Earnings Per Share

9 Months Ended

Sep. 30, 2024

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amounts attributable to Chart common shareholders
Income from continuing operations	$	69.4	$	9.4	$	141.7	$	0.1
Less: Mandatory convertible preferred stock dividend requirement	6.8		6.8		20.4		20.5
Income (loss) from continuing operations attributable to Chart	62.6		2.6		121.3		(20.4)
Loss from discontinued operations, net of tax	(0.4)		(6.0)		(2.8)		(2.6)
Net income (loss) attributable to Chart common shareholders	62.2		(3.4)		118.5		(23.0)
Earnings per common share – basic:
Income (loss) from continuing operations	$	1.49	$	0.06	$	2.89	$	(0.49)
Loss from discontinued operations	(0.01)		(0.14)		(0.07)		(0.06)
Net income (loss) attributable to Chart Industries, Inc.	$	1.48	$	(0.08)	$	2.82	$	(0.55)

Earnings per common share – diluted:
Income (loss) from continuing operations	$	1.34	$	0.05	$	2.59	$	(0.49)
Loss from discontinued operations	(0.01)		(0.12)		(0.06)		(0.06)
Net income (loss) attributable to Chart Industries, Inc.	$	1.33	$	(0.07)	$	2.53	$	(0.55)

Weighted average number of common shares outstanding – basic	42.05		41.98		42.04		41.96
Incremental shares issuable upon assumed conversion and exercise of share-based awards (1)	0.19		0.24		0.19		—
Incremental shares issuable due to dilutive effect of convertible notes (1) (2)	2.43		2.86		2.54		—
Incremental shares issuable due to dilutive effect of the warrants (1)	2.00		2.53		2.12		—

Weighted average number of common shares outstanding – diluted	46.67		47.61		46.89		41.96

_______________

(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 because to do so would be anti-dilutive. This is applicable for the nine months ended September 30, 2023.

(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. The hedge cannot be taken into account under U.S. GAAP because it is anti-dilutive. If the hedge could have been considered, it would have reduced the diluted shares by 2.43 and 2.86 for the three months ended September 30, 2024 and 2023, respectively, and by 2.54 for the nine months ended September 30, 2024. For further information, refer to Note 9, “Debt and Credit Arrangements.”

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Mandatory convertible preferred stock dividend requirement (1)	$	6.8	$	6.8	$	20.4	$	20.5
Denominator
Anti-dilutive shares, Share-based awards	0.14		0.03		0.14		0.48
Anti-dilutive shares, Convertible notes	—		—		—		4.41
Anti-dilutive shares, Warrants	—		—		—		4.41
Anti-dilutive shares, Mandatory convertible preferred stock (1)	3.07		2.84		2.97		3.41
Total anti-dilutive securities	3.21		2.87		3.11		12.71

_______________

(1)We calculate the basic and diluted earnings per share 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.