September 30, 2017
Total Level 2 Level 3
Foreign currency forward contracts $ 20
$ 20
$ —
Total financial assets $ 20
$ 20
$ —

Foreign currency forward contracts $ 170
$ 170
$ —
Contingent consideration liabilities 301
—
301
Total financial liabilities $ 471
$ 170
$ 301

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, ~~2017~~2023

(Dollars and shares in ~~thousands,~~millions, except per share amounts) – Continued

December 31, 2016
Total Level 2 Level 3
Foreign currency forward contracts $ 39
$ 39
$ —
Total financial assets $ 39
$ 39
$ —

Foreign currency forward contracts $ 92
$ 92
$ —
Contingent consideration liabilities 1,923
—
1,923
Total financial liabilities $ 2,015
$ 92
$ 1,923

~~Refer~~fair value of contingent consideration related to SES decreased by $9.3 (decreased by $1.7 during the nine months ended September 30, 2022). The decrease in estimated fair value of contingent consideration related to SES during the current period was due to the ~~Derivative Financial Instruments note~~lower probability of achieving technical milestones within the agreed upon time.

(2)There was no change in the fair value of contingent consideration related to BIG for ~~further information regarding derivative financial instruments~~the three months ended September 30, 2023 as the earn-out period ended December 31, 2022 and the ~~Business Combinations note for further information regarding~~entire liability was paid during the second quarter of 2023. For the three months ended September 30, 2022, the fair value of contingent consideration ~~liabilities.~~related to BIG decreased by $0.8. For the nine months ended September 30, 2023, the fair value of contingent consideration related to BIG increased by $0.7 (decreased by $1.0 during the nine months ended September 30, 2022).

~~NOTE 9 — Accumulated Other Comprehensive Loss~~

~~The~~In connection with the Earthly Labs acquisition, Chart will pay to the sellers a royalty on sales of carbon capture units for residential use launched for sale to the public by Chart in an amount equal to 4% of such sales. Potential royalty payments shall be paid to the sellers during the three year period following ~~tables represent changes in accumulated other comprehensive loss by component:~~Chart’s launch of this product. This product has not yet been developed and as such, the fair value of the contingent consideration liability that arises from this arrangement was insignificant as of September 30, 2023 and December 31, 2022.

Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss
Balance at June 30, 2017 $ (10,784 ) $ (10,108 ) $ (20,892 )
Other comprehensive income 6,657
—
6,657
Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $109 ^{(1) (3)}
1,322
201
1,523
Net current-period other comprehensive income, net of taxes 7,979
201
8,180
Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 )

Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss
Balance at June 30, 2016 $ (12,506 ) $ (11,892 ) $ (24,398 )
Other comprehensive income 21
—
21
Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $135 ⁽¹⁾
—
250
250
Net current-period other comprehensive income, net of taxes 21
250
271
Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 )

Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss
Balance at December 31, 2016 $ (24,701 ) $ (10,511 ) $ (35,212 )
Other comprehensive income 20,574
—
20,574
Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $326 ^{(2) (3)}
1,322
604
1,926
Net current-period other comprehensive income, net of taxes 21,896
604
22,500
Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 )

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CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, ~~2017~~2023

(Dollars and shares in ~~thousands,~~millions, except per share amounts) – Continued

Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss
Balance at December 31, 2015 $ (12,513 ) $ (12,391 ) $ (24,904 )
Other comprehensive income 28
—
28
Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $404 ⁽²⁾
—
749
749
Net current-period other comprehensive income, net of taxes 28
749
777
Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 )
NOTE 14 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive lossare as follows:


	Foreign currency translation adjustments (1)		Pension liability adjustments, net of taxes		Accumulated other comprehensive loss
Balance at June 30, 2023	$	(48.2)	$	(7.2)	$	(55.4)
Other comprehensive loss before reclassifications, net of taxes	(48.1)		—		(48.1)
Amounts reclassified from accumulated other comprehensive loss, net of income taxes	—		0.2		0.2
Net current-period other comprehensive (loss) income, net of taxes	(48.1)		0.2		(47.9)
Balance at September 30, 2023	$	(96.3)	$	(7.0)	$	(103.3)

	Foreign currency translation adjustments		Pension liability adjustments, net of taxes		Accumulated other comprehensive loss
Balance at June 30, 2022	$	(52.3)	$	(6.3)	$	(58.6)
Other comprehensive loss before reclassifications, net of taxes	(32.1)		—		(32.1)
Amounts reclassified from accumulated other comprehensive income, net of taxes	—		0.1		0.1
Net current-period other comprehensive (loss) income, net of taxes	(32.1)		0.1		(32.0)
Balance at September 30, 2022	$	(84.4)	$	(6.2)	$	(90.6)

	Foreign currency translation adjustments		Pension liability adjustments, net of taxes		Accumulated other comprehensive loss
Balance at December 31, 2022	$	(50.5)	$	(7.5)	$	(58.0)
Other comprehensive loss before reclassifications, net of taxes	(45.8)		—		(45.8)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		0.5		0.5
Net current-period other comprehensive (loss) income, net of taxes	(45.8)		0.5		(45.3)
Balance at September 30, 2023	$	(96.3)	$	(7.0)	$	(103.3)

	Foreign currency translation adjustments		Pension liability adjustments, net of taxes		Accumulated other comprehensive loss
Balance at December 31, 2021	$	(15.2)	$	(6.5)	$	(21.7)
Other comprehensive loss before reclassifications, net of taxes	(69.2)		—		(69.2)
Amounts reclassified from accumulated other comprehensive loss, net of taxes	—		0.3		0.3
Net current-period other comprehensive (loss) income, net of taxes	(69.2)		0.3		(68.9)
Balance at September 30, 2022	$	(84.4)	$	(6.2)	$	(90.6)

_______________

⁽¹⁾

(1)Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 11, “Derivative Financial Instruments,” for further information related to the net investment hedge.

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CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, 2023

(Dollars and shares in millions, except per share amounts) – Continued

Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ($122 and $152) and selling, general, and administrative expenses ($188 and $233) for the three months ended September 30, 2017 and 2016, respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note.

⁽²⁾

Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ($366 and $454) and selling, general, and administrative expenses ($564 and $699) for the nine months ended September 30, 2017 and 2016, respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note.


⁽³⁾	For the three and nine months ended September 30, 2017, $1,322 was reclassified from accumulated other comprehensive loss to foreign currency loss in the condensed consolidated statements of operations and comprehensive income related to certain intercompany transactions.

NOTE 1015 — Earnings Per Share

The following table ~~presents~~represents calculations of net ~~income~~earnings per share of common stock:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amounts attributable to Chart common stockholders
Income from continuing operations	$	9.4	$	41.2	0.1		64.4
Less: Mandatory convertible preferred stock dividend requirement	6.8		—		20.5		—
Income (loss) from continuing operations attributable to Chart	2.6		41.2		(20.4)		64.4
Loss from discontinued operations, net of tax	(6.0)		—		(2.6)		—
Net (loss) income attributable to Chart common stockholders	(3.4)		41.2		(23.0)		64.4
Earnings per common share – basic:
Income (loss) from continuing operations	$	0.06	$	1.15	$	(0.49)	$	1.80
Loss from discontinued operations	(0.14)		—		(0.06)		—
Net (loss) income attributable to Chart Industries, Inc.	$	(0.08)	$	1.15	$	(0.55)	$	1.80

Earnings per common share – diluted:
Income (loss) from continuing operations	$	0.05	$	0.98	$	(0.49)	$	1.56
Loss from discontinued operations	(0.12)		—		(0.06)		—
Net (loss) income attributable to Chart Industries, Inc.	$	(0.07)	$	0.98	$	(0.55)	$	1.56

Weighted average number of common shares outstanding – basic	41.98		35.87		41.96		35.85
Incremental shares issuable upon assumed conversion and exercise of share-based awards (1)	0.24		0.28		—		0.26
Incremental shares issuable due to dilutive effect of convertible notes (1)	2.86		3.01		—		2.82
Incremental shares issuable due to dilutive effect of the warrants (1)	2.53		2.70		—		2.47

Weighted average number of common shares outstanding – diluted	47.61		41.86		41.96		41.40

_______________

(1)Zero incremental shares from share-based awards, convertible notes or the warrants are included in the computation of diluted net loss per share for periods in which a net loss from continuing operations attributable to Chart occurs because to do so would be anti-dilutive.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income attributable to Chart Industries, Inc. $ 1,510
$ 15,025
$ 1,381
$ 31,527
Net income attributable to Chart Industries, Inc. per common share:
Basic $ 0.05
$ 0.49
$ 0.04
$ 1.03
Diluted $ 0.05
$ 0.48
$ 0.04
$ 1.02

Weighted average number of common shares outstanding — basic 30,755
30,585
30,726
30,578
Incremental shares issuable upon assumed conversion and exercise of share-based awards 556
479
562
362
Weighted average number of common shares outstanding — diluted 31,311
31,064
31,288
30,940

Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, 2023

(Dollars and shares in millions, except per share amounts) – Continued

Diluted earnings per share does not reflect the following potential dividends and common shares as the effect would be anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator
Mandatory convertible preferred stock dividend requirement (1)	$	6.8	$	—	$	20.5	$	—
Denominator
Anti-dilutive shares, Share-based awards	0.03		0.03		0.48		0.07
Anti-dilutive shares, Convertible notes	—		—		4.41		—
Anti-dilutive shares, Convertible notes hedge and capped call transactions (2)	2.86		3.01		4.41		2.82
Anti-dilutive shares, Warrants	—		—		4.41		—
Anti-dilutive shares, Mandatory convertible preferred stock (1)	2.84		—		3.41		—
Total anti-dilutive securities	5.73		3.04		17.12		2.89

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Share-based awards 636
555
676
750
Warrants 3,368
3,368
3,368
3,368
Total anti-dilutive securities 4,004
3,923
4,044
4,118
_______________

~~Table of Contents~~

~~CHART INDUSTRIES, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Condensed Consolidated Financial Statements – September 30, 2017~~

~~(Dollars~~(1)We calculate the basic and ~~shares in thousands, except~~diluted earnings per share ~~amounts) – Continued~~

based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock and the 2024 Convertible Notes are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period.

(2)The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 9, “Debt and Credit Arrangements.”

NOTE 1116 — Income Taxes

~~The Company recorded income~~Income tax expense (benefit) relating to continuing operations of ~~$1,907~~$0.1 and ~~$1,764 in~~$(1.6) for the three months ended September 30, ~~2017~~2023 and ~~2016, respectively. The Company recorded~~2022, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 1.0% and (4.0)%, respectively.

Income tax (benefit) expense relating to continuing operations of ~~$2,346~~$(4.2) and ~~$12,829 in~~$4.0 for the nine months ended September 30, ~~2017~~2023 and ~~2016, respectively. The~~2022, respectively, represents taxes on both U.S and foreign earnings at a combined effective income tax rate of ~~47.5%~~840.0% and ~~48.6%~~5.8%, respectively.

The effective income tax rates of 1.0% and 840.0% for the three and nine months ended September 30, ~~2017~~2023 differed from the U.S. federal statutory rate of ~~35%~~21% primarily due to losses incurred by certain of the Company’s Chinese operations for which no benefit was recorded, partially offset by foreign exchange losses realized upon the receipt of previously taxed income, and the effect of income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate, the U.S. taxation of international operations with the ~~Company’s international entities operating in lower taxed jurisdictions. The third quarter 2017 effective income tax rate was also impacted by~~expanded global footprint and transaction costs ~~incurred~~from the Howden Acquisition, offset by research and development credits and excess tax benefits associated with ~~the acquisition of Hudson, a portion of which were non-deductible for U.S. federal income tax purposes.~~ share-based compensation.

The effective income tax ~~rate~~rates of ~~11.4%~~(4.0)% and ~~31.0%~~5.8% for the three and nine months ended September 30, ~~2016~~2022 differed from the U.S. federal statutory rate of ~~35%~~21% primarily due to ~~an insurance settlement for breaches of representations and warranties that resulted in an adjustment to~~income earned by our ~~purchase price of Airsep shares for tax purposes and~~certain foreign entities being taxed at higher rates than the U.S. federal statutory rates more than offset by ~~losses incurred by~~the release of a valuation allowance on certain foreign entities, excess tax benefits associated with share-based compensation and global R&D tax credits. The release of the ~~Company’s Chinese operations for which no benefit was recorded.~~valuation allowance is due to continued improvement of on-going results in certain foreign jurisdictions over the prior three years and the current year resulting in the recognition of deferred tax assets (and the related deferred tax benefit) that were generated in prior years and year to date that had not been previously recognized.

Table of ~~both~~Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, ~~2017~~2023

(Dollars and December 31, 2016, the Company has a liability for gross unrecognized tax benefits of $710. This amount includes $535 of unrecognized tax benefits as of September 30, 2017, which, if ultimately recognized, would reduce the Company’s annual effective income tax rate. The Company recognizes interest and penalties related to uncertain tax positionsshares in ~~income tax expense. The Company accrued approximately $89 and $86 for the payment of interest and penalties as of September 30, 2017 and December 31, 2016, respectively.~~millions, except per share amounts) – Continued

NOTE ~~12 — Employee Benefit Plans~~

The Company has a frozen defined benefit pension plan that covers certain U.S. hourly and salaried employees. The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation.

~~The components of net periodic pension expense are as follows~~:

Three Months Ended September 30, Nine Months Ended September 30,
2017
2016 2017 2016
Interest cost $ 543
$ 572
$ 1,627
$ 1,714
Expected return on plan assets (698 ) (698 ) (2,094 ) (2,092 )
Amortization of net loss 310
385
930
1,153
Total net periodic pension expense $ 155
$ 259
$ 463
$ 775

The Company’s funding policy is to contribute at least the minimum funding amounts required by law. The Company contributed $3,000 to its defined benefit pension plan in the third quarter of 2017, and based upon current actuarial estimates, the Company does not expect to contribute to its defined benefit pension plan again until 2018.

~~NOTE 13~~17 — Share-based Compensation

During the nine months ended September 30, ~~2017, the Company~~2023, we granted ~~324~~0.05 stock options, ~~153~~0.06 restricted stock units ~~7 shares of restricted stock,~~ and 220.05 performance units. The total fair value of awards granted to employees during the nine months ended September 30, ~~2017~~2023 was ~~$13,246.~~$16.5. In addition, our non-employee directors received 13 stock awards with a total fair value of $487. During the nine months ended September 30, 2017, participants in the Company’s stock option plans exercised options to purchase 43 shares of the Company’s common stock, while 80 stock options were forfeited and 22 stock options expired.$0.8.

Stock options generally ~~vest ratably over~~have a four-year graded vesting period. Restricted stock and restricted stock units generally vest ratably over a three-year period. Performance units generally vest at the end of a three-year performance period based on the ~~achievement~~attainment of certain pre-determined performance ~~conditions. Leveraged restricted share units generally vest on the third anniversary of the grant date.~~condition targets. During the nine months ended September 30, ~~2017, 129 shares of~~2023, 0.06 restricted stock and restricted stock units vested, ~~while 25 restricted stock units were forfeited. Also, during the nine months ended September 30, 2017, 22~~and 0.03 performance ~~units vested while 8 performance units were forfeited. Additionally, during the nine months ended September 30, 2017, 6 leveraged restricted share~~ units vested.

Share-based compensation expense was ~~$1,569~~$2.6 and ~~$1,826~~$2.3 for the three months ended September 30, ~~2017~~2023 and ~~2016, respectively. Share-based compensation expense was $9,555~~2022, respectively and ~~$9,014~~$9.2 and $7.9 for the nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the unaudited condensed

~~Table of Contents~~

~~CHART INDUSTRIES, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Condensed Consolidated Financial Statements – September 30, 2017~~

~~(Dollars and shares in thousands, except per share amounts) – Continued~~

consolidated statements of operations and comprehensive ~~income.~~income (loss). As of September 30, ~~2017,~~2023, total share-based compensation of ~~$7,298~~$18.2 is expected to be recognized over the weighted-average period of approximately 2.2 years.

~~On May 25, 2017, the Company held its annual meeting~~

NOTE 18 — Commitments and Contingencies

Environmental

We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of ~~stockholders. At the annual meeting, the Company’s stockholders approved the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”). As described~~hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believe we are currently in ~~the Company’s definitive proxy statement for the annual meeting, the Company’s directors, officers~~substantial compliance with all known environmental regulations. Undiscounted accrued environmental reserves at both September 30, 2023 and ~~employees (including its principal executive officer, principal financial officer~~December 31, 2022 were not material.

Legal Proceedings

We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other ~~“named executive officers”) are eligible~~matters incidental to the normal 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, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be ~~granted awards under the 2017 Omnibus Equity Plan.~~adversely affected by any potential or actual loss that is accrued in such period.

NOTE 1419 — Restructuring Activities

~~The Company has implemented a number~~Restructuring costs of ~~cost reduction or avoidance actions, including headcount reductions~~$4.2 and facility closures and relocations primarily relating to the consolidation of certain of our facilities in China, the Buffalo BioMedical respiratory consolidation, and relocation of the corporate headquarters. The Buffalo Biomedical respiratory facility consolidation into Ball Ground, Georgia, was completed during the first quarter of 2017. The E&C Wuxi, China facility consolidation was completed during the second quarter of 2017, and the D&S China facility consolidation is expected to be completed by the end of 2017. Our corporate headquarters move from Garfield Heights, Ohio to Ball Ground, Georgia (which was official effective October 26, 2017) was substantially completed during the third quarter of 2017, and the Company’s Garfield Heights headquarters lease commitment ends December 31, 2017.

~~The following table is a summary of the severance and other restructuring costs, which included employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other,~~$11.2 for the three ~~months~~ and nine months ended September 30, ~~2017~~2023 were primarily related to cost reduction actions relative to Howden integration. Such cost reduction actions are ongoing. Restructuring costs of $1.4 and ~~2016:~~$1.1 for the three and nine months ended September 30, 2022 were primarily related to moving and employee severance costs relative to restructuring at our Beasley, Texas, Houston, Texas and Tulsa, Oklahoma facilities.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Severance:
Cost of sales $ 52
$ 159
$ 731
$ 3,501
Selling, general, and administrative expenses 920
43
2,767
2,382
Total severance costs $ 972
$ 202
$ 3,498
$ 5,883
Other restructuring:
Cost of sales $ 278
$ —
$ 4,072
$ —
Selling, general, and administrative expenses 1,499
103
4,847
420
Total other restructuring costs $ 1,777
$ 103
$ 8,919
$ 420

Total restructuring costs $ 2,749
$ 305
$ 12,417
$ 6,303

~~The Company is~~We are closely monitoring ~~its~~our end markets and order rates, as well as continuing Howden integration activities, and will continue to take appropriate and timely actions as necessary. The Company currently expects additional restructuring costs in the remaining three months of 2017 to be approximately $1,530 ($1,000 - D&S, $310 - BioMedical, and $220 - Corporate), but further actions may be required based on future business conditions.

~~The following tables summarize the Company’s restructuring activities for the three and nine months ended September 30, 2017 and 2016:~~

Three Months Ended September 30, 2017
Energy & Chemicals Distribution & Storage BioMedical Corporate Total
Balance as of June 30, 2017 $ —
$ 1,865
$ 847
$ 1,493
$ 4,205
Restructuring costs 162
648
516
1,423
2,749
Cash payments (157 ) (1,381 ) (803 ) (1,480 ) (3,821 )
Acquired restructuring reserve 194
—
—
—
194
Balance as of September 30, 2017 $ 199
$ 1,132
$ 560
$ 1,436
$ 3,327

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CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, ~~2017~~2023

(Dollars and shares in ~~thousands,~~millions, except per share amounts) – Continued

The following table summarizes severance and other restructuring costs, which includes employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Severance:
Cost of sales	$	—	$	(0.2)	$	—	$	—
Selling, general, and administrative expenses	3.9		0.1		10.8		—
Total severance costs	3.9		(0.1)		10.8		—
Other restructuring:
Cost of sales	0.2		(1.2)		0.2		(1.1)
Selling, general, and administrative expenses	0.1		(0.1)		0.2		—
Total other restructuring costs	0.3		(1.3)		0.4		(1.1)

Total restructuring costs	$	4.2	$	(1.4)	$	11.2	$	(1.1)

The following table summarizes restructuring costs by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cryo Tank Solutions	$	0.1	$	—	$	1.2	$	0.1
Heat Transfer Systems	0.5		—		0.7		0.1
Specialty Products	0.4		(0.1)		0.9		—
Repair, Service & Leasing	0.9		(1.3)		2.4		(1.3)
Corporate	2.3		—		6.0		—
Total restructuring costs	$	4.2	$	(1.4)	$	11.2	$	(1.1)

Three Months Ended September 30, 2016
Energy & Chemicals Distribution & Storage BioMedical Corporate Total
Balance as of June 30, 2016 $ 544
$ 4,796
$ 368
$ 276
$ 5,984
Restructuring costs 159
118
—
28
305
Cash payments (267 ) (1,160 ) (168 ) (219 ) (1,814 )
Balance as of September 30, 2016 $ 436
$ 3,754
$ 200
$ 85
$ 4,475

Nine Months Ended September 30, 2017
Energy & Chemicals Distribution & Storage BioMedical Corporate Total
Balance as of December 31, 2016 $ 127
$ 2,864
$ 1,308
$ 3,025
$ 7,324
Restructuring costs 2,245
1,085
4,527
4,560
12,417
Cash payments (2,367 ) (2,817 ) (5,275 ) (6,149 ) (16,608 )
Acquired restructuring reserve 194
—
—
—
194
Balance as of September 30, 2017 $ 199
$ 1,132
$ 560
$ 1,436
$ 3,327

Nine Months Ended September 30, 2016
Energy & Chemicals Distribution & Storage BioMedical Corporate Total
Balance as of December 31, 2015 $ 1,106
$ 3,446
$ 430
$ 850
$ 5,832
Restructuring costs 821
3,929
521
1,032
6,303
Cash payments (1,491 ) (3,621 ) (751 ) (1,797 ) (7,660 )
Balance as of September 30, 2016 $ 436
$ 3,754
$ 200
$ 85
$ 4,475

Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, ~~2017~~2023

(Dollars and shares in ~~thousands,~~millions, except per share amounts) – Continued

~~NOTE 15 — Reportable Segments~~

The structure of the Company’s internal organization is divided into the following reportable segments, which are also the Company’s operating segments: E&C, D&S, and BioMedical. Corporate includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, internal audit, and risk management.

The following ~~table represents information for the Company’s reportable segments and its corporate function:~~tables summarize our restructuring activities:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Sales
Energy & Chemicals⁽¹⁾
$ 46,588
$ 23,711
$ 126,473
$ 122,865
Distribution & Storage 139,281
126,646
390,057
363,743
BioMedical 54,662
53,573
166,309
158,174
Consolidated $ 240,531
$ 203,930
$ 682,839
$ 644,782
Operating Income (Loss) ^{(1) (2) (3) (4)}

Energy & Chemicals $ 329
$ (5,736 ) $ (2,420 ) $ 14,190
Distribution & Storage 21,016
14,715
49,186
37,550
BioMedical 9,539
20,916
24,387
38,120
Corporate⁽⁴⁾
(20,436 ) (9,831 ) (50,523 ) (34,820 )
Consolidated $ 10,448
$ 20,064
$ 20,630
$ 55,040

~~___________~~

⁽¹⁾

~~Includes results from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details.~~


⁽²⁾	~~During the third quarter of 2016, the Company recovered for breaches of representations~~	Consolidated
Balance at June 30, 2023		$	3.8
Restructuring charges		4.2
Cash payments and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the three months endedother		(5.6)
Balance at September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $859, net of associated legal fees. For the nine months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $376, net of associated legal fees recorded in the first nine months of 2016.2023		$	2.4

⁽³⁾

Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively.


⁽⁴⁾ Balance at June 30, 2022	~~Includes acquisition-related costs of $7,445~~	$	1.4
Restructuring charges		(1.4)
Cash payments and ~~$8,587 for the three and nine months ended~~other		0.3
Balance at September 30, ~~2017, respectively.~~2022		$	0.3

~~The following table represents total assets for the Company’s reportable segments and its corporate function:~~

September 30, 2017 December 31, 2016
Total Assets
Energy & Chemicals ⁽¹⁾
$ 782,553
$ 172,494
Distribution & Storage 679,350
631,715
BioMedical 165,195
166,940
Corporate 65,925
261,933
Consolidated $ 1,693,023
$ 1,233,082

~~___________~~



⁽¹⁾	~~Includes assets acquired from the Hudson~~
Balance at December 31, 2022		$	0.2
Restructuring charges		11.2
Cash payments and ~~Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details.~~other		(9.0)
Balance at September 30, 2023		$	2.4



Balance at December 31, 2021		$	2.3
Restructuring charges		(1.1)
Cash payments and other		(0.9)
Balance at September 30, 2022		$	0.3

NOTE 20 — Subsequent Event

On October 2, 2023, we entered into an amendment which amends our fifth amended and restated credit agreement. Refer to Note 9 “ Debt and Credit Arrangements” for further discussion.

On October 26, 2023 we signed and closed on the divestiture of our American Fans business and signed definitive documentation with respect to the sale of our Cryo Diffusion business. Refer to Note 2 “Discontinued Operations and Other Businesses Sold or to be Sold” for further discussion.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations


~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

The following discussion of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ materially from those discussed below. 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 this discussion.

Overview

~~Chart Industries, Inc.~~We are a leading independent global leader in the design, engineering, and ~~its consolidated subsidiaries (the “Company,” “Chart,” “we,” “us,” or “our”)~~manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ – clean power, clean water, clean food, and clean industrials, regardless of molecule. Our unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair from installation to preventive maintenance and digital monitoring. Chart is a leading ~~diversified global manufacturer~~provider of ~~highly engineered equipment for the industrial gas, energy, and biomedical industries. Our~~technology, equipment and ~~engineered systems~~services related to liquefied natural gas, hydrogen, biogas and CO2 Capture among other applications. We are ~~primarily used~~committed to excellence in environmental, social and corporate governance (ESG) issues both for ~~low-temperature~~our company as well as our customers. With 64 global manufacturing locations and ~~cryogenic applications utilizing~~over 50 service centers from the United States to Asia, Australia, India, Europe and South America, we maintain accountability and transparency to our ~~expertise~~team members, suppliers, customers and communities.

Macroeconomic Impacts

The current conflict between Russia and Ukraine and the related sanctions imposed by countries against Russia, along with the heightened tensions between the U.S. and China and recent unrest in ~~cryogenic systems~~the Middle East continue to create uncertainty in the global economy. We are unable to predict the impact these actions will have on the global economy or on our business, financial condition and ~~equipment which operate at low temperatures sometimes approaching absolute zero (0 Kelvin; -273° Centigrade; -459° Fahrenheit).~~

~~Third Quarter and Year-to-date 2017 Highlights~~

~~Our consolidated~~results of operations. These events did not have a material adverse effect on our reported results for the third quarter ~~2017 were highlighted by sales~~ of ~~$240.5 million, and operating income~~2023, however we will continue to actively monitor in terms of ~~$10.4 million, inclusive~~their potential impact on our results of ~~the in quarter acquisitions. Gross profit for~~operations beyond the third quarter of ~~2017 was $70.4 million, or 29.3%~~2023.

Environmental, Social, Governance

Chart is proud to be at the forefront of ~~sales,~~the clean energy transition as a leading provider of technology, equipment and services related to liquefied natural gas (LNG), hydrogen, biogas, carbon capture and water treatment, among other applications. We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. This leadership position is possible not only because we have the broadest offering of clean innovative solutions for the various end markets we serve, but also because we are committed to global responsibility. Reporting our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities. Below are some highlights of our ESG efforts, and further information can be found in our fourth Annual Sustainability report with scorecard which was ~~unfavorably impacted by $0.3 million~~released in April 2023.

•Safety: total recordable incident rate (TRIR) of ~~restructuring costs. Energy & Chemicals (“E&C”) gross margin improved sequentially~~0.52 as of September 30, 2023 an improvement from ~~13.3% in the second quarter~~0.57 as at June 30, 2023

◦Lost time incident rate (LTIR) of 2017 to 18.6% in the third quarter of 2017, which includes 260 basis points from the inclusion of the results of RCHPH Holdings, Inc. (“Hudson”). The strength in gross margin was driven in part by restructuring and additional LNG (“Liquefied Natural Gas”) FEED projects. Distribution & Storage (“D&S”) third quarter gross margin as a percent of sales of 29.1% sequentially increased 340 basis points over the second quarter of 2017. Continued improvement in D&S cost structure from reductions in force taken this year combined with D&S European operational improvements contributed to the sequential increase. BioMedical third quarter gross margin as a percent of sales of 38.7% increased sequentially by 150 basis points, from 37.2% in the second quarter of 2017. This reflects the reduced cost structure from the completion of the Buffalo, New York respiratory facility consolidation.

Market and order activity continues to increase year to date, with $258.0 million in orders received in the quarter, inclusive of $3.8 million of orders from Hudson in the ten day Chart ownership period. This0.20 is the ~~fourth consecutive quarter~~lowest in our history

◦70% of ~~sequential order growth~~our sites are accident free for ~~Chart. E&C orders in both the third and second quarters~~more than one year

◦Our Changzhou site has gone 3,257,020 hours accident free (benchmark is one million hours for heavy engineering/industrial)

◦Two of 2017 were above $60 million, and BioMedical orders were up 7.3% sequentially over the second quarter of 2017 driven by continued demand for oxygen concentrators. Backlog excluding third quarter acquisitions increased to $390.6 million from $367.2 millionour Chart China personnel have been appointed as safety experts at the ~~end of the second quarter of 2017.~~ Changzhou city level

•Our teams worked together to improve our 2023 Ecovadis Sustainability ratings from bronze to silver for certain EU sites.

◦S&P Global Platts Energy Awards Corporate Impact - Comprehensive Portfolio finalist 2023

•We ~~anticipate this sequential order trend will continue to increase~~measure progress through ~~year end, with specific project orders expected in the E&C business~~Sustainability Accounting Standards Board (SASB) and ~~in D&S Asia related to LNG vehicle tanks.~~

~~On September 20, 2017, we closed~~Task Force on the acquisition of Hudson. The estimated purchase price is $419.4 million and Hudson’s results of operations are included in our E&C segment since that date. On August 31, 2017 we closed the acquisition of VCT Vogel (“VCT”). The estimated purchase price is $4.1 million, and VCT’s results are included in our D&S segment since that date.

~~Outlook~~

Our 2017 full year outlook reflects continued tempered energy prices related to core LNG E&C business, year-to-date order growth in our segments and the impact of current year acquisitions (Hetsco, Inc., Hudson, and VCT). We continue to anticipate that the forecasted global supply/demand LNG gas balance will be reached in 2022-2023, thereby driving LNG export facility orders in late 2018 / early 2019. A majority of upcoming projects for U.S. LNG export have transitioned from utilizing traditional single train base load plants to multi-train mid-scale projects, with a modular approach to achieve baseload capacities. This is important to us because multi-train mid-scale may use Chart’s patented IPSMR technologyClimate-Related Financial Disclosures (TCFD) indices, as well as contributing to the Global Reporting Initiative (GRI) and United Nations Sustainable Development Goals (SDGs).

•We utilize Riskmethods analytics to proactively monitor our ~~brazed aluminum heat exchanger and cold boxes as the main liquefaction heat exchanger technology.~~

~~We continue to invest~~supply chain for proper governance in our ~~automation, process improvement,~~supplier network including their climate targets and ~~productivity activities~~other ESG activities.

•We have a Global ESG Committee, Global Safety Council, and Global Diversity & Inclusion Committee, all comprised of team member volunteers and engagement from our global locations. Howden has similar committees across their global organization.

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•Our Global ESG Committee has five sub-committees focused on energy management, zero waste, electrification, renewable energy and water management.

•We have recently entered into a sustainability-linked banking agreement with covenants tied to our greenhouse gas (“GHG”) emission reductions’ actual performance.

•In 2021, we set a target to reduce our greenhouse gas intensity 30% across company owned operations by 2030 compared to our 2020 baseline. In 2021, we made progress towards achieving our target by reducing GHG Intensity by almost 14% year-over-year. In 2022, we reached and exceeded this goal eight years before 2030 (our goal horizon). In 2022, we reduced our greenhouse gas emissions not only on an intensive basis (relative to sales), but also reduced absolute emissions by 5.8%. In 2022, we set a new target to reduce greenhouse gas (GHG) intensity 50% by 2030 (relative to 2020).

•In 2021, we set a target to achieve carbon neutrality by 2050, and we remain committed to this goal.

•The Howden team reduced carbon emissions 23% in 2022 on an absolute basis and are well on-track to 50% reduction by 2030.

•The Howden team had 28% of its operations with zero waste to landfill in 2022.

•Howden’s mains water usage was down 7% in 2022 compared to 2021.

•Howden joined the ~~Company,~~Carbon Disclosure Project (CDP) in 2021. They received a C score in 2021 and a B score in 2022.

•Howden has the following social targets in place, which the broader Chart organization has also adopted in 2022:

◦Increase female representation to 40% on our management team by 2030.

◦Increase female representation to 35% in senior roles by 2030.

◦Achieve team member volunteer participation of 25% as part of our community program by 2030.

•In terms of lowering our own emissions, we made plant improvements including energy efficient upgrades for various equipment, replacing diesel powered equipment with ~~anticipated 2017 capital investment between $35~~electric and installing LED lighting in office spaces.

•We are our helping customers to achieve their own sustainability targets in a number of different ways whether that’s through reducing the amount of plastic used in packaging to lowering greenhouse gas emissions by enabling the transition towards cleaner fuels.

•Howden’s installed base of products enables the avoidance of over 245 million ~~and $45 million.~~tons of CO2 a year. This is ~~inclusive~~equivalent to removing 52 million fossil-fueled cars from the road in the same period.

•In 2022, Chart products treated over 4.5 billion gallons of ~~capacity expansion~~water a day in the U.S.; produced about 65 million tons of LNG to replace coal fired power generation (non-U.S.); reduced over 600 million liters of diesel used by over-the-road trucks; and helped eliminate nearly 280 million pounds of PET (plastic) used in water bottles in the U.S.

•We have an independent Board of Directors that is comprised of ten directors (four of our ten directors are female and four of our ten are diverse) and governed with a separate independent Chairwoman and CEO.

•We hold quarterly reviews on ESG and cybersecurity with our Board of Directors.

•In 2022, Howden launched their second annual Compliance Week – a week of activities focused on building awareness and personal ownership of key aspects of compliance including anti-bribery, anti-trust, data privacy, trade compliance, agents, intellectual property, and more.

•We link our executives and their direct reports short-term incentive payout (25% of the strategic and operational goals) to a metric driven, percentage-reduction ESG metric, and have done this for two years.

•Our team volunteers in their communities with a focus on supporting children and families, ending hunger and improving health. We offer every team member worldwide one paid day off each year to volunteer in our ~~brazed aluminum heat exchanger La Crosse, Wisconsin facility which is expected~~communities. In 2021, Chart started matching employee donations up to ~~be complete mid-2018 and totals approximately $24 million in capital spend, of which approximately $15 million is included in our anticipated 2017 full~~$250 per employee per year ~~capital spend.~~to charitable organizations.

We expect full year restructuring costs to total $13.9 million of which $12.4 million has been incurred in the nine months ended September 30, 2017. The remaining restructuring costs relate to the corporate office relocation from Garfield Heights, Ohio to Ball Ground, Georgia and consolidation of certain facilities in China. We expect the 2017 restructuring actions to provide annualized run rate savings of $15 million beginning with•2022 was the first full year of ~~savings~~Howden’s global community volunteering program, Bright Futures. In 2022, 80% of Howden locations actively developed Bright Futures initiatives; there were 120 Bright Futures projects carried out; and 13% of team members were involved in ~~2018.~~volunteering. In 2022, Howden made donations of $76,000 in support of these communities.

•The Howden team achieved an employee engagement Net Promoter Score (eNPS) of 33, putting them in the top 25% of manufacturing companies.

•We have an employee relief fund for our own team members that need assistance.

•Our team members raised over $25,000 in 2022 to support women through Dress For Success.

•In 2022, we received the following ESG-oriented recognition:

◦S&P Global Platts Energy Awards 2022 “Energy Transition - LNG” Finalist

◦S&P Global Platts Energy Awards 2022 “Deal of the Year - Strategic” Finalist

◦2022 Frost & Sullivan Institute Enlightened Growth Leadership Award

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◦goBeyondProfit’s 2022 “In Good Company Report - One of the Most Generous Companies in Georgia (USA)”

◦Hydrogen Future Awards “Hydrogen Rising Star Company of the Year” Winner (Howden)

◦Hydrogen Future Awards “Hydrogen Transport of the Year” Award (Howden)

Third Quarter 2023 Highlights

As previously announced, on August 18, 2023, we completed the sale of our Roots™ business. We sold the Roots™ business, which was within our Specialty Products, Cryo Tank Solutions and Repair, Service & Leasing segments, to Ingersoll Rand Inc. with proceeds totaling $291.9 million.

Also, as previously announced, on July 26, 2023 we signed a definitive agreement to sell our Cofimco fans business to PX3 Partners, the London headquartered private equity firm, for an $80.0 million purchase price. The transaction is anticipated to close on October 31, 2023, and as of September 30, 2023 met the criteria to be held for sale.

We previously determined that the assets held for sale related to Roots™ qualify for discontinued operations. The financial information presented and discussion of results that follows is presented on a continuing operations basis.

With our acquisition of Howden (the “Howden Acquisition”) on March 17, 2023, our third quarter 2023 results include the first two full quarters of Howden ownership. Strong order activity contributed to record ending total backlog of $4,140.7 million as of September 30, 2023 compared to $2,254.1 million as of September 30, 2022 and $3,964.9 million as of June 30, 2023, representing increases which reflect the broad-based demand we continue to see year-over-year and quarter-over-quarter across our product categories. We had record order activity in our Specialty Products segment of $469.1 million for the three months ended September 30, 2023 compared to $202.9 million and $293.2 million for the three months ended September 30, 2022 and June 30, 2023, respectively, was mainly driven strong synergy order intake for clean energy applications during the three months ended September 30, 2023. Specialty Products segment backlog was a record $1,460.7 million as of September 30, 2023, compared to $666.1 million and $1,259.6 million as of September 30, 2022 and June 30, 2023, respectively. Repair Service & Leasing segment backlog totaled a record $609.7 million as of September 30, 2023 compared to $41.6 million as of September 30, 2022 and $580.7 million as of June 30, 2023, mainly driven by strong order intake for fans aftermarket, parts, repairs, and services, and field services for the acquired Howden business during the three months ended September 30, 2023 where orders totaled a record of $331.2 million, compared to $61.7 million and $319.7 million for the three months ended September 30, 2022 and June 30, 2023, respectively. Heat Transfer Systems segment backlog at September 30, 2023 remained strong and totaled $1,657.5 million, compared to $1,225.4 million as of September 30, 2022 and $1,708.9 million as of June 30, 2023. Cryo Tank Solutions segment backlog at September 30, 2023 also remained strong and totaled $449.4 million, compared to $355.2 million as of September 30, 2022 and $452.7 million as of June 30, 2023. Cryo Tank Solutions segment orders were a record $155.6 million for the three months ended September 30, 2023 compared to $120.2 million and $155.0 million for the three months ended September 30, 2022 and June 30, 2023, respectively.

Consolidated sales were $897.9 million in the three months ended September 30, 2023 compared to $412.1 million in the three months ended September 30, 2022 and $908.1 million in the three months ended June 30, 2023. Compared to the same quarter in 2022 this represents increases in our Heat Transfer Systems segment driven by favorable sales in big and small-scale LNG. Sales increased in our Repair, Service, & Leasing segment with favorable sales in our lifecycle business, leasing business and aftermarket fans and in our Specialty Products segment with favorable sales in space applications. Consolidated gross profit margin for the three months ended September 30, 2023 of 30.8% increased from 25.4% for the three months ended September 30, 2022, resulting from our ongoing cost out actions, productivity, early synergy achievement and pricing actions.

Consolidated Results for the Three Months Ended September 30, ~~2017~~2023 and ~~2016,~~2022, and June 30, ~~2017~~2023

The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the three months ended September 30, ~~2017~~2023 and ~~2016~~2022 and June 30, ~~2017.~~2023 (dollars in millions). The following financial data for the current period reflects our first two full quarters of ownership of Howden and excludes the RootsTM business financial results for our entire ownership period of March 17, 2023 through August 18, 2023, therefore the movements compared to September 30, 2022 do not solely reflect organic business trends.

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Selected Financial ~~data~~Information (1)


	Three Months Ended									Current Quarter vs. Prior Year Same Quarter				Current Quarter vs. Prior Sequential Quarter
	September 30, 2023			September 30, 2022			June 30, 2023			Variance ($)		Variance (%)		Variance ($)		Variance (%)
Sales
Cryo Tank Solutions	$	159.0		$	126.9		$	152.7		$	32.1	25.3	%	$	6.3	4.1	%
Heat Transfer Systems	232.5			132.1			236.0			100.4		76.0	%	(3.5)		(1.5)	%
Specialty Products	240.0			108.1			236.7			131.9		122.0	%	3.3		1.4	%
Repair, Service & Leasing	271.3			49.7			298.7			221.6		445.9	%	(27.4)		(9.2)	%
Intersegment eliminations	(4.9)			(4.7)			(16.0)			(0.2)		4.3	%	11.1		(69.4)	%
Consolidated	$	897.9		$	412.1		$	908.1		$	485.8	117.9	%	$	(10.2)	(1.1)	%

Gross Profit
Cryo Tank Solutions	$	35.2		$	22.8		$	28.8		$	12.4	54.4	%	$	6.4	22.2	%
Heat Transfer Systems	61.5			28.5			67.3			33.0		115.8	%	(5.8)		(8.6)	%
Specialty Products	62.0			34.2			61.0			27.8		81.3	%	1.0		1.6	%
Repair, Service & Leasing	117.5			19.1			123.5			98.4		515.2	%	(6.0)		(4.9)	%
Consolidated	$	276.2		$	104.6		$	280.6		$	171.6	164.1	%	$	(4.4)	(1.6)	%

Gross Profit Margin
Cryo Tank Solutions	22.1		%	18.0		%	18.9		%
Heat Transfer Systems	26.5		%	21.6		%	28.5		%
Specialty Products	25.8		%	31.6		%	25.8		%
Repair, Service & Leasing	43.3		%	38.4		%	41.3		%
Consolidated	30.8		%	25.4		%	30.9		%

	Three Months Ended									Current Quarter vs. Prior Year Same Quarter				Current Quarter vs. Prior Sequential Quarter
	September 30, 2023			September 30, 2022			June 30, 2023			Variance ($)		Variance (%)		Variance ($)		Variance (%)
SG&A Expenses
Cryo Tank Solutions	$	16.5		$	9.8		$	17.5		$	6.7	68.4	%	$	(1.0)	(5.7)	%
Heat Transfer Systems	14.6			6.5			12.9			8.1		124.6	%	1.7		13.2	%
Specialty Products	22.8			14.7			30.5			8.1		55.1	%	(7.7)		(25.2)	%
Repair, Service & Leasing	36.8			3.9			40.5			32.9		843.6	%	(3.7)		(9.1)	%
Corporate	32.1			17.4			39.3			14.7		84.5	%	(7.2)		(18.3)	%
Consolidated	$	122.8		$	52.3		$	140.7		$	70.5	134.8	%	$	(17.9)	(12.7)	%

SG&A Expenses (% of Sales)
Cryo Tank Solutions	10.4		%	7.7		%	11.5		%
Heat Transfer Systems	6.3		%	4.9		%	5.5		%
Specialty Products	9.5		%	13.6		%	12.9		%
Repair, Service & Leasing	13.6		%	7.8		%	13.6		%
Consolidated	13.7		%	12.7		%	15.5		%

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Operating Income (Loss) (2)
Cryo Tank Solutions	$	17.1		$	12.2		$	10.5		$	4.9	40.2	%	$	6.6	62.9	%
Heat Transfer Systems	43.4			18.3			49.8			25.1		137.2	%	(6.4)		(12.9)	%
Specialty Products (3)	33.7			16.7			29.1			17.0		101.8	%	4.6		15.8	%
Repair, Service & Leasing	42.3			12.0			45.6			30.3		252.5	%	(3.3)		(7.2)	%
Corporate (4)	(32.1)			(17.5)			(39.3)			(14.6)		83.4	%	7.2		(18.3)	%
Consolidated	$	104.4		$	41.7		$	95.7		$	62.7	150.4	%	$	8.7	9.1	%

Operating Margin
Cryo Tank Solutions	10.8		%	9.6		%	6.9		%
Heat Transfer Systems	18.7		%	13.9		%	21.1		%
Specialty Products	14.0		%	15.4		%	12.3		%
Repair, Service & Leasing	15.6		%	24.1		%	15.3		%
Consolidated	11.6		%	10.1		%	10.5		%

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(1)Results for the three months endedSeptember 30, 2023 and June 30, ~~2017 has been included to provide additional information regarding our business trends on a sequential quarter basis (dollars in thousands):~~2023 include the results of Howden from the acquisition date of March 17, 2023.

~~Selected Financial Information~~

Three Months Ended
Current Quarter vs.
Prior Year Quarter

Current Quarter vs.
Prior Sequential Quarter
September 30, 2017 September 30, 2016 June 30, 2017
Variance
($)

Variance
(%)

Variance
($)

Variance
(%)
Sales
Energy & Chemicals $ 46,588
$ 23,711
$ 40,018
$ 22,877
96.5 % $ 6,570
16.4 %
Distribution & Storage 139,281
126,646
137,518
12,635
10.0 % 1,763
1.3 %
BioMedical 54,662
53,573
60,677
1,089
2.0 % (6,015 ) (9.9 )%
Consolidated $ 240,531
$ 203,930
$ 238,213
$ 36,601
17.9 % $ 2,318
1.0 %
Gross Profit
Energy & Chemicals $ 8,682
$ 1,803
$ 5,327
$ 6,879
381.5 % $ 3,355
63.0 %
Distribution & Storage 40,542
33,429
35,327
7,113
21.3 % 5,215
14.8 %
BioMedical 21,178
34,391
22,561
(13,213 ) (38.4 )% (1,383 ) (6.1 )%
Consolidated $ 70,402
$ 69,623
$ 63,215
$ 779
1.1 % $ 7,187
11.4 %
Gross Profit Margin
Energy & Chemicals 18.6 % 7.6 % 13.3 %
Distribution & Storage 29.1 % 26.4 % 25.7 %
BioMedical 38.7 % 64.2 % 37.2 %
Consolidated 29.3 % 34.1 % 26.5 %
SG&A Expenses
Energy & Chemicals $ 7,394
$ 7,050
$ 7,414
$ 344
4.9 % $ (20 ) (0.3 )%
Distribution & Storage 18,587
15,978
16,924
2,609
16.3 % 1,663
9.8 %
BioMedical 10,918
12,601
11,874
(1,683 ) (13.4 )% (956 ) (8.1 )%
Corporate 19,815
9,801
13,993
10,014
102.2 % 5,822
41.6 %
Consolidated $ 56,714
$ 45,430
$ 50,205
$ 11,284
24.8 % $ 6,509
13.0 %
SG&A Expenses (% of Sales)
Energy & Chemicals 15.9 % 29.7 % 18.5 %
Distribution & Storage 13.3 % 12.6 % 12.3 %
BioMedical 20.0 % 23.5 % 19.6 %
Consolidated 23.6 % 22.3 % 21.1 %
Operating Income (Loss) ^{(1) (2)}

Energy & Chemicals $ 329
$ (5,736 ) $ (2,568 ) $ 6,065
(105.7 )% $ 2,897
(112.8 )%
Distribution & Storage 21,016
14,715
16,577
6,301
42.8 % 4,439
26.8 %
BioMedical 9,539
20,916
9,848
(11,377 ) (54.4 )% (309 ) (3.1 )%
Corporate ⁽³⁾
(20,436 ) (9,831 ) (13,922 ) (10,605 ) 107.9 % (6,514 ) 46.8 %
Consolidated $ 10,448
$ 20,064
$ 9,935
$ (9,616 ) (47.9 )% $ 513
5.2 %
Operating Margin (Loss)
Energy & Chemicals 0.7 % (24.2 )% (6.4 )%
Distribution & Storage 15.1 % 11.6 % 12.1 %
BioMedical 17.5 % 39.0 % 16.2 %
Consolidated 4.3 % 9.8 % 4.2 %

~~_______________~~

⁽¹⁾(2)Restructuring ~~costs~~costs/(credits) for the three months ended:

•September 30, ~~2017~~2023 were ~~$2.7 million~~$4.2 ($~~0.2 million~~2.3 - ~~E&C, $0.6 million~~Corporate, $0.9 - ~~D&S,~~Repair, Service & Leasing, $0.5 ~~million BioMedical,~~- Heat Transfer Systems, $0.4 - Specialty Products and ~~$1.4 million~~$0.1 - ~~Corporate)~~Cryo Tank Solutions).

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•September 30, ~~2016~~2022 were ~~$0.3 million~~$(1.4) ($~~0.2 million~~(1.3) - ~~E&C~~Repair, Service & Leasing and ~~$0.1 million~~$(0.1) - ~~D&S)~~Specialty Products).

•June 30, ~~2017~~2023 were ~~$5.0 million~~$5.4 ($~~1.6 million~~3.7 - ~~E&C,~~Corporate, $0.7 - Repair, Service & Leasing, $0.5 - Specialty Products, $0.3 ~~million~~ - ~~D&S, $1.4 million~~Cryo Tank Solutions and $0.2 - ~~BioMedical,~~Heat Transfer Systems).

(3)Acquisition-related contingent consideration adjustments in our Specialty Products segment for the three months ended:

•September 30, 2023 were a decrease in fair value of $2.3.

•September 30, 2022 were a decrease in fair value of $1.7.

•June 30, 2023 were an increase in fair value of $1.1.

(4)Includes deal-related and ~~$1.7 million - Corporate)~~

⁽²⁾

During the third quarter of 2016, the Company recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the three months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15.1 million and Corporate SG&A expenses by $0.9 million, net of associated legal fees.


⁽³⁾	~~Includes acquisition-related expenses of $7.4 million and $1.0 million for the three months ended September 30, 2017 and June 30, 2017, respectively.~~

integration costs of $5.9 for the three months ended September 30, 2023 and $6.7 and $11.3 for the three months ended September 30, 2022 and June 30, 2023, respectively.

Results of Operations for the Three Months Ended September 30, ~~2017~~2023 and ~~2016,~~2022, and June 30, ~~2017~~2023

Sales infor the third quarter of ~~2017~~2023 compared to the same quarter in ~~2016~~2022 increased ~~$36.6~~by $485.8 million, from ~~$203.9~~$412.1 million to ~~$240.5~~$897.9 million, or ~~17.9%, with increases across all segments. The largest increases were in E&C, $22.9~~117.9% and decreased by $10.2 million, from $908.1 million to $897.9 million, or ~~96.5%, and D&S, $12.6 million or 10.0%. E&C’s Lifecycle business, which includes results from the Hetsco acquisition, added $11.4 million in incremental sales~~1.1% compared to ~~E&C during~~ the three months ended ~~September~~June 30, 2017, and E&C’s Hudson acquisition added $6.1 million in incremental sales to E&C during the period of ownership from September 20, 2017 through September 30, 2017. D&S saw improvement in all regions during the three months ended September 30, 2017 as2023. The increase compared to the same quarter in ~~2016, with the largest increase in China,~~2022 was primarily driven by ~~stronger LNG-related product sales. Sequentially over~~Howden and strong big and small-scale LNG sales in our Heat Transfer Systems segment, and the slight decline from the second quarter 2023 was primarily the result of ~~2017,~~customer timing with a few orders being pushed to the ~~overall sales~~fourth quarter.

Gross profit for the third quarter of 2023 compared to the same quarter in 2022 increased by $171.6 million from $104.6 million to $276.2 million or 164.1%. Gross profit margin of 30.8% for the third quarter of 2023 increased from 25.4% in the third quarter of 2022. The increase ~~of $2.3 million~~in gross profit and the related margin was ~~largely~~primarily driven by ~~sales incrementally added~~the third quarter of 2023 being the second full quarter of Howden ownership and the accompanying product mix.

Consolidated SG&A expenses increased by ~~the Hudson acquisition. This increase was partially offset by decreased sales in cryobiological applications within the BioMedical segment.~~

~~Gross profit increased~~$70.5 million or 134.8% during the third quarter of ~~2017~~2023 compared to the ~~third~~same quarter in 2022. This increase is due to the impact of ~~2016 by $0.8 million. Gross profit~~Howden in the third quarter of ~~2016 included $15.1 million related to the impact~~2023.

Table of an insurance recovery received by the BioMedical segment for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep Corporation (“AirSep”) in 2012. The increase is primarily due to gross profit added from the Hetsco and Hudson acquisitions in our E&C segment. Gross profit further increased as a result of higher volume at better margins in the D&S segment. Excluding the impact of the insurance recovery, BioMedical’s gross profit was up compared to the prior year on slightly higher sales. Sequentially over the second quarter of 2017, the increase in gross profit of $7.2 million, or 11.4%, was mainly driven by the E&C segment’s incremental margin from the Hudson acquisition and the D&S segment, where favorable product mix drove margins higher.Contents

SG&A expenses increased by $11.3 million, or 24.8%, during the third quarter of 2017 compared to the third quarter of 2016. During the third quarter of 2017, Corporate incurred $7.3 million of expenses associated with the Hudson acquisition. Sequentially over the second quarter of 2017, the SG&A expenses increase was primarily driven by acquisition-related expenses associated with the Hudson acquisition and restructuring.

Restructuring costs were related to the previously announced corporate office relocation, the Buffalo BioMedical respiratory consolidation to our Ball Ground, Georgia facilities and our Wuxi, China facility consolidation. Restructuring costs were $2.7 million in the third quarter of 2017 and were recorded in cost of goods sold ($0.3 million) and SG&A ($2.4 million). Restructuring costs were $0.3 million in the third quarter of 2016 and were recorded primarily in SG&A. Restructuring costs were $5.0 million in the second quarter of 2017 and were recorded in cost of goods sold ($2.0 million) and SG&A ($3.0 million).

Interest Expense, Net and Financing Costs Amortization

~~Net interest~~Interest expense, net for the three months ended September 30, ~~2017~~2023 and ~~2016~~2022 was ~~$4.8~~$85.7 million and ~~$4.3~~$5.7 million, ~~respectively.~~respectively, representing an increase of $80.0 million. The increase in interest expense, net, is primarily due to higher borrowings outstanding, specifically our senior secured notes due 2030 and senior unsecured notes due 2031, both issued on December 22, 2022 with interest payments due semi-annually, as well as borrowings related to our term loan, drawn on March 17, 2023 for the Howden Acquisition and an additional incremental term loan drawn on June 30, 2023, compared to borrowings outstanding during the third quarter of 2022. The increase in interest expense, net was also driven by higher average interest rates during the third quarter of 2023 as compared to the third quarter of 2022. Interest expense, net for the three months ended September 30, ~~2017~~2023 included ~~$1.3~~$27.3 million, $12.1 million and $41.3 million, in interest related to our senior secured notes, senior unsecured notes and term loan, respectively, none of which were outstanding during the third quarter of 2022. Interest expense, net for both the three months ended September 30, 2023 and 2022 included $0.6 million of ~~2.0%~~1.0% cash interest ~~$3.4 million of non-cash interest accretion~~ expense related to ~~the carrying value of the Convertible Notes,~~our convertible notes due November 2024 and ~~$0.3~~$9.2 million and $6.4 million, respectively, in interest related to borrowings on our senior secured revolving credit facility ~~for the Hudson acquisition. For each of the three months ended September 30, 2017 and 2016, financing~~due 2026.

Financing costs amortization was ~~$0.3 million.~~

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~~Income Tax Expense~~

~~Income tax expense of $1.9~~$4.8 million and ~~$1.8~~$0.7 million for the three months ended September 30, ~~2017~~2023 and ~~2016,~~2022, respectively. The increase of $4.1 million was primarily due to the amendment of our senior secured revolving credit facility due 2026, the issuance of senior secured notes due 2030 and senior unsecured notes due 2031 during the fourth quarter of 2022 as well as the issuance of incremental term loans on March 17, 2023 and June 30, 2023, all of which increased deferred debt issuance costs.

Unrealized Loss On Investments In Equity Securities

During the third quarter of 2023, we recognized an unrealized loss on investments in equity securities of $5.2 million, which was driven by an unrealized loss of $4.0 million on the mark-to-market adjustment of our investment in McPhy and a $1.2 million unrealized loss on the mark-to-market adjustment of our investment in Stabilis. During third quarter of 2022, we recognized an unrealized gain of $1.3 million, which was driven by a $5.4 million unrealized gain on the mark-to-market adjustment of our investment in Stabilis, offset by a $4.1 million unrealized loss on the mark-to-market adjustment of our investment in McPhy.

Foreign Currency (Gain) Loss

For the three months ended September 30, 2023, foreign currency gain was $2.9 million, and for the three months ended September 30, 2022 foreign currency gain was $2.5 million. The variance between periods was primarily driven by fluctuations in the U.S. dollar as compared to the euro, Chinese yuan, and South African rand. Foreign currency (gain) loss relates to transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency.

Income Tax Expense

Income tax (benefit) of $0.1 million and $(1.6) million for the three months ended September 30, 2023 and 2022, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of ~~47.5%~~1.0% and ~~11.4%~~(4.0)%, respectively. The effective income tax rate of 47.5% for the third quarter of 2017 was higher than the U.S. federal statutory rate of 35% primarily due to losses incurred by certain of our Chinese operations for which no tax benefit was recorded, partially offset by the effect of income earned by certain of our international entities operating in lower taxed jurisdictions. The third quarter 2017 effective income tax rate was also impacted by transaction costs incurred with the acquisition of Hudson, a portion of which were non-deductible for U.S. federal income tax purposes. The effective income tax rate of 11.4%1.0% for the three months ended September 30, ~~2016~~2023 differed from the U.S. federal statutory rate of ~~35%~~21% primarily due to one-time impacts from acquisitions and income earned by our certain foreign entities being taxed at higher rates than the ~~insurance settlement for breaches of representations and warranties that resulted in an adjustment to our purchase price of Airsep shares for tax purposes and was~~U.S. federal statutory rate, offset by ~~losses incurred~~research and development credits and excess tax benefits associated with share-based compensation.

The effective income tax rate of (4.0)% for the three months ended September 30, 2022 differed from the U.S. federal statutory rate of 21% primarily due to income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rates, more than offset by the release of ~~our Chinese operations for which no benefit was recorded.~~a valuation allowance on certain foreign entities, excess tax benefits associated with share-based compensation and global R&D tax credits. The release of the valuation allowance is due to continued improvement of on-going results in certain foreign jurisdictions over the prior three years and the current year resulting in the recognition of deferred tax assets (and the related deferred tax benefit) that were generated in prior years and year to date that had not been previously recognized.

Net Income Attributable to Chart Industries, Inc. from Continuing Operations

As a result of the foregoing, net income attributable to ~~the Company~~Chart Industries, Inc. from continuing operations for the three months ended September 30, ~~2017~~2023 and ~~2016~~2022 was ~~$1.5~~$9.4 million and ~~$15.0~~$41.2 million, respectively.

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Consolidated Results for the Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022

The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 (dollars in ~~thousands):~~millions). The following financial data, which reflect our first two full quarters of ownership of Howden and exclude RootsTM business financial results for our entire ownership period of March 17, 2023 through the divestiture date, August 18, 2023, has been included to provide additional information regarding our business trends on a prior year-to-date period basis:

Selected Financial Information


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales
Cryo Tank Solutions	$	435.2		$	377.9		$	57.3	15.2	%
Heat Transfer Systems	636.0			314.3			321.7		102.4	%
Specialty Products	602.9			330.9			272.0		82.2	%
Repair, Service & Leasing	688.5			154.4			534.1		345.9	%
Intersegment eliminations	(25.1)			(6.5)			(18.6)		286.2	%
Consolidated	$	2,337.5		$	1,171.0		$	1,166.5	99.6	%

Gross Profit
Cryo Tank Solutions	$	85.5		$	69.8		$	15.7	22.5	%
Heat Transfer Systems	170.1			53.4			116.7		218.5	%
Specialty Products	158.9			106.2			52.7		49.6	%
Repair, Service & Leasing	291.6			53.7			237.9		443.0	%

Consolidated	$	706.1		$	283.1		$	423.0	149.4	%

Gross Profit Margin
Cryo Tank Solutions	19.6		%	18.5		%
Heat Transfer Systems	26.7		%	17.0		%
Specialty Products	26.4		%	32.1		%
Repair, Service & Leasing	42.4		%	34.8		%
Consolidated	30.2		%	24.2		%

SG&A Expenses
Cryo Tank Solutions	$	49.3		$	31.5		$	17.8	56.5	%
Heat Transfer Systems	36.5			18.3			18.2		99.5	%
Specialty Products	60.2			43.5			16.7		38.4	%
Repair, Service & Leasing	87.1			11.5			75.6		657.4	%
Corporate	123.3			54.5			68.8		126.2	%
Consolidated	$	356.4		$	159.3		$	197.1	123.7	%

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Nine Months Ended Current Year-to-date vs.
Prior Year-to-date Period
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales
Energy & Chemicals $ 126,473
$ 122,865
$ 3,608
2.9 %
Distribution & Storage 390,057
363,743
26,314
7.2 %
BioMedical 166,309
158,174
8,135
5.1 %
Consolidated $ 682,839
$ 644,782
$ 38,057
5.9 %
Gross Profit
Energy & Chemicals $ 22,434
$ 39,147
$ (16,713 ) (42.7 )%
Distribution & Storage 106,417
96,074
10,343
10.8 %
BioMedical 60,426
74,054
(13,628 ) (18.4 )%
Consolidated $ 189,277
$ 209,275
$ (19,998 ) (9.6 )%
Gross Profit Margin
Energy & Chemicals 17.7 % 31.9 %
Distribution & Storage 27.3 % 26.4 %
BioMedical 36.3 % 46.8 %
Consolidated 27.7 % 32.5 %
SG&A Expenses
Energy & Chemicals $ 22,610
$ 23,295
$ (685 ) (2.9 )%
Distribution & Storage 53,269
52,517
752
1.4 %
BioMedical 33,609
33,288
321
1.0 %
Corporate 49,858
34,762
15,096
43.4 %
Consolidated $ 159,346
$ 143,862
$ 15,484
10.8 %
SG&A Expenses (% of Sales)
Energy & Chemicals 17.9 % 19.0 %
Distribution & Storage 13.7 % 14.4 %
BioMedical 20.2 % 21.0 %
Consolidated 23.3 % 22.3 %
Operating (Loss) Income ^{(1) (2)}

Energy & Chemicals $ (2,420 ) $ 14,190
$ (16,610 ) (117.1 )%
Distribution & Storage 49,186
37,550
11,636
31.0 %
BioMedical 24,387
38,120
(13,733 ) (36.0 )%
Corporate ⁽³⁾
(50,523 ) (34,820 ) (15,703 ) 45.1 %
Consolidated $ 20,630
$ 55,040
$ (34,410 ) (62.5 )%
Operating (Loss) Margin
Energy & Chemicals (1.9 )% 11.5 %
Distribution & Storage 12.6 % 10.3 %
BioMedical 14.7 % 24.1 %
Consolidated 3.0 % 8.5 %


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
SG&A Expenses % of Sales
Cryo Tank Solutions	11.3		%	8.3		%
Heat Transfer Systems	5.7		%	5.8		%
Specialty Products	10.0		%	13.1		%
Repair, Service & Leasing	12.7		%	7.4		%
Consolidated	15.2		%	13.6		%

Operating Income (Loss) (1)
Cryo Tank Solutions	$	31.9		$	36.2		$	(4.3)	(11.9)	%
Heat Transfer Systems	120.5			23.8			96.7		406.3	%
Specialty Products (2)	84.6			53.7			30.9		57.5	%
Repair, Service & Leasing	121.0			32.3			88.7		274.6	%
Corporate (3)	(123.3)			(54.6)			(68.7)		125.8	%

Consolidated	$	234.7		$	91.4		$	143.3	156.8	%

Operating Margin
Cryo Tank Solutions	7.3		%	9.6		%
Heat Transfer Systems	18.9		%	7.6		%
Specialty Products	14.0		%	16.2		%
Repair, Service & Leasing	17.6		%	20.9		%
Consolidated	10.0		%	7.8		%

_______________

⁽¹⁾Restructuring ~~costs~~costs/(credits) for the nine months ended:

•September 30, ~~2017~~2023 were ~~$12.4 million, ($2.2 million~~$11.2 ($6.0 - ~~E&C, $1.1 million~~Corporate, $2.4 Repair, Service and Leasing, $1.2 - ~~D&S, $4.5 million BioMedical,~~Cryo Tank Solutions, $0.9 - Specialty Products and ~~$4.6 million~~$0.7 - ~~Corporate)~~Heat Transfer Systems).

•September 30, ~~2016~~2022 were ~~$6.3 million~~$(1.1) ($~~0.8 million~~(1.3) - ~~E&C, $3.9 million~~Repair, Service and Leasing, $0.1 - ~~D&S, $0.5 million BioMedical,~~Cryo Tank Solutions and ~~$1.1 million~~$0.1 - ~~Corporate)~~Heat Transfer Systems).

(2)Includes acquisition-related contingent consideration (credits)/charges of $(8.8) and $(2.7) in our Specialty Products segment for the nine months ended September 30, 2023 and 2022, respectively.

~~Table~~(3)Includes deal-related and integration costs of ~~Contents~~$98.9 and $16.0 for the nine months ended September 30, 2023 and 2022, respectively.

⁽²⁾

During the third quarter of 2016, the Company recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the nine months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $376, net of associated legal fees recorded in the first nine months of 2016.


⁽³⁾	~~Includes acquisition-related expenses of $8.6 million for the nine months ended September 30, 2017.~~

Results of Operations for the Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022

Sales for the first nine months of 2023 compared to the same period in 2022 increased by $1,166.5 million, from $1,171.0 million to $2,337.5 million. Similar to the comments in the results of operations for the three months ended September 30, 2023 and 2022 section above, this increase is driven by the sales contribution from the Howden acquisition and strong big and small-scale LNG volumes within our Heat Transfer Segment.

Gross profit increased during the first nine months of 2023 compared to the first nine months of 2022 by $423.0 million or 149.4%, while gross profit margin of 30.2% for the first nine months of 2023 increased from 24.2% in the first nine months of 2022. Similar to the comments in the results of operations for the three months ended September 30, 2023 and 2022 section above, the increase in gross profit margin for the first nine months of 2023 compared to the same period in 2022 was primarily driven by the Howden acquisition, as noted above. Restructuring costs (credits) recorded to cost of sales were $0.2 million and $(1.1) million for the nine months ended September 30, 2023 and 2022, respectively.

Consolidated SG&A expenses increased by $197.1 million or 123.7% during the first nine months of 2023 compared to the same period in 2022 primarily driven by the inclusion of Howden SG&A expenses in the current period in addition to expenses incurred in connection with the acquisition. Additionally the Company recognized higher restructuring costs recorded

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to consolidated SG&A expenses, which were $11.0 million and $0.0 million for the nine months ended September 30, ~~2017 increased~~2023 and 2022, respectively.

Interest Expense, Net and Financing Costs Amortization

Interest expense, net for the nine months ended September 30, 2023 and 2022 was $190.7 million and $13.3 million, respectively, representing an increase of $177.4 million. The increase in ~~all segments~~interest expense, net, is primarily due to higher borrowings outstanding, specifically our senior secured notes due 2030 and senior unsecured notes due 2031, both issued on December 22, 2022 with interest payments due semi-annually, as well as borrowings related to our term loan, drawn on March 17, 2023 for the Howden Acquisition and an additional incremental term loan drawn on June 30, 2023, compared to borrowings outstanding during the same period in 2022. The increase in interest expense, net was also driven by higher average interest rates during the nine months ended September 30, 2023 as compared to the nine months ended September 30, ~~2016,~~2022. The increase in interest expense, net was partially offset by ~~$38.1~~interest income of $21.4 million ~~or 5.9%,~~earned primarily ~~driven by stronger sales in D&S as a result~~from deposit of ~~increased sales in bulk~~proceeds from the senior secured notes due 2030, senior unsecured notes due 2031, common stock and ~~packaged gas industrial applications, especially in~~preferred stock offerings into interest bearing accounts until the ~~U.S~~consummation of the Howden Acquisition, and ~~China. E&C sales include $37.6~~$1.2 million ~~of incremental sales~~ interest income from ~~Lifecycle, which includes the Hetsco acquisition, and the Hudson acquisition which added $6.1 million in incremental sales to E&C during the period of ownership from~~our cross-currency swaps entered into on September ~~20, 2017 through September 30, 2017. E&C segment sales in 2016 included several short-lead time replacement equipment sales and contract expiration fees.~~

Gross profit decreased $20.0 million, and the related margin decreased from 32.5% to 27.7% during the first nine months of 2017 compared to the first nine months of 2016. The prior year included several high margin short-lead time replacement equipment sales and contract expiration fees in our E&C segment that did not recur in 2017 as well as the BioMedical insurance recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012. For the nine months ended September 30, 2016, this reduced BioMedical’s cost of sales by $15.1 million and added 9.6% to the year-to-date gross margin.

SG&A expenses increased by $15.5 million during the first nine months of 2017 compared to the first nine months of 2016. During the first nine months of 2017, Corporate incurred $8.6 million in acquisition-related costs, of which $8.1 million related to the Hudson acquisition. Restructuring expenses increased $6.1 million as further discussed below.

Restructuring costs of $12.4 million for the first nine months of 2017 were recorded in cost of goods sold ($4.8 million) and SG&A ($7.6 million) as a result of our cost reduction and operating efficiency initiatives primarily related to the corporate office relocation, the Buffalo BioMedical respiratory consolidation to our Ball Ground, Georgia facilities and our China facilities consolidation. Restructuring costs of $6.3 million for the first nine months of 2016 were recorded in cost of goods sold ($3.5 million) and SG&A ($2.8 million)16, 2022.

Interest ~~Expense, Net and Financing Costs Amortization~~

~~Net interest expense~~expense, net for the nine months ended September 30, ~~2017 and 2016 was $13.0~~2023 included $82.1 million, $36.3 million and ~~$12.6~~$81.0 million, ~~respectively.~~in interest related to our senior secured notes, senior unsecured notes and term loan, respectively, none of which were outstanding during the same period in 2022. Interest expense, net for both the nine months ended September 30, ~~2017~~2023 and 2022 included ~~$3.8~~$1.9 million of ~~2.0%~~1.0% cash interest ~~$10.0 million of non-cash interest accretion~~ expense related to ~~the carrying value of the Convertible Notes~~our convertible notes due November 2024 and ~~$0.3~~$104.6 million and $14.7 million, respectively, in interest related to borrowings on our current senior secured revolving credit facility ~~for the Hudson acquisition. For each of the nine months ended September 30, 2017~~due 2026 and ~~2016, financing~~previous senior secured revolving credit facility and term loan due 2024.

Financing costs amortization was ~~$1.0 million.~~

~~Income Tax Expense~~

~~Income tax expense of $2.3 million and $12.8~~$12.0 million for the nine months ended September 30, ~~2017~~2023 as compared to $2.1 million for the nine months ended September 30, 2022. The increase of $9.9 million was primarily due to the amendment of our senior secured revolving credit facility due 2026, the issuance of senior secured notes due 2030 and ~~2016,~~senior unsecured notes due 2031 during the fourth quarter of 2022 as well as the issuance of incremental term loans on March 17, 2023 and June 30, 2023, all of which increased deferred debt issuance costs.

Unrealized Loss On Investments In Equity Securities

During the first nine months of 2023, we recognized an unrealized loss on investments in equity securities of $11.8 million, which was driven by an unrealized loss of $10.2 million on the mark-to-market adjustment of our investment in McPhy and a $1.6 million unrealized loss on the mark-to-market adjustment of our investment in Stabilis. During the first nine months of 2022, we recognized an unrealized loss on investments in equity securities of $10.9 million, which was driven by an unrealized loss of $16.1 million on the mark-to-market adjustment of our investment in McPhy and a $5.2 million unrealized gain on the mark-to-market adjustment of our investment in Stabilis.

Foreign Currency Gain

For the nine months ended September 30, 2023, foreign currency gain was $8.1 million and for the nine months ended September 30, 2022 foreign currency gain was $2.6 million.

Income Tax Expense

Income tax (benefit) expense of $(4.2) million and $4.0 million for the nine months ended September 30, 2023 and 2022, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of ~~48.6%~~840.0% and ~~31.0%~~5.8%, respectively. The effective income tax rate of ~~48.6%~~840.0% for the nine months ended September 30, 2017 was higher than the U.S. federal statutory rate of 35% primarily due to losses incurred by certain of the Company’s Chinese operations for which no benefit was recorded, partially offset by foreign exchange losses realized upon the receipt of previously taxed income and the effect of income earned by certain of the Company’s international entities operating in lower taxed jurisdictions. During the nine months ended September 30, 2017, the effective income tax rate was also impacted by transaction costs incurred with the acquisition of Hudson, a portion of which were non-deductible for U.S. federal income tax purposes. The effective income tax rate of 31.0% for the nine months ended September 30, 20162023 differed from the U.S. federal statutory rate of ~~35%~~21% primarily due to income earned by our certain foreign entities being taxed at higher rates than the ~~insurance settlement for breaches of representations and warranties that resulted in an adjustment to our purchase price of Airsep shares for tax purposes and~~U.S. federal statutory rate offset by ~~losses incurred~~excess tax benefits associated with share-based compensation and global research and development tax credits.

The effective income tax rate of 5.8% for the nine months ended September 30, 2022 differed from the U.S. federal statutory rate of 21% primarily due to income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate offset by the release of ~~our Chinese operations for which no benefit was recorded.~~a valuation allowance on certain foreign entities, excess tax benefits associated with share-based compensation and global R&D tax credits. The release of the valuation allowance is due to continued improvement of on-going results in certain foreign jurisdictions over the prior three years and the current year resulting in the recognition of deferred tax assets (and the related deferred tax benefit) that were generated in prior years and year to date that had not been previously recognized.

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Net Income Attributable to Chart Industries, Inc. from Continuing Operations

As a result of the foregoing, net income attributable to ~~the Company~~Chart Industries, Inc. for the nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 was ~~$1.4~~$0.1 million and ~~$31.5~~$64.4 million, respectively.

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Segment Results

~~The structure of the Company’s internal organization is divided into the following~~Our reportable and operating segments ~~which are also the Company’s operating segments: E&C, D&S,~~include: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and ~~BioMedical.~~Repair, Service & Leasing. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, risk management and ~~risk management.~~share-based compensation expenses. Corporate support functions are not currently allocated to the segments. For further information, refer to Note 3, “Reportable Segments” of our ~~Reportable Segments note to our~~unaudited condensed consolidated financial statements included ~~elsewhere~~under Item 1, “Financial Statements” in this report. The following tables include key metrics used to evaluate our business and measure our performance and ~~represents~~represent selected financial data for our operating segments for the three and nine months ended September 30, ~~2017~~2023 and ~~2016~~2022 (dollars in ~~thousands)~~millions):

~~Energy & Chemicals~~

Cryo Tank Solutions — Results of Operations for the Three Months Ended September 30, ~~2017~~2023 and ~~2016~~2022


	Three Months Ended						Current Quarter vs. Prior Year Same Quarter
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	159.0		$	126.9		$	32.1	25.3	%
Gross Profit	35.2			22.8			12.4		54.4	%
Gross Profit Margin	22.1		%	18.0		%
SG&A Expenses	$	16.5		$	9.8		$	6.7	68.4	%
SG&A Expenses (% of Sales)	10.4		%	7.7		%
Operating Income	$	17.1		$	12.2		$	4.9	40.2	%
Operating Margin	10.8		%	9.6		%

Three Months Ended Current Quarter vs.
Prior Year Quarter
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 46,588
$ 23,711
$ 22,877
96.5 %
Gross Profit 8,682
1,803
6,879
381.5 %
Gross Profit Margin 18.6 % 7.6 %
SG&A Expenses $ 7,394
$ 7,050
$ 344
4.9 %
SG&A Expenses (% of Sales) 15.9 % 29.7 %
Operating (Loss) Income $ 329
$ (5,736 ) $ 6,065
(105.7 )%
Operating (Loss) Margin 0.7 % (24.2 )%

For the third quarter of ~~2017, E&C segment~~2023, Cryo Tank Solutions net sales increased by $32.1 million as compared to the same quarter in ~~2016. E&C’s Lifecycle business, which includes results from the Hetsco acquisition, added $11.4 million~~2022. The increase is primarily driven by increased demand in ~~incremental sales to E&C during the three months ended September 30, 2017,~~bulk tanks, rail cars and ~~E&C’s Hudson acquisition added $6.1 million~~increased demand in incremental sales to E&C during the period of ownership from September 20, 2017 through September 30, 2017. Overall, the increase in sales was driven primarily by a continued increase in activity in the Natural Gas Liquids (“NGL”) and Petrochemical applications, while lower energy prices continued to have an impact on LNG related opportunities within the E&C segment.Europe.

~~For~~During the third quarter of ~~2017, E&C~~2023, Cryo Tank Solutions segment gross profit ~~and the related margin~~ increased by $12.4 million as compared to the same quarter in ~~2016 primarily due to an~~2022, and gross profit margin increased by 410 basis points. The increase in ~~high~~gross profit and the related margin ~~short lead-time replacement equipment projects and improved productivity~~was mainly driven by price improvement and increased demand in bulk tanks, rail cars and increased demand in Europe, as mentioned above, and the ~~volume increase in the NGL and Petrochemical applications.~~accompanying product mix.

~~E&C~~Cryo Tank Solutions segment SG&A expenses increased ~~slightly~~by $6.7 million during the third quarter of ~~2017~~2023 as compared to the same quarter in ~~2016 primarily driven by incremental~~2022. The increase in SG&A expenses ~~from~~was mainly due to the ~~Hetsco and Hudson acquisitions.~~second full quarter of Howden SG&A.

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Cryo Tank Solutions — Results of Operations for the Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	435.2		$	377.9		$	57.3	15.2	%
Gross Profit	85.5			69.8			15.7		22.5	%
Gross Profit Margin	19.6		%	18.5		%
SG&A Expenses	$	49.3		$	31.5		$	17.8	56.5	%
SG&A Expenses (% of Sales)	11.3		%	8.3		%
Operating Income	$	31.9		$	36.2		$	(4.3)	(11.9)	%
Operating Margin	7.3		%	9.6		%

Nine Months Ended Current Year-to-date vs.
Prior Year-to-date Period
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 126,473
$ 122,865
$ 3,608
2.9 %
Gross Profit 22,434
39,147
(16,713 ) (42.7 )%
Gross Profit Margin 17.7 % 31.9 %
SG&A Expenses $ 22,610
$ 23,295
$ (685 ) (2.9 )%
SG&A Expenses (% of Sales) 17.9 % 19.0 %
Operating (Loss) Income $ (2,420 ) $ 14,190
$ (16,610 ) (117.1 )%
Operating (Loss) Margin (1.9 )% 11.5 %

For the first nine months of ~~2017, E&C~~2023, Cryo Tank Solutions sales increased by $57.3 million compared to the same period in 2022. As mentioned in the results of operations for the three months ended September 30, 2023 and 2022 comments above, this increase is primarily driven by increased demand in bulk tanks, rail cars and increased demand in Europe.

During the first nine months of 2023, Cryo Tank Solutions segment ~~sales~~gross profit increased by $15.7 million as compared to the same period in ~~2016.~~2022, and the gross profit margin increased by 110 basis points. The increase in gross profit and the related margin was ~~primarily~~ mainly driven by ~~our Lifecycle business, which includes the Hetsco acquisition, which contributed $39.8~~price improvements and increased demand in bulk tanks, train cars and increased demand in Europe, as mentioned above.

Cryo Tank Solutions segment SG&A expenses increased by $17.8 million ~~in sales~~ during the first nine months of 2017 compared to $2.2 million in sales during the prior-year period. Additionally, the Hudson acquisition added $6.1 million of sales in the current year. These increases were largely offset by more significant short lead-time replacement equipment sales in 2016 as compared to 2017. Overall, E&C sales performance during the first nine months of 2017 was primarily

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~~driven by an increase in activity in the NGL and Petrochemical applications, while lower energy prices continued to have an impact on LNG related opportunities.~~

~~E&C gross profit and the related margin decreased during the first nine months of 2017~~2023 as compared to the same period in ~~2016. Included~~2022. The increase in ~~2016 were several short lead-time replacement equipment sales and contract expiration fees which contributed approximately $31 million~~SG&A expenses was mainly due to the impact of ~~gross profit during 2016.~~the Howden acquisition.

~~E&C segment SG&A expenses decreased during the first nine months~~

Heat Transfer Systems — Results of 2017 as lower employee-related costs, short-term variable compensation incentives, bad debt expense and headcount reductions were partially offset by incremental SG&A expenses added by the Hetsco and Hudson acquisitions.

~~Distribution & Storage~~

~~Results~~Operations for the Three Months Ended September 30, ~~2017~~2023 and ~~2016~~2022


	Three Months Ended						Current Quarter vs. Prior Year Same Quarter
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	232.5		$	132.1		$	100.4	76.0	%
Gross Profit	61.5			28.5			33.0		115.8	%
Gross Profit Margin	26.5		%	21.6		%
SG&A Expenses	$	14.6		$	6.5		$	8.1	124.6	%
SG&A Expenses (% of Sales)	6.3		%	4.9		%
Operating Income (Loss)	$	43.4		$	18.3		$	25.1	137.2	%
Operating Margin	18.7		%	13.9		%

Three Months Ended Current Quarter vs.
Prior Year Quarter
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 139,281
$ 126,646
$ 12,635
10.0 %
Gross Profit 40,542
33,429
7,113
21.3 %
Gross Profit Margin 29.1 % 26.4 %
SG&A Expenses $ 18,587
$ 15,978
$ 2,609
16.3 %
SG&A Expenses (% of Sales) 13.3 % 12.6 %
Operating Income $ 21,016
$ 14,715
$ 6,301
42.8 %
Operating Margin 15.1 % 11.6 %

~~D&S segment sales increased during~~For the third quarter of ~~2017~~2023, Heat Transfer Systems segment sales increased by $100.4 million as compared to the same quarter in ~~2016~~2022. The increase was primarily ~~due~~driven by LNG products that utilized brazed aluminum heat exchangers and air coolers, and conversion of backlog relative to ~~a $7.8 million increase in sales for liquefied natural gas~~big LNG, floating LNG and small scale LNG applications ~~a $2.2 million increase in packaged gas industrial applications, and a $2.6 million increase in bulk industrial gas~~as well as traditional energy applications.

~~D&S~~During the third quarter of 2023, Heat Transfer Systems segment gross profit increased ~~during the third quarter of 2017~~by $33.0 million as compared to the same quarter in ~~2016 mainly driven~~2022, while gross profit margin increased by 490 basis points. The increase in gross profit was primarily due to higher volume ~~across all regions,~~ and the related margin ~~increased primarily~~increase is mainly due to ~~favorable~~overall product and project mix.

~~D&S~~Heat Transfer Systems segment SG&A expenses increased by $8.1 million during the third quarter of ~~2017~~2023 as compared to the same quarter in ~~2016~~ 2022. The increase in SG&A expenses was mainly due to ~~higher employee-related costs and restructuring expense.~~the impact of the Howden acquisition.

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Heat Transfer Systems — Results of Operations for the Nine Months Ended September 30, ~~2017~~2023 and ~~2016~~2022


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	636.0		$	314.3		$	321.7	102.4	%
Gross Profit	170.1			53.4			116.7		218.5	%
Gross Profit Margin	26.7		%	17.0		%
SG&A Expenses	$	36.5		$	18.3		$	18.2	99.5	%
SG&A Expenses (% of Sales)	5.7		%	5.8		%
Operating Income (Loss)	$	120.5		$	23.8		$	96.7	406.3	%
Operating Margin	18.9		%	7.6		%

Nine Months Ended Current Year-to-date vs.
Prior Year-to-date Period
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 390,057
$ 363,743
$ 26,314
7.2 %
Gross Profit 106,417
96,074
10,343
10.8 %
Gross Profit Margin 27.3 % 26.4 %
SG&A Expenses $ 53,269
$ 52,517
$ 752
1.4 %
SG&A Expenses (% of Sales) 13.7 % 14.4 %
Operating Income $ 49,186
$ 37,550
$ 11,636
31.0 %
Operating Margin 12.6 % 10.3 %

~~D&S segment sales increased during~~For the first nine months of ~~2017~~2023, Heat Transfer Systems segment sales increased by $321.7 million as compared to the same period in ~~2016~~2022. In line with the comments of the quarter, the increase was primarily driven by LNG products that utilized brazed aluminum heat exchangers and air coolers, and conversion of backlog relative to big LNG, floating LNG and small scale LNG applications as well as traditional energy applications.

During the first nine months of 2023, Heat Transfer Systems segment gross profit increased by $116.7 million as compared to the same period in 2022 and gross profit margin increased by 970 basis points. The increase in Heat Transfer Systems segment gross profit was primarily due to higher volume and the related margin increase is mainly due to ~~$22.8~~overall product and project mix.

Heat Transfer Systems segment SG&A expenses increased by $18.2 million increase in sales for liquefied natural gas applications and a $13.2 million increase in packaged gas industrial applications, partially offset by a $9.7 million decrease in bulk industrial gas applications.

~~D&S segment gross profit increased~~slightly during the first nine months of ~~2017~~2023 as compared to the same period in ~~2016~~2022 mainly ~~driven by higher volume across all regions, and the related margin increased, especially in Asia, primarily~~ due to ~~improved execution.~~the acquired Howden business.

~~D&S~~

Specialty Products — Results of Operations for the Three Months Ended September 30, 2023 and 2022


	Three Months Ended						Current Quarter vs. Prior Year Same Quarter
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	240.0		$	108.1		$	131.9	122.0	%
Gross Profit	62.0			34.2			27.8		81.3	%
Gross Profit Margin	25.8		%	31.6		%
SG&A Expenses	$	22.8		$	14.7		$	8.1	55.1	%
SG&A Expenses (% of Sales)	9.5		%	13.6		%
Operating Income	$	33.7		$	16.7		$	17.0	101.8	%
Operating Margin	14.0		%	15.4		%

Specialty Products segment sales increased by $131.9 million during the third quarter of 2023 as compared to the same quarter in 2022. The increase in Specialty Products sales was driven by the inclusion of the acquired Howden business in the current period and also conversion of backlog relative to hydrogen applications.

Specialty Products segment gross profit increased by $27.8 million during the third quarter of 2023 as compared to the same quarter in 2022 largely due to the Howden acquisition and volume, while gross profit margin decreased by 580 basis points due to product mix.

Specialty Products segment SG&A expenses increased by $8.1 million during the third quarter of 2023 as compared to the same quarter in 2022 primarily driven by the second full quarter of Howden ownership.

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Specialty Products — Results of Operations for the Nine Months Ended September 30, 2023 and 2022


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	602.9		$	330.9		$	272.0	82.2	%
Gross Profit	158.9			106.2			52.7		49.6	%
Gross Profit Margin	26.4		%	32.1		%
SG&A Expenses	$	60.2		$	43.5		$	16.7	38.4	%
SG&A Expenses (% of Sales)	10.0		%	13.1		%
Operating Income	$	84.6		$	53.7		$	30.9	57.5	%
Operating Margin	14.0		%	16.2		%

Specialty Products segment sales increased by $272.0 million during the first nine months of ~~2017~~2023 as compared to the same period in ~~2016 mainly~~2022. The increase in Specialty Products sales was driven by the inclusion of the acquired Howden business in the current period and also conversion of backlog relative to hydrogen applications.

Specialty Products segment gross profit increased by $52.7 million during the first nine months of 2023 as compared to the same period in 2022 primarily due to higher ~~employee-related costs and were partially offset~~volume as a result of the Howden acquisition.

Specialty Products segment SG&A expenses increased by $16.7 million during the first nine months of 2023 as compared to the same period in 2022 primarily driven by the ~~impact~~Howden acquisition.

Repair, Service & Leasing — Results of ~~a reduction in a contingent consideration~~

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~~liability associated with a prior acquisition, which was recorded during the nine months ended September 30, 2017, and lower restructuring costs.~~

~~BioMedical~~

~~Results~~Operations for the Three Months Ended September 30, ~~2017~~2023 and ~~2016~~2022


	Three Months Ended						Current Quarter vs. Prior Year Same Quarter
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	271.3		$	49.7		$	221.6	445.9	%
Gross Profit	117.5			19.1			98.4		515.2	%
Gross Profit Margin	43.3		%	38.4		%
SG&A Expenses	$	36.8		$	3.9		$	32.9	843.6	%
SG&A Expenses (% of Sales)	13.6		%	7.8		%
Operating Income	$	42.3		$	12.0		$	30.3	252.5	%
Operating Margin	15.6		%	24.1		%

Three Months Ended Current Quarter vs.
Prior Year Quarter
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 54,662
$ 53,573
$ 1,089
2.0 %
Gross Profit 21,178
34,391
(13,213 ) (38.4 )%
Gross Profit Margin 38.7 % 64.2 %
SG&A Expenses $ 10,918
$ 12,601
$ (1,683 ) (13.4 )%
SG&A Expenses (% of Sales) 20.0 % 23.5 %
Operating Income $ 9,539
$ 20,916
$ (11,377 ) (54.4 )%
Operating Margin 17.5 % 39.0 %

For the third quarter of ~~2017, the BioMedical~~2023, Repair, Service & Leasing segment sales ~~increase was primarily driven~~increased by ~~respiratory therapy equipment applications~~$221.6 million as compared to the same quarter in ~~2016.~~2022. The increase is primarily driven by the second full quarter of Howden ownership.

During the third quarter of ~~2017, BioMedical~~2023, Repair, Service & Leasing segment gross profit ~~decreased~~increased by $98.4 million as compared to the same quarter in 2022, and gross profit margin increased by 490 basis points. The increase in gross profit and gross profit margin was driven by the Howden acquisition.

Repair, Service & Leasing segment SG&A expenses increased by $32.9 million during the third quarter of 2023 mainly due to the Howden acquisition. In connection with the acquisition the restructuring costs recorded in Repair, Service & Leasing segment SG&A expenses was $0.9 million.

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Repair, Service & Leasing — Results of Operations for the Nine Months Ended September 30, 2023 and 2022


	Nine Months Ended						Current Year-to-date vs. Prior Year-to-date Period
	September 30, 2023			September 30, 2022			Variance ($)		Variance (%)
Sales	$	688.5		$	154.4		$	534.1	345.9	%
Gross Profit	291.6			53.7			237.9		443.0	%
Gross Profit Margin	42.4		%	34.8		%
SG&A Expenses	$	87.1		$	11.5		$	75.6	657.4	%
SG&A Expenses (% of Sales)	12.7		%	7.4		%
Operating Income	$	121.0		$	32.3		$	88.7	274.6	%
Operating Margin	17.6		%	20.9		%

For the first nine months of 2023, Repair, Service & Leasing segment sales increased by $534.1 million as compared to the same period in 2022. As noted previously the increase in this segment is primarily due to the Howden acquisition reflected in the current period.

During the first nine months of 2023, Repair, Service & Leasing segment gross profit increased by $237.9 million as compared to the same period in 2022, and gross profit margin increased by 760 basis points. The increase in gross profit and gross profit margin was driven by Howden.

Repair, Service & Leasing segment SG&A expenses increased by $75.6 million during the first nine months of 2023 as compared to the same period in 2022, driven by the inclusion of the Howden acquisition in the current period and restructuring associated with the acquisition integration.

Corporate

Corporate SG&A expenses increased by $14.7 million during the third quarter of 2023 as compared to the same quarter in ~~2016. The third quarter of 2016 included the impact of an insurance recovery for breaches of representations~~2022 mainly due to higher consulting, legal and warranties related to warranty costs for certain product lines acquired from AirSep in 2012. For the three months ended September 30, 2016, this reduced BioMedical’s cost of sales by $15.1 million and added 28.3% to the margin. Excluding this impact, gross profitother professional fees. Corporate SG&A expenses increased by ~~$1.9~~$68.8 million ~~and the related margin increased 2.8 percentage points primarily due to volume and favorable mix associated with military-based respiratory therapy applications.~~

~~BioMedical segment SG&A expenses during the third quarter of 2017, decreased as compared to the same quarter~~ in 2016 primarily due to lower employee-related costs associated with the operations and engineering transition from our Buffalo BioMedical respiratory facilities to our Ball Ground, Georgia facilities along with the divestiture of our Qdrive® business.

~~Results for the Nine Months Ended September 30, 2017 and 2016~~

Nine Months Ended Current Year-to-date vs.
Prior Year-to-date Period
September 30, 2017 September 30, 2016
Variance
($)

Variance
(%)
Sales $ 166,309
$ 158,174
$ 8,135
5.1 %
Gross Profit 60,426
74,054
(13,628 ) (18.4 )%
Gross Profit Margin 36.3 % 46.8 %
SG&A Expenses $ 33,609
$ 33,288
$ 321
1.0 %
SG&A Expenses (% of Sales) 20.2 % 21.0 %
Operating Income $ 24,387
$ 38,120
$ (13,733 ) (36.0 )%
Operating Margin 14.7 % 24.1 %

~~For~~ the first nine months of ~~2017, the increase in BioMedical segment sales as~~2023 compared to the same period in 2016 was primarily driven military-based respiratory therapy equipment sales, stainless freezer sales within our life sciences applications, particularly in Asia, and an increase in projects within commercial oxygen generation systems applications.

~~During the first nine months of 2017, BioMedical segment gross profit and the related margin decreased~~2022 , as compared to the same period in 2016. The third quarter of 2016 included the impact of an insurance recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012. For the nine months ended September 30, 2016,mentioned above, this ~~reduced BioMedical’s cost of sales by $15.1 million and added 9.6% to the year-to-date margin. Excluding this impact, gross profit increased by $1.5 million mainly on increased volume.~~

~~BioMedical segment SG&A expenses, which included $2.0 million of restructuring costs during the first nine months of 2017, increased as compared to the same period in 2016~~is primarily due to ~~one-time costs related to expansion into a direct-to-consumer sales channel, regulatory,~~higher consulting, legal and ~~legal~~other professional fees. ~~Higher restructuring costs were incurred during the nine months ended~~

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September 30, 2017 to support the operations and engineering transition from our Buffalo BioMedical respiratory facilities to our Ball Ground, Georgia facilities along with the divestiture of our Qdrive® business.

~~Corporate~~

Corporate SG&A expenses increased by $10.0 million during the third quarter of 2017 as compared to the same quarter in 2016, primarily due to $7.4 million in acquisition-related costs, of which $7.3 million related to the Hudson acquisition. Corporate SG&A expenses increased by $15.1 million during the first nine months of 2017 as compared to the same period in 2016 primarily due to $8.6 million in acquisition-related costs, of which $8.1 million related to the Hudson acquisition and $4.6 million in corporate restructuring costs in the nine months ended September 30, 2017 compared to $1.1 million in the same period in 2016.

Liquidity and Capital Resources

Debt Instruments and Related Covenants

~~Convertible Notes:~~ ~~The outstanding aggregate principal amount of the Company’s Convertible Notes is $250.0 million. The Convertible Notes bear interest at a fixed rate of 2.0% per year, payable semiannually~~Our debt instruments and related covenants are described in arrears on February 1 and August 1 of each year, and will mature on August 1, 2018. The effective interest rate at issuance, under generally accepted accounting principles, was 7.9%. Upon conversion, holders of the Convertible Notes will receive cash up to the principal amount of the Convertible Notes. It is the Company’s intention to settle any excess conversion value in shares of the Company’s common stock. However, the Company may elect to settle, at its discretion, any such excess value in cash, shares of the Company’s common stock, or a combination of cash and shares. The initial conversion price of $69.03 per share represents a conversion premium of 30% over the last reported sale price of the Company’s common stock on July 28, 2011, the date of the Convertible Notes offering, which was $53.10 per share. The Convertible Notes are classified as current liabilities at September 30, 2017 as their maturity is within 12 months of the balance sheet date. At the end of the third quarter of 2017, events for early conversion were not met; and thus, the Convertible Notes were not convertible as of, and for the fiscal quarter beginning October 1, 2017. There have been no conversions as of the date of this filing. In the event that holders of Convertible Notes elect to convert, the Company expects to fund any cash settlement of any such conversion from cash balances or borrowings under its senior secured revolving credit facility.

~~Senior Secured Revolving Credit Facility:~~ The Company has a five-year $450.0 million senior secured revolving credit facility (the “SSRCF”) which matures on October 29, 2019. The SSRCF includes a $25.0 million sub-limit for the issuance of swingline loans and a $100.0 million sub-limit to be used for letters of credit. There is a foreign currency limit of $100.0 million under the SSRCF which can be used for foreign currency denominated letters of credit and borrowings in a foreign currency, in each case in currencies agreed upon with the lenders. In addition, the facility permits borrowings up to $100.0 million made by the Company’s wholly-owned subsidiaries, Chart Industries Luxembourg S.à r.l. (“Chart Luxembourg”), and Chart Asia Investment Company Limited. The SSRCF also includes an expansion option permitting the Company to add up to an aggregate $200.0 million in term loans or revolving credit commitments from its lenders. Loans under the SSRCF bear interest at LIBOR or the Adjusted Base Rate as defined in the DebtNote 9, “Debt and Credit ~~Arrangements note~~Arrangements” to our unaudited condensed consolidated financial statements included elsewhere in this report, plus a margin that varies with the Company’s leverage ratio. Significant financial covenants for the SSRCF include a minimum liquidity requirement equal to the principal amount of the Convertible Notes outstanding six months prior to the maturity date of the Convertible Notes and when holders of the Convertible Notes have the option to require the Company to repurchase the Convertible Notes, a leverage ratio and an interest ratio. On September 19, 2017, the Company entered into an amendment (“Amendment No. 2”) to its SSRCF to exclude the acquisition of Hudson from the pro forma leverage ratio requirement of the SSRCF. Concurrently with Amendment No. 2, the Company has exercised its right under the SSRCF to elect an increase in the maximum permissible leverage ratio thereunder to 3.75 for the four fiscal-quarter period ending September 30, 2018. As of September 30, 2017, there were $300.0 million borrowings outstanding under the SSRCF. The Company borrowed against this facility to fund the Hudson acquisition. The Company had $44.8 million in letters of credit and bank guarantees supported by the SSRCF, which had availability of $105.2 million, at September 30, 2017. The Company was in compliance with all covenants, including its financial covenants at September 30, 2017. The Company is currently negotiating a refinancing of the SSRCF, which is expected to close in November 2017. We anticipate that the refinanced SSRCF will extend the current SSRCF maturity to 2022 and otherwise be similar in size, structure and collateral packages to the current SSRCF, along with other changes favorable to the Company and its subsidiaries.

~~Foreign Facilities – China:~~ Chart Cryogenic Engineering Systems (Changzhou) Company Limited (“CCESC”) and Chart Biomedical (Chengdu) Co. Ltd. (“Chengdu”), wholly-owned subsidiaries of the Company, and Chart Cryogenic Distribution Equipment (Changzhou) Company Limited (“CCDEC”), a joint venture of the Company, maintain joint banking facilities (the “China Facilities”) which include a revolving facility with 50.0 million Chinese yuan (equivalent to $7.5 million) in borrowing capacity which can be utilized for either revolving loans, bonds/guarantees, or bank draft acceptances. Any borrowings made by CCESC, CCDEC or Chengdu under the China Facilities are guaranteed by the Company. At September 30, 2017, there were no

borrowings under the revolving facility, but CCESC and CCDEC had 2.6 million Chinese yuan (equivalent to $0.4 million) and 0.5 million Chinese yuan (equivalent to $0.08 million) in bank guarantees, respectively.

CCDEC maintains an unsecured credit facility whereby CCDEC may borrow up to 30.0 million Chinese yuan (equivalent to $4.5 million) for working capital purposes. At September 30, 2017 there was 15.0 million Chinese yuan (equivalent to $2.3 million) outstanding under this facility, bearing interest at 4.35%. CCDEC was negotiating new terms of this facility including a new maturity date as of the end of the third quarter of 2017.

CCESC entered into a term loan during the second quarter of 2016. The term loan is secured by certain CCESC land use rights and allows for up to 86.6 million Chinese yuan (equivalent to $13.1 million) in borrowings. The loan has a term of eight years with semi-annual installment payments of at least 10.0 million Chinese yuan and a final maturity date of May 26, 2024. At September 30, 2017, there was 56.6 million Chinese yuan (equivalent to $8.5 million) outstanding on this loan, bearing interest at 5.39%.

~~Foreign Facilities – Europe:~~ Chart Ferox, a.s. (“Ferox”), a wholly-owned subsidiary of the Company, maintains a secured credit facility with capacity of up to 125.0 million Czech koruna (equivalent to $5.7 million) and two secured credit facilities with capacity of up to 5.6 million euros (equivalent to $6.6 million). All three facilities allow Ferox to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. Under two of the facilities, Ferox must pay letter of credit and guarantee fees equal to 0.70% per annum on the face amount of each guarantee or letter of credit, and under one facility, Ferox must pay the letter of credit and guarantee fees equal to 0.50%. Ferox’s land, buildings and cash collateral secure the credit facilities. As of September 30, 2017, there were bank guarantees of 147.1 million Czech koruna (equivalent to $6.7 million) supported by the Ferox credit facilities.

~~Chart Luxembourg maintains an overdraft facility with $5.0 million in borrowing capacity. There were no borrowings under the Chart Luxembourg facility as of September 30, 2017.~~

~~Our debt and related covenants are further described in the Debt and Credit Arrangements note to our condensed consolidated financial statements included elsewhere~~Item 1, “Financial Statements” in this report.

Sources and ~~Use~~Uses of Cash

Our cash, cash equivalents, restricted cash, and restricted cash equivalents totaled ~~$124.7~~$159.9 million at September 30, ~~2017,~~2023, a decrease of ~~$157.3~~$2,445.4 million from the balance at December 31, ~~2016 primarily driven by~~2022. The December 31, 2022 cash balance was high as a result of various capital raising activities used during December 2022 in anticipation of the ~~Hudson~~closing of the Howden acquisition. Our foreign subsidiaries held cash of approximately ~~$83.3~~$137.0 million and ~~$72.9~~$66.7 million, at September 30, ~~2017,~~2023, and December 31, ~~2016,~~2022, respectively, to meet their liquidity needs. No material restrictions exist to accessing cash held by our foreign subsidiaries. We expect to meet our U.S. funding needs without repatriating non-U.S. cash and incurring incremental U.S. ~~taxes.~~taxes, although we will repatriate cash from time to time. Cash equivalents are primarily invested in money market funds that invest in high quality, short-term instruments, such as U.S. government obligations, certificates of deposit, repurchase obligations, and commercial paper issued by corporations that have been highly rated by at least one nationally recognized rating organization, and in the case of cash equivalents in China, obligations of local banks. We believe that our existing cash and cash equivalents, funds available under our ~~SSRCF,~~senior secured revolving credit facility due October 2026 or other financing alternatives, and cash provided by operations will be sufficient to ~~finance~~meet our normal working capital needs, ~~acquisitions,~~capital expenditures and investments ~~in properties, facilities, and equipment~~ for the foreseeable ~~future.~~future as well as 2024 debt service needs which include interest payments, convertible notes principal maturity, preferred shares dividends and our Term Loan B amortization. We ~~further anticipate repaying the Convertible Notes, which mature on August 1, 2018, on or before maturity~~expect to continue to pay down debt with ~~some combination of~~ cash ~~and liquid investments, availability under the SSRCF or additional financing sources.~~proceeds from recently announced divestitures.

Cash provided by operating activities was ~~$17.5~~$36.9 million for the nine months ended September 30, ~~2017,~~2023, a decrease of ~~$129.1~~$13.4 million ~~from the nine months ended September 30, 2016, primarily due~~compared to ~~lower net income and working capital increases within accounts receivable and inventory. Cash~~cash provided by operating activities ~~was $146.6~~of $50.3 million for the nine months ended September 30, ~~2016 largely~~2022

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primarily due to ~~improvements~~higher acquisition-related costs and higher interest payments as a result of debt raised in ~~working capital, including greater cash collections during~~connection with the ~~first half of 2016, and reductions in inventory, partially offset by reduced accounts payable.~~Howden Acquisition.

Cash used in investing activities was ~~$468.1~~$4,154.9 million and ~~$13.7~~$70.3 million for the nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022, respectively. During the nine months ended September 30, ~~2017,~~2023, we used ~~$419.4~~$4,322.3 million ~~of cash related to~~for the ~~Hudson acquisition, $23.2 million of cash related to the Hetsco acquisition, $3.4 million cash related to the VCT acquisition and $23.4~~Howden Acquisition, $118.0 million for capital ~~expenditures.~~expenditures and $8.8 million mainly for investments in Avina and Hylium Industries. During the nine months ended September 30, ~~2016,~~2023, we received $291.9 million in proceeds from the sale of our RootsTM business. During the nine months ended September 30, 2022, we used ~~$13.4~~approximately $25.8 million for the acquisitions of Fronti Fabrications, CSC Cryogenic Service Center 100% of a joint venture in AdEdge India and a working capital ~~expenditures.~~settlement related to our 2021 acquisition of AdEdge. We used $4.9 million for investments in Hy24 and Gold Hydrogen LLC, partially offset by $9.4 million cash received from settlement of our April 1, June 7 and July 8, 2022 cross-currency swaps.

Cash provided by financing activities was ~~$296.2 million and $8.8~~$1,678.0 million for the nine months ended September 30, ~~2017~~2023 and ~~2016, respectively.~~cash used in financing activities was $9.4 million for the nine months ended September 30, 2022. In connection with the Howden Acquisition, we borrowed incremental term loans in the aggregate principal amount of $1,534.8 million and borrowed incremental term loans in the aggregate principal amount of $250.0 million for general corporate purposes during the nine months ended September 30, 2023. During the nine months ended September 30, ~~2017,~~2023, we borrowed ~~$300.0~~$1,334.3 million on ~~our SSRCF~~revolving credit facilities and raised $11.7 million in proceeds for the issuance of common stock, primarily to fund the ~~Hudson acquisition. We also borrowed 15.0 million Chinese yuan (equivalent to $2.2 million)~~Howden Acquisition and repaid ~~35.0~~$1,234.3 million ~~Chinese yuan (equivalent to $5.1 million)~~in borrowings on our ~~China Facilities. We received $1.1 million in~~credit facilities. A portion of debt repayments was funded with the proceeds from the divestiture of RootsTM. During the nine months ended September 30, 2023 we paid $133.5 in debt issuance costs and paid $20.5 million of dividends on our mandatory convertible preferred stock, ~~option exercises and used $2.0 million for the purchase~~neither of ~~common stock~~ which ~~was surrendered to cover tax withholding elections~~occurred during the nine months ended September 30, ~~2017.~~2022. We also paid $12.2 million in dividend distributions to noncontrolling interest owners during the nine months ended September 30, 2023. During the nine months ended September 30, ~~2016,~~2022, we borrowed ~~111.6~~$503.3 million ~~Chinese yuan (equivalent to $17.0 million)~~on credit facilities and repaid ~~50.0~~$511.2 million ~~Chinese yuan (equivalent~~in borrowings on credit facilities primarily driven by debt positioning related to ~~$7.6 million) on our China Facilities.~~

~~Table~~the rate swap agreements, to pay down outstanding debt, to fund the acquisitions of ~~Contents~~

~~Accounts Receivable~~Fronti Fabrications, CSC Cryogenic Service Center, and ~~Allowance for Doubtful Accounts~~

~~Our accounts receivable, net, balance was $195.8 million at September 30, 2017 compared to $142.8 million at December 31, 2016, representing an increase~~100% of ~~$53.0 million. The Hudson acquisition added $34.7 million to our accounts receivable balance at September 30, 2017. Our accounts receivable allowance was $10.3 million at September 30, 2017~~a joint venture in AdEdge India and ~~$10.2 million at December 31, 2016. The reserve includes approximately $7.2 million attributed to receivables~~investments in ~~China in light of the economic environment~~Hy24 and ~~collection challenges in China.~~Gold Hydrogen LLC.

Cash Requirements

We do not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, ~~2017.~~2023. Management anticipates we will be able to satisfy cash requirements for our ongoing business for the foreseeable future with cash generated by operations, existing cash balances and available borrowings under our credit facilities. We may repurchase a portion of our Convertible Notes on the open market from time to time to the extent permitted by our debt covenants with available cash. To the extent that we repurchase Convertible Notes, we would expect to enter into an agreement with each of the Option Counterparties to our convertible note hedge, warrants, and capped call agreements providing for the partial unwind of such agreements in a notional amount corresponding to the aggregate principal amount of Convertible Notes that we repurchase. We expect to satisfy the minimum liquidity requirement under our SSRCF during the six months prior to the August 1, 2018 maturity of the Convertible Notes as well as the ultimate payment of the Convertible Notes with some combination of cash and liquid investments, availability under the SSRCF or additional financing sources. We expect capital expenditures for the remaining three months of 2017 to be $12.0 million to $22.0 million, which will be deployed primarily for an expansion of the brazed aluminum heat exchanger facility in La Crosse, Wisconsin, as well as cost saving improvement projects and routine maintenance across all businesses. For the remaining three months of 2017, we contemplate the use of approximately $8.0 million to $9.0 million of cash to pay U.S. and foreign income taxes.

Orders and Backlog

We consider orders to be those for which we have received a firm signed purchase order or other written contractual ~~commitment~~commitments from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments ~~received~~ from customers for which work has not been performed, or is partially completed, 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, potentially subject to the payment of certain costs and/or fees. Backlog may be negatively impacted by ability or likelihood of customers to fulfill their obligations.excludes unexercised contract options and potential orders. Our backlog as of September 30, ~~2017~~2023 was ~~$480.7~~$4,140.7 million, compared to ~~$384.4~~$2,254.1 million as of September 30, ~~2016~~2022 and ~~$367.2~~$3,964.9 million as of June 30, ~~2017. The Hudson acquisition added $90.2 million to our backlog at September 30, 2017.~~2023.

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The ~~table~~tables below ~~represents~~represent orders received and backlog by segment for the periods indicated ~~(dollar amounts~~(dollars in ~~thousands)~~millions):


	Three Months Ended
	September 30, 2023		September 30, 2022		June 30, 2023
Orders
Cryo Tank Solutions	$	155.6	$	120.2	$	155.0
Heat Transfer Systems	176.1		357.7		302.2
Specialty Products	469.1		202.9		293.2
Repair, Service & Leasing	331.2		61.7		319.7
Intersegment eliminations	(4.7)		(13.1)		(7.0)
Consolidated	$	1,127.3	$	729.4	$	1,063.1

	As of
	September 30, 2023		September 30, 2022		June 30, 2023
Backlog
Cryo Tank Solutions	$	449.4	$	355.2	$	452.7
Heat Transfer Systems	1,657.5		1,225.4		1,708.9
Specialty Products	1,460.7		666.1		1,259.6
Repair, Service & Leasing	609.7		41.6		580.7
Intersegment eliminations	(36.6)		(34.2)		(37.0)
Consolidated	$	4,140.7	$	2,254.1	$	3,964.9

Three Months Ended
September 30,
2017 September 30,
2016 June 30,
2017
Orders
Energy & Chemicals $ 65,939
$ 27,889
$ 64,630
Distribution & Storage 134,145
121,010
134,037
BioMedical 57,870
52,347
53,924
Total $ 257,954
$ 201,246
$ 252,591

As of
September 30,
2017 September 30,
2016 June 30,
2017
Backlog
Energy & Chemicals $ 234,605
$ 113,482
$ 122,749
Distribution & Storage 222,966
246,197
224,993
BioMedical 23,171
24,751
19,434
Total $ 480,742
$ 384,430
$ 367,176

~~E&C~~Cryo Tank Solutions segment orders for the three months ended September 30, ~~2017~~2023 were ~~$65.9~~a record $155.6 million compared to ~~$27.9~~$120.2 million for the three months ended September 30, ~~2016~~2022 and ~~$64.6~~$155.0 million for the three months ended June 30, ~~2017. Low energy prices continue~~2023. The increase in Cryo Tank Solutions segment orders during the three months ended September 30, 2023 when compared to

~~Table~~ the same quarter last year and prior quarter was primarily driven by higher order intake due to the second full quarter of ~~Contents~~

delay LNG-related opportunities. However, natural gas demand, from Petrochemical and LNG export projects, is driving new gas transmission pipelines creating further opportunity for Chart’s products. E&CHowden ownership. Cryo Tank Solutions segment backlog at September 30, 2023 totaled ~~$234.6~~$449.4 million compared to $355.2 million as of September 30, ~~2017, compared to $113.5 million as of September 30, 2016~~2022 and ~~$122.7~~$452.7 million as of June 30, 2017. The increase in backlog as compared to the balance as of September 30, 2016 was primarily driven by petrochemical and natural gas processing applications and inclusion of Hudson’s backlog which added $90.2 million to our backlog as of September 30, 2017. Order flow in the E&C2023.

Heat Transfer Systems segment is historically volatile due to project size and it is not unusual to see order intake change significantly year over year. Included in the E&C backlog is approximately $40 million related to the previously announced Magnolia LNG order where production release is delayed into at least late-2018.

~~D&S~~ orders for the three months ended September 30, ~~2017~~2023 were ~~$134.1~~$176.1 million compared to ~~$121.0~~$357.7 million for the three months ended September 30, ~~2016~~2022 and ~~$134.0~~$302.2 million for the three months ended June 30, ~~2017.~~2023. The ~~slight increase in D&S orders from the second quarter of 2017 was primarily attributable to a $10.4 million increase in bulk industrial gas products, partially offset by a $5.2 million~~ decrease in orders was mainly driven by a number of large orders in the three months ended September 30, 2022, including big and mid-scale LNG ~~applications~~liquefaction systems and ~~a $5.0 million decrease~~cold box projects, which has not been repeated to the same extent in ~~packaged gas industrial applications. The increase~~the three months ended September 30, 2023. This was also the primary driving factor in ~~D&S~~the decreased orders ~~during the third quarter of 2017~~ when compared to the same quarter last year was mainly attributable to U.S. and Asia bulk industrial gas applications. D&S backlog totaled $223.0 million at September 30, 2017 compared to $246.2 million as of September 30, 2016 and $225.0 million as ofthree months ended June 30, ~~2017.~~

~~BioMedical~~2023. Excluding big LNG, HTS orders for the three months ended September 30, ~~2017~~2023 increased compared to three months ended September 30, 2022.

Heat Transfer Systems segment backlog at September 30, 2023 totaled a record $1,657.5 million, as compared to $1,225.4 million and $1,708.9 million as of September 30, 2022 and June 30, 2023, respectively. The increase compared to the same period in 2022 is driven by a big LNG award, multiple small, mid-size and large projects, along with the inclusion of Howden.

Specialty Products segment orders for the three months ended September 30, 2023 were ~~$57.9~~a record $469.1 million compared to ~~$52.3~~$202.9 million for the three months ended September 30, ~~2016~~2022 and ~~$53.9~~$293.2 million for the three months ended June 30, 2017. The increase from the second quarter of 2017 in BioMedical orders was mainly attributable to the addition of projects within commercial oxygen generations systems applications and an increase in orders within respiratory therapy applications, especially in Europe and North America.2023. The increase in ~~BioMedical~~Specialty Products segment orders during the three months ended September 30, ~~2017 when~~2023 is driven by the second full quarter of Howden ownership and strong synergy orders in hydrogen and carbon capture. The increased in Specialty Products segment orders during the three months ended September 30, 2023 compared to the ~~same quarter last year was~~three months ended June 30, 2023 is mainly ~~attributable~~due to the ~~addition of projects within commercial oxygen generations systems applications. BioMedical~~hydrogen and helium segment. Specialty Products segment backlog ~~at September 30, 2017~~ totaled ~~$23.2 million compared to $24.8~~a record $1,460.7 million as of September 30, ~~2016~~2023, compared to $666.1 million as of September 30, 2022 and ~~$19.4~~$1,259.6 million as of June 30, ~~2017.~~2023.

Repair, Service & Leasing segment orders for the three months ended September 30, 2023 were $331.2 million compared to $61.7 million for the three months ended September 30, 2022 and $319.7 million for the three months ended June 30, 2023. The increase in orders was mainly driven by the second full period of Howden ownership. Repair, Service & Leasing segment backlog totaled a record $609.7 million as of September 30, 2023, compared to $41.6 million as of September 30, 2022 and $580.7 million as of June 30, 2023.

~~Off-Balance Sheet Arrangements~~

~~We do not have any material off-balance sheet arrangements.~~

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Application of Critical Accounting Policies

~~The Company’s~~Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. As such, some accounting policies have a significant impact on amounts reported in these unaudited condensed consolidated financial statements. A summary of those significant accounting policies can be found in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022. In particular, judgment is used in areas such as revenue ~~recognition for long-term~~from contracts with customers, goodwill, indefinite-lived intangibles, long-lived assets (including finite-lived intangible assets), product warranty costs, and pensions. There have been no significant changes to our critical accounting policies since December 31, ~~2016.~~2022.

Forward-Looking Statements

~~The Company is~~We are making this statement in order to satisfy the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995. This Quarterly Report on Form 10-Q includes “forward-looking statements.” These forward-looking statements include statements relating to our ~~business.~~business, including statements regarding completed and pending acquisitions and investments and related accretion or statements with respect to the use of proceeds or redeployment of capital from recent or planned divestitures, as well as statements regarding our 2023 sales outlook, revenues, cost and commercial synergies and efficiency savings, objectives, future orders, margins, segment sales mix, earnings or performance, liquidity and cash flow, inventory levels, capital expenditures, supply chain challenges, inflationary pressures including materials costs and pricing increases, business trends, clean energy market opportunities including addressable market and projected industry-wide investments, carbon and GHG emission targets, governmental initiatives, including executive orders and other information that is not historical in nature. In some cases, forward-looking statements may be identified by terminology such as “may,” “will”, “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” ~~“continue,~~“outlook,” “guidance,” “target,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations, liquidity, cash flow, orders, results of operations, projected revenues, margins, capital expenditures, industry and business, trends, clean energy and other new market or expansion opportunities, cost and commercial synergies and savings objectives, and government initiatives 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 forward-looking statements. ~~We believe that~~

These include: the ~~following~~other factors ~~among others (including those described under~~discussed in Item 1A. “Risk Factors” and the factors discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, ~~2016), could affect our future performance and~~2022, which should be reviewed carefully; risks relating to regional conflicts including 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 loss of, or a significant reduction or delay in purchases by, our largest customers;~~

~~our ability to control our costs and successfully manage our operations;~~

~~fluctuations in energy prices;~~

~~competition in our markets;~~

~~the potential for negative developments~~current turmoil in the ~~natural gas industry related~~Middle East and between Russia and Ukraine; risks relating to ~~hydraulic fracturing;~~

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~~the impairment of our goodwill or other intangible assets;~~

~~degradation of our backlog as a result of modification or termination of orders;~~

~~our~~derivative instruments and hedging programs; Chart’s ability to successfully ~~acquire or~~ integrate ~~companies, such as~~recent acquisitions, and achieve the ~~recent acquisition of Hudson, that provide complementary products or technologies;~~

~~governmental energy policies could change, or expected changes could fail to materialize;~~

~~our~~anticipated revenue, earnings, accretion and other benefits from these acquisitions; the Company’s ability to ~~manage our fixed-price contract exposure;~~

~~economic downturns~~successfully close on its identified divestitures and ~~deteriorating financial conditions;~~

~~our reliance on~~achieve the ~~availability of key supplies and services;~~

~~changes in government health care regulations and reimbursement policies;~~

~~litigation and disputes involving us, including the extent of product liability, warranty, contract, employment, intellectual property and environmental claims asserted against us;~~

~~fluctuations in foreign currency exchange rates and interest rates;~~

~~the loss of key employees;~~

~~general economic, political, business~~anticipated proceeds from these divestitures; slower than anticipated growth and market ~~risks associated with our global operations,~~acceptance of new clean energy product offerings; inability to achieve expected pricing increases or continued supply chain challenges including ~~collection issues related to receivables~~volatility in ~~China;~~

~~our warranty reserves~~raw materials cost and supply; estimated segment revenues, future revenue, earnings, cash flows and margin targets and run rates. These factors should not be construed as exhaustive and there may ~~not adequately cover our warranty obligations;~~

~~technological security threats and our reliance on information systems;~~

~~financial distress of third parties;~~

~~our ability to protect our intellectual property and know-how;~~

~~United States Food and Drug Administration and comparable foreign regulation of our products;~~

~~the pricing and availability of raw materials;~~

~~claims that our products or processes infringe intellectual property rights of others;~~

~~the cost of compliance with environmental, health, and safety laws and responding to potential liabilities under these laws;~~

~~additional liabilities related to taxes;~~

~~our ability to continue our technical innovation in our product lines;~~

~~the underfunded status of our pension plan;~~

~~the risk of potential violations of the Foreign Corrupt Practices Act;~~

~~increased government regulation;~~

~~labor costs and disputes and the deterioration of our relations with our employees;~~

~~disruptions in our operations due to severe weather;~~

~~regulations governing the export of our products and other regulations applicable to us as a supplier of products to the U.S. government;~~

~~fluctuations or adjustments in the Company’s effective tax rate;~~

~~risks associated with our indebtedness, leverage and liquidity;~~

~~fluctuations in the price of our stock;~~

potential dilution to existing holders of our common stock as a result of the conversion of our Convertible Notes, and the need to utilize our cash balances and/or credit facility to fund any cash settlement related to such conversions; and

~~other factors described herein.~~

~~There may~~also be other ~~factors~~risks that ~~may cause our actual results~~we are unable to ~~differ materially from the forward-looking statements.~~predict at this time.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2022, as the same may be updated from time to time. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the filing date of this document or to reflect the occurrence of unanticipated ~~events.~~events, except as otherwise required by law.

38Item 3.Quantitative and Qualitative Disclosures About Market Risk

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~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~

In the normal course of business, ~~the Company’s~~our operations are exposed to fluctuations in interest rates and foreign currency values that can affect the cost of operating and financing. Accordingly, ~~the Company addresses~~we address a portion of these risks through a program of risk management.

Interest Rate Risk: ~~The Company’s~~Our primary interest rate risk exposure results from ~~the SSRCF’s~~ various floating rate pricing ~~mechanisms.~~mechanisms contained in our senior secured revolving credit facility due October 2026 and from our term loan. If interest rates were to increase ~~200~~100 basis points (2(1 percent) from the weighted-average interest rate for our senior secured revolving credit facility due 2026 of ~~4.00%~~7.0% at September 30, ~~2017,~~2023, and assuming no changes in the ~~$300.0~~$203.8 million of borrowings outstanding under the ~~SSRCF~~senior secured revolving credit facility due October 2026 at September 30, ~~2017,~~2023, our additional annual expense would be approximately ~~$6.0~~$2.0 million on a pre-tax basis. If interest rates were to increase 100 basis points (1 percent) from the interest

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rate for our term loan of 9.2% at September 30, 2023, and assuming no changes in the $1,776.5 million of borrowings outstanding under the term loan at September 30, 2023, our additional annual expense would be approximately $17.8 million on a pre-tax basis.

Foreign Currency Exchange Rate Risk:~~The Company operates~~ We operate in the United States ~~Asia, Australia, Europe, Mexico~~ and ~~South America, creating~~other foreign countries, which creates exposure to foreign currency exchange fluctuations in the normal course of business, which can impact our financial position, results of operations, cash flow, and competitive position. The financial statements of foreign subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive ~~(loss)~~ income as reported in the unaudited condensed consolidated statements of operations and comprehensive ~~income.~~income (loss). Translation exposure is primarily with the euro, the Czech koruna, the Chinese yuan, the South African Rand, the British Pound and the J~~apanese yen.~~Indian rupee. During the third quarter of ~~2017,~~2023, the ~~euro and Chinese yuan~~U.S. dollar strengthened in relation to the ~~U.S. dollar~~Czech koruna by 5%, British Pound by 3% and ~~2%, respectively, while~~ the ~~Japanese yen remained relatively unchanged versus~~euro by 3%. There was no notable movement between the U.S. ~~dollar.~~dollar and the Indian rupee, Chinese yuan or South African Rand. At September 30, ~~2017,~~2023, a hypothetical ~~further~~ 10% ~~weakening~~strengthening of the U.S. dollar would not materially affect ~~the Company’s~~our financial statements.

EUR Revolver Borrowings: Additionally, assuming no changes in the euro $88.5 million in EUR Revolver Borrowings outstanding under the senior secured revolving credit facility due October 2026 and an additional 100 basis points (1 percent) strengthening in the U.S dollar in relation to the euro as of the beginning of 2023, during the three months ended September 30, 2023, our additional unrealized foreign currency gain would be approximately $0.9 million on a pre-tax basis.

Transaction Gains and Losses:Chart’s primary transaction exchange rate exposures are with the euro, the ~~Japanese yen,~~Chinese yuan, the Czech koruna, the Indian rupee, the Australian dollar, the British pound, the Canadian dollar, the Japanese yen and the ~~Chinese yuan.~~South African rand. Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss) as a component of foreign currency ~~loss. The Company enters~~gain.

Derivative Instruments: We enter into foreign ~~exchange forward~~currency contracts not designated as hedging instruments to ~~hedge~~mitigate foreign currency risk for anticipated and firmly committed foreign currency transactions. ~~Chart does~~At September 30, 2023, a hypothetical 10% weakening of the U.S. dollar would not materially affect these outstanding foreign currency contracts. We enter into a combination of cross-currency swaps and foreign exchange collars as a net investment hedge of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. As disclosed in Note 9, “Debt and Credit Arrangements,” we purchased an out-of-the-money protective call while writing a put option with a strike price at which the premium received is equal to the premium of the protective call purchased, which involved no initial capital outlay. The call was structured with a strike price higher than our cost basis in such investments, thereby limiting any foreign exchange losses to approximately $11.4 million on a pre-tax basis. We do not use derivative financial instruments for speculative or trading purposes. The terms of the contracts are generally one ~~year or less. At September 30, 2017, a hypothetical 10% weakening of the U.S. dollar would not materially affect the Company’s outstanding foreign exchange forward contracts.~~to three years.

Market Price Sensitive Instruments

In connection with the ~~issuance~~pricing of the 1.00% Convertible Senior Subordinated Notes ~~the Company~~due November 2024 (the “2024 Notes”), we entered into privately-negotiated convertible note hedge ~~and capped call~~ transactions (the “Note Hedge Transactions”) with certain parties, including affiliates of ~~certain~~the initial purchasers of the ~~underwriters~~2024 Notes (the “Option Counterparties”). The convertible note hedge and capped call transactions relate to, collectively, 3.6 million shares, which represents the number of shares of the Company’s common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. These ~~convertible note hedge and capped call transactions~~Note Hedge Transactions are expected to reduce the potential dilution ~~with respect to the Company’s common stock~~ upon any future conversion of the Convertible Notes and/or reduce the Company’s exposure to potential cash or stock payments that may be required upon conversion of the Convertible Notes, except, in the case of the capped call transactions, to the extent that the market price per share of the Company’s common stock exceeds the cap price of the capped call transactions.2024 Notes.

~~The Company~~We also entered into separate, privately-negotiated warrant transactions with the Option Counterparties ~~initially relating~~ to ~~the number of~~acquire up to 4.41 million shares of ~~the Company’s~~our common ~~stock underlying the convertible note hedge transactions, subject to customary anti-dilution adjustments.~~stock. The warrant transactions will have a dilutive effect with respect to ~~the Company’s~~our common stock to the extent that the price per share of ~~the Company’s~~our common stock exceeds the strike price of the warrants unless ~~the Company elects,~~we elect, subject to certain conditions, to settle the warrants in cash. The ~~cap price of the capped call transactions and the~~ strike price of the warrant transactions related to the 2024 Notes was initially ~~$84.96~~$71.775 per share. Further information is located in ~~the Debt~~Note 9, “Debt and Credit ~~Arrangements note~~Arrangements” to ~~the Company’s~~our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.


~~Item 4.~~	~~Controls and Procedures~~

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~As of September 30, 2017,~~We performed an evaluation, ~~was performed,~~ under the supervision and with the participation of ~~the Company’s~~our management, including ~~the Company’s~~our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ~~the Company’s~~our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). as of September 30, 2023. Based upon that evaluation, ~~such officers~~our Chief Executive Officer and Chief Financial Officer have concluded that ~~the Company’s~~

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as of September 30, 2023, our disclosure controls and procedures ~~are~~were effective to ensure that information required to be disclosed by ~~the Company~~us in the reports ~~it files~~we file or ~~submits~~submit 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~~our management

~~Table of Contents~~

including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in ~~the Company’s~~our internal control over financial reporting that occurred during ~~the Company’s~~our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting except that on September 20, 2017 the Company acquired RCHPH Holdings, Inc. (“Hudson”). As a result, the Company is currently integrating Hudson’s operations into its overall system of internal control over financial reporting. Under the guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of acquisition. Accordingly, we expect to exclude Hudson from the assessment of internal control over financial reporting for 2017.

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PART II. OTHER INFORMATION


~~Item 1A.~~	~~Risk Factors~~

Item 1. Legal Proceedings

We are occasionally subject to various other legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal 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, management believes that the final resolution of these matters 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.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A. “Risk Factors,” of ~~the Company’s~~our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2016.~~2022.


~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Issuer Purchases of Equity Securities
Period Total
Number
of
Shares
Purchased Average Price
Paid Per
Share Total Number of
Shares Purchased
As Part of Publicly
Announced Plans
or Programs Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs
July 1 – 31, 2017 478
$ 37.11
—
$ —
August 1 – 31, 2017 2,125
33.73
—
—
September 1 – 30, 2017 252
35.54
—
—
Total 2,855
$ 34.46
—
$ —
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~During~~


	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (1)		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - 31, 2023	34	$	167.71	—	$	—
August 1 - 31, 2023	90	164.94		—	—
September 1 - 30, 2023	1,393	174.51		—	—
Total	1,517	173.79		—	$	—

_______________

(1)Includes shares of common stock surrendered to us during the third quarter of ~~2017, 2,855 shares of common stock were surrendered to us~~2023 by participants under our share-based compensation plans to satisfy tax withholding obligations relating to the vesting or payment of equity awards for an aggregate purchase price of approximately ~~$98,371.~~$263,639. The total number of shares repurchased represents the net shares issued to satisfy tax ~~withholdings.~~withholding. All such repurchased shares were subsequently retired during the three months ended September 30, ~~2017.~~2023.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 6.Exhibits


~~Item 6.~~	~~Exhibits~~

The following exhibits are included with this report:

~~2.1~~

Amendment No. 1, dated September 19, 2017, to Agreement and Plan of Merger, among Chart Industries, Inc., Chart Sully Corporation, RCHPH Holdings, Inc., and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement, dated as of June 30, 2017 (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-k filed with the SEC on September 21, 2017 (File No. 001-11442))

31.1 Rule 13a-14(a) Certification of the Company’s Chief Executive Officer and President (Principal Executive Officer). (x)

31.2 Rule 13a-14(a) Certification of the Company's Vice President and Chief Financial Officer (Principal Financial Officer). (x)

32.1 Section 1350 Certification of the Company’s Chief Executive Officer and President (Principal Executive Officer). (xx)

32.2 Section 1350 Certification of the Company's Vice President and Chief Financial Officer (Principal Financial Officer). (xx)

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


~~10.1~~	Amendment No. 2 to Employment Agreement, dated September 8, 2017, between the Company and Mary C. Cook (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2017 (File No. 001-11442)).*

~~10.2~~

Amendment No. 2, dated September 19, 2017, to the Second Amended and Restated Credit Agreement, dated October 29, 2014, among Chart Industries, Inc., Chart Industries Luxembourg S.à r.l., Chart Asia Investment Company, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2017 (File No. 001-11442)).


~~31.1~~	~~Rule 13a-14(a) Certification of Chief Executive Officer.~~ ~~(x)~~


~~31.2~~	~~Rule 13a-14(a) Certification of Chief Financial Officer.~~ ~~(x)~~


~~32.1~~	~~Section 1350 Certification of Chief Executive Officer.~~ ~~(xx)~~


~~32.2~~	~~Section 1350 Certification of Chief Financial Officer.~~ ~~(xx)~~


~~101.INS~~	~~XBRL Instance Document (x)~~


~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document (x)~~


~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document (x)~~


~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document (x)~~


~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document (x)~~


~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document (x)~~

_______________


~~(x)~~	(x) Filed herewith.


~~(xx)~~	~~Furnished herewith.~~


*	~~Management contract or compensatory plan or arrangement.~~

(xx) Furnished herewith.

* The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements 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.
(Registrant)


Date:	October 27, 2023	By:	/s/ Jillian C. Evanko
			Jillian C. Evanko
			Chief Executive Officer, President and a Director
			(Principal Executive Officer)

Date:	October ~~26, 2017~~27, 2023	By:	/s/ ~~Jillian C. Evanko~~Joseph R. Brinkman
			~~Jillian C. Evanko~~Joseph R. Brinkman
			Vice President and Chief Financial Officer ~~Chief Accounting Officer and Treasurer~~
			(Principal Financial Officer)
	~~(Duly Authorized Officer)~~

4374



Delaware									34-1712937
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~ incorporation or ~~Organization)~~ organization)									(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	GTLS	New York Stock Exchange
Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01	GTLS.PRB	New York Stock Exchange




Part I. Financial Information

Item 1. Financial Statements			Page

Condensed Consolidated Balance Sheets ~~as of September 30, 2017 and December 31, 2016~~			3

Condensed Consolidated Statements of Operations and Comprehensive Income ~~for the Three and Nine Months Ended September 30, 2017 and 2016~~(Loss)			45

Condensed Consolidated Statements of Cash Flows ~~for the Nine Months Ended September 30, 2017 and 2016~~			57

Condensed Consolidated Statements of Equity			9

Notes to the Unaudited Condensed Consolidated Financial Statements			612

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2653

Item 3. Quantitative and Qualitative Disclosures About Market Risk			3969

Item 4. Controls and Procedures			3970

Part II. Other Information

Item 1. Legal Proceedings			72

Item 1A. Risk Factors			4172

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4172

Item 4. Mine Safety Disclosures			4172

Item 6. Exhibits			4273

Signatures			4374


	September 30, 2023		December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	147.1	$	663.6
Restricted cash	12.8		1,941.7
Accounts receivable, less allowances of $5.8 and $4.5, respectively	743.7		278.4
Inventories, net	613.3		357.9
Unbilled contract revenue	439.1		133.7
Prepaid expenses	98.5		37.5
Insurance receivable	—		234.4
Other current assets	124.5		43.7
Assets held for sale	76.8		—
Total Current Assets	2,255.8		3,690.9
Property, plant, and equipment, net	807.6		430.0
Goodwill	2,809.3		992.0
Identifiable intangible assets, net	2,812.2		535.3
Equity method investments	119.0		93.0
Investments in equity securities	90.6		96.5
Other assets	125.7		64.2

TOTAL ASSETS	$	9,020.2	$	5,901.9

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	721.7	$	211.1
Customer advances and billings in excess of contract revenue	452.1		170.6
Accrued salaries, wages, and benefits	86.5		31.5
Accrued income taxes	49.9		3.5
Current portion of warranty reserve	29.8		4.1

Current portion of long-term debt	277.1		256.9
Operating lease liabilities, current	16.4		5.4
Accrued legal settlement	—		305.6
Other current liabilities	153.6		92.9
Liabilities held for sale	15.7		—
Total Current Liabilities	1,802.8		1,081.6
Long-term debt	3,799.9		2,039.8
Long-term deferred tax liabilities	565.3		46.1
Accrued pension liabilities	6.4		0.9
Operating lease liabilities, non-current	50.0		15.6
Other long-term liabilities	38.3		33.6
Total Liabilities	6,262.7		3,217.6



	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	124,658		$	281,959
Accounts receivable, less allowances of $10,349 and $10,217	195,785			142,762
Inventories, net	213,590			169,683
Unbilled contract revenue	41,378			26,736
Prepaid expenses	15,982			16,762
Other current assets	30,808			15,075
Total Current Assets	622,201			652,977
Property, plant, and equipment, net	293,145			251,049
Goodwill	457,481			217,970
Identifiable intangible assets, net	298,878			93,443
Other assets	21,318			17,643
TOTAL ASSETS	$	1,693,023		$	1,233,082
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	109,939		$	79,953
Customer advances and billings in excess of contract revenue	100,696			74,702
Accrued salaries, wages, and benefits	45,237			41,746
Current portion of warranty reserve	13,151			15,293
Short-term debt and current portion of long-term debt	244,330			6,487
Other current liabilities	37,102			43,353
Total Current Liabilities	550,455			261,534
Long-term debt	304,012			233,711
Long-term deferred tax liabilities	74,136			4,241
Long-term portion of warranty reserve	2,504			2,978
Accrued pension liabilities	10,896			14,362
Other long-term liabilities	18,612			17,579
Total Liabilities	960,615			534,405

Equity
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 30,767,789 and 30,613,166 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	308			306
Additional paid-in capital	404,502			395,843
Retained earnings	337,709			336,328
Accumulated other comprehensive loss	(12,712		)	(35,212		)
Total Chart Industries, Inc. Shareholders’ Equity	729,807			697,265
Noncontrolling interests	2,601			1,412
Total Equity	732,408			698,677
TOTAL LIABILITIES AND EQUITY	$	1,693,023		$	1,233,082



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
Sales	$	240,531	$	203,930		$	682,839	$	644,782
Cost of sales	170,129		134,307			493,562		435,507
Gross profit	70,402		69,623			189,277		209,275
Selling, general, and administrative expenses	56,714		45,430			159,346		143,862
Amortization expense	3,240		2,912			9,301		9,156
Asset impairments	—		1,217			—		1,217
Operating expenses	59,954		49,559			168,647		154,235
Operating income	10,448		20,064			20,630		55,040
Other expenses:
Interest expense, net	4,828		4,291			13,045		12,556
Financing costs amortization	321		321			963		963
Foreign currency loss	1,286		4			1,790		117
Other expenses, net	6,435		4,616			15,798		13,636
Income before income taxes	4,013		15,448			4,832		41,404
Income tax expense	1,907		1,764			2,346		12,829
Net income	2,106		13,684			2,486		28,575
Less: Income (loss) attributable to noncontrolling interests, net of taxes	596		(1,341		)	1,105		(2,952		)
Net income attributable to Chart Industries, Inc.	$	1,510	$	15,025		$	1,381	$	31,527
Net income attributable to Chart Industries, Inc. per common share:
Basic	$	0.05	$	0.49		$	0.04	$	1.03
Diluted	$	0.05	$	0.48		$	0.04	$	1.02
Weighted-average number of common shares outstanding:
Basic	30,755		30,585			30,726		30,578
Diluted	31,311		31,064			31,288		30,940

Comprehensive income, net of taxes	$	10,331	$	13,932		$	25,070	$	29,235
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of taxes	641		(1,364		)	1,189		(3,069		)
Comprehensive income attributable to Chart Industries, Inc., net of taxes	$	9,690	$	15,296		$	23,881	$	32,304


Proceeds from exercise of stock options	0.9		1.9
Common stock repurchases from share-based compensation plans	(3.0)		(3.4)

Dividend distribution to noncontrolling interest	(12.2)		—
Dividends paid on mandatory convertible preferred stock	(20.5)		��
Net Cash Provided By (Used In) Financing Activities	1,678.0		(9.4)
Effect of exchange rate changes on cash and cash equivalents	(0.4)		(3.5)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents including cash classified within current assets held for sale	(2,440.4)		(32.9)
Less: net increase in cash classified within current assets held for sale	(5.0)		—
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(2,445.4)		(32.9)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	2,605.3		122.4
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD (1) (2)	$	159.9	$	89.5


(2)The condensed consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations. See Note 2, “Discontinued Operations and Other Businesses Sold or to be Sold” for additional information on the divestiture of the RootsTM business. ⁽¹⁾	~~Refer to the Debt and Credit Arrangements and Business Combinations notes for further information regarding restricted cash and restricted cash equivalents balances.~~


	Common Stock			Preferred Stock			Additional Paid-in Capital						Accumulated Other Comprehensive Loss		Non-controlling Interests
	Shares Outstanding	Amount		Shares Outstanding	Amount				Treasury Stock		Retained Earnings						Total Equity
Balance at December 31, 2022	42.56	$	0.4	0.40	$	—	$	1,850.2	$	(19.3)	$	902.2	$	(58.0)	$	8.8	$	2,684.3
Net (loss) income	—	—		—	—		—		—		(15.0)		—		0.7		(14.3)

Other comprehensive income	—	—		—	—		—		—		—		4.0		—		4.0
Common stock issuance, net of equity issuance costs	0.11	—		—	—		11.7		—		—		—		—		11.7
Share-based compensation expense	—	—		—	—		4.0		—		—		—		—		4.0
Common stock issued from share-based compensation plans	0.08	—		—	—		0.1		—		—		—		—		0.1

Common stock repurchases from share-based compensation plans	(0.02)	—		—	—		(2.6)		—		—		—		—		(2.6)
Preferred stock dividend	—	—		—	—		—		—		(6.9)		—		—		(6.9)

Purchase of noncontrolling interest	—	—		—	—		—		—		—		—		26.5		26.5
Other	—	—		—	—		—		—		(0.2)		0.1		0.2		0.1
Balance at March 31, 2023	42.73	0.4		0.40	—		1,863.4		(19.3)		880.1		(53.9)		36.2		2,706.9
Net income	—	—		—	—		—		—		9.1		—		3.0		12.1
Other comprehensive (loss) income	—	—		—	—		—		—		—		(1.5)		(0.6)		(2.1)
Share-based compensation expense	—	—		—	—		2.6		—		—		—		—		2.6
Common stock issued from share-based compensation plans	—	—		—	—		0.1		—		—		—		—		0.1
Common stock repurchases from share-based compensation plans	—	—		—	—		(0.1)		—		—		—		—		(0.1)
Preferred stock dividend		—		—	—		—		—		(6.8)		—		—		(6.8)
Dividend distribution to noncontrolling interest	—	—		—	—		—		—		—		—		(8.4)		(8.4)
Purchase of noncontrolling interest	—	—		—	—		—		—		—		—		102.8		102.8
Other	—	—		—	—		—		—		0.1		—		—		0.1
Balance at June 30, 2023	42.73	$	0.4	0.40	$	—	$	1,866.0	$	(19.3)	$	882.5	$	(55.4)	$	133.0	$	2,807.2
Net income	—	—		—	—		—		—		3.4		—		2.3		5.7
Other comprehensive (loss) income	—	—		—	—		—		—		—		(47.9)		0.1		(47.8)
Share-based compensation expense	—	—		—	—		2.6		—		—		—		—		2.6


Common stock issued from share-based compensation plans	0.02	—		—	—		0.7		—		—		—		—		0.7

Common stock repurchases from share-based compensation plans	—	—		—	—		(0.3)		—		—		—		—		(0.3)
Preferred stock dividend	—	—		—	—		—		—		(6.8)		—		—		(6.8)
Dividend distribution to noncontrolling interest	—	—		—	—		—		—		—		—		(3.8)		(3.8)

Balance at September 30, 2023	42.75	$	0.4	0.40	$	—	$	1,869.0	$	(19.3)	$	879.1	$	(103.3)	$	131.6	$	2,757.5


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023 (1)
Sales	$	17.5	$	58.8
Cost of sales	15.4		41.4
Gross profit	2.1		17.4
Selling, general, and administrative expenses	2.1		6.9



Operating income	—		10.5
Other expenses:

Interest expense, net	3.0		8.9




Foreign currency loss	—		0.1
Other expense, net	3.0		9.0
(Loss) income before income taxes	(3.0)		1.5
Income tax expense	0.5		1.6
Loss from discontinued operations before gain on sale of business	(3.5)		(0.1)
Gain on sale of business, net of $7.5 taxes (2)	(2.5)		(2.5)
Total loss from discontinued operations, net of tax	$	(6.0)	$	(2.6)


Net cash provided by (used in):	Nine Months Ended September 30, 2023
Operating activities	$	3.9
Investing activities	(2.6)
Net cash provided by discontinued operations	$	1.3


	September 30, 2023		December 31, 2022
Contract assets
Accounts receivable, net of allowances	$	743.7	$	278.4
Unbilled contract revenue	439.1		133.7

Contract liabilities
Customer advances and billings in excess of contract revenue	$	452.1	$	170.6
Long-term deferred revenue	0.1		0.3


~~Item 1.~~	~~Financial Statements~~


		September 30, 2017					December 31, 2016							September 30, 2023				December 31, 2022
	Weighted-average Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization				Estimated Useful Lives	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Finite-lived intangible assets:												Finite-lived intangible assets:
Customer relationships	12 years	$	233,208	$	(83,596	)	$	119,320	$	(81,614	)	Customer relationships	4 to 18 years	$	1,807.3	$	(156.8)	$	311.5	$	(104.6)
Unpatented technology	12 years	27,686		(3,836		)	8,186		(3,132		)
Technology												Technology	5 to 18 years	493.5		(68.1)		202.5		(44.8)
Patents, backlog and other												Patents, backlog and other	2 to 10 years	138.1		(2.0)		6.8		(2.0)
Trademarks and trade names												Trademarks and trade names	5 to 23 years	2.5		(1.8)		2.5		(1.7)
Land use rights	50 years	13,222		(1,097		)	12,650		(860		)	Land use rights	50 years	10.1		(24.8)		10.4		(1.7)
Trademarks and trade names	14 years	5,517		(2,767		)	4,918		(2,198		)
Patents and other	6 years	2,878		(502		)	1,235		(695		)
Total finite-lived intangible assets	14 years	$	282,511	$	(91,798	)	$	146,309	$	(88,499	)	Total finite-lived intangible assets		2,451.5		(253.5)		533.7		(154.8)
Indefinite-lived intangible assets:												Indefinite-lived intangible assets:
Trademarks and trade names		$	108,165	—			$	35,633	—
Trademarks and trade names (2)												Trademarks and trade names (2)		614.2		—		156.4		—
Total intangible assets		$	390,676	$	(91,798	)	$	181,942	$	(88,499	)	Total intangible assets		$	3,065.7	$	(253.5)	$	690.1	$	(154.8)


Lease Assets and Liabilities	September 30, 2023		December 31, 2022
Assets
Operating lease, net	$	66.4	$	21.1
Finance lease, net	7.9		3.0
Total lease assets	$	74.3	$	24.1

Liabilities
Current:
Operating lease liabilities	$	16.4	$	5.4
Finance lease liabilities	1.6		1.7
Non-current:
Operating lease liabilities	50.0		15.6
Finance lease liabilities	8.5		1.5
Total lease liabilities	$	76.5	$	24.2

Weighted-average remaining lease terms
Operating leases	5.1 years
Finance leases	6.1 years
Weighted-average discount rate
Operating leases	6.6%
Finance leases	6.7%


	Finance		Operating
2023	$	1.1	$	5.0
2024	2.5		19.7
2025	1.4		15.6
2026	1.2		10.8
2027	1.1		7.0
Thereafter (1)	5.9		19.8
Total future minimum lease payments	$	13.2	$	77.9
Less: Present value discount	(3.1)		(11.5)
Lease Liability	$	10.1	$	66.4


2023	$	3.9
2024	18.6
2025	19.0
2026	16.0
2027	9.6
Thereafter	25.0
Total	92.1


Less: unearned income	19.7
Total	$	72.4


	September 30, 2023		December 31, 2022
Equipment leased to others, cost	$	20.5	$	17.3
Less: accumulated depreciation	4.3		3.1
Equipment leased to others, net	$	16.2	$	14.2



	Energy & Chemicals		Distribution & Storage		BioMedical			Total
Balance at December 31, 2016	$	27,873	$	165,520	$	24,577		$	217,970
Foreign currency translation adjustments and other	—		2,214		(104		)	2,110
Goodwill acquired during the year	236,246		1,155		—			237,401
Balance at September 30, 2017	$	264,119	$	168,889	$	24,473		$	457,481

Accumulated goodwill impairment loss at September 30, 2017 and December 31, 2016	$	64,603	$	—	$	131,243		$	195,846


⁽¹⁾	~~Amounts include the impact of foreign currency translation. Fully amortized amounts are written off.~~


⁽²⁾	~~The Company amortizes certain identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from one to 50 years.~~



For the Year Ending December 31,
2017	$	15,700
2018	24,400
2019	24,100
2020	22,200
2021	16,100


For the Year Ending December 31,
2023	$	51.5
2024	204.0
2025	201.9
2026	163.0
2027	150.6



	September 30, 2017		December 31, 2016
Current	$	481	$	446
Long-term	8,378		8,153
Total government grants	$	8,859	$	8,599


	Equity Method Investments(1) (2) (3)
Balance at December 31, 2022	$	93.0
New investments (4)	25.5


Equity in earnings of unconsolidated affiliates	2.4
Dividend received from equity method investment	(1.7)
Foreign currency translation adjustments and other	(0.2)

Balance at September 30, 2023	$	119.0


	Investment in Equity Securities, Level 1 (1)		Investment in Equity Securities, Level 2 (1)		Investments in Equity Securities, All Others (2)		Investments Total
Balance at December 31, 2022	$	17.2	$	7.8	$	71.5	$	96.5
New investments (3)	—		—		6.0		6.0
Decrease in fair value of investments in equity securities	(10.2)		(1.6)		—		(11.8)



Foreign currency translation adjustments and other	—		—		(0.1)		(0.1)
Balance at September 30, 2023	$	7.0	$	6.2	$	77.4	$	90.6



	September 30, 2017			December 31, 2016
Convertible notes, due August 2018, effective interest rate of 7.9%	$	238,142		$	228,115
Senior secured revolving credit facility, due October 2019, effective interest rate of 4.0%	300,000			—
Foreign facilities	10,792			13,208
Total debt	548,934			241,323
Unamortized debt issuance costs	(592		)	(1,125		)
Total debt, net of unamortized debt issuance costs	548,342			240,198
Less: current maturities ⁽¹⁾	(244,330		)	(6,487		)
Long-term debt	$	304,012		$	233,711


	September 30, 2023		December 31, 2022
Senior secured and senior unsecured notes:
Principal amount, senior secured notes due 2030 (1)	$	1,460.0	$	1,460.0
Principal amount, senior unsecured notes due 2031 (1)	510.0		510.0
Unamortized discount	(27.7)		(29.9)
Unamortized debt issuance costs	(34.0)		(4.8)
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs	1,908.3		1,935.3

Senior secured revolving credit facilities and term loans:
Term loans due March 2030 (2)	1,776.5		—
Senior secured revolving credit facility due October 2026 (3) (4)	203.8		104.5
Unamortized discount	(36.6)		—
Unamortized debt issuance costs	(35.0)		—
Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs	1,908.7		104.5

Convertible notes due November 2024:
Principal amount	258.7		258.8

Unamortized debt issuance costs	(1.1)		(1.9)
Convertible notes due November 2024, net of unamortized debt issuance costs	257.6		256.9

Other debt facilities (5)	2.4		—



Total debt, net of unamortized debt issuance costs	4,077.0		2,296.7
Less: current maturities (6)	277.1		256.9
Long-term debt	$	3,799.9	$	2,039.8


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Interest accretion of senior notes discount	$	0.9	$	2.3
Secured Notes, 7.5% contractual interest coupon	27.3		82.1
Unsecured Notes, 9.5% contractual interest coupon	12.1		36.3
Total interest expense	$	40.3	$	120.7


	September 30, 2023		December 31, 2022
Convertible notes due November 2024	291	%	201	%
Senior secured notes due 2030	101	%	101	%
Senior unsecured notes due 2031	106	%	103	%
Term loans due March 2030	100	%	—	%


Applicable Market Value of Common Stock						Conversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $141.8037 (threshold appreciation price)						7.0520 shares of common stock
Equal to or less than $141.8037 but greater than or equal to $118.1754						Between 7.0520 and 8.4620 shares of common stock, determined by dividing 1000 by the applicable market value
Less than $118.1754 (initial price)						8.4620 shares of common stock


Applicable Market Value of Common Stock						Conversion Rate per Depositary Share
Greater than $141.8037 (threshold appreciation price)						0.3526 shares of common stock
Equal to or less than $141.8037 but greater than or equal to $118.1754						Between 0.3526 and 0.4231 shares of common stock, determined by dividing $50 by the applicable market value
Less than $118.1754 (initial price)						0.4231 shares of common stock


	Asset Derivatives					Liability Derivatives
		September 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Derivatives designated as net investment hedge	Balance Sheet Location	Fair Value		Fair Value		Balance Sheet Location	Fair Value		Fair Value
Foreign Exchange Collar Contracts (1)	Other assets	$	—	$	—	Other long-term liabilities	$	4.1	$	2.7
Total derivatives designated as net investment hedge		—		—			4.1		2.7
Derivatives not designated as hedges
Foreign Currency Contracts	Other current assets	3.5		—		Other current liabilities	5.1		—
Foreign Currency Contracts	Other assets	0.4		—		Other long-term liabilities	0.5		—
Total derivatives not designated as hedges		3.9		—			5.6		—
Total derivatives		$	3.9	$	—		$	9.7	$	2.7


	Unrealized (loss) gain recognized in accumulated other comprehensive loss on derivatives, net of taxes
	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives designated as net investment hedge	2023		2022		2023		2022
Foreign Exchange Collar Contracts (1) (2)	$	(0.4)	$	2.9	$	1.1	$	6.7