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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, 2014
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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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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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changes in foreign currency exchange rates;
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exchange controls and currency restrictions;
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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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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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future borrowings under our senior secured revolving credit facility have variable rates of interest, which could expose 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 based on our leverage ratio and make other distributions in respect of our capital stock;
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redeem or buy back our capital stock based on our leverage ratio;
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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; or
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require us to apply all of our available cash to repay the borrowings,
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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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Approximate Square Footage
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Ownership
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Use
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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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1,200
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Leased
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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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150,100
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Leased/Owned
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Manufacturing/Warehouse/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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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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Burnsville, Minnesota
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Distribution & Storage
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5,600
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Leased
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Office
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Decin, Czech Republic
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Distribution & Storage
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628,000
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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/Energy & Chemicals
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29,000
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Owned
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Office/Service
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Kuala Lumpur, Malaysia
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Distribution & Storage
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300
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Leased
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Marketing & Sales/Office
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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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Mumbai, India
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Distribution & Storage
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100
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Leased
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Office
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Nanjing, China
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Distribution & Storage
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39,700
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Leased/Owned
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Manufacturing/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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241,300
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Leased/Owned
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Manufacturing/Office/Service
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New Prague, Minnesota
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Distribution & Storage/BioMedical
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396,000
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Leased/Owned
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Manufacturing/Office/Service
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Changzhou, China
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Distribution & Storage
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632,100
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Leased/Owned
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Manufacturing/Office
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La Crosse, Wisconsin
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Energy & Chemicals
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296,000
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Leased/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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33,400
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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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222,800
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Leased/Owned
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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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Wuxi, China
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Energy & Chemicals
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200,000
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Leased
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Manufacturing/Office
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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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63
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Chairman, Chief Executive Officer and President
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Michael F. Biehl
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59
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Executive Vice President and Chief Financial Officer
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Matthew J. Klaben
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45
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Vice President, General Counsel and Secretary
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Kenneth J. Webster
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52
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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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December 31,
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2009
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2010
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2011
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2012
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2013
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2014
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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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204.48
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$
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327.30
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$
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403.69
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$
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578.93
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$
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207.02
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S&P SmallCap 600 Index
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100.00
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126.31
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127.59
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148.42
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209.74
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221.81
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||||||
Peer Group Index
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100.00
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138.60
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136.02
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174.22
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223.40
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207.59
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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, 2014
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337
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$
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51.13
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—
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$
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—
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November 1 — 30, 2014
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—
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—
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—
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—
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December 1 — 31, 2014
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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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337
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$
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51.13
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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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2014
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2013
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2012
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2011
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2010
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Statement of Income Data:
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Sales
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$
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1,192,952
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$
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1,177,438
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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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Cost of sales
(1)
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835,098
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825,715
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708,989
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549,139
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390,156
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Gross profit
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357,854
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351,723
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305,163
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245,446
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165,299
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Operating expenses
(2) (3)
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219,697
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215,726
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183,350
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155,452
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117,795
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Operating income
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138,157
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135,997
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121,813
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89,994
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47,504
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Interest expense, net (including deferred financing costs amortization)
(4)
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18,023
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17,581
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17,209
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27,754
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19,259
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Other (income) expense
(5)
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970
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(242
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)
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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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Other expense, net
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18,993
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17,339
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18,707
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27,020
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19,006
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Income before income taxes
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119,164
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118,658
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103,106
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62,974
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28,498
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Income tax expense, net
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36,092
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31,296
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30,782
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18,730
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7,993
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Net income
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83,072
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87,362
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72,324
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44,244
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20,505
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Noncontrolling interests, net of taxes
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1,208
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4,186
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1,029
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168
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345
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|||||
Net income attributable to Chart Industries, Inc.
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$
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81,864
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$
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83,176
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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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Earnings Per Share Data:
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Basic earnings per share
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$
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2.69
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$
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2.75
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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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Diluted earnings per share
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$
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2.67
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$
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2.60
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$
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2.36
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$
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1.47
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$
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0.69
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Weighted-average shares — basic
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30,384
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30,209
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29,786
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29,165
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28,534
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Weighted-average shares — diluted
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30,666
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31,931
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30,194
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29,913
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29,255
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|||||
Cash Flow Data:
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Cash provided by operating activities
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$
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118,717
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$
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59,663
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$
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87,641
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|
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$
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81,658
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$
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38,574
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Cash used in investing activities
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(72,485
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)
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(74,981
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)
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(224,347
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)
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(59,672
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)
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(64,215
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)
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|||||
Cash (used in) provided by financing activities
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(70,793
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)
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|
8,107
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|
17,441
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|
67,711
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(19,302
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)
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|||||
Other Financial Data:
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|
|
|
|
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||||||||||
Depreciation and amortization
(6)
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$
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44,568
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|
|
$
|
41,695
|
|
|
$
|
33,726
|
|
|
$
|
32,298
|
|
|
$
|
26,640
|
|
|
As of December 31,
|
||||||||||||||||||
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2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
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|
||||||||||
Cash and cash equivalents
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$
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103,656
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|
|
$
|
137,345
|
|
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$
|
141,498
|
|
|
$
|
256,861
|
|
|
$
|
165,112
|
|
Working capital
(7)
|
218,092
|
|
|
213,261
|
|
|
144,901
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|
|
86,533
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|
|
76,301
|
|
|||||
Goodwill
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405,522
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|
|
398,905
|
|
|
398,941
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|
|
288,770
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|
|
275,252
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|
|||||
Identifiable intangible assets, net
|
153,666
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|
|
172,142
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|
|
189,463
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|
|
140,553
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|
|
145,500
|
|
|||||
Total assets
|
1,462,063
|
|
|
1,461,630
|
|
|
1,327,841
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|
|
1,174,475
|
|
|
954,839
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|
|||||
Long-term debt
|
204,099
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|
|
64,688
|
|
|
252,021
|
|
|
223,224
|
|
|
218,425
|
|
|||||
Total debt
|
209,002
|
|
|
265,155
|
|
|
255,771
|
|
|
234,482
|
|
|
224,925
|
|
|||||
Chart Industries, Inc. shareholders’ equity
|
879,879
|
|
|
754,785
|
|
|
696,478
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|
|
611,039
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|
|
499,164
|
|
(1)
|
Includes recovery of
$5.0 million
reducing cost of sales for the year ended December 31, 2014 from an escrow settlement for alleged breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep Corporation (“AirSep”) in 2012.
|
(2)
|
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, 2014
,
2013
,
2012
,
2011
and
2010
was
$17.9 million
,
$19.2 million
,
$14.8 million
,
$13.4 million
and
$11.0 million
, respectively.
|
(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 $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.
|
(5)
|
Includes gain 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.
|
(6)
|
Includes financing costs amortization for the years ended
December 31, 2014
,
2013
,
2012
,
2011
and
2010
of
$1.4 million
,
$1.3 million
,
$1.5 million
,
$4.4 million
, and
$3.1 million
, respectively. For the year ended December 31, 2011, financing costs amortization included $3.0 million to write-off remaining deferred financing fees related to the redemption of the 9-1/8% Senior Subordinated Notes.
|
(7)
|
Working capital is defined as current assets excluding cash and cash equivalents minus current liabilities excluding short-term debt and current portion of long-term debt (including current convertible notes).
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
(1)
|
70.0
|
|
|
70.1
|
|
|
69.9
|
|
Gross profit
|
30.0
|
|
|
29.9
|
|
|
30.1
|
|
Selling, general and administrative expense
(2)
|
16.9
|
|
|
16.7
|
|
|
16.3
|
|
Amortization expense
|
1.5
|
|
|
1.6
|
|
|
1.5
|
|
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
0.3
|
|
Operating income
|
11.6
|
|
|
11.6
|
|
|
12.0
|
|
Interest expense, net
(3)
|
1.4
|
|
|
1.4
|
|
|
1.5
|
|
Amortization of deferred financing costs
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
Foreign currency loss (gain)
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Income tax expense, net
|
3.0
|
|
|
2.7
|
|
|
3.0
|
|
Net income
|
7.0
|
|
|
7.4
|
|
|
7.1
|
|
Noncontrolling interests, net of taxes
|
0.1
|
|
|
0.4
|
|
|
0.1
|
|
Net income attributable to Chart Industries, Inc.
|
6.9
|
|
|
7.1
|
|
|
7.0
|
|
(1)
|
Includes recovery of
$5.0 million
reducing cost of sales for the year ended December 31, 2014 from an escrow settlement for alleged breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep Corporation (“AirSep”) in 2012.
|
(2)
|
Includes share-based compensation expense of
$9.7 million
,
$10.0 million
and
$7.5 million
, representing
0.8%
,
0.8%
and
0.7%
of sales, for the years ended December 31,
2014, 2013 and 2012
, respectively.
|
(3)
|
Includes $
10.7 million
, $
9.9 million
and $
9.1 million
of non-cash interest accretion expense related to the carrying amount of the Convertible Notes, representing
0.9%
,
0.8%
and
0.9%
of sales, for the years ended December 31,
2014, 2013 and 2012
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
388,018
|
|
|
$
|
318,510
|
|
|
$
|
323,676
|
|
Distribution & Storage
|
578,806
|
|
|
592,616
|
|
|
475,576
|
|
|||
BioMedical
|
226,128
|
|
|
266,312
|
|
|
214,900
|
|
|||
Consolidated
|
$
|
1,192,952
|
|
|
$
|
1,177,438
|
|
|
$
|
1,014,152
|
|
Gross Profit
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
113,932
|
|
|
$
|
89,125
|
|
|
$
|
98,679
|
|
Distribution & Storage
|
162,191
|
|
|
168,505
|
|
|
137,044
|
|
|||
BioMedical
|
81,731
|
|
|
94,093
|
|
|
69,440
|
|
|||
Consolidated
|
$
|
357,854
|
|
|
$
|
351,723
|
|
|
$
|
305,163
|
|
Gross Profit Margin
|
|
|
|
|
|
||||||
Energy & Chemicals
|
29.4
|
%
|
|
28.0
|
%
|
|
30.5
|
%
|
|||
Distribution & Storage
|
28.0
|
%
|
|
28.4
|
%
|
|
28.8
|
%
|
|||
BioMedical
|
36.1
|
%
|
|
35.3
|
%
|
|
32.3
|
%
|
|||
Consolidated
|
30.0
|
%
|
|
29.9
|
%
|
|
30.1
|
%
|
|||
SG&A Expenses
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
31,776
|
|
|
$
|
26,358
|
|
|
$
|
30,434
|
|
Distribution & Storage
|
71,809
|
|
|
69,807
|
|
|
53,111
|
|
|||
BioMedical
|
45,752
|
|
|
50,058
|
|
|
35,571
|
|
|||
Corporate
|
52,415
|
|
|
50,273
|
|
|
46,372
|
|
|||
Consolidated
|
$
|
201,752
|
|
|
$
|
196,496
|
|
|
$
|
165,488
|
|
SG&A Expenses (% of Sales)
|
|
|
|
|
|
||||||
Energy & Chemicals
|
8.2
|
%
|
|
8.3
|
%
|
|
9.4
|
%
|
|||
Distribution & Storage
|
12.4
|
%
|
|
11.8
|
%
|
|
11.2
|
%
|
|||
BioMedical
|
20.2
|
%
|
|
18.8
|
%
|
|
16.6
|
%
|
|||
Consolidated
|
16.9
|
%
|
|
16.7
|
%
|
|
16.3
|
%
|
|||
Operating Income
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
79,665
|
|
|
$
|
59,671
|
|
|
$
|
64,931
|
|
Distribution & Storage
|
85,213
|
|
|
93,560
|
|
|
79,175
|
|
|||
BioMedical
|
25,694
|
|
|
33,039
|
|
|
24,079
|
|
|||
Corporate
|
(52,415
|
)
|
|
(50,273
|
)
|
|
(46,372
|
)
|
|||
Consolidated
|
$
|
138,157
|
|
|
$
|
135,997
|
|
|
$
|
121,813
|
|
Operating Margin
|
|
|
|
|
|
||||||
Energy & Chemicals
|
20.5
|
%
|
|
18.7
|
%
|
|
20.1
|
%
|
|||
Distribution & Storage
|
14.7
|
%
|
|
15.8
|
%
|
|
16.6
|
%
|
|||
BioMedical
|
11.4
|
%
|
|
12.4
|
%
|
|
11.2
|
%
|
|||
Consolidated
|
11.6
|
%
|
|
11.6
|
%
|
|
12.0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Orders
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
339,357
|
|
|
$
|
294,921
|
|
|
$
|
384,835
|
|
Distribution & Storage
|
558,555
|
|
|
719,589
|
|
|
531,227
|
|
|||
BioMedical
|
218,125
|
|
|
256,073
|
|
|
208,439
|
|
|||
Total
|
$
|
1,116,037
|
|
|
$
|
1,270,583
|
|
|
$
|
1,124,501
|
|
Backlog
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
294,204
|
|
|
$
|
342,466
|
|
|
$
|
365,470
|
|
Distribution & Storage
|
328,350
|
|
|
363,480
|
|
|
228,204
|
|
|||
BioMedical
|
17,509
|
|
|
22,890
|
|
|
23,760
|
|
|||
Total
|
$
|
640,063
|
|
|
$
|
728,836
|
|
|
$
|
617,434
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More Than 5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross debt
(1)
|
$
|
254,903
|
|
|
$
|
4,903
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
Long-term Convertible Notes interest
|
20,000
|
|
|
5,000
|
|
|
10,000
|
|
|
5,000
|
|
|
—
|
|
|||||
Operating leases
|
44,500
|
|
|
10,900
|
|
|
14,400
|
|
|
9,300
|
|
|
9,900
|
|
|||||
Purchase obligations
(2)
|
754
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension obligations
(3)
|
2,300
|
|
|
—
|
|
|
400
|
|
|
1,900
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
322,457
|
|
|
$
|
21,557
|
|
|
$
|
24,800
|
|
|
$
|
266,200
|
|
|
$
|
9,900
|
|
(1)
|
The $250,000 principal balance of the Convertible Notes will mature on August 1, 2018.
|
(2)
|
Purchase obligations represent orders for metals to be consumed in the normal course of business.
|
(3)
|
The planned funding of the pension obligations is based upon actuarial and management estimates taking into consideration the current status of the plan.
|
|
Total
|
|
Expiring in 2015
|
|
Expiring in 2016 and beyond
|
||||||
|
|
||||||||||
Standby letters of credit
|
$
|
20,119
|
|
|
$
|
15,631
|
|
|
$
|
4,488
|
|
Bank guarantees
|
18,554
|
|
|
4,216
|
|
|
14,338
|
|
|||
Total commercial commitments
|
$
|
38,673
|
|
|
$
|
19,847
|
|
|
$
|
18,826
|
|
•
|
the loss of, or a significant reduction or delay in purchases by, our largest customers;
|
•
|
fluctuations in energy prices;
|
•
|
the potential for negative developments in the natural gas industry related to hydraulic fracturing;
|
•
|
competition in our markets;
|
•
|
governmental energy policies could change, or expected changes could fail to materialize;
|
•
|
our ability to successfully manage our planned operational expansions;
|
•
|
degradation of our backlog as a result of modification or termination of orders;
|
•
|
our ability to successfully acquire or integrate companies that provide complementary products or technologies;
|
•
|
economic downturns and deteriorating financial conditions;
|
•
|
the impairment of our goodwill or other intangible assets;
|
•
|
our ability to manage our fixed-price contract exposure;
|
•
|
our reliance on the availability of key supplies and services;
|
•
|
changes in government health care regulations and reimbursement policies;
|
•
|
litigation and disputes involving us, including the extent of product liability, warranty, contract, employment, intellectual property and environmental claims asserted against us;
|
•
|
general economic, political, business and market risks associated with our global operations;
|
•
|
our warranty reserves may not adequately cover our warranty obligations;
|
•
|
the loss of key employees;
|
•
|
fluctuations in foreign currency exchange rates and interest rates;
|
•
|
financial distress of third parties;
|
•
|
our ability to control our costs while maintaining customer relationships and core business resources;
|
•
|
our ability to protect our intellectual property and know-how;
|
•
|
United States Food and Drug Administration and comparable foreign regulation of our products;
|
•
|
the pricing and availability of raw materials;
|
•
|
technological security threats and our reliance on information systems;
|
•
|
the cost of compliance with environmental, health and safety laws and responding to potential liabilities under these laws;
|
•
|
claims that our products or processes infringe intellectual property rights of others;
|
•
|
additional liabilities related to taxes;
|
•
|
our ability to continue our technical innovation in our product lines;
|
•
|
labor costs and disputes and the deterioration of our relations with our employees;
|
•
|
increased government regulation;
|
•
|
the underfunded status of our pension plan;
|
•
|
the risk of potential violations of the Foreign Corrupt Practices Act;
|
•
|
disruptions in our operations due to severe weather;
|
•
|
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 and liquidity;
|
•
|
potential dilution to existing holders of our common stock as a result of the conversion of our Convertible Notes, and the need to utilize our cash balances and/or credit facility to fund any cash settlement related to such conversions;
|
•
|
fluctuations in the price of our stock; and
|
•
|
other factors described herein.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
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 and Chief Financial Officer (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
/ T
ERRENCE
J. K
EATING
|
|
Director
|
Terrence J. Keating
|
|
|
|
|
|
/
S
/ S
TEVEN
W. K
RABLIN
|
|
Director
|
Steven W. Krablin
|
|
|
|
|
|
/
S
/ M
ICHAEL
W. P
RESS
|
|
Director
|
Michael W. Press
|
|
|
|
|
|
/
S
/ E
LIZABETH
G. S
POMER
|
|
Director
|
Elizabeth G. Spomer
|
|
|
|
|
|
/
S
/ T
HOMAS
L. W
ILLIAMS
|
|
Director
|
Thomas L. Williams
|
|
Audited Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
•
|
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 and Chief Financial Officer
|
/S/ ERNST & YOUNG LLP
|
/S/ ERNST & YOUNG LLP
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
103,656
|
|
|
$
|
137,345
|
|
Accounts receivable, less allowances of $6,475 and $5,654
|
178,613
|
|
|
224,114
|
|
||
Inventories, net
|
215,725
|
|
|
213,004
|
|
||
Unbilled contract revenue
|
58,645
|
|
|
31,976
|
|
||
Prepaid expenses
|
15,708
|
|
|
12,257
|
|
||
Deferred income taxes
|
17,248
|
|
|
14,675
|
|
||
Other current assets
|
15,009
|
|
|
16,072
|
|
||
Total Current Assets
|
604,604
|
|
|
649,443
|
|
||
Property, plant and equipment, net
|
257,645
|
|
|
224,205
|
|
||
Goodwill
|
405,522
|
|
|
398,905
|
|
||
Identifiable intangible assets, net
|
153,666
|
|
|
172,142
|
|
||
Other assets
|
40,626
|
|
|
16,935
|
|
||
TOTAL ASSETS
|
$
|
1,462,063
|
|
|
$
|
1,461,630
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
114,252
|
|
|
$
|
101,805
|
|
Customer advances and billings in excess of contract revenue
|
82,158
|
|
|
102,048
|
|
||
Accrued salaries, wages and benefits
|
35,655
|
|
|
39,961
|
|
||
Current portion of warranty reserve
|
14,325
|
|
|
19,567
|
|
||
Short-term debt
|
4,903
|
|
|
3,280
|
|
||
Current convertible notes
|
—
|
|
|
193,437
|
|
||
Current portion of long-term debt
|
—
|
|
|
3,750
|
|
||
Other current liabilities
|
36,466
|
|
|
35,456
|
|
||
Total Current Liabilities
|
287,759
|
|
|
499,304
|
|
||
Long-term debt
|
204,099
|
|
|
64,688
|
|
||
Long-term deferred tax liabilities
|
46,888
|
|
|
47,716
|
|
||
Long-term portion of warranty reserve
|
9,921
|
|
|
14,260
|
|
||
Accrued pension liabilities
|
16,920
|
|
|
7,719
|
|
||
Other long-term liabilities
|
9,396
|
|
|
9,360
|
|
||
Total Liabilities
|
574,983
|
|
|
643,047
|
|
||
|
|
|
|
||||
Convertible notes conversion feature
|
—
|
|
|
56,563
|
|
||
Equity
|
|
|
|
||||
Common stock, par value $.01 per share — 150,000,000 shares authorized, as of December 31, 2014 and 2013, respectively; 30,482,252 and 30,378,502 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
305
|
|
|
304
|
|
||
Additional paid-in capital
|
377,209
|
|
|
311,972
|
|
||
Retained earnings
|
511,051
|
|
|
429,187
|
|
||
Accumulated other comprehensive (loss) income
|
(8,686
|
)
|
|
13,322
|
|
||
Total Chart Industries, Inc. Shareholders’ Equity
|
879,879
|
|
|
754,785
|
|
||
Noncontrolling interests
|
7,201
|
|
|
7,235
|
|
||
Total Equity
|
887,080
|
|
|
762,020
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,462,063
|
|
|
$
|
1,461,630
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Sales
|
$
|
1,192,952
|
|
|
$
|
1,177,438
|
|
|
$
|
1,014,152
|
|
Cost of sales
|
835,098
|
|
|
825,715
|
|
|
708,989
|
|
|||
Gross profit
|
357,854
|
|
|
351,723
|
|
|
305,163
|
|
|||
Selling, general and administrative expenses
|
201,752
|
|
|
196,496
|
|
|
165,488
|
|
|||
Amortization expense
|
17,945
|
|
|
19,230
|
|
|
14,792
|
|
|||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
3,070
|
|
|||
Operating expenses, net
|
219,697
|
|
|
215,726
|
|
|
183,350
|
|
|||
Operating income
|
138,157
|
|
|
135,997
|
|
|
121,813
|
|
|||
Other expenses (income):
|
|
|
|
|
|
||||||
Interest expense, net
|
16,631
|
|
|
16,275
|
|
|
15,679
|
|
|||
Financing costs amortization
|
1,392
|
|
|
1,306
|
|
|
1,530
|
|
|||
Foreign currency loss (gain)
|
970
|
|
|
(242
|
)
|
|
1,498
|
|
|||
Other expenses, net
|
18,993
|
|
|
17,339
|
|
|
18,707
|
|
|||
Income before income taxes
|
119,164
|
|
|
118,658
|
|
|
103,106
|
|
|||
Income tax expense (benefit):
|
|
|
|
|
|
||||||
Current
|
36,340
|
|
|
32,903
|
|
|
35,300
|
|
|||
Deferred
|
(248
|
)
|
|
(1,607
|
)
|
|
(4,518
|
)
|
|||
Income tax expense, net
|
36,092
|
|
|
31,296
|
|
|
30,782
|
|
|||
Net income
|
83,072
|
|
|
87,362
|
|
|
72,324
|
|
|||
Noncontrolling interests, net of taxes
|
1,208
|
|
|
4,186
|
|
|
1,029
|
|
|||
Net income attributable to Chart Industries, Inc.
|
$
|
81,864
|
|
|
$
|
83,176
|
|
|
$
|
71,295
|
|
Net income attributable to Chart Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.69
|
|
|
$
|
2.75
|
|
|
$
|
2.39
|
|
Diluted
|
$
|
2.67
|
|
|
$
|
2.60
|
|
|
$
|
2.36
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
30,384
|
|
|
30,209
|
|
|
29,786
|
|
|||
Diluted
|
30,666
|
|
|
31,931
|
|
|
30,194
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
83,072
|
|
|
$
|
87,362
|
|
|
$
|
72,324
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(14,653
|
)
|
|
4,362
|
|
|
1,575
|
|
|||
Defined benefit pension plan:
|
|
|
|
|
|
||||||
Actuarial (loss) gain on remeasurement
|
(11,884
|
)
|
|
10,380
|
|
|
(5,597
|
)
|
|||
Amortization of prior service cost included in net periodic pension (income) expense
|
320
|
|
|
1,348
|
|
|
974
|
|
|||
Defined benefit pension plan
|
(11,564
|
)
|
|
11,728
|
|
|
(4,623
|
)
|
|||
Other comprehensive (loss) income, before tax
|
(26,217
|
)
|
|
16,090
|
|
|
(3,048
|
)
|
|||
Income tax (expense) benefit related to defined benefit pension plan
|
4,173
|
|
|
(4,265
|
)
|
|
1,699
|
|
|||
Other comprehensive (loss) income, net of taxes
|
(22,044
|
)
|
|
11,825
|
|
|
(1,349
|
)
|
|||
Comprehensive income
|
61,028
|
|
|
99,187
|
|
|
70,975
|
|
|||
Less: comprehensive income attributable to noncontrolling interests, net of taxes
|
(1,172
|
)
|
|
(4,330
|
)
|
|
(1,032
|
)
|
|||
Comprehensive income attributable to Chart Industries, Inc.
|
$
|
59,856
|
|
|
$
|
94,857
|
|
|
$
|
69,943
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
83,072
|
|
|
$
|
87,362
|
|
|
$
|
72,324
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
43,176
|
|
|
40,389
|
|
|
32,196
|
|
|||
Interest accretion of convertible notes discount
|
10,662
|
|
|
9,854
|
|
|
9,109
|
|
|||
Financing costs amortization
|
1,392
|
|
|
1,306
|
|
|
1,530
|
|
|||
Employee share-based compensation expense
|
9,420
|
|
|
9,989
|
|
|
7,461
|
|
|||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
3,070
|
|
|||
Unrealized foreign currency transaction (gain) loss
|
(1,606
|
)
|
|
(3,388
|
)
|
|
96
|
|
|||
Deferred income tax benefit
|
(248
|
)
|
|
(1,607
|
)
|
|
(4,518
|
)
|
|||
Reversal of contingent consideration liability
|
—
|
|
|
—
|
|
|
(4,620
|
)
|
|||
Other non-cash operating activities
|
(170
|
)
|
|
4,514
|
|
|
6,165
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
43,079
|
|
|
(69,287
|
)
|
|
3,422
|
|
|||
Inventory
|
(8,150
|
)
|
|
(12,679
|
)
|
|
(15,777
|
)
|
|||
Unbilled contract revenues and other assets
|
(51,467
|
)
|
|
(10,875
|
)
|
|
(7,465
|
)
|
|||
Accounts payable and other liabilities
|
11,660
|
|
|
(5,259
|
)
|
|
2,936
|
|
|||
Deferred income taxes
|
(3,690
|
)
|
|
(793
|
)
|
|
663
|
|
|||
Customer advances and billings in excess of contract revenue
|
(18,413
|
)
|
|
10,137
|
|
|
(18,951
|
)
|
|||
Net Cash Provided By Operating Activities
|
118,717
|
|
|
59,663
|
|
|
87,641
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(62,135
|
)
|
|
(72,585
|
)
|
|
(43,685
|
)
|
|||
Proceeds from sale of assets
|
1,593
|
|
|
569
|
|
|
2,073
|
|
|||
Acquisition of businesses, net of cash acquired
|
(11,943
|
)
|
|
(2,965
|
)
|
|
(182,450
|
)
|
|||
Other investing activities
|
—
|
|
|
—
|
|
|
(285
|
)
|
|||
Net Cash Used In Investing Activities
|
(72,485
|
)
|
|
(74,981
|
)
|
|
(224,347
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
21,375
|
|
|||
Borrowings on revolving credit facilities
|
88,819
|
|
|
214,623
|
|
|
73,012
|
|
|||
Repayments on revolving credit facilities
|
(87,162
|
)
|
|
(211,403
|
)
|
|
(77,770
|
)
|
|||
Payments on long-term debt
|
(68,437
|
)
|
|
(3,750
|
)
|
|
(4,438
|
)
|
|||
Payments for debt issuance costs
|
(1,321
|
)
|
|
—
|
|
|
(1,445
|
)
|
|||
Payment of contingent consideration
|
(741
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||
Proceeds from exercise of stock options
|
763
|
|
|
5,335
|
|
|
3,519
|
|
|||
Excess tax benefit from exercise of stock options
|
1,859
|
|
|
6,673
|
|
|
8,972
|
|
|||
Common stock repurchases
|
(3,367
|
)
|
|
(2,002
|
)
|
|
(4,484
|
)
|
|||
Dividend distribution to noncontrolling interest
|
(1,206
|
)
|
|
(1,369
|
)
|
|
—
|
|
|||
Net Cash (Used In) Provided By Financing Activities
|
(70,793
|
)
|
|
8,107
|
|
|
17,441
|
|
|||
Effect of exchange rate changes on cash
|
(9,128
|
)
|
|
3,058
|
|
|
3,902
|
|
|||
Net decrease in cash and cash equivalents
|
(33,689
|
)
|
|
(4,153
|
)
|
|
(115,363
|
)
|
|||
Cash and cash equivalents at beginning of period
|
137,345
|
|
|
141,498
|
|
|
256,861
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
103,656
|
|
|
$
|
137,345
|
|
|
$
|
141,498
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
|
|
Accumulated Other Comprehensive
Income (Loss) |
|
Non-controlling Interests
|
|
|
|||||||||||||||
|
Shares
Outstanding
|
|
Amount
|
|
|
Retained
Earnings
|
|
|
|
Total
Equity
|
||||||||||||||||
Balance at January 1, 2012
|
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
|
|
||||||
Excess 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
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
83,176
|
|
|
—
|
|
|
4,186
|
|
|
87,362
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,681
|
|
|
144
|
|
|
11,825
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
9,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,989
|
|
||||||
Common stock issued from share-based compensation plans
|
367
|
|
|
4
|
|
|
5,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,339
|
|
||||||
Excess tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
6,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,673
|
|
||||||
Common stock repurchases
|
(30
|
)
|
|
—
|
|
|
(2,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,002
|
)
|
||||||
Convertible notes conversion feature
|
—
|
|
|
—
|
|
|
(56,563
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,563
|
)
|
||||||
Acquisition of business, noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
969
|
|
||||||
Dividend distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,369
|
)
|
|
(1,369
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Balance at December 31, 2013
|
30,379
|
|
|
304
|
|
|
311,972
|
|
|
429,187
|
|
|
13,322
|
|
|
7,235
|
|
|
762,020
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
81,864
|
|
|
—
|
|
|
1,208
|
|
|
83,072
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,008
|
)
|
|
(36
|
)
|
|
(22,044
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
9,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,420
|
|
||||||
Common stock issued from share-based compensation plans
|
141
|
|
|
1
|
|
|
762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
763
|
|
||||||
Excess tax benefit from exercise of stock options
|
—
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
||||||
Common stock repurchases
|
(38
|
)
|
|
—
|
|
|
(3,367
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,367
|
)
|
||||||
Convertible notes conversion feature
|
—
|
|
|
—
|
|
|
56,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,563
|
|
||||||
Dividend distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,206
|
)
|
|
(1,206
|
)
|
||||||
Balance at December 31, 2014
|
30,482
|
|
|
$
|
305
|
|
|
$
|
377,209
|
|
|
$
|
511,051
|
|
|
$
|
(8,686
|
)
|
|
$
|
7,201
|
|
|
$
|
887,080
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Raw materials and supplies
|
$
|
94,437
|
|
|
$
|
93,014
|
|
Work in process
|
35,631
|
|
|
42,996
|
|
||
Finished goods
|
85,657
|
|
|
76,994
|
|
||
Total inventories, net
|
$
|
215,725
|
|
|
$
|
213,004
|
|
|
|
|
|
December 31,
|
||||||
Classification
|
|
Estimated Useful Life
|
|
2014
|
|
2013
|
||||
Land and buildings
|
|
20-35 years
|
|
$
|
161,986
|
|
|
$
|
139,962
|
|
Machinery and equipment
|
|
3-12 years
|
|
165,379
|
|
|
124,023
|
|
||
Computer equipment, furniture and fixtures
|
|
3-7 years
|
|
34,866
|
|
|
24,659
|
|
||
Construction in process
|
|
|
|
23,626
|
|
|
37,249
|
|
||
Total property, plant and equipment, gross
|
|
|
|
385,857
|
|
|
325,893
|
|
||
Less: Accumulated depreciation
|
|
|
|
(128,212
|
)
|
|
(101,688
|
)
|
||
Total property, plant and equipment, net
|
|
|
|
$
|
257,645
|
|
|
$
|
224,205
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Beginning balance
|
$
|
398,905
|
|
|
$
|
398,941
|
|
Foreign currency translation adjustments and other
|
(2,676
|
)
|
|
(344
|
)
|
||
Goodwill acquired during the year
|
9,293
|
|
|
308
|
|
||
Ending balance
|
$
|
405,522
|
|
|
$
|
398,905
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Unpatented technology
|
$
|
35,933
|
|
|
$
|
(6,979
|
)
|
|
$
|
43,133
|
|
|
$
|
(11,776
|
)
|
Patents
|
7,809
|
|
|
(6,213
|
)
|
|
7,904
|
|
|
(5,397
|
)
|
||||
Trademarks and trade names
|
8,981
|
|
|
(6,206
|
)
|
|
9,244
|
|
|
(4,525
|
)
|
||||
Non-compete agreements
|
421
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
||||
Customer relations
|
157,533
|
|
|
(85,187
|
)
|
|
159,143
|
|
|
(73,460
|
)
|
||||
Total finite-lived intangible assets
|
$
|
210,677
|
|
|
$
|
(104,673
|
)
|
|
$
|
219,424
|
|
|
$
|
(95,158
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
$
|
47,662
|
|
|
|
|
$
|
47,876
|
|
|
|
(1)
|
Amounts include the impact of foreign currency translation. Fully amortized amounts are written off.
|
For the Year Ending December 31,
|
|
||
2015
|
$
|
16,200
|
|
2016
|
14,300
|
|
|
2017
|
13,400
|
|
|
2018
|
12,700
|
|
|
2019
|
12,500
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Convertible notes, due August 2018, effective interest rate of 7.9%
|
$
|
204,099
|
|
|
$
|
193,437
|
|
Term loan, average interest rate of 2.54%
|
—
|
|
|
68,438
|
|
||
Foreign facilities
|
4,903
|
|
|
3,280
|
|
||
Total debt
|
209,002
|
|
|
265,155
|
|
||
Less: current maturities
(1)
|
(4,903
|
)
|
|
(200,467
|
)
|
||
Long-term debt
|
$
|
204,099
|
|
|
$
|
64,688
|
|
(1)
|
Current maturities included
$193,437
current convertible notes at December 31, 2013.
|
Year
|
Amount
|
||
2015
|
$
|
4,903
|
|
2018
|
250,000
|
|
|
Total
|
$
|
254,903
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
33,827
|
|
|
$
|
44,486
|
|
|
$
|
13,181
|
|
Warranty expense
|
14,463
|
|
|
17,486
|
|
|
12,494
|
|
|||
Warranty usage
|
(24,044
|
)
|
|
(28,359
|
)
|
|
(18,222
|
)
|
|||
Acquired warranty reserves
|
—
|
|
|
214
|
|
|
37,033
|
|
|||
Ending balance
|
$
|
24,246
|
|
|
$
|
33,827
|
|
|
$
|
44,486
|
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||
Balance at January 1, 2012
|
$
|
841
|
|
|
$
|
6,226
|
|
|
$
|
7,067
|
|
Increase (decrease) in fair value of contingent consideration liabilities
|
459
|
|
|
(4,236
|
)
|
|
(3,777
|
)
|
|||
Payment of contingent consideration
|
(1,300
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||
Balance at December 31, 2012
|
—
|
|
|
1,990
|
|
|
1,990
|
|
|||
Increase in fair value of contingent consideration liabilities
|
—
|
|
|
299
|
|
|
299
|
|
|||
Balance at December 31, 2013
|
—
|
|
|
2,289
|
|
|
2,289
|
|
|||
Decrease in fair value of contingent consideration liabilities
|
—
|
|
|
(474
|
)
|
|
(474
|
)
|
|||
Payment of contingent consideration
|
—
|
|
|
(741
|
)
|
|
(741
|
)
|
|||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
1,074
|
|
|
$
|
1,074
|
|
|
December 31, 2014
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
49
|
|
|
$
|
49
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
1,074
|
|
|
—
|
|
|
1,074
|
|
|||
Total financial liabilities
|
$
|
1,123
|
|
|
$
|
49
|
|
|
$
|
1,074
|
|
|
December 31, 2013
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
—
|
|
Total financial assets
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
394
|
|
|
$
|
394
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
2,289
|
|
|
—
|
|
|
2,289
|
|
|||
Total financial liabilities
|
$
|
2,683
|
|
|
$
|
394
|
|
|
$
|
2,289
|
|
|
December 31, 2014
|
||||||||||
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive income (loss)
|
||||||
Beginning Balance
|
$
|
18,425
|
|
|
$
|
(5,103
|
)
|
|
$
|
13,322
|
|
Other comprehensive loss before reclassifications, net of taxes of $4,289
|
(14,617
|
)
|
|
(7,595
|
)
|
|
(22,212
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income, net of taxes of $116
(1)
|
—
|
|
|
204
|
|
|
204
|
|
|||
Net current-period other comprehensive loss, net of taxes
|
(14,617
|
)
|
|
(7,391
|
)
|
|
(22,008
|
)
|
|||
Ending Balance
|
$
|
3,808
|
|
|
$
|
(12,494
|
)
|
|
$
|
(8,686
|
)
|
|
December 31, 2013
|
||||||||||
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive income
|
||||||
Beginning Balance
|
$
|
14,207
|
|
|
$
|
(12,566
|
)
|
|
$
|
1,641
|
|
Other comprehensive income before reclassifications, net of taxes of $3,769
|
4,218
|
|
|
6,611
|
|
|
10,829
|
|
|||
Amounts reclassified from accumulated other comprehensive income, net of taxes of $496
(1)
|
—
|
|
|
852
|
|
|
852
|
|
|||
Net current-period other comprehensive income, net of taxes
|
4,218
|
|
|
7,463
|
|
|
11,681
|
|
|||
Ending Balance
|
$
|
18,425
|
|
|
$
|
(5,103
|
)
|
|
$
|
13,322
|
|
(1)
|
Amounts reclassified from accumulated other comprehensive (loss) income were expensed and included in cost of sales (
$124
and
$530
for the years ended December 31,
2014
and
2013
, respectively) and selling, general and administrative expenses (
$196
and
$818
for the years ended December 31,
2014
and
2013
, respectively) in the consolidated statements of income.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Chart Industries, Inc.
|
$
|
81,864
|
|
|
$
|
83,176
|
|
|
$
|
71,295
|
|
Net income attributable to Chart Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.69
|
|
|
$
|
2.75
|
|
|
$
|
2.39
|
|
Diluted
|
$
|
2.67
|
|
|
$
|
2.60
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding — basic
|
30,384
|
|
|
30,209
|
|
|
29,786
|
|
|||
Incremental shares issuable upon assumed conversion and exercise of share-based awards
|
282
|
|
|
411
|
|
|
408
|
|
|||
Incremental shares issuable due to dilutive effect of the Convertible Notes
|
—
|
|
|
974
|
|
|
—
|
|
|||
Incremental shares issuable due to dilutive effect of warrants
|
—
|
|
|
337
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding — diluted
|
30,666
|
|
|
31,931
|
|
|
30,194
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Share-based awards
|
48
|
|
|
1
|
|
|
109
|
|
Convertible note hedge and capped call transactions
(1)
|
—
|
|
|
948
|
|
|
—
|
|
Warrants
|
3,368
|
|
|
—
|
|
|
3,368
|
|
Total anti-dilutive securities
|
3,416
|
|
|
949
|
|
|
3,477
|
|
(1)
|
The convertible note hedge and capped call transactions offset any dilution upon actual conversion of the Convertible Notes up to a common stock price of
$84.96
. See Note 6 for further information.
|
|
For the Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
87,505
|
|
|
$
|
67,355
|
|
|
$
|
79,812
|
|
Foreign
|
31,659
|
|
|
51,303
|
|
|
23,294
|
|
|||
Income before income taxes
|
$
|
119,164
|
|
|
$
|
118,658
|
|
|
$
|
103,106
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
22,608
|
|
|
$
|
19,421
|
|
|
$
|
28,076
|
|
State and local
|
1,406
|
|
|
1,618
|
|
|
1,768
|
|
|||
Foreign
|
12,326
|
|
|
11,864
|
|
|
5,456
|
|
|||
Total current
|
36,340
|
|
|
32,903
|
|
|
35,300
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
3,135
|
|
|
21
|
|
|
(3,477
|
)
|
|||
State and local
|
180
|
|
|
(364
|
)
|
|
(684
|
)
|
|||
Foreign
|
(3,563
|
)
|
|
(1,264
|
)
|
|
(357
|
)
|
|||
Total deferred
|
(248
|
)
|
|
(1,607
|
)
|
|
(4,518
|
)
|
|||
Total provision
|
$
|
36,092
|
|
|
$
|
31,296
|
|
|
$
|
30,782
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax expense at U.S. federal statutory rate
|
$
|
41,708
|
|
|
$
|
41,530
|
|
|
$
|
36,087
|
|
State income taxes, net of federal tax benefit
|
841
|
|
|
757
|
|
|
711
|
|
|||
Foreign income, net of credit on foreign taxes
|
(245
|
)
|
|
501
|
|
|
48
|
|
|||
Effective tax rate differential of earnings outside of U.S.
|
(5,411
|
)
|
|
(8,257
|
)
|
|
(4,983
|
)
|
|||
Foreign investment tax credit
|
—
|
|
|
—
|
|
|
(406
|
)
|
|||
Research & experimentation credits
|
(1,150
|
)
|
|
(2,105
|
)
|
|
—
|
|
|||
Non-deductible items
|
1,947
|
|
|
865
|
|
|
2,885
|
|
|||
Change in uncertain tax positions
|
(52
|
)
|
|
(347
|
)
|
|
(394
|
)
|
|||
Domestic production activities deduction
|
(2,093
|
)
|
|
(2,237
|
)
|
|
(2,490
|
)
|
|||
Other items
|
547
|
|
|
589
|
|
|
(676
|
)
|
|||
Income tax expense
|
$
|
36,092
|
|
|
$
|
31,296
|
|
|
$
|
30,782
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accruals and reserves
|
$
|
23,197
|
|
|
$
|
25,478
|
|
Pensions
|
6,161
|
|
|
2,536
|
|
||
Inventory
|
5,176
|
|
|
4,350
|
|
||
Share-based compensation
|
7,235
|
|
|
6,107
|
|
||
Tax credit carryforwards
|
553
|
|
|
—
|
|
||
Foreign net operating loss carryforwards
|
1,154
|
|
|
594
|
|
||
State net operating loss carryforward
|
1,331
|
|
|
1,610
|
|
||
Other – net
|
3,230
|
|
|
844
|
|
||
Total deferred tax assets before valuation allowance
|
48,037
|
|
|
41,519
|
|
||
Valuation allowance
|
(1,982
|
)
|
|
(1,250
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
46,055
|
|
|
$
|
40,269
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
24,063
|
|
|
$
|
17,248
|
|
Intangibles
|
47,771
|
|
|
53,314
|
|
||
Convertible notes
|
2,118
|
|
|
2,623
|
|
||
Total deferred tax liabilities
|
$
|
73,952
|
|
|
$
|
73,185
|
|
Net deferred tax liabilities
|
$
|
27,897
|
|
|
$
|
32,916
|
|
The net deferred tax liability is classified as follows:
|
|
|
|
||||
Deferred income taxes
|
$
|
(17,248
|
)
|
|
$
|
(14,675
|
)
|
Other assets
|
(1,743
|
)
|
|
(125
|
)
|
||
Long-term deferred tax liabilities
|
46,888
|
|
|
47,716
|
|
||
Net deferred tax liabilities
|
$
|
27,897
|
|
|
$
|
32,916
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits at beginning of the year
|
$
|
941
|
|
|
$
|
3,339
|
|
|
$
|
2,440
|
|
Additions for tax positions of prior years
|
358
|
|
|
299
|
|
|
1,921
|
|
|||
Reductions for tax positions of prior years
|
(329
|
)
|
|
(1,921
|
)
|
|
—
|
|
|||
Reductions for settlements
|
—
|
|
|
—
|
|
|
(905
|
)
|
|||
Lapse of statutes of limitation
|
(22
|
)
|
|
(776
|
)
|
|
(117
|
)
|
|||
Unrecognized tax benefits at end of the year
|
$
|
948
|
|
|
$
|
941
|
|
|
$
|
3,339
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Interest cost
|
$
|
2,360
|
|
|
$
|
2,112
|
|
|
$
|
2,206
|
|
Expected return on plan assets
|
(3,105
|
)
|
|
(2,705
|
)
|
|
(2,648
|
)
|
|||
Amortization of net loss
|
320
|
|
|
1,348
|
|
|
974
|
|
|||
Total net periodic pension (income) expense
|
$
|
(425
|
)
|
|
$
|
755
|
|
|
$
|
532
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
50,684
|
|
|
$
|
57,268
|
|
Interest cost
|
2,360
|
|
|
2,112
|
|
||
Benefits paid
|
(1,876
|
)
|
|
(1,813
|
)
|
||
Actuarial losses (gains)
|
10,939
|
|
|
(6,883
|
)
|
||
Projected benefit obligation at year end
|
$
|
62,107
|
|
|
$
|
50,684
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
42,965
|
|
|
$
|
37,941
|
|
Actual return
|
2,160
|
|
|
6,202
|
|
||
Employer contributions
|
1,938
|
|
|
635
|
|
||
Benefits paid
|
(1,876
|
)
|
|
(1,813
|
)
|
||
Fair value of plan assets at year end
|
$
|
45,187
|
|
|
$
|
42,965
|
|
Funded status (Accrued pension liabilities)
|
$
|
(16,920
|
)
|
|
$
|
(7,719
|
)
|
|
|
|
|
||||
Unrecognized actuarial loss recognized in accumulated other comprehensive (loss) income
|
$
|
19,814
|
|
|
$
|
8,250
|
|
|
December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Assumptions used to determine benefit obligation at year end:
|
|
|
|
|
|
|||
Discount rate
|
3.75
|
%
|
|
4.75
|
%
|
|
3.75
|
%
|
Assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|||
Discount rate
|
4.75
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
Expected long-term weighted-average rate of return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.75
|
%
|
Target Allocations by Asset Category:
|
2014
|
|
2013
|
Equity
|
55%
|
|
55%
|
Debt
|
43%
|
|
43%
|
Cash and cash equivalents
|
2%
|
|
2%
|
Total
|
100%
|
|
100%
|
|
Fair Value
|
||||||||||||||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Plan Assets:
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Equity funds
|
$
|
29,435
|
|
|
$
|
26,668
|
|
|
$
|
29,435
|
|
|
$
|
26,668
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income funds
|
13,766
|
|
|
12,527
|
|
|
13,766
|
|
|
12,527
|
|
|
—
|
|
|
—
|
|
||||||
Other investments
|
1,986
|
|
|
3,770
|
|
|
—
|
|
|
1,609
|
|
|
1,986
|
|
|
2,161
|
|
||||||
Total
|
$
|
45,187
|
|
|
$
|
42,965
|
|
|
$
|
43,201
|
|
|
$
|
40,804
|
|
|
$
|
1,986
|
|
|
$
|
2,161
|
|
Balance at January 1, 2013
|
$
|
—
|
|
Return on plan assets
|
30
|
|
|
Purchases, sales and settlements, net
|
(1,925
|
)
|
|
Transfers, net
|
4,056
|
|
|
Balance at December 31, 2013
|
$
|
2,161
|
|
Return on plan assets
|
34
|
|
|
Purchases, sales and settlements, net
|
(1,898
|
)
|
|
Transfers, net
|
1,689
|
|
|
Balance at December 31, 2014
|
$
|
1,986
|
|
2015
|
$
|
2,100
|
|
2016
|
2,300
|
|
|
2017
|
2,400
|
|
|
2018
|
2,600
|
|
|
2019
|
2,800
|
|
|
In aggregate during five years thereafter
|
15,800
|
|
(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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average grant-date fair value per share
|
$
|
56.15
|
|
|
$
|
41.52
|
|
|
$
|
35.69
|
|
Expected term (years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|||
Risk-free interest rate
|
1.00
|
%
|
|
1.00
|
%
|
|
1.15
|
%
|
|||
Expected volatility
|
63.73
|
%
|
|
66.80
|
%
|
|
70.71
|
%
|
|
December 31, 2014
|
|||||||||||
|
Number
of Shares
|
|
Weighted-average
Exercise
Price
|
|
Aggregate Intrinsic Value
|
|
Weighted- average Remaining Contractual Term
|
|||||
Outstanding at beginning of year
|
510
|
|
|
$
|
35.54
|
|
|
|
|
|
||
Granted
|
74
|
|
|
93.34
|
|
|
|
|
|
|||
Exercised
|
(23
|
)
|
|
33.84
|
|
|
|
|
|
|||
Forfeited
|
(9
|
)
|
|
59.53
|
|
|
|
|
|
|||
Outstanding at end of year
|
552
|
|
|
$
|
42.92
|
|
|
$
|
4,040
|
|
|
5.9 years
|
Vested and expected to vest at end of year
|
547
|
|
|
$
|
42.61
|
|
|
$
|
4,040
|
|
|
5.9 years
|
Exercisable at end of year
|
344
|
|
|
$
|
26.85
|
|
|
$
|
4,040
|
|
|
4.8 years
|
|
December 31, 2014
|
|||||
|
Number
of Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
97
|
|
|
$
|
61.48
|
|
Granted
|
37
|
|
|
92.17
|
|
|
Forfeited
|
(3
|
)
|
|
76.48
|
|
|
Vested
|
(43
|
)
|
|
53.17
|
|
|
Unvested at end of year
|
88
|
|
|
$
|
77.94
|
|
|
December 31, 2014
|
|||||
|
Number
of Shares
|
|
Weighted-Average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
86
|
|
|
$
|
46.94
|
|
Granted
|
16
|
|
|
93.34
|
|
|
Vested
|
(51
|
)
|
|
36.45
|
|
|
Unvested at end of year
|
51
|
|
|
$
|
72.57
|
|
|
December 31, 2014
|
|||||
|
Number
of Shares
|
|
Weighted-average
Grant-Date Fair Value
|
|||
Unvested at beginning of year
|
40
|
|
|
$
|
74.36
|
|
Granted
|
19
|
|
|
106.90
|
|
|
Unvested at end of year
|
59
|
|
|
$
|
84.85
|
|
2015
|
$
|
10,900
|
|
2016
|
7,500
|
|
|
2017
|
6,900
|
|
|
2018
|
5,100
|
|
|
2019
|
4,200
|
|
|
Thereafter
|
9,900
|
|
|
Total future minimum lease payments
|
$
|
44,500
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Energy &
Chemicals
|
|
Distribution &
Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales to external customers
|
$
|
388,018
|
|
|
$
|
578,806
|
|
|
$
|
226,128
|
|
|
$
|
—
|
|
|
$
|
1,192,952
|
|
Depreciation and amortization expense
|
9,649
|
|
|
16,749
|
|
|
13,842
|
|
|
2,936
|
|
|
43,176
|
|
|||||
Operating income (loss)
(1)
|
79,665
|
|
|
85,213
|
|
|
25,694
|
|
|
(52,415
|
)
|
|
138,157
|
|
|||||
Total assets
(2)
|
322,936
|
|
|
666,451
|
|
|
396,320
|
|
|
76,356
|
|
|
1,462,063
|
|
|||||
Capital expenditures
|
24,834
|
|
|
29,583
|
|
|
3,484
|
|
|
4,234
|
|
|
62,135
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
Energy &
Chemicals |
|
Distribution &
Storage |
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales to external customers
|
$
|
318,510
|
|
|
$
|
592,616
|
|
|
$
|
266,312
|
|
|
$
|
—
|
|
|
$
|
1,177,438
|
|
Depreciation and amortization expense
|
8,564
|
|
|
15,237
|
|
|
14,618
|
|
|
1,970
|
|
|
40,389
|
|
|||||
Operating income (loss)
|
59,671
|
|
|
93,560
|
|
|
33,039
|
|
|
(50,273
|
)
|
|
135,997
|
|
|||||
Total assets
(2)
|
277,760
|
|
|
676,484
|
|
|
431,763
|
|
|
75,623
|
|
|
1,461,630
|
|
|||||
Capital expenditures
|
34,194
|
|
|
32,039
|
|
|
3,370
|
|
|
2,982
|
|
|
72,585
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
Energy &
Chemicals |
|
Distribution &
Storage |
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Sales to 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
(2)
|
203,044
|
|
|
607,252
|
|
|
447,792
|
|
|
69,753
|
|
|
1,327,841
|
|
|||||
Capital expenditures
|
9,519
|
|
|
30,048
|
|
|
2,717
|
|
|
1,401
|
|
|
43,685
|
|
(1)
|
The BioMedical segment’s operating income included recovery of
$5,003
increasing operating income for the year ended December 31, 2014 from an escrow settlement for alleged breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012.
|
(2)
|
Corporate assets consist primarily of cash, cash equivalents and deferred income taxes.
|
|
Energy &
Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||||
Balance at January 1, 2013
|
$
|
83,215
|
|
|
$
|
158,789
|
|
|
$
|
156,937
|
|
|
$
|
398,941
|
|
Foreign currency translation adjustments and other
|
—
|
|
|
957
|
|
|
(1,301
|
)
|
|
(344
|
)
|
||||
Goodwill acquired during the year
|
—
|
|
|
308
|
|
|
—
|
|
|
308
|
|
||||
Balance at December 31, 2013
|
83,215
|
|
|
160,054
|
|
|
155,636
|
|
|
398,905
|
|
||||
Foreign currency translation adjustments and other
|
130
|
|
|
(2,806
|
)
|
|
—
|
|
|
(2,676
|
)
|
||||
Goodwill acquired during the year
|
9,293
|
|
|
—
|
|
|
—
|
|
|
9,293
|
|
||||
Balance at December 31, 2014
|
$
|
92,638
|
|
|
$
|
157,248
|
|
|
$
|
155,636
|
|
|
$
|
405,522
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Energy & Chemicals
|
|
|
|
|
|
||||||
Natural gas processing (including petrochemical) applications
|
$
|
208,706
|
|
|
$
|
175,397
|
|
|
$
|
236,912
|
|
Liquefied natural gas applications
|
143,870
|
|
|
114,567
|
|
|
55,625
|
|
|||
Industrial gas applications
|
35,442
|
|
|
28,546
|
|
|
31,139
|
|
|||
Energy & Chemicals Total
|
388,018
|
|
|
318,510
|
|
|
323,676
|
|
|||
Distribution & Storage
|
|
|
|
|
|
||||||
Bulk industrial gas applications
|
204,214
|
|
|
241,291
|
|
|
219,189
|
|
|||
Packaged gas industrial applications
|
164,966
|
|
|
158,293
|
|
|
149,156
|
|
|||
Liquefied natural gas applications
|
209,626
|
|
|
193,032
|
|
|
107,231
|
|
|||
Distribution & Storage Total
|
578,806
|
|
|
592,616
|
|
|
475,576
|
|
|||
BioMedical
|
|
|
|
|
|
||||||
Respiratory therapy
|
141,273
|
|
|
175,233
|
|
|
143,878
|
|
|||
Life sciences
|
65,948
|
|
|
61,493
|
|
|
64,449
|
|
|||
Commercial oxygen generation
|
18,907
|
|
|
29,586
|
|
|
6,573
|
|
|||
BioMedical Total
|
226,128
|
|
|
266,312
|
|
|
214,900
|
|
|||
Total
|
$
|
1,192,952
|
|
|
$
|
1,177,438
|
|
|
$
|
1,014,152
|
|
|
Sales for the Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
560,846
|
|
|
$
|
479,067
|
|
|
$
|
438,294
|
|
Foreign
|
|
|
|
|
|
||||||
China
|
188,047
|
|
|
231,143
|
|
|
149,010
|
|
|||
Other foreign countries
|
444,059
|
|
|
467,228
|
|
|
426,848
|
|
|||
Total Foreign
|
$
|
632,106
|
|
|
$
|
698,371
|
|
|
$
|
575,858
|
|
Total
|
$
|
1,192,952
|
|
|
$
|
1,177,438
|
|
|
$
|
1,014,152
|
|
|
Property, plant and equipment, net as of December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
163,425
|
|
|
$
|
146,610
|
|
|
$
|
98,425
|
|
Foreign
|
|
|
|
|
|
||||||
Czech Republic
|
22,511
|
|
|
23,623
|
|
|
21,559
|
|
|||
China
|
57,580
|
|
|
38,569
|
|
|
34,158
|
|
|||
Germany
|
13,495
|
|
|
14,618
|
|
|
14,402
|
|
|||
Other foreign countries
|
634
|
|
|
785
|
|
|
1,232
|
|
|||
Total Foreign
|
$
|
94,220
|
|
|
$
|
77,595
|
|
|
$
|
71,351
|
|
Total
|
$
|
257,645
|
|
|
$
|
224,205
|
|
|
$
|
169,776
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Sales
|
$
|
266,240
|
|
|
$
|
306,810
|
|
|
$
|
293,841
|
|
|
$
|
326,061
|
|
|
$
|
1,192,952
|
|
Gross profit
|
77,546
|
|
|
92,181
|
|
|
91,233
|
|
|
96,894
|
|
|
357,854
|
|
|||||
Operating income
(1)
|
22,146
|
|
|
34,044
|
|
|
40,355
|
|
|
41,612
|
|
|
138,157
|
|
|||||
Net income
|
12,339
|
|
|
20,371
|
|
|
23,152
|
|
|
27,210
|
|
|
83,072
|
|
|||||
Net income attributable to Chart Industries, Inc.
|
11,997
|
|
|
20,069
|
|
|
22,851
|
|
|
26,947
|
|
|
81,864
|
|
|||||
Net income attributable to Chart Industries, Inc. per share—basic
(2)
|
$
|
0.40
|
|
|
$
|
0.66
|
|
|
$
|
0.75
|
|
|
$
|
0.89
|
|
|
$
|
2.69
|
|
Net income attributable to Chart Industries, Inc. per share—diluted
(2)
|
$
|
0.38
|
|
|
$
|
0.65
|
|
|
$
|
0.74
|
|
|
$
|
0.88
|
|
|
$
|
2.67
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Sales
(3)
|
$
|
273,648
|
|
|
$
|
298,266
|
|
|
$
|
301,757
|
|
|
$
|
303,767
|
|
|
$
|
1,177,438
|
|
Gross profit
|
79,450
|
|
|
89,806
|
|
|
88,645
|
|
|
93,822
|
|
|
351,723
|
|
|||||
Operating income
|
27,351
|
|
|
32,979
|
|
|
35,886
|
|
|
39,781
|
|
|
135,997
|
|
|||||
Net income
|
16,108
|
|
|
20,603
|
|
|
24,847
|
|
|
25,804
|
|
|
87,362
|
|
|||||
Net income attributable to Chart Industries, Inc.
|
15,535
|
|
|
20,000
|
|
|
24,445
|
|
|
23,196
|
|
|
83,176
|
|
|||||
Net income attributable to Chart Industries, Inc. per share—basic
|
$
|
0.52
|
|
|
$
|
0.66
|
|
|
$
|
0.81
|
|
|
$
|
0.76
|
|
|
$
|
2.75
|
|
Net income attributable to Chart Industries, Inc. per share—diluted
|
$
|
0.51
|
|
|
$
|
0.64
|
|
|
$
|
0.74
|
|
|
$
|
0.71
|
|
|
$
|
2.60
|
|
(1)
|
Includes recovery of
$5,003
increasing operating income during the fourth quarter of 2014 from an escrow settlement for alleged breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012.
|
(2)
|
Basic and diluted earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted earnings per share may not equal reported annual basic and diluted earnings per share.
|
(3)
|
During the first and second quarters of 2013, AirSep added sales of
$27,014
and
$29,855
, respectively. During the third quarter of 2013, incremental sales related to AirSep were
$14,174
.
|
|
|
|
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, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
5,654
|
|
|
$
|
1,505
|
|
|
$
|
—
|
|
(1)
|
|
$
|
(633
|
)
|
(2)
|
|
$
|
(51
|
)
|
|
$
|
6,475
|
|
Allowance for obsolete and excess inventory
|
6,556
|
|
|
4,087
|
|
|
—
|
|
(1)
|
|
(5,158
|
)
|
(3)
|
|
(252
|
)
|
|
5,233
|
|
||||||
Deferred tax assets valuation allowance
|
1,250
|
|
|
1,089
|
|
|
—
|
|
|
|
(290
|
)
|
(4)
|
|
(67
|
)
|
|
1,982
|
|
||||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
4,080
|
|
|
$
|
2,447
|
|
|
$
|
199
|
|
(1)
|
|
$
|
(1,149
|
)
|
(2)
|
|
$
|
77
|
|
|
$
|
5,654
|
|
Allowance for obsolete and excess inventory
|
4,078
|
|
|
2,010
|
|
|
675
|
|
(1)
|
|
(313
|
)
|
(3)
|
|
106
|
|
|
6,556
|
|
||||||
Deferred tax assets valuation allowance
|
1,766
|
|
|
339
|
|
|
—
|
|
|
|
(879
|
)
|
(4)
|
|
24
|
|
|
1,250
|
|
||||||
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
|
|
|
|
(2,732
|
)
|
(3)
|
|
27
|
|
|
4,078
|
|
||||||
Deferred tax assets valuation allowance
|
1,869
|
|
|
1,251
|
|
|
—
|
|
|
|
(1,362
|
)
|
(4)
|
|
8
|
|
|
1,766
|
|
(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.
|
(4)
|
Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance.
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
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 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)).*
|
|
|
|
10.2.2
|
|
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)).*
|
|
|
|
10.2.3
|
|
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)).*
|
|
|
|
10.2.4
|
|
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)).*
|
|
|
|
10.2.5
|
|
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)).*
|
|
|
|
10.2.6
|
|
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 (2012 and 2013 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (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 (incorporated by reference to Exhibit 10.3.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-11442)).*
|
|
|
|
10.3.12
|
|
Form of Performance Unit Agreement (2013 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-11442)).*
|
|
|
|
10.3.13
|
|
Form of Nonqualified Stock Option Agreement (2014 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-11442)).*
|
|
|
|
10.3.14
|
|
Form of Performance Unit Agreement (2014 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-11442)).*
|
|
|
|
10.3.15
|
|
Form of Leveraged Restricted Share Unit Agreement (2014 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (incorporated by reference to Exhibit 10.3.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-11442)).*
|
|
|
|
10.3.16
|
|
Form of Nonqualified Stock Option Agreement (2015 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan.* (x)
|
|
|
|
10.3.17
|
|
Form of Performance Unit Agreement (2015 grants) under the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan.* (x)
|
|
|
|
10.3.18
|
|
Form of Restricted Stock Unit Agreement (2015 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
|
|
Second Amended and Restated Credit Agreement, dated October 29, 2014, among Chart Industries, Inc., Chart Industries Luxembourg S.à r.l., Chart Asia Investment Company Limited, 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 Current Report on Form 8-K, filed with the SEC on November 3, 2014 (File No. 001-11442)).
|
|
|
|
10.7
|
|
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)).*
|
|
|
|
10.7.1
|
|
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)).*
|
|
|
|
10.7.2
|
|
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)).*
|
|
|
|
10.7.3
|
|
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)). *
|
10.7.4
|
|
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)). *
|
|
|
|
10.7.5
|
|
Amendment No. 5, dated January 1, 2014, 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 6, 2014 (File No. 001-11442)). *
|
|
|
|
10.8
|
|
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)).*
|
|
|
|
10.8.1
|
|
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)).*
|
|
|
|
10.8.2
|
|
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)).*
|
10.8.3
|
|
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)).*
|
|
|
|
10.8.4
|
|
Amendment No. 4, dated January 1, 2014, 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 6, 2014 (File No. 001-11442)).*
|
|
|
|
10.9
|
|
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)).*
|
|
|
|
10.9.1
|
|
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)).*
|
|
|
|
10.9.2
|
|
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)).*
|
10.9.3
|
|
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)).*
|
|
|
|
10.9.4
|
|
Amendment No. 4, dated January 1, 2014, 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 6, 2014 (File No. 001-11442)).*
|
|
|
|
10.10
|
|
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)).*
|
|
|
10.10.1
|
|
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)).*
|
|
|
|
10.10.2
|
|
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)).*
|
|
|
|
10.10.3
|
|
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)).*
|
|
|
|
10.10.4
|
|
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)).*
|
|
|
|
10.10.5
|
|
Amendment No. 5, dated January 1, 2014, 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 6, 2014 (File No. 001-11442)).*
|
|
|
|
10.11
|
|
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)).
|
|
|
|
10.12
|
|
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 (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-11442)).
|
|
|
|
10.13
|
|
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)).
|
|
|
|
10.13.1
|
|
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)).
|
|
|
|
10.13.2
|
|
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)).
|
|
|
|
10.13.3
|
|
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)).
|
|
|
|
10.13.4
|
|
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)).
|
|
|
|
10.13.5
|
|
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)).
|
|
|
|
10.14
|
|
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)).
|
|
|
|
10.14.1
|
|
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)).
|
|
|
|
10.15
|
|
Chart Industries, Inc. Cash Incentive Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed with the SEC on April 8, 2014 (File No. 001-11442)).*
|
|
|
|
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.
|
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 after either (i) attaining age 60 and completing 10 years of service with such entities or (ii) attaining age 65.
|
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.
|
the fifth anniversary of the Participant’s termination of Employment due to Retirement;
|
iv.
|
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
|
v.
|
ninety (90) days following the date of the Participant’s termination of Employment for reasons other than the reasons described in Section 5(a)(ii), 5(a)(iii) and 5(a)(iv) 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 Company at its principal office;
provided
that
, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by full payment of the Option Price. Payment of the Option Price may be made at the election of the Participant: (w) in cash or its equivalent (e.g., by check); (x) to the extent permitted by the Committee, in Shares having a Fair Market Value as of the payment date equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements imposed by the Committee, provided that such Shares have been held by the Participant for more than six months (or such other period as established from time to time by the Committee); (y) partially in cash and, to the extent permitted by the Committee, partially in such Shares; or (z) if there is a public market for the Shares on the payment date, subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid the full Option Price for such Shares and, if applicable, satisfied any other requirements imposed by the Committee.
|
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
|
Participant
|
Chart Industries, Inc.
|
|
|
________________________________
|
By:
|
|
|
Print Name:_________________
|
Its:
Vice President, Human Resources
|
|
|
|
|
Date:_______________________
|
Date:
|
|
|
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 termination of Employment with the Company, its Subsidiaries and its Affiliates after either (i) attaining age 60 and completing 10 years of service with such entities or (ii) attaining age 65.
|
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
|
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.
|
Grantee
|
Chart Industries, Inc.
|
|
|
________________________________
|
By:
|
|
|
Print Name:_________________
|
Its:
Vice President, Human Resources
|
|
|
|
|
Date:_______________________
|
Date:
|
|
|
(Operating Income) X (1 minus the Company’s Effective Tax Rate)
|
Average Capital
#
of last 2 years
|
•
|
“
Operating Income
” is the sum of the last twelve months of Total Sales less Cost of Sales and Operating Expenses (excluding nonrecurring items, such as impairment charges and unusual loss or gain on disposal of assets);
|
•
|
“
Noncontrolling Interest
” is, with respect to subsidiaries of the Company that are not fully owned by the Company, the portion of the equity of such subsidiaries that is not owned by the Company;
|
•
|
“
ST Debt
” is d
ebt that is due within one year
;
|
•
|
“
LT Debt
” is d
ebt that is due longer than one year; and
|
•
|
“
Cash
” is cash and cash equivalents.
|
a.
|
Based on the Company’s Average Annual ROI during the Performance Period, determine the percentage of Earned Performance Units (the “
Earned Percentage
”) as provided as follows:
|
b.
|
Determine the number of Earned Performance Units as follows:
|
(a)
|
“
Change in Control
” means a change in control that is both a Change in Control as defined in Section 12.1 of the Plan and a “change in control event" (as defined in Treasury Regulation Section 1.409A-3(i)(5)(i)) for purposes of Section 409A of the Code.
|
(b)
|
“
Disability
” or variations thereof 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. Notwithstanding the foregoing, a Grantee will not be considered “Disabled” with respect to this Agreement unless his or her disability satisfies the requirements set forth in Section 409A of the Code.
|
(c)
|
“
Retirement
” or variations thereof means, with respect to the Grantee, a voluntary termination of Employment with the Company, its Subsidiaries and its Affiliates, either (i) after attaining age 60 and completing 10 years of service with such entities or (ii) after attaining age 65.
|
(a)
|
Service-Based
. Subject to the Grantee’s continued Employment with the Company or its Affiliates
as of such dates (except as otherwise provided herein with respect to death, Disability, Retirement or a Change in Control), the RSUs, together with any dividend equivalents credited pursuant to Section 7(b) below, shall Vest with respect to thirty-three and one-third percent (33 1/3%) of the Shares covered by the Award on each of the first (the “
First Vesting Date
”), second (the “
Second Vesting Date
”), and third (the “
Third Vesting Date
”) anniversaries of the Grant Date (each, a “
Vesting Date
”).
|
(b)
|
Retirement
. If the Grantee’s Employment terminates as a result of Retirement, the vesting provisions set forth in Sections 4(a) and 24 of this Agreement shall continue to apply, but without giving effect to any requirement of continuous Employment.
|
(c)
|
Death or Disability
. If the Grantee dies or the Grantee becomes Disabled, the RSUs together with any dividend equivalents credited pursuant to Section 7(b) below, shall, to the extent not then Vested and not previously forfeited, immediately become fully Vested as of the date of the Grantee’s death or Disability.
|
(d)
|
Change in Control
. In the event of a Change in Control of the Company, subject to the Grantee’s continuous Employment from the Grant Date through the date of the Change in Control, the RSUs, together with any dividend
|
(a)
|
Voting Rights
. The Grantee will not have any Stockholder rights, including voting rights, with respect to the RSUs unless and until Shares have actually been issued to the Grantee.
|
(b)
|
Dividend Equivalents
. If on any date prior to a Payment Date the Company shall pay any cash dividend on the Shares (with a record date after the Grant Date), then the Company shall credit on the books and records of the Company and the Grantee shall be entitled to receive, on the Payment Date, a number of Shares (rounded down to the next whole Share) equal to: (a) the aggregate number of RSUs credited to the Grantee as of the related dividend record date, multiplied by (b) the per Share amount of such cash dividend and divided by (c) the Fair Market Value of a Share on the dividend record date. In the case of any dividend declared on Shares (with a record date after the Grant Date) that is payable in the form of Shares, the Company shall credit to the Grantee’s bookkeeping account and the Grantee shall be granted, as of the Payment Date, a number of additional Shares (rounded down to the next whole Share) equal to: (x) the aggregate number of RSUs credited to the Grantee as of the related dividend record date, multiplied by (y) the number of Shares (including any fraction thereof) payable as a dividend on a Share.
|
Grantee
|
Chart Industries, Inc.
|
|
|
________________________________
|
By:
|
|
|
Print Name:_________________
|
Its:
Vice President, Human Resources
|
|
|
|
|
Date:_______________________
|
Date:
|
|
|
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 (Chengdu) Co., Ltd.
|
China
|
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 D&S India Private Limited
|
India
|
Chart Energy and Chemicals, Inc.
|
Delaware
|
Chart Energy and Chemicals Wuxi Co., Ltd.
|
China
|
Chart Ferox, a.s.
|
Czech Republic
|
Chart France
|
France
|
Chart Germany GmbH
|
Germany
|
Chart Inc.
|
Delaware
|
Chart Industries Luxembourg S.à r.l.
|
Luxembourg
|
Chart Industries (Malaysia) Sdn Bhd
|
Malaysia
|
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
|
Flow Instruments & Engineering GmbH
|
Germany
|
GOFA Gocher Fahrzeugbau GmbH
|
Germany
|
GOFA Grundstücksgesellschaft mbH
|
Germany
|
GTC of Clarksville, LLC
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Delaware
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Nanjing New Metallurgy Electric Engineering Co., Ltd.**
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China
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*50% of equity interests owned indirectly by the Company.
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**80% of equity interests owned indirectly by the Company.
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(1)
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Registration Statement (Form S-3 No. 333-175837) of Chart Industries, Inc.,
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(2)
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Registration Statement (Form S-8 No. 333-162740) pertaining to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan,
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(3)
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Registration Statement (Form S-8 No. 333-138682) pertaining to the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, and
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(4)
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Registration Statement (Form S-8 No. 333-183031) pertaining to the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan
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/S/ ERNST & YOUNG LLP
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1.
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I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Samuel F. Thomas
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Samuel F. Thomas
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Chairman of the Board, Chief Executive Officer and President
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1.
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I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.;
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2.
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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;
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3.
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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;
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4.
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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)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Michael F. Biehl
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Michael F. Biehl
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Executive Vice President and Chief Financial Officer
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a.
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The Annual Report on Form 10-K for the period ended
December 31, 2014
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
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b.
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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.
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/s/ Samuel F. Thomas
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Samuel F. Thomas
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Chairman of the Board, Chief Executive Officer and President
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a.
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The Annual Report on Form 10-K for the period ended
December 31, 2014
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
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b.
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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.
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/s/ Michael F. Biehl
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Michael F. Biehl
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Executive Vice President and Chief Financial Officer
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