8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 31, 2012

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio	44125
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 753-1490

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On August 31, 2012, Chart Industries, Inc. (the “Company”) posted an investor slide presentation on its investor relations website. Executive officers of the Company are using the slide presentation in connection with non-deal investor meetings beginning on September 4, 2012. Pursuant to Regulation FD, a copy of the slide presentation is furnished with this Current Report on Form 8-K as Exhibit 99.1. All information in the slide presentation and this report on Form 8-K is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation

2

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 hereunto duly authorized.

	Chart Industries, Inc.
Date: August 31, 2012
	By:	/s/ Matthew J. Klaben
		Matthew J. Klaben Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation

4

EX-99.1

Exhibit 99.1

C

HART

I

NDUSTRIES

,

I

NC

.

BARCLAYS

CEO

ENERGY - POWER CONFERENCE

SEPTEMBER 4-6,2012

Disclosure

Forward-Looking

Statements:

This

presentation

includes

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

The

use

of

words

such

as

“may”,

“might”,

“should”,

“will”,

“expect”,

“plan”,

“anticipate”,

“believe”,

“estimate”,

“project”,

“forecast”,

“outlook”,

“intend”,

“future”,

“potential”

or

“continue”,

and

other

similar

expressions

are

intended

to

identify

forward-looking

statements.

All

of

these

forward-looking

statements

are

based

on

estimates

and

assumptions

by

our

management

as

of

the

date

of

this

presentation

that,

although

we

believe

to

be

reasonable,

are

inherently

uncertain.

Forward-looking

statements

involve

risks

and

uncertainties

that

could

cause

the

Company’s

actual

results

or

circumstances

to

differ

materially

from

those

expressed

or

implied

by

forward-looking

statements.

These

risks

and

uncertainties

include,

among

others,

the

following:

the

cyclicality

of

the

markets

that

the

Company

serves;

a

delay,

significant

reduction

in

or

loss

of

purchases

by

large

customers;

fluctuations

in

energy

prices;

changes

in

government

energy

policy

or

failure

of

expected

changes

in

policy

to

materialize;

the

potential

for

negative

developments

in

the

natural

gas

industry

related

to

hydraulic

fracturing;

competition;

economic

downturns

and

deteriorating

financial

conditions;

our

ability

to

manage

our

fixed-price

contract

exposure;

our

reliance

on

key

suppliers

and

potential

supplier

failures

or

defects;

the

modification

or

cancellation

of

orders

in

our

backlog;

the

Company’s

ability

to

successfully

manage

its

costs

and

growth,

including

its

ability

to

successfully

manage

operational

expansions

and

the

challenges

associated

with

efforts

to

acquire

and

integrate

new

product

lines

or

businesses;

including

the

ability

to

successfully

integrate

AirSep’s

business

and

achieve

anticipated

revenue,

earnings

and

accretion

related

to

AirSep;

changes

in

government

healthcare

regulations

and

reimbursement

policies;

general

economic,

political,

business

and

market

risks

associated

with

the

Company’s

global

operations

and

transactions;

fluctuations

in

foreign

currency

exchange

and

interest

rates;

the

financial

distress

of

third

parties;

the

loss

of

key

employees

and

deterioration

of

employee

or

labor

relations;

the

pricing

and

availability

of

raw

materials;

the

regulation

of

our

products

by

the

U.S.

Food

&

Drug

Administration

and

other

governmental

authorities;

potential

future

impairment

of

the

Company’s

significant

goodwill

and

other

intangibles;

the

cost

of

compliance

with

environmental,

health

and

safety

laws;

additional

liabilities

related

to

taxes;

the

impact

of

severe

weather;

litigation

and

disputes

involving

the

Company,

including

product

liability,

contract,

warranty,

employment

and

environmental

claims;

technological

security

threats;

risks

associated

with

our

indebtedness,

leverage,

debt

service

and

liquidity;

and

volatility

and

fluctuations

in

the

price

of

the

Company’s

stock.

For

a

discussion

of

these

and

additional

risks

that

could

cause

actual

results

to

differ

from

those

described

in

the

forward-looking

statements,

see

disclosure

under

Item

1A.

“Risk

Factors”

in

the

Company’s

most

recent

Annual

Report

on

Form

10-K

and

other

recent

filings

with

the

Securities

and

Exchange

Commission,

which

should

be

reviewed

carefully.

Please

consider

the

Company’s

forward-looking

statements

in

light

of

these

risks.

Any

forward-looking

statement

speaks

only

as

of

its

date.

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

events

or

otherwise,

except

as

required

by

law.

1

GTLS: GAS TO LIQUID SYSTEMS

Technology leader that provides high-end equipment to the energy industry, which is the

largest end-user of Chart’s products

One of the leading suppliers in all primary markets served

Global footprint for our operations on four continents with approximately 4,600 employees

Worldwide earnings with approximately 60% of sales derived from outside the U.S.

Chart Industries is a leading provider of highly engineered cryogenic equipment

for the hydrocarbon, industrial gas, and biomedical markets

Asia

19%

U.S.

42%

Americas

(Non-US)

9%

RoW

6%

Europe

24%

2011 Sales by Segment

Energy

48%

BioMedical

25%

General

Industrial

27%

2011 Sales by Region

2011 Sales by End-User

Energy &

Chemicals

26%

Distribution

& Storage

49%

BioMedical

25%

2

Company Overview

GTLS: GAS TO LIQUID SYSTEMS

Energy

&

Chemicals

(E&C)

Segment

Overview

Heat Exchanger

Cold Box

Production

Brazed Aluminium

Heat Exchangers

44%

Cold Boxes and

LNG VIP

23%

2011 Sales by Product / Region

Highlights

Technology

leader

–

providing

heat

exchangers

and

cold

boxes critical to LNG, Olefin petrochemicals, natural gas

processing and industrial gas markets

–

Separation, liquefaction and purification of hydrocarbon and

industrial gases

Market

leader

–

leading

industry

positions

worldwide

Manufacturing

leader

–

one

of

three

global

suppliers

of

mission-critical LNG and LNG liquefaction equipment

Selected Products

Americas

(Non-US)

11%

Middle East &

RoW

18%

Asia

23%

U.S.

47%

Europe

1%

3

Air Cooled Heat

Exchangers

33%

GTLS: GAS TO LIQUID SYSTEMS

Distribution & Storage (D&S) Segment Overview

2011 Sales by Product / Region

Highlights

Balanced

customer

base

–

46%

of

segment

sales

derived

from products used in energy applications

Strategic

footprint

–

manufacturing

located

near

growing

end

markets and lower-cost countries

–

Positioned to capitalize on strong expected growth in Asia and

North America

–

Continued investment in key global manufacturing facilities

Bulk

MicroBulk

Distribution

Storage

Selected Products

Satellite LNG

Storage

Bulk Storage

Systems

36%

Packaged Gas

Systems

28%

VIP, Systems

and Components

9%

Parts, Repair and On-

Site Service

9%

Beverage Liquid

CO

Systems

6%

LNG Terminals

and Vehicle Fuel

Systems 12%

Americas

(Non-US)

10%

RoW

3%

Asia

21%

U.S.

42%

Europe

24%

4

2

GTLS: GAS TO LIQUID SYSTEMS

BioMedical Segment Overview

2011 Sales by Product / Region

Highlights

Strong

growth

–

increase

in

oxygen

respiratory

therapy

and

biomedical research, led by international markets, expected

Robust end markets include:

–

Home healthcare and nursing homes

–

Hospitals and long-term care

–

Biomedical and pharmaceutical research

–

Animal breeding

Portable Oxygen

Lab Storage

Stainless Steel Freezer

End-Use Consumption

Selected Products

5

Liquid Oxygen

(LOX) Therapy

Systems

52%

Biological

Storage

Systems

30%

Americas

(Non-US)

5%

U.S.  

38%

Europe

46%

Asia

10%

RoW

1%

Non-LOX

Respiratory

Therapy Systems

18%

GTLS: GAS TO LIQUID SYSTEMS

Global Manufacturing and Distribution Platform

Operating

leverage

provides

the

flexibility

to

expand

and

reduce

capacity

as

needed

Major manufacturing locations include:

China,

Changzhou (D&S and E&C) and Chengdu (BioMedical)

Czech

Republic,

Decin

(D&S)

Georgia,

Canton, Minnesota, New Prague/Owatonna and New York, Buffalo

(D&S and BioMedical)

Wisconsin,

La

Crosse,

Louisiana,

New

Iberia

and

Oklahoma,

Tulsa

(E&C)

Expansion of facilities in China, Louisiana and Minnesota is currently in process

Manufacturing facilities are strategically located in lower-cost countries

and near centers of demand

Corporate

Energy & Chemicals

Distribution & Storage

BioMedical

Asia-Pacific

North America

6

Europe

GTLS: GAS TO LIQUID SYSTEMS

Growth Opportunities

7

E&C

•Global base load LNG

projects

•

Growth in natural gas

processing

•

Emerging market

opportunities

D&S

•Global LNG opportunity

•

Strong relationships with

Industrial Gas customers

•

Demand for Industrial Gas

projected to increase 8%

per year

BioMedical

•Aging demographics

•

Product expansion

•

Increasing biological

research

GTLS: GAS TO LIQUID SYSTEMS

Global Appetite For Energy

8

Source: ExxonMobil 2012 –

The Outlook for Energy, A View to 2040

Natural gas expansion – Natural gas demand is expected to continue to grow at a pace 

faster than coal and oil, and will be heavily weighted towards emerging economies, 

which is expected to drive demand for Chart’s products

GTLS: GAS TO LIQUID SYSTEMS

Natural Gas Expected To Grow Globally

9

Source: ExxonMobil  2012 –

The Outlook for Energy, A View to 2040

Efforts to reduce emissions will help

gas become the world’s #2 fuel

overtaking coal

Many applications are suited to natural

gas hence it can displace oil, coal and

LPG

By 2040 it is estimated that 15% of

global gas demand will be met by LNG

Shale gas and coal mine methane are

examples of unconventional gas

production that is forecast to account

for 30% of total gas production by

2040 

GTLS: GAS TO LIQUID SYSTEMS

Chart

provides

a

broad

offering

of

products

and

solutions

for

the

full

LNG

value

chain:

LNG

liquefiers,

transportation

equipment,

terminal

storage

equipment

and

vehicle

tanks

for

both

on-road

and

off-road

heavy duty vehicles and marine applications

LNG Value Chain Opportunities

10

GTLS: GAS TO LIQUID SYSTEMS

LNG Storage, Transportation & Delivery

11

GTLS: GAS TO LIQUID SYSTEMS

LNG Fueling

12

GTLS: GAS TO LIQUID SYSTEMS

Strong Track Record of Successful Execution

¹Included in 2005 are non-recurring costs of $26.5 million for the

acquisition of Chart Industries by First Reserve

During last growth cycle Company leveraged its flexible

manufacturing platform resulting in operating income

growth that outpaced sales

Flexible cost structure and good execution allowed for

aggressive response to economic downturn resulting in

higher operating income level than last cycle low point

13

Similar or higher growth, leveraged by

acquisitions, expected to occur again during the

current growth cycle 

The return of large contract orders and the

improvement in base order levels have

confirmed a new growth cycle

1

2010

2010

2010

2011

2011

2011

2011

2012

2012

Large Contract Orders

Base Orders

Jun

2012

Sales

Operating Income

0

20

40

60

80

100

120

140

160

0

100

200

300

400

500

600

700

800

900

1000

2004

2005

2006

2007

2008

2009

2010

2011

LTM

0

50

100

150

200

250

300

350

400

450

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

2012

GTLS: GAS TO LIQUID SYSTEMS

Historical Orders and Backlog

Quarter-end Backlog ($MM)

14

Quarterly Orders ($MM)

0

100

200

300

400

500

600

700

Q3

2009

Q1

2009

Q2

2009

Q3

2010

Q4

2010

Q1

2011

Q2

2011

Q3

2011

Q4

2011

Q1

2012

Q4

2009

Q1

2010

Q2

2010

E&C

D&S

BioMed

0

100

200

300

400

500

600

700

Q1

2012

Q4

2011

Q3

2011

Q2

2011

Q1

2011

Q4

2010

Q3

2010

Q2

2010

Q1

2010

Q4

2009

Q3

2009

Q2

2009

Q1

2009

D&S

E&C

BioMed

Q2

2012

Q2

2012

GTLS: GAS TO LIQUID SYSTEMS

AirSep Acquisition

15

Closed acquisition of AirSep Corporation in August 2012 for

$170 million in cash and $10 million payoff of debt

Extends Chart’s BioMedical product offerings and distribution

network

Adds approximately $130 million in annual revenues and will

be accretive to earnings after acquisition related costs

Represents an attractive and stable complement to Chart’s

large and rapidly growing energy business

GTLS: GAS TO LIQUID SYSTEMS

Summary of Investment Highlights

16

Positioned for Significant Growth

Exploit

LNG

and

NG

growth

Opportunities with global

infrastructure build-out

New product development and

innovation

Expanded

new

business

and

inorganic pipeline

Very Stable Business Model

Attractive industry with long-

term customer relationships

Solid

platform

with

worldwide

presence and leading industry

positions in all segments

Strong Balance Sheet

Strong

organic

earnings

should

provide

substantial

free

cash

flow

and liquidity

Permit

continued

accretive

organic and inorganic growth

Flexible / Low Cost Capital

Structure

7 yr. $250 million convertible

notes -

2% cash interest cost

Increased senior credit facility,

which includes $300 million

revolving credit facility, adding

significant liquidity

Chart continues to represent a unique investment opportunity to capitalize on global 

energy demand, growth in natural gas  and LNG use, and a growing biomedical business