income attributable to Chart Industries, Inc.
|
$
|
69,943
|
|
|
$
|
37,258
|
|
|
$
|
16,867
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
|
|
Accumulated Other Comprehensive
Income (Loss) |
|
Non-controlling Interest
|
|
|
|||||||||||||||
|
Shares
Outstanding
|
|
Amount
|
|
|
Retained
Earnings
|
|
|
|
Total
Equity
|
||||||||||||||||
|
(Dollars and shares in thousands)
|
|||||||||||||||||||||||||
Balance at January 1, 2010
|
28,482
|
|
|
$
|
285
|
|
|
$
|
251,692
|
|
|
$
|
210,480
|
|
|
$
|
13,104
|
|
|
$
|
1,685
|
|
|
$
|
477,246
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
20,160
|
|
|
—
|
|
|
345
|
|
|
20,505
|
|
||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,293
|
)
|
|
180
|
|
|
(3,113
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
4,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,933
|
|
||||||
Common stock issued from share-based compensation plans
|
350
|
|
|
1
|
|
|
1,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
796
|
|
||||||
Other
|
—
|
|
|
2
|
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||||
Balance at December 31, 2010
|
28,832
|
|
|
288
|
|
|
258,425
|
|
|
230,640
|
|
|
9,811
|
|
|
2,210
|
|
|
501,374
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,076
|
|
|
—
|
|
|
168
|
|
|
44,244
|
|
||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,818
|
)
|
|
134
|
|
|
(6,684
|
)
|
||||||
Equity component of convertible notes issuance, net of deferred financing fees and deferred taxes
|
—
|
|
|
—
|
|
|
48,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,521
|
|
||||||
Proceeds from issuance of warrants
|
—
|
|
|
—
|
|
|
48,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,848
|
|
||||||
Purchase of call options net of deferred taxes
|
—
|
|
|
—
|
|
|
(41,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,993
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
5,433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,433
|
|
||||||
Common stock issued from share-based compensation plans
|
814
|
|
|
8
|
|
|
7,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,027
|
|
||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
7,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,879
|
|
||||||
Common stock repurchases
|
(33
|
)
|
|
—
|
|
|
(1,099
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,099
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Balance at December 31, 2011
|
29,613
|
|
|
296
|
|
|
333,034
|
|
|
274,716
|
|
|
2,993
|
|
|
2,512
|
|
|
613,551
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
71,295
|
|
|
—
|
|
|
1,029
|
|
|
72,324
|
|
||||||
Other comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,352
|
)
|
|
3
|
|
|
(1,349
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
7,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,461
|
|
||||||
Common stock issued from share-based compensation plans
|
499
|
|
|
5
|
|
|
3,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,520
|
|
||||||
Tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
8,972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,972
|
|
||||||
Common stock repurchases
|
(70
|
)
|
|
(1
|
)
|
|
(4,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,485
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
(211
|
)
|
||||||
Balance at December 31, 2012
|
30,042
|
|
|
$
|
300
|
|
|
$
|
348,526
|
|
|
$
|
346,011
|
|
|
$
|
1,641
|
|
|
$
|
3,305
|
|
|
$
|
699,783
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(Dollars in thousands)
|
||||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
72,324
|
|
|
$
|
44,244
|
|
|
$
|
20,505
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
32,196
|
|
|
27,915
|
|
|
23,577
|
|
|||
Interest accretion of convertible notes discount
|
9,109
|
|
|
3,589
|
|
|
—
|
|
|||
Financing costs amortization
|
1,530
|
|
|
4,383
|
|
|
3,063
|
|
|||
Call premium related to redemption of long-term debt
|
—
|
|
|
4,964
|
|
|
—
|
|
|||
Employee share-based compensation expense
|
7,461
|
|
|
5,433
|
|
|
4,933
|
|
|||
Loss on disposal of assets
|
—
|
|
|
1,541
|
|
|
1,773
|
|
|||
Impairment of intangible assets
|
3,070
|
|
|
—
|
|
|
—
|
|
|||
Gain on acquisition of business
|
—
|
|
|
—
|
|
|
(1,124
|
)
|
|||
Unrealized foreign currency transaction loss (gain)
|
96
|
|
|
(180
|
)
|
|
(341
|
)
|
|||
Deferred income tax benefit
|
(4,518
|
)
|
|
(2,491
|
)
|
|
(9,345
|
)
|
|||
Reversal of contingent consideration liability
|
(4,620
|
)
|
|
—
|
|
|
—
|
|
|||
Other non-cash operating activities
|
6,165
|
|
|
(536
|
)
|
|
3,236
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
3,422
|
|
|
(34,359
|
)
|
|
(1,447
|
)
|
|||
Inventory
|
(15,777
|
)
|
|
(31,628
|
)
|
|
(13,717
|
)
|
|||
Unbilled contract revenues and other current assets
|
(7,465
|
)
|
|
(10,479
|
)
|
|
(2,554
|
)
|
|||
Accounts payable and other current liabilities
|
2,936
|
|
|
18,129
|
|
|
10,550
|
|
|||
Deferred income taxes
|
663
|
|
|
138
|
|
|
(337
|
)
|
|||
Customer advances and billings in excess of contract revenue
|
(18,951
|
)
|
|
50,995
|
|
|
(198
|
)
|
|||
Net Cash Provided By Operating Activities
|
87,641
|
|
|
81,658
|
|
|
38,574
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(43,685
|
)
|
|
(22,380
|
)
|
|
(16,939
|
)
|
|||
Proceeds from sale of assets
|
2,073
|
|
|
—
|
|
|
989
|
|
|||
Acquisition of businesses, net of cash acquired
|
(182,450
|
)
|
|
(37,680
|
)
|
|
(47,865
|
)
|
|||
Other investing activities
|
(285
|
)
|
|
388
|
|
|
(400
|
)
|
|||
Net Cash Used In Investing Activities
|
(224,347
|
)
|
|
(59,672
|
)
|
|
(64,215
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
21,375
|
|
|
—
|
|
|
—
|
|
|||
Borrowings on revolving credit facilities
|
73,012
|
|
|
4,758
|
|
|
—
|
|
|||
Repayments on revolving credit facilities
|
(77,770
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
(4,438
|
)
|
|
(6,500
|
)
|
|
(18,250
|
)
|
|||
Payment of deferred financing costs
|
(1,445
|
)
|
|
(7,277
|
)
|
|
(2,857
|
)
|
|||
Retirement of long-term debt, including call premium
|
—
|
|
|
(168,139
|
)
|
|
—
|
|
|||
Proceeds from issuance of convertible notes
|
—
|
|
|
250,000
|
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
—
|
|
|
48,848
|
|
|
—
|
|
|||
Payment for call options related to convertible notes
|
—
|
|
|
(66,486
|
)
|
|
—
|
|
|||
Payment of contingent consideration
|
(1,300
|
)
|
|
(1,300
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
3,519
|
|
|
7,027
|
|
|
1,063
|
|
|||
Tax benefit from exercise of stock options
|
8,972
|
|
|
7,879
|
|
|
796
|
|
|||
Common stock repurchases
|
(4,484
|
)
|
|
(1,099
|
)
|
|
(54
|
)
|
|||
Net Cash Provided By (Used In) Financing Activities
|
17,441
|
|
|
67,711
|
|
|
(19,302
|
)
|
|||
Effect of exchange rate changes on cash
|
3,902
|
|
|
2,052
|
|
|
(1,113
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(115,363
|
)
|
|
91,749
|
|
|
(46,056
|
)
|
|||
Cash and cash equivalents at beginning of period
|
256,861
|
|
|
165,112
|
|
|
211,168
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
141,498
|
|
|
$
|
256,861
|
|
|
$
|
165,112
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Raw materials and supplies
|
$
|
85,726
|
|
|
$
|
64,832
|
|
Work in process
|
40,945
|
|
|
36,045
|
|
||
Finished goods
|
69,830
|
|
|
48,945
|
|
||
Total inventories, net
|
$
|
196,501
|
|
|
$
|
149,822
|
|
|
|
|
|
December 31,
|
||||||
Classification
|
|
Estimated Useful Life
|
|
2012
|
|
2011
|
||||
Land and buildings
|
|
20-35 years
|
|
$
|
107,410
|
|
|
$
|
96,984
|
|
Machinery and equipment
|
|
3-12 years
|
|
96,362
|
|
|
79,173
|
|
||
Computer equipment, furniture and fixtures
|
|
3-7 years
|
|
20,238
|
|
|
16,043
|
|
||
Construction in process
|
|
|
|
25,070
|
|
|
8,175
|
|
||
|
|
|
|
249,080
|
|
|
200,375
|
|
||
Less: accumulated depreciation
|
|
|
|
(79,304
|
)
|
|
(63,074
|
)
|
||
Total property, plant and equipment, net
|
|
|
|
$
|
169,776
|
|
|
$
|
137,301
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Beginning balance
|
$
|
288,770
|
|
|
$
|
275,252
|
|
Foreign currency translation adjustments and other
|
408
|
|
|
(1,067
|
)
|
||
Goodwill acquired during the year
|
109,763
|
|
|
14,585
|
|
||
Ending balance
|
$
|
398,941
|
|
|
$
|
288,770
|
|
|
Weighted-average
Estimated
Useful Life
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Unpatented technology
|
9.0 years
|
|
$
|
45,078
|
|
|
$
|
(11,286
|
)
|
|
$
|
18,113
|
|
|
$
|
(9,024
|
)
|
Patents
|
10.0 years
|
|
9,880
|
|
|
(6,664
|
)
|
|
9,080
|
|
|
(5,434
|
)
|
||||
Product names
|
14.0 years
|
|
9,068
|
|
|
(2,712
|
)
|
|
5,638
|
|
|
(1,818
|
)
|
||||
Customer relations
|
13.0 years
|
|
158,005
|
|
|
(59,668
|
)
|
|
130,488
|
|
|
(48,840
|
)
|
||||
Total finite-lived intangible assets
|
12.1 years
|
|
$
|
222,031
|
|
|
$
|
(80,330
|
)
|
|
$
|
163,319
|
|
|
$
|
(65,116
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
|
|
$
|
47,762
|
|
|
|
|
$
|
39,280
|
|
|
|
||||
In-process research and development
|
|
|
—
|
|
|
|
|
3,070
|
|
|
|
||||||
Total indefinite-lived intangible assets
|
|
|
$
|
47,762
|
|
|
|
|
$
|
42,350
|
|
|
|
|
Year Ended December 31, 2012
|
||||
|
Weighted-average Estimated Useful Life
|
|
Amount
|
||
Unpatented technology
|
20.0 years
|
|
$
|
26,900
|
|
Product names
|
2.5 years
|
|
3,400
|
|
|
Customer relations
|
9.0 years
|
|
28,100
|
|
|
Total finite-lived intangible assets acquired
|
13.7 years
|
|
58,400
|
|
|
Indefinite-lived trademarks and trade names
|
|
|
8,600
|
|
|
Total intangible assets acquired
|
|
|
$
|
67,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
$
|
13,181
|
|
|
$
|
12,101
|
|
|
$
|
8,764
|
|
Warranty expense
|
12,494
|
|
|
7,420
|
|
|
5,893
|
|
|||
Warranty usage
|
(18,222
|
)
|
|
(8,085
|
)
|
|
(3,827
|
)
|
|||
Acquired warranty reserves
|
37,033
|
|
|
1,745
|
|
|
1,271
|
|
|||
Ending balance
|
$
|
44,486
|
|
|
$
|
13,181
|
|
|
$
|
12,101
|
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Foreign currency translation adjustments
|
$
|
14,207
|
|
|
$
|
12,635
|
|
Pension liability adjustments, net of taxes
|
(12,566
|
)
|
|
(9,642
|
)
|
||
Accumulated other comprehensive income
|
$
|
1,641
|
|
|
$
|
2,993
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net income attributable to Chart Industries, Inc.
|
$
|
71,295
|
|
|
$
|
44,076
|
|
|
$
|
20,160
|
|
Net income attributable to Chart Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.39
|
|
|
$
|
1.51
|
|
|
$
|
0.71
|
|
Diluted
|
$
|
2.36
|
|
|
$
|
1.47
|
|
|
$
|
0.69
|
|
Weighted average number of common shares outstanding — basic
|
29,786
|
|
|
29,165
|
|
|
28,534
|
|
|||
Incremental shares issuable upon assumed conversion and exercise of stock options
|
408
|
|
|
748
|
|
|
721
|
|
|||
Weighted average number of common shares outstanding shares — diluted
|
30,194
|
|
|
29,913
|
|
|
29,255
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Other current assets:
|
|
|
|
||||
Deposits
|
$
|
244
|
|
|
$
|
338
|
|
Assets held for sale
|
650
|
|
|
2,824
|
|
||
Income taxes receivable
|
—
|
|
|
3,063
|
|
||
Other receivables
|
15,091
|
|
|
6,478
|
|
||
Other current assets
|
$
|
15,985
|
|
|
$
|
12,703
|
|
Other assets:
|
|
|
|
||||
Deferred financing costs
|
$
|
6,546
|
|
|
$
|
6,631
|
|
Cash value of life insurance
|
1,488
|
|
|
1,426
|
|
||
Other
|
5,203
|
|
|
2,165
|
|
||
Other assets
|
$
|
13,237
|
|
|
$
|
10,222
|
|
Other current liabilities:
|
|
|
|
||||
Accrued interest
|
$
|
2,170
|
|
|
$
|
2,099
|
|
Accrued other taxes
|
2,556
|
|
|
2,005
|
|
||
Accrued income taxes
|
2,244
|
|
|
—
|
|
||
Accrued rebates
|
7,242
|
|
|
7,969
|
|
||
Accrued employee separation and plant closure costs
|
1,102
|
|
|
1,113
|
|
||
Accrued other
|
15,156
|
|
|
11,467
|
|
||
Other current liabilities
|
$
|
30,470
|
|
|
$
|
24,653
|
|
Other long-term liabilities:
|
|
|
|
||||
Accrued environmental
|
$
|
4,586
|
|
|
$
|
4,745
|
|
Accrued contingent consideration (1)
|
1,898
|
|
|
6,150
|
|
||
Accrued contingencies and other
|
4,811
|
|
|
1,462
|
|
||
Other long-term liabilities
|
$
|
11,295
|
|
|
$
|
12,357
|
|
(1)
|
Represents the long-term portion of accrued contingent consideration.
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Convertible notes, due August 2018, effective interest rate of 7.9%
|
$
|
183,583
|
|
|
$
|
174,474
|
|
Term loan, due April 2017, average interest rate of 2.46%
|
72,188
|
|
|
55,250
|
|
||
Foreign facilities
|
—
|
|
|
4,758
|
|
||
Total debt
|
255,771
|
|
|
234,482
|
|
||
Less: current maturities
|
(3,750
|
)
|
|
(11,258
|
)
|
||
Long-term debt
|
$
|
252,021
|
|
|
$
|
223,224
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Principal balance of liability component
|
$
|
250,000
|
|
|
$
|
250,000
|
|
Unamortized discount
|
(66,417
|
)
|
|
(75,526
|
)
|
||
Carrying amount of liability component
|
$
|
183,583
|
|
|
$
|
174,474
|
|
Carrying amount of equity component
|
$
|
79,115
|
|
|
$
|
79,115
|
|
Year
|
Amount
|
||
2013
|
$
|
3,750
|
|
2014
|
3,750
|
|
|
2015
|
6,563
|
|
|
2016
|
7,500
|
|
|
2017
|
50,625
|
|
|
Thereafter
|
250,000
|
|
|
|
$
|
322,188
|
|
Less: Convertible notes unamortized discount
|
(66,417
|
)
|
|
|
$
|
255,771
|
|
Net assets acquired:
|
|
||
Accounts receivable, net
|
$
|
24,280
|
|
Inventories, net
|
34,553
|
|
|
Prepaid expenses
|
615
|
|
|
Other current assets
|
3,837
|
|
|
Property, plant and equipment
|
5,342
|
|
|
Other assets
|
976
|
|
|
Accounts payable
|
(13,728
|
)
|
|
Customer advances and billings in excess of contract revenue
|
(4,782
|
)
|
|
Accrued salaries, wages and benefits
|
(1,837
|
)
|
|
Other current liabilities
|
(254
|
)
|
|
Current portion of warranty reserve
|
(10,562
|
)
|
|
Long-term portion of warranty reserve
|
(26,471
|
)
|
|
Net tangible assets acquired
|
11,969
|
|
|
Deferred income tax assets
|
9,262
|
|
|
Goodwill
|
109,763
|
|
|
Identifiable intangible assets
|
67,000
|
|
|
Long-term deferred tax liability
|
(15,544
|
)
|
|
Net assets acquired
|
$
|
182,450
|
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||
Balance at January 1, 2011
|
$
|
—
|
|
|
$
|
5,100
|
|
|
$
|
5,100
|
|
Fair value of contingent consideration at inception
|
1,800
|
|
|
1,650
|
|
|
3,450
|
|
|||
Increase (decrease) in contingent consideration liabilities
|
341
|
|
|
(524
|
)
|
|
(183
|
)
|
|||
Payment
|
(1,300
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||
Balance at December 31, 2011
|
841
|
|
|
6,226
|
|
|
7,067
|
|
|||
Increase (decrease) in contingent consideration liabilities
|
459
|
|
|
(4,236
|
)
|
|
(3,777
|
)
|
|||
Payment
|
(1,300
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||
Balance at December 31, 2012
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
1,990
|
|
|
December 31, 2012
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
—
|
|
Total financial assets
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
433
|
|
|
$
|
433
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
1,990
|
|
|
—
|
|
|
1,990
|
|
|||
Total financial liabilities
|
$
|
2,423
|
|
|
$
|
433
|
|
|
$
|
1,990
|
|
|
December 31, 2011
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
489
|
|
|
$
|
489
|
|
|
$
|
—
|
|
Total financial assets
|
$
|
489
|
|
|
$
|
489
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
202
|
|
|
$
|
202
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
7,067
|
|
|
—
|
|
|
7,067
|
|
|||
Total financial liabilities
|
$
|
7,269
|
|
|
$
|
202
|
|
|
$
|
7,067
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
$
|
79,812
|
|
|
$
|
42,429
|
|
|
$
|
18,415
|
|
Foreign
|
23,294
|
|
|
20,545
|
|
|
10,083
|
|
|||
Income before income taxes
|
$
|
103,106
|
|
|
$
|
62,974
|
|
|
$
|
28,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
28,076
|
|
|
$
|
14,369
|
|
|
$
|
12,673
|
|
State and local
|
1,768
|
|
|
876
|
|
|
900
|
|
|||
Foreign
|
5,456
|
|
|
5,976
|
|
|
3,765
|
|
|||
Total current
|
35,300
|
|
|
21,221
|
|
|
17,338
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(3,477
|
)
|
|
(962
|
)
|
|
(8,603
|
)
|
|||
State and local
|
(684
|
)
|
|
(66
|
)
|
|
77
|
|
|||
Foreign
|
(357
|
)
|
|
(1,463
|
)
|
|
(819
|
)
|
|||
Total deferred
|
(4,518
|
)
|
|
(2,491
|
)
|
|
(9,345
|
)
|
|||
Total provision
|
$
|
30,782
|
|
|
$
|
18,730
|
|
|
$
|
7,993
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax expense at U.S. federal statutory rate
|
$
|
36,087
|
|
|
$
|
22,041
|
|
|
$
|
9,974
|
|
State income taxes, net of federal tax benefit
|
711
|
|
|
810
|
|
|
976
|
|
|||
Foreign income, net of credit on foreign taxes
|
48
|
|
|
137
|
|
|
176
|
|
|||
Effective tax rate differential of earnings outside of U.S.
|
(4,983
|
)
|
|
(1,901
|
)
|
|
(1,221
|
)
|
|||
Foreign investment tax credit
|
(406
|
)
|
|
(777
|
)
|
|
(305
|
)
|
|||
Non-taxable gain on acquisition of business
|
—
|
|
|
—
|
|
|
(394
|
)
|
|||
Non-deductible (taxable) items
|
2,885
|
|
|
74
|
|
|
(144
|
)
|
|||
(Income) provision for tax contingencies
|
(394
|
)
|
|
(28
|
)
|
|
2
|
|
|||
Domestic production activities deduction
|
(2,490
|
)
|
|
(1,626
|
)
|
|
(1,071
|
)
|
|||
Other differences
|
(676
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax expense
|
$
|
30,782
|
|
|
$
|
18,730
|
|
|
$
|
7,993
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves
|
$
|
27,625
|
|
|
$
|
14,036
|
|
Pensions
|
7,019
|
|
|
5,562
|
|
||
Inventory
|
2,775
|
|
|
1,630
|
|
||
Share-based compensation
|
5,220
|
|
|
4,539
|
|
||
Tax credit carryforwards
|
2,662
|
|
|
1,070
|
|
||
Foreign net operating loss carryforwards
|
1,440
|
|
|
1,405
|
|
||
State net operating loss carryforward
|
1,517
|
|
|
1,442
|
|
||
Other — net
|
1,331
|
|
|
1,138
|
|
||
Total deferred tax assets before valuation allowance
|
49,589
|
|
|
30,822
|
|
||
Valuation allowance
|
(1,766
|
)
|
|
(1,869
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
47,823
|
|
|
$
|
28,953
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
15,705
|
|
|
$
|
16,392
|
|
Intangibles
|
59,396
|
|
|
38,888
|
|
||
Convertible notes
|
3,071
|
|
|
3,613
|
|
||
Total deferred tax liabilities
|
$
|
78,172
|
|
|
$
|
58,893
|
|
Net deferred tax liabilities
|
$
|
30,349
|
|
|
$
|
29,940
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Unrecognized tax benefits at beginning of the year
|
$
|
2,440
|
|
|
$
|
2,468
|
|
|
$
|
1,470
|
|
Additions for tax positions of prior years
|
1,921
|
|
|
128
|
|
|
2,170
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|||
Reductions for settlements
|
(905
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse of statutes of limitation
|
(117
|
)
|
|
(134
|
)
|
|
(1,150
|
)
|
|||
Unrecognized tax benefits at end of the year
|
$
|
3,339
|
|
|
$
|
2,440
|
|
|
$
|
2,468
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest cost
|
$
|
2,206
|
|
|
$
|
2,409
|
|
|
$
|
2,447
|
|
Expected return on plan assets
|
(2,648
|
)
|
|
(2,575
|
)
|
|
(2,353
|
)
|
|||
Amortization of net loss
|
974
|
|
|
365
|
|
|
269
|
|
|||
Total net periodic pension expense
|
$
|
532
|
|
|
$
|
199
|
|
|
$
|
363
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
49,925
|
|
|
$
|
44,693
|
|
Interest cost
|
2,206
|
|
|
2,409
|
|
||
Benefits paid
|
(1,710
|
)
|
|
(1,641
|
)
|
||
Actuarial losses
|
6,847
|
|
|
4,464
|
|
||
Projected benefit obligation at year end
|
$
|
57,268
|
|
|
$
|
49,925
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
34,020
|
|
|
$
|
33,210
|
|
Actual return (loss)
|
3,899
|
|
|
(473
|
)
|
||
Employer contributions
|
1,732
|
|
|
2,924
|
|
||
Benefits paid
|
(1,710
|
)
|
|
(1,641
|
)
|
||
Fair value of plan assets at year end
|
$
|
37,941
|
|
|
$
|
34,020
|
|
Funded status (Accrued pension liabilities)
|
$
|
(19,327
|
)
|
|
$
|
(15,905
|
)
|
|
|
|
|
||||
Unrecognized actuarial loss recognized in other comprehensive income
|
$
|
19,978
|
|
|
$
|
15,355
|
|
|
December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Assumptions used to determine benefit obligation at year end:
|
|
|
|
|
|
|||
Discount rate
|
3.75
|
%
|
|
4.50
|
%
|
|
5.50
|
%
|
Assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.50
|
%
|
|
5.50
|
%
|
|
6.00
|
%
|
Expected long-term weighted-average rate of return on plan assets
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
|
|
Fair Value
|
|||||||
Assets:
|
Target
|
|
2012
|
|
2011
|
|||||
Pooled separate accounts - Equity
|
55
|
%
|
|
$
|
21,265
|
|
|
$
|
19,109
|
|
Pooled separate accounts - Fixed income funds
|
43
|
%
|
|
16,650
|
|
|
14,909
|
|
||
Pooled separate accounts - Cash and cash equivalents
|
2
|
%
|
|
26
|
|
|
2
|
|
||
Total
|
100
|
%
|
|
$
|
37,941
|
|
|
$
|
34,020
|
|
2013
|
$
|
1,900
|
|
2014
|
2,000
|
|
|
2015
|
2,100
|
|
|
2016
|
2,200
|
|
|
2017
|
2,400
|
|
|
In aggregate during five years thereafter
|
14,400
|
|
(a)
|
Assets contributed to the multi-employer by one employer may be used to provide benefits to employees of other participating employers.
|
(b)
|
If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers.
|
(c)
|
If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted-average grant date fair value per share
|
$
|
35.69
|
|
|
$
|
24.33
|
|
|
$
|
12.03
|
|
Expected term (years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|||
Risk-free interest rate
|
1.15
|
%
|
|
2.43
|
%
|
|
2.46
|
%
|
|||
Expected volatility
|
70.71
|
%
|
|
72.47
|
%
|
|
77.84
|
%
|
|
December 31, 2012
|
|||||||||||
|
Number
of Shares
|
|
Weighted-average
Exercise
Price
|
|
Aggregate Intrinsic Value
|
|
Weighted- average Remaining Contractual Term
|
|||||
Outstanding at beginning of year
|
978
|
|
|
$
|
16.69
|
|
|
|
|
|
||
Granted
|
103
|
|
|
56.06
|
|
|
|
|
|
|||
Exercised
|
(316
|
)
|
|
11.13
|
|
|
|
|
|
|||
Forfeited
|
(16
|
)
|
|
31.25
|
|
|
|
|
|
|||
Outstanding at end of year
|
749
|
|
|
$
|
24.21
|
|
|
$
|
31,816
|
|
|
6.2 years
|
Exercisable at end of year
|
441
|
|
|
$
|
16.36
|
|
|
$
|
22,188
|
|
|
5.0 years
|
|
December 31, 2012
|
|||||
|
Number
of Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
171
|
|
|
$
|
23.53
|
|
Granted
|
44
|
|
|
60.80
|
|
|
Forfeited
|
(7
|
)
|
|
35.06
|
|
|
Vested
|
(76
|
)
|
|
21.89
|
|
|
Unvested at end of year
|
132
|
|
|
$
|
36.60
|
|
|
December 31, 2012
|
|||||
|
Number
of Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
187
|
|
|
$
|
18.70
|
|
Granted
|
15
|
|
|
55.93
|
|
|
Forfeited
|
(6
|
)
|
|
21.56
|
|
|
Vested
|
(128
|
)
|
|
11.02
|
|
|
Unvested at end of year
|
68
|
|
|
$
|
41.07
|
|
|
December 31, 2012
|
|||||
|
Number
of Shares
|
|
Weighted-average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
—
|
|
|
$
|
—
|
|
Granted
|
18
|
|
|
67.05
|
|
|
Unvested at end of year
|
18
|
|
|
$
|
67.05
|
|
2013
|
$
|
7,195
|
|
2014
|
5,248
|
|
|
2015
|
4,026
|
|
|
2016
|
3,056
|
|
|
2017
|
2,515
|
|
|
Thereafter
|
9,069
|
|
|
Total future minimum lease payments
|
$
|
31,109
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
Energy and
Chemicals
|
|
Distribution
and
Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales from external customers
|
$
|
323,676
|
|
|
$
|
475,576
|
|
|
$
|
214,900
|
|
|
$
|
—
|
|
|
$
|
1,014,152
|
|
Depreciation and amortization expense
|
7,877
|
|
|
12,599
|
|
|
10,204
|
|
|
1,516
|
|
|
32,196
|
|
|||||
Operating income (loss)
|
64,931
|
|
|
79,175
|
|
|
24,079
|
|
|
(46,372
|
)
|
|
121,813
|
|
|||||
Total assets (1)
|
203,044
|
|
|
607,252
|
|
|
447,792
|
|
|
69,753
|
|
|
1,327,841
|
|
|||||
Capital expenditures
|
9,519
|
|
|
30,048
|
|
|
2,717
|
|
|
1,401
|
|
|
43,685
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
Energy and
Chemicals
|
|
Distribution
and
Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales from external customers
|
$
|
205,033
|
|
|
$
|
390,332
|
|
|
$
|
199,220
|
|
|
$
|
—
|
|
|
$
|
794,585
|
|
Depreciation and amortization expense
|
7,417
|
|
|
11,767
|
|
|
7,588
|
|
|
1,143
|
|
|
27,915
|
|
|||||
Operating income (loss)
|
27,489
|
|
|
61,415
|
|
|
35,911
|
|
|
(34,821
|
)
|
|
89,994
|
|
|||||
Total assets (1)
|
203,067
|
|
|
556,688
|
|
|
226,729
|
|
|
187,991
|
|
|
1,174,475
|
|
|||||
Capital expenditures
|
5,228
|
|
|
7,808
|
|
|
6,692
|
|
|
2,652
|
|
|
22,380
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||||
|
Energy and
Chemicals
|
|
Distribution
and
Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales from external customers
|
$
|
137,801
|
|
|
$
|
269,293
|
|
|
$
|
148,361
|
|
|
$
|
—
|
|
|
$
|
555,455
|
|
Depreciation and amortization expense
|
7,338
|
|
|
10,474
|
|
|
5,197
|
|
|
568
|
|
|
23,577
|
|
|||||
Operating income (loss)
|
6,121
|
|
|
41,934
|
|
|
30,698
|
|
|
(31,249
|
)
|
|
47,504
|
|
|||||
Total assets (1)
|
188,407
|
|
|
513,215
|
|
|
227,138
|
|
|
26,079
|
|
|
954,839
|
|
|||||
Capital expenditures
|
973
|
|
|
8,563
|
|
|
4,594
|
|
|
2,809
|
|
|
16,939
|
|
(1)
|
Corporate assets consist primarily of cash, cash equivalents and deferred income taxes.
|
|
Energy and
Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||||
Balance at January 1, 2011
|
$
|
83,215
|
|
|
$
|
148,010
|
|
|
$
|
44,027
|
|
|
$
|
275,252
|
|
Foreign currency translation adjustments and other
|
—
|
|
|
(1,067
|
)
|
|
—
|
|
|
(1,067
|
)
|
||||
Goodwill acquired during the year
|
—
|
|
|
11,438
|
|
|
3,147
|
|
|
14,585
|
|
||||
Balance at December 31, 2011
|
83,215
|
|
|
158,381
|
|
|
47,174
|
|
|
288,770
|
|
||||
Foreign currency translation adjustments and other
|
—
|
|
|
408
|
|
|
—
|
|
|
408
|
|
||||
Goodwill acquired during the year
|
—
|
|
|
—
|
|
|
109,763
|
|
|
109,763
|
|
||||
Balance at December 31, 2012
|
$
|
83,215
|
|
|
$
|
158,789
|
|
|
$
|
156,937
|
|
|
$
|
398,941
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Operating income
|
$
|
121,813
|
|
|
$
|
89,994
|
|
|
$
|
47,504
|
|
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense, net
|
15,679
|
|
|
23,371
|
|
|
16,196
|
|
|||
Amortization of deferred financing costs
|
1,530
|
|
|
4,383
|
|
|
3,063
|
|
|||
Foreign currency loss (gain)
|
1,498
|
|
|
(734
|
)
|
|
871
|
|
|||
Gain on acquisition of business
|
—
|
|
|
—
|
|
|
(1,124
|
)
|
|||
Income before income taxes
|
$
|
103,106
|
|
|
$
|
62,974
|
|
|
$
|
28,498
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Energy and Chemicals Segment
|
|
|
|
|
|
||||||
Heat exchangers – Brazed aluminum
|
$
|
146,110
|
|
|
$
|
92,013
|
|
|
$
|
62,597
|
|
Heat exchangers – Air cooled
|
69,977
|
|
|
66,962
|
|
|
50,716
|
|
|||
Cold boxes
|
107,589
|
|
|
46,058
|
|
|
24,488
|
|
|||
|
$
|
323,676
|
|
|
$
|
205,033
|
|
|
$
|
137,801
|
|
Distribution and Storage Segment
|
|
|
|
|
|
||||||
Cryogenic bulk storage systems
|
$
|
153,372
|
|
|
$
|
153,518
|
|
|
$
|
102,876
|
|
Cryogenic packaged gas systems and beverage liquid CO
2
systems
|
143,548
|
|
|
142,262
|
|
|
97,976
|
|
|||
LNG applications
|
107,231
|
|
|
35,678
|
|
|
20,184
|
|
|||
Cryogenic systems, components and services
|
71,425
|
|
|
58,874
|
|
|
48,257
|
|
|||
|
$
|
475,576
|
|
|
$
|
390,332
|
|
|
$
|
269,293
|
|
BioMedical Segment
|
|
|
|
|
|
||||||
Medical respiratory products
|
$
|
150,451
|
|
|
$
|
138,411
|
|
|
$
|
95,666
|
|
Biological storage systems
|
64,449
|
|
|
60,809
|
|
|
52,695
|
|
|||
|
214,900
|
|
|
199,220
|
|
|
148,361
|
|
|||
Total Sales
|
$
|
1,014,152
|
|
|
$
|
794,585
|
|
|
$
|
555,455
|
|
|
Sales for the Year Ended December 31,
|
|
Property, plant and equipment, net as of December 31,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||||
United States
|
$
|
710,891
|
|
|
$
|
503,011
|
|
|
$
|
391,691
|
|
|
$
|
98,425
|
|
|
$
|
75,848
|
|
Czech Republic
|
70,660
|
|
|
87,285
|
|
|
72,486
|
|
|
21,559
|
|
|
21,805
|
|
|||||
China
|
126,161
|
|
|
71,752
|
|
|
45,203
|
|
|
34,158
|
|
|
23,410
|
|
|||||
Germany
|
93,973
|
|
|
122,001
|
|
|
—
|
|
|
14,402
|
|
|
14,672
|
|
|||||
Other Non-U.S. Countries
|
12,467
|
|
|
10,536
|
|
|
46,075
|
|
|
1,232
|
|
|
1,566
|
|
|||||
Total
|
$
|
1,014,152
|
|
|
$
|
794,585
|
|
|
$
|
555,455
|
|
|
$
|
169,776
|
|
|
$
|
137,301
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Sales (1)
|
$
|
216,106
|
|
|
$
|
239,939
|
|
|
$
|
254,249
|
|
|
$
|
303,858
|
|
|
$
|
1,014,152
|
|
Gross profit
|
67,557
|
|
|
74,129
|
|
|
78,012
|
|
|
85,465
|
|
|
305,163
|
|
|||||
Operating income
|
23,861
|
|
|
33,083
|
|
|
32,032
|
|
|
32,837
|
|
|
121,813
|
|
|||||
Net income
|
14,152
|
|
|
18,136
|
|
|
18,885
|
|
|
21,151
|
|
|
72,324
|
|
|||||
Net income attributable to Chart Industries, Inc.
|
14,083
|
|
|
17,936
|
|
|
18,516
|
|
|
20,760
|
|
|
71,295
|
|
|||||
Net income attributable to Chart Industries, Inc. per share—basic
|
$
|
0.48
|
|
|
$
|
0.60
|
|
|
$
|
0.62
|
|
|
$
|
0.69
|
|
|
$
|
2.39
|
|
Net income attributable to Chart Industries, Inc. per share—diluted
|
$
|
0.47
|
|
|
$
|
0.59
|
|
|
$
|
0.61
|
|
|
$
|
0.69
|
|
|
$
|
2.36
|
|
(1)
|
During the fourth quarter of 2012, AirSep added sales of
$31,679
.
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Sales
|
$
|
162,941
|
|
|
$
|
200,698
|
|
|
$
|
211,311
|
|
|
$
|
219,635
|
|
|
$
|
794,585
|
|
Gross profit
|
52,486
|
|
|
62,330
|
|
|
66,631
|
|
|
63,999
|
|
|
245,446
|
|
|||||
Operating income
|
14,307
|
|
|
21,489
|
|
|
29,043
|
|
|
25,155
|
|
|
89,994
|
|
|||||
Net income
|
7,403
|
|
|
11,020
|
|
|
17,505
|
|
|
8,316
|
|
|
44,244
|
|
|||||
Net income attributable to Chart Industries, Inc.
|
7,530
|
|
|
10,591
|
|
|
17,540
|
|
|
8,415
|
|
|
44,076
|
|
|||||
Net income attributable to Chart Industries, Inc. per share—basic
|
$
|
0.26
|
|
|
$
|
0.36
|
|
|
$
|
0.60
|
|
|
$
|
0.29
|
|
|
$
|
1.51
|
|
Net income attributable to Chart Industries, Inc. per share—diluted
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.59
|
|
|
$
|
0.28
|
|
|
$
|
1.47
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Balance
at
beginning
of period
|
|
Charged to
costs and
expenses
|
|
Charged
to other
accounts
|
|
|
Deductions
|
|
|
Translations
|
|
Balance
at end
of
period
|
||||||||||||
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
2,360
|
|
|
$
|
3,067
|
|
|
$
|
930
|
|
(1)
|
|
$
|
(2,289
|
)
|
(2)
|
|
$
|
12
|
|
|
$
|
4,080
|
|
Allowance for obsolete and excess inventory
|
3,191
|
|
|
2,507
|
|
|
1,085
|
|
(1)
|
|
(2,732
|
)
|
(3)
|
|
27
|
|
|
4,078
|
|
||||||
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
3,008
|
|
|
$
|
4,205
|
|
|
$
|
52
|
|
(1)
|
|
$
|
(4,919
|
)
|
(2)
|
|
$
|
14
|
|
|
$
|
2,360
|
|
Allowance for obsolete and excess inventory
|
3,181
|
|
|
3,331
|
|
|
—
|
|
|
|
(3,398
|
)
|
(3)
|
|
77
|
|
|
3,191
|
|
||||||
Year Ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
1,727
|
|
|
$
|
3,326
|
|
|
$
|
489
|
|
(1)
|
|
$
|
(2,552
|
)
|
(2)
|
|
$
|
18
|
|
|
$
|
3,008
|
|
Allowance for obsolete and excess inventory
|
4,184
|
|
|
1,800
|
|
|
201
|
|
(1)
|
|
(2,965
|
)
|
(3)
|
|
(39
|
)
|
|
3,181
|
|
(1)
|
Reserves at date of acquisition of subsidiary or subsidiaries.
|
(2)
|
Reversal of amounts previously recorded as bad debt and uncollectible accounts written off.
|
(3)
|
Inventory items written off against the allowance.
|
|
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of August 2, 2005 by and among Chart Industries, Inc., certain of its stockholders, First Reserve Fund X, L.P. and CI Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).
|
|
|
|
3.2
|
|
Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K, filed with the SEC on December 19, 2008 (File No. 001-11442)).
|
|
|
|
4.1
|
|
Form of Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).
|
|
|
|
4.2
|
|
Indenture, dated August 3, 2011 by and between Chart Industries, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2011 (File No. 001-11442)).
|
|
|
|
4.3
|
|
Supplemental Indenture, dated August 3, 2011 by and between Chart Industries, Inc, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2011(File No. 001-11442)).
|
|
|
|
4.4
|
|
Form of 2.00% Convertible Senior Subordinated Notes due 2018 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2011 (File No. 001-11442)).
|
|
|
|
10.1
|
|
Form of Amended and Restated Management Stockholders Agreement (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).
|
|
|
|
10.2
|
|
Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.2.1
|
|
Form of Nonqualified Stock Option Agreement (2005 and 2006 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).*
|
|
|
|
10.2.2
|
|
Form of Restricted Stock Unit Agreement (for non-employee directors) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).*
|
|
|
|
10.2.3
|
|
Form of 2009 Performance Unit Agreement under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.2.4
|
|
Form of Nonqualified Stock Option Agreement (2007 and 2008 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed with the SEC on August 7, 2007 (File No. 001-11442)).*
|
|
|
|
10.2.5
|
|
Form of Nonqualified Stock Option Agreement (2009 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.7 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.2.6
|
|
Forms of Stock Award Agreement and Deferral Election Form (for non-employee directors) (2008 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-11442)).*
|
|
|
|
10.2.7
|
|
Forms of Stock Award Agreement and Deferral Election Form (for non-employee directors) (2009 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (File No. 001-11442)).*
|
|
|
|
10.3
|
|
Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2012 (File No. 001-11442)).*
|
10.3.1
|
|
Amendment No. 1 to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 001-11442)).*
|
|
|
|
10.3.2
|
|
Form of Nonqualified Stock Option Agreement (2010 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-11442)).*
|
|
|
|
10.3.3
|
|
Form of Restricted Stock Agreement (2010 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-11442)).*
|
|
|
|
10.3.4
|
|
Forms of Stock Award Agreement and Deferral Election Form (for eligible directors) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-11442)).*
|
|
|
|
10.3.5
|
|
Form of Nonqualified Stock Option Agreement (2011 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-11442)).*
|
|
|
|
10.3.6
|
|
Form of Restricted Stock Agreement (2011 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-11442)).*
|
|
|
|
10.3.7
|
|
Form of Performance Unit Agreement (2011 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-11442)).*
|
|
|
|
10.3.8
|
|
Form of Leveraged Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 001-11442)).*
|
|
|
|
10.3.9
|
|
Form of Nonqualified Stock Option Agreement (2012 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-11442)).*
|
|
|
|
10.3.10
|
|
Form of Performance Unit Agreement (2012 grants) under the Chart Industries, Inc. 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-11442)).*
|
|
|
|
10.3.11
|
|
Form of Nonqualified Stock Option Agreement (2013 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan.* (x)
|
|
|
|
10.3.12
|
|
Form of Performance Unit Agreement (2013 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan.* (x)
|
|
|
|
10.4
|
|
Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed with the SEC on June 28, 2010 (File No. 001-11442)).*
|
|
|
|
10.5
|
|
Chart Industries, Inc. 2009 Incentive Compensation Plan (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2009 (File No. 001-11442)).*
|
|
|
|
10.6
|
|
Amended and Restated Credit Agreement, dated April 25, 2012, among Chart Industries, Inc., Chart Industries Luxembourg S.à r.l., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s amended Current Report on Form 8-K, filed with the SEC on April 26, 2012 (File No. 001-11442)).
|
|
|
|
10.7
|
|
Amended and Restated Guarantee and Collateral Agreement, dated April 25, 2012, among Chart Industries, Inc., certain subsidiaries of Chart Industries, Inc., and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 26, 2012 (File No. 001-11442)).
|
|
|
|
10.8
|
|
Employment Agreement, dated February 26, 2008, by and between Registrant and Samuel F. Thomas (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.8.1
|
|
Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Samuel F. Thomas (incorporated by reference to Exhibit 10.9.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
|
|
|
10.8.2
|
|
Amendment No. 2, effective January 1, 2010, to the Employment Agreement dated February 26, 2008 by and between Registrant and Samuel F. Thomas (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 001-11442)).*
|
|
|
|
10.8.3
|
|
Amendment No. 3, dated January 1, 2012, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Samuel F. Thomas (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 001-11442)). *
|
10.8.4
|
|
Amendment No. 4, dated January 1, 2013, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Samuel F. Thomas (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2013 (File No. 001-11442)). *
|
|
|
|
10.9
|
|
Employment Agreement, dated February 26, 2008, by and between Registrant and Michael F. Biehl (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.9.1
|
|
Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Michael F. Biehl (incorporated by reference to Exhibit 10.10.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
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|
|
|
10.9.2
|
|
Amendment No. 2, dated January 1, 2012, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Michael F. Biehl (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 001-11442)).*
|
10.9.3
|
|
Amendment No. 3, dated January 1, 2013, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Michael F. Biehl (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2013 (File No. 001-11442)).*
|
|
|
|
10.10
|
|
Employment Agreement, dated February 26, 2008, by and between Registrant and Matthew J. Klaben (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11442)).*
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|
|
|
10.10.1
|
|
Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Matthew J. Klaben (incorporated by reference to Exhibit 10.11.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
|
|
|
|
10.10.2
|
|
Amendment No. 2, dated January 1, 2012, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Matthew J. Klaben (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 001-11442)).*
|
10.10.3
|
|
Amendment No. 3, dated January 1, 2013, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Matthew J. Klaben (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2013 (File No. 001-11442)).*
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|
|
|
10.11
|
|
Employment Agreement, dated February 26, 2008, by and between Registrant and Kenneth J. Webster (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11442)).*
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|
|
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10.11.1
|
|
Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Kenneth J. Webster (incorporated by reference to Exhibit 10.13.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11442)).*
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|
|
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10.11.2
|
|
Amendment No. 2, effective January 1, 2010, to the Employment Agreement dated February 26, 2008 by and between Registrant and Kenneth J. Webster (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 001-11442)).*
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|
|
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10.11.3
|
|
Amendment No. 3, dated January 1, 2012, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Kenneth J. Webster (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 001-11442)).*
|
10.11.4
|
|
Amendment No. 4, dated January 1, 2013, to the Employment Agreement dated February 26, 2008 by and between Chart Industries, Inc. and Kenneth J. Webster (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2013 (File No. 001-11442)).*
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|
|
|
10.12
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).
|
|
|
|
10.13
|
|
IAM Agreement 2010-2013, effective February 6, 2010, by and between Chart Energy & Chemicals, Inc. and Local Lodge 2191 of District Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL-CIO (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 001-11442)).
|
10.14
|
|
IAM Agreement 2013-2018, effective February 3, 2013, by and between Chart Energy & Chemicals, Inc. and Local Lodge 2191 of District Lodge 66 of the International Association of Machinists and Aerospace Workers, AFL-CIO. (x)
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|
|
|
10.15
|
|
Base Call Option Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011(File No. 001-11442)).
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|
|
|
10.15.1
|
|
Base Call Option Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011(File No. 001-11442)).
|
|
|
|
10.15.2
|
|
Base Warrants Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011 (File No. 001-11442)).
|
|
|
|
10.15.3
|
|
Base Warrants Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011(File No. 001-11442)).
|
|
|
|
10.15.4
|
|
Base Capped Call Option Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011(File No. 001-11442)).
|
|
|
|
10.15.5
|
|
Base Capped Call Option Transaction Confirmation, dated as of July 28, 2011, by and between Chart Industries, Inc. and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 3, 2011(File No. 001-11442)).
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|
|
|
10.16
|
|
Agreement and Plan of Merger, dated as of July 23, 2012 by and among Chart Inc., Bison Corp., AirSep Corporation, Joseph L. Priest, as Representative, for purposes of Section 4.10 only, Joseph L. Priest and Ravinder K. Bansal, and for purposes of Section 9.14 only, Chart Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on 8-K filed with the SEC on July 23, 2012 (File No. 001-11442)).
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|
|
|
10.16.1
|
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of August 30, 2012 by and among Chart Inc., Bison Corp., AirSep Corporation, Joseph L. Priest, as Representative, for purposes of Section 4.10 only, Joseph L. Priest and Ravinder K. Bansal, and for purposes of Section 9.14 only, Chart Industries, Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 001-11442)).
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|
|
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21.1
|
|
List of Subsidiaries. (x)
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm. (x)
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification of the Company’s Chief Financial Officer. (x)
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of the Company’s Chief Executive Officer. (x)
|
|
|
|
32.1
|
|
Section 1350 Certification of the Company’s Chief Financial Officer. (xx)
|
|
|
|
32.2
|
|
Section 1350 Certification of the Company’s Chief Executive Officer. (xx)
|
|
|
|
101.INS
|
|
XBRL Instance Document (xxx)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (xxx)
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (xxx)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (xxx)
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (xxx)
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (xxx)
|
(x)
|
Filed herewith.
|
(xx)
|
Furnished herewith.
|
(xxx)
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
|
*
|
Management contract or compensatory plan or arrangement.
|
1
|
Chart Energy & Chemicals Inc., (hereinafter referred to as the "Company") recognizes Local Lodge 2191 of District Lodge 66 of The International Association of Machinists and Aerospace Workers, AFL-CIO (hereinafter referred to as the "Union") as the sole and exclusive bargaining agent for its employees at its La Crosse, Wisconsin manufacturing facility for the purpose of collective bargaining with respect to the wages, hours and working conditions of said employees.
|
2
|
As used in this Agreement, the terms "employee" and "employees" shall include all production and maintenance employees, including all craters, receiving clerks and tool room employees, but shall exclude all administrative employees, factory office clerical employees, engineers and technical employees, standards and factory cost department employees, professional employees, guards, safety inspectors, nurses, student trainees and all supervisory employees as defined in the Labor Management Relations Act.
|
3
|
Employees in the above excluded jobs are not covered by this Agreement; but if employees currently in such jobs subsequently take other jobs within the coverage of this Agreement, then such employees shall be eligible to membership in the Union upon such notification to them by the Company.
|
4
|
This Agreement shall be binding on any and all successors and assigns, who by purchase, lease, transfer of stock or merger, acquire control of the Company's manufacturing facility in La Crosse, Wisconsin.
|
5
|
Employees eligible for Union membership as defined in this Agreement shall be required at the expiration of their probationary period to become and remain members of the Union in good standing with respect to the payment of uniformly levied initiation fee and periodic dues as a condition of employment.
|
6
|
The Company or the Union shall not discriminate against employees because of color, race, sex, religious affiliation, nationality, age, handicap or status as a disabled veteran or Vietnam era veteran, as prescribed by applicable state or federal law. Pronouns in the male gender appearing in this Agreement are intended to include the female gender.
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7
|
Eight (8) hours shall constitute a regular day's work and not more than forty (40) hours shall constitute a regular week's work. The regular workweek will begin at 11:00 p.m. on Sunday and will end on Friday.
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8
|
The shifts may consist of one day and two night shifts. The regular working hours are as follows:
|
9
|
Employees shall be provided during their shift a lunch period not to exceed (15) minutes in accordance with operational requirements. Normally, the break times will be as specified below:
|
10
|
Employees shall also be provided during their shift one (1) rest period not to exceed ten (10) minutes in accordance with operational requirements. Normally, the break times will be as specified below:
|
11
|
The consumption of food items and visits to the lunch room shall be limited to designated lunch and break periods and will not be permitted during other work hours. Beverages will be allowed at the work stations.
|
12
|
All employees are assigned to a three-shift basis and will have a paid 15-minute lunch period starting at one of the times listed above in this paragraph.
|
13
|
The Company will have the right to establish a supplemental weekend shift. This schedule will consist of a day and night shift, each of 12 hours in accordance with the times outlined below and shall be of no less than three (3) months duration.
|
14
|
The three (3) shifts on a five (5) day Monday through Friday schedule shall continue to be the main shift in the plant.
|
16
|
The opportunity for this shift is
strictly voluntary
.
Employees selected from the volunteer list will be assigned to the shift for a 3-month period. For each 3-month period (if the weekend shift is still required), a new volunteer list will be posted. The senior qualified employee volunteers on the list will be selected to work the shift. Bumping in accordance with Article XI, paragraph 113 will not apply to this shift because each 3 months, a new volunteer list is required.
|
17
|
The maximum number of employees assigned to each shift shall be thirty-two (32) for the entire plant. No more than eight (8) employees per department, per shift will be assigned.
|
19
|
The pay period for weekend shift employee remains Monday through Sunday.
|
(2)
|
On the day a holiday is observed by all employees
|
(3)
|
All overtime hours worked which exceed sixteen (16) hours in any one workweek.
|
(a)
|
Observe Holidays and Holiday time that falls on their shift schedule.
|
(b)
|
Receive Holiday pay at the rate of 12 hours times your base rate including applicable premiums for all Holidays that fall upon the weekend shift schedule (totaling 13.33 hours of pay) and receive their entire shift off on that day.
|
(c)
|
Receive Holiday pay at the rate of 8 hours times your base rate including applicable premiums for all holidays that fall off of the weekend shift schedule as an addition to your pay that week. Holiday pay under this provision is not to be used in overtime rate calculations.
|
(d)
|
All holiday qualifiers apply for those Holidays that fall on the shift.
|
(e)
|
For the weekend shift only, the Good Friday Holiday will be moved to Easter Sunday each year.
|
(f)
|
Holidays observed are in accordance with Paragraph 53
|
26
|
A weekend employee that was on a day-at-a-time vacation, when overtime is scheduled, that is eligible and qualified to work overtime, will be eligible to work the overtime, provided the employee notifies their supervisor of their intent to work such overtime. If such employee replaces another employee, the employee being replaced is not charged for that overtime.
|
27
|
Mandatory overtime language will not apply to the weekend shift employees.
|
28
|
Union members will cooperate in working of necessary overtime; however, an employee shall have the right to refuse to perform overtime work where the Company is able to secure someone else who is experienced to perform the work. If an employee has been farmed from their department for more than 2 (two) days they will not be required to work overtime (forced) in the same week.
|
29
|
An employee shall have the right to refuse to accept overtime work whenever they have a reasonable excuse or where the length of time is so excessive so as to endanger their health.
|
30
|
Employer requests for daily overtime shall be made before 12:00 pm for the day shift or before 9:00 pm for the second shift and the day before for the third shift. In no event shall a first or second shift employee be required to work Saturday or Sunday when notification is given later than the end of the employee's Thursday shift nor where the Saturday shift is more than five (5) hours. For first and second shift employees, the Company will schedule consecutive 5-hour shifts on Saturday and/or Sunday except when production needs require another schedule. When two shifts are being scheduled, the first and second shifts will be scheduled for the same number of hours. Third shift employees will not be required to work Saturday or Sunday when notification is given later than the end of the employee’s Thursday shift. The normal Saturday or Sunday shift for third shift employees is eight (8) consecutive hours. The employee may, at their option, work five (5) hours. If a change in schedule is necessary, the Shop Committee will be notified and given the reason for such deviation - this will be done before the deviation whenever possible. 1st and 2nd shifts will have the right to work five (5) hours starting on their regular Saturday and Sunday shift, since the regular shift on weekends is five (5) hours.
|
31
|
In no event shall an employee be forced to work more than three (3) consecutive weekend days(Saturday or Sunday).
|
a.
|
An Employee who works their full scheduled overtime shift on a Saturday in the same classification held at the time that Saturday overtime was requested, will accumulate one (1) bank day for every three (3)overtime Saturdays worked.
|
b.
|
Bank days shall not be accumulated by an employee who volunteers to work overtime outside of their department.
|
c.
|
An employee could only accumulate and hold up to two (2) bank days maximum at anytime.
|
d.
|
An accumulated bank day would allow an employee who is required to work overtime (Saturday or Sunday) to request to be excused from the overtime requirement. The employee must indicate the intent to use the bank day at the time the required overtime is requested by the Supervisor.
|
e.
|
If a bank day is accepted, it is considered used and will deduct from the Employee’s total of bank days. (In cases where the bank day is accepted and the employee decides to work the overtime, the bank day is not restored)
|
f.
|
An Employee may use an overtime bank day at the time of their choosing. The Company will consider the number of requests to be excused received and the number of employees needed to meet operational requirements. If more requests to be excused are made than can be accommodated, the least senior employee(s) will be required to work. Those employees required to work will retain the overtime bank day for future use.
|
g.
|
Bank days expire at the termination of the Collective Bargaining Agreement.
|
h.
|
Bank days are non-transferable to other employees
|
i.
|
Transferred employees shall carry accumulated bank day(s) with them.
|
33
|
All hours worked in excess of eight (8) in a work day will be paid at one and one-half (1-1/2) times the regular straight time hourly rate.
|
34
|
When an employee works hours prior to or after their normal shift they will be paid overtime at time and one-half. The exception to this is when an employee requests earlier starting and stopping time and the Management agrees, then the Company is not obligated to pay overtime hours before or after their regularly scheduled shift.
|
35
|
The Management has agreed to pay double time for all overtime hours worked which exceed sixteen (16) hours in any one week with the understanding with the Shop Committee that the Management has a right to replace the employee that is working and has put in sixteen (16) hours overtime. The Management will make the transfers in such cases. The Management will replace the employee with an employee from within the department as follows:
|
36
|
Hours worked on a day observed, as a holiday under this Agreement will be included in such sixteen (16) hours under this paragraph.
|
37
|
All Saturday work shall be paid for at the rate of one and one-half (1-1/2) times the hourly rate including third shift Saturday work which starts at 11:00 p.m. on Friday. All work done on Sunday and legal holidays shall be paid for at the rate of double time except where a regular third shift starts on a Sunday or a holiday and then the regular working hours shall be compensated at the applicable regular rate.
|
38
|
An employee's overtime record shall be credited with overtime when they are asked whether they work or not. If the department works overtime, an absent employee's overtime record shall be charged with any overtime (excluding those employees off work due to a work related injury) for which they would have been eligible had they not been absent, including an employee on vacation or sick leave.
|
39
|
An employee that was on a day-at-a-time vacation, when overtime is scheduled, that is eligible and qualified to work overtime, will be eligible to work the overtime, provided the employee notifies his supervisor of their intent to work such overtime. If such employee replaces another employee, the employee being replaced is not charged for that overtime. An employee's absence on Thursday will not jeopardize that employee's rights to weekend overtime if they return to work on Friday. However, it will be the employee's responsibility to communicate with management no later than the start of the lunch period of their Friday shift to determine if weekend overtime is available.
|
40
|
Where the applicable rate of pay is time and one-half, the employee will be charged with one and one-half hours overtime for each overtime hour.
|
41
|
Where the applicable rate of pay is double time, the employee will be charged with two hours overtime for each overtime hour.
|
42
|
An employee asked to work overtime additional after the deadlines defined in Paragraph 30, where the overtime is in a department or shift other than their own, will not be charged with such overtime refused but will be charged if they work such overtime.
|
43
|
An employee, who is asked to work additional overtime while working a weekend overtime shift, will not be charged for such additional overtime if refused, but will be charged if they work such additional overtime.
|
44
|
Telephone offers of overtime where management reaches the employee are charged whether or not the overtime is worked. Where a message is left with someone other than the employee, and the employee fails to work, the overtime will not be charged. All work, or refusal of work, on a day observed as a holiday under this Agreement is charged.
|
45
|
An employee accepting an overtime assignment on Thursday is then committed to working the overtime on Saturday or Sunday unless a cancellation is made by one hour after the lunch period on Thursday.
|
46
|
No employee will be subject to an unexcused absence being recorded for an overtime assignment missed due to hospitalization of the employee or death or hospitalization of a member of the employee's immediate family.
|
47
|
When an employee is transferred to a different Department, they will get the average overtime for that Department. When they are transferred back to their Home Department, they will receive the overtime average of their Home Department. If overtime is not offered in an employee’s transfer department for which they would be eligible they may request overtime in the home department from which they were transferred if there is an opening for which they are qualified. Such requests must be made by the employee’s lunch period on Thursday.
|
48
|
The supervisor will keep daily records of all overtime worked by the employees. In order that the overtime within the department is distributed as evenly as possible, those with the least amount of overtime shall be asked to work first among those qualified to do the work. It is recognized that an employee may be qualified to do the overtime work without holding the applicable job classification. If an employee is eligible for overtime but declines the hours that are offered, the overtime may be offered to the next qualified employee. The supervisor's copy of the overtime record will be posted at the supervisor's desk and kept as current as possible. The names and work centers, where applicable, of those scheduled for weekend overtime work in the department and shift will be displayed in the department area by the supervisor prior to the overtime work to permit checking by employees so they may determine before the overtime is worked if any errors in selection have been made. This information is to be used by employees to point out any overtime assignment errors to the supervisor before the overtime is worked, wherever possible. When an entire shift in a department is scheduled for weekend work, a notice displayed to that effect need not include names and work centers.
|
49
|
The Company will continue its practice of distributing overtime as equally as possible on the shift in a department.
|
50
|
It is further agreed that the Company will maintain as close a balance of overtime hours among the shifts within a department as production necessities and individual skills allow.
|
51
|
A transferred employee shall have to work five (5) days before they are entitled to overtime. However, they may work if all other people in the Department have been asked.
|
52
|
Probationary employees will not be asked to work until all employees with seniority working in the department and on the shift, including transferred employees, have been asked to work; except that when all employees in the department on all shifts who are qualified for the work involved have been asked to work and more employees are needed, qualified probationary employees may be asked.
|
53
|
All employees on the seniority list shall receive eight (8) hours pay at their regular straight time hourly rate inclusive of shift premiums for the following holidays: New Year's Day, Good Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, day after Thanksgiving Day, December twenty-fourth, Christmas Day and December thirty-first, providing the employee has worked a major part of their last scheduled work day before and the major part of their first scheduled work day after the holiday, providing such days are in the same work week as the
|
54
|
When December twenty-fourth and December thirty-first fall on Saturday or Sunday, the holidays will be observed on the preceding Friday. When any other holiday listed above falls on Saturday, it will be observed on the preceding Friday.
|
55
|
With the approval of the company and the majority consensus of the 3
rd
shift employees, a holiday may be moved for the 3
rd
shift to the following day of the holiday.
|
56
|
Employees who have been laid off work in a reduction of force during the workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.
|
57
|
In the event one of the paid holidays falls during an employee's vacation, they have the option of substituting the day(s) before or the day(s) after their vacation for said holiday(s).
|
58
|
Employees who go on sick leave during the workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.
|
59
|
Employees who go on military leave during the first or second workweek prior to or during the week in which the holiday falls shall receive pay for such holiday.
|
60
|
Any employee called back for work outside their regularly scheduled hours shall receive not less than three (3) hours pay at their applicable rate.
|
61
|
When an employee reports for work and no work is available, they shall be paid up to four (4) hours at their regular straight time rate for the time lost during the first half of their shift unless they were notified twenty(20) minutes in advance of the starting time of their shift not to report for work. However, if stoppage of work is due to fire, lightning, failure of power lines or other causes beyond the Company's control no payment for lost time shall be made.
|
62
|
An employee shall be notified not to report for work by either, the supervisor of their department, the Human Resources Department or other supervisory personnel, provided the employee has furnished the correct phone number to the Company. If the correct phone number is not provided and the employee cannot be contacted, no reporting pay will be paid.
|
63
|
If it has been established that an injury to an employee has arisen out of and in the course of their employment with the Company, and the employee is instructed by the Company to receive outside treatment for the injury during the current shift, they will be paid for time necessary to obtain such treatment. If follow-up outside treatment is required which cannot be scheduled outside the employee's regular working hours, the employee will be paid up to three (3) hours at their regular straight time hourly rate for time lost from their regular working hours for any such follow-up visits.
|
64
|
In the event an employee is instructed by the Company to receive subsequent outside treatment during their regular shift because of their inability to continue work due to the original injury, they will be paid for time necessary to obtain such treatment.
|
65
|
In any case in which an employee believes outside treatment for the injury is necessary during their regular working hours even though the Company has refused to instruct them to receive such outside treatment, the employee may at their option leave work to receive outside treatment. Should it be determined that the treatment was necessary in order for the employee to continue work or if it is determined that they are unable to continue work, the employee will be paid for the time lost from their regular working hours in accordance with Paragraphs 63, 64, and 66.
|
66
|
If the employee loses time and the attending physician determines they are physically unable to work the balance of the shift on which they received outside treatment due to the severity of the injury, they shall be paid for the balance of that regular shift, but not to exceed eight (8) regular hours, upon furnishing proof of the physician's determination. If an employee is injured while working in the plant and such injury arises out of and in the course of their employment, and the injury is of such nature as to prevent the employee's return to work for an initial period of three (3) or more consecutive calendar days excluding Sunday or paid holiday or vacation following the day of injury, then the Company will pay such employee a sum equal to the current sickness and accident daily benefit rate for each of such three (3) days; provided however, that such payment shall not be made if the Workmen's Compensation carrier of the Company is required to pay the employee Workmen's Compensation for the three (3) day period following the day of injury.
|
67
|
Under the following circumstances the Company will pay for up to two and one-half (2-1/2) hours for working time lost by an employee on Monday:
|
68
|
An employee with seniority, who is working at the time, will be granted three (3) regular working days off with pay in the event of a death in the employee's immediate family. Immediate family is defined as the employee's wife, husband, father, mother, son, daughter, step-child (up to and including age 21), brother, sister, father-in-law or mother-in-law. An employee may take the time off with pay later than the day of death or funeral if circumstances warrant and are a direct result of the death. An employee with seniority, who is working at the time, will be granted one (1) regular workday off with pay to attend the funeral of a grandparent or grandchild of the employee.
|
69
|
An employee with seniority shall be excused from work on a work day on which they are called to perform jury service in a court of record, provided they give prior notice to the Company.
|
70
|
An employee with seniority who is excused from work for jury service and who furnishes the Company with a statement from the court with regard to jury pay received and time spent on jury service will be reimbursed by the Company as follows:
|
b.
|
A day of jury duty is defined as any day for which the employee is required to appear regardless of having served, certified by written statement from the court.
|
c.
|
Hourly rate of pay shall be limited to sixty (60) workdays annually commencing with the first day of jury service paid.
|
71
|
It shall be the policy of the Company to recognize seniority. To accomplish this, there shall be one seniority list covering all employees in all production departments. Where two or more employees gain seniority on the same day, their relative seniority shall be determined by last name alphabetical sequence with, for example, an employee whose last name begins with "A" being regarded as senior to one whose last name begins with "B". Last name changes due to marriage, etc., which occur after the day on which employee gains seniority, shall not affect seniority.
|
72
|
In the event that, before June 1, 1988, a person who, as of the effective date of this agreement, is an employee of the Trane Company temporarily assigned to ALBRAZE International (Chart Energy & Chemicals Inc.) the ALBRAZE (Chart E&C) seniority date of said person will be
|
73
|
An employee shall have no seniority rights until the completion of their probationary period. The probationary period shall consist of sixty (60) actual days worked. This calculation does not include overtime outside the normal schedule. The date given the employee for their seniority standing will be the day following the end of their probationary period. For probationary employees working the weekend schedule, each day worked would equal 1.67 days worked toward the probationary period.
|
74
|
An employee shall lose their seniority rights for the following reasons:
|
75
|
When it becomes necessary to reduce the working forces, the last employee on the plant seniority list shall be the first employee laid off, etc., and the last employee laid off shall be the first employee recalled, etc., except as hereinafter provided. Before any layoffs or recalls of any employees occur, a list of employees to be laid off or recalled will be presented to the Shop Committee as to the employees laid off or recalled and the effect on seniority; but this shall not in any way interfere with the right of the Company to reduce its force.
|
76
|
a. Senior employees not affected by the layoff will be allowed to volunteer to replace the most senior people on the layoff list. Employees volunteering for layoff status are required to accept the layoff for two (2) months unless the employees involved are recalled before that time.
|
b.
|
An employee opting for and receiving voluntary status may exercise this option one (1) time per calendar year, unless all employees identified on the list with less seniority have been asked for voluntary layoff, they could be asked again.
|
c.
|
This voluntary layoff procedure will be administered through one (1) list per layoff date. When an employee on a two (2) month voluntary layoff returns to work, the junior employee will be laid off unless another senior employee has signed the list for the specific layoff or until the list is exhausted.
|
d.
|
A new list will be used for each successive layoff date and the procedure stated above will apply. The previous list will be cancelled at this time. Employees not receiving voluntary layoff on previous lists or on voluntary layoff (at the time) will be allowed to sign these new lists to determine the availability and opportunity for voluntary layoff status.
|
e.
|
The Company retains the right to recall those on a voluntary layoff at any time based on production needs or if the skills of the volunteer are required. The Company also retains the right to deny voluntary layoff if the volunteer’s skill is needed at the time of layoff.
|
f.
|
The Company agrees to pay their share of all insurance premiums for any employee on voluntary layoff. Also, the employee agrees to pay their share of all insurance premiums. All other benefit restrictions will apply as for employees on normal layoff. Insurance payments are due the first of the month of applicable coverage.
|
77
|
All welders, electricians, and tool room employees are exempt from the seniority clause as to layoff as long as they are needed on their exempted jobs. It is understood that an exempted employee must have demonstrated the capability to perform the required job. If the Company replaces an employee exempted in one of the above jobs with an older qualified employee, the exempted employee will be laid off.
|
78
|
Deviations from straight plant seniority in addition to those listed above can only be made for justifiable reasons, that is, when an employee's qualifications are essential on available work and no senior employee not subject to layoff has the necessary qualifications. The Company will specify such exemptions to the Shop Committee sufficiently in advance of the layoff giving the specific reasons for such deviations in each case. The Company will endeavor to find alternate qualified employees not subject to layoff for such exempted employees to replace those so exempted. The Company will not be required to make more than two transfers to replace one employee under this paragraph.
|
79
|
The parties may discuss from time to time the problem of deviations from seniority on layoff.
|
80
|
If the Union does not agree with certain exemptions, the Company and the Shop Committee shall make every effort to resolve their differences before resorting to the grievance procedure.
|
81
|
When layoffs, because of lack of work, are in accordance with straight seniority, the employees affected shall be given five (5) working days notice before being laid off for a period of two (2) weeks or more. It is further agreed that in case of material shortages resulting from conditions beyond the Company's control, the five (5) days' notice provision will be waived. Employees exempted from layoff who are to be laid off because they are no longer needed on the work for which they are exempted may be laid off without notice. However, first and second shift exempted employees will work to the end of the shift in which layoff notice is given. Paragraph 61 will apply to third shift exempt employees who are to be laid off without notice.
|
82
|
Layoffs, due to lack of work or material shortages, will be made by seniority in a department, provided such a layoff does not exceed eight (8) hours in any one week. For any layoff in excess of eight (8) hours in any one-week, the procedure set forth in Paragraphs 75-79 will be followed. This paragraph is not intended to be used to establish a regular work week of less than five (5) days for the employees in any department, and shall be applied in such a way that no employee is affected in their department more than six (6) times nor more than three (3) consecutive weeks in a twelve (12) month period. The Shop Committee will be notified in advance of any layoff under this paragraph.
|
83
|
In the event that production is interrupted due to the taking of inventory, the parties will meet to discuss appropriate work assignments.
|
84
|
All requests for permanent transfers by employees may be granted by the mutual consent of the Shop Committee and Management. The selection of employees shall be based upon the Job Selection Guidelines.
|
85
|
When an employee is granted a job or department transfer at their own request they shall have a trial period of up to thirty (30) days. The exception to the foregoing sentence is in cases where an extension of a trial period, due to skills is requested by the Company or the Union, and such extension is agreed to by the Company and the Union. They will receive the rate of the job they are performing while on transfer if they are qualified. If it is decided to make the transfer permanent, the employee will be given a rating for which they are qualified.
|
86
|
Employees will be considered as temporarily transferred until notified of being forced to accept a permanent job or department transfer due to shortage of work, material, manpower, etc. Said employee shall carry their present classification and pay rate for a period not less than six (6) months. Employees will receive the rate of the job they are performing while on transfer if they are qualified and if the rate is higher than their current rate. After six (6) months the employee will be given a rating in the new department for which they are qualified.
|
87
|
If, up to three (3) months from the employee's date of forced transfer a position opens up in their home department, the employee will have the option to return to their home department, if they are qualified for the position.
|
88
|
It shall be the policy of the Company to follow the principle of seniority whenever skill is not a consideration when moving transferred employees out and returning employees to their home department. Employees will be transferred from their home department by inverse seniority regardless of shift assignment provided the remaining employees are qualified to perform the work.
|
89
|
When it is necessary to transfer employees and the position to be transferred to is a job of a higher labor grade than in the department, employees are to be transferred by seniority. Senior employees will be offered said transfer prior to junior employees being forced to transfer, provided the remaining employees are qualified to perform the work. Transferred employees will be returned to their home department on the basis of seniority whenever skill is not a consideration.
|
90
|
a. A department steward or a member of the Shop Committee may be transferred or farmed, by inverse seniority, from their home department, but not subject to being replaced on their shift. This provision shall not be construed to give extra seniority to such representative in the event of a layoff, nor to prevent such Union Representative from exercising their seniority.
|
91
|
When it is established that there is a need for additional personnel for ten (10) working days or more in a Department, with employees out on transfer such employees will be returned to their Home Department to fill the need in accordance with Paragraph 86 unless such need is being met temporarily by an employee with physical limitations who is unable to perform their normal duties. Such needed employees will be returned to their home department as soon as possible but not later than thirty (30) calendar days. Presence of a physically limited employee in a Department will not result in a senior employee on transfer losing their rate or job.
|
92
|
Except where production needs reasonably require otherwise, employees shall not be placed in a department where employees are transferred out prior to returning those on transferred back to their home department by seniority.
|
93
|
It is recognized that in order to use the work force efficiently and keep people working in so far as possible, the company requires flexibility in farming or transferring employees for a period of time, due to the reduction of work in the Home Department, or their specific skill is needed in another department, or because of the production need of another department. The farming of an employee shall be by inverse seniority by shift, and will not exceed thirty (30) working days.
|
94
|
When an employee is transferred into a job classification they previously carried, they shall receive the rate for that job retroactively, after accumulating three (3) full days, provided such a rate is higher than they are carrying. If they continue on the job for a period of six (6) months, their short-term rate shall become their new classification.
|
95
|
The Company will endeavor to give each employee a Notice to Report Form on the day preceding the transfer or shift change by 12:00 P.M. (noon) on the first shift, 9:00 P.M. on the second shift and 4:45 A.M. on the third shift.
|
96
|
The Company and the Union agree that it is to both their mutual benefit and a sound economic and social goal to utilize the most efficient machines, processes, methods and/or materials. In this way, the Company will be able to compete effectively in the market place and, thereby, provide economically secure jobs for its employees.
|
97
|
When the Company changes technology, transfers a product line or a portion thereof from La Crosse, or discontinues the manufacture of a product line or portion thereof at La Crosse, or merges two or more departments and as a result of such action a department is dissolved or a major portion of the regular employees in such department are no longer needed on their jobs,
|
98
|
A new department is created when a new product line is originally manufactured in a separate plant area, and such department is assigned a new department number. When a new department is created, the Company and the Union will agree upon a procedure for the distribution of information regarding the department and the minimum requirements therefore. The selection of the employees will be made in accordance with Paragraphs 84 and 108 and the provisions of Paragraph 85 shall also apply.
|
99
|
The Job Selection Guidelines will be the determining factor when making the selection.
|
100
|
a. The Company will continue to upgrade employees to higher skilled jobs where possible to do so. The fact that an employee is proficient on their current job will not in itself be the cause to prevent their being upgraded to a higher skilled job.
|
101
|
When a senior employee, who is at the time working, requests a transfer to light work, or the Company determines that such an employee can no longer perform their job due to advanced age, physical incapacity or is incapable of performing their regular job, the Company and the Union will discuss the problem with the intent of:
|
102
|
It is understood that the above does not obligate the Company to make-work for an employee or to assign an employee to work which they cannot perform satisfactorily.
|
103
|
Any member of the bargaining unit who has been promoted or transferred or is promoted or transferred to a position outside the bargaining unit described to a position outside the bargaining unit described in Article I shall maintain the amount of seniority they had at the time of such promotion or transfer and will not continue to accumulate seniority within the bargaining unit.
|
104
|
Should such employee request to return to the bargaining unit or should the Company decide to return such employee to the bargaining unit, they will be reinstated with the amount of seniority they maintained at the time of their promotion or transfer. The Company agrees that it will not return employees to the bargaining unit for the purpose of temporarily reducing the staff of non-bargaining unit employees. When such employee returns to the bargaining unit, their job and department assignment will be at the discretion of the Company. The Union will be notified of the job and department assignment five (5) days prior to such assignment wherever possible. However, they will not be placed in a department where their assignment would cause the transfer of a regular department employee then working in the department or where there are employees out of such department on transfer, or where there is not a need for them in the department for at least ten (10) working days. Furthermore, upon return to the bargaining unit, such an employee will be assigned a labor grade no higher than the highest they held in the three-year period just prior to their promotion from the bargaining unit.
|
105
|
Nothing, however, contained in Paragraph 104 shall be construed as limiting the Company's right to discharge any employee promoted or transferred from the bargaining unit for cause.
|
106
|
Should any employee who has been promoted or transferred from the bargaining unit and then returned to the bargaining unit under the above procedures, be subsequently again promoted or transferred from the bargaining unit, they will lose all seniority status in the bargaining unit on the date of such promotion or transfer.
|
107
|
An initial temporary vacation replacement assignment of up to 3 months outside the bargaining unit will not be counted toward the limitations of this paragraph.
|
108
|
All transfers not covered elsewhere in this Agreement shall be discussed with the Shop Committee before such transfers are made.
|
109
|
Voluntary shift exchanges, which are approved by management, will be permitted between two (2) employees in the same department on a temporary basis (up to 1 week) if such exchange conforms to the Walsh-Healey Act and does not cause overtime payments. No changes in night shift premium will be made for either employee involved in temporary shift exchange under this paragraph.
|
110
|
For all voluntary shift exchanges, both employees must report to the department and shift from which they intend to switch for a minimum of one (1) week.
|
111
|
A request for an exchange of shifts - for up to one (1) year by two employees in the same department will be permitted providing:
|
a.
|
The qualifications and experience of both employees are relatively equal.
|
d.
|
With respect to this paragraph, all other provisions of this Agreement shall apply.
|
e.
|
For all voluntary shift exchanges, both employees must report to the department and shift from which they intend to switch for a minimum of one (1) week.
|
113
|
An employee upon attaining seniority may replace a junior employee in the same skill on a different shift in the same department subject to the following:
|
b.
|
The selection day will be the Tuesday before the first Saturday of every month.
|
114
|
When it is necessary to transfer a first shift worker to the second or third shift or a second shift worker to the third shift or the starting of a second or third shift, the youngest employee by seniority in the department capable of doing the work involved shall be so transferred, unless a senior employee has preference to be transferred to the shift involved.
|
115
|
Should a vacancy occur within the Department due to retirement, termination, promotion, etc., the Company will discuss with the Union if said vacancy needs to be filled.
|
116
|
a. Stealing or taking away of any Company property, including
|
d.
|
Those employees who are capable of performing their assigned job efficiently and capably, but who fail to do so, will receive a written warning, a copy of which will be given to the Shop Committee. The employee will be given at least thirty 30) days to show satisfactory improvement. If following receipt of the written warning, the employee fails to show satisfactory improvement; they will, not earlier than thirty (30) days and not later than sixty (60) days following such receipt, be given a one (1) week suspension. Where an employee’s previous service record has been good, the length of suspension may be modified. If the employee receives a second written warning within six (6) months of the beginning of their suspension, they will be given at least thirty (30) additional days to show satisfactory improvement. If, following receipt of the second written warning, the employee fails to show satisfactory improvement, they may, not earlier than thirty (30) days and not later than sixty (60) days following such receipt, be discharged. In all cases under this rule, an employee’s previous Company service record shall be given consideration before the discharge penalty is invoked.
|
e.
|
Insubordination.
|
f.
|
The refusal of any employee to obey the work orders of their immediate supervisor(s) is prohibited.
|
117
|
ANY VIOLATION OF RULES 116e THROUGH 116h SHALL SUBJECT THE EMPLOYEE TO A ONE (1) WEEK SUSPENSION WITHOUT PAY FOR THE FIRST VIOLATION AND DISCHARGE FOR THE SECOND VIOLATION WITHIN A PERIOD OF ONE (1) YEAR FROM THE DATE OF THE FIRST VIOLATION.
|
j.
|
Employees are prohibited from doing other than Company work during working hours or using Company machinery, tools, equipment or materials for personal use.
|
118
|
ANY VIOLATION OF RULES 117i OR 117j SHALL SUBJECT THE EMPLOYEE TO A ONE (1) WEEK SUSPENSION WITHOUT PAY FOR THE FIRST VIOLATION. A SECOND VIOLATION WITHIN THREE (3) MONTHS OF THE DATE OF THE FIRST VIOLATION OR THREE (3) VIOLATIONS WITHIN A YEAR OF THE DATE OF THE FIRST VIOLATION WILL SUBJECT THE EMPLOYEE TO DISMISSAL.
|
k.
|
Employees shall be at their work at the designated starting and stopping times. Washing up
,
except when designated by the supervisor or for safety or hygienic purposes
,
shall be done after the designated stopping times.
|
l.
|
Employees shall observe designated starting and stopping times.
|
119
|
FOR THE FIRST VIOLATION OF THE RULES 118k THOUGH 118m THE EMPLOYEE WILL BE SUBJECT TO A WRITTEN WARNING. FOR A SECOND OFFENSE WITHIN SIX (6) MONTHS FROM THE DATE OF THE FIRST VIOLATION, THE EMPLOYEE WILL BE SUBJECT TO SUSPENSION FOR ONE (1) WEEK. FOR A THIRD OFFENSE WITHIN ONE (1) YEAR FROM THE DATE OF THE FIRST VIOLATION, THE EMPLOYEE WILL BE SUBJECT TO DISCHARGE.
|
120
|
If an employee's attendance record is good, permission to leave for personal reasons will be granted by their supervisor provided the request is made not later than one-half (1/2) hour after the beginning of their work shift.
|
121
|
It is agreed that the intent of this paragraph is to enable an employee with a good attendance record to leave work to attend to pressing matters not readily attended to outside their regular working hours. Any abuse of this intent by an employee will be a violation of Rule 118m.
|
122
|
Permission
to leave the plant shall be granted in cases of extreme emergency (death, serious illness or accident in family, etc.). However, in such emergency cases, the employee shall notify their supervisor or other company representative
before their departure.
|
123
|
All employees must call into the Central Reporting System no later than twenty (20) minutes before the start of the employee’s shift when they are unable to report for work, unless their absence has been approved in advance by their supervisor. An employee who provides Medical Documentation for an Excused Absence with an estimated date of return shall not be required to report daily. It is the employee’s responsibility to provide the documentation prior to the absence. Employees calling into the Central Reporting System must clearly give the reason for their absence and when they expect to return to work.
|
124
|
The following absences will be excused when approved by the Company and will not be subject to the progressive discipline procedure:
|
b.
|
Employees who notify the company in accordance with Paragraph 123 and have accumulated 40 hours or more of absence reporting (excluding Paragraph 120 and 121) in any rolling 6 month period(counting backwards), without proper documentation will be subject to the provisions of Paragraph 126. In the case of illness, and employee without documentation as described in Paragraph 127-131 will be subject to the provisions of Paragraph 126.
|
c.
|
Employee must provide proof acceptable to the Company upon return to work.
|
125
|
Unexcused absence is defined as:
|
b.
|
Absence, which is not excused by the Company even though it is reported on time.
|
c.
|
An employee having an excessive absentee record must furnish proof acceptable to the Company that their absence was the result of sickness or causes beyond their control to be excused for such absence.
|
126
|
Unexcused absences will be subject to the following schedule of discipline:
|
127
|
Employees must obtain medical documentation from the attending physician, when they are requesting an excused absence(s). The documentation must state that it is medically necessary to be off work and must designate the date(s) the employee is requesting to be excused and a return to work date. Medical documentation that simply states that the employee was “seen and treated” will not be accepted.
|
128
|
Medical documentation should not include a diagnosis or details of the employee’s medical condition, unless the medical excuse is for a work related injury or illness. However, it is
|
130
|
Medical excuses will not be accepted that retroactively excuse absences prior to the date the employee received medical care. If an employee cannot see a doctor on the first day due to the illness and they see a doctor on the second day, the previous sick day will be excused if acceptable documentation is provided. In these cases, the doctor must specifically identify that due to medical reasons, the employee was unable to work and missed the first day due to illness. The employee must see the doctor on their own time.
|
131
|
The intent of these guidelines is to insure the information provided the Company for excused time off is specific and necessary and is not intended to diminish an employee’s potential excessive absentee record.
|
132
|
If an employee is tardy, (reports to work within four (4) hours after the employee’s scheduled shift start time) they will be excused provided they have a reason for their tardiness acceptable to the Company and have called the CRS system as soon as possible to notify the Company that they will be tardy. An employee reporting to work after the four (4) hour tardy period will be recorded as absent. In deciding on the acceptability of such reason, the Company will not act in an arbitrary manner.
|
133
|
An employee who has an unexcused tardy two (2) times or more will receive a written warning slip from the Company. Receipt of three (3) warning slips within one (1) year will subject an employee to a three (3) day disciplinary suspension.
|
134
|
Receipt of three (3) warning slips within six (6) months of the date of the three (3) day suspension warning will result in a five (5) day suspension.
|
135
|
Receipt of three (3) warning slips within six (6) months of the five (5) day suspension warning will subject the employee to immediate discharge.
|
136
|
When it is necessary to discipline or discharge an employee for just cause, the Company will issue a written notification to the employee and to the Union within four (4) working days after the Manager of Manufacturing or designated Company representative has knowledge of the improper conduct or performance, unless special investigation is required and the Union is so
|
137
|
If a Union employee is summoned into the office during an investigatory interview to answer a charge of violating the rules and regulations, they shall have Union representation.
|
138
|
It is the conviction of the Parties that prompt and fair handling of complaints of employees and charges of violation and provisions of this Agreement will lead to more efficient operations and more harmonious relations among the employees, the Union and the Company.
|
139
|
No resolution at any Step of the grievance procedure can be inconsistent with the provisions of this agreement. Furthermore, in investigating a grievance and in discussing it with the supervisor, the department Steward or Shop Committee Chairperson will take only such time as is reasonably necessary.
|
140
|
In order to be considered within the grievance procedure a complaint of an employee or a charge of violation of this Agreement must be brought to the attention of the employee’s supervisor within ten (10) calendar days of the event causing the complaint or charge or within ten (10) calendar days after the date on which such event should reasonably have become known.
|
141
|
A complaint by an employee not resolved above shall be discussed in an attempt to resolve it, by the employee and Steward with the Supervisor, within five (5) regular working days following the initial meeting/discussion between the employee and Supervisor.
|
142
|
If the complaint is not presented to the Supervisor within the five (5) regular working day time limit, it shall be considered settled. If the Supervisor does not respond within five (5) regular working days, the complaint shall be considered settled in favor of the Union.
|
143
|
If no resolution is met in Step 1, the Steward will present the matter to the Shop Committee Chairman who will within five (5) regular working days present the written grievance and discuss the matter with the Supervisor and Human Resource Manager.
|
144
|
If the grievance is not presented to the Supervisor or Human Resource Manager within the five (5) regular working day time limit, it shall be considered settled.
|
145
|
The Supervisor or Human Resource Manager will forward their written answer to the Shop Committee within five (5) regular working days after their discussion. If the written answer is
|
146
|
It is understood that no resolution at Step 2 can establish a precedent for future cases.
|
147
|
If no resolution is met in Step 2: the Shop Committee will present the grievance to the Production Leader within five (5) regular working days after receipt of the Supervisor’s or Human Resource Manager’s answer.
|
148
|
If the grievance is not presented to the Production Leader within the five (5) regular working day time limit, it shall be considered settled.
|
149
|
Within ten (10) regular working days, after the grievance is presented to the Production Leader, a meeting will be held between the Production Leader(s), the Human Resource Manager, and the Shop Committee. A representative of the IAMAW may be present and participate in this meeting.
|
150
|
The Production Leader, will forward a written answer on the grievance to the Shop Chairman within five (5) regular working days after the Step 3 meeting. If the written answer is not presented to the Shop Chairman within the five (5) regular working day time limit, the grievance shall be considered settled in favor of the Union.
|
151
|
Any grievance involving disciplinary time off or discharge may be initiated by the Shop Committee directly at Step 3.
|
154
|
If the grievance involves a potentially continuing liability to the Company, a request for arbitration must be made within seven (7) regular working days following receipt by the Union of the Company’s Step 3 answer. The IAMAW representative must make such request in writing to the Human Resource Manager of the Company. If no such request is made within the seven (7) regular working day time limit, the grievance will be considered settled.
|
155
|
If the grievance does not involve a potentially continuing liability to the Company, a request for arbitration must be made within sixty (60) calendar days following receipt, by the Union, of the Production Leader’s Step 3 answer. The IAMAW representative must make such request in writing to the Human Resource Manager of the Company. If no such request is made within the sixty (60) calendar day time limit, the grievance will be considered settled.
|
156
|
If any complaint, grievance, or arbitration decision involves monetary adjustment, such adjustment shall be made effective on the date the complaint was presented to the supervisor at Step 1 or directly initiated at Step 3 and shall not be made retroactive for any period prior to said date.
|
157
|
The time limits set forth in the grievance procedure may be extended by mutual agreement.
|
158
|
Following a request for arbitration, The Company and the Union shall within a twenty (20) calendar days of the request, jointly request the Federal Mediation and Conciliation Service to submit a panel of seven (7) arbitrators. Each party shall have twenty (20) calendar days to accept or reject the first panel submitted. The twenty (20) calendar days may be extended by mutual agreement between the parties. If such panel is rejected, the parties shall immediately request a new panel, which must be used. Upon mutual acceptance of the first panel or receipt of a second panel, as the case may be, the company and the Union shall alternately strike a name from the panel until a single name remains and that person shall be the arbitrator. The Company shall first cross out a name on the first arbitration under this agreement and thereafter on the odd-numbered arbitration’s. The Union shall cross out a name on the second arbitration and thereafter on the even-numbered arbitration’s.
|
159
|
The cost of the panel of arbitrators will be done in the same manner as stated above. The cost for any second panel
request
shall be borne by the party requesting the second panel.
|
160
|
The Company will be responsible for the payment of the first arbitration panel and each odd-numbered panel thereafter and the Union will be responsible for the second arbitration panel and each even-numbered panel thereafter.
|
161
|
The arbitrator chosen shall be notified of their selection by the parties. Expenses and charges by the arbitrator shall be borne equally by the Company and the Union.
|
162
|
A date mutually satisfactory to the parties shall be agreed upon and the dispute or grievance shall be submitted to the arbitrator.
|
163
|
A question raised by either party as to the arbitrability of a grievance shall be subject to arbitration. The function of the arbitrator shall be of judicial nature. The decision of the arbitrator will be final and binding upon the parties, but they shall not have the power to add to, subtract from or modify the terms of this Agreement and shall decide only the issues properly before him. An arbitrable grievance must involve a question of interpretation or application of the terms of this agreement. The decision of the arbitrator will be complied with as soon as possible.
|
164
|
The resolution of a grievance shall be recorded and signed by the parties.
|
165
|
The Union will inform the Company of the names of all Union officials including stewards. The number of Union stewards may be adjusted by mutual agreement of the Company and Union. It is agreed that no employee will be discriminated against because of elected status in the Union.
|
166
|
The Company will agree to such arrangements as may be necessary for the Shop Chairman and/or Union stewards to carry on their Union duties. Such arrangements shall include permission for the Union representatives to leave their department and go to any other department within the bargaining unit to investigate and/or bring about a proper and expeditious disposition of a grievance or complaint.
|
167
|
The Company will pay the Shop Chairman and/or Union stewards for working time lost in processing grievances, and joint Union-Company conferences.
|
168
|
The view of the Company's agreement above to compensate Union representatives for working time lost, the Union agrees that such time will be limited to that which is reasonably necessary to accomplish the Union duties described above.
|
169
|
Regular members of the Shop Committee who are to be absent on legitimate business of the Union will be excused for such absence, provided at least one (1)work day notice is given to their supervisor. Also, upon at least one (1) work day notice from a designated officer of the Union to the Production Leader or their designated representatives, employees other than Union representatives will be excused from work to perform legitimate Union business provided the number requested does not interfere with production requirements.
|
170
|
Any time spent on Union business in accordance with this paragraph is considered as time worked in qualifying for vacations, pension, profit sharing and holidays. It is understood that the Union will not abuse this privilege.
|
171
|
None of the department stewards nor representatives of the Union shall leave their department, except on Company business until they have notified their supervisor.
|
172
|
An employee must receive permission through their supervisor for time off up to one week. Any time off in excess of one week must be supported by a leave of absence. It is understood that an employee shall not deliberately falsify reasons for requesting a leave.
|
173
|
A leave of absence not to exceed (60) days in a year may be granted to any employee if the application for such leave of absence is approved by the Company prior to the time off requested. The Union will be notified of leaves approved by the Company. In case of sick leaves and emergencies, prior approval is not necessary.
|
174
|
Extension of a leave of absence may be granted by the Company for good cause shown.
|
175
|
Leave of absence not to exceed sixty (60) days in a year will be allowed for up to two (2) employees total at any one time for personal reasons providing such leaves of absence are approved in advance of the requested time off by the Company.
|
176
|
No employee will receive leave of absence for the purpose of trying another job.
|
177
|
Leave of absence will be granted to an employee elected or appointed to Public Office or elected or appointed to a Union position with the Local Lodge, the IAMAW, or such other labor organization as the parties may mutually agree, upon proper application of the Company. Such leave shall be granted for a period of one year, and will be extended from year to year, but only for the same purpose for which the leave was granted.
|
178
|
Notwithstanding the provisions of Paragraph 74, an employee elected or appointed to Public Office may renew their leave from year to year for a period equal to their total seniority with the Company, except that they will not accrue seniority or service beyond a period equal to one-half their total seniority when they went on leave.
|
179
|
Leave of absence up to eighteen (18) cumulative months of such leave will be granted upon request to a military service veteran for the purpose of furthering their education providing they are eligible for such educational benefits under applicable law and has submitted proof of enrollment in an institution authorized to conduct such training.
|
180
|
Such leave of absence may be extended at the discretion of the Company for a period of up to an additional eighteen (18) cumulative months of such leave subject to the above conditions.
|
181
|
An employee who returns to work within the leave of absence shall be reinstated according to their position on the seniority list at their former rate of pay plus increases or minus decreases that may have become effective during their absence, provided they give at least three (3) days notice of their intention to return.
|
182
|
An employee must present to the Human Resource Department, documentation acceptable to the Company for return from Sick Leave to full-time work at full capacity or part-time work at limited capacity as denoted, if warranted by the employee's seniority standing and qualifications, will be offered an assignment to return effective no later than the second regular working day following the date of such presentation of medical approval. Failure to meet such offer deadline will require the Company to pay the employee a sum equal to the current sickness and accident daily benefit rate for each regular working day following the date of presentation of such medical evidence and continuing until the date such offer of work is made available to the employee.
|
183
|
When an employee who is on a leave of absence for medical reasons (non-industrial) desire to return to work, they may be required to take and pass a physical examination to prove that they are capable of performing their regular work or the equivalent thereof.
|
184
|
The Job Rating Committee shall consist of two (2) members of the Union, and at least two (2) members of the Company. Continuity of experience in job rating is intended so that proper administration of the plan will result. When a new job develops, or the requirements of an old job change the job content, the job shall first be standardized as to methods of production, tooling and equipment etc. Within thirty (30) calendar days after the job is standardized and is functioning satisfactorily as to quality and quantity, the Job Rating Committee will rate out the job. The Job Rating Committee will schedule its regular meeting dates in advance on a monthly frequency. Based on the number and the urgency of pending ratings, the parties may schedule an interim meeting by mutual agreement.
|
185
|
In the event of a disagreement between the Company and Union members of the Job Rating Committee on the job content of a new job or the job content change of an existing job they will conduct a floor review within thirty (30) calendar days. If, after the floor review is completed, a disagreement still exists a grievance will be filed. Any grievance over a job rating to be considered timely must be filed in Step 2 of the grievance procedure within thirty (30) calendar days following the floor review. Any settlement of such a grievance will be effective on the date of the floor review.
|
186
|
On a newly-created job, no permanent assignment will be made until thirty (30) days after the date of the Committee's rating or the date the Company-determined rate is put into effect, whichever is the earlier. If the employee performing the job has a higher rate than that put into effect, they may accept the lower rate for the job or, within the thirty (30) days, decide to return to their previous job. However, the Company may retain them on the new job at their current rate for a period of time adequate for training a replacement.
|
187
|
Where a job is re-rated and the labor grade is increased, an employee performing the job will receive the higher rate effective on the date of the floor review, provided a timely grievance concerning the rating of the job was presented to the Company and provided they have completed the job progression.
|
188
|
In the event that the labor grade of a job is to be decreased, the parties will meet to determine the appropriate means of handling the situation.
|
189
|
The vacation period will run from January 1 through December 31 of each year during the term of this Agreement. One week of vacation entitlement may be carried over from one year to the next; however, each year's vacation may not exceed the annual entitlement plus 1 week carryover and then only if the employee qualifying for and requesting such consideration meets the scheduling requirements of Paragraph 196. Accident and Sickness weekly benefits will not be paid for the same period as vacation except with advance Company approval.
|
190
|
Years of Service
|
191
|
In the calendar year during which an employee reaches their 4
th,
8
th
, 12
th
and 16
th
anniversary date they shall be entitled to an additional 1/2 week of vacation. With Company approval, said week may be taken up to one month prior to the employee's anniversary date.
|
192
|
In order for an employee to qualify for a vacation in any vacation period they must have worked at least six (6) months during the previous vacation period. For the purpose only of calculating such work requirements, time lost from work due to a compensable work-related injury during the vacation period in which the injury occurs, will be considered as time worked.
|
193
|
An employee who has worked for the Company less than one year prior to January 1 of a given year shall, upon reaching their first anniversary date, become entitled to a two (2) week vacation during such year provided they have worked at least six (6) of the twelve (12) months preceding their first anniversary date. In the event that such employee's anniversary date falls between December 15 and December 31 their vacation may, with Company approval, be scheduled to commence up to one month prior to their first anniversary date.
|
194
|
An employee who, as of the beginning of a vacation period has one (1) or more years' service and has worked during the preceding year but does not meet the six (6) months' work requirement set forth in marginal Paragraph 193 above shall not be entitled to a vacation during said vacation period, they shall, instead, receive an in-lieu-of vacation payment based upon the following formula:
|
195
|
An employee will be paid prior to their vacation of one week or more for the appropriate number of hours to be taken at this regular rate subject to the above requirements and appropriate advance scheduling. In order to receive vacation pay in advance of their vacation, notification must be received by the Company before 9:00 a.m. of the second Thursday, which precedes the week in which their vacation is to be taken.
|
196
|
The procedure to be followed in scheduling vacations shall include the following:
|
197
|
An employee who is quitting or retiring will be entitled to pro-rate vacation pay based on the appropriate percentage for their length of service for all regular straight time earnings from the beginning of the vacation period until their termination if they satisfy the work requirements listed in Paragraph 192 and if they gives the Company at least five (5) working days notice of their intention to quit or retire.
|
198
|
Payment in lieu of vacation may be made to any employee for a vacation not taken by the individual, if they are eligible for a vacation in accordance with the above paragraphs, but has not actually worked ten (10) months during the qualifying period. Upon an employee's death, their beneficiary, as shown in the Group Life Insurance Record, will be entitled to pro-rate vacation pay based on the appropriate percentage for the employee's length of service for all regular straight-time earnings from the beginning of the vacation period until their death.
|
199
|
When an employee returns to work from a duly authorized leave of absence to the armed services, their vacation rights will be determined as follows:
|
200
|
The new hire rate shall be in accordance with the Wage Rate Schedule below; but, after consultation with the Shop Committee, the Company may employ applicants with significant experience at a higher rate than the new hire rate. Upon attaining seniority, an employee shall receive a seniority rate in accordance with the annual rate schedules following this paragraph, (unless they were employed at a higher rate) and be assigned a home department. The rate increases for twelve (12) months, twenty-four (24) months, etc., shown on the rate schedules below shall become effective once the employee in question has actually worked fifty-two (52) calendar weeks, one hundred and four (104) calendar weeks, etc. on the job in question. Layoffs of three (3) months or less will be considered as time worked in the above stated time frames. (The above applies to progression rates only).
|
201
|
Sickness and Accident (S&A)
|
202
|
Benefits to be paid at 50% of the weekly rate with a minimum benefit rate of $350.00 and a maximum benefit rate of $400.00. Benefits are payable for up to twenty-six (26) weeks.
|
204
|
Long-term Disability benefits will continue until the earlier of the following dates: date the employee ceases to be disabled; or the date of the employee's normal retirement to receive full Social Security Benefits as stated by the Social Security Administration.
|
205
|
Effective February 4, 2013, the Company will increase all levels of the progression rates for each job as follows:
|
207
|
The 401K match will be made on the employee’s annual base wage except for exclusions noted in subparagraph h of paragraph 210 – Compensation Excluded for Profit Sharing and 401K match.
|
208
|
The Company agrees to discuss all 401K-plan amendments or plan terminations with the Union prior to the implementation of such plan amendments or termination of plan benefits.
|
209
|
Profit sharing for the Chart personnel shall be on the following basis, for 2013 – 2018.
|
211
|
All other compensation is included in the wage base for determination of profit sharing AND 401k Match.
|
212
|
The second shift shall receive thirty-five ($.35) cents per hour over the day shift, the third shift shall receive forty ($.40) cents per hour over the day shift. The 4
th
shift, weekend shift employees will receive eighty cents ($.80) per hour over the day shift. The 5
th
shift, weekend shift employees will receive sixty ($.60) per hour over the day shift.
|
213
|
The Apprenticeship Committee shall consist of two from the Company and two from the Union.
|
214
|
One representative of the Union will be from the Apprenticeship category required; the second representative shall be the Local Lodge President or a designated appointee.
|
215
|
Before any changes are implemented in the Apprenticeship Program, the Company and the Union Shop Committee will discuss such change.
|
216
|
Upon receipt of a signed authorization of the employee involved, the Company shall deduct from the employee's pay the initiation fee and regular monthly dues payable by them to the Union during the period provided for in said authorization. The amount will be certified by the Financial Secretary of the Local Lodge.
|
217
|
Deductions shall be made on account of the initiation fee and regular monthly dues payable from the first paycheck of the employee after receipt of the authorization and monthly thereafter from the second paycheck of the employee in each month.
|
218
|
Deductions provided in Paragraphs 216 and 217 shall be remitted to the Financial Secretary of the Union no later than the fifth (5th) day following the deduction and shall include all amounts due and those dues not deducted in the previous month. The Company shall furnish the Financial Secretary of the Union, monthly, with an alphabetical record of those for whom deductions have been made and the amounts of the deduction.
|
219
|
The parties agree that check-off authorizations shall be in the following form:
|
220
|
Name of Employee _________________________________________
|
221
|
I hereby authorize and direct the Company to deduct from my pay beginning with the current month, the initiation fee and regular monthly membership dues in the IAMAW.
|
222
|
I submit this authorization with the understanding that it will be effective and irrevocable for a period of one (1) year from this date, or up to the termination date of the current collective bargaining agreement between the Company and the IAMAW, whichever occurs sooner.
|
223
|
This authorization shall continue in full force and effect for yearly periods beyond the irrevocable period set forth above unless revoked by me within fifteen (15) days prior to the end of any such period. I shall also have the right to revoke this authorization at any time within a period of fifteen (15) days prior to the termination date of any collective bargaining agreement between the Company and the Union if such termination shall occur within one of the aforenoted yearly periods. Such revocation shall be effected by written notice, sent by Registered Mail, Return Receipt Requested, to the Company and the Union within such fifteen (15) day period.
|
224
|
The Union agrees to indemnify and save the Company harmless against any and all claims, demands, suits or other forms of liability that may arise out of, or by reason of, action taken or
|
225
|
Subject to the provisions of Section 4 of this Article, and unless the parties otherwise agree, the Pension Plan for Hourly Rated Employees of Chart Heat Exchangers (hereinafter referred to as the "Pension Plan") which was effective January 4, 1986, will continue to be maintained pursuant to the terms of the Pension Plan, except that the Pension Plan will be frozen and no further contributions shall be made to the Pension Plan after March 31, 1998. The Company may continue to make such changes in the Pension Plan as, in the opinion of the Company, are required for compliance with the Employer Retirement Income Security Act of 1974, as amended, and any rules and regulations promulgated thereunder (hereinafter collectively referred to as the "Act"), provided that if any such changes diminish benefits under the Pension Plan, the Company shall attempt to minimize such effect.
|
226
|
To be effective, written notice of proposed change(s) must be served by one party upon the other no less than sixty (60) days prior to any modification or change in the Pension Plan, except such as may be required to conform with the Act or Section 401(a) of the Internal Revenue Code of 1954, shall be prospective in its application and shall be made effective as of the date on which agreement with respect to such modification or change is reached by the Company and the Union.
|
227
|
The Company will continue to make contributions to the Chart Pension Plan to fund obligations for past service credit.
|
228
|
Neither the Company nor the Union, except under the conditions specified in Paragraph 225 of this section, shall demand any change in the Pension Plan nor shall either be requested to bargain with respect to any change in the Pension Plan, nor during the term of the Pension Plan, nor shall any modification, alteration, or amendment of said Pension Plan, be an objective of, or reason for, any strike or lockout or other exercise of economic force or threat by either the Union or the Company.
|
229
|
The normal retirement date of each employee will be the first day of the month following the month in which the employee's 65th birthday occurs. An employee who retires after their normal retirement date shall receive a retirement pension, payable commencing at their actual retirement date, consisting of the following:
|
230
|
Retirement Death Benefit
|
232
|
a. The Employer shall contribute to the I.A.M. National Pension Fund, National Pension Plan as shown below for each hour or portion thereof for which employees in all job classifications covered by this Agreement are entitled to receive pay under this Agreement. If the employee is paid for a portion of an hour, contributions will be made by the employer for the full hour. The rate will be paid as follows:
|
e.
|
The parties acknowledge that the Trustees of the I.A.M. National Pension Fund may terminate the participation of the employees and the Employer in the Plan if the successor collective bargaining agreement fails to renew the provisions of this pension Article or reduces the Contribution Rate. The parties may increase the Contribution Rate and/or add job classifications or categories of hours for which contributions are payable.
|
f.
|
This Article contains the entire agreement between the parties regarding pensions and retirement under this Plan and any contrary provision in this Agreement shall be void. No oral or written modification of this Agreement shall be binding upon the Trustees of the I.A.M. National Pension Fund. No grievance procedure, settlement or arbitration decision with respect to the obligation to contribute shall be binding upon the Trustees of the said Pension Fund.
|
233
|
The Company will offer individuals retiring after December 21, 1990, the opportunity to participate in the company Health Care Plan for an additional 18 months beyond the 18 month period allowed by COBRA (Consolidated Omnibus Budget Reconciliation Act), by paying 100% of the premium cost for coverage of similarly situated individuals. This applies to individuals retiring at age 62 or later. This offer is effective from December 21, 1990 through February 3, 2018 on a non-precedent setting basis. Actual cost of this plan may change on a year-to-year basis as determined by the health care provider. This provision is no longer applicable when an individual reaches age 65 or is eligible for Medicare.
|
234
|
Cost experience and impact of this group on Health Insurance costs is to be followed.
|
235
|
The new Health Insurance Booklet will be distributed to the membership within one (1) month from the date of receipt by the Company.
|
236
|
The Company will maintain an employee assistance program, which is mutually acceptable to the Company and the Union.
|
237
|
The insurance committee shall consist of two (2) representatives of the Company and two (2) representatives of the Union. The Union President or IAMAW representative or their representative may attend meetings at any time.
|
239
|
a. The insurance committee shall meet every three (3) months and the agenda shall be established prior to the date of the meeting. A representative of the insurance carrier shall be asked to attend the meetings.
|
d.
|
In the event the insurance carrier does not pay full benefit as prescribed in the master policy without justifiable reasons, the company shall further process the claim on behalf of the employee with the insurance carrier.
|
241
|
Effective 2013 Open Enrollment Completion date through February 3, 2018.
|
•
|
Basic 2 Tier (Single/Family) Plan
- The Current Chart Hourly Healthcare plan with
NO PLAN DESIGN CHANGES
at a 20% Employee cost share.
|
•
|
Plus 2 Tier (Single/Family) Plan
- The Current Chart Hourly Healthcare plan with
NO PLAN DESIGN CHANGES
at a 20% Employee cost share plus 100% of the premium difference between the Chart Hourly Basic Health Care Plan and the Chart Hourly Plus Health Care Plan during this period.
|
•
|
Chart Corporate Group Health Plan
– Employees will be offered and may enroll in the Chart Corporate Group Health Plan with the terms of the plan active at the time of open enrollment. The Company shall have complete and sole discretion to implement, modify, amend, design or revise all terms and conditions including premium co-pays of the Chart Corporate Group Health Insurance plan(s). Any revisions(s) by the Company specific to the Chart Corporate Group Health Plan(s) are management rights.
|
242
|
Employees who can provide proof of other medical plan coverage may opt out of Chart plans or HMO and receive a payment during the course of the plan year. The payment may be taken as either cash, which is taxable, or placed on a pre-tax basis in a flexible spending account in the employee's name. The payment for each year is as follows:
|
245
|
In an effort to provide safer and more effective production equipment, the Company and the Union, do hereby agree to the following:
|
246
|
The Company shall loan to each employee, at no cost to him, a set of tools and tool container with lock (where needed) adequate for the proper and efficient performance of their duties subject to the following conditions:
|
247
|
Any employee leaving the employment of the Company shall satisfy their tool account before receiving their final pay.
|
248
|
"One must not believe that
SAFETY
begins with your fellow employees, it begins with
YOU
! The Safety Program can do everything possible to protect you and your fellow employees, but if
|
249
|
The Safety Committee shall consist of the Shop Chairman, Health and Safety Coordinator, Safety Technician, Safety Steward, and other designated hourly and salaried representatives.
|
250
|
The function of the Safety Committee shall be to cooperate in reducing accidents by:
|
251
|
If a safety problem arises in the department, the steward will call it to the attention of the Supervisor. Should the safety problem still not be solved within a reasonable period of time, the steward may call the Shop Chairman to investigate the problem. The Shop Chairman may discuss the problem with the Health and Safety Coordinator. If the problem still exists, it shall be placed on the agenda of the next regular Safety Committee meeting. If the problem exists following consideration by the Safety Committee, the Union may call in an outside expert to review the problem and discuss it with the Shop committee and the Company with the objective of obtaining a mutually satisfactory solution.
|
252
|
The duties of the Safety Committee shall be:
|
253
|
The Safety Committee realizes that a safe plant is an efficient one and will devote its energies to this accomplishment. In order to carry out this program, the Safety Committee will need 100% cooperation of all employees of the company. The committee encourages the making of suggestions.
|
254
|
The Union and employees agree that they will cooperate in promoting safety and health programs and will comply with all safety rules and regulations and to use safety equipment as required by OSHA and the Company.
|
255
|
The general rules of safety must be observed. Failure to do so will incur the penalties as set forth in the Safety Code. The Company and employees will cooperate to see that these rules of safety are observed by all employees.
|
256
|
The Company and Union Safety Committee representatives will be chosen by the Health and Safety Coordinator and Shop Chairman respectively, and will serve for a period of one year. Stewards selected will serve the full period whether or not they continue as stewards for the full term. A replacement who fills a vacancy shall serve out the balance of the term of their predecessor and may serve the next full term, if selected.
|
257
|
The purpose of these safety rules is to protect the employees as they work and ensure that they work safely. By following these rules, they should avoid injury to themselves or fellow employees. Strict enforcement of these safety rules will materially reduce the possibility that someone else will commit an unsafe act which could endanger them.
|
258
|
The reporting of violations will be conducted in the following manner: the supervisor will make out violation forms in quadruplicate; the supervisor will retain one (1) copy and send three (3) copies to the Health and Safety Coordinator. One completed copy will be sent to the Union.
|
259
|
Penalties for the above violations will be as follows:
|
260
|
1ST VIOLATION: Violator will be presented with a violation slip, and instructed in accident prevention and warned against future violations.
|
261
|
2ND VIOLATION: Violator will be presented with a violation slip and be suspended for a period of five (5) hours.
|
262
|
3RD VIOLATION: Violator will be presented with a violation slip and be suspended for a period of two (2) days.
|
263
|
4TH VIOLATION: Violator will be presented with a violation slip and will be suspended for a period of one (1) week.
|
264
|
SUBSEQUENT VIOLATIONS: Violators shall be subject to further disciplinary action including discharge.
|
265
|
The above penalties are based on cumulative violations within any one-year period.
|
266
|
Employees are not required or expected to take any risks from which they cannot protect themselves by care and judgment.
|
268
|
In view of the possible effect on safety, no employee shall change any customary safety method or work without first consulting the supervisor.
|
269
|
Learn the location of fire extinguishers in the work area and be familiar with their use and purpose.
|
270
|
Trained first aid attendants will be provided at the facility. A list of authorized first aid attendants will be posted in a prominent place near each first aid office and will be revised as necessary, with a copy to the Union. First Aid Attendants will receive fifteen (.15) cents per hour for these duties.
|
271
|
An employee shall not fail to report an injury immediately to their supervisor no matter how small it may seem. In case the supervisor is out of their department, the injured employee shall report the injury to the department steward or designated employee.
|
272
|
If it is necessary for an employee to go to the First Aid Room, they will notify their supervisor. In case of an injury requiring emergency attention, the employee should go to the First Aid Room immediately.
|
273
|
Medical attention for industrial injuries must be authorized by the Company prior to receiving attention, except in cases of emergency.
|
274
|
In line with the Company's policy of providing the employee with a safe place in which to work, the Company will maintain a 100% comprehensive eye protection program.
|
275
|
The type of eye protection, required to be worn by employees, must meet ANSI standards. The Company will provide such eye protection to all employees. In addition, the Company will provide equipment for protecting the eyes from damage due to grinding, burnishing, arc welding, etc.
|
276
|
In the event it is determined that an employee with seniority needs corrective lenses in their safety glasses due to near-far vision problems, the employee will furnish a copy of the prescription and the Company will pay the cost of the glasses as follows:
|
•
|
100% of the cost of basic single vision, bifocal, and trifocal lenses
|
•
|
100% of the cost of Basic or Group 1 frames
|
•
|
100% of the dispensing fee
|
•
|
100% of the cost of progressive lenses for all employees
|
•
|
100% of the cost of miscellaneous lens options (transition, tints, coatings, etc.)
|
•
|
100% of charges for frame upgrades (frames other than Basic or Group 1)
|
•
|
100% of the eye exam charge (may be submitted to health insurance)
|
277
|
When it becomes necessary to replace prescription lenses after the first pair, because of a change in prescription needs, the employee will furnish a copy of the prescription and the Company will pay the cost of the lenses, according to Paragraph 276.
|
278
|
When it is necessary to replace an employee's prescription safety glasses because they are pitted to such an extent that they are no longer serviceable, the Company will pay for the cost of the new lenses (according to paragraph 276) if the employee has had the glasses for a period of more than two (2) years. If the employee has had the glasses for less than two (2) years, the Company will pay the cost of the new lenses unless there has been negligence on the part of the employee.
|
279
|
Safety glasses damaged without the fault of the employee will be repaired or replaced at no cost to the employee; however, it will be the employee's responsibility to maintain the glasses in acceptable condition and to replace them if they are lost, or if they are damaged through misuse or improper care.
|
280
|
The Company will maintain adequate facilities for necessary minor repair of safety glasses. First aid attendants will perform these functions.
|
281
|
All prescription safety glasses will be purchased through the Company. (Any exceptions must be approved by the Health and Safety Coordinator.)
|
282
|
The policy of the Company is to have supervisors perform supervisory work. Supervisors and other non-bargaining unit employees of the Company shall not perform the work of employees in the bargaining unit other than for instructive purposes, or in case of emergencies, and when attempting to eliminate trouble on a job when employees who can eliminate the trouble or handle
|
283
|
All employees will be sent a notice to their address as it appears on the Company records. If it is necessary to contact an employee by telephone, the message will be given to the person answering the telephone. It is the employee’s responsibility to inform the Human Resources department of their current phone number and address.
|
284
|
An employee will take a physical examination at Company expense upon the request of the Company. Before an employee is sent for such physical examination, the Company will inform the Union and discuss the reasons for the physical examination. The time spent for such an examination will be paid at the rate of straight time.
|
285
|
A three (3) minute wash up period before the stopping signal will be granted for fin press operators and also vacuum furnace operators to the extent that they have been working with graphite.
|
286
|
The Shop Committee will submit to the Company all proposed notices prior to the posting on Company premises.
|
287
|
An educational aid program will be made available to members of the bargaining unit.
|
288
|
It is agreed between the Company and the Union that the parties will work together on the implementation of cellular manufacturing and quality improvement, and will meet whenever necessary to discuss issues relating to cellular manufacturing and quality improvement.
|
289
|
In cases where competition, schedule or workload require the transfer of work to outside vendors, the Company will advise the Union of such need and the reasons for doing such prior to the sub-contracting.
|
290
|
The Company will inform the Shop Chairman when members of the bargaining unit have been sent on repair assignments outside La Crosse. Compensation while on such assignments will be based on the applicable provisions of the Fair Labor Standard Act and the company travel policy.
|
291
|
The Company policy presently provides that an employee traveling on Company business outside la Crosse will receive an additional 20% (or more for certain international trips) added to their earnings applicable to paid travel time and work performed on the trip with the exception of authorized time off before and/or after a trip, travel for purposes of the employee's own training, and any trip completed within one day.
|
292
|
Employees are considered first shift employees for purposes of determining normal working and sleeping hours while traveling.
|
293
|
Travel, including time outside normal working hours, will be compensated according to the Company travel policy.
|
294
|
The Company and Union will discuss the following items should future conditions warrant:
|
295
|
Since the procedures set forth in this Agreement provide the means for peaceable settlement of all differences, disputes, complaints, and grievances that may arise between the Company and the Union, it is agreed that, during the term of this Agreement, neither the Union nor any of its members shall authorize, encourage, or participate in any strike or slowdown, and that there shall be no lockouts by the Company.
|
296
|
In the event of an illegal, unauthorized or uncondoned strike, sit down, slowdown or interference with the operation by an employee or employees in violation of this Agreement, the Union will undertake all reasonable means at its disposal to terminate such action. Employees who participate in or are responsible for such violation may be discipline or discharged, and such discipline or discharge shall be subject to the grievance procedure except as to employees who do not terminate the violation promptly. The question of whether an employee participated in or had
|
297
|
In the case of the Plant Closing, the employees affected at the Chart Energy & Chemicals Inc., Division in La Crosse, WI, will fall under the following guidelines:
|
298
|
Monetary Compensation as follows:
|
299
|
Checks are to start one (1) week after said closing and will be paid on a weekly basis until pay entitlement is exhausted.
|
300
|
Insurance:
|
301
|
This Agreement shall remain in full force and effect until 11:59 p.m. on February 3, 2018 and on a year to year basis thereafter unless on or before December 2, 2017(or in the event of a year to year extension, at least sixty (60) days prior to the Agreement expiration date), either the Company or the Union serves upon the other party a written notice of its desire to terminate this Agreement and negotiate a succeeding Agreement.
|
302
|
No other agreement can modify the terms of this Agreement unless entered into as a written amendment or supplement hereto.
|
303
|
It is understood that if any of the above articles or article or parts thereof, are in conflict with federal or state rulings, laws, or executive orders, such federal or state rulings, laws or executive orders shall apply.
|
1.
|
You must successfully complete the rehabilitation program, including any recommended follow-up and provide the Company with reports with regard to your attendance and your completion of such programs. A plan of action must be agreed upon before hand.
|
2.
|
You agree, by your signature below, that your representatives of the Employees Assistance Program and rehabilitation program are authorized to release to Chart Energy & Chemicals Inc. information related to your attendance and progress in an approved treatment and rehabilitation program.
|
3.
|
You will not possess, use, sell, or be under the influence of drugs and/ or alcohol on company premises or during work hours at any time in the future.
|
4.
|
You agree that the Company may require you to be tested for the presence of alcohol and/ or drugs in your system at any time for any reason or for no reason at all in the next six (6) months. Such tests will be conducted by a medical testing facility using any appropriate testing procedure. If you are requested to take such an examination and refuse to take the examination or test positive, you agree that you will be immediately terminated.
|
a.
|
Service-Based
. Subject to the Participant’s continued Employment as of such dates (except as otherwise provided herein with respect to death, Disability, Retirement or Change in Control), the Option shall vest and become exercisable with respect to twenty-five percent (25%) of the Shares initially covered by the Option on each of the first, second, third and fourth anniversaries of the Grant Date.
|
b.
|
Change in Control
. In the event of a Change in Control, subject to the Participant’s continuous Employment from the Grant Date through the date of the Change in Control, the Option shall, to the extent not then vested and not previously forfeited or canceled, immediately become fully vested and exercisable.
|
c.
|
Termination of Employment
|
i.
|
General Rule
. If the Participant’s Employment is terminated for any reason other than those reasons specifically addressed in Section 4(c), and except as otherwise provided in Section 4(b), the Unvested Portion of the Option shall be canceled and the Participant shall have no further rights with respect thereto and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 5(a) of this Agreement.
|
ii.
|
Death or Disability
. If the Participant’s Employment terminates as a result of death or Disability, the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable.
|
iii.
|
Retirement
. If the Participant’s Employment terminates as a result of Retirement, the vesting provisions of this Agreement shall continue to apply, but without giving effect to any requirement of continuous Employment.
|
d.
|
Special Terms
.
|
i.
|
At any time, the portion of the Option which has become vested and exercisable as described above is referred to as the “
Vested Portion
,” and the portion of the Option which is then unvested is referred to as the “
Unvested Portion
.”
|
ii.
|
The term “Retirement” or variations thereof means a voluntary termination of Employment with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities.
|
iii.
|
“Cause” shall mean (i) the Participant’s willful failure to perform duties which, if curable, is not cured promptly, or in any event within ten (10) days, following the first written notice of such failure from the Company, (ii) the Participant’s commission of, or plea of guilty or no contest to a (x) felony or (y) crime involving moral turpitude, (iii) willful malfeasance or misconduct by the Participant which is demonstrably injurious to the Company or its Subsidiaries or Affiliates, (iv) material breach by the Participant of any non-competition, non-solicitation or confidentiality covenants, (v) commission by the Participant of any act of gross negligence, corporate waste, disloyalty or unfaithfulness to the Company which adversely affects the business of the Company or its Subsidiaries or
|
iv.
|
“Good Reason” shall mean, without the Participant’s consent, (i) a substantial diminution in the Participant’s position or duties, material adverse change in reporting lines, or assignment of duties materially inconsistent with his position or (ii) any reduction in the Participant’s base salary and/or material reduction in employee benefits in the aggregate provided to the Participant (excluding any general salary reduction or reduction in employee benefits similarly affecting substantially all other senior executives of the Company as a result of a material adverse change in the Company’s prospects or business), in each case which is not cured within thirty (30) days following the Company’s receipt of written notice from the Participant describing the event constituting Good Reason.
|
v.
|
“Disability” shall mean, with respect to the Participant, a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which: (i) renders the Participant unable to engage in substantial gainful activity or (ii) results in the Participant receiving income replacement benefits for at least three months under an accident and health plan sponsored by the Participant’s employer.
|
a.
|
Period of Exercise
. Subject to the provisions of the Plan and this Agreement, the Participant (or his or her successor, as appropriate) may exercise all or any part of the Vested Portion of the Option at any time prior to the
earliest
to occur of:
|
i.
|
the tenth anniversary of the Grant Date;
|
ii.
|
the first anniversary of the Participant’s termination of Employment due to death or Disability;
|
iii.
|
thirty (30) days following the date of the Participant’s termination of Employment by the Participant without Good Reason (other than Retirement) or by the Company or its Affiliates for Cause; and
|
iv.
|
ninety (90) days following the date of the Participant’s termination of Employment for reasons other than Retirement or the reasons described in Section 5(a)(ii) and 5(a)(iii) above.
|
i.
|
Subject to Section 5(a), the Vested Portion of the Option may be exercised by delivering written notice of intent to so exercise to the
|
ii.
|
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee determines, in its sole discretion, to be necessary or advisable.
|
iii.
|
Upon the Committee’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to any person or entity for damages relating to any delays in issuing the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
|
iv.
|
In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s successor
to the extent set forth in Section 5(a). No beneficiary, executor, administrator, heir or legatee of the Participant shall have greater rights than the Participant under this Agreement or otherwise.
|
a.
|
“
Disability
” means, with respect to the Grantee, a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which: (i) renders the Grantee unable to engage in substantial gainful activity or (ii) results in the Grantee receiving income replacement benefits for at least three months under an accident and health plan sponsored by the Grantee’s employer.
|
b.
|
“
Performance Period
” means the period set forth in Exhibit A.
|
c.
|
“
Performance Requirements
” means the performance measure(s) set forth in Exhibit A.
|
d.
|
“
Performance Unit
” means a Restricted Share Unit representing the right to receive a Share after completion of the Performance Period provided that the Performance Requirements have been satisfied.
|
e.
|
“
Retirement
” (or variations thereof) means a voluntary separation from service with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities.
|
a.
|
Retirement, Death or Disability
. If the Grantee terminates Employment as a result of Retirement, death or Disability prior to the last day of the Performance Period, the Grantee (or his or her beneficiary or beneficiaries) shall be entitled to a pro-rated number of Shares, calculated by multiplying (x) by (y) where:
|
(x)
|
is the number of Shares, if any, that would have been earned by the Grantee as the result of the satisfaction of the Performance Requirements; and
|
(y)
|
is the number of months that the Grantee was employed (rounded up to the nearest whole number) during the Performance Period divided by the number of months in the Performance Period.
|
b.
|
Reasons Other Than Retirement, Death or Disability
. Except as otherwise provided in Section 5, if the Committee determines in its sole and exclusive discretion that the Grantee’s Employment has terminated prior to the end of the Performance Period for reasons other than those described in Section 4(a) above, the Grantee will forfeit his or her Performance Units. If the Performance Units are forfeited, the Grantee and all persons who might claim through him or her will have no further interests under this Agreement.
|
a.
|
the Performance Requirements shall be deemed to have been satisfied at the greater of either: (i) the target level of the Performance Requirements as set forth on Exhibit A as if the entire Performance Period had elapsed; or (ii) the level of actual achievement of the Performance Requirements as of the date of the Change in Control; and
|
b.
|
the appropriate number of Shares, determined in accordance with subsection (a) above shall be issued to the Grantee not later than 30 days after the date of the Change in Control.
|
a.
|
with respect to Shares earned under Sections 4 or 5, the Company will deliver to Grantee (or his or her beneficiary or beneficiaries) certificates for the Shares to which Grantee is entitled, subject to any applicable securities law restrictions; and
|
b.
|
with respect to Shares otherwise earned under this Agreement, the Company will issue to the Grantee the Shares to which Grantee is entitled, subject to any applicable securities law restrictions, and provided that the Grantee is in active Employment on the last day of the Performance Period.
|
a.
|
Based on the Company’s REBITDA Percentile Ranking, determine the percentage of earned Performance Units (the “REBITDA Earned Percentage”) as provided as follows.
|
b.
|
Determine the number of earned Performance Units (“REBITDA Earned Performance Units”) as follows:
|
Acuity Brands, Inc.
|
Ampco-Pittsburgh Corp.
|
Atwood Oceanics, Inc.
|
AZZ Inc.
|
Bristow Group, Inc.
|
Cal Dive International, Inc.
|
Circor Intl., Inc.
|
Columbus McKinnon Corp.
|
Core Laboratories, NV
|
Dresser-Rand Group, Inc.
|
Excel Maritime Carriers, LTD
|
Genco Shipping & Trading, LTD
|
Geokinetics, Inc.
|
GulfMark Offshore, Inc.
|
Helix Energy Solutions Group
|
Helmerich & Payne, Inc.
|
Hercules Offshore, Inc.
|
Hornbeck Offshore Services, Inc.
|
Key Energy Services, Inc.
|
Kirby Corporation
|
Oceaneering International
|
Parker Drilling Company
|
PHI, Inc.
|
Pioneer Drilling, Inc.
|
Robbins & Myers, Inc.
|
Rowan Companies, Inc.
|
Superior Energy Services, Inc.
|
Tesco Corporation
|
Tidewater, Inc.
|
Valmont Industries, Inc.
|
Woodward Governor Company
|
AirSep Corporation
|
New York
|
CAIRE Inc.
|
Delaware
|
Chart Asia Investment Company Limited
|
Hong Kong
|
Chart Asia, Inc.
|
Delaware
|
Chart Australia Pty Ltd
|
Australia
|
Chart BioMedical Distribution LLC
|
Delaware
|
Chart BioMedical GmbH
|
Germany
|
Chart Biomedical Limited
|
U.K.
|
Chart Cooler Service Company, Inc.
|
Delaware
|
Chart Cryogenic Distribution Equipment (Changzhou) Company Limited*
|
China
|
Chart Cryogenic Engineering Systems (Changzhou) Co., Ltd.
|
China
|
Chart Energy & Chemicals, Inc.
|
Delaware
|
Chart Ferox, a.s.
|
Czech Republic
|
Chart Germany GmbH
|
Germany
|
Chart France
|
France
|
Chart Inc.
|
Delaware
|
Chart Industries Luxembourg S.à r.l.
|
Luxembourg
|
Chart International Holdings, Inc.
|
Delaware
|
Chart International, Inc.
|
Delaware
|
Chart Italy S.r.l.
|
Italy
|
Chart Japan Co., Ltd.
|
Japan
|
Chart S.à r.l. & Co. KG
|
Germany
|
Chart SeQual Technologies Inc.
|
Delaware
|
Chengdu Golden Phoenix Liquid Nitrogen Container Company Limited
|
China
|
Flow Instruments & Engineering GmbH
|
Germany
|
GOFA Gocher Fahrzeugbau GmbH
|
Germany
|
GOFA Grundstücksgesellschaft mbH
|
Germany
|
GTC of Clarksville, LLC
|
Delaware
|
*
|
50% of equity interests owned indirectly by the Company.
|
(1)
|
|
Registration Statement (Form S-3 No. 333-175837) of Chart Industries, Inc.,
|
|
|
|
(2)
|
|
Registration Statement (Form S-8 No. 333-162740) pertaining to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan,
|
|
|
|
(3)
|
|
Registration Statement (Form S-8 No. 333-138682) pertaining to the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, and
|
|
|
|
(4)
|
|
Registration Statement (Form S-8 No. 333-183031) pertaining to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan
|
/S/ ERNST & YOUNG LLP
|
1.
|
I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Samuel F. Thomas
|
Samuel F. Thomas
|
Chairman of the Board, Chief Executive Officer and President
|
1.
|
I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Michael F. Biehl
|
Michael F. Biehl
|
Executive Vice President, Chief Financial Officer and Treasurer
|
a.
|
The Annual Report on Form 10-K for the period ended
December 31, 2012
of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b.
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-K.
|
/s/ Samuel F. Thomas
|
Samuel F. Thomas
|
Chairman of the Board, Chief Executive Officer and President
|
a.
|
The Annual Report on Form 10-K for the period ended
December 31, 2012
of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
b.
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-K.
|
/s/ Michael F. Biehl
|
Michael F. Biehl
|
Executive Vice President, Chief Financial Officer and Treasurer
|