Chart Industries Inc 10-k (annual Reports) 2009-02-25

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 10-K x

®

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-11442

CHART INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter)

Delaware

34-1712937

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio

44125-5370

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (440) 753-1490 Securities registered pursuant to Section 12(b) of the Act: Title of Each C lass

Nam e of Each Exch an ge on W h ich Re giste re d

Common Stock, par value $0.01 The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ®

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

No x

Yes ®

No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ® Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “ large accelerated filer,” “ accelerated filer” and “ smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer

x

Non-accelerated filer

®

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ®

Accelerated filer

®

Smaller reporting company

®

No x

T he aggregate market value of the voting common equity held by non-affiliates computed by reference to the price of $48.64 per share at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,365,225,769. As of February 15, 2009, there were 28,403,391 outstanding shares of the Company’s common stock, par value $0.01 per share. Docu m e n ts In corporate d by Re fe re n ce P ortions of the following document are incorporated by reference into Part III of this Annual Report on Form 10-K: the definitive P roxy Statement to be used in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 19, 2009 (the “ 2009 P roxy Statement”). Except as otherwise stated, the information contained in this Annual Report on Form 10-K is as of December 31, 2008.

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PART I Item 1.

Business. THE COMPANY

Overview Chart Industries, Inc. (the “Company,” “Chart” or “we”) is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, based on our sales and the estimated sales of our competitors. We supply engineered equipment used throughout the global liquid gas supply chain. The largest portion of end-use applications for our products is energy-related, accounting for approximately 62% of sales and 56% of orders in 2008, and 82% of backlog at December 31, 2008. We are a leading manufacturer of standard and engineered equipment primarily used for low-temperature and cryogenic applications. We have developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The majority of our products, including vacuum insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid gas supply chain for the purification, liquefaction, distribution, storage and end-use of hydrocarbon and industrial gases. Our primary customers are large, multinational producers and distributors of hydrocarbon and industrial gases and their suppliers. We sell our products and services to more than 2,000 customers worldwide. We have developed long-standing relationships with leading companies in the gas production, gas distribution, gas processing, liquefied natural gas or LNG, chemical and industrial gas industries, including Air Products, Praxair, Airgas, Air Liquide, The Linde Group or Linde, JGC Corporation or JGC, Bechtel Corporation, Jacobs Engineering Group, Inc. or Jacobs, ExxonMobil, British Petroleum or BP, ConocoPhillips, Saudi Aramco, Shaw Stone & Webster, ABB Lummus, Uhde, CTCI Corporation or CTCI, Toyo, Samsung, Technip, Daelim, and Energy World Corporation or EWC, many of whom have been purchasing our products for over 20 years. We have attained this position by capitalizing on our low-cost global manufacturing footprint, technical expertise and know-how, broad product offering, reputation for quality, and by focusing on attractive, growing markets. We have an established sales and customer support presence across the globe and low cost manufacturing operations in the United States, Central Europe and China. For the years ended December 31, 2008, 2007, and 2006, we generated sales of $744.3 million, $666.4 million, and $537.5 million, respectively. The following charts show the proportion of our revenues generated by each operating segment as well as our estimate of the proportion of revenue generated by end-user for the year ended December 31, 2008. LOGO

LOGO

Segments and Products We operate in three segments: (i) Energy & Chemicals or E&C, (ii) Distribution and Storage or D&S and (iii) BioMedical. While each segment manufactures and markets different cryogenic equipment and systems to distinct end-users, they all share a reliance on our heat transfer and low temperature storage know-how and expertise. The E&C and D&S segments manufacture products used primarily in energyrelated and general 2

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industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. Through our BioMedical segment, we supply cryogenic equipment used in the storage and distribution of biological materials and oxygen, used primarily in the medical, biological research and animal breeding industries. Further information about these segments is located in Note K to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Energy and Chemicals Segment Our principal products within the E&C segment, which accounted for 42% of sales for the year ended December 31, 2008, are focused on engineered equipment and systems for the energy and chemicals markets, primarily heat exchangers, Core-in-Kettles®, cold boxes, process systems and LNG vacuum insulated pipe. These products are used by major natural gas, petrochemical processing and industrial gas companies in the production of their products. Our products in the E&C segment include the following: Heat Exchangers and Core-in-Kettles® We are a leading designer and manufacturer of cryogenic brazed aluminum and air cooled heat exchangers. Using technology pioneered by us, our brazed aluminum heat exchangers are incorporated into cold boxes to facilitate the progressive cooling and liquefaction of air or hydrocarbon mixtures for the subsequent recovery or purification of component gases. In hydrocarbon processing industries, our brazed aluminum heat exchangers allow producers to obtain purified hydrocarbon by-products, such as methane, ethane, propane and ethylene, which are commercially marketable for various industrial or residential uses. In the industrial gas market, our brazed aluminum heat exchangers are used to obtain high purity atmospheric gases, such as oxygen, nitrogen and argon, which have numerous diverse industrial applications. Our air cooled heat exchangers are used in multiple markets to cool fluids to allow for further processing or to provide condensing of fluids, including the hydrocarbon, petrochemical, natural gas processing, and power generation. Our compact Core-in-Kettle® heat exchangers are designed to replace shell-and-tube exchangers, offering significantly more heat transfer surface per unit volume and greatly improving the efficiency of chillers, vaporizers, reboilers and condensers in hydrocarbon applications including ethylene, propylene and LNG. Brazed aluminum and air cooled heat exchangers are engineered to the customer’s requirements and range in price from $20,000 to $2.5 million or more depending on the scope and complexity of the project. The heat exchanger markets have seen significant demand over the last few years, resulting primarily from increased activity in the LNG and natural gas segments of the hydrocarbon processing market as well as the Asian industrial gas market. Other key global drivers involve developing Gas to Liquids or GTL and clean coal processes including Coal to Liquids or CTL and Integrated Gasification and Combined Cycle or IGCC power projects. In the future, management believes that continuing efforts by petroleum producing countries to better utilize stranded natural gas and previously flared gases, as well as efforts to broaden their industrial base, and the developing clean coal initiatives globally present a promising source of demand for our heat exchangers and cold box systems. In addition, demand for heat exchangers and cold boxes in developed countries is expected to continue as firms upgrade their facilities for greater efficiency and regulatory compliance. Our principal competitors for brazed aluminum heat exchangers are Linde, Sumitomo, Kobe and Nordon, and we face competition from a variety of competitors for air cooled heat exchangers. Management believes that we are the only producer of large brazed aluminum heat exchangers in the United States and that we are a leader in the global cryogenic heat exchanger market. Major customers for our heat exchangers in the industrial gas market include Air Liquide, Air Products and Praxair. In the hydrocarbon processing market, major customers and end-users include BP, ExxonMobil, Saudi Aramco, ConocoPhillips and contractors such as JGC, Bechtel, Jacobs, Kellogg Brown Root or KBR, Technip, ABB Lummus, Toyo, Shaw Stone and Webster and Samsung. 3

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Cold Boxes We are a leading designer and fabricator of cold boxes. Cold boxes are highly engineered systems used to significantly reduce the temperature of gas mixtures to the point where component gases liquefy and can be separated and purified for further use in multiple industrial, scientific and commercial applications. In the hydrocarbon processing market, our cold box systems are used in natural gas processing and in the petrochemical industry. In the industrial gas market, cold boxes are used to separate air into its major atmospheric components, including nitrogen, oxygen and argon, where the gases are used in a diverse range of applications such as metal production and heat treating, enhanced oil and gas production, chemical and oil refining, the quick-freezing of food, wastewater treatment and industrial welding. The construction of a cold box generally consists of one or more brazed aluminum heat exchangers and other equipment packaged in a “box” consisting of metal framing and a complex system of piping and valves. Cold boxes, which are designed and fabricated to order, sell in the price range of $1 million to $20 million, with the majority of cold boxes priced between $1 million and $5 million. We have a number of competitors for fabrication of cold boxes, including Linde, Air Products, Praxair, Air Liquide and many smaller fabrication-only facilities around the world. Principal customers and end-users for our cold boxes include Air Liquide, ABB Lummus, BP, Bechtel, Saudi Aramco, Jacobs, JGC, Technip, Toyo, Shaw Stone and Webster, Samsung and KBR. Process Systems We are a leading designer, engineer and manufacturer of highly engineered hydrocarbon process systems specifically for those markets requiring proprietary cryogenic technology. These “Concept-to-Reality” process systems incorporate many of our own core products, including brazed aluminum heat exchangers, Core-in-Kettles®, cold boxes, vessels, pipe work and air cooled heat exchangers. These systems, which are custom engineered and manufactured to order, typically sell in the price range of $5 million to over $100 million, depending on the scope and complexity of the project, with the majority of the systems priced between $5 million and $60 million. Our principal markets include nitrogen rejection or NRU, propane dehydrogenation or PDH, HYCO/hydrogen recovery, LNG and RyanHolmes CO2 bulk removal technology for enhanced oil recovery and CO2 sequestration. We have a number of competitors for our process systems including Linde, Air Products, and other smaller engineering, procurement, construction, or EPC, firms to whom we also act as a supplier of equipment including heat exchangers and cold boxes. Principal customers and end-users for our process systems include Energy World Corporation, ABB Lummus, ExxonMobil, Jacobs, Shaw Stone and Webster, CTCI, Samsung, Uhde and KBR. LNG Vacuum Insulated Pipe This product line consists of vacuum insulated pipe, or VIP, used for LNG transportation within both export and import terminals. This is expected to be a long-term growth market despite the current global economic crisis as new LNG infrastructure is added around the world. LNG VIP is fabricated to order with projects varying in size from $500,000 to $25 million. Our competitors in the LNG VIP market include Technip and ITP. In general, our customers are the major EPC firms, such as Technip and Bechtel. LNG VIP competes directly with mechanically insulated pipe which takes longer to install and requires higher maintenance over its life. 4

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Distribution and Storage Segment Through our D&S segment, which accounted for 45% of our sales for the year ended December 31, 2008, we are a leading supplier of cryogenic equipment to the global bulk and packaged industrial gas markets. Demand for the products supplied by this segment is driven primarily by the significant installed base of users of cryogenic liquids as well as new applications and distribution technologies for cryogenic liquids. Our products span the entire spectrum of the industrial gas market from small customers requiring cryogenic packaged gases to large users requiring custom engineered cryogenic storage systems. Our products in the D&S segment include the following: Cryogenic Bulk Storage Systems We are a leading supplier of cryogenic bulk storage systems of various sizes ranging from 500 gallons to 180,000 gallons. Using sophisticated vacuum insulation systems placed between inner and outer vessels, these bulk storage systems are able to store and transport liquefied industrial gases and hydrocarbon gases at temperatures from -100° Fahrenheit to temperatures nearing absolute zero. End use customers for our cryogenic storage tanks include industrial gas producers and distributors, chemical producers, manufacturers of electrical components, health care organizations, food processors and businesses in the oil and natural gas industries. Prices for our cryogenic bulk storage systems range from $10,000 to $1 million. Global industrial gas producers and distributors, including Air Products, Air Liquide, Linde, Airgas, Praxair and Messer, are significant customers for our cryogenic bulk storage systems. On a worldwide basis, we compete primarily with Taylor-Wharton International or Taylor-Wharton in this product area. In the European and Asian markets, we compete with several suppliers owned by the global industrial gas producers as well as independent regional suppliers. Cryogenic Packaged Gas Systems We are a leading supplier of cryogenic packaged gas systems of various sizes ranging from 160 liters to 2,000 liters. Cryogenic liquid cylinders are used extensively in the packaged gas industry to allow smaller quantities of liquid to be easily delivered to the customers of industrial gas distributors on a full-for-empty or fill-on-site basis. Principal customers for our liquid cylinders are the same global industrial gas producers and the North American industrial gas distributors who purchase our cryogenic bulk storage systems. We compete on a worldwide basis primarily with Taylor-Wharton in this product area. We have developed two technologies in the packaged gas product area: ORCA Micro-Bulk systems and Tri-fecta® Laser Gas assist systems. ORCA Micro-Bulk systems bring the ease of use and distribution economics of bulk gas supply to customers formerly supplied by high pressure or cryogenic liquid cylinders. The ORCA Micro-Bulk system is the substantial market leader in this growing product line. The Tri-fecta® Laser Gas assist system was developed to meet the “assist gas” performance requirements for new high powered lasers being used in the metal fabrication industry. Cryogenic Systems and Components Our line of cryogenic components, including VIP, engineered bulk gas installations, specialty liquid nitrogen end-use equipment and cryogenic flow meters are recognized in the market for their reliability, quality and performance. These products are sold to industrial gas producers, as well as to a diverse group of distributors, resellers and end users. We compete with a number of suppliers of cryogenic systems and components, including Acme Cryogenics, Vacuum Barrier Corporation and others. LNG Applications We supply cryogenic solutions for the storage, distribution, vaporization, and application of LNG. LNG may be utilized as a primary source of heat or power at industrial or residential complexes located away from a natural gas pipeline. LNG may also be used for peak shaving or as a back up supply at remote locations. We refer to this as a Virtual Pipeline as the natural gas pipeline is replaced with cryogenic containers to deliver the gas to the end user. We supply cryogenic trailers, bulk storage tanks, tap-off facilities, and vaporization equipment 5

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specially configured for LNG into Virtual Pipeline applications. LNG may also be used as a fuel to power vehicles. LNG vehicle fueling applications consist of LNG and liquid/compressed natural gas refueling systems for centrally fueled fleets of vehicles powered by natural gas, such as fleets operated by metropolitan transportation authorities, refuse haulers and heavy-duty truck fleets. We sell LNG applications around the world from all D&S facilities to numerous end users, energy companies, and gas distributors. Competition for LNG applications is based primarily on product design, customer support and service, dependability and price. Our competitors tend to be regionally focused or product specific while Chart is able to supply a broad range of solutions required by LNG applications. Beverage Liquid CO2 Systems This product line consists primarily of vacuum insulated, bulk liquid CO2 containers used for beverage carbonation in restaurants, convenience stores and cinemas, in sizes ranging from 100 pounds to 750 pounds of liquid CO2 storage. We also manufacture and market noninsulated, bulk fountain syrup containers for side-by-side installation with our CO2 systems. Our beverage systems are sold to national restaurant chains, soft drink companies and CO2 distributors. Our primary competitors for our bulk liquid CO2 beverage delivery systems are Taylor-Wharton and other producers of high-pressure gaseous CO2 cylinders. Cryogenic Services We operate locations in the United States and Europe providing installation, service, repair and maintenance of cryogenic products including storage tanks, liquid cylinders, cryogenic trailers, cryogenic pumps, cryogenic flow meters and VIP. BioMedical Segment The BioMedical segment, which accounted for 13% of our sales for the year ended December 31, 2008, consists of various product lines built around our core competencies in cryogenics, but with a focus on the respiratory and biological users of the liquids and gases instead of the large producers and distributors of cryogenic liquids. Our products in the BioMedical segment include the following: Respiratory Products Our respiratory oxygen product line is comprised of a limited range of medical respiratory products, including liquid oxygen systems and ambulatory oxygen systems, both of which are used for the in-home supplemental oxygen treatment of patients with chronic obstructive pulmonary diseases, such as bronchitis, emphysema and asthma. Individuals for whom supplemental oxygen is prescribed generally receive an oxygen system from a home healthcare provider, medical equipment dealer, or gas supplier. The provider or physician usually selects which type of oxygen system to recommend to its customers: liquid oxygen systems, oxygen concentrators or high-pressure oxygen cylinders. Of these modalities, physicians generally believe that liquid oxygen offers greater long-term therapeutic benefits by providing the option of increased patient ambulation. Our primary competitor in the respiratory products line is the Puritan-Bennett brand product of Covidien AG, or Covidien. We believe that competition for liquid oxygen systems is based primarily upon product quality, performance, reliability, ease-of-service and price and we focus our marketing strategies on these considerations. Biological Storage Systems This product line consists of vacuum insulated containment vessels for the storage of biological materials. The primary markets for this product line include medical laboratories, biotech/pharmaceutical, research facilities, blood and tissue banks, veterinary laboratories, largescale repositories and artificial insemination, particularly in the beef and dairy industry. 6

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The significant competitors for biological storage systems include a few large companies worldwide, such as Taylor-Wharton, Air Liquide and Ind-Burma Petroleum Company, or IBP. These products are sold through multiple channels of distribution specifically applicable to each market sector. The distribution channels range from highly specialized cryogenic storage systems providers to general supply and catalogue distribution operations to breeding service providers. Historically, competition in this field has been focused on design, reliability and price. Alternatives to vacuum insulated containment vessels include mechanical, electrically powered refrigeration. MRI Components The basis of the MRI technique is that the magnetic properties of certain nuclei of the human body can be detected, measured and converted into images for analysis. MRI equipment uses high-strength magnetic fields, applied radio waves and high-speed computers to obtain cross-sectional images of the body. The major components of the MRI assembly are a series of concentric thermal shields and a supercooled electromagnet immersed in a liquid helium vessel, a cryostat, that maintains a constant, extremely low temperature (4 kelvin; -452° Fahrenheit) to achieve superconductivity. We manufacture large cryostats, various cryogenic interfaces, electrical feed-throughs and various other MRI components that are used to transfer power and/or cryogenic fluids from the exterior of the MRI unit to the various layers of the cryostat and superconducting magnet. We currently sell all of our MRI components to General Electric or GE, a leading worldwide manufacturer of MRI equipment. Engineering and Product Development Our engineering and product development activities are focused on developing new and improved solutions and equipment for the users of cryogenic liquids. Our engineering, technical and marketing employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Portions of our engineering expenditures typically are charged to customers, either as separate items or as components of product cost. Competition We believe we can compete effectively around the world and that we are a leading competitor in our markets. Competition is based primarily on performance and the ability to provide the design, engineering and manufacturing capabilities required in a timely and costefficient manner. Contracts are usually awarded on a competitive bid basis. Quality, technical expertise and timeliness of delivery are the principal competitive factors within the industry. Price and terms of sale are also important competitive factors. Because independent thirdparty prepared market share data is not available, it is difficult to know for certain our exact position in our markets, although we believe we rank among the leaders in each of the markets we serve. We base our statements about industry and market positions on our reviews of annual reports and published investor presentations of our competitors and augment this data with information received by marketing consultants conducting competition interviews and our sales force and field contacts. Marketing We market our products and services throughout the world primarily through direct sales personnel and through independent sales representatives and distributors. The technical and custom design nature of our products requires a professional, highly trained sales force. While each salesperson and sales representative is expected to develop a highly specialized knowledge of one product or group of products within one of our segments, each salesperson and certain sales representatives are able to sell many products from different segments to a single customer. We use independent sales representatives and distributors to market our products and services in certain foreign countries that we serve and in certain North American markets. These independent sales representatives supplement our direct sales force in dealing with language and cultural matters. Our domestic and foreign independent sales representatives earn commissions on sales, which vary by product type. 7

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Backlog The dollar amount of our backlog as of December 31, 2008, 2007 and 2006 was $398.8 million, $475.3 million and $319.2 million, respectively. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue under the percentage of completion method or based upon shipment. Backlog can be significantly affected by the timing of orders for large products, particularly in the E&C segment, and the amount of backlog at December 31, 2008 described above is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Orders included in our backlog may include customary cancellation provisions under which the customer could cancel all or part of the order at times potentially subject to the payment of certain costs and/or penalties. For further information about our backlog, including backlog by segment, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Customers We sell our products primarily to gas producers, distributors and end-users across the industrial gas, hydrocarbon and chemical processing industries in countries throughout the world. Sales to Air Liquide in 2008 and 2007 represented approximately 10% of our consolidated sales each year. No single customer exceeded 10% of consolidated sales in 2006. Sales to our top ten customers accounted for 48%, 45% and 42% of consolidated sales in 2008, 2007 and 2006, respectively. Our sales to particular customers fluctuate from period to period, but the global producers and distributors of hydrocarbon and industrial gases and their suppliers tend to be a consistently large source of revenue for us. Our supply contracts are generally contracts for “requirements” only. While our customers may be obligated to purchase a certain percentage of their supplies from us, there are generally no minimum requirements. Also, many of our contracts may be cancelled on as little as one month’s notice. To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition of customers to help ensure timely collections and to minimize losses. In addition, for certain domestic and foreign customers, particularly in the E&C segment, we require advance payments, letters of credit and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. We believe our relationships with our customers are generally good. Intellectual Property Although we have a number of patents, trademarks and licenses related to our business, no one of them or related group of them is considered by us to be of such importance that its expiration or termination would have a material adverse effect on our business. In general, we depend upon technological capabilities, manufacturing quality control and application of know-how, rather than patents or other proprietary rights, in the conduct of our business. Raw Materials and Suppliers We manufacture most of the products we sell. The raw materials used in manufacturing include aluminum products (including sheets, bars, plate and piping), stainless steel products (including sheets, plates, heads and piping), palladium oxide, carbon steel products (including sheets, plates and heads), 9% nickel steel products (including heads and plates), valves and gauges and fabricated metal components. Most raw materials are available from multiple sources of supply. We believe our relationships with our raw material suppliers and other vendors are generally good. During 2007 and the first part of 2008, the commodity metals we use experienced significant cost increases. We have generally been able to recover these cost increases through product price increases and surcharges in our contracts with customers. During the last three months of 2008, there has been a steady decline in these commodity costs, reversing some of the increases experienced the previous two years. Subject to certain risks related to our suppliers as discussed herein under Item 1A. “Risk Factors,” we foresee no acute shortages of any raw materials that would have a material adverse effect on our operations. 8

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Employees As of January 31, 2009, we had 2,945 employees, including 1,905 domestic employees and 1,040 international employees. These employees consisted of 973 salaried, 419 bargaining unit hourly and 1,553 non-bargaining unit hourly. We are a party to one collective bargaining agreement with the International Association of Machinists and Aerospace Workers covering 419 employees at our La Crosse, Wisconsin heat exchanger facility. In February 2007, we entered into a new three-year agreement to replace the previous agreement, which expired at that time. We have experienced a work stoppage in the recent past that had no material impact on the Company, and we continue to believe that our relationships with our employees are generally good. Environmental Matters Our operations have historically included and currently include the handling and use of hazardous and other regulated substances, such as various cleaning fluids used to remove grease from metal, that are subject to federal, state and local environmental laws and regulations. These regulations impose limitations on the discharge of pollutants into the soil, air and water, and establish standards for their handling, management, use, storage and disposal. We monitor and review our procedures and policies for compliance with environmental laws and regulations. Our management is familiar with these regulations, and supports an ongoing program to maintain our adherence to required standards. We are involved with environmental compliance, investigation, monitoring and remediation activities at certain of our owned or formerly owned manufacturing facilities and at one owned facility that is leased to a third party. We believe that we are currently in substantial compliance with all known environmental regulations. We accrue for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 14 years as ongoing costs of remediation programs. Although we believe we have adequately provided for the cost of all known environmental conditions, additional contamination or changes in regulatory posture could result in more costly remediation measures than budgeted, or those we believe are adequate or required by existing law. We believe that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. Available Information Additional information about the Company is available at http://www.chart-ind.com. On the Investor Relations page of the website, the public may obtain free copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable following the time that they are filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Additionally, the Company has posted its Code of Ethical Business Conduct and Officer Code of Ethics on its website, which are also available free of charge to any shareholder interested in obtaining a copy. This Form 10-K and reports filed with the SEC are also accessible through the SEC’s website at www.sec.gov. 9

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Item 1A.

Risk Factors.

Investing in our common stock involves substantial risk. You should carefully consider the risks described below as well as the other information contained in this Annual Report on Form 10-K in evaluating your investment in us. If any of the following risks actually occur, our business, financial condition, operating results or cash flows could be harmed materially. Additional risks, uncertainties and other factors that are not currently known to us or that we believe are not currently material may also adversely affect our business, financial condition, operating results or cash flows. In any of these cases, you may lose all or part of your investment in us. Risks Related to our Business The markets we serve are subject to cyclical demand, which could harm our business and make it difficult to project long-term performance. Demand for our products depends in large part upon the level of capital and maintenance expenditures by many of our customers and end users, in particular those customers in the global hydrocarbon and industrial gas markets. These customers’ expenditures historically have been cyclical in nature and vulnerable to economic downturns. Decreased capital and maintenance spending by these customers could have a material adverse effect on the demand for our products and our business, financial condition and results of operations. In addition, this historically cyclical demand limits our ability to make accurate long-term predictions about the performance of our company. For example, certain of our core businesses underperformed in the years prior to 2004 due to a general downturn in capital spending in the global and domestic industrial gas markets. While we experienced growth in demand from 2003 until 2008 in the global hydrocarbon and industrial gas markets, we have recently experienced a decline in orders and our businesses’ performance may be worse in the future. For example, we have recently experienced a decline in the receipt of large LNG liquefier and GTL projects and significant industrial projects resulting first from industry cost growth, constrained resources and local political uncertainty and more recently resulting from the uncertainty associated with the global credit crisis and economic downturn. The recent global economic and financial crisis has had and will continue to have a negative effect on our business, financial condition and results of operations. The recent global economic and financial market crisis has caused, among other things, a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and reduced corporate profits and capital spending, all of which has had and will continue to have a negative effect on our business, results of operations and financial condition. Demand for our products depends in large part upon the level of capital and maintenance expenditures by many of our customers and end users. The current economic conditions have reduced the willingness or ability of our customers and prospective customers to commit funds to purchase our products and services, and may reduce their ability to pay for our products and services after purchase, whether as a result of possible customer insolvencies or otherwise. Similarly, our suppliers may not be able to supply us with needed raw materials or components on a timely basis, may increase prices or go out of business, which could result in our inability to meet customer demand, fulfill our contractual obligations or affect our gross margins. See “— We depend on the availability of certain key supplies and services; if we experience difficulty with a supplier, we may have difficulty funding alternative sources of supply.” We cannot predict the timing or duration of the global economic crisis or the timing or strength of any subsequent economic recovery. If the economy or markets in which we operate experience continued weakness at current levels or deteriorate further, our business, financial condition and results of operations will be materially and adversely impacted. The loss of, or significant reduction or delay in, purchases by our largest customers could reduce our revenues and profitability. Sales to Air Liquide accounted for approximately 10% of our total sales for the year ended December 31, 2008 and a small number of customers has accounted for a substantial portion of our historical net sales. For example, sales to our top ten customers accounted for 48%, 45% and 42% of consolidated sales in 2008, 2007 10

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and 2006, respectively. We expect that a limited number of customers will continue to represent a substantial portion of our sales for the foreseeable future. While our sales to particular customers fluctuate from period to period, the global producers and distributors of hydrocarbon and industrial gases and their suppliers tend to be a consistently large source of revenue for us. The loss of any of our major customers or a decrease or delay in orders or anticipated spending by such customers could materially reduce our revenues and profitability. Our largest customers could also engage in business combinations, which could increase their size, reduce their demand for our products as they recognize synergies or rationalize assets and increase or decrease the portion of our total sales concentration to any single customer. For example, Linde and BOC engaged in a business combination in 2006 which reduced our sales concentration to these customers. Recent decreases in the market prices of oil and natural gas may decrease demand for some of our products and cause downward pressure on the prices we charge, which could materially and adversely affect our business, financial condition and results of operations. A significant amount of our sales are to customers in the energy production and supply industry. We estimate that 62% of our revenue for the year ended December 31, 2008 was generated by end-users in the energy industry. Accordingly, demand for a significant portion of our products depends upon the level of capital expenditure by companies in the oil and gas industry, which depends, in part, on energy prices. In recent years, the prices of oil and natural gas have been historically high, but since August 2008, the prices have declined significantly. The downturn in energy production activities and commodity prices has adversely affected the demand for some of our products and could continue to do so if there is a sustained decline in energy prices. In addition, there can be no assurance that the current level of energy prices will not decline further. Any significant decline in the capital expenditures of our customers, whether due to a decrease in the market price of energy or otherwise, may decrease demand for our products and cause downward pressure on the prices we charge. Accordingly, if the energy production and supply industry experiences continued weakness at current levels or deteriorates further, our business, financial condition and results of operations could be materially and adversely affected. Our backlog is subject to modification or termination of orders, which could negatively impact our sales. Our backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue. The dollar amount of backlog as of December 31, 2008 was $398.8 million. Our backlog can be significantly affected by the timing of orders for large products, particularly in our E&C segment, and the amount of our backlog at December 31, 2008 is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Although in the last few years the amount of modifications and terminations of our orders has not been material compared to our total contract volume and is partially offset by cancellation penalties, customers can, and sometimes do, terminate or modify these orders. We have experienced an increase in order cancellations since the onset of the global financial crisis in the fall of 2008. We cannot predict whether cancellations will accelerate or diminish in the future as the global financial crisis and economic downturn unfolds. Cancellations of purchase orders or reductions of product quantities in existing contracts could substantially and materially reduce our backlog and, consequently, our future sales. Our failure to replace canceled or reduced backlog could negatively impact our sales and results of operations. We depend on the availability of certain key supplies and services; if we experience difficulty with a supplier, we may have difficulty finding alternative sources of supply. The cost, quality and availability of raw materials and certain specialty metals used to manufacture our products are critical to our success. The materials and components we use to manufacture our products are sometimes custom made and may be available only from a few suppliers, and the lead times required to obtain these materials and components can often be significant. We rely on sole suppliers or a limited number of suppliers for some of these materials, including special grades of aluminum used in our brazed aluminum heat exchangers. While we have not historically encountered problems with availability, this does not mean that we 11

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will continue to have timely access to adequate supplies of essential materials and components in the future or that supplies of these materials and components will be available on satisfactory terms when needed. If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner or ship defective materials or components, we could experience a shortage or delay in supply, which would adversely affect our results of operations and negatively impact our cash flow and profitability. We may be unable to compete successfully in the highly competitive markets in which we operate. Although many of our products serve niche markets, a number of our direct and indirect competitors in these markets are major corporations, some of which have substantially greater technical, financial and marketing resources than we, and other competitors may enter these markets. Any increase in competition may cause us to lose market share or compel us to reduce prices to remain competitive, which could result in reduced sales and earnings. Companies, or their divisions, that operate in our industry include Air Products, Kobe, Linde, Nordon, Covidien, Sumitomo and Taylor-Wharton. Additionally, we compete with several suppliers owned by global industrial gas producers and many smaller fabrication-only facilities around the world. Increased competition with these companies could prevent the institution of price increases or could require price reductions or increased spending on research and development, and marketing and sales, any of which could materially reduce our revenues, profitability or both. Moreover, during an industry downturn, customers who typically outsource their need for cryogenic systems to us may use their excess capacity to produce such systems themselves. We also compete in the sale of a limited number of products with certain of our major customers. As a global business, we are exposed to economic, political and other risks in different countries which could materially reduce our revenues, profitability or cash flows, or materially increase our liabilities. Since we manufacture and sell our products worldwide, our business is subject to risks associated with doing business internationally. In 2008, 65% of our sales were made in international markets. Our future results could be harmed by a variety of factors, including: • • • • • • • • • • • • • • • • •

changes in foreign currency exchange rates; exchange controls and currency restrictions; changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets; civil unrest, turmoil or outbreak of disease in any of the countries in which we operate; tariffs, other trade protection measures and import or export licensing requirements; potentially negative consequences from changes in U.S. and international tax laws; difficulty in staffing and managing geographically widespread operations; differing labor regulations; requirements relating to withholding taxes on remittances and other payments by subsidiaries; different regulatory regimes controlling the protection of our intellectual property; restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; restrictions on our ability to repatriate dividends from our foreign subsidiaries; difficulty in collecting international accounts receivable; difficulty in enforcement of contractual obligations under non-U.S. law; transportation delays or interruptions; changes in regulatory requirements; and the burden of complying with multiple and potentially conflicting laws. 12

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Our international operations also expose us to different local political and business risks and challenges. For example, we are faced with potential difficulties in staffing and managing local operations and we have to design local solutions to manage credit and legal risks of local customers and distributors. In addition, because some of our international sales are to suppliers that perform work for foreign governments, we are subject to the political risks associated with foreign government projects. For example, certain foreign governments may require suppliers for a project to obtain products solely from local manufacturers or may prohibit the use of products manufactured in certain countries. International growth and expansion into emerging markets, such as China, Central and Eastern Europe, India and the Middle East, may cause us difficulty due to greater regulatory barriers than in the United States, the necessity of adapting to new regulatory systems, problems related to entering new markets with different economic, social and political systems, and significant competition from the primary participants in these markets, some of which may have substantially greater resources than us. Our international operations also depend upon favorable trade relations between the United States and those foreign countries in which our customers and suppliers have operations. A protectionist trade environment in either the United States or those foreign countries in which we do business or sell products, such as a change in the current tariff structures, export compliance, government subsidies or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets. Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not succeed in developing and implementing policies and strategies to counter the foregoing factors effectively in each location where we do business and the foregoing factors may cause a reduction in our revenues, profitability or cash flows, or cause an increase in our liabilities. If we are unable to effectively control our costs while maintaining our customer relationships and core resources, our business, results of operations and financial condition could be adversely affected. It is critical for us to appropriately align our cost structure with prevailing market conditions, to minimize the effect of economic downturns on our operations, and in particular, to continue to maintain our customer relationships, core resources and manufacturing capacity while protecting profitability and cash flow. If we are unable to align our cost structure in response to such downturns on a timely basis, or if such implementation has an adverse impact on our business or prospects, then our financial condition, results of operations and cash flows may be negatively affected. Conversely, adjusting our cost structure to fit economic downturn conditions may have a negative effect on us during an economic upturn or periods of increasing demand for our products. If we have too aggressively reduced our costs, we may not have sufficient engineering or manufacturing resources to capture new orders and meet customer demand. If, for example, during periods of escalating demand for our products, we were unable to add engineering, inventory and production capacity quickly enough to meet the needs of our customers, they may turn to other suppliers making it more difficult for us to retain their business. Similarly, if we are unable for any other reason to meet production or delivery schedules, particularly during a period of escalating demand, our relationships with our key customers could be adversely affected. If we are unable to effectively manage our resources and capacity to capitalize on periods of economic upturn, there could be a material adverse effect on our business, financial condition, results of operations and cash flows. If we are unable to successfully manage our planned operational expansions, it may place a significant strain on our management and administrative resources and lead to increased costs and reduced profitability. We expect to continue to expand our operations in the United States and abroad, particularly in China, the Middle East and the United States in markets where we perceive the opportunity for profitable expansion. Our ability to operate our business successfully and implement our strategies depends, in part, on our ability to 13

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allocate our resources optimally in each of our facilities in order to maintain efficient operations as we expand. Ineffective management of our growth could cause manufacturing inefficiencies, increase our operating costs, place significant strain on our management and administrative resources and prevent us from implementing our business plan. For example, we have invested or plan to invest approximately $15 million in new capital expenditures in the United States and China in 2009 and 2010 related to the expected growth of selective parts of Biomedical, E&C and D&S segments. If we fail to implement these capital projects in a timely and effective manner, we may lose the opportunity to obtain some customer orders. Even if we effectively implement these projects, the orders needed to support the capital expenditure may not be obtained, may be delayed, or may be less than expected, which may result in sales or profitability at lower levels than anticipated. For example, while we invested significantly in the expansion of our E&C segment in recent years, we experienced delay in some of the orders initially anticipated to support the cold box portion of that expansion, which resulted in the underutilization of some of our capacity. In addition, potential cost overruns, delays or unanticipated problems in any capital expansion could make the expansion more costly than originally predicted. If we lose our senior management or other key employees, our business may be adversely affected. Our ability to successfully operate and grow our business and implement our strategies is largely dependent on the efforts, abilities and services of our senior management and other key employees. Our future success will also depend on, among other factors, our ability to attract and retain qualified personnel, such as engineers and other skilled labor, either through direct hiring or the acquisition of other businesses employing such professionals. Our products, many of which are highly engineered, represent specialized applications of cryogenic or low temperature technologies and know-how, and many of the markets we serve represent niche markets for these specialized applications. Accordingly, we rely heavily on engineers, salespersons, business unit leaders, senior management and other key employees who have experience in these specialized applications and are knowledgeable about these niche markets, our products, and our company. Additionally, we may modify our management structure from time to time, as we did in 2007 in our E&C segment, which may create marketing, operational and other business risks. The loss of the services of these senior managers or other key employees, any modification of our management structure or the failure to attract or retain other qualified personnel could reduce the competitiveness of our business or otherwise impair our business prospects. Fluctuations in the prices and availability of raw materials and our exposure to fixed-price contracts including exposure to fixed pricing on long-term customer contracts, could negatively impact our financial results. The pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, increase the short-term or long-term costs of raw materials. The commodity metals we use, including aluminum and stainless steel, have experienced significant fluctuations in price in recent years. Prices rose quickly in the period prior to the present global economic downturn, and many prices have subsequently declined since the onset of the economic downturn. On average, over half of our cost of sales has historically been represented by the cost of commodities metals. We have generally been able to recover the cost increases through price increases to our customers; however, during periods of rising prices of raw materials, we may be unable to pass a portion of such increases on to our customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could result in lower revenues and profitability. 14

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In addition, a substantial portion of our sales has historically been derived from fixed-price contracts for large system projects, which may involve long-term fixed price commitments to customers. We have experienced difficulties in executing contracts of this kind. In the past, for example, we executed two large projects each involving over $30 million of revenue on which our margins deteriorated significantly. On one of these projects, we experienced significant cost overruns that resulted in significant project losses. The other project was disrupted by a storm and related damage, and the customer made the decision to repair the damage through costly purchases of new replacement materials and required us to share responsibility for these and other repairs. To the extent that any of our fixed-price contracts are delayed, our subcontractors fail to perform, contract counterparties successfully assert claims against us, the original cost estimates in these or other contracts prove to be inaccurate or the contracts do not permit us to pass increased costs on to our customers, profitability from a particular contract may decrease or project losses may be incurred, which, in turn, could decrease our revenues and overall profitability. The uncertainties associated with our fixed-price contracts make it more difficult to predict our future results and exacerbate the risk that our results will not match expectations, which has happened in the past. We may fail to successfully acquire or integrate companies that provide complementary products or technologies. A component of our business strategy is the acquisition of businesses that complement our existing products and services. Such a strategy involves the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities and potential profitability of acquisition candidates and in integrating the operations of acquired companies. In addition, any acquisitions of foreign business may increase our exposure to certain risks inherent in doing business outside the United States. From time to time, we may have acquisition discussions with potential target companies both domestically and internationally. If a large acquisition opportunity arises and we proceed, a substantial portion of our cash and surplus borrowing capacity could be used for the acquisition or we may seek additional debt or equity financing. Potential acquisition opportunities become available to us from time to time, and we engage periodically in discussions or negotiations relating to potential acquisitions, including acquisitions that may be material in size or scope to our business. Any acquisition may or may not occur and, if an acquisition does occur, it may not be successful in enhancing our business for one or more of the following reasons: • • • •

Any business acquired may not be integrated successfully and may not prove profitable; The price we pay for any business acquired may overstate the value of that business or otherwise be too high; We may fail to achieve acquisition synergies; or The focus on the integration of operations of acquired entities may divert management’s attention from the day-to-day operation of our businesses.

Inherent in any future acquisition is the risk of transitioning company cultures and facilities. The failure to efficiently and effectively achieve such transitions could increase our costs and decrease our profitability. We carry significant goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant charges to earnings in the future if impairment occurs. As of December 31, 2008, we had goodwill and indefinite-lived intangible assets of $296.1 million, which represented approximately 33% of our total assets. The value of these assets may increase in the future if we complete acquisitions as part of our overall business strategy. Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment annually on October 1st or more often if events or changes in 15

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circumstances indicate a potential impairment may exist. Factors that could indicate that our goodwill or indefinite-lived intangible assets are impaired include a decline in stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry. Our stock price has declined significantly since mid-2008, which increases the risk of goodwill impairment if the price of our stock does not recover. To test for impairment, a model to estimate the fair market value of our reporting segments has been developed. This fair market value model incorporates our estimates of future operating results and cash flows, estimates of allocations of certain assets and cash flows among reporting segments, estimates of future growth rates and our judgment regarding the applicable discount rates to use to discount those estimated operating results and cash flows. If an impairment is determined to exist, it may result in a significant non-recurring non-cash charge to earnings and lower shareholders’ equity. Fluctuations in exchange and interest rates may affect our operating results. Fluctuations in the value of the U.S. dollar may decrease our sales or earnings. Because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings. We also bid for certain foreign projects in U.S. dollars or euros. If the U.S. dollar or euro strengthens relative to the value of the local currency, we may be less competitive on those projects. In addition, our debt service requirements are primarily in U.S. dollars and a portion of our cash flow is generated in euros or other foreign currencies. Significant changes in the value of the foreign currencies relative to the U.S. dollar could limit our ability to meet interest and principal payments on our debt and impair our financial condition. In addition, fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to-period comparisons of our reported results of operations. For purposes of accounting, the assets and liabilities of our foreign operations, where the local currency is the functional currency, are translated using period-end exchange rates, and the revenues and expenses of our foreign operations are translated using average exchange rates during each period. In addition to currency translation risks, we incur currency transaction risk whenever we or one of our subsidiaries enters into either a purchase or a sales transaction using a currency other than the functional currency of the transacting entity. Given the volatility of exchange rates, we may not be able to effectively manage our currency and/or translation risks. Volatility in currency exchange rates may decrease our revenues and profitability and impair our financial condition. We have purchased and may continue to purchase foreign currency forward buy and sell contracts to manage the risk of adverse currency fluctuations and if the contracts are inconsistent with currency trends we could experience exposure related to foreign currency fluctuations. We may be required to make material expenditures in order to comply with environmental, health and safety laws, or incur additional liabilities under these laws. We are subject to numerous environmental, health and safety laws and regulations that impose various environmental controls on us or otherwise relate to environmental protection and various health and safety matters, including the discharge of pollutants in the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous materials and wastes, the investigation and remediation of soil and groundwater affected by hazardous substances and the requirement to obtain and maintain permits and licenses. These laws and regulations often impose strict, retroactive and joint and several liability for the costs of, and damages resulting from, cleaning up our, or our predecessors’, past or present facilities and third party disposal sites. Compliance with these laws generally increases the costs of transportation and storage of raw materials and finished products, as well as the costs of storing and disposing waste, and could decrease our liquidity and profitability and increase our liabilities. Health and safety and other laws in the jurisdictions in which we operate impose various requirements on us including state licensing requirements that may benefit our customers. If we are found to have violated any of these laws, we may become subject to corrective action orders and fines or penalties, and incur substantial costs, including substantial remediation costs and commercial liability to our customers. Further, we also could be subject to future liability resulting from conditions that are currently unknown to us that could be discovered in the future. 16

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We are currently remediating or developing work plans for remediation of environmental conditions involving certain current or former facilities. For example, the discovery of contamination arising from historical industrial operations at our Clarksville, Arkansas property has exposed us, and in the future may continue to expose us, to remediation obligations. To date, our environmental remediation expenditures and costs for otherwise complying with environmental laws and regulations have not been material, but the uncertainties associated with the investigation and remediation of contamination and the fact that such laws or regulations change frequently makes predicting the cost or impact of such laws and regulations on our future operations uncertain. Stricter environmental, safety and health laws, regulations or enforcement policies could result in substantial costs and liabilities to us and could subject us to more rigorous scrutiny. Consequently, compliance with these laws could result in significant expenditures as well as other costs and liabilities that could decrease our liquidity and profitability and increase our liabilities. Due to the nature of our business and products, we may be liable for damages based on product liability and warranty claims. Due to the high pressures and low temperatures at which many of our products are used, the inherent risks associated with concentrated industrial and hydrocarbon gases, and the fact that some of our products are relied upon by our customers or end users in their facilities or operations, or are manufactured for relatively broad industrial, transportation or consumer use, we face an inherent risk of exposure to claims in the event that the failure, use or misuse of our products results, or is alleged to result, in death, bodily injury, property damage or economic loss. We believe that we meet or exceed existing professional specification standards recognized or required in the industries in which we operate. We are subject to claims from time to time, some of which are substantial but none of which historically have had a material adverse effect on our financial condition or results of operations, and we may be subject to claims in the future. Although we currently maintain product liability coverage, which we believe is adequate for the continued operation of our business, such insurance may become difficult to obtain or be unobtainable in the future on terms acceptable to us and generally does not cover warranty claims. A successful product liability claim or series of claims against us, including one or more consumer claims purporting to constitute class actions, in excess of our insurance coverage or a significant warranty claim or series of claims against us could materially decrease our liquidity and impair our financial condition. Increases in labor costs, potential labor disputes and work stoppages at our facilities could materially decrease our revenues and profitability. Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of January 31, 2009, we had 2,945 employees, including 973 salaried, 419 bargaining unit hourly and 1,553 non-bargaining unit hourly employees. Employees represented by a union are subject to one collective bargaining agreement in the United States that expires in February 2010. We have experienced one work stoppage in the recent past. If we are unable to enter into new, satisfactory labor agreements with our unionized employees when necessary in the future or other labor controversies or union organizing efforts arise, we could experience a significant disruption to our operations, lose business or experience an increase in our operating expenses, which could reduce our profit margins. In 2007, the Employee Free Choice Act of 2007: H.R. 800 (“EFCA”) was passed in the U.S. House of Representatives. The EFCA would amend the National Labor Relations Act, among other ways, by making it easier for unions to organize and by increasing the penalties employers may incur if they engage in labor practices in violation of the National Labor Relations Act. This bill or a variation of it could be enacted in the future. Having a larger percentage of our workforce unionized could cause an increase in our operating expenses and have an adverse impact on our business. 17

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Our operations could be impacted by the effects of hurricanes or other severe weather, which could be more severe than the damage and impact that our Louisiana operations encountered from hurricanes in 2005 and 2008. Some of our operations, including our operations in New Iberia, Louisiana and Houston, Texas, are located in geographic regions and physical locations that are susceptible to physical damage and longer-term economic disruption from hurricanes or other severe weather. We also could make significant capital expenditures in hurricane-susceptible or other severe weather locations from time to time. These weather events can disrupt our operations, result in damage to our properties and negatively affect the local economy in which these facilities operate. In early September 2008, for example, our New Iberia, Louisiana facility was forced to close as a result of heavy rainfall, evacuations, strong winds and power outages resulting from Hurricane Gustav. Two weeks after Hurricane Gustav, winds and flooding from Hurricane Ike damaged New Iberia, Louisiana, Houston, Texas and The Woodlands, Texas operations and offices, and those facilities were also closed for a period of time. In 2005, our New Iberia operations encountered damage and were disrupted from the storm surge and flooding caused by Hurricane Rita. Future hurricanes or other severe weather may cause production or delivery delays as a result of the physical damage to the facilities, the unavailability of employees and temporary workers, the shortage of or delay in receiving certain raw materials or manufacturing supplies and the diminished availability or delay of transportation for customer shipments, any of which may have an adverse affect on our revenues and profitability. Although we maintain insurance subject to certain deductibles, which may cover some of our losses, that insurance may become unavailable or prove to be inadequate. Our pension plan is currently underfunded. Certain U.S. hourly and salaried employees are covered by our defined benefit pension plan. The plan has been frozen since February 2006. As of December 31, 2008, the projected benefit obligation under our pension plan was approximately $40.7 million and the value of the assets of the plan was approximately $25.5 million, resulting in our pension plan being underfunded by approximately $15.2 million. As of December 31, 2007, our pension obligations were underfunded by approximately $4.2 million. We attribute the increase in the amount of underfunding since December 31, 2007 to lower returns earned on our pension investments in 2008. If the performance of the assets in our pension plan do not meet our expectations or if other actuarial assumptions are modified, our required pension contributions for future years could be higher than we expect, which may negatively impact our results of operations, cash flows and financial condition. If we are unable to continue our technological innovation in our business and successful introduction of new commercial products, our profitability could be adversely affected. The industries we serve, including the energy, industrial gas and biomedical industries, experience periodic technological change and product improvement. Manufacturers periodically introduce new generations of products or require new technological capacity to develop customized products or respond to industry developments or needs. Our future growth will depend on our ability to gauge the direction of the commercial and technological progress in our markets, as well as our ability to acquire new product technology or fund and successfully develop, manufacture and market products in this constantly changing environment. We must continue to identify, develop, manufacture and market innovative products on a timely basis to replace existing products in order to maintain our profit margins and competitive position. We may not be successful in acquiring and developing new products or technology and any of our new products may not be accepted by our customers. If we fail to keep pace with evolving technological innovations in the markets we serve, our profitability may decrease. Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage and reduce our sales and profitability. We rely on a combination of internal procedures, nondisclosure agreements, intellectual property rights assignment agreements, licenses, patents, trademarks and copyright law to protect our intellectual property and know-how. Our intellectual property rights may not be successfully asserted in the future or may be invalidated, 18

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circumvented or challenged. For example, we frequently explore and evaluate potential relationships and projects with other parties, which often requires that we provide the potential partner with confidential technical information. While confidentiality agreements are typically put in place, there is a risk the potential partner could violate the confidentiality agreement and use our technical information for its own benefit or the benefit of others or compromise the confidentiality. In addition, the laws of certain foreign countries in which our products may be sold or manufactured do not protect our intellectual property rights to the same extent as the laws of the United States. For example, we are increasing our manufacturing capabilities and sales in China, where laws may not protect our intellectual property rights to the same extent as in the United States. Failure or inability to protect our proprietary information could result in a decrease in our sales or profitability. We have obtained and applied for some U.S. and foreign trademark and patent registrations and will continue to evaluate the registration of additional trademarks and patents, as appropriate. We cannot guarantee that any of our pending applications will be approved. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge them. A failure to obtain registrations in the United States or elsewhere could limit our ability to protect our trademarks and technologies and could impede our business. The patents in our patent portfolio are scheduled to expire between 2009 and 2027. In addition, we may be unable to prevent third parties from using our intellectual property rights and know-how without our authorization or from independently developing intellectual property that is the same as or similar to ours, particularly in those countries where the laws do not protect our intellectual property rights as fully as in the United States. We compete in a number of industries (for example, heat exchangers and cryogenic storage) that are small or specialized, which makes it easier for a competitor to monitor our activities and increases the risk that ideas will be stolen. The unauthorized use of our know-how by third parties could reduce or eliminate any competitive advantage we have developed, cause us to lose sales or otherwise harm our business or increase our expenses as we attempt to enforce our rights. We may be subject to claims that our products or processes infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages, modify our products or processes or prevent us from selling our products. Although it is our intention to avoid infringing or otherwise violating the intellectual property rights of others, third parties may nevertheless claim (and in the past have claimed) that our processes and products infringe their intellectual property and other rights. For example, a third party has claimed that we may infringe certain patents related to cryogenic pipe technology and may have breached an undertaking relating to same, although we believe that these claims are without merit. In addition, our BioMedical business manufactures products for relatively broad consumer use, is actively marketing these products in multiple jurisdictions internationally and risks infringing technologies that may be protected in one or more of these international jurisdictions as the scope of our international marketing efforts expands. Our strategies of capitalizing on growing international demand as well as developing new innovative products across multiple business lines present similar infringement claim risks both internationally and in the United States as we expand the scope of our product offerings and markets. We compete with other companies for contracts in some small or specialized industries, which increases the risk that the other companies will develop overlapping technologies leading to an increased possibility that infringement claims will arise. Whether or not these claims have merit, we may be subject to costly and time-consuming legal proceedings, and this could divert our management’s attention from operating our businesses. In order to resolve such proceedings, we may need to obtain licenses from these third parties or substantially re-engineer or rename our products in order to avoid infringement. In addition, we might not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer or rename our products successfully. We are subject to regulations governing the export of our products. Due to our significant foreign sales, our export activities are subject to regulation, including the U.S. Treasury Department’s Office of Foreign Assets Control’s regulations. While we believe we are in 19

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compliance with these regulations and maintain programs intended to achieve compliance, we may currently or may in the future be in violation of these regulations. Any violations may subject us to government scrutiny, investigation and civil and criminal penalties and may limit our ability to export our products. Additional liabilities related to taxes could adversely impact our financial results, financial condition and cash flow. We are subject to tax and related obligations in the jurisdictions in which we operate or do business, including state, local, federal and foreign taxes. The taxing rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken, and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes, as they have done from time to time in the past. Some of these assessments may be substantial, and also may involve the imposition of substantial penalties and interest. The payment of substantial additional taxes, penalties or interest resulting from these assessments could materially and adversely impact our results of operations, financial condition and cash flow. As a provider of products to the U.S. government, we are subject to federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business. We sell certain of our products to the U.S. government and, therefore, we must comply with and are affected by laws and regulations governing purchases by the U.S. government. Government contract laws and regulations affect how we do business with our government customers and, in some instances, impose added costs on our business. For example, a violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts. In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. The insolvency of a formerly consolidated subsidiary could have an adverse impact on our liquidity and financial position. In March 2003, our former U.K. subsidiary, Chart Heat Exchangers Limited, or CHEL, which previously operated the closed Wolverhampton, United Kingdom manufacturing facility, filed for a voluntary administration under the U.K. Insolvency Act of 1986 and CHEL was no longer consolidated. Based on our financial condition in March 2003, we determined not to advance funds to CHEL to fund CHEL’s obligations. Since CHEL was unable to fund its net pension deficit, the trustees of the CHEL pension plan took action to wind up the plan. CHEL was also unable to pay outstanding severance obligations. CHEL has paid significant portions of these claims directly, and the U.K. government has provided some supplemental benefits to CHEL pensioners. Nevertheless, claims could be asserted against us related to these matters. We do not believe such claims would have a material impact on us, but cannot provide complete assurance about all possible outcomes. Risks Related to our Leverage Our leverage and future debt service obligations could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, impact the way we operate our business, expose us to interest rate risk to the extent of our variable rate debt and prevent us from fulfilling our debt service obligations. We are leveraged and have future debt service obligations. Our financial performance could be affected by our leverage. As of December 31, 2008, our total indebtedness was $243.2 million. In addition, at that date, we had approximately $30.3 million of letters of credit and bank guarantees outstanding and borrowing capacity of approximately $84.7 million under the revolving portion of our senior secured credit facility, after giving effect to the letters of credit and bank guarantees outstanding. $5.0 million of our borrowing capacity may be unavailable to us as a result of the bankruptcy of one of our revolving credit lenders. See Item 7. “Management’s 20

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Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Instruments and Related Covenants.” We may also incur additional indebtedness in the future. This level of indebtedness could have important negative consequences to us and you, including: • • • • • • • • •

we may have difficulty generating sufficient cash flow to pay interest and satisfy our debt obligations; we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes; 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; some of our debt, including our borrowings under our senior secured credit facility, has variable rates of interest, which exposes us to the risk of increased interest rates; our debt level increases our vulnerability to general economic downturns and adverse industry conditions; our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general; 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; our customers may react adversely to our debt level and seek or develop alternative suppliers; and 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.

Our net cash flow generated from operating activities was $97.8 million, $82.5 million and $36.4 million for the years 2008, 2007 and 2006, respectively. This positive growth trend of the past few years is expected to reverse in 2009 as we deal with the fallout from the global economic downturn. Our current level of indebtedness requires that we use a substantial portion of our cash flow from operations to pay interest on our indebtedness, which will reduce the availability of cash to fund working capital requirements, capital expenditures, research and development or other general corporate or business activities, including future acquisitions. In addition, a portion of our indebtedness bears interest at variable rates. If market interest rates increase, debt service on our variablerate debt will rise, which would adversely affect our cash flow. Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our senior secured credit facility or otherwise in an amount sufficient to permit us to pay the principal and interest on our indebtedness or fund our other liquidity needs. We may be unable to refinance any of our debt, including our senior secured credit facility or our senior subordinated notes, on commercially reasonable terms. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our senior secured credit facility and the indenture under which our senior subordinated notes were issued restrict our ability to use the proceeds from asset sales. We may be unable to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may be inadequate to meet any debt service obligations then due. 21

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We may still be able to incur substantially more debt. This could further exacerbate the risks that we face. We may be able to incur substantial additional indebtedness in the future. The terms of our debt instruments do not fully prohibit us from doing so. The revolving credit portion of our senior secured credit facility provides commitments of up to $115.0 million, approximately $84.7 million of which would have been available for future borrowings (after giving effect to letters of credit and bank guarantees outstanding) as of December 31, 2008; however, $5.0 million of our borrowing capacity may be unavailable to us as a result of the bankruptcy of one of our revolving credit lenders. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Instruments and Related Covenants.” We may also further increase the size of our senior secured credit facility or refinance with higher borrowing limits. If new debt is added to our current debt levels, the related risks that we now face could intensify. The senior secured credit facility and the indenture governing our senior subordinated notes contain a number of restrictive covenants which limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest. The senior secured credit facility and the indenture governing our senior subordinated notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on us and our subsidiaries. Such restrictions affect or will affect, and in many respects limit or prohibit, among other things, our ability and the ability of our subsidiaries to: • • • • • • • •

incur additional indebtedness; create liens; pay dividends and make other distributions in respect of our capital stock; redeem or buy back our capital stock; make certain investments or certain other restricted payments; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers or consolidations.

The senior secured credit facility also requires us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. The restrictions contained in the senior secured credit facility and the indenture governing our senior subordinated notes could: • •

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 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.

A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under our senior secured credit facility and/or the indenture governing our senior subordinated notes. If an event of default occurs under our senior secured credit facility, which includes an event of default under the indenture governing our senior subordinated notes the lenders could elect to: • • •

declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable; require us to apply all of our available cash to repay the borrowings; or prevent us from making debt service payments on the notes; 22

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any of which would result in an event of default under our senior subordinated notes. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further financing. If we were unable to repay or otherwise refinance these borrowings when due, our lenders could sell the collateral securing the senior secured credit facility, which constitutes substantially all of our domestic wholly-owned subsidiaries’ assets. We will be required to amend or refinance our revolving credit commitments by 2010, and our ability and the cost to do so are subject to our financial performance and condition and debt market conditions. The $115.0 million revolving credit facility portion of our senior secured credit facility expires on October 17, 2010. While we had adequate cash at December 31, 2008 so as not to require borrowing on the revolving credit facility, we had approximately $30.3 million of letters of credit and bank guarantees outstanding supported by the revolving credit facility. We expect that we will continue to utilize our revolving credit facility for the issuance of letters of credit and bank guarantees, and may borrow as needed from time to time, in the future in the ordinary course of business. Our business, including our ability to provide the assurances required on some projects by customers or vendors, would be harmed if we could not obtain letters of credit, bank guarantees or revolving credit. Accordingly, unless we cash collateralize our letters of credit or bank guarantees, we will need to amend or refinance our revolving credit commitments and the related senior secured credit facility before the revolving credit facility portion expires in 2010. Our cost to obtain an amendment or refinancing, the covenants and conditions that would apply, and other terms will depend on our financial performance, our financial condition and debt market conditions. A deterioration in our financial performance or condition, or in debt market conditions and debt availability, could increase our costs of maintaining revolving credit or other borrowings or make revolving or other credit unavailable to us or available to us only on terms less favorable than our present terms. If this happened, it would have a negative impact on our results of operations, cash flow and financial condition. We are a holding company and we may depend upon cash from our subsidiaries to service our debt. If we do not receive cash from our subsidiaries, we may be unable to meet our obligations. We are a holding company and all of our operations are conducted through our subsidiaries. Accordingly, we may be dependent upon the earnings and cash flows from our subsidiaries to provide the funds necessary to meet our debt service obligations. If we could not have access to the cash flows of our subsidiaries, we may be unable to pay the principal or interest on our debt. In addition, certain of our subsidiaries are holding companies that rely on subsidiaries of their own as a source of funds to meet any obligations that might arise. Generally, the ability of a subsidiary to make cash available to its parent is affected by its own operating results and is subject to applicable laws and contractual restrictions contained in its debt instruments and other agreements. Moreover, there may be restrictions on payments by our subsidiaries to us under applicable laws, including laws that require companies to maintain minimum amounts of capital and to make payments to shareholders only from profits. As a result, although our subsidiaries may have cash, we may be unable to obtain that cash to satisfy our obligations and make payments to our stockholders, if any. Risks Related to the Trading Market for Our Common Stock Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law may discourage a takeover attempt. Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire us. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law impose various procedural and other requirements, which could make it more difficult for stockholders to effect certain corporate actions. For example, our amended and restated certificate of incorporation authorizes our board of directors to 23

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determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. Therefore, our board of directors can authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. These rights may have the effect of delaying or deterring a change of control of our company. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. Our common stock has experienced, and may continue to experience, price volatility. Our common stock has at times experienced substantial price volatility as a result of many factors, including the general volatility of stock market prices and volumes, changes in securities analysts’ estimates of our financial performance, variations between our actual and anticipated financial results, changes in accounting policies or procedures as have been required by the Financial Accounting Standards Board or other regulatory agencies, or uncertainty about current global economic conditions. For these reasons, among others, the price of our stock may continue to fluctuate. Item 1B.

Unresolved Staff Comments.

Not Applicable. Item 2.

Properties.

We occupy 22 principal facilities totaling approximately 2.0 million square feet, with the majority devoted to manufacturing, assembly and storage. Of these manufacturing facilities, approximately 1.6 million square feet are owned and 0.4 million square feet are occupied under operating leases. We lease approximately 15,200 square feet for our corporate office in Garfield Heights, Ohio. Our major owned facilities in the United States are subject to mortgages securing our senior secured credit facility. The following table sets forth certain information about facilities occupied by us as of January 31, 2009: Location La Crosse, Wisconsin New Iberia, Louisiana T he Woodlands, T exas T ulsa, Oklahoma T ulsa, Oklahoma Wolverhampton, United Kingdom Changzhou, China Decin, Czech Republic Houston, T exas Shanghai, China Solingen, Germany Solingen, Germany P laistow, New Hampshire Canton, Georgia Jasper, Georgia New Prague, Minnesota New Prague, Minnesota Canton, Georgia Denver, Colorado Bracknell, United Kingdom Lidcombe, Australia Garfield Heights, Ohio Clarksville, Arkansas(1)

S e gm e n t Energy & Chemicals Energy & Chemicals Energy & Chemicals Energy & Chemicals Energy & Chemicals Energy & Chemicals Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage Distribution & Storage/BioMedical Distribution & Storage/BioMedical Distribution & Storage/BioMedical Distribution & Storage Distribution & Storage/BioMedical BioMedical BioMedical BioMedical Corporate Discontinued operation

S qu are Fe e t 149,000 62,400 29,000 58,500 140,000 1,600 260,000 638,000 22,000 1,900 4,500 13,400 2,600 154,000 32,500 237,000 31,000 20,800 109,000 12,500 2,400 15,200 110,000

O wn e rship Owned Leased Leased Owned Leased Leased Owned Owned Owned Leased Leased Leased Leased Owned Leased Owned Leased Leased Owned Leased Leased Leased Owned

Use Manufacturing/Office Manufacturing Office Manufacturing/Office Manufacturing/Office Office Manufacturing/Office Manufacturing/Office Service Office Office/Service/Warehouse Manufacturing/Office Office Manufacturing/Office Warehouse/Service Manufacturing/Service/Office Office Office Manufacturing Office/Warehouse Office/Warehouse Office Manufacturing/Office

(1) T his facility is leased from us, with a purchase option, by the company that owns certain assets of the former Greenville T ube LLC business.

24

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Regulatory Environment We are subject to federal, state and local regulations relating to the discharge of materials into the environment, production and handling of our hazardous and regulated materials and our products and the conduct and condition of our production facilities. We do not believe that these regulatory requirements have had a material effect upon our capital expenditures, earnings or competitive position. We are not anticipating any material capital expenditures in 2009 that are directly related to regulatory compliance matters. We are also not aware of any pending or potential regulatory changes that would have a material adverse impact on our business. Item 3.

Legal Proceedings.

We are occasionally subject to various legal actions related to performance under contracts, product liability, taxes and other matters, several of which actions claim substantial damages, in the ordinary course of its business. Based on the Company’s historical experience in litigating these claims, as well as the Company’s current assessment of the underlying merits of the claims and applicable insurance, if any, we currently believe the resolution of these other legal claims will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. See Item 1A. “Risk Factors”. Item 4.

Submission of Matters to a Vote of Security Holders.

Not Applicable. Item 4A.

Executive Officers of the Registrant*.

The name, age and positions of each Executive Officer of the Company as of February 1, 2009 are as follows: Nam e

Samuel F. Thomas Michael F. Biehl Matthew J. Klaben James H. Hoppel, Jr. Kenneth J. Webster

Age

57 53 39 44 46

Position

Chairman, Chief Executive Officer and President Executive Vice President and Chief Financial Officer Vice President, General Counsel and Secretary Vice President–Corporate Development and Treasurer Chief Accounting Officer and Controller

* Included pursuant to Instruction 3 to Item 401(b) of Regulation S-K. Samuel F. Thomas was elected Chairman of our Board of Directors in March 2007 and has served as our Chief Executive Officer and President and as a member of our Board of Directors since October 2003. Prior to joining our company, Mr. Thomas was Executive Vice President of Global Consumables at ESAB Holdings Ltd., a provider of welding consumables and equipment. In addition to his most recent position at ESAB, Mr. Thomas was responsible for ESAB North America during his employment at ESAB Holdings Ltd. Prior to joining ESAB in February 1999, Mr. Thomas was Vice President of Friction Products for Federal Mogul, Inc. Prior to its acquisition by Federal Mogul in 1998, Mr. Thomas was employed by T&N plc from 1976 to 1998, where he served from 1991 as chief executive of several global operating divisions, including industrial sealing, camshafts and friction products. Michael F. Biehl has been our Executive Vice President since April 2006, served as our Chief Accounting Officer from October 2002 until March 2006, and has been our Chief Financial Officer since July 2001. Until December 16, 2008, Mr. Biehl was also Chart’s Treasurer. Prior to joining us, Mr. Biehl served as Vice President, Finance and Treasurer at Oglebay Norton Company, an industrial minerals mining and processing company. Prior to joining Oglebay Norton in 1992, Mr. Biehl worked in the audit practice of Ernst & Young LLP in Cleveland, Ohio from 1978 to 1992. 25

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Matthew J. Klaben is our Vice President, General Counsel and Secretary. Prior to joining us in March 2006, Mr. Klaben was a partner at the law firm of Calfee, Halter & Griswold LLP in Cleveland, Ohio from January 2005 until March 2006, and an associate from April 1998 until December 2004. Before that, Mr. Klaben was an associate at the law firm of Jones Day in Cleveland, Ohio from September 1995 until April 1998. James H. Hoppel, Jr. was named Treasurer of the Company on December 16, 2008 and has served as our Vice President of Corporate Development since March 1, 2008. Prior to that, Mr. Hoppel served as our Chief Accounting Officer, Controller and Assistant Treasurer since April 2006. Mr. Hoppel joined Chart in November 2004 as our Controller. Prior to joining us, Mr. Hoppel served as Vice President, Finance for W.W. Holdings, LLC, a manufacturer and distributor of doors and hardware. Before that, Mr. Hoppel held various finance and accounting positions with different organizations, including the transaction services and audit practices of Pricewaterhouse Coopers LLP in Cleveland, Ohio. Kenneth J. Webster is our Chief Accounting Officer and Controller and has served in that capacity since March 1, 2008. Mr. Webster joined the Company in July 2006 and until becoming our Chief Accounting Officer and Controller, he was the Company’s Director of Internal Audit. Prior to joining Chart, Mr. Webster served as Assistant Corporate Controller for International Steel Group, an integrated steel manufacturer, from March 2004 to April 2005, at which time International Steel Group was acquired by Mittal Steel USA, Inc. Following the acquisition, Mr. Webster continued to serve in his capacity as Assistant Corporate Controller for Mittal Steel USA, Inc. until July 2006. Before that, Mr. Webster served in various accounting and finance positions with Bethlehem Steel. 26

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PART II Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is traded on the Nasdaq Global Select Market under the symbol “GTLS.” Prior to 2008, the common stock traded on the Nasdaq Global Market. The high and low sales prices for the shares of common stock for the periods indicated are set forth in the table below. High an d Low S ale s Price 2008 2007 High Low High Low

First quarter Second quarter Third quarter Fourth quarter Year

$37.97 49.79 55.73 28.81 55.73

$21.84 31.39 24.12 6.42 6.42

$18.89 30.57 33.20 36.19 36.19

$ 14.94 17.00 24.51 25.87 14.94

As of February 1, 2009, there were approximately 21 holders of record of our common stock. Since many holders hold shares in “street name,” we believe that there are a significantly larger number of beneficial owners of our common stock than the number of record holders. We do not currently intend to pay any cash dividends on our common stock, and instead intend to retain earnings, if any, for future operations, potential acquisitions and debt reduction. The amounts available to us to pay cash dividends are restricted by our senior secured credit facility. The indenture governing the notes also limits our ability to pay dividends. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. Cumulative Total Return Comparison Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of Chart Industries with the cumulative return of a hypothetical investment in each of the S&P SmallCap 600 Index and Peer Group Index comprised of nine oil field equipment/service and industrial companies based on the respective market prices of each such investment on the dates shown below, assuming an initial investment of $100 on July 31, 2006, including reinvestment of dividends. Trading in Chart common stock commenced July 26, 2006, following a public offering. 27

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LOGO

Chart Industries, Inc. S&P SmallCap 600 Index Peer Group Index

7/31/2006

12/31/2006

12/31/2007

12/31/2008

$ 100.00 100.00 100.00

$ 105.26 110.70 98.05

$ 200.68 110.37 171.48

$

62.09 76.07 80.87

The Company selects the peer companies that comprise the Peer Group Index solely on the basis of objective criteria. These criteria result in an index composed of nine oil field equipment/service and comparable industrial companies. The Peer Group members are DresserRand Co., Idex Corp., FMC Technologies Inc., Pentair Inc., Cameron International Corp., Dril-Quip Inc., National Oilwell Varco Co., Grant Prideco Inc., and Gardner Denver Inc. Item 6.

Selected Financial Data.

The financial statements referred to as the Predecessor Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries prior to the Acquisition, as defined below. The financial statements referred to as the Company financial statements include the consolidated audited financial statements of Chart Industries, Inc. and its subsidiaries after the Acquisition. On August 2, 2005, we entered into an agreement and plan of merger with certain of our stockholders, First Reserve Fund X, L.P. or First Reserve, and CI Acquisition, Inc., which provided for the sale of shares of Chart by certain of its stockholders to CI Acquisition, Inc. and the merger of CI Acquisition, Inc. with and into Chart, with Chart surviving the merger as a wholly-owned indirect subsidiary of First Reserve. We refer to the stock purchase, merger and related financing thereof collectively as the “Acquisition.” The Acquisition closed on October 17, 2005. The following table sets forth the selected historical consolidated financial information as of the dates and for each of the periods indicated. The Predecessor Company selected historical consolidated financial data as of and for the year ended December 31, 2004 and for the period from January 1, 2005 to October 16, 2005 and as of October 16, 2005 is derived from audited financial statements for such periods, which have been audited by 28

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Ernst & Young LLP, and which are not included in this Annual Report on Form 10-K. The Company selected historical consolidated financial data as of December 31, 2005 and for the period October 17, 2005 to December 31, 2005 is derived from our audited financial statements for such period, which have been audited by Ernst & Young LLP, and which are not included in this Annual Report on Form 10-K. The Company selected historical financial consolidated data as of and for the years ended December 31, 2006, 2007 and 2008 are derived from our audited financial statements for such periods incorporated by reference into Item 8 of this Annual Report on Form 10-K, which have been audited by Ernst & Young LLP. 29

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You should read the following table together with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, included elsewhere in this Annual Report on Form 10-K.

Statement of Operations Data: Sales Cost of sales(1) Gross profit Selling, general and administrative expenses(2)(3)(4) Restructuring and other operating expenses, net

Pre de ce ssor C om pany Ye ar Janu ary 1, En de d 2005 to De ce m be r 31, O ctobe r 16, 2004 2005

O ctobe r 17, 2005 to De ce m be r 31, 2005

$

$

Operating income(5) Interest expense, net Other expense (income) Income (loss) before income taxes and minority interest Income tax expense (benefit) Income (loss) before minority interest Minority interest, net of taxes and other Net income (loss) Earnings (loss) per share data(6): Basic earnings (loss) per share Diluted earnings (loss) per share Weighted average shares — basic Weighted average shares — diluted Cash Flow Data: Cash provided by operating activities

$

$

305,497 217,284 88,213

Ye ar En de d De ce m be r 31, 2006

2007

2008

97,652 75,733 21,919

$537,454 382,535 154,919

$666,395 476,854 189,541

$744,363 504,975 239,388

53,374

59,826

16,632

87,652

104,056

106,035

3,353 56,727 37,079 4,712 (465) 4,247

7,528 67,354 20,859 4,164 659 4,823

217 16,849 5,070 5,556 409 5,965

396 88,048 66,871 26,997 (533) 26,464

304 104,360 85,181 23,820 42 23,862

— 106,035 133,353 19,810 3,948 23,758

32,832 10,134 22,698 98 22,600

16,036 7,159 8,877 19 8,858

(895) (441) (454) 52 (506)

40,407 13,044 27,363 468 $ 26,895

61,319 17,319 44,000 (156) $ 44,156

109,595 30,489 79,106 182 $ 78,924

$ $

$ $

$ $

$

$

$ $

4.22 4.10 5,351 5,516

$ $

1.65 1.57 5,366 5,649

$ $

(0.06) (0.06) 7,952 7,952

$

35,059

$

15,641

$

14,635

$ 36,398

$ 82,507

$ 97,812

Cash (used in) investing activities Cash (used in) provided by financing activities Other Financial Data: Depreciation and amortization(7)

305,576 211,770 93,806

C om pany

$

1.70 1.65 15,835 16,269

1.64 1.61 26,872 27,493

2.78 2.72 28,354 29,008

(3,317)

(20,799)

(362,250)

(38,664)

(18,541)

(65,676)

(35,744)

1,708

348,489

9,235

7,444

(4,061)

4,396

$ 22,449

$ 20,352

$ 23,170

8,490

$

6,808 30

$

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Balance Sheet Data: Cash, cash equivalents and investments Working capital(8) Total assets Long-term debt Total debt Shareholders’ equity (1) (2)

(3)

(4) (5) (6) (7) (8) (9)

Pre de ce ssor C om pany As of As of De ce m be r 31, O ctobe r 16, 2004 2005

As of De ce m be r 31, 2005

C om pany As of As of De ce m be r 31, De ce m be r 31, 2006 2007

As of De ce m be r 31, 2008

$

$

$

$

14,814 51,292 307,080 76,406 79,411 115,640

$

11,470 43,486 343,107 74,480 80,943 121,321

11,326 59,561 635,641(9) 345,000 347,304 116,330

18,854 73,290 724,875(9) 290,000 290,750 219,734

$

92,869 61,484 825,754(9) 250,000 250,000 327,991

154,429 56,435 909,427(9) 243,175 243,175 403,960

The period from October 17, 2005 to December 31, 2005 includes a non-cash inventory valuation charge of $8.9 million related to purchase accounting. Includes amortization expense related to intangible assets for the year ended December 31, 2004, the period from January 1, 2005 to October 16, 2005, the period October 17, 2005 to December 31, 2005, and the years ended December 31, 2006, 2007 and 2008 of $2.8 million, $2.7 million, $3.0 million, $15.4 million, $10.9 million and $11.0, respectively. Includes charges (income), net of insurance recoveries, related to Hurricane Rita of $1.1 million, $0.4 million and ($2.3) million for the period January 1, 2005 to October 16, 2005, the period from October 17, 2005 to December 31, 2005 and the year ended December 31, 2006, respectively. Includes reversal of contingent liabilities on insolvent former subsidiary of $6.5 million for the year ended December 31, 2008. Includes $4,906 of unusual costs for customer settlements and facility shutdown costs for the year ended December 31, 2008. The basic and diluted loss and earnings per share for the period October 17, 2005 to December 31, 2005 are the same because incremental shares issuable upon conversion are anti-dilutive. Includes financing costs amortization for the period from October 17, 2005 to December 31, 2005, and the years ended December 31, 2006, 2007 and 2008 of $0.3 million, $1.5 million, $1.6 million and $1.9 million, respectively. Working capital is defined as current assets excluding cash and short term investments minus current liabilities excluding short-term debt. Includes $236.7 million of goodwill and $154.1 million of finite-lived and indefinite-lived intangible assets as of December 31, 2005. Includes $247.1 million of goodwill and $146.6 million of finite-lived and indefinite-lived intangible assets as of December 31, 2006. Includes $248.5 million of goodwill and $135.7 million of finite-lived and indefinite-lived assets as of December 31, 2007. Includes $261.5 million of goodwill and $129.5 million of finite-lived and indefinite-lived assets as of December 31, 2008. 31

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Item 7.

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

You should read the following discussion of our results of operations and financial condition in conjunction with the “Selected Financial Data” section and our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Actual results may differ materially from those discussed below. This discussion contains forward-looking statements. See “Forward-Looking Statements” at the end of this discussion and Item 1A. “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements. Overview We are a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The largest portion of end-use applications for our products is energy-related. We are a leading manufacturer of standard and engineered equipment primarily used for low-temperature and cryogenic applications. We have developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The majority of our products, including vacuum insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid gas supply chain for the purification, liquefaction, distribution, storage and enduse of hydrocarbon and industrial gases. Orders for the year ended December 31, 2008 were $682.6 million compared to $826.8 million for the year ended December 31, 2007, representing a decrease of $144.2 million or 17.4%. Orders, particularly in our E&C segment, fluctuate due to project size and it is not unusual to see order intake vary significantly between periods as a result. For example, during 2007 E&C was awarded a significant order in excess of $130 million from Energy World Corporation for four LNG liquefaction trains. Backlog as of December 31, 2008 was $398.8 million as compared to $475.3 million as of December 31, 2007, representing a decrease of $76.5 million or 16.1%. Backlog decreased from 2007 levels largely due to a reduction in orders in our E&C and D&S segments during the fourth quarter of 2008 as a result of the current global economic downturn. In addition, some order cancellations have occurred which contributed to the backlog decline, while several new large LNG, petrochemical and air separation plant projects have been delayed due to lack of financing or overall economic concerns. Sales, gross profit and operating income increased compared to the year ended December 31, 2007. These increases were primarily attributable to an improved product and project mix as well as higher throughput, particularly in our E&C business segment. Sales for 2008 were $744.3 million compared to sales of $666.4 million for 2007, reflecting an increase of $77.9 million, or 11.7%. Gross profit for the year ended December 31, 2008 was $239.3 million, or 32.2% of sales, as compared to $189.5 million, or 28.4% of sales, for the year ended December 31, 2007. In addition to improved throughput and project mix in our E&C segment, the timing of product price increases in our D&S and Biomedical segments, and foreign currency translation were also contributing factors for our growth in sales and gross profit in 2008 as compared to 2007. Operating income for the year ended December 31, 2008 was $133.3 million compared to $85.2 million for the year ended December 31, 2007. 32

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Operating Results The following table sets forth the percentage relationship that each line item in our consolidated statements of operations represents to sales for the years ended December 31, 2006, 2007 and 2008. The Company is further described in Item 6 “Selected Financial Data” of our audited financial statements and related notes thereto in Item 8 included elsewhere in this Annual Report on Form 10-K.

Sales Cost of sales Gross profit Selling, general and administrative expense(1)(2)(3) Amortization expense Employee separation and plant closure costs Loss on sale or disposal of assets Operating income Interest expense, net Financing costs amortization Foreign currency loss (income) Income tax expense Income before minority interest Minority interest, net of taxes Net income (1) (2) (3)

2006

2007

2008

100.0% 71.2 28.8 13.4 2.9 0.1 — 12.4 4.7 0.3 (0.1) 2.4 5.1 0.1 5.0

100.0% 71.6 28.4 13.9 1.6 0.1 0.1 12.8 3.3 0.2 0.1 2.6 6.6 — 6.6

100.0% 67.8 32.2 12.7 1.5 — 0.1 17.9 2.4 0.3 0.5 4.1 10.6 — 10.6

Includes stock-based compensation expense of $1.9 million, $9.0 million and $3.1 million, representing 0.4%, 1.4% and 0.4% of sales, for the years ended December 31, 2006, 2007 and 2008, respectively. Includes charges (income), net of insurance recoveries, related to Hurricane Rita of $(2.3) million, representing (0.4)% of sales, for the year ended December 31, 2006. Includes reversal of contingent liabilities related to secondary obligations of an insolvent former subsidiary of $6.5 million for the year ended December 31, 2008. 33

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Segment Information The following table sets forth sales, gross profit, gross profit margin and operating income or loss for our operating segments for the last three years:

2006

Ye ar En de d De ce m be r 31, 2007 2008

Sales Energy & Chemicals Distribution and Storage BioMedical Total

$190,673 268,303 78,478 $537,454

$253,672 322,565 90,158 $666,395

$312,502 335,916 95,945 $744,363

Gross Profit Energy & Chemicals Distribution and Storage BioMedical Total

$ 39,676 87,283 27,960 $154,919

$ 58,102 100,673 30,766 $189,541

$103,085 101,340 34,963 $239,388

Gross Profit Margin Energy & Chemicals Distribution and Storage BioMedical Total Operating Income (Loss) Energy & Chemicals Distribution & Storage BioMedical Corporate Total

20.8% 32.5% 35.6% 28.8% $ 18,957 54,545 15,969 (22,600) $ 66,871

22.9% 31.2% 34.1% 28.4% $ 33,821 66,167 17,788 (32,595) $ 85,181

33.0% 30.2% 36.4% 32.2% $ 70,752 63,770 20,742 (21,911) $133,353

Results of Operations for the Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007 Sales Sales for 2008 were $744.3 million compared to $666.4 million for 2007, reflecting an increase of $77.9 million, or 11.7%. E&C segment sales were $312.5 million for 2008 compared to $253.7 million for 2007, representing an increase of $58.8 million, or 23.2%. This increase in E&C sales for 2008 resulted primarily from a more favorable project mix and higher throughput for both brazed aluminum and air cooled heat exchangers. Sales increases were also driven by continued growth in the LNG and natural gas segments of the hydrocarbon processing market during the first half of 2008. D&S segment sales were $335.9 million for the year ended December 31, 2008 compared to $322.5 million for 2007, reflecting an increase of $13.4 million, or 4.1%. Bulk storage sales decreased $8.5 million in 2008 compared to 2007 as a result of lower volume partially offset by favorable currency translation from the strengthening of the euro, Czech koruna and Chinese yuan during 2008 compared to 2007. Packaged gas system sales increased $15.1 million for 2008 as a result of higher prices and favorable foreign currency translation as well. In addition, D&S sales benefited $6.8 million from the acquisition of Flow Instruments and Engineering GmbH (“Flow”) in April 2008. BioMedical segment sales for the year ended December 31, 2008 were $95.9 million, representing an increase of $5.7 million, or 6.3%, compared to sales of $90.2 million in 2007. Biological storage systems sales increased $4.9 million primarily due to higher volume in both the U.S. and international markets as well as favorable currency translation from euro denominated sales. Medical respiratory product sales increased $1.1 million primarily as a result of higher volume in international markets, partially offset by decreased demand in the U.S. market. 34

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Gross Profit and Margin Gross profit for the year ended December 31, 2008 was $239.3 million, or 32.2% of sales compared to $189.5 million, or 28.4% of sales for the year ended December 31, 2007, reflecting an increase of $49.8 million. E&C segment gross profit increased $45.0 million and the related margin increased 10.1 percentage points, respectively, in 2008 compared with 2007. The increase in gross profit was attributable to increased throughput for brazed aluminum heat exchangers and increased volume and efficiency for air cooled heat exchangers. Process systems margin benefited from improved project mix and project execution. In addition, a number of performance incentives and change orders were earned as a result of improved project execution enhancing margins in process systems. These improvements were partially offset by customer settlements related to projects substantially completed in prior periods. These customer settlements included disputed costs for an installation project completed during 2007 and repair costs on another project that was shipped in 2006. D&S segment gross profit increased $0.6 million in 2008 compared to 2007 while the related margin decreased 1.0 percentage points. The decrease in margin is largely attributable to lower sales volume for bulk storage systems. BioMedical segment gross profit increased $4.2 million in 2008 compared to 2007 primarily due to higher prices across all product lines, higher volume in biological storage systems and favorable currency impact from euro denominated sales. BioMedical segment gross profit margin increased in 2008 by 2.3 percentage points compared to 2007 primarily due to improved product mix in biological storage systems. Selling, General and Administrative (“SG&A”) Expenses SG&A expenses for 2008 were $100.8 million, or 13.5% of sales compared to $92.6 million, or 13.9% of sales for 2007. E&C segment SG&A expenses were $27.9 million, or 8.9% of sales for 2008 versus $19.8 million, or 7.8% of sales for 2007. The increase of $8.1 million reflects higher employee-related expenses including variable incentive compensation due to improved operating performance as well as marketing and sales costs to support business growth. D&S segment SG&A expenses in 2008 were $32.0 million, or 9.5% of sales compared to $29.0 million, or 9.0% of sales in 2007. This increase was primarily due to higher employee-related expenses to support business growth and the acquisition of Flow in April 2008. BioMedical segment SG&A expenses were $12.5 million, or 13.0% of sales for 2008, representing an increase of $1.3 million for employee related expenses as compared to SG&A expenses for 2007 of $11.2 million, or 12.4% of sales. Corporate SG&A expenses for 2008 were $28.4 million compared to $32.6 million for 2007. The decrease of $4.2 million was primarily driven by the inclusion in 2007 of $7.9 million of stock-based compensation expense related mostly to the vesting of performance-based options in conjunction with the secondary stock offering completed in June 2007 and other expenses. The stock-based compensation expense decrease was partially offset by increased employee-related, infrastructure and acquisition costs to support our overall business growth strategy. Amortization Expense Amortization expense for 2008 was $11.0 million, or 1.5% of sales, compared to $10.9 million, or 1.6% of sales, for 2007. Amortization expense increased due to the addition of intangible assets related to the acquisition of Flow in April 2008. For 2008, amortization expense for the E&C, D&S and BioMedical segments was $3.7 million, $5.6 million and $1.7 million, respectively, compared to $4.1 million, $5.1 million and $1.7 million, respectively, for 2007. Employee Separation and Plant Closure Costs For 2007, employee separation and plant closure costs were $0.3 million. These costs were related to an idled D&S segment facility in Plaistow, New Hampshire that was sold in the fourth quarter of 2007. Reversal of Contingent Liabilities Related to Insolvent Former Subsidiary For the year ended December 31, 2008, the Company recognized a $6.5 million benefit as a result of reversing contingent liabilities that were established in 2003 for potential secondary pension and severance obligations of an insolvent former subsidiary that was previously consolidated. Based on events that occurred during 2008, including actions taken by a governmental agency to support a large portion of the pension obligation after the insolvent subsidiary had made distributions to satisfy significant portions of its obligations generally, the contingent liabilities are no longer probable and were reversed. See Item 1A. “Risk Factors — Risks Related to Our Business.” 35

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Loss on Disposal of Assets, Net For the year ended December 31, 2008, the Company recognized a $0.7 million loss primarily related to a leased facility that is currently being shut down by the Company’s E&C segment. The Company also recognized a $0.5 million loss for the year ended December 31, 2007 related to a leased facility that was vacated by the E&C segment during 2007. Operating Income As a result of the foregoing, operating income for 2008 was $133.3 million, or 17.9% of sales, representing an increase of $48.1 million compared to operating income of $85.2 million, or 12.8% of sales for 2007. For 2008, operating income (loss) for the E&C, D&S and BioMedical segments and Corporate were $70.7 million, or 22.6% of sales, $63.8 million, or 19.0% of sales, $20.7 million, or 21.6% of sales, and ($21.9) million, respectively. For 2007, operating income (loss) for the E&C, D&S and BioMedical segments and Corporate were $33.8 million, or 13.3% of sales, $66.2 million, or 20.5% of sales, $17.8 million, or 19.7% of sales, and ($32.6) million, respectively. Interest Expense, Net For the year ended December 31, 2008, net interest expense was $17.9 million compared to $22.2 million for the year ended December 31, 2007. The decrease of $4.3 million is partially attributable to the reduction in the outstanding balance of the term loan portion of our senior secured credit facility as a result of a voluntary principal payment during 2007 of $40.0 million, funded primarily by proceeds from the secondary stock offering completed in June 2007. Average interest rates on our variable rate senior secured credit facility were 5.4% during 2008 as compared to 7.58% during 2007 and interest income increased $0.6 million in 2008 compared to 2007 as a result of higher cash balances. Further information regarding the Company’s debt is located in Note C to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Other Expense and Income For the years ended December 31, 2008 and 2007, amortization of deferred financing costs was $1.9 million and $1.6 million, respectively. This increase in amortization expense was attributable to the $0.2 million write off of deferred loan costs in conjunction with the purchase of $6.8 million of our senior subordinated notes during 2008. For the years ended December 31, 2008 and 2007, foreign currency losses were $3.9 million and $0.1 million, respectively. Most of the currency loss occurred during the fourth quarter of 2008 due to significant currency volatility that largely impacted our euro denominated transactions, cash balances and marked-to-market forward currency contracts. Income Tax Expense Income tax expense for 2008 was $30.5 million and the effective tax rate was 27.8% compared to income tax expense for 2007 of $17.3 million and an effective tax rate of 28.2%. The decrease in the effective tax rate in 2008 was primarily attributable to the reversal of the contingent liabilities related to an insolvent former subsidiary partially offset by an increase in the mix of U.S. earnings which are taxed at a higher rate than foreign earnings. Net Income As a result of the foregoing, net income for the year ended December 31, 2008 was $78.9 million compared to net income of $44.2 million for the year ended December 31, 2007 representing an increase of 78.5%. Results of Operations for the Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006 Sales Sales for 2007 were $666.4 compared to $537.5 million for 2006, reflecting an increase of $128.9 million, or 24.0%. E&C segment sales were $253.7 million for 2007 compared to $190.7 for 2006, representing an increase of $63.0 million, or 33.0%. This increase in sales for 2007 was primarily due to higher volume, 36

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particularly large heat exchanger and process systems projects, which were driven by continued growth in the LNG and natural gas segments of the hydrocarbon processing market and an additional $21.3 million of air cooled heat exchanger sales as a result of the acquisition of Cooler Service Corporation (“CSC”) in the second quarter of 2006. D&S segment sales were $322.5 million for the year ended December 31, 2007 compared to $268.3 million for 2006, reflecting an increase of $54.2 million, or 20.2%. Bulk storage and packaged gas system sales increased $28.4 million and $25.8 million, respectively, for 2007 mostly as a result of higher volume, and were favorably affected by continued growth in the global industrial gas market, product price increases to absorb escalating raw material costs, and to a lesser extent favorable foreign currency translation of $8.7 million due to the weaker U.S. dollar compared to the euro and Czech koruna. BioMedical segment sales for the year ended December 31, 2007 were $90.2 million, representing an increase of $11.7 million, or 14.9%, compared to sales of $78.5 million in 2006. Biological storage systems sales increased $9.3 million primarily due to higher volume in both the U.S. and international markets. MRI and other product sales increased $1.1 million due to higher volume. Medical respiratory product sales increased $1.3 million primarily as a result of higher volume in international markets, offset partially by decreased demand in the U.S. market due to changes in U.S. government reimbursement for liquid oxygen therapy systems. Gross Profit and Margin Gross profit for the year ended December 31, 2007 was $189.5 million, or 28.4% of sales compared to $155.0 million, or 28.8% of sales for the year ended December 31, 2006, reflecting an increase of $34.5 million. E&C segment gross profit increased $18.4 million and the related margin increased 2.1 percentage points, respectively, in 2007 compared with 2006. The increase in gross profit was mostly attributable to higher sales volume for brazed aluminum heat exchanger and process systems projects and air cooled heat exchangers, while the related margin increased primarily due to a favorable change in project mix for process systems. D&S segment gross profit increased $13.4 million in 2007 compared to 2006 due to higher sales volume for bulk storage systems and to a lesser extent favorable currency translation due the weaker U.S. dollar compared to the euro and Czech koruna. D&S segment gross profit margin declined 1.3 percentage points for 2007 compared to 2006 due to higher raw material costs and surcharges, and a change in product mix for bulk storage systems. BioMedical segment gross profit increased $2.8 million in 2007 compared to 2006 primarily due to higher sales volume across all product lines. BioMedical segment gross profit margin declined in 2007 by 1.5 percentage points compared to 2006 primarily due to higher raw material costs. Selling, General and Administrative (“SG&A”) Expenses SG&A expenses for 2007 were $92.6 million, or 13.9% of sales compared to $72.2 million, or 13.4% of sales for 2006. E&C segment SG&A expenses were $19.8 million, or 7.8% of sales for 2007 versus $14.0 million, or 7.3% of sales for 2006. The increase of $5.8 million reflects additional employee-related and infrastructure expenses incurred by the E&C segment to support the growth in business. Also, during 2006 the E&C segment received $2.2 million of insurance proceeds, net of costs, related to the settlement of an insurance claim for losses and costs incurred primarily in 2005 at its New Iberia, Louisiana facility as a result of Hurricane Rita. D&S segment SG&A expenses in 2007 were $29.0 million, or 9.0% of sales compared to $25.5 million, or 9.5% of sales in 2006. This increase was primarily due to higher employee-related and infrastructure expenses to support business growth in international operations during 2007. BioMedical segment SG&A expenses were $11.2 million, or 12.4% of sales for 2007, representing an increase of $1.0 million compared to SG&A expenses for 2006 of $10.2 million, or 13.0% of sales. Corporate SG&A expenses for 2007 were $32.6 million compared to $22.5 million for 2006. The increase was primarily driven by an increase of $7.1 million of stock-based compensation expense related mostly to the vesting of the performance-based options in conjunction with the secondary stock offering completed in June 2007. Also contributing to the increase was higher employee-related and infrastructure costs to support business growth, and the incurrence of secondary stock offering expenses and increased Sarbanes-Oxley implementation related expenses totaling $1.6 million. Amortization Expense Amortization expense for 2007 was $10.9 million, or 1.6% of sales, compared to $15.4 million, or 2.9% of sales, for 2006. Amortization expense decreased due to certain intangible assets being fully amortized prior to December 31, 2007. For 2007, amortization expense for the E&C, D&S and BioMedical segments was $4.1 million, $5.1 million and $1.7 million, respectively, compared to $6.7 million, $6.9 million and $1.8 million, respectively, for 2006. 37

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Employee Separation and Plant Closure Costs For 2007, employee separation and plant closure costs were $0.3 million compared to $0.4 million in 2006. These costs were related to an idled D&S segment facility in Plaistow, New Hampshire that was sold in the fourth quarter of 2007. Loss on Disposal of Assets, Net For the year ended December 31, 2007, the Company recognized a $0.5 million loss primarily related to a leased facility that was vacated by the Company’s E&C segment during 2007. Operating Income (Loss) As a result of the foregoing, operating income for 2007 was $85.2 million, or 12.8% of sales, representing an increase of $18.3 million compared to operating income of $66.9 million, or 12.4% of sales for 2006. For 2007, operating income (loss) for the E&C, D&S and BioMedical segments and Corporate were $33.8 million, or 13.3% of sales, $66.2 million, or 20.5% of sales, $17.8 million, or 19.7% of sales, and ($32.6) million, respectively. For 2006, operating income (loss) for the E&C, D&S and BioMedical segments and Corporate were $19.0 million, or 10.0% of sales, $54.5 million, or 20.2% of sales, $16.0 million, or 20.3% of sales, and $(22.6) million, respectively. Interest Expense, Net For the year ended December 31, 2007, net interest expense was $22.2 million compared to $25.5 million for the year ended December 31, 2006. The decrease of $3.3 million is primarily attributable to the reduction in the outstanding balance of the term loan portion of our senior secured credit facility as a result of voluntary principal payments during 2007 and 2006 totaling $90.0 million. The principal payments were funded by proceeds from the secondary stock offering completed in June 2007 and proceeds from warrant and option exercises and the Company’s Initial Public Offering (“IPO”) in July 2006. Interest income increased $0.4 million in 2007 compared to 2006 as a result of higher cash balances. The decrease in interest expense during 2007 was partially offset by higher interest rates on our senior secured credit facility and additional interest incurred on our senior subordinated notes, since the exchange offer related to our senior subordinated notes was not completed until April 2007, at which time this penalty interest ceased accruing. Further information regarding the Company’s debt is located in Note C to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Other Expense and Income For the years ended December 31, 2007 and 2006, amortization of deferred financing costs was $1.6 million and $1.5 million, respectively. This increase in amortization expense was attributable to additional deferred loan costs incurred for the amendment on the senior secured credit facility in connection with the IPO. Income Tax Expense Income tax expense for 2007 was $17.3 million and the effective tax rate was 28.2% compared to income tax expense for 2006 of $13.0 million and an effective tax rate of 32.3%. The decrease in the effective tax rate in 2007 was primarily attributable to an increase in foreign investment tax credits, an increase in the amount of foreign income subject to tax holidays, a decrease in enacted tax rates in certain foreign countries, and lower effective domestic state tax rates. Net Income As a result of the foregoing, net income for the year ended December 31, 2007 was $44.2 million compared to net income of $26.9 million for the year ended December 31, 2006 representing an increase of 64.3%. 38

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Orders and Backlog We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as revenue upon shipment or under the percentage of completion method. Backlog can be significantly affected by the timing of orders for large projects, particularly in the E&C segment, and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales. Orders included in our backlog may include customary cancellation provisions under which the customer could cancel part or all of the order at times potentially subject to the payment of certain costs and/or penalties. Our backlog as of December 31, 2008, 2007 and 2006 was $398.8 million, $475.3 million and $319.2 million, respectively. The table below sets forth orders and backlog by segment for the periods indicated:

2006

Ye ar En de d De ce m be r 31, 2007 2008

Orders Energy & Chemicals Distribution & Storage BioMedical Total

$ 230,460 296,136 79,171 $ 605,767

$ 408,020 324,698 94,045 $ 826,763

$ 220,833 367,556 94,214 $ 682,603

Backlog Energy & Chemicals Distribution & Storage BioMedical Total

$ 207,668 105,070 6,415 $ 319,153

$ 358,784 107,011 9,483 $ 475,278

$ 265,900 125,929 7,013 $ 398,842

Orders for 2008 were $682.6 million compared to $826.8 million for 2007, representing a decrease of $144.2 million, or 17.4%. E&C segment orders were $220.8 million in 2008 a decrease of $187.2 million compared to 2007. E&C orders fluctuate due to project size and it is not unusual to see order intake vary significantly between periods as a result. For example, during 2007 E&C was awarded a significant order in excess of $130 million from Energy World Corporation for four LNG liquefaction trains. In addition, the E&C segment experienced a decline in order levels during the fourth quarter as a result of the current global economic downturn and some order cancellations have occurred and potential new project timing has been delayed due to lack of project financing. D&S segment orders for 2008 were $367.5 million compared to $324.7 million for 2007, an increase of $42.8 million, or 13.2%. Bulk storage system and packaged gas system orders for the year were $225.1 million and $136.2 million, respectively, representing increases in both product lines. The acquisition of Flow in April 2008 also contributed to the increase in orders. Although orders on a year over year basis did increase, D&S also experienced weak order intake during the fourth quarter of 2008 as a result of the current global economic downturn. Orders for the BioMedical segment for 2008 were $94.2 million compared to orders of $94.1 million for the year ended December 31, 2007. Orders for medical respiratory products, biological storage systems, and MRI components and other liquid oxygen products were $37.1 million, $48.1 million and $9.0 million, respectively. The medical respiratory products and biological systems orders were driven by continued penetration and growth in international markets. Orders for 2007 were $826.8 million compared to $605.8 million for 2006, representing an increase of $221.0 million, or 36.5%. E&C segment orders were $408.0 million in 2007 and increased $177.5 million or approximately 77% compared to 2006. This growth in orders was driven by continued demand across E&C’s target markets, including LNG, petrochemical, natural gas processing and industrial gas and $38.2 million of additional air cooled exchangers. The E&C segment received a process system order totaling in excess of $130.0 million for four LNG liquefaction trains from Energy World Corporation to be installed in Southeast Asia. In addition, the E&C segment received an order in the fourth quarter of 2007 in excess of $25 million for an 39

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ethylene cold box in the Middle East and orders in excess of $20 million for brazed aluminum heat exchangers for air separation plants in China and Southeast Asia. D&S segment order for 2007 were $324.7 million compared to $296.1 million for 2006. D&S orders were consistently strong during 2007 due to continued demand in the global industrial gas market. Bulk storage system and packaged gas system orders for the year were $199.3 million and $125.4 million, respectively. Orders for medical respiratory products, biological storage systems and MRI components and other liquid oxygen products were $37.6 million, $43.2 million and $13.2 million, respectively. The medical respiratory products and biological system orders were driven by continued penetration and growth in international markets. Liquidity and Capital Resources The Company has a $240.0 million senior secured credit facility consisting of a $180.0 million term loan facility and a $115.0 million revolving credit facility, of which the entire $115.0 million may be used for letters of credit and bank guarantees and $55.0 million may be used for letters of credit extending more than one year from their date of issuance. The term loan facility matures on October 17, 2012 and the revolving credit facility matures on October 17, 2010. On July 31, 2006, we completed our IPO of 12,500,000 shares of our common stock for cash proceeds, before expenses, of $175.3 million. We used $25.0 million of the net proceeds to repay a portion of the term loan under our senior secured credit facility. The remaining $150.3 million of net proceeds was used to pay a dividend to our stockholders existing immediately prior to the IPO, consisting of affiliates of First Reserve and certain members of management. On August 25, 2006, a stock dividend of 1,875,000 shares was issued to the stockholders existing immediately prior to the completion of the IPO. On June 12, 2007, the Company completed a secondary stock offering of 12.6 million shares. The secondary shares were sold by FR X Chart Holdings LLC and certain members of the Company’s management. Our underwriters exercised their option to acquire 1.9 million shares to cover over-allotments in full as part of the offering. The net proceeds of $38.0 million received by the Company from the exercise of the overallotment option were used to make a $40.0 million voluntary principal payment under the term loan portion of the senior secured credit facility. Debt Instruments and Related Covenants As of December 31, 2008, the Company had $80.0 million outstanding under the term loan portion of its senior secured credit facility (the “Senior Credit Facility”), $163.2 million outstanding under its senior subordinated notes (the “Subordinated Notes”) and $30.3 million of letters of credit and bank guarantees supported by the revolving portion of the Senior Credit Facility. The Company is in compliance with all covenants, including its financial covenants, under the Senior Credit Facility and Subordinated Notes. Availability on the revolving portion of the Senior Credit Facility was $84.7 million at December 31, 2008 assuming Lehman honors their $5.0 million commitment as described below. During the twelve months ended December 31, 2008, the Company retired $6.8 million of its Subordinated Notes in open market purchases. On October 5, 2008, Lehman Commercial Paper Inc (“LCPI”), a subsidiary of Lehman Brothers Holdings Inc. and a lender under the revolving portion of the Senior Credit Facility (“Revolver”), filed for bankruptcy protection in Chapter 11 of the United States Bankruptcy Code. LCPI provides $5.0 million in commitments, or approximately 4.3% of total commitments, on the Revolver. It remains uncertain at this time whether LCPI will honor its obligations under the Senior Credit Facility. Accordingly, until such time as the Company can determine the likelihood of LCPI funding its share of the Revolver, the total borrowing capacity under the Revolver may be limited to $110.0 million. The potential loss of the $5.0 million in effective capacity would not have a material adverse effect on meeting the liquidity and capital resource needs of the Company. 40

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The registration rights agreement related to the Subordinated Notes required the Company to file an Exchange Offer Registration Statement and complete the exchange offer for the Subordinated Notes by August 14, 2006. Since the exchange offer was not completed when required, additional interest at a rate of 0.25% was incurred for the 90-day period commencing August 14, 2006, additional interest at a rate of 0.50% was incurred for the 90-day period commencing November 12, 2006 and additional interest at a rate of 0.75% was incurred for the 90-day period commencing February 10, 2007. The exchange offer was completed on April 6, 2007 and the additional interest ceased accruing as of that date. Chart Ferox, a.s., or Ferox, our wholly-owned subsidiary that operates in the Czech Republic, maintains secured revolving credit facilities with borrowing capacity including overdraft protection, of up to 150.0 million Czech korunas (“CSK”), of which 110.0 million CSK is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in CSK, euros and U.S. dollars. Our debt and related covenants are further described in Note C to our consolidated financial statements included elsewhere in this report. Sources and Uses of Cash Years Ended December 31, 2008 and 2007 Cash provided by operating activities for the year ended December 31, 2008 was $97.8 million compared to cash provided of $82.5 million for the year ended December 31, 2007. The increase of $15.3 million was driven by increased net income of $34.7 million partially offset by increases in inventory and decreases in accounts payable. Cash used by investing activities for the years ended December 31, 2008 and 2007 was $65.7 million and $18.5 million, respectively. $32.3 million during 2008 was invested in short term investments with original maturities of less than six months. Capital expenditures for 2008 were $14.0 million compared with $19.0 million for 2007. The 2008 capital expenditures were primarily for the D&S segment facility expansions and improvements mainly in China and the Czech Republic to support business growth and normal equipment purchases and replacements to increase automation and improve efficiency across all facilities. Capital expenditures in 2007 were primarily for the E&C segment brazed aluminum heat exchanger facility in La Crosse, Wisconsin and the expansion of the D&S manufacturing facility in China. In 2008, $18.8 million of cash, net of cash acquired was used to purchase Flow and $0.6 million was contributed to a joint venture in Saudi Arabia for the manufacture of air cooled heat exchangers. In 2007, $1.6 million was used to purchase the remaining interest of Chart Ferox a.s. and $2.1 million of cash proceeds were received from the sale of the Plaistow, New Hampshire facility that was closed in 2004. For the year ended December 31, 2008, cash used by financing activities was $4.1 million compared to cash provided of $7.4 million for the year ended December 31, 2007. During 2008, $6.8 million in cash was used to purchase a portion of our outstanding Subordinated Notes in September on the open market offset by cash received from the exercise of stock options. During 2007, $38.3 million of proceeds were received from the exercise of the underwriters’ over-allotment option in conjunction with the Company’s secondary stock offering completed in June, 2007 and $4.8 million in proceeds were received from the exercise of stock options. In May 2007, the Company received $1.3 million in contributions from its joint venture partners to fund a new joint venture based in China for manufacture of cryogenic trailers. Also in 2007, $40.0 million of cash was used for a voluntary principal prepayment under the term loan portion of our Senior Credit Facility. Years Ended December 31, 2007 and 2006 Cash provided by operating activities for the year ended December 31, 2007 was $82.5 million compared to cash provided of $36.4 million for the year ended December 31, 2006. The increase of $46.1 million was driven by increased net income of $17.3 million, non-cash operating activity increases of $4.4 million, particularly stock-based compensation expense, and cash generated from improved working capital management of $24.4 million. 41

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Cash used by investing activities for the years ended December 31, 2007 and 2006 was $18.5 million and $38.7 million, respectively. Capital expenditures for 2007 were $19.0 million compared with $22.3 million for 2006. The 2007 capital expenditures were primarily for continued expansion of the E&C segment brazed aluminum heat exchanger facility in La Crosse, Wisconsin and the D&S segment facility in China to support business growth and normal equipment purchases and replacements to increase automation and improve efficiency across all facilities. The 2006 capital expenditures primarily consisted of E&C segment brazed aluminum heat exchanger and process system facility expansions and D&S segment bulk tank facility expansions. In 2007, $1.6 million of cash was used to purchase the remaining interest of Chart Ferox a.s. and $2.1 million of cash proceeds were received from the sale of the Plaistow, New Hampshire facility that was closed in 2004. In 2006, $15.9 million of cash was used to acquire CSC. For the year ended December 31, 2007, cash provided by financing activities was $7.4 million compared to cash provided of $9.2 million for the year ended December 31, 2006. During 2007, $38.3 million of proceeds were received from the exercise of the underwriters’ overallotment option in conjunction with the Company’s secondary stock offering completed in June, 2007 and $4.8 million in proceeds were received from the exercise of stock options. In May 2007, the Company received $1.3 million in contributions from its joint venture partners to fund a new joint venture based in China for manufacture of cryogenic trailers. Also in 2007, $40.0 million of cash was used for a voluntary principal prepayment under the term loan portion of our senior secured credit facility. In 2006, $211.7 million in proceeds was received from the IPO and warrant and option exercises. A cash dividend of $150.3 million was paid in 2006 to stockholders existing immediately prior to the completion of the IPO. Also in 2006, $55.0 million was used for voluntary principal prepayments under the term loan portion of our senior secured credit facility and $1.5 million was used to repay seller notes related to the Changzhou CEM Cryo Equipment Co. Ltd. (“CEM”) acquisition. Cash Requirements The Company does not anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2009. We expect capital expenditures for 2009 to be in the range of $16.0 to $19.0 million primarily for continued automation or process improvements at existing manufacturing facilities and support of anticipated business growth in specific product lines. In 2009, the Company is forecasting to use approximately $17.1 million for scheduled interest payments under the Senior Credit Facility and Subordinated Notes. We are not required to make any scheduled principal payments in 2009 under the term loan portion of our Senior Credit Facility or Subordinated Notes, but we may consider making voluntary principal payments on our Senior Credit Facility, repurchasing our Subordinated Notes on the open market, or repurchase our stock with excess cash flow that is generated. In addition, we are forecasting to use approximately $31.0 to $33.0 million of cash to pay U.S. and foreign income taxes and approximately $0.9 million of cash to fund our defined benefit pension plans under ERISA funding requirements. 42

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Contractual Obligations Our known contractual obligations as of December 31, 2008 and cash requirements resulting from those obligations are as follows:

Total

Long-term debt Interest on long-term debt(1) Operating leases Pension obligations(2) Total contractual cash obligations

(1)

(2)

$243,175 116,169 18,546 10,522 $388,412

Paym e n ts Due by Pe riod 201020122009 2011 2013 (Dollars in thou san ds)

$ — 17,120 5,082 922 $23,124

$

— 36,268 6,386 4,800 $ 47,454

2014 an d Th e re afte r

$ 80,000 33,002 3,837 4,800 $121,639

$ 163,175 29,779 3,241 — $ 196,195

The interest payments in the above table were estimated based upon our existing debt structure at December 31, 2008, which included the Senior Credit Facility and Subordinated Notes, less scheduled debt payments each year, and the interest rates in effect at December 31, 2008. The planned funding of the pension obligations was based upon actuarial and management estimates taking into consideration the current status of the plans.

Not included in the above table are unrecognized tax benefits of $1,903 at December 31, 2008. Our commercial commitments as of December 31, 2008, which include standby letters of credit and bank guarantees, represent potential cash requirements resulting from contingent events that require performance by us or our subsidiaries pursuant to funding commitments, and are as follows: Total

Standby letters of credit Bank guarantees Total commercial commitments

$15,269 19,774 $35,043

2009 2010-2011 (Dollars in thou san ds)

$ 5,302 13,159 $18,461

$

9,967 6,615 $ 16,582

Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as defined in the Securities Act. Contingencies We are involved with environmental compliance, investigation, monitoring and remediation activities at certain of our operating facilities, and accrue for these activities when commitments or remediation plans have been developed and when costs are probable and can be reasonably estimated. Historical annual cash expenditures for these activities have been charged against the related environmental reserves. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 8 to 14 years as ongoing costs of remediation programs. Management believes that any additional liability in excess of amounts accrued, which may result from the resolution of such matters should not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. We are occasionally subject to various other legal claims related to performance under contracts, product liability, taxes and other matters, several of which claims assert substantial damages, in the ordinary course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, we believe the resolution of these other legal claims will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. See Item 1A. “Risk Factors.” 43

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Foreign Operations During 2008, we had operations in Australia, China, the Czech Republic, Germany and the United Kingdom, which accounted for approximately 22.0% of consolidated sales and 24.1% of total assets at December 31, 2008. Functional currencies used by these operations include the Australian dollar, the Chinese yuan, the Czech koruna, the euro and the British pound. We are exposed to foreign currency exchange risk as a result of transactions by these subsidiaries in currencies other than their functional currencies, and from transactions by our domestic operations in currencies other than the U.S. dollar. The majority of these functional currencies and the other currencies in which we record transactions are fairly stable. The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has enabled us to be sheltered from significant gains or losses resulting from foreign currency transactions. This situation could change if these currencies experience significant fluctuations or the volume of forward contracts changes. Application of Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions. Management believes the following are some of the more critical judgmental areas in the application of its accounting policies that affect its financial position and results of operations. Allowance for Doubtful Accounts. We evaluate the collectibility of accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount we believe will be collected. We also record allowances for doubtful accounts based on the length of time the receivables are past due and historical experience. If circumstances change (e.g., higher than expected defaults or an unexpected material adverse change in a customer’s ability to meet its financial obligations), our estimates of the collectibility of amounts due could be changed by a material amount. Inventory Valuation Reserves. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. If circumstances change (e.g., lower than expected or higher than expected usage), estimates of the net realizable value could be changed by a material amount. Long-Lived Assets. We monitor our long-lived assets for impairment indicators on an ongoing basis in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” If impairment indicators exist, we perform the required analysis and record impairment charges in accordance with SFAS No. 144. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon either discounted cash flow analyses or estimated salvage values. Cash flows are estimated using internal forecasts as well as assumptions related to discount rates. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. Goodwill and Other Indefinite-Lived Intangible Assets. Under SFAS No. 142, “Goodwill and Other Intangible Assets”, we evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis, and on an interim basis, if necessary. To test for impairment, we are required to estimate the fair market value of each of our reporting units. We developed a model to estimate the fair market value of our reporting units. This fair market value model incorporates our estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding 44

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the applicable discount rates to use to discount those estimated cash flows. Changes to these judgments and estimates could result in a significantly different estimate of the fair market value of the reporting units, which could result in a different assessment of the recoverability of goodwill and other indefinite-lived intangible assets. Pensions. We account for our defined benefit pension plans in accordance with SFAS No. 158, “Employers’ Accounting for Defined Benefit Pensions and Other Postretirement Benefit Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R),” which requires that the Company recognize the funded status of its benefit plans in the balance sheet. The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation. The Company recognizes the change in the funded status of the plan in the year in which the change occurs through accumulated other comprehensive income. Our funding policy is to contribute at least the minimum funding amounts required by law. SFAS No. 158 and the policies used by us, notably the use of a calculated value of plan assets (which is further described below), generally reduce the volatility of pension (income) expense from changes in pension liability discount rates and the performance of the pension plans’ assets. A significant element in determining our pension expense in accordance with SFAS No. 158 is the expected return on plan assets. We have assumed that the expected long-term rate of return on plan assets as of December 31, 2008 will be 7.25%. These expected return assumptions were developed using a simple averaging formula based upon the plans’ investment guidelines, mix of asset classes and the historical returns of equities and bonds. We believe our assumptions for expected future returns are reasonable. However, we cannot guarantee that we will achieve these returns in the future. The assumed long-term rate of return on assets is applied to the market value of plan assets. This produces the expected return on plan assets that reduces pension expense. The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains or losses affects the calculated value of plan assets and, ultimately, future pension income or expense. At the end of each year, we determine the rate to be used to discount plan liabilities. The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, we look to rates of return on high quality, fixedincome investments that receive one of the two highest ratings given by a recognized rating agency and the expected timing of benefit payments under the plan. At December 31, 2008, we determined this rate to be 6.0%. Changes in discount rates over the past three years have not materially affected pension (income) expense, and the net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, has been deferred as allowed by SFAS No. 158. At December 31, 2008, our consolidated net pension liability recognized was $15.2 million, an increase of $11.0 million from December 31, 2007. This increase in liability was due to losses in the value of the plan assets due to performance of the overall market and benefit payments of $1.2 million partially offset by employer contributions to the plan of $0.2 million. For the years ended December 31, 2008, 2007 and 2006, we recognized approximately $0.5 million, $0.7 million and $0.4 million, respectively, of pension income. See Note G to our financial statements included elsewhere in this report for further discussion. Environmental Remediation Obligations. Our obligations for known environmental problems at our current and former manufacturing facilities have been recognized on an undiscounted basis on estimates of the cost of investigation and remediation at each site. Management along with our consultants reviews our environmental remediation sites quarterly to determine if additional cost adjustments or disclosures are required. The characteristics of environmental remediation obligations, where information concerning the nature and extent of clean-up activities is not immediately available and changes in regulatory requirements frequently occur, result in a significant risk of increase to the obligations as they mature. Expected future expenditures are not discounted to present value and potential insurance recoveries are not recognized until realized. Product Warranty Costs. We estimate product warranty costs and accrue for these costs as products are sold. The warranty reserve includes both a general reserve component, calculated based upon historical experience over the warranty period for each product and a specific reserve component for any specifically identified warranty issues. Due to the uncertainty and potential volatility of these warranty estimates, changes in assumptions could materially affect net income. 45

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Revenue Recognition — Long-Term Contracts. We recognize revenue and gross profit as work on long-term contracts progresses using the percentage of completion method of accounting, which relies on estimates of total expected contract revenues and costs. We follow this method since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Since the financial reporting of these contracts depends on estimates, which are assessed continually during the term of the contract, recognized revenues and profit are subject to revisions as the contract progresses toward completion. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. Accordingly, favorable changes in estimates result in additional profit recognition, and unfavorable changes will result in the reversal of previously recognized revenue and profits. When estimates indicate a loss is expected to be incurred under a contract, cost of sales is charged with a provision for such loss. As work progresses under a loss contract, revenue and cost of sales continue to be recognized in equal amounts, and the excess of costs over revenues is charged to the contract loss reserve. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. We use the percentage of completion method of accounting primarily in the E&C segment. Stock-based Employee Compensation. Stock compensation expense is calculated in accordance with SFAS No. 123 (R) “Share-Based Payment”. SFAS No. 123(R) requires that the fair value of options and performance condition stock awards be calculated using an optionpricing model such as the Black-Scholes model. The grant date fair value calculation requires the use of variables such as exercise term of the option, future volatility, dividend yield and risk-free interest rate. The fair value of stock awards which vest based on a market condition is calculated using a pricing model such as the Monte Carlo Simulation model. Compensation expense is recognized over the vesting period of the option or term of the stock award after consideration of the estimated forfeiture rates. Recently Adopted Accounting Standards In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48. “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing thresholds and attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The Company adopted FIN 48 on January 1, 2007 with no material impact on its financial position, results of operations, liquidity or cash flows. See Note F to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157) which is effective for fiscal years beginning after November 15, 2007. SFAS No. 157 defines fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value and expands the disclosure requirements for fair value measurements. The adoption of SFAS No. 157 did not have a material effect on the Company’s financial position or results of operations. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to voluntarily choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. This statement is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 at January 1, 2008 did not have any impact on the Company’s financial position or results of operations. 46

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Recently Issued Accounting Standards In December 2007, SFAS No. 141 (R), “Business Combinations” was issued. SFAS No. 141 (R) requires the acquiring entity in a business combination to recognize the full fair value of the assets acquired and liabilities assumed in the transaction at the acquisition date, the immediate recognition of acquisition-related transaction costs and the recognition of contingent consideration arrangements at their acquisition date fair value. SFAS No. 141 (R) is effective for acquisitions that occur on or after the beginning of the fiscal year beginning on or after December 15, 2008. SFAS No. 141 (R) will impact the Company’s financial position and results of operations for any business combinations entered into after the date of adoption. In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”. SFAS No. 160 requires entities to report noncontrolling (formerly known as minority) interests as a component of shareholders’ equity on the balance sheet. SFAS No. 160 will be effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the impact of adoption on its financial position and results of operations. In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors to be considered in developing renewal and extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP 142-3 is effective prospectively for intangible assets acquired or renewed after January 1, 2009. The Company does not expect the adoption of FSP 142-3 will have a material impact on its financial position or results of operations. In November 2008, the FASB ratified EITF Issue No. 08-6, “Equity Method Investment Accounting Considerations” (EITF 08-6). EITF 086 addresses a number of matters associated with the impact of SFAS No. 141(R) and SFAS No. 160 on the accounting for equity method investments including initial recognition and measurement and subsequent measurement issues. EITF is effective, on a prospective basis, for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company does not believe that the adoption will have a material impact on its financial position or results of operations. In December 2008, the FASB issued FSP No. 132(R)-1, “Employers’ Disclosures about Pensions and Other Postretirement Benefit Plan Assets”. FSP 132(R)-1 requires additional disclosures about plan assets, including employers’ investment strategies, major categories of assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. The FSP is effective for fiscal years ending after December 15, 2009. Early application of the provisions of this FSP is permitted. Forward-Looking Statements This Annual Report on Form 10-K includes “forward-looking statements.” These forward-looking statements include statements relating to our business. In some cases, forward-looking statements may be identified by terminology such as “may,” “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations, liquidity, cash flow, results of operations, and trends, among other matters) or in other statements made by us are made based on management’s expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forwardlooking statements. We believe that the following factors, among others (including those described in Item 1A. “Risk Factors”), could affect our future performance and the liquidity and value of our securities and cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf: • •

the cyclicality of the markets which we serve and the vulnerability of those markets to economic downturns; the impact of the recent global economic and financial crisis; 47

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• • • • • • • • • • • • • • • • • • • • • • • • • •

the loss of, or a significant reduction or delay in purchases by our largest customers; the fluctuations in the price of oil and natural gas; degradation of our backlog as a result of modification or termination of orders; our reliance on the availability of key supplies and services; competition in our markets; general economic, political, business and market risks associated with our global operations; our ability to control our costs while maintaining customer relationships and core business resources; our ability to successfully manage our planned operational expansions; the loss of key employees; the pricing and availability of raw materials and our ability to manage our fixed-price contract exposure, including exposure to fixed pricing on long-term customer contracts; our ability to successfully acquire or integrate companies that provide complementary products or technologies; the impairment of our goodwill and other indefinite-lived intangible assets; fluctuations in foreign currency exchange and interest rates; the costs of compliance with environmental, health and safety laws and responding to potential liabilities under these laws; litigation and disputes involving us, including the extent of product liability, warranty, pension and severance claims asserted against us; labor costs and disputes and the deterioration of our relations with our employees; disruptions in our operations due to hurricanes or other severe weather; the underfunded status of our pension plan; our ability to continue our technical innovation in our product lines; our ability to protect our intellectual property and know-how; claims that our products or processes infringe intellectual property rights of others; regulations governing the export of our products; additional liabilities related to taxes; risks associated with our indebtedness, leverage, debt service and liquidity; fluctuations in the price of our stock; and other factors described in this Annual Report.

There may be other factors that may cause our actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. 48

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Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, our operations are exposed to continuing fluctuations in foreign currency values and interest rates that can affect the cost of operating and financing. Accordingly, we address a portion of these risks through a program of risk management. Our primary interest rate risk exposure results from the current Senior Credit Facility’s various floating rate pricing mechanisms. If interest rates were to increase 200 basis points (2%) from December 31, 2008 rates, and assuming no changes in debt from the December 31, 2008 levels, our additional annual expense would be approximately $1.6 million on a pre-tax basis. The Company has assets, liabilities and cash flows in foreign currencies creating exposure to foreign currency exchange fluctuations in the normal course of business. Chart’s primary exchange rate exposure is with the euro, the British pound, the Czech koruna and the Chinese yuan. Monthly measurement, evaluation and forward exchange rate contracts are employed as methods to reduce this risk. The Company enters into foreign exchange forward contracts to hedge anticipated and firmly committed foreign currency transactions. Chart does not use derivative financial instruments for speculative or trading purposes. The terms of the contracts are generally one year or less. The Company held positions in foreign exchange forward contracts at December 31, 2008. Covenant Compliance We believe that our Senior Credit Facility and the indenture governing our outstanding Subordinated Notes are material agreements, that the covenants are material terms of these agreements and that information about the covenants is material to an investor’s understanding of our financial condition and liquidity. The breach of covenants in the Senior Credit Facility that are tied to ratios based on Adjusted EBITDA, as defined below, could result in a default under the Senior Credit Facility and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indenture. Additionally, under the Senior Secured Facility and indenture, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA. Covenant levels and pro forma ratios for the four quarters ended December 31, 2008 are as follows:

Senior Secured Credit Facility(1) Minimum Adjusted EBITDA to cash interest ratio Maximum funded indebtedness to Adjusted EBITDA ratio Indenture(2) Minimum pro forma Adjusted EBITDA to pro forma fixed charge coverage ratio required to incur additional debt pursuant to ratio provisions(3) (1)

(2)

C ove n an t Le ve l

Four Q u arte rs En de d De ce m be r 31, 2008 Ratio

2.25x 5.00x

7.65x 0.65x

2.0x

0.7x

Failure to satisfy these ratio requirements would constitute a default under the Senior Credit Facility. If lenders under the Senior Credit Facility failed to waive any such default, repayment obligations under the Senior Credit Facility could be accelerated, which would also constitute a default under the indenture. Our ability to incur additional debt and make certain restricted payments under our indenture, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charge ratio of at least 2.0 to 1.0.

*Adjusted EBITDA as used herein is defined as net income before interest expense, provision for income taxes, depreciation and amortization and further adjusted to exclude non-recurring items, non-cash items and other adjustments permitted in calculating covenants contained in the related Senior Credit Facility and indenture governing the Subordinated Notes. 49

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Item 8.

Financial Statements and Supplementary Data.

Our Financial Statements and the accompanying Notes that are filed as part of this Annual Report are listed under Item 15. “Exhibits and Financial Statement Schedules” and are set forth beginning on page F-1 immediately following the signature page of this Form 10-K. Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None. Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of December 31, 2008, an evaluation was performed, under the supervision and with the participation of the Company’s management including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, such officers concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to the Company’s management including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting. Management’s Report on Internal Control Over Financial Reporting and the report of Ernst & Young LLP, the Company’s independent registered public accounting firm, are set forth on pages F-2 and F-4, respectively of this Annual Report on Form 10-K and incorporated herein by reference. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is set forth in Item 8. “Financial Statements and Supplementary Data,” on page F-4 under the caption “Report of Independent Registered Public Accounting Firm” and incorporated herein by reference. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B.

Other Information.

None. 50

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PART III Item 10.

Directors and Executive Officers of the Registrant.

Information required by this item as to the Directors of the Company appearing under the caption “Election of Directors” in the Company’s 2009 Proxy Statement is incorporated herein by reference. Information required by this item as to the Executive Officers of the Company is included as Item 4A of this Annual Report on Form 10-K as permitted by Instruction 3 to Item 401(b) of Regulation S-K. Information required by Item 405 is set forth in the 2009 Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” which information is incorporated herein by reference. Information required by Items 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is set forth in the 2009 Proxy Statement under the headings “Information Regarding Meetings and Committees of the Board of Directors”, “Code of Ethical Business Conduct and Officer Code of Ethics” and “Stockholder Communications with the Board”, which information is incorporated herein by reference. The Charters of the Audit Committee, Compensation Committee and Nominations and Corporate Governance Committee and the Corporate Governance Guidelines, Officer Code of Ethics and Code of Ethical Business Conduct are available on the Company’s website at www.chart-ind.com and in print to any stockholder who requests a copy. Requests for copies should be directed to Secretary, Chart Industries, Inc., One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio 44125. The Company intends to disclose any amendments to the Code of Ethical Business Conduct or Officer Code of Ethics, and any waiver of the Code of Ethical Business Conduct or Officer Code of Ethics granted to any Director or Executive Officer of the Company, on the Company’s website. Item 11.

Executive Compensation.

The information required by Item 402 of Regulation S-K is set forth in the 2009 Proxy Statement under the heading “Executive and Director Compensation,” which information is incorporated herein by reference. The information required by Items 407(e)(4) and 407(e)(5) of Regulation S-K is set forth in the 2009 Proxy Statement under the headings “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report,” respectively, which information is incorporated herein by reference. Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is set forth in the 2009 Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information,” which information is incorporated herein by reference. Item 13.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is set forth in the 2009 Proxy Statement under the headings “Related Party Transactions” and “Director Independence,” which information is incorporated herein by reference. Item 14.

Principal Accountant Fees and Services.

The information required by this item is set forth in the 2009 Proxy Statement under the heading “Principal Accountant Fees and Services,” which information is incorporated herein by reference. 51

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PART IV Item 15.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this 2008 Annual Report on Form 10-K: 1. Financial Statements. The following consolidated financial statements of the Company and its subsidiaries and the reports of the Company’s independent registered public accounting firm are incorporated by reference in Item 8: Management’s Report on Internal Control over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets at December 31, 2008 and 2007 Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2008, 2007 and 2006 Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006 Notes to Consolidated Financial Statements 2. Financial Statement Schedules. The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included. 3. Exhibits. See the Index to Exhibits at page E-1 of this Annual Report on Form 10-K. 52

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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHART INDUSTRIES, INC. By:

/S/ SAMUEL F. THOMAS S am u e l F. Th om as C h airm an , C h ie f Exe cu tive O ffice r an d Pre side n t

Date: February 25, 2009 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. S ignature an d Title

/ S/

SAMUEL F. THOMAS

Chairman, Chief Executive Officer, President and a Director

S am u e l F. Th om as

/S/ MICHAEL F. BIEHL

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Mich ae l F. Bie h l

/S/ KENNETH J. WEBSTER

Chief Accounting Officer and Controller (Principal Accounting Officer)

Ke n n e th J. W e bste r

/S/ W. DOUGLAS BROWN

Director

W . Douglas Brown

/S/ RICHARD E. GOODRICH

Director

Rich ard E. Goodrich

/S/ STEVEN W. KRABLIN

Director

S te ve n W . Krablin

/S/ MICHAEL W. PRESS

Director

Mich ae l W . Pre ss

/S/ JAMES M. TIDWELL

Director

Jam e s M. Tidwe ll

/S/ THOMAS L. WILLIAMS

Director

Th om as L. W illiam s

Date: February 25, 2009 53

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INDEX TO FINANCIAL STATEMENTS Audited Consolidated Financial Statements: Management’s Report on Internal Control over Financial Reporting

F-2

Reports of Independent Registered Public Accounting Firm

F-3

Consolidated Balance Sheets at December 31, 2008 and 2007

F-5

Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007, and 2006

F-6

Consolidated Statements of Shareholders’ Equity

F-7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007, and 2006

F-9

Notes to Consolidated Financial Statements

F-10 F-1

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Chart Industries, Inc. and its subsidiaries (the “Company”) are responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive and financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes policies and procedures that: • •

•

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2008 based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting is effective as of December 31, 2008. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report appearing below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. /S/ SAMUEL F. THOMAS

/S/ MICHAEL F. BIEHL

S am u e l F. Th om as C h airm an , C h ie f Exe cu tive O ffice r an d Pre side n t

Mich ae l F. Bie h l Exe cu tive Vice Pre side n t an d C h ie f Fin an cial O ffice r

F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Chart Industries, Inc. We have audited the accompanying consolidated balance sheets of Chart Industries, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chart Industries, Inc. and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. As more fully described in Note G to the consolidated financial statements on December 31, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 158, Employees Accounting for Defined Benefit Pension and Other Post-Retirement Plans. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Chart Industries, Inc. and subsidiaries internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2009 expressed an unqualified opinion thereon. /S/ ERNST & YOUNG LLP Cleveland, Ohio February 23, 2009 F-3

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Chart Industries, Inc. We have audited Chart Industries, Inc. and subsidiaries internal control over financial reporting as of December 31, 2008 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Chart Industries, Inc. and subsidiaries management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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 financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Chart Industries, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Chart Industries, Inc. and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008, and our report dated February 23, 2009 expressed an unqualified opinion thereon. /S/ ERNST & YOUNG LLP Cleveland, Ohio February 23, 2009 F-4

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CHART INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS De ce m be r 31, 2008 2007 (Dollars in thou san ds, e xce pt pe r sh are am ou n ts)

ASSETS Current Assets Cash and cash equivalents Short term investments Accounts receivable, net Inventories, net Unbilled contract revenue Prepaid expenses Other current assets Total Current Assets Property, plant and equipment, net Goodwill Identifiable intangible assets, net Other assets, net TOTAL ASSETS

$

$

LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable Customer advances and billings in excess of contract revenue Accrued salaries, wages and benefits Warranty reserve Other current liabilities Total Current Liabilities Long-term debt Long-term deferred tax liability, net Accrued pension liabilities Other long-term liabilities Shareholders’ Equity Common stock, par value $.01 per share — 150,000,000 shares authorized, as of December 31, 2008 and 2007, respectively, 28,397,821 and 28, 212,426 shares issued and outstanding at December 31, 2008 and 2007, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive income

$

$

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY The accompanying notes are an integral part of these consolidated financial statements. F-5

122,165 32,264 91,698 95,390 38,505 7,292 17,711 405,025 102,372 261,509 129,542 10,979 909,427

$

45,392 96,433 27,084 8,636 16,616 194,161 243,175 41,344 15,205 11,582

$

284 247,638 149,469 6,569 403,960 909,427

$

$

92,869 — 96,940 87,073 24,405 4,299 23,461 329,047 99,579 248,453 135,699 12,976 825,754

65,027 60,080 26,210 5,731 17,646 174,694 250,000 53,103 4,165 15,801

282 241,732 70,545 15,432 327,991 825,754

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CHART INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Ye ar En de d De ce m be r 31, 2008 2007 2006 (Dollars an d sh are s in thou san ds, e xce pt pe r sh are am ou n ts)

Sales Cost of sales Gross profit Selling, general and administrative expenses Amortization expense Employee separation and plant closure costs Reversal of contingent liabilities related to insolvent subsidiary Loss on sale or disposal of assets. Operating income Other expense (income): Interest expense, net Amortization of deferred financing costs Foreign currency loss (gain) Income before income taxes and minority interest Income tax expense (benefit): Current Deferred Income before minority interest Minority interest, net of taxes Net income Net income per common share — basic Net income per common share — diluted Weighted average number of common shares outstanding: Basic Diluted

$744,363 504,975 239,388 100,847 10,963 — (6,514) 739 106,035 133,353

$666,395 476,854 189,541 92,650 10,951 304 — 455 104,360 85,181

$537,454 382,535 154,919 72,214 15,438 396 — — 88,048 66,871

17,953 1,857 3,948 23,758 109,595

22,174 1,646 42 23,862 61,319

25,461 1,536 (533) 26,464 40,407

35,975 (5,486) 30,489 79,106 182 $ 78,924

24,349 (7,030) 17,319 44,000 (156) $ 44,156

19,376 (6,332) 13,044 27,363 468 $ 26,895

$ $

$ $

$ $

2.78 2.72 28,354 29,008

The accompanying notes are an integral part of these consolidated financial statements. F-6

1.64 1.61 26,872 27,493

1.70 1.65 15,835 16,269

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CHART INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY C om m on S tock

S h are s O u tstan ding

Balance at December 31, 2005 Equity contributions: Net income Other comprehensive income: Foreign currency translation adjustment Minimum pension liability adjustment, net of taxes of $885 Comprehensive income Compensation expense recognized for employee stock options Initial public offering, net proceeds Cash dividends Exercise of warrants Exercise of options Stock dividend Tax benefit on non-qualifying stock options Balance at December 31, 2006 Net income Other comprehensive income (loss) Foreign currency translation adjustment Amortization of unrecognized gains Increase in actuarial losses, net of tax benefit of ($833) Comprehensive income Compensation expense recognized for employee stock options Underwriters’ over-allotment option exercise, net proceeds Exercise of options Tax benefit of non-qualifying stock options Balance at December 31, 2007 Net income Other comprehensive income (loss): Foreign currency translation adjustment

7,952

Am ou n t

$

80

Accum u late d Addition al Re tain e d O the r Paid-in (Loss) C om pre h e n sive C apital Earn ings (Loss) In com e (Dollars an d sh are s in thou san ds)

Total S h are h olde rs’ Equ ity

$ 117,304

$

$

(506)

$

(548)

116,330

—

—

—

26,895

—

26,895

—

—

—

—

6,638

6,638

—

—

—

—

1,432

1,432 34,965

— 12,500 — 2,651 610 1,875

— 125 — 26 6 19

1,748 172,367 (150,313) 37,077 2,128 (19)

— — — — — —

— — — — — —

1,748 172,492 (150,313) 37,103 2,134 —

— 25,588 —

— 256 —

5,275 $ 185,567 —

— 7,522 —

5,275 219,734 44,156

$

— $ 26,389 44,156

$

$

— —

— —

— —

— —

9,294 (9)

9,294 (9)

— —

— —

— —

— —

(1,375) —

(1,375) 52,066

—

—

9,029

—

—

9,029

— —

— —

38,042 4,797

— 15,432 —

4,323 327,991 78,924

1,892 732

19 7

38,023 4,790

— 28,212 —

— 282 —

4,323 $ 241,732 —

—

$

— F-7

—

— $ 70,545 78,924

—

$

(1,383)

$

(1,383)

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C om m on S tock

S h are s O u tstan ding

Increase in pension liability, net of tax benefit of ($4,278) Comprehensive income Compensation expense recognized for employee stock options Exercise of options Tax benefit of non-qualifying stock options Other Balance at December 31, 2008

Am ou n t

— —

— —

— 186 — — 28,398

— 2 — — 284

$

Accum u late d Addition al Re tain e d O the r Paid-in (Loss) C om pre h e n sive C apital Earn ings (Loss) In com e (Dollars an d sh are s in thou san ds)

— — 3,134 1,327 1,435 10 $ 247,638

— — — — — — $149,469

$

The accompanying notes are an integral part of these consolidated financial statements. F-8

Total S h are h olde rs’ Equ ity

(7,480) —

(7,480) 70,061

— — — — 6,569

3,134 1,329 1,435 10 403,960

$

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CHART INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Ye ar En de d De ce m be r 31, 2008 2007 2006 (Dollars in thou san ds) O PERATING AC TIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred financing costs Employee stock and stock option related compensation expense Loss on sale or disposal of assets Depreciation and amortization Reversal of contingent liability on insolvent subsidiary Foreign currency transaction loss (gain) Minority interest Deferred income tax benefit Other Changes in assets and liabilities: Accounts receivable Inventory Unbilled contract revenues and other current assets Accounts payable and other current liabilities Deferred income taxes Customer advances and billings in excess of contract revenue

$ 78,924

$ 44,156

$

26,895

1,857 3,134 739 21,313 (6,514) 3,948 243 (5,486) (96)

1,646 9,029 455 18,706 — 42 (156) (7,030) —

1,536 1,907 — 20,913 — (533) 734 (6,332) —

2,505 (8,296) (14,045) (12,987) (4,768) 37,341

(19,022) (11,122) 12,212 19,245 473 13,873

(9,621) (15,366) (19,974) 21,049 (1,599) 16,789

97,812

82,507

36,398

(13,968) (32,264) — (18,828) (616)

(19,028) — 2,099 — (1,612)

(22,253) — — (15,927) (484)

Ne t C ash Use d In Inve stin g Activitie s FINANC ING AC TIVITIES Borrowings on revolving credit facilities P ayments on revolving credit facilities and short term debt P rincipal payments on long-term debt P ayment of financing costs Initial public offering proceeds, net Dividend payment Underwriters’ over-allotment proceeds, net Warrant and stock option exercise proceeds T ax benefit from exercise of stock options Other financing activities

(65,676)

(18,541)

(38,664)

— — (6,825) — — — — 1,329 1,435 —

9,000 (9,750) (40,000) (296) — — 38,042 4,797 4,323 1,328

4,250 (5,856) (55,000) (854) 172,496 (150,313) — 39,237 5,275 —

Ne t C ash (Use d In ) Provide d By Finan cin g Activitie s

(4,061)

7,444

9,235

28,075 1,221 92,869

71,410 2,605 18,854

6,969 559 11,326

$122,165

$ 92,869

Ne t C ash Provide d By O pe ratin g Activitie s INVES TING AC TIVITIES Capital expenditures Short term investments P roceeds from sale of assets Acquisition of business, net of cash acquired Other investing activities

Net increase in cash and cash equivalents Effect of exchange rate changes on cash Cash and cash equivalents at beginning of period C AS H AND C AS H EQ UIVALENTS AT END O F PERIO D

The accompanying notes are an integral part of these consolidated financial statements. F-9

$

18,854

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in thousands, except per share amounts) NOTE A — Nature of Operations and Summary of Significant Accounting Policies Nature of Operations: Chart Industries, Inc. (the “Company”), is a leading global supplier of standard and custom-engineered products and systems serving a wide variety of low-temperature and cryogenic applications. The Company has developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero. The majority of the Company’s products, including vacuum insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid-gas supply chain for the purification, liquefaction, distribution, storage and use of industrial gases and hydrocarbons. The Company has domestic operations located in eight states, including the principal executive offices located in Garfield Heights, Ohio, and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Investments in affiliates where the Company’s ownership is between 20 percent and 50 percent, or where the Company does not have control but has the ability to exercise significant influence over operations or financial policy, are accounted for under the equity method. Basis of Presentation: On June 12, 2007, the Company completed a secondary offering of 12,613 shares. The secondary shares were sold by FR X Chart Holdings LLC and certain members of the Company’s management. The option of 1,892 shares to cover over-allotments granted to the underwriters was exercised in full. The net proceeds of $38,042 received by the Company from the exercise of the over-allotment option were used to make a voluntary principal payment under the term loan portion of the senior secured credit facility. The consolidated financial statements and accompanying notes as of and for the years ended December 31, 2008, 2007 and 2006 are prepared in conformity with U.S. generally accepted accounting principles and require management to make certain estimates and assumptions. These may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. They may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates upon subsequent resolution of identified matters. Cash and Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. The December 31, 2008 and 2007 balances include money market investments. Short Term Investments: The Company’s short term investments consist of highly liquid, variable rate instruments, which have stated maturities of greater than three months but less than six months. These short term investments are recorded at cost which approximates fair value. The Company has determined that its investment securities are available and intended for use in current operations and, accordingly, has classified investment securities as current assets. The short term investments include domestic time deposits of $30,169 and foreign time deposits totaling 1,500 euros at December 31, 2008. Concentrations of Credit Risks: The Company sells its products to gas producers, distributors and end-users across the industrial gas, hydrocarbon and chemical processing industries in countries all over the world. Approximately 65%, 58% and 52% of sales were to foreign countries in 2008, 2007 and 2006, respectively. Sales to Air Liquide in 2008 and 2007 represented 10% of consolidated sales across all segments each year. No single customer exceeded ten percent of consolidated sales in 2006. Sales to the Company’s top ten customers accounted for 48%, 45% and 42% of consolidated sales in 2008, 2007 and 2006, respectively. The Company’s F-10

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) sales to particular customers fluctuate from period to period, but the large gas producer and distributor customers of the Company tend to be a consistently large source of revenue for the Company. To minimize credit risk from trade receivables, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the Energy and Chemicals (“E&C”) segment, the Company requires advance payments, letters of credit and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. The Company is also subject to concentrations of credit risk with respect to its cash and cash equivalents and forward foreign currency exchange contracts. To minimize credit risk from these financial instruments, the Company enters into these arrangements with major banks and other high credit quality financial institutions and invests only in high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations in this area. Allowance for Doubtful Accounts: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on the length of time the receivables are past due and historical experience. The allowance for doubtful accounts balance at December 31, 2008 and 2007 was $2,312 and $2,081, respectively. Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method at December 31, 2008 and 2007. The components of inventory are as follows: De ce m be r 31, 2008 2007

Raw materials and supplies Work in process Finished goods

$32,378 27,564 35,448 $95,390

$40,547 21,725 24,801 $87,073

Inventory Valuation Reserves: The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. If circumstances change (e.g., lower-than-expected or higher-than-expected usage), estimates of the net realizable value could be changed by a material amount. Property, Plant and Equipment: All capital expenditures for property, plant and equipment are stated on the basis of cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods F-11

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) for income tax purposes. Depreciation expense was $10,349, $7,755 and $5,475 for the years ended December 31, 2008, 2007 and 2006, respectively. The following table summarizes the components of property, plant and equipment:

Estim ate d Use ful

C lassification

Land and buildings Machinery and equipment Computer equipment, furniture and fixtures Construction in process

20-35 years 3-12 years 3-7 years

Less accumulated depreciation Total property, plant and equipment, net

De ce m be r 31, 2008 2007

$ 62,011 54,127 6,219 4,911 127,268 (24,896) $102,372

$ 52,007 46,631 5,444 12,154 116,236 (16,657) $ 99,579

The Company monitors its property, plant and equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” If impairment indicators exist, the Company performs the required analysis and records impairment charges in accordance with SFAS No. 144. In conducting its analysis, the Company compares the undiscounted cash flows expected to be generated from the longlived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated based upon either discounted cash flow analyses or estimated salvage values. Cash flows are estimated using internal forecasts as well as assumptions related to discount rates. Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. Goodwill and Other Intangible Assets: In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company does not amortize goodwill or other indefinite-lived intangible assets, but reviews them at least annually, and on an interim basis if necessary, for impairment using a measurement date of October 1st. The Company amortizes intangible assets that have finite lives over their useful lives. SFAS No. 142 requires that indefinite-lived intangible assets be tested for impairment and that goodwill be tested for impairment at the reporting unit level on an annual basis. Under SFAS No. 142, a company determines the fair value of any indefinite-lived intangible assets, compares the fair value to its carrying value and records an impairment loss if the carrying value exceeds its fair value. Goodwill is tested utilizing a two-step approach. After recording any impairment losses for indefinite-lived intangible assets, a company is required to determine the fair value of each reporting unit and compare the fair value to its carrying value, including goodwill, of such reporting unit (step one). If the fair value exceeds the carrying value, no impairment loss would be recognized. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. The amount of the impairment, if any, would then be measured in step two, which compares the implied fair F-12

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) value of the reporting unit’s goodwill with the carrying amount of that goodwill. The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets: W e ighte d Ave rage Estim ate d Use ful Life

Finite-lived assets Unpatented technology Patents Product names Non-compete agreements Customer relations Other

9 years 10 years 14 years 3 years 13 years —

Indefinite-lived intangible assets: Goodwill Trademarks and trade names

De ce m be r 31, 2008 Gross C arrying Accum u late d Am ou n t Am ortiz ation

De ce m be r 31, 2007 Gross C arrying Accum u late d Am ou n t Am ortiz ation

$ 10,808 8,297 2,580 3,474 103,509 50 $ 128,718

$

$ 261,509 34,552 $ 296,061

$

$

(3,897) (3,229) (677) (2,445) (23,450) (30) (33,728)

9,400 8,138 2,580 3,474 101,066 60 $ 124,718

$

$

(2,494) (2,257) (466) (1,850) (15,987) (25) (23,079)

$ 248,453 34,060 $ 282,513

Amortization expense for intangible assets subject to amortization was $10,963, $10,951 and $15,438 for the years ended December 31, 2008, 2007 and 2006, respectively, and is estimated to range from approximately $11,100 to $9,100 annually for fiscal years 2009 through 2013, respectively. Financial Instruments: The fair values of cash equivalents, short term investments accounts receivable and short term bank debt approximate their carrying amount because of the short maturity of these instruments. Derivative Instruments: The Company utilizes certain derivative financial instruments to enhance its ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument. The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases and certain intercompany transactions in the normal course of business. Contracts typically have maturities of less than one year. Principal currencies include the euro, British pound and Czech koruna. The Company’s foreign currency forward contracts do not qualify as hedges under the provisions of SFAS No. 133. Changes in their fair value are recorded in the consolidated statement of operations. The change in fair value for 2008 generated losses of $1,536. As of December 31, 2008, the Company held U.S. dollar forward currency contracts to buy $482 and to sell $1,191 against the euro. The Company also held forward currency contracts to sell 21,150 euro and 5,989 Polish zloty against the Czech koruna. These contracts are at various exchange rates and expire at various dates through December 2009. F-13

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company records warranty expense in cost of sales. The changes in the Company’s consolidated warranty reserve are as follows: Ye ar En de d De ce m be r 31, 2008 2007 2006

Balance at beginning of period Warranty expense Warranty usage. Balance at end of period

$ 5,731 5,598 (2,693) $ 8,636

$ 4,765 4,189 (3,223) $ 5,731

$ 3,598 4,210 (3,043) $ 4,765

Shareholders’ Equity: The Company reports comprehensive income in its consolidated statement of shareholders’ equity. The components of accumulated other comprehensive income (loss) are as follows: De ce m be r 31, 2008 2007

Foreign currency translation adjustments Pension liability adjustments, net of taxes of ($4,278) and ($833) at December 31, 2008 and 2007, respectively

$14,264 (7,695) $ 6,569

$15,647 (215) $15,432

Fair Value of Financial Instruments: Effective January 1, 2008, the Company adopted SFAS No. 157, except as it applies to the nonfinancial assets and nonfinancial liabilities subject to FSP No. 157-2. SFAS No. 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements. The three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations and engineered tanks, the Company uses the percentage of completion method of accounting. Earned revenue is based on the percentage that incurred costs to date bear to total estimated costs at completion after giving effect to the most current estimates. Earned revenue on contracts in process at December 31, 2008, 2007 and 2006, totaled $381,659, $249,654 and $216,971, respectively. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. Amounts billed on percentage of completion contracts in process at December 31, 2008, 2007 and 2006 totaled $400,774, $274,848 and $224,366, respectively. The cumulative F-14

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) impact of revisions in total cost estimates during the progress of work is reflected in the proper period as these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Failure to meet these targets can result in unrealized incentive fees. Incentive fee revenue is not recognized until it is earned. Shipping and Handling Costs: Amounts billed to customers for shipping and handling and the related costs are classified as sales. Net shipping costs of ($1,612), ($1,290) and ($1,378) for the years ended December 31, 2008, 2007 and 2006, respectively, are included in sales. Advertising Costs: The Company incurred advertising costs of $3,643, $2,322 and $2,684 for the years ended December 31, 2008, 2007 and 2006, respectively. Such costs are expensed as incurred. Research and Development Costs: The Company incurred research and development costs of $5,927, $5,730 and $3,876 for the years ended December 31, 2008, 2007 and 2006, respectively. Such costs are expensed as incurred. Foreign Currency Translation: The functional currency for the majority of the Company’s foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The resulting translation adjustments are recorded as a component of shareholders’ equity. Gains or losses resulting from foreign currency transactions are charged to operations as incurred. Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. Uncertain tax positions are accounted for under FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not (a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to income taxes are accounted for as income tax expense. Stock-Based Compensation: On October 17, 2005, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123 (R)”) using the modified prospective method. SFAS 123(R) requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. F-15

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) SFAS 123(R) requires companies to estimate the fair value of stock option awards on the date of grant using an option-pricing model. Compensation for share-based awards is recognized on an accrual basis over the vesting period. The total cost of a share-based payment ward is reduced by estimated forfeitures expected to occur over the vesting period of the award. See Note I for further discussions regarding stock options and other share-based awards. Earnings per share: The following table presents calculations of income (loss) per share of common stock: Ye ar En de d De ce m be r 31, 2008 2007 2006

Net income

$78,924

$44,156

$26,895

Net income per common share — basic Net income per common share — diluted Weighted average number of common shares outstanding — basic Incremental shares issuable upon assumed conversion and exercise of stock options Total shares — diluted

$ 2.78 $ 2.72 28,354 654 29,008

$ 1.64 $ 1.61 26,872 621 27,493

$ 1.70 $ 1.65 15,835 434 16,269

New Accounting Pronouncements. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157) which is effective for fiscal years beginning after November 15, 2007. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. In February 2008, the FASB issued Staff Position No. 157-2, “Effective Date of FASB Statement No. 157” which delayed the effective date of SFAS No. 157 for all non-financial assets and liabilities, except those that are recognized or disclosed at fair value on a recurring basis. SFAS No. 157 was effective for the Company on January 1, 2008. The adoption of SFAS No. 157 for financial assets and liabilities did not have any impact on the Company’s financial position or results of operations. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to voluntarily choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. This statement is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 at January 1, 2008 did not have any impact on the Company’s financial position or results of operations. In December 2007, SFAS No. 141(R), “Business Combinations” was issued. SFAS No. 141 (R) requires the acquiring entity in a business combination to recognize the full fair value of the assets acquired and liabilities assumed in the transaction at the acquisition date, the immediate recognition of acquisition-related transaction costs and the recognition of contingent consideration arrangements at their acquisition date fair value. SFAS No. 141 (R) is effective for acquisitions that occur on or after the beginning of the fiscal year beginning on or after December 15, 2008. SFAS No. 141(R) will impact the Company’s financial position and results of operations for any business combinations entered into after the date of adoption. F-16

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51”. SFAS No. 160 requires entities to report noncontrolling (formerly known as minority) interests as a component of shareholders’ equity on the balance sheet. SFAS No. 160 will be effective for fiscal years beginning on or after December 15, 2008. The Company is currently evaluating the impact of adoption on its financial position and results of operations. In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”, which requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS No. 161 will be effective for financial statements issued after November 15, 2008. The adoption of SFAS No. 161 did not have an impact on the Company’s financial reporting requirements. NOTE B — Balance Sheet Components The following table summarizes the components of other current assets, other assets, net, other current liabilities and other long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2008 and 2007: De ce m be r 31, 2008 2007

Other current assets: Deposits Assets held for sale Deferred income taxes Other receivables Other assets, net: Deferred financing costs Cash value life insurance Other Other current liabilities: Accrued interest Accrued other taxes Accrued income taxes Accrued rebates Accrued employee separation and plant closure costs Accrued other Other long-term liabilities: Accrued environmental Minority interest Accrued contingencies and other

F-17

$

388 985 8,898 7,440 $17,711

$

437 985 10,897 11,142 $ 23,461

$ 7,860 1,139 1,980 $10,979

$ 9,718 1,662 1,596 $ 12,976

$ 3,113 1,664 276 5,082 1,107 5,374 $16,616

$ 4,347 956 983 5,481 1,727 4,152 $ 17,646

$ 6,697 1,492 3,393 $11,582

$ 6,466 1,214 8,121 $ 15,801

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) NOTE C — Debt and Credit Arrangements The following table shows the components of the Company’s borrowings at December 31, 2008 and 2007, respectively. De ce m be r 31, 2008 2007

Senior term loan, due October 2012, average interest rate of 5.45% and 7.58% at December 31, 2008 and 2007, respectively Subordinated notes, due 2015, interest accrued at 9.125% Total debt Less: current maturities Long-term debt.

$ 80,000 163,175 243,175 — $243,175

$ 80,000 170,000 250,000 — $ 250,000

The Company has a senior secured credit facility (the “Senior Credit Facility”) and $163,175 of 9 1/8 % senior subordinated notes (the “Subordinated Notes”) outstanding. The Senior Credit Facility consists of a $180,000 term loan facility (the “Term Loan”) and a $115,000 revolving credit facility (the “Revolver”), of which $55,000 may be used for letters of credit extending beyond one year from their date of issuance. The Term Loan matures on October 17, 2012 and the Revolver matures on October 17, 2010. As a result of five voluntary principal prepayments in 2005, 2006 and June 2007, the Term Loan does not require any scheduled principal payments prior to the maturity date. The interest rate under the Senior Credit Facility is, at the Company’s option, the Alternative Base Rate (“ABR”) plus 1.0% or LIBOR plus 2.0% on the Term Loan and ABR plus 1.5% or LIBOR plus 2.5% on the Revolver. The applicable interest margin on the Revolver could decrease based upon the leverage ratio calculated at each fiscal quarter end. In addition, the Company is required to pay an annual administrative fee of $100, a commitment fee of 0.375% on the unused Revolver balance, a letter of credit participation fee of 2.0% per annum on the letter of credit exposure and a letter of credit issuance fee of 0.25%. The obligations under the Secured Credit Facility are secured by substantially all of the assets of the Company’s U.S. Subsidiaries and 65% of the capital stock of the Company’s non-U.S. Subsidiaries. The Subordinated Notes are due in 2015 with interest payable semi-annually on April 15th and October 15th. A registration rights agreement required the Company to file an Exchange Offer Registration Statement and complete the exchange offer for the Subordinated Notes by August 14, 2006. Since the exchange offer was not completed when required, additional interest at a rate of 0.25% was incurred for the 90day period commencing August 14, 2006, additional interest at a rate of 0.50% was incurred for the 90- day period commencing November 12, 2006, and additional interest at a rate of 0.75% was incurred for the 90-day period commencing February 10, 2007. The exchange offer was completed on April 6, 2007 and this additional interest ceased accruing as of that date. Any of the Subordinated Notes may be redeemed solely at the Company’s option beginning on October 15, 2010. The initial redemption price is 104.563 percent of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at the Company’s option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35 percent of the Subordinated Notes may be redeemed solely at the Company’s option at a price of 109.125 percent of the principal amount, plus accrued interest, using the proceeds from sales of certain kinds of capital stock. The Subordinated Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company, including the Senior Credit Facility, pari passu in right of payment with all future senior subordinated indebtedness of the Company, senior in right of payment with any future indebtedness of the Company that expressly provided for its subordination to the Subordinated Notes, and unconditionally F-18

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) guaranteed jointly and severally by substantially all of the Company’s U.S. Subsidiaries. During September 2008, the Company purchased $6,825 in principal of its Subordinated Notes on the open market. In conjunction with the purchase of the Subordinated Notes, the Company wrote off $218 of unamortized deferred financing costs which were being amortized over the term of the Subordinated Notes. The repurchased Subordinated Notes have been retired. The Senior Credit Facility agreement and provisions of the indenture governing the Subordinated Notes contain a number of customary covenants, including, but not limited to, restrictions on the Company’s ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations, pay dividends and distributions, and make capital expenditures. The Senior Credit Facility and indenture governing the Subordinated Notes also include covenants relating to leverage, interest coverage and fixed charge coverage ratios. The Company is in compliance with all covenants at December 31, 2008. At December 31, 2008, there was $80,000 and $163,175 outstanding under the Term Loan and Subordinated Notes, respectively, and letters of credit and bank guarantees totaling $30,254 supported by the Revolver. On October 5, 2008, Lehman Commercial Paper Inc. (“LCPI”), a subsidiary of Lehman Brothers Holdings Inc. and a lender under the revolver, filed for bankruptcy protection under Chapter 11 of United States Bankruptcy Code. LCPI provided $5,000 in commitments or approximately 4.3% of total commitments on the Revolver portion of the Senior Credit Facility. Accordingly, until such time as the Company can determine the likelihood of LCPI funding its share of the Revolver, the effective total borrowing capacity under the Revolver portion of the Senior Credit Facility may be limited to $110,000. Chart Ferox, a.s. (“Ferox”), a wholly-owned subsidiary of the Company, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to 150,000 Czech korunas (“CSK”), of which 110,000 CSK is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in CSK, euros and U.S. dollars. Borrowings in CSK are at PRIBOR, borrowings in euros are at EURIBOR and borrowings in U.S, dollars are at LIBOR, each with a fixed margin of 0.6 percent. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities in respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75 percent on the face amount of each guarantee. Ferox’s land, buildings and accounts receivable secure the revolving credit facilities. At December 31, 2008, there were no borrowings outstanding under, and $4,800 of bank guarantees supported by the Ferox revolving credit facilities. Flow Instruments & Engineering GmbH, which was acquired by Ferox in April 2008, maintains two revolving lines of credit with 320 euros in total borrowing capacity. As of December 31, 2008, there were no borrowings outstanding under either line of credit. The scheduled annual maturities of long-term debt at December 31, 2008, are as follows: Ye ar

Am ou n t

2009 2010 2011 2012 2013 and thereafter

$

— — — 80,000 $ 163,175 $ 243,175 F-19

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) The Company paid interest of $20,936, $24,039 and $25,570 for the years ended December 31, 2008, 2007 and 2006, respectively. The fair value of the term loan portion of the Senior Credit Facility is estimated based on the present value of the underlying cash flows discounted at the Company’s estimated borrowing rate. Under such method the fair value of the Company’s Term Loan approximated its carrying value at December 31, 2008 and 2007. The fair value of the Subordinated Notes is estimated based on the present value of the underlying cash flows using the Subordinated Notes current effective rate of return. The fair value approximates $142,000 at December 31, 2008. NOTE D — Employee Separation and Plant Closure Costs In 2005, the Company completed its manufacturing facility reduction plan, which commenced in 2002. These actions resulted in the announcements of the closure of the Company’s Distribution and Storage segment manufacturing facility in Plaistow, New Hampshire and the BioMedical segment manufacturing and office facility in Burnsville, Minnesota, respectively. The shutdown of the Burnsville, Minnesota manufacturing facility was completed in the first quarter of 2005. In each of these facility closures, the Company did not exit the product lines manufactured at those sites, but moved the manufacturing to other facilities with available capacity, most notably New Prague, Minnesota for engineered tank production and Canton, Georgia for medical respiratory production. During 2007 and 2006, the Company recorded employee separation and plant closure costs related to these facility reduction plans. In 2008, the Company reversed the $1,557 reserve for severance related to an insolvent former subsidiary. See Note J – Contingencies for further discussion. The following tables summarize the Company’s employee separation and plant closure costs activity for 2008, 2007 and 2006.

One-time employee termination costs Other associated costs Employee separation and plant closure costs Reversal of contingent liabilities Reserve usage Change in reserve Reserves as of January 1, 2008 Reserve as of December 31, 2008

One-time employee termination costs Other associated costs Employee separation and plant closure costs Reserve usage Change in reserve Reserves as of January 1, 2007 Reserve as of December 31, 2007

BioMe dical

Ye ar En de d De ce m be r 31, 2008 En e rgy Distribution & & Storage C h e m ical C orporate

$

$

$

— — — — (24) (24) 24 —

$

— — — — — — 170 170

$

$

— — — (1,557) (1,557) (1,557) 1,557 —

$

$

— — — — — — — —

BioMe dical

Ye ar En de d De ce m be r 31, 2007 En e rgy Distribution & & Storage C h e m ical C orporate

$

$

$ F-20

— — (97) (97) 121 24

$

— 304 304 (324) (20) 190 170

$

$

— — — — — 1,557 1,557

$

$

— — — — — — —

Total

$ — — — — (1,581) (1,581) 1,751 $ 170

Total

$ — 304 304 (421) (117) 1,868 $ 1,751

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts)

One-time employee termination costs Other associated costs Employee separation and plant closure costs Reserve usage Change in reserve Reserves as of January 1, 2006 Reserve as of December 31, 2006

BioMe dical

Ye ar En de d De ce m be r 31, 2006 En e rgy Distribution & & Storage C h e m icals C orporate

$

$

$

— — — (118) (118) 239 121

$

— 396 396 (396) — 190 190

$

$

— — — — — 1,557 1,557

$

$

— — — — — — —

Total

$ — 396 396 (514) (118) 1,986 $1,868

NOTE E — Acquisitions On April 1, 2008, Ferox acquired Flow Instruments & Engineering Gmbh (“Flow”), which is based in Germany, for 11,900 euros, net of cash acquired. The fair value of the net assets acquired and goodwill at the date of acquisition was $5,400 and $14,800, respectively. Flow manufactures cryogenic flow meter systems for industrial gases and liquefied petroleum gas, distribution equipment for transport of CO2 and other gases, and provides calibration services. Flow is included in the Company’s Distribution & Storage segment and added $6.8 million in sales since the acquisition date. In February 2008, the Company entered into a joint venture in Saudi Arabia with two other entities to form a company to manufacture air cooled heat exchangers. The contribution to the joint venture was $616 for a 34% share of the joint venture. The joint venture is accounted for under the equity method. In March 2007, the Company purchased the remaining minority interest in Ferox for a purchase price of $1,612. The purchase price was applied to eliminate the minority interest in Ferox of approximately $2,000. The difference between the purchase price and the value of the minority interest eliminated was allocated to adjust the fair value of the assets originally acquired. On May 26, 2006, the Company acquired the common stock of Cooler Service Company, Inc. (“CSC”) based in Tulsa, Oklahoma. The consideration paid was $15,927, net of cash acquired, including transaction costs. The acquisition was funded with cash on hand. The fair value of the net assets acquired and goodwill at the date of acquisition was $8,050 and $8,654, respectively. CSC designs and manufactures air cooled heat exchangers for multiple markets, including hydrocarbon, petrochemical and industrial gas processing, and power generation. CSC is included in the Company’s E&C segment. NOTE F — Income Taxes Income before income taxes and minority interest consists of the following: For th e Ye ar En de d De ce m be r 31, 2008 2007 2006

United States Foreign

$ 88,867 20,728 $109,595 F-21

$38,508 22,811 $61,319

$ 22,673 17,734 $ 40,407

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Significant components of the provision for income taxes are as follows: Ye ar En de d De ce m be r 31, 2008 2007 2006

Current: Federal State Foreign Deferred: Federal State Foreign

$32,410 1,030 2,535 35,975

$19,764 1,623 2,962 24,349

$13,995 1,722 3,659 19,376

(4,421) (1,687) 622 (5,486) $30,489

(5,795) (1,584) 349 (7,030) $17,319

(5,838) (544) 50 (6,332) $13,044

The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense is as follows: Ye ar En de d De ce m be r 31, 2008 2007 2006

Income tax expense (benefit) at U.S. statutory rate State income taxes, net of federal tax benefit Credit on foreign taxes paid Effective tax rate differential of earnings outside of U.S. Foreign investment tax credit Federal tax benefit of foreign sales Non-deductible (taxable) items Provision (income) for tax contingencies Domestic production activities deduction

$38,359 (427) (584) (4,759) (1,618) — 1,445 (147) (1,780) $30,489

$21,462 36 (926) (2,893) (1,780) — 1,893 332 (805) $17,319

$14,142 766 (309) (1,440) (527) (676) 136 1,148 (196) $13,044

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

Deferred tax assets: Accruals and reserves Pensions Inventory Tax credit carryforward Foreign net operating loss Stock options F-22

De ce m be r 31, 2008

De ce m be r 31, 2007

$

$

11,011 5,425 1,296 1,673 57 3,455

9,928 1,570 1,435 566 267 2,930

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) De ce m be r 31, 2008

Other — net Total deferred tax assets before valuation allowance Valuation allowance Total deferred tax assets, net of valuation allowance

$ $

Deferred tax liabilities: Property, plant and equipment Intangibles Total deferred tax liabilities

$

Net deferred tax liabilities

1,026 23,943 (57) 23,886

De ce m be r 31, 2007

$ $

1,680 18,376 (267) 18,109

$

$

9,418 46,915 56,333

$

9,129 51,186 60,315

$

(32,447)

$

(42,206)

As of December 31, 2008, the Company has tax credit carryforwards of $1,673, $551 of which will expire in 2014 through 2018 and the remainder can be carried forward indefinitely. In addition, the Company has foreign net operating losses of $199 of which $60 expires in 2013, and the remaining $139 can be carried forward indefinitely. During the year, the Company recorded a tax benefit of $113 as a reduction of goodwill for the realization of foreign net operating losses. At December 31, 2008, the Company has established a valuation allowance of $57 related to the foreign net operating losses. The Company has not provided for income taxes on approximately $67,834 of foreign subsidiaries’ undistributed earnings as of December 31, 2008, since the earnings retained have been reinvested indefinitely by the subsidiaries. It is not practicable to estimate the additional income taxes and applicable foreign withholding taxes that would be payable on the remittance of such undistributed earnings. The Company had net income tax payments of $36,167, $17,893 and $10,543 for the years ended December 31, 2008, 2007 and 2006, respectively. The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of FIN 48, the Company did not recognize material adjustments in the liability for unrecognized tax benefits. The reconciliation of beginning to ending unrecognized tax benefits is as follows: Ye ar En de d De ce m be r 31, 2008 2007

Unrecognized tax benefits at beginning of the year Additions based on tax positions related to the current year Additions for tax positions of prior years

$3,729 — 22 F-23

$ 3,578 36 513

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Ye ar En de d De ce m be r 31, 2008 2007

Reductions for tax positions of prior years Settlements Lapse of statutes of limitation Unrecognized tax benefits at end of the year

(1,268) (490) (90) $ 1,903

(398) — — $3,729

The amount of unrecognized tax benefits as of December 31, 2008 was $1,903. This amount includes $1,565 of unrecognized tax benefits which, if ultimately recognized, will reduce the Company’s annual effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had accrued approximately $168 for the payment of interest and penalties at December 31, 2008. The Company accrued approximately $80 and $315 for the years ended December 31, 2008 and 2007, respectively, in additional interest associated with uncertain tax positions. The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2004. The Internal Revenue Service (“IRS”) completed an examination of the Company’s U.S. income tax returns for 2004 and 2005 during 2008. As a result of the completion of the audit, the Company’s unrecognized tax benefits decreased by $1,379 which included an income tax benefit of $230. The Company also completed state audits during 2008 which decreased the Company’s unrecognized tax benefit by $326. It is reasonably possible the Company’s unrecognized tax benefits at December 31, 2008 may decrease within the next twelve months by approximately $433. NOTE G — Employee Benefit Plans The Company had four frozen defined benefit pension plans which were combined into one plan as of January 1, 2008. The plan covers certain U.S hourly and salary employees. The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation. The following table sets forth the components of net periodic pension benefit for the years ended December 31, 2008, 2007 and 2006.

2008

Interest cost Expected return on plan assets Amortization of net (gain) Total pension benefit

Ye ar En de d De ce m be r 31, 2007 2006

2,332 (2,878) — $ (546) F-24

2,121 (2,779) (9) $ (667)

2,042 (2,475) — $ (433)

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) The following table sets forth changes in the projected benefit obligation and plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheet:

Change in projected benefit obligation: January 1 projected benefit obligation Service cost Interest cost Benefits paid Actuarial (gains) losses and plan changes December 31 projected benefit obligation

De ce m be r 31, 2008

De ce m be r 31, 2007

$

39,742 — 2,332 (1,215) (119) 40,740

$

35,577 (8,998) 171 (1,215) 25,535

$

(15,205) 12,074 (3,131)

$

$

Change in plan assets: Fair value at January 1 Actual return Employer contributions Benefits paid Fair value at December 31

$

$

The funded status of the pension plans was as follows: Funded status (plan assets less than projected benefit obligations) Unrecognized actuarial loss Net amount recognized

$ $

$

$

$

37,400 — 2,122 (1,188) 1,408 39,742 34,112 1,979 674 (1,188) 35,577 (4,165) 316 (3,849)

At December 31, 2008 and 2007, the Company recorded unrecognized actuarial losses of $11,758 and $2,208 in accumulated other comprehensive income, respectively. The actuarial assumptions used in determining the funded status information and subsequent net periodic pension cost are as follows: Ye ar En de d De ce m be r 31, 2008 2007 2006

United States Plans Discount rate Expected long-term weighted average rate of return on plan assets

6.00% 7.25%

6.00% 8.25%

5.75% 8.25%

The discount rate reflects the current rate at which the pension liabilities could be effectively settled at year end. In estimating this rate, the Company looks to rates of return on high quality, fixed-income investments that receive one of the two highest ratings given by a recognized rating agency and the expected timing of benefit payments under the plan. The expected long-term weighted average rate of return on plan assets was established using the Company’s target asset allocation for equity and debt securities and the historical average rates of return for equity and debt securities. The Company employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of short and long-term plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies. F-25

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) The Company’s pension plan weighted-average actual (which is periodically rebalanced) and target asset allocations by asset category at December 31 are as follows: Actu al Targe t

Stocks Fixed income funds Cash and cash equivalents Total

49% 49% 2% 100%

2008

44% 53% 3% 100%

2007

49% 49% 2% 100%

The Company’s funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, the Company expects to contribute $922 to its defined benefit pension plan in 2009 and expects the following benefit payments to be paid by the plan: 2009 2010 2011 2012 2013 In aggregate during five years thereafter

$ 1,588 1,665 1,792 1,929 2,100 12,686 $21,760

The Company presently makes contributions to one bargaining unit supported multi-employer pension plan resulting in expense of $620, $476 and $440 for the years ended December 31, 2008, 2007 and 2006, respectively. As part of the closure of the Plaistow, NH facility in 2004, the Company withdrew from the multi- employer plan upon final termination of all employees at such facility. The Company has recorded a related estimated withdrawal liability of $170 at December 31, 2008 and 2007. Any additional liability over this accrued amount is not expected to have a material adverse impact on the Company’s financial position, liquidity, cash flows or results of operations. The Company has a defined contribution savings plan that covers most of its U.S. employees. Company contributions to the plan are based on employee contributions, and a Company match and discretionary contributions. Expenses under the plan totaled $5,059, $4,399 and $3,685 for the years ended December 31, 2008, 2007 and 2006, respectively. NOTE H — Stock Option Plans Under the Amended and Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”) which became effective in October 2005, the Company may grant stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), stock awards and performance based stock awards to employees and directors. A maximum of 3,421 shares of the Company’s common stock may be issued for grants under the Stock Incentive Plan. As of December 31, 2008, the Company had 797 shares of common stock available for future grant under the Stock Incentive Plan. The Company recognized stock-based compensation of $3,134, $9,029 and $1,907 for the years ended December 31, 2008, 2007 and 2006, respectively. The Company also recognized related tax benefits of $1,435, $4,323 and $5,275 for the years ended December 31, 2008, 2007 and 2006, respectively. On June 12, 2007, the F-26

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Company completed its secondary stock offering in which First Reserve Fund X, L.P. achieved a return on its investment that caused 82% of the performance-based options that were granted in 2005 and 2006 to vest as specified in the Stock Incentive Plan. As a result of the vesting, the Company recorded $6,211 in stock-based compensation expense in the second quarter of 2007. As of December 31, 2008, total share-based compensation of $3,769 is expected to be recognized over the remaining weighted average period of approximately 2.3 years. Stock Options Under the terms of the Stock Incentive Plan, stock options generally have either a 4 or 5 year graded vesting period, an exercise price equal to the fair market value of a share of common stock on the date of grant, and a contractual term of 10 years. The following table summarizes the Company’s stock option activity for the years ended December 31, 2008 and 2007: De ce m be r 31, 2008 W e ighte d Ave rage Nu m be r Exe rcise of S h are s Price

Outstanding at beginning of period Granted Exercised Expired or forfeited Outstanding at end of period

De ce m be r 31, 2007 W e ighte d Ave rage Nu m be r Exe rcise of S h are s Price

1,498 116 (178) (5) 1,431

$

Exercisable at end of year*

985

Participants at end of year

58

54

797

1,107

Available for future grant at end of year

2,442 129 (725) (348) 1,498

$

$

8.93 30.95 7.45 29.75 10.82

$

7.12 25.27 6.62 7.07 8.93

$

7.82

843

$

7.46

* Remaining contractual term of 7.6 years The total fair value of options vested was $1,257, $7,027 and $571 for the years ended December 31, 2008, 2007 and 2006, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008 and 2007 was $5,406 and $15,281, respectively. No options were exercised during the year ended December 31, 2006 under the Stock Incentive Plan. The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility and expected term of the options are based on historical information. The risk free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted average grant date fair values of stock options and the assumptions used in estimating the fair values are as follows: 2008

Weighted average grant date fair value Expected term (years) Risk-free interest rate Expected volatility

$30.95 6.25 3.54% 47.88% F-27

2007

$14.60 7.19 4.99% 49.00%

2006

$14.05 7.50 5.17% 46.94%

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Performance Stock Awards The Company granted 107 and 72 performance share units under the Stock Incentive Plan during 2008 and 2007, respectively. The performance share units granted in 2008 are earned over a 3 year period beginning on January 1, 2008 and the performance share units granted in 2007 are earned over a 2.5 year period beginning July 1, 2007. Total units earned may vary between 0% and 150% of the units based on the attainment of pre-determined performance and market condition targets as determined by the Board of Directors. The Company values performance stock awards based on market conditions using a Monte Carlo Simulation model that is performed by an outside valuation firm. The weighted average per share fair values were $29.22 and $25.51 for the 2008 and 2007 grants, respectively. Other In 2008, the Company granted the non-employee directors stock awards covering 7 shares of common stock that had a fair market value of $250. The stock awards were fully vested on the date of grant. In 2007, the Company granted restricted stock units covering 10 shares of common stock to non-employee directors. Each of the six grants had a fair market value of $40 on the date of grant. In 2006, the Company granted restricted stock units covering 16 shares of common stock to non-employee directors. Each of the six grants of restricted stock units had a fair market value of $40 on the date of grant. Restricted stock units for 7 shares were forfeited during 2007 upon the resignation of three directors. The remaining restricted stock units are expected to fully vest on the first anniversary of the date of grant or earlier in the event of a “change in control” as such term is defined in the Stock Incentive Plan. The Company recorded $321, $234, and $100 of compensation expense for the years ended December 31, 2008, 2007 and 2006, respectively. NOTE I — Lease Commitments The Company incurred $7,165, $6,477, and $4,373 of rental expense under operating leases for the years ended December 31, 2008, 2007 and 2006, respectively. Certain leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. In addition, the Company has the right, but no obligation, to renew certain leases for various renewal terms. At December 31, 2008, future minimum lease payments for non-cancelable operating leases for the next five years total $18,546 and are payable as follows: 2009 — $5,082; 2010 — $3,653; 2011 — $2,733; 2012 — $2,236; and 2013 and thereafter — $4,842. NOTE J — Contingencies Environmental The Company is subject to federal, state and local environmental laws and regulations concerning, among other matters, waste water effluents, air emissions and handling and disposal of hazardous materials such as cleaning fluids. The Company is involved with environmental compliance, investigation, monitoring and remediation activities at certain of its owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believes it is currently in substantial compliance with all known environmental regulations. At December 31, 2008 and 2007, the Company had undiscounted accrued environmental reserves of $6,697 and $6,466, respectively, recorded in other long-term liabilities. The Company accrues for certain environmental remediationrelated activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts and circumstances regarding each facility. Actual costs incurred may vary F-28

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 14 years as ongoing costs of remediation programs. Although the Company believes it has adequately provided for the cost of all known environmental conditions, the applicable regulatory agencies could insist upon different and more costly remediation than those the Company believes are adequate or required by existing law. The Company believes that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations. CHEL In March 2003, the Company completed the closure of its Wolverhampton, United Kingdom manufacturing facility, operated by the Company’s former Chart Heat Exchanger Limited (“CHEL”) subsidiary. In March 2003, CHEL filed for a voluntary administration under the United Kingdom (“U.K.”) Insolvency Act of 1986 and CHEL was no longer consolidated. CHEL’s application for voluntary administration was approved on April 1, 2003, an administrator was appointed and CHEL was no longer consolidated. Additionally, the Company received information that indicated that CHEL’s net pension plan obligations had increased significantly primarily due to a decline in plan asset values and interest rates as well as increased plan liabilities, resulting in a significant plan deficit as of March 2003. Based on the Company’s financial condition in March 2003, it determined not to advance funds to CHEL to fund CHEL’s obligations. Since CHEL was unable to fund its net pension deficit, the trustees of the CHEL pension plan requested a decision to wind-up the plan from a U.K. pension regulatory board. That board approved the wind-up as of March 28, 2003. For the year ended December 31, 2008, the Company recognized a $6.5 million benefit as a result of reversing contingent liabilities that were previously established for potential secondary pension and severance obligations related to CHEL. Based on events that occurred during 2008, including actions taken by a U.K. governmental agency to support a large portion of the pension obligations after the insolvent former subsidiary had made distributions to satisfy significant portions of its obligations generally, the contingent liabilities were no longer considered to be probable and were reversed. Legal Proceedings The Company is occasionally subject to various legal actions related to performance under contracts, product liability, taxes and other matters incidental to the normal course of its business. Based on the Company’s historical experience in litigating these actions, as well as the Company’s current assessment of the underlying merits of the actions and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse affect on the Company’s financial position, liquidity, cash flows or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. NOTE K — Reporting Segments The Company’s structure of its internal organization is divided into the following three reportable segments: Energy and Chemicals, Distribution and Storage, and BioMedical. The Company’s reportable segments are business units that offer different products. The reportable segments are each managed separately because they manufacture and distribute distinct products with different production processes and sales and marketing approaches. The Energy and Chemicals segment sells heat exchangers, cold boxes and liquefied natural gas vacuum insulated pipe to natural gas, petrochemical processing and industrial gas companies who use them for the liquefaction and separation of natural and industrial gases. The Distribution and Storage segment sells F-29

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO(2) systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The BioMedical segment sells medical respiratory products, biological storage systems and magnetic resonance imaging cryostat components. Due to the nature of the products that each operating segment sells, there are no inter-segment sales. Corporate includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, internal audit, risk management and stock-based compensation expense that are not allocated to the reportable segments. The Company evaluates performance and allocates resources based on operating income or loss from continuing operations before net interest expense, financing costs amortization expense, derivative contracts valuation expense, foreign currency loss, income taxes, minority interest and cumulative effect of change in accounting principle. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

En e rgy and C h e m icals

Sales from external customers Depreciation and amortization expense Operating income (loss) (A) Total assets(B)(C) Capital expenditures

$ 312,502 7,475 70,752 242,054 3,123

En e rgy and C h e m icals

Sales from external customers Employee separation and plant closure costs Depreciation and amortization expense Operating income (loss) Total assets(B)(D) Capital expenditures

$ 253,672 — 6,710 33,821 236,991 6,955

En e rgy and C h e m icals

Sales from external customers Employee separation and plant closure costs (benefit) Depreciation and amortization expense Operating income (loss) Total assets(B)(E) Capital expenditures

$ 190,673 — 8,135 18,957 224,277 13,365

Ye ar En de d De ce m be r 31, 2008 Re portable S e gm e n ts Distribution an d S torage BioMe dical C orporate

$

335,916 10,613 63,770 475,448 8,535

$

95,945 2,793 20,742 99,446 2,257

$

— 432 (21,911) 92,479 53

Ye ar En de d De ce m be r 31, 2007 Re portable S e gm e n ts Distribution an d S torage BioMe dical C orporate

$

322,565 304 9,170 66,167 423,247 9,714

$

90,158 — 2,590 17,788 104,623 1,932

$

— — 236 (32,595) 60,893 427

Ye ar En de d De ce m be r 31, 2006 Re portable S e gm e n ts Distribution an d S torage BioMe dical C orporate

$

268,303 396 10,168 54,545 376,168 7,934

$

78,478 — 2,380 15,969 101,785 864

$

— — 230 (22,600) 23,645 90

Total

$744,363 21,313 133,353 909,427 13,968

Total

$666,395 304 18,706 85,181 825,754 19,028

Total

$537,454 396 20,913 66,871 725,875 22,253

(A) Corporate operating income for the year ended December 31, 2008 includes a reversal of contingent liabilities related to an insolvent former subsidiary of $6,514. F-30

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) (B)

Corporate assets at December 31, 2008, 2007 and 2006 consist primarily of cash, cash equivalents, short term investments and deferred income taxes. (C) Total assets at December 31, 2008 include goodwill of $81,979, $144,060 and $35,470 for the Energy and Chemicals, Distribution and Storage and BioMedical segments, respectively. (D) Total assets at December 31, 2007 include goodwill of $82,116, $130,801 and $35,536 for the Energy and Chemicals, Distribution and Storage and BioMedical segments, respectively. (E) Total assets at December 31, 2006 include goodwill of $81,941, $129,751 and $35,452 for the Energy and Chemicals, Distribution and Storage, and BioMedical segments, respectively. A reconciliation of the total of the reportable segments’ operating income to consolidated income before income taxes and minority interest is presented below: Ye ar En de d De ce m be r 31, 2008 2007 2006

Operating income Other expense (income): Interest expense, net Amortization of deferred financing costs Foreign currency loss (gain) Income before income taxes and minority interest

$133,353

$85,181

$66,871

17,953 1,857 3,948 $109,595

22,174 1,646 42 $61,319

25,461 1,536 (533) $40,407

Ye ar En de d De ce m be r 31, 2008 2007 2006

Product Sales Information: Energy and Chemicals Segment Heat exchangers Cold boxes and LNG VIP Distribution and Storage Segment Cryogenic bulk storage systems Cryogenic packaged gas systems and beverage liquid CO(2) systems Cryogenic systems and components Cryogenic services BioMedical Segment Medical products and biological storage systems MRI components and other

$ 197,857 114,645 312,502

$ 155,822 97,850 253,672

$ 117,677 72,996 190,673

$ 164,165 123,698 19,060 28,993 335,916

$ 166,702 118,216 12,654 24,993 322,565

$ 141,119 93,690 12,249 21,245 268,303

$

$

$

83,901 12,044 95,945 $ 744,363

Total Sales F-31

77,866 12,292 90,158 $ 666,395

67,236 11,242 78,478 $ 537,454

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts)

Ge ograph ic In form ation:

United States Czech Republic Other Non-U.S. Countries Total

Ye ar En de d De ce m be r 31, 2008 Lon gLive d S ale s Asse ts

$539,321 113,836 91,206 $744,363

$340,188 104,550 59,325 $504,063

Ye ar En de d De ce m be r 31, 2007 Lon gLive d S ale s Asse ts

$484,427 96,925 85,043 $666,395

Ye ar En de d De ce m be r 31, 2006

S ale s

$368,300 70,020 57,957 $496,277

$

403,523 73,611 60,320 537,454

$

Note L — Quarterly Data (Unaudited) Selected quarterly data for the years ended December 31, 2008 and 2007 are as follows:

Sales Gross profit Operating income Net income Net income per share - diluted

First Q u arte r

Ye ar En de d De ce m be r 31, 2008 S e con d Th ird Fourth Q u arte r Q u arte r Q u arte r

$170,329 51,941 26,208 14,656 $ 0.51

$197,752 64,000 34,833 22,192 $ 0.76

First Q u arte r

Sales Gross profit Operating income Net income Net income per share - diluted (1)

$ 152,463 39,859 17,287 7,178 $ 0.28

$188,808 66,164 36,654 20,402 $ 0.70

Total

$187,474 57,283 35,658(1) 21,674 $ 0.75

Ye ar En de d De ce m be r 31, 2007 S e con d Th ird Fourth Q u arte r Q u arte r Q u arte r

$ 167,587 51,258 19,749 8,448 $ 0.32

$ 163,670 45,390 21,414 12,112 $ 0.42

$ 182,675 53,034 26,731 16,418 $ 0.57

$744,363 239,388 133,353 78,924

Total

$ 666,395 189,541 85,181 44,156

Includes $6.5 million benefit for the contingent liabilities reversal from the insolvent former subsidiary offset by $4.9 million in customer settlements and facility shutdown costs.

NOTE M — Supplemental Guarantor Financial Information The Company’s Subordinated Notes issued in October 2005 are guaranteed on a full, unconditional and joint and several basis by the following wholly owned subsidiaries: Chart, Inc., Caire Inc., Chart Energy and Chemicals, Inc., Chart Cooler Service Company, Inc., Chart International Holdings, Inc., Chart Asia, Inc. and Chart International, Inc. The following subsidiaries are not guarantors of the notes: Non -Gu aran tor Su bsidiarie s

Ju risdiction

Abahsain Specialized Industrial Co. Ltd. (34% owned) Changzhou CEM Cryo Equipment Co., Ltd. Chart Asia Investment Company Ltd. Chart Australia Pty. Ltd. Chart Biomedical Limited Chart Cryogenic Distribution Equipment (Changzhou) Co., Ltd. (50% owned) Chart Cryogenic Engineering Systems (Changzhou) Co., Ltd. Chart Cryogenic Equipment (Changzhou) Co., Ltd. Chart Ferox a.s. F-32

Saudi Arabia China Hong Kong Australia United Kingdom China China China Czech Republic

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) Non -Gu aran tor Su bsidiarie s

Ju risdiction

Chart Ferox GmbH Flow Instruments & Engineering GmbH GTC of Clarksville, LLC Lox Taiwan (11.25% owned) Zhangjigang Chart Hailu Cryogenic Equipment Co., Ltd. (dissolved during 2007)

Germany Germany Delaware Taiwan China

The following supplemental condensed consolidating and combining financial information of the Issuer, Subsidiary Guarantors and Subsidiary Non-Guarantors presents statements of operations for the years ended December 31, 2008, 2007 and 2006, balance sheets as of December 31, 2008 and December 31, 2007, and statements of cash flows for the years ended December 31, 2008, 2007 and 2006. F-33

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2008

Issu e r

S u bsidiary Gu aran tors

S u bsidiary Non Gu aran tors

C on solidating Adjustm e n ts

2,540 — 70,872 52,350 38,276 164,038 63,823 189,791 124,064 84,955 — 966 627,637

$

35,197 — 20,826 43,855 16,375 116,253 38,549 71,718 5,478 — — 1,613 233,611

$

182,552 182,552 — 226,382 16,994 425,928 — 201,709 201,709 627,637

$

39,469 39,469 — 99,440 9,747 148,656 — 84,955 84,955 233,611

$

ASSETS Cash and cash equivalents Short term investments Accounts receivable, net Inventory, net Other current assets Total current assets Property, plant and equipment, net Goodwill Intangible assets, net Investments in affiliates Intercompany receivables Other assets Total assets

$ 84,428 32,264 — — 8,857 125,549 — — — 201,709 325,557 7,860 $660,675

$

LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accruals Total current liabilities Long-term debt Intercompany payables Other long-term liabilities Total liabilities Common stock Other stockholders’ equity Total stockholders’ equity Total liabilities and stockholders’ equity

$(27,850) (27,850) 243,175 — 41,390 256,715 284 403,676 403,960 $660,675

$

F-34

$

$

$

$

$

$

Total

— — — (815) — (815) — — — (286,124) (325,557) — (612,496)

$122,165 32,264 91,698 95,390 63,508 405,025 102,372 261,509 129,542 540 — 10,439 $909,427

(10) (10) — (325,822) — (325,832) — (286,664) (286,664) (612,496)

$194,161 194,161 243,175 — 68,131 505,467 284 403,676 403,960 $909,427

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2007

Issu e r

S u bsidiary Gu aran tors

S u bsidiary Non Gu aran tors

C on solidating Adjustm e n ts

4,595 75,354 49,164 27,997 157,110 62,917 190,657 133,839 61,973 — 1,546 608,042

$

39,090 21,586 38,491 12,840 112,007 36,662 57,796 1,860 — — 1,619 209,944

$

159,966 159,966 — 272,325 10,623 442,914 — 165,128 165,128 608,042

$

30,763 30,763 — 109,922 7,286 147,971 — 61,973 61,973 209,944

$

ASSETS Cash and cash equivalents Accounts receivable, net Inventory, net Other current assets Total current assets Property, plant and equipment, net Goodwill Intangible assets, net Investments in affiliates Intercompany receivables Other assets Total assets

$ 49,184 — — 11,328 60,512 — — — 165,128 381,525 9,811 $616,976

$

LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable and accruals Total current liabilities Long-term debt Intercompany payables Other long-term liabilities Total liabilities Common stock Other stockholders’ equity Total stockholders’ equity Total liabilities and stockholders’ equity

$(16,175) (16,175) 250,000 — 55,160 288,985 282 327,709 327,991 $616,976

$

F-35

$

$

$

$

$

$

Total

— — (582) — (582) — — — (227,101) (381,525) — (609,208)

$ 92,869 96,940 87,073 52,165 329,047 99,579 248,453 135,699 — — 12,976 $825,754

140 140 — (382,247) — (382,107) — (227,101) (227,101) (609,208)

$174,694 174,694 250,000 — 73,069 497,763 282 327,709 327,991 $825,754

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended December 31, 2008

Issu e r

Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating (loss) income Interest expense, net Other expense (income), net Minority interest, net of tax Income (loss) before income taxes and equity in net (income) loss of subsidiaries Income tax (benefit) provision Equity in net (income) loss of subsidiaries Net income (loss)

$

S u bsidiary Non Gu aran tors

S u bsidiary Gu aran tors

— — — 1,557 (1,557) 18,574 1,857 —

$

(21,988) (6,112) (94,800) $ 78,924

$

548,734 353,924 194,810 89,577 105,233 4 1,867 —

200,965 155,578 45,387 14,901 30,486 (625) 2,081 182

103,362 32,916 (24,354) 94,800

28,848 3,685 — 25,163

$

C on solidating Adjustm e n ts

$

$

Total

(5,336) (4,527) (809) — (809) — — —

$744,363 504,975 239,388 106,035 133,353 17,953 5,805 182

(809) — 119,154 (119,963)

109,413 30,489 — $ 78,924

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended December 31, 2007 S u bsidiary Gu aran tors

Issu e r

Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating (loss) income Interest expense, net Other expense (income), net Minority interest, net of tax Income (loss) before income taxes and equity in net (income) loss of subsidiaries Income tax (benefit) provision Equity in net (income) loss of subsidiaries Net income (loss)

$

— — — 1,359 (1,359) 22,583 1,646 —

(25,588) (7,411) (62,333) $ 44,156 F-36

$

$

S u bsidiary Non Gu aran tors

493,878 344,552 149,326 90,039 59,287 (23) 135 —

176,311 135,724 40,587 12,962 27,625 (386) (93) (156)

59,175 21,805 (24,963) 62,333

28,260 2,925 — 25,335

$

C on solidating Adjustm e n ts

$

$

Total

(3,794) (3,422) (372) — (372) — — —

$666,395 476,854 189,541 104,360 85,181 22,174 1,688 (156)

(372) — 87,296 (87,668)

61,475 17,319 — $ 44,156

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2008 Issu e r

Cash flows from operating activities: Net cash (used in) provided by operating activities Cash flows from investing activities: Capital expenditures Acquisitions, net of cash acquired Short term investments Other investing activities Net cash used in investing activities Cash flows from financing activities: Net change in debt Stock option exercise proceeds Tax benefit from exercise of stock options Intercompany account changes Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Effect of exchange rate changes Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period

$(36,897)

S u bsidiary Gu aran tors

S u bsidiary Non -Gu aran tors

C on solidating Adjustm e n ts

$

$

$

110,963

50,681

(26,935)

Total

$ 97,812

— — (32,264) — (32,264)

(8,002) — — (616) (8,618)

(5,966) (18,828) — — (24,794)

— — — — —

(13,968) (18,828) (32,264) (616) (65,676)

(6,825) 1,329 1,435 108,467

— — — (104,400)

— — — (31,002)

— — — 26,935

(6,825) 1,329 1,435 —

104,406

(104,400)

(31,002)

26,935

(4,061)

35,245 —

(2,055) —

(5,115) 1,221

— —

49,184 $ 84,429

4,595 2,540

39,090 35,196

— —

$ F-37

$

$

28,075 1,221 — 92,869 $122,165

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CHART INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (Dollars and shares in thousands, except per share amounts) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Year Ended December 31, 2007 Issu e r

Cash flows from operating activities: Net cash (used in) provided by operating activities Cash flows from investing activities: Capital expenditures Other investing activities Net cash used in investing activities Cash flows from financing activities: Net change in debt Underwriters’ over-allotment proceeds, net Stock option exercise proceeds Tax benefit from exercise of stock options Other financing activities Intercompany account changes Net cash provided by (used in) financing activities Net increase in cash and cash equivalents Effect of exchange rate changes on cash Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period

$(22,041)

S u bsidiary Gu aran tors

S u bsidiary Non -Gu aran tors

C on solidating Adjustm e n ts

$

$

$

—

83,210

15,894

5,444

Total

$ 82,507

—

(10,876) 2,099 (8,777)

(8,152) (1,612) (9,764)

— — —

(19,028) 487 (18,541)

(40,000) 38,042 4,797 4,323 (296) 58,275

(750) — — — — (69,202)

— — — — 1,328 16,371

— — — — — (5,444)

(40,750) 38,042 4,797 4,323 1,032 —

65,141 43,100 —

(69,952) 4,481 —

17,699 23,829 2,605

(5,444) — —

6,084 $ 49,184

114 4,595

12,656 39,090

— —

7,444 71,410 2,605 — 18,854 $ 92,869

$ F-38

$

$

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EXHIBIT INDEX Exh ibit No.

Description

2.1

Agreement and Plan of Merger, dated as of August 2, 2005 by and among Chart Industries, Inc., certain of its stockholders, First Reserve Fund X, L.P. and CI Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

3.2

Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K, filed with the SEC on December 19, 2008 (File No. 001-11442)).

4.1

Form of Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

4.2

Indenture, dated as of October 17, 2005, between Chart Industries, Inc. and The Bank of New York as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

4.3

Registration Rights Agreement, dated October 17, 2005 among Chart Industries, Inc., the subsidiary guarantors party thereto and Morgan Stanley & Co., as representative of the initial purchasers (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

10.1

Underwriting Agreement, dated July 25, 2006, among Chart Industries Inc. and the several underwriters named therein (incorporated by reference to Exhibit 10.1 to Registrant’s quarterly report on Form 10-Q for the period ended September 30, 2006 (File No. 001-11442)).

10.2

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)).

10.3

Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan.* (x)

10.3.1

Form of Nonqualified Stock Option Agreement (2005 and 2006 grants) under the Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 (File No. 333133254)).*

10.3.2

Form of Restricted Stock Unit Agreement (for non-employee directors) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).*

10.3.3

Form of 2007 Performance Unit Agreement under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed with the SEC on August 7, 2007 (File No. 001-11442)).*

10.3.4

Form of 2008 Performance Unit Agreement under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-11442)).*

10.3.5

Form of 2009 Performance Unit Agreement under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan.* (x) E-1

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Exh ibit No.

Description

10.3.6

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)).*

10.3.7

Form of Nonqualified Stock Option Agreement (2009 grants) under the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan.* (x)

10.3.8

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)).*

10.3.9

Forms of Stock Award Agreement and Deferral Election Form (for non-employee directors) 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)).*

10.4

Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan.* (x)

10.5

2006 Chart Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).*

10.6

Incentive Compensation Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).*

10.6.1

Amendment No. 1 to Chart Executive Incentive Compensation Plan.* (x)

10.7

Credit Agreement, dated October 17, 2005, by and among FR X Chart Holdings LLC, CI Acquisition, Inc. and the Lenders thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333133254)).

10.7.1

Amendment No. 1 and Consent to the Credit Agreement and Amendment No. 1 to the Guarantee and Collateral Agreement dated July 31, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006).

10.8

Guarantee and Collateral Agreement, dated as of October 17, 2005 among FR X Chart Holdings LLC, as guarantor and pledgor, CI Acquisition, Inc., as borrower, each subsidiary loan party named therein and Citicorp North America, Inc., as collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133254)).

10.9

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. 00111442)).*

10.9.1

Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Samuel F. Thomas.*(x)

10.10

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)).*

10.10.1

Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Michael F. Biehl.*(x) E-2

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Exh ibit No.

Description

10.11

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. 00111442)).*

10.11.1

Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Matthew J. Klaben.* (x)

10.12

Employment Agreement, dated February 26, 2008, by and between Registrant and James H. Hoppel, Jr. (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on form 10-Q for the quarter ended March 31, 2008 (File No. 00111442)).*

10.12.1

Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and James H. Hoppel, Jr.* (x)

10.13

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. 00111442)).*

10.13.1

Amendment No. 1, effective January 1, 2009, to the Employment Agreement dated February 26, 2008 by and between Registrant and Kenneth J. Webster.* (x)

10.14

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)).

10.15

IAM Agreement 2007-2010, effective February 4, 2007, 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 10.16 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-141730)).

10.16

Underwriting Agreement, dated June 6, 2007, among Chart Industries, Inc. and the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Registrant’s current report on Form 8-K, filed with the SEC on June 12, 2007 (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 Executive Officer. (x)

31.2

Rule 13a-14(a) Certification of the Company’s Chief Financial Officer. (x)

32.1

Section 1350 Certification of the Company’s Chief Executive Officer. (xx)

32.2

Section 1350 Certification of the Company’s Chief Financial Officer. (xx)

(x) Filed herewith. (xx) Furnished herewith. * Management contract or compensatory plan or arrangement. E-3 Exhibit 10.3 AMENDED AND RESTATED CHART INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN This Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, initially approved by the Board of Directors of Chart Industries, Inc. on November 23, 2005 and amended on March 23, 2006, was then amended and restated in its entirety, and is now amended and restated as of December 15, 2008 for purposes of bringing the document into further compliance with Section 409 A of the Code, as follows: 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success. 2. Definitions The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

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(a) (b) (c) (d) (e) (f)

Act: The Securities Exchange Act of 1934, as amended, or any successor thereto. Affiliate: With respect to any entity, any entity directly or indirectly controlling, controlled by, or under common control with, such entity. Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan. Beneficial Owner: A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). Board: The Board of Directors of the Company. Change in Control: Unless the Committee specifies otherwise in an Award agreement, the occurrence of any of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or “group” (as such term is defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; (ii) any Person or group, other than the Permitted Holders, is or becomes the Beneficial Owner (except that a person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly,

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(g) (h) (i) (j)

(k)

(1)

of more than 50% of the total voting power of the voting stock of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. Committee: The Board or any person or persons designated by the Board to administer the Plan. Company: Chart Industries, Inc., a Delaware corporation. Disability: Inability of a Participant to perform in all material respects his duties and responsibilities to the Company, or any Subsidiary of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued for a period of six consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period. Any question as to the existence of the Disability of a Participant as to which the Participant and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Participant and the Company. If the Participant and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Participant shall be final and conclusive for all purposes of the Plan and any Award agreement. Employment: The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or its Affiliates and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board; provided that, for any Award that is or becomes subject to Section 409A of the Code, termination of Employment means a “separation from service” under Section 409A of the Code. Fair Market Value: On a given date, (i) if there is a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares 2

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are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and the per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the “NASDAQ”), or if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, and (ii) if there is no public market for the Shares on such date, the Fair Market Value shall be the fair market value of the Shares as determined in good faith by the Board assuming a hypothetical liquidation of the Company or the sale of the Company to a third party; provided that if the Participant disagrees with the Board’s determination, he may require the Company to retain an independent investment banker to determine the fair market value. The Company will bear the cost of such appraisal, unless the appraised value is 110% or less of the Board’s determination of the fair market value, in which case the Participant will bear the cost of such appraisal. (m) Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan. (n) Option: A stock option granted pursuant to Section 6 of the Plan. (o) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan. (p) Participant: An employee, director or consultant of the Company or its Affiliates who is selected by the Committee to participate in the Plan; provided however that, if the Shares issuable under this Plan are registered under the Securities Act of 1933, as amended on a Registration Statement on Form S-8 (or any successor form), then consultants may be Participants only to the extent Shares issuable hereunder may be registered on Form S-8 (or any successor form). (q) Permitted Holder: As of the date of determination, any and all of (i) an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or its Affiliates or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company and (ii) First Reserve Fund X, L.P. or any of its Affiliates. (r) Person: A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (s) Plan: The Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan. (t) Shares: Shares of common stock of the Company. (u) Stock Appreciation Right: A stock appreciation right granted pursuant to Section 7 of the Plan. 3

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(v)

Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).

3. Shares Subject to the Plan The total number of Shares which may be issued under the Plan is 3,421,030. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards or portions of Awards which terminate or lapse without issuance of Shares may be granted again under the Plan. 4. Administration The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. Subject to Section 15 of the Plan, the Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award and the Company or its Affiliates shall have the right and is authorized to withhold any applicable withholding taxes in respect to the Award, its exercise or any payment or transfer under or with respect to the Award and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares, provided that such shares have been held by the Participant for more than six (6) months (or such other period as established by the Committee from time to time in order to avoid adverse accounting treatment applying generally accepted accounting principles) or (b) with respect to minimum withholding amounts only, having Shares with a Fair Market Value equal to the amount withheld by the Company from any Shares that would have otherwise been received by the Participant. 4

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5. Limitations (a) (b)

No Award may be granted under the Plan after the tenth anniversary of the effective date of the Plan, but Awards theretofore granted may extend beyond that date. Subject to Section 9, neither the Option Price of an Option nor the exercise price of a Stock Appreciation Right may be reduced after the date of grant.

6. Terms and Conditions of Options Options granted under the Plan shall be non-qualified stock options for federal income tax purposes which are not intended to be treated as options that comply with Section 422 of the Code, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine: (a) (b) (c)

Option Price. Subject to Section 4, the Option Price per Share shall be equal to the Fair Market Value on the applicable date of grant. Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted. Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be 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 in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares, (iv) if there is a public market for the Shares at such time, to the extent permitted by, and 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, or (v) through such cashless exercise procedures (including surrender of a portion of the 5

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(d)

Option in payment of the Option Price) as the Committee may permit. Except with respect to an adjustment pursuant to Section 9 of the Plan, 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 in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the Option Price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

7. Terms and Conditions of Stock Appreciation Rights (a)

(b)

Grants. The Committee also may grant (i) a Stock Appreciation Right independent of an Option or (ii) a Stock Appreciation Right in connection with an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) must be granted at the time the related Option is granted, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7 (or such additional limitations as may be included in an Award agreement). Terms. The exercise price per Share of a Stock Appreciation Right shall be an amount determined by the Committee but in no event shall such amount be less than the greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation Right is granted or, in the case of a Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, the Option Price of the related Option and (ii) the minimum amount permitted by applicable laws, rules, by-laws or policies of regulatory authorities or stock exchanges. Each Stock Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right granted in conjunction with an Option, or a portion thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment to the Participant shall be made in Shares or in cash, or partly in Shares and partly in 6

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(c)

cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share. Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

8. Other Stock-Based Awards (a)

Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9. Adjustments Upon Certain Events Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan: (a)

Generally. In the event of any change in the outstanding Shares after the effective date of the Plan by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders other than regular cash dividends or any transaction similar to the foregoing, the Committee shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price or exercise price of any Award and/or (iii) any other 7

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(b)

affected terms of such Awards. However, any such adjustment to an Option or Stock Appreciation Right shall be made pursuant to applicable provisions of the Code, including Section 409A of the Code. Change in Control. In the event of a Change in Control after the effective date of the Plan, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions may automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change in Control and (ii) to the extent it would not trigger adverse taxation under Section 409A of the Code, the Committee may, but shall not be obligated to, (A) cancel such Awards for fair value, which, in the case of Options and Stock Appreciation Rights, shall equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights as of the date of the Change in Control) over the aggregate Option Price or exercise price of such Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms and value of any affected Awards previously granted hereunder as determined by the Committee or (C) provide that for a period of at least 15 days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect.

10. No Right to Employment or Awards The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). 11. Certificates All certificates, if any, evidencing Shares or other securities of the Company delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission or other applicable governmental authority, any stock exchange or market upon which such securities are then listed, admitted or quoted, as applicable, and any applicable Federal, state or any other 8

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applicable laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 12. Other Laws The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary; provided, however, that, with respect to any Award that is or becomes subject to Section 409A of the Code, a payment may only be delayed where the Company or any Affiliate reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law and provided that the payment is made at the earliest date at which the Company or Affiliate reasonably anticipates that the making of the payment will not cause such violation. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of applicable securities laws, including, without limitation, laws of the United States (and any state thereof), Germany, the United Kingdom, the Czech Republic or the People’s Republic of China. 13. Successors and Assigns The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. 14. Nontransferability of Awards Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. 15. Amendments or Termination The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. 9

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Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code. 16. International Participants With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law. 17. Choice of Law The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws. 18. Effectiveness of the Plan The effective date of this Plan was November 23, 2005; the effective date of this amendment and restatement of the Plan is December 15, 2008. 10 Exhibit 10.3.5 AMENDED AND RESTATED CHART INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT THIS PERFORMANCE UNIT AGREEMENT (the “Agreement”), is entered into as of this 23 day of February, 2009 (the “Grant Date”), by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) administers the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (the “Plan”); and WHEREAS, the Committee desires to provide the Grantee with Performance Units under the Plan upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Company and the Grantee agree as follows: 1. Definitions. Unless the context otherwise indicates, the following words used herein shall have the following meanings wherever used in this Agreement: a. b. c. d.

“Performance Period” means the period set forth in Exhibit A. “Performance Requirements” means the performance measures set forth in Exhibit A. “Performance Unit” means a unit representing the right to receive a Share after completion of the Performance Period provided that the Performance Requirements have been satisfied. “Retirement” (or variations thereof) means a voluntary separation from service with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities.

Notwithstanding this Section, and unless otherwise specified in the Agreement, capitalized terms shall have the meanings attributed to them under the Plan. 2. Grant of Performance Units. As of the Grant Date, the Company grants to the Grantee, upon the terms and conditions set forth in this Agreement, ( ) Performance Units. The Performance Units are granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan, which is hereby incorporated by reference in its entirety. In the

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event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern. The Grantee irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this Agreement on his own behalf and on behalf of any beneficiaries, heirs, legatees, successors and assigns. 3. Restrictions on Transfer of Performance Units. The Grantee and his or her beneficiaries, heirs, legatees, successors and assigns cannot sell, transfer, assign, pledge, hypothecate or otherwise directly or indirectly dispose of the Performance Units (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) or any interest therein. 4. Termination of Employment. 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 or, if the Committee so elects, the cash equivalent, 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. The Committee shall determine in its sole and exclusive discretion whether the Grantee’s Employment has terminated because of his or her Disability. The distribution or payment of the pro-rated award shall occur (if at all) at the same time as the distribution or payment specified in Section 6.

b.

Reasons Other Than Retirement, Death or Disability. Except as otherwise provided in Section 5, if the Committee determines in its sole and exclusive discretion that the Grantee’s Employment has terminated prior to the end of the Performance Period for reasons other than those described in Section 4(a) above, the Grantee will forfeit his or her Performance Units. If the Performance Units are forfeited, the Grantee and all persons who might claim through him or her will have no further interests under this Agreement.

5. Change in Control. Upon a Change in Control prior to the end of the Performance Period: 2

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a.

b.

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 the appropriate number of Shares, or, if the Committee so elects, cash, determined in accordance with subsection (a) above shall be issued or paid to the Grantee not later than 30 days after the date of the Change in Control.

6. Distributions. Within 60 days after satisfaction or deemed satisfaction of the Performance Requirements: a.

b.

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 or, if the Committee so elects, the cash equivalent; and 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 or, if so elected, the cash equivalent, and provided that the Grantee is in active Employment on the last day of the Performance Period.

For purposes of this Section 6, “earned” Shares are those Shares to which the Grantee is entitled based upon the Earned Performance Units (as described in Exhibit A) and the terms of Section 4 or 5, if applicable. For purposes of this Agreement, the cash equivalent of Shares is their Fair Market Value on the date of payment. Upon payment of the cash equivalent of Shares, the recipient and all persons who might claim through him or her shall have no remaining interest under this Agreement. 7. Dividend and Voting Rights. The Grantee will not have any voting rights or be entitled to any dividends with respect to Performance Units unless and until the Performance Requirements are timely satisfied, the Committee elects not to make payments in cash and Shares have actually been issued to the Grantee. No dividends or dividend equivalents will be paid to the Grantee based upon interests in the Performance Units during the Performance Period. 8. Designation of Beneficiary. By properly executing and delivering a Designation of Beneficiary Form to the Company, the Grantee may designate an individual or individuals as his or her beneficiary or beneficiaries with respect to his or her interest under this Agreement. If the Grantee fails to properly designate a beneficiary, his or her interests under this Agreement will pass to the person or persons in the first of the following classes (who shall be deemed a beneficiary or beneficiaries) in which there are any survivors: (i) spouse at the time of death; (ii) 3

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issue, per stirpes; (iii) parents; and (iv) the estate. Except as the Company may determine in its sole and exclusive discretion, a properly completed Designation of Beneficiary Form shall be deemed to revoke all prior designations with respect to this Agreement (or, if the form so provides, the Plan) upon its receipt and approval by the designated representative of the Company. 9. Non-Transferability of Shares; Legends. Upon the acquisition of any Shares pursuant to this Agreement, if the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), they may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to the Shares has become effective or unless the Grantee establishes to the satisfaction of the Company that an exemption from such registration is available. The Shares will bear a legend stating the substance of such restrictions, as well as any other restrictions the Committee deems necessary or appropriate. In addition, the Grantee will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or this Agreement. 10. Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of Shares. The provisions of this Agreement will be applicable to the performance units, Shares or other securities, if any, which may be acquired by the Grantee related to the Performance Units as a result of a liquidation, recapitalization, reorganization, redesignation or reclassification, split-up, reverse split, merger, consolidation, dividend, combination or exchange of Performance Units or Shares, exchange for other securities, a sale of all or substantially all assets or the like. The Committee may appropriately adjust the number and kind of performance units or Shares described in this Agreement to reflect such a change. Section 9 of the Plan shall control in the event of any inconsistency between that section and this Section 10. 11. Plan Administration. The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Secretary at: Chart Industries, Inc. One Infinity Corporate Centre, Suite 300 Garfield Heights, OH 44125 Attn.: Secretary 12. Notices. Any notice relating to this Agreement intended for the Grantee will be sent to the address appearing in the personnel records of the Company, its Affiliate or its Subsidiary. Either party may designate a different address in writing to the other. Any notice shall be deemed effective upon receipt by the addressee. 13. Termination of Agreement. This Agreement will terminate on the earliest of: (a) the last day of the Performance Period if the Performance Requirements are not satisfied; (b) the date of termination of the Grantee’s Employment for reasons referenced in Section 4(b) prior to the last day of the Performance Period; or (c) the date that Shares are delivered to the Grantee 4

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(or his or her beneficiary or beneficiaries) or the date of payment of the cash equivalent thereof to the Grantee (or his or her beneficiary or beneficiaries). Any terms or conditions of this Agreement that the Company determines are reasonably necessary to effectuate its purposes will survive the termination of this Agreement. 14. Successors and Legal Representatives. This Agreement will bind and inure to the benefit of the Company and the Grantee and their respective heirs, beneficiaries, executors, administrators, estates, successors, assigns and legal representatives. 15. Integration. This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach. 16. Separability. In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement. 17. Incapacity. If the Committee determines that the Grantee is incompetent by reason of physical or mental disability or a person incapable of handling his or her property, the Committee may deal directly with or direct any payment to the guardian, legal representative or person having the care and custody of the incompetent or incapable person. The Committee may require proof of incompetence, incapacity or guardianship, as it may deem appropriate before making any payment. In the event of a payment, the Committee will have no obligation thereafter to monitor or follow the application of the amounts so paid. Payments pursuant to this paragraph shall completely discharge the Company with respect to such payments. 18. No Further Liability. The liability of the Company, its Affiliates, its Subsidiaries and the Committee under this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its Affiliates, its Subsidiaries or the Committee in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement. 19. Section Headings. The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections. 5

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20. No Right to Continued Employment. Nothing in this Agreement will be construed to confer upon the Grantee the right to continue in the employment or service of the Company, its Subsidiaries or Affiliates, or to be employed or serve in any particular position therewith, or affect any right which the Company, its Subsidiaries or an Affiliate may have to terminate the Grantee’s employment or service with or without cause. 21. Governing Law. Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. 22. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. 23. Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Grantee hereunder without the consent of the Grantee. 24. Withholding. The Grantee may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Performance Units or Shares, or any payment or transfer under or with respect to the Performance Units or Shares and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to pay any or all such withholding taxes as provided for in Section 4 of the Plan. 25. Code Section 409A. It is intended that this Agreement and the compensation and benefits hereunder either be exempt from, or comply with, Internal Revenue Code Section 409A, and this Agreement shall be so construed and administered. If the Company reasonably determines that any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Section 409A, the Company, after consultation with the Grantee, shall have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to: (a) exempt the compensation and benefits payable under this Agreement from Section 409A; or (b) comply with the requirements of Section 409A. In no event, however, shall this Section or any other provisions of the Plan or this Agreement be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or awards or payments under, this Agreement and the Company shall have no responsibility for tax consequences of any kind, whether or not such consequences are contemplated at the time of entry into this Agreement, to Grantee (or his beneficiary) resulting from the terms or operation of this Agreement. 6

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has hereunto set his hand. Grantee

Chart Industries, Inc. By:

Print Name:

Its:

Date:

Date: 7

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EXHIBIT A PERFORMANCE REQUIREMENTS Performance Period The Performance Period begins on January 1, 2009 and ends on December 31, 2011. Performance Measures The Performance Measures are: 1.

Relative Total Shareholder Return (“RTSR”) - RTSR is determined by comparing the total shareholder return of the Company with the total shareholder return of the peer group of companies designated on Exhibit B (the companies listed on Exhibit B are the “Peer Group”). Total shareholder return is the result of (a) minus (b), plus (c), divided by (d), where: a. is the Share price on December 31, 2011; b. is the Share price on January 1, 2009; c. is the Dividends over the Performance Period; and d. is the Share price on January 1, 2009. For purposes of this formula, (x) the Share price on any given day shall be the average daily closing price for the Shares over the ten-trading-day period ending on that day, based on reported closing prices for the Shares for the ten trading days (on which the Shares traded regular way in the market) ending on that day (or, if that day is not a trading day on which the Shares traded regular way in the market, then ending on the last trading day on which the Shares traded regular way in the market immediately preceding that day), and (y) “Dividends” includes regular dividends, special or one-time dividends, Share buybacks and other payments or distributions from the Company to holders of Shares and, in the case of Peer Group companies, from each of those companies to the holders of their common stock of any class. The Committee may, in the exercise of its discretion in good faith and in a manner consistent with the purposes of this Agreement, make such adjustments in calculating the RTSR as it deems necessary or appropriate to account for extraordinary or non-recurrent events affecting the Company or the Peer Group companies. Without limiting the foregoing, the Committee may make appropriate adjustments to the RTSR to reflect a merger, asset sale, spin-off, stock split, stock dividend, public offering, bankruptcy or liquidation affecting the Company or any Peer Group company.

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2.

Relative EBITDA Growth (“REBITDA Growth”) - REBITDA Growth is determined by comparing the EBITDA growth of the Company with the EBITDA growth of the Peer Group companies. EBITDA is defined as adjusted earnings before interest, taxes, depreciation and amortization as stated in, or derived from, the Company’s or the applicable Peer Group company’s publicly available financial statements (included in an Annual Report on Form10-K or Quarterly Report on Form 10-Q, as applicable, or any successor report as it may be designated in the future, or in another public disclosure in the absence of such a report for the period in question in definitive, unsuperseded form at the time of measurement). Company EBITDA growth will be measured against the EBITDA growth of the Peer Group of companies over three separate one-year measurement periods (each, a “Measurement Period”). Measurement Period 1 is January 1, 2009 through December 31, 2009 Measurement Period 2 is January 1, 2010 through December 31, 2010 Measurement Period 3 is January 1, 2011 through December 31, 2011 At the end of each Measurement Period, the Company’s EBITDA growth for such period will be compared to the EBITDA growth of the Peer Group of companies for such period and the Company’s performance will be given a percentile ranking among the Peer Group companies for such period based on such comparison (each, a “One-Year REBITDA Percentile Ranking”). EBITDA growth for any Measurement Period for the Company or any peer group company shall be the percent by which EBITDA for such period for such company exceeds the EBITDA for such company for the twelve months immediately preceding the beginning of such Measurement Period. When calculating any relative EBIDTA growth percentile ranking among companies, companies reporting positive growth will rank higher the greater the amount of the positive growth and companies reporting negative growth will rank lower the greater the amount of the negative growth. For a Peer Group company whose fiscal year does not end at the end of the calendar year, EBITDA will be calculated using quarterly data from the four most recently completed quarters of such company before the end of each Measurement Period so as to align the period of comparison as closely as possible with the Company’s fiscal year end. The Committee may, in the exercise of its discretion in good faith and in a manner consistent with the purposes of this Agreement, interpolate, estimate or, in the case of unreported results, disregard the results of individual Peer Group companies to the extent required to make the necessary calculations under this Agreement within the timeframe required by this Agreement. The Committee may, in the exercise of its discretion in good faith and in a manner consistent with the purposes of this Agreement, make such adjustments in calculating EBITDA of the Company or a Peer Group company, or otherwise in calculating the REBITDA Growth, as it deems necessary or appropriate to account for extraordinary, unusual or non-recurring events affecting the Company or a Peer Group company. Without limiting the foregoing, the Committee may make appropriate adjustments to 2

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EBITDA or REBITDA Growth to reflect a merger, acquisition, disposition, spin-off, bankruptcy or liquidation, material impairment or restructuring charge, gain or loss on sale of non-operating assets, income or loss from discontinued operations, income or expenses related to the adoption of accounting principles, and any other extraordinary items affecting the Company or any Peer Group company deemed to be adjustments by the Committee. Earned Performance Units The Performance Units subject to, respectively, the RTSR and REBITDA Growth Performance Measures shall become, respectively, RTSR Earned Performance Units and REBITDA Earned Performance Units (collectively, the “Earned Performance Units”), as determined pursuant to the methodologies set forth below: 1.

RTSR Earned Performance Units RTSR Earned Performance Units are determined as follows: a. b. c.

Measure total shareholder return for the Performance Period for the Company and for each entity that makes up the Peer Group. Determine the percentile ranking of the Company compared to the Peer Group based upon the cumulative total shareholder return over the Performance Period. Determine the percentage of earned Performance Units (the “RTSR Earned Percentage”) as follows: Le ve ls

Pe rce n tage Ran k ing

Threshold Target Maximum

RTS R Earn e d Pe rce n tage

35th 55th 75th

10% 100% 150%

With respect to performance levels that fall between these percentiles, the RTSR Earned Percentage will be interpolated on a straight-line basis. In no event will the RTSR Earned Percentage exceed 150%. d.

Determine the number of earned Performance Units (“RTSR Earned Performance Units”) as follows: 50% X RTSR Earned Percentage X Number of Performance Units 3

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2.

REBITDA Earned Performance Units REBITDA Earned Performance Units are determined as follows: a.

b.

Add the One-Year REBITDA Percentile Ranking of the Company for each of the three separate Measurement Periods and divide by three to calculate an average percentile ranking (the “Average Percentile Ranking”) of the Company among the Peer Group over the three-year Performance Period. If the performance period is less than three years due to a Change in Control, then the Average Percentile Ranking would be determined by using a partial-year Measurement Period for any partial-year period through the Change in Control and by dividing by a number less than three equal to the number of years (including any fractional years) from January 1, 2009 through the Change in Control. Based on such Average Percentile Ranking, determine the percentage of earned Performance Units (the “REBITDA Earned Percentage”) as provided as follows. Ave rage Pe rce n tile Ran k ing

Le ve ls

Threshold Target Maximum

35th 55th 75th

REBITDA Earn e d Pe rce n tage

10% 100% 150%

With respect to performance levels that fall between these percentiles, the REBITDA Earned Percentage will be interpolated on a straight-line basis. In no event will the REBITDA Earned Percentage exceed 150%. c.

Determine the number of earned Performance Units (“REBITDA Earned Performance Units”) as follows: 50% X REBITDA Earned Percentage X Number of Performance Units 4

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EXHIBIT B PEER GROUP Air Products & Chemicals Inc. Airgas Inc. Altra Holdings Inc. Ampco-Pittsburgh Corp. Barnes Group Inc. Cameron International Corp. Circor Intl. Inc. Columbus McKinnon Corp. Dresser-Rand Group Inc. Enpro Industries Inc. Gorman-Rupp Co. Kaydon Corp. Lufkin Industries, Inc. National Oilwell Varco Inc. Powell Industries Inc. Praxair Inc. Robbins & Myers Inc. Exterran Holdings, Inc. Exhibit 10.3.7 AMENDED AND RESTATED CHART INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of this 2nd day of January, 2009 (the “Grant Date”), between Chart Industries, Inc., a Delaware corporation (the “Company”), and (the “Participant”). WITNESSETH: WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) administers the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (the “Plan”); and WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant nonqualified stock options to the Participant upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Company and the Participant agree as follows: 1. Interpretation. Unless otherwise specified in this Agreement, capitalized terms shall have the meanings attributed to them under the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern. 2. Grant of the Option. As of the Grant Date, the Company grants to the Participant, under the terms and conditions of this Agreement, the right to purchase all or any part of an aggregate of ( ) Shares, which right will vest over a period of time in accordance with Section 4 (the “Option”), subject to adjustment as set forth in Section 9 of the Plan. The Option is intended to be a nonqualified stock option. 3. Option Price. The purchase price of the Shares subject to the Option shall be, and shall never be less than, the Fair Market Value of the Shares on the Grant Date. The Fair Market Value of a Share on the Grant Date is $11.00 (the “Option Price”). The Option Price is subject to adjustment as described in Section 9 of the Plan. 4. Vesting. a.

b.

Service-Based. Subject to the Participant’s continued Employment as of such dates (except as otherwise provided herein with respect to Retirement), 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. 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

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vested and not previously 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 separation from service with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities. 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 Affiliates, or (vi) any other act or course of conduct by the 2

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iv.

Participant which will demonstrably have a material adverse effect on the Company, a Subsidiary or Affiliate’s business; and “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.

5. Exercise of Option. a.

Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant (or his or her successor, as appropriate) may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of: i. the tenth anniversary of the Grant Date; ii. the first anniversary of the Participant’s termination of Employment due to death or Disability; iii. thirty (30) days following the date of the Participant’s termination of Employment by the Participant without Good Reason (other than Retirement) or by the Company or its Affiliates for Cause; and iv. ninety (90) days following the date of the Participant’s termination of Employment for reasons other than Retirement or the reasons described in Section 5(a)(ii) and 5(a)(iii) above.

b.

Method of Exercise. 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 3

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ii.

iii.

iv.

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. 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. 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. In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s beneficiary to the extent set forth in Section 5(a). No beneficiary, executor, administrator, heir or legatee of the Participant shall have greater rights than the Participant under this Agreement or otherwise.

6. Designation of Beneficiary. By properly executing and delivering a Designation of Beneficiary Form to the Company, the Participant may designate an individual or individuals as his or her beneficiary or beneficiaries with respect to his or her interest under the Plan. If the Participant fails to properly designate a beneficiary, his or her interests under this Agreement will pass to the person or persons in the first of the following classes (who shall be deemed a beneficiary or beneficiaries) in which there are any survivors: (i) spouse at the time of death; (ii) issue, per stirpes; (iii) parents; and (iv) the estate. Except as the Company may determine in its sole and exclusive discretion, a properly completed Designation of Beneficiary Form shall be deemed to revoke all prior designations upon its receipt and approval by the designated representative. 4

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7. Non-Transferability of Option. The Option (and any portion thereof) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by beneficiary designation pursuant to this Agreement or the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable. No permitted transfer of the Option shall be effective to bind the Company unless the Committee is furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Plan and this Agreement. During the Participant’s lifetime, the Option is exercisable only by the Participant. 8. Non-Transferability of Shares; Legends. Upon the acquisition of any Shares pursuant to the exercise of the Option, if the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), they may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to the Shares has become effective or unless the Participant establishes to the satisfaction of the Company that an exemption from such registration is available. The Shares will bear a legend stating the substance of such restrictions, as well as any other restrictions the Committee deems necessary or appropriate. In addition, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or this Agreement. 9. Plan Administration. The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Secretary at: Chart Industries, Inc. One Infinity Corporate Centre, Suite 300 Garfield Heights, OH 44125 Attn.: Secretary 10. Notices. Any notice relating to this Agreement intended for the Participant will be sent to the address appearing in the personnel records of the Company, its Affiliate or its Subsidiary. Either party may designate a different address in writing to the other. Any notice shall be deemed effective upon receipt by the addressee. 11. Successors and Legal Representatives. This Agreement will bind and inure to the benefit of the Company and the Participant and their respective heirs, beneficiaries, executors, administrators, estates, successors, assigns and legal representatives. 12. Withholding. The Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Option, its exercise or any payment or transfer under or with respect to the Option and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to pay any or all such withholding taxes as provided for in Section 4 of the Plan. 5

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13. Integration. This Agreement, together with the Plan, constitutes the entire agreement between the Participant and the Company with respect to the subject matter hereof and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof will not be deemed a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach. 14. Separability. In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement. 15. Incapacity. If the Committee determines that the Participant is incompetent by reason of physical or mental disability or a person incapable of handling his or her property, the Committee may deal directly with, or direct any issuance of Shares to, the guardian, legal representative or person having the care and custody of the incompetent or incapable person. The Committee may require proof of incompetence, incapacity or guardianship, as it may deem appropriate before making any issuance. In the event of an issuance of Shares, the Committee will have no obligation thereafter to monitor or follow the application of the Shares issued. Issuances made pursuant to this paragraph shall completely discharge the Company’s obligations under this Agreement. 16. No Further Liability. The liability of the Company, its Affiliates, its Subsidiaries and the Committee under this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its Affiliates, its Subsidiaries or the Committee in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement. 17. Section Headings. The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections. 18. No Right to Continued Employment. Nothing in this Agreement will be construed to confer upon the Participant the right to continue in the Employment of the Company, its Subsidiaries or its Affiliates, or to be employed or serve in any particular position therewith, or affect any right the Company, its Subsidiaries or its Affiliates may have to terminate the Participant’s Employment or service with or without cause. 19. Governing Law. Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. 20. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. 21. Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such 6

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waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Participant hereunder without the consent of the Participant. 22. Code Section 409A. It is intended that this Agreement and the compensation and benefits hereunder meet the requirements for exemption from Code Section 409A set forth in Treas. Reg. Section 1.409A-1(b)(5), as well as any other such applicable exemption, and this Agreement shall be so construed and administered. If the Company determines that any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Code Section 409A, the Company shall, after consultation with the Participant, have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Code Section 409A. In no event, however, shall this Section or any other provisions of the Plan or this Agreement be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or awards or payments under this Agreement and the Company shall have no responsibility for tax consequences of any kind to the Participant (or his beneficiary) resulting from the terms or operation of this Agreement. 23. Adjustment of Number of Shares, Etc. Subject to Code Section 409A, if, after the Grant Date, there is any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders other than regular cash dividends or any transaction similar to the foregoing, then (a) there shall automatically be substituted for each Share subject to the Option the number and kind of shares of capital stock or other securities into which each outstanding Share shall be changed, (b) the Option Price shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the Option shall remain the same as immediately prior to such event, and (c) the Committee shall make such other appropriate adjustments to the securities subject to the Option as may be appropriate and equitable and to the extent necessary to avoid the application of Code Section 409A or its adverse tax consequences, and any such adjustment shall be final, binding and conclusive as to the Participant. Any such adjustment may provide for the elimination of fractional shares if the Committee shall so direct. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Participant

Chart Industries, Inc. By:

Print Name:

Its:

Date:

Date: 7 Exhibit 10.4 AMENDED AND RESTATED CHART INDUSTRIES, INC. VOLUNTARY DEFERRED INCOME PLAN

WHEREAS, Chart Industries, Inc. (the “Company”) heretofore adopted the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan (the “Plan”), an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the United States Code of Federal Regulations Section 2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”); and WHEREAS, the Company heretofore amended the Plan and desires to further amend the Plan to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); NOW, THEREFORE, effective January 1, 2009, the Plan is amended and restated to comply with, or achieve exemption from, Section 409A of the Code, and the final regulations thereunder, with the Plan being operated in reasonable, good faith compliance with Code Section 409A for the period January 1, 2005 to December 31, 2008. SECTION 1. PURPOSE OF PLAN The Plan is unfunded and is maintained for the purpose of providing deferred compensation to a select group of management and highly compensated employees of the Company within the meaning of the United States Code of Federal Regulations Section 2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan will be administered in accordance with such purpose and in accordance with the provisions of Section 409A of the Code. SECTION 2. DEFINITIONS “Administrator” means the Company. “Beneficiary” means the person or entity determined to be a Participant’s beneficiary pursuant to Section 14. “Board” means the board of directors of the Company. “Change in Control” means a “change in ownership of the Company” or a “change in effective control of the Company” (within the meaning of Section 409A of the Code). 2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 2.1 2.2 2.3 2.4

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2.6 “Company” means Chart Industries, Inc. 1

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2.7 “Compensation” means the total salary, bonuses and commissions, or director’s and meeting fees, paid or due to be paid by the Company to a Participant for a Plan Year, including any amounts deferred under Section 4. 2.8 “Disability” means the inability of a Participant to engage in any substantial gainful activity or the Participant’s receipt of income replacement benefits for at least three (3) months under an accident and health plan of the Company, in either case, due to a medically determinable physical or mental impairment which is expected to result in death or to last for a continuous period of not less than twelve (12) months. 2.9 “Early Retirement Age” means the date the Participant attains age 55. 2.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.11 “Normal Retirement Age” means the date the Participant attains age 65. 2.12 “Participant” means an employee of the Company who is eligible to participate in the Plan pursuant to Section 3. 2.13 “Plan” means the Chart Industries, Inc. Voluntary Deferred Income Plan, as set forth herein and as amended from time to time. 2.14 “Plan Year” means the calendar year. SECTION 3. ELIGIBLE EMPLOYEES The Administrator shall determine which management employees and highly compensated employees of the Company shall be eligible to participate in the Plan from time to time, the eligibility waiting period and such other conditions as may be applicable from time to time. SECTION 4. ELECTION TO DEFER COMPENSATION A Participant may elect to defer a specified percentage of his or her Compensation (from one percent (1%) to one hundred percent (100%) for a Plan Year by filing an election with the Administrator (pursuant to Section 5) on or prior to November 30 (or such other date not later than December 31 that the Administrator may specify) of the preceding Plan Year. Any election so made shall not be binding for any subsequent Plan Year, and thus a new election must be filed for any subsequent Plan Year on or before November 30 (or such other date not later than December 31 that the Administrator may specify) of the immediately preceding Plan Year. Provided, however, that, subject to the provisions of Section 409A of the Code, a Participant who first becomes eligible to participate in the Plan after the beginning of a Plan Year shall be entitled to make a deferral election (with respect to Compensation to be earned after the date of the election) within thirty (30) days of becoming eligible. 2

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Each Participant may elect to establish a separate “in-service withdrawal account”, to which shall be credited such portion of his deferrals, as the Participant may designate, and subject to the provisions of Section 11, which shall be distributed as of a date selected by the Participant on the election form used to establish such account, which date may not be less than twenty-four (24) months after the election is made. Notwithstanding the foregoing, if a Participant receives a distribution under the Plan as a result of an unforeseeable emergency pursuant to Section 12, the Participant’s deferral election under the Plan shall be cancelled for the balance of the Plan Year. SECTION 5. MANNER OF ELECTION Any election made by a Participant pursuant to this Plan shall be made by executing such form(s) as the Administrator shall from time to time prescribe. SECTION 6. ACCOUNTS If a Participant elects to establish an “in-service withdrawal account” under Section 4, such account shall be established and maintained on the Company’s books and shall record (a) any Compensation deferred by the Participant under the Plan and (b) the allocation of any hypothetical investment experience. There shall also be established for each Participant a separate “retirement account” which shall record (a) any Company contributions made on his behalf (b) any Compensation deferred by the Participant under the Plan which the Participant has not elected to be credited to the “in-service withdrawal account” and (c) the allocation of any hypothetical investment experience. SECTION 7. COMPANY CONTRIBUTIONS For any Plan Year, the Company may elect to allocate to the account of each Participant, or any Participant designated by the Board, an amount equal to a specified percentage of such Participant’s Compensation, a flat dollar amount and/or an amount equal to a specified percentage of any Compensation deferred under Section 4. Any such contribution shall be made entirely at the discretion of the Board. SECTION 8. ADJUSTMENTS TO ACCOUNTS Each Participant’s account(s) shall be reduced by the amount of any distributions to the Participant from the applicable account, and by any federal, state and/or local tax withholding and any social security withholding tax as may be required by law. Pursuant to procedures established by the Administrator, each Participant’s account(s) shall be adjusted as of each business day the New York Stock Exchange is open to reflect the earnings or losses of any hypothetical investment media as may be designated by the Administrator. 3

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SECTION 9. INVESTMENT OF ACCOUNTS For purposes of determining the amount of earnings and appreciation and losses and depreciation to be credited to a Participant’s account(s), each Participant’s account(s) shall be deemed invested in the investment options (designated by the Administrator as available under the Plan) as the Participant may elect, from time to time, in accordance with such rules and procedures as the Administrator may establish. However, no provision of the Plan shall require the Company to actually invest any amounts in any fund or in any other investment vehicle. SECTION 10. VESTED STATUS Subject to the provisions of Section 20, and except as otherwise provided below, if a Participant “separates from service” with the Company (within the meaning of Code Section 409A) for any reason on or after his Early or Normal Retirement Age, or prior to that date as a result of the Participant’s Disability or death, such Participant shall have a nonforfeitable (vested) right to the fair market value of the Participant’s account(s). If a Participant separates from service for any other reason, such Participant shall be entitled to receive the vested value of his or her account(s). For this purpose, each Participant shall at all times have a nonforfeitable (vested) right to his or her account(s) derived from any Compensation deferred pursuant to Section 4. However, with respect to any Company contributions made on the Participant’s behalf pursuant to Section 7, the Participant shall have a nonforfeitable (vested) right to a percentage of the fair market value of such portion of his or her applicable account as follows: Ve ste d Pe rce n tage

Ye ars of Participation

0% 33% 67% 100%

Less than 1 year 1 year 2 years 3 years or more

For this purpose, a Participant shall be credited with a Year of Participation for each Plan Year during which he elected to defer Compensation to the Plan. The nonvested portion of a Participant’s account, as determined above, shall be forfeited as of the Participant’s separation from service, and shall be used to reduce Company contributions under Section 7 and/or used to pay Plan administrative expenses. Notwithstanding the foregoing, a Participant’s account(s) shall become one hundred percent (100%) vested upon a Change in Control. SECTION 11. TIME AND MANNER OF DISTRIBUTION Each Participant shall elect, on the election form used to make his or her initial deferral election, either of the following modes of distribution for his vested retirement account (within the meaning of Section 6): 4

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(a) (b)

a single lump sum payment; or annual installments over a period of up to ten (10) years, the amount of each installment to equal the balance of the Participant’s vested retirement account immediately prior to the installment divided by the number of installments remaining to be paid. Each subsequent installment shall be made on the first day of the calendar month following the one (1) year anniversary of the prior payment.

If no distribution election is made, the Participant’s vested retirement account shall be distributed in the form of a single lump-sum payment. Except as otherwise elected by a Participant pursuant to Section 4 and 5, distribution of a Participant’s vested retirement account shall be made or commence six (6) months following the date on which the Participant “separates from service” with the Company (within the meaning of Section 409A of the Code). However, a Participant may subsequently elect to change the mode of distribution of his retirement account, or to delay the date on which distribution of the Participant’s retirement account is to be made or commence, subject to the following conditions: (i) any such election may not take effect until twelve (12) months after the date on which the election is made; and (ii) payment with respect to such election must be deferred for a period of at least five (5) years from the date on which payment would otherwise have been made or commence. For purposes of this rule, each annual installment payment shall be treated as a separate payment. Any “in-service” withdrawal account(s) established for a Participant under Section 6 shall be distributed in a lump-sum cash payment, as of the date previously designated by the Participant. Provided, however, that a Participant may subsequently elect to delay the date on which distribution of his vested in-service withdrawal account is to be made, subject to the following conditions: (i) the subsequent election must be made at least twelve (12) months prior to the date the in-service withdrawal account was scheduled to be paid, and (ii) payment must be deferred for a period of at least five (5) years from the date on which payment was initially to have been made. Notwithstanding the foregoing, a Participant’s vested account(s) shall be distributed, in the form of a single sum payment, within ninety (90) days following a Change in Control. SECTION 12. DISTRIBUTION IN THE EVENT OF UNFORESEEABLE EMERGENCY Except as otherwise elected by a Participant pursuant to Section 4 and 5, in the event of an “unforeseeable emergency” (within the meaning of Section 409A of the Code), a Participant may, by filing an election with the Administrator (in such form and manner as may be prescribed by the Administrator), elect to receive a distribution from the Plan in an amount not to exceed the lesser of (i) the fair market value of the Participant’s vested account(s) or (ii) the amount necessary to satisfy the unforeseeable emergency. SECTION 13. DEATH AND DISABILITY BENEFITS In the event of the death or Disability of a Participant while in the employ of the Company, vesting in the Participant’s account(s) shall be one hundred percent (100%), if not otherwise one hundred percent (100%) 5

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vested under Section 10, with the fair market value of the Participant’s account(s) being distributed to the Participant or Participant’s Beneficiary, as may be the case, in a single lump sum payment, within ninety (90) days following the Participant’s death or Disability. In the event a Participant dies after distribution has commenced under the Plan, distribution shall continue to be made to the Participant’s Beneficiary in the form elected by the Participant. SECTION 14. BENEFICIARY DESIGNATION A Participant may designate the person or persons to whom the Participant’s account(s) under the Plan shall be paid in the event of the Participant’s death, by filing a designation of beneficiary form with the Administrator. If no Beneficiary is designated, or no Beneficiary survives the Participant, payment shall be made to the Participant’s surviving spouse, or if none, to the Participant’s surviving children or, if none to the Participant’s estate. SECTION 15. DOMESTIC RELATIONS ORDERS If a domestic relations order issued by any court of proper authority directs assignment of all or any portion of a Participant’s vested account(s) to the Participant’s spouse or former spouse as part of a divorce settlement, the portion so assigned shall be distributed, in a lumpsum, to the spouse or former spouse within ninety (90) days following the later of (i) the date on which the order was received by the Administrator or, if later, (ii) the date on which the order clearly specifies the amount to be assigned and any other terms necessary to comply with such order and with the provisions of Code Section 409A. SECTION 16. PLAN ADMINISTRATION 16.1 Administration. The Plan shall be administered by the Company. The Administrator is authorized to interpret and construe any provision of the Plan, to determine eligibility and benefits under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to adopt such forms as it may deem appropriate for the administration of the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan or the provisions of Section 409A of the Code and the regulations and rulings promulgated thereunder. The Administrator shall be responsible for the day-to-day administration of the Plan. Determinations, interpretations or other actions made or taken by the Administrator under the Plan shall be final and binding for all purposes and upon all persons. 16.2 Review Procedure. (a) Pursuant to procedures established by the Administrator, claims for benefits under the Plan made by a Participant or Beneficiary (the “claimant”) must be submitted in writing to the Administrator. 6

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If a claim is denied in whole or in part, the Administrator shall notify the claimant within ninety (90) days (or forty-five (45) days if the claim relates to a determination of Disability) after receipt of the claim (or within one hundred eighty (180) days (or seventy-five (75) days for a Disability claim), if special circumstances require an extension of time for processing the claim (in the case of a Disability determination claim, the review period may be extended twice with each extension not exceeding thirty (30) days), and provided written notice indicating the special circumstances and the date by which a final decision is expected to be rendered is given to the claimant within the initial ninety (90) day period, or forty-five (45) day period, as the case may be). If notification is not given in such period, the claim shall be considered denied as of the last day of such period and the claimant may request a review of the claim. The notice of the denial of the claim shall be written in a manner calculated to be understood by the claimant and shall set forth the following: (i) (ii) (iii)

(b)

the specific reason or reasons for the denial of the claim; the specific references to the pertinent Plan provisions on which the denial is based; a description of any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary; and (iv) a statement that any appeal of the denial must be made by giving to the Administrator, within sixty (60) days (or one hundred eighty (180) days in the case of a Disability claim) after receipt of the denial of the claim, written notice of such appeal, such notice to include a full description of the pertinent issues and basis of the claim. Upon denial of a claim in whole or part, the claimant (or his duly authorized representative) shall have the right to submit a written request to the Administrator for a full and fair review of the denied claim, to be permitted to review documents pertinent to the denial, and to submit issues and comments in writing. Any appeal of the denial must be given to the Administrator within the period of time prescribed under (a)(iv) above. If the claimant (or his duly authorized representative) fails to appeal the denial to the Administrator within the prescribed time, the Administrator’s adverse determination shall be final, binding and conclusive. The Administrator may hold a hearing or otherwise ascertain such facts as it deems necessary and shall render a decision which shall be binding upon both parties. The Administrator shall advise the claimant of the results of the review within sixty (60) days (or forty-five (45) days in the case of a Disability claim) after receipt of the written request for the review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days (or ninety (90) days in the case of a Disability claim) after receipt of the request for review. If such extension of time is required, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. The decision of the review shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan 7

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provisions on which the decision is based. The decision of the Administrator shall be final, binding and conclusive. (c)

(d)

(e)

Within sixty (60) days (or one hundred eighty (180) days in the case of a Disability claim) after receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Company review the Administrator’s determination. Such request must be addressed to the Secretary of the Company at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Company. If the Claimant does not request a review of the determination within such sixty (60) day period, he or she shall be barred and estopped from challenging the determination. Within sixty (60) days after the Company’s receipt of a request for review, it will review the Administrator’s determination. After considering all materials presented by the Claimant, the Company shall render a written opinion, written in a manner calculated to be understood by the Claimant, setting for the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Company will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred and twenty (120) days after receipt of the request for review. A final decision by the Company, made following a review conducted in accordance with the provisions of the preceding paragraphs shall be final, conclusive and binding of the Claimant, such Claimant’s dependents and/or beneficiaries, and such Claimant’s heirs and assigns.

SECTION 17. FUNDING 17.1 Plan Unfunded. The Plan is unfunded for tax purposes and for purposes of Title I of ERISA. Accordingly, the obligation of the Company to make payments under the Plan constitutes solely an unsecured (but legally enforceable) promise of the Company to make such payments, and no person, including any Participant or Beneficiary shall have any lien, prior claim or other security interest in any property of the Company as a result of this Plan. Any amounts payable under the Plan shall be paid out of the general assets of the Company and each Participant and Beneficiary shall be deemed to be a general unsecured creditor of the Company. 17.2 Rabbi Trust. The Company may create a grantor trust to pay its obligations hereunder (a so-called rabbi trust), the assets of which shall be, for all purposes, the assets of the Company. In the event the trustee of such trust is unable or unwilling to make payments directly to Participants and Beneficiaries and such trustee remits payments to the Company for delivery to Participants and Beneficiaries, the Company shall promptly remit such amount, less applicable income and other taxes required to be withheld, to the Participant or Beneficiary. SECTION 18. AMENDMENT The Company, by resolution of the Board, shall have the right to amend, suspend or terminate the Plan at any time subject to the provisions of Section 409A of the Code; provided, however, that no such action 8

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shall, without the Participant’s consent, impair the Participant’s right with respect to any existing account under the Plan. The termination of the Plan, with respect to some or all of the Participants, and any resulting distribution of the account balances of such affected Participants, shall be made in accordance with the provisions of Section 409A of the Code and shall not constitute the impairment of such Participant’s rights hereunder. SECTION 19. NO ASSIGNMENT A Participant’s right to the amount credited to his or her account under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s Beneficiary. SECTION 20. TERMINATION FOR CAUSE Termination “for cause” shall mean (i) conviction of robbery, bribery, extortion, embezzlement, fraud, grand larceny, burglary, perjury, income tax evasion, misapplication of company funds, false statements in violation of 18 U.S.C. Sec. 1001, and any other felony that is punishable by a term of imprisonment of more than one year, or (ii) any breach of the Participant’s duty of loyalty to the Company, any acts of omission in the performance of his company duties not in good faith or which involved intentional misconduct or a knowing violation of law, or any transaction in the performance of his company duties from which the Participant derived an improper personal benefit. In the event the Participant’s relationship with the Company and all affiliates is terminated for cause, no benefits (other than those attributable to the Participant’s deferrals pursuant to Section 4) shall be due or payable under the terms of the Plan, and such Participant’s account (less such Participant’s interest in the account attributable to such deferrals) shall be forfeited. SECTION 21. SUCCESSORS AND ASSIGNS The provisions of this Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant, his or her Beneficiaries, heirs, legal representatives and assigns. SECTION 22. NO CONTRACT OF EMPLOYMENT Nothing contained herein shall be construed as a contract of employment between a Participant and the Company, or as a right of the Participant to continue in employment with the Company, or as a limitation of the right of the Company to discharge the Participant at any time, with or without cause. SECTION 23. INDEMINIFICATION AGAINST THIRD PARTY CLAIMS Each Participant, by executing an election form and becoming a Participant hereunder, acknowledges and agrees to indemnify and hold the Company harmless from and against any damages, losses and expenses (including, without limitation, litigation costs incurred by the Company in connection with the administration of the Plan) arising from third-party claims and/or disputes involving such Participant’s Plan 9

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interest (including, without limitation, tax liens and levies, creditors’ claims, garnishment and bankruptcy proceedings, and proceedings in domestic relations court). SECTION 24. HOLD HARMLESS OF CORPORATE AGENTS The Company, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of this Plan so long as taken in good faith. SECTION 25. TAXES; NO GUARANTEE OF TAX CONSEQUENCES The Company shall be entitled to withhold and remit any federal, state and local taxes from any distribution made hereunder which such Company believes are necessary, appropriate, or required by relevant law, regulation or ruling. The Company makes no representation, warranty or guarantee of any federal, state or local tax consequences of participation in the Plan to any Participant or beneficiary thereof, or any personal representative or attorney-in-fact of any such Participant or beneficiary. SECTION 26. NOTICE Any notice, consent or demand required or permitted to be given under the provisions of the Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed to the addressee’s last know address as shown on the records of the Company. The date of such mailing shall be deemed the date of notice, consent or demand. Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid. SECTION 27. FACILITY OF PAYMENT If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Plan Administrator may, in its discretion, make such distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Administrator, the Company and Plan from further liability on account thereof. SECTION 28. GOVERNING LAW This Plan shall be interpreted in a manner consistent with Code Section 409A and the guidance issued thereunder by the Department of the Treasury and the Internal Revenue Service and shall also be subject to and construed in accordance with the provisions of ERISA, where applicable, and otherwise by the laws of the State of Ohio, without regard to the conflict of law provisions of any jurisdiction. 10

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this Plan to be executed as of the 19th day of December, 2008. CHART INDUSTRIES, INC. By: /s/ Mark H. Ludwig Authorized Officer 11 Exhibit 10.6.1 AMENDMENT NO. 1 TO THE CHART INDUSTRIES, INC. INCENTIVE COMPENSATION PLAN This AMENDMENT NO. 1 to the Chart Industries, Inc. Incentive Compensation Plan (the “Plan”) is adopted by Chart Industries, Inc. (the “Company”) as of the date set forth below. WITNESSETH: WHEREAS, the Company maintains the Plan to attract, retain, motivate and reward executive officers and key employees by providing them with the opportunity to earn competitive compensation directly linked to the Company’s performance; and WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) desires to amend the Plan to take advantage more fully of applicable legal exemptions from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 6(b) of the Plan, the Compensation Committee is authorized to amend the Plan; NOW, THEREFORE, pursuant to Section 6(b) of the Plan, and effective as of January 1, 2008, the Compensation Committee hereby amends the Plan as follows: 1. The Plan is hereby amended by the deletion of Section 4(c) and the substitution of the following in lieu thereof: “(c) Determination of Amounts Payable. As soon as practicable after the Performance Period ends, but in no event later than the March 15 next following the end of the taxable year for which the applicable bonuses are payable, the Committee shall: (x) determine (i) whether and to what extent any of the performance objectives established for the relevant Performance Period under Section 4(a) have been satisfied; and (ii) for each Participant who is employed by the Company or one of its Affiliates on the last day of the Performance Period for which the bonus is payable, the actual bonus to which such Participant shall be entitled, taking into consideration the extent to which the performance objectives have been met and

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such other factors as the Committee may deem appropriate; and (y) cause such bonus to be paid to such Participant. Any provision of this Plan notwithstanding, in no event shall any Participant receive a bonus under this Plan for any fiscal year of the Company in excess of $5 million.” 2. The Plan is hereby amended by the deletion of Section 5(a) and the substitution of the following in lieu thereof: “(a) In General. Any bonus amount determined to be payable to a Participant under any subsection of Section 4 shall be paid to each Participant by the March 15 next following the end of the taxable year for which the applicable bonuses are payable.” 5. The Plan is hereby amended by the deletion of Section 6(k) in its entirety and the substitution of the following in lieu thereof: “(k) Compliance with Section 409A. The parties intend that this Plan be, at all relevant times, in compliance with (or exempt from) Section 409A of the Code and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Section 409A of the Code and other laws. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or payments under, this Plan. Except as may be expressly provided in another agreement to which the Company is bound, the Company and its Affiliates shall have no responsibility for tax or legal consequences to any Participant (or beneficiary) resulting from the terms or operation of this Plan.” IN WITNESS WHEREOF, a duly authorized officer of the Company pursuant to the authority of the Compensation Committee of the Board of Directors of Chart Industries, Inc. has caused this Amendment No. 1 to the Chart Industries, Inc. Incentive Compensation Plan to be executed this 15 day of December, 2008. CHART INDUSTRIES, INC. By: /s/ Mark H. Ludwig Its: Vice President Human Resources 2 Exhibit 10.9.1 CHART INDUSTRIES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and between Chart Industries, Inc. (the “Company”) and Samuel F. Thomas (“Executive”) is effective January 1, 2009. WITNESSETH: WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof. NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby amend the Agreement as follows: 1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof: “b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.” 2. Section 13.g of the Agreement is deleted in its entirety and the following Section 13.g is substituted in lieu thereof: 1

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“g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.” 3. Sections 13.o and 13.p of the Agreement are deleted in their entirety and the following Sections 13.o and 13.p are substituted in lieu thereof: “o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It 2

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is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.” IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. CHART INDUSTRIES, INC. (“Company”)

SAMUEL F. THOMAS (“Executive”)

By: /s/ Mark H. Ludwig Name: Mark H. Ludwig Title: Vice President – Human Resources

/s/ Samuel F. Thomas

3 Exhibit 10.10.1 CHART INDUSTRIES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and between Chart Industries, Inc. (the “Company”) and Michael F. Biehl (“Executive”) is effective January 1, 2009. WITNESSETH: WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof. NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby amend the Agreement as follows: 1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof: “b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.” 2. Section 13.g of the Agreement is deleted in its entirety and the following Section 13.g is substituted in lieu thereof:

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“g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.” 3. Sections 13.o and 13.p of the Agreement are deleted in their entirety and the following Sections 13.o and 13.p are substituted in lieu thereof: “o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It 2

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is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.” IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. CHART INDUSTRIES, INC. (“Company”)

MICHAEL F. BIEHL (“Executive”)

By: /s/ Mark H. Ludwig Name: Mark H. Ludwig Title: Vice President – Human Resources

/s/ Michael F. Biehl

3 Exhibit 10.11.1 CHART INDUSTRIES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and between Chart Industries, Inc. (the “Company”) and Matthew J. Klaben (“Executive”) is effective January 1, 2009. WITNESSETH: WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof. NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby amend the Agreement as follows: 1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof: “b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.” 2. Section 13.g of the Agreement is deleted in its entirety and the following Section 13.g is substituted in lieu thereof:

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“g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.” 3. Sections 13.o and 13.p of the Agreement are deleted in their entirety and the following Sections 13.o and 13.p are substituted in lieu thereof: “o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It 2

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is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.” IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. CHART INDUSTRIES, INC. (“Company”)

MATTHEW J. KLABEN (“Executive”)

By: /s/ Mark H. Ludwig Name: Mark H. Ludwig Title: Vice President – Human Resources

/s/ Matthew J. Klaben

3 Exhibit 10.12.1 CHART INDUSTRIES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and between Chart Industries, Inc. (the “Company”) and James H. Hoppel, Jr. (“Executive”) is effective January 1, 2009. WITNESSETH: WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof. NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby amend the Agreement as follows: 1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof: “b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.” 2. Section 13.g of the Agreement is deleted in its entirety and the following Section 13.g is substituted in lieu thereof:

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“g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.” 3. Sections 13.o and 13.p of the Agreement are deleted in their entirety and the following Sections 13.o and 13.p are substituted in lieu thereof: “o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It 2

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is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.” IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. CHART INDUSTRIES, INC. (“Company”)

JAMES H. HOPPEL, JR. (“Executive”)

By: /s/ Mark H. Ludwig Name: Mark H. Ludwig Title: Vice President – Human Resources

/s/ James H. Hoppel, Jr.

3 Exhibit 10.13.1 CHART INDUSTRIES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and between Chart Industries, Inc. (the “Company”) and Kenneth J. Webster (“Executive”) is effective January 1, 2009. WITNESSETH: WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof. NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby amend the Agreement as follows: 1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof: “b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.” 2. Section 13.g of the Agreement is deleted in its entirety and the following Section 13.g is substituted in lieu thereof:

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1

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“g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.” 3. Sections 13.o and 13.p of the Agreement are deleted in their entirety and the following Sections 13.o and 13.p are substituted in lieu thereof: “o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 2.c, 8.a.(iii)(C) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409 A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It 2

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is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.” IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. CHART INDUSTRIES, INC. (“Company”)

KENNETH J. WEBSTER (“Executive”)

By: /s/ Mark H. Ludwig Name: Mark H. Ludwig Title: Vice President – Human Resources

/s/

Kenneth J. Webster

3 Exhibit 21.1 SUBSIDIARIES OF THE COMPANY AND JURISDICTION OF INCORPORATION OR ORGANIZATION CAIRE Inc. Changzhou CEM Cryo Equipment Co., Ltd. Chart Asia, Inc. Chart Asia Investment Company Limited Chart Australia Pty. Ltd Chart Biomedical Limited Chart Cooler Service Company, Inc. Chart Cryogenic Distribution Equipment (Changzhou) Company Limited1 Chart Cryogenic Engineering Systems (Changzhou) Co., Ltd. Chart Cryogenic Equipment (Changzhou) Co., Ltd. Chart Energy & Chemicals, Inc. Chart Ferox, a.s. Chart Ferox GmbH Chart Inc. Chart International, Inc. Chart International Holdings, Inc. Flow Instruments & Engineering GmbH GTC of Clarksville, LLC 1

Delaware China Delaware Hong Kong Australia U.K. Delaware China China China Delaware Czech Republic Germany Delaware Delaware Delaware Germany Delaware

50% of equity interests owned indirectly by the Company Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-138682), pertaining to the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan, of our reports dated February 23, 2009, with respect to the consolidated financial statements of Chart Industries, Inc., and the effectiveness of internal control over financial reporting of Chart Industries, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2008. /s/ Ernst & Young LLP

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Cleveland, Ohio February 23, 2009 Exhibit 31.1 CERTIFICATION I, Samuel F. Thomas, Chairman of the Board, Chief Executive Officer and President of Chart Industries, Inc., certify that: 1. 2.

3. 4.

5.

I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.; 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; 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; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2009 /s/ Samuel F. Thomas Samuel F. Thomas Chairman of the Board, Chief Executive Officer and President Exhibit 31.2 CERTIFICATION I, Michael F. Biehl, Executive Vice President and Chief Financial Officer of Chart Industries, Inc., certify that: 1. 2.

3. 4.

I have reviewed this Annual Report on Form 10-K of Chart Industries, Inc.; 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; 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; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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(c)

5.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2009 /s/ Michael F. Biehl Michael F. Biehl Executive Vice President and Chief Financial Officer Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that: (a) (b)

The Annual Report on Form 10-K for the period ended December 31, 2008 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 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.

Dated: February 25, 2009

/s/ Samuel F. Thomas Samuel F. Thomas Chairman of the Board, Chief Executive Officer and President

This written statement accompanies the Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Chart Industries, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that: (a) (b)

The Annual Report on Form 10-K for the period ended December 31, 2008 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 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.

Dated: February 25, 2009

/s/ Michael F. Biehl Michael F. Biehl Executive Vice President and Chief Financial Officer

This written statement accompanies the Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.

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A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.