What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 24 added, 16 removed, 201 unchanged (17% of the section changed)

15 unchanged sentences

Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2023.

Management excluded from its assessment of internal control over financial reporting as of December 31, 2022, the internal control over financial reporting of ITL, which was acquired on March 31, 2022.

Management excluded from its assessment of internal control over financial reporting as of December 31, 2023, the internal control over financial reporting of TAMCO and ASPEQ, which were acquired on April 3, 2023 and June 2, 2023, respectively.

This exclusion is consistent with guidance issued by the U.S.

Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition.

The total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and revenues of ITL represented less than 1% of our consolidated total assets and revenues for the year ended December 31, 2022.

See a discussion of this acquisition in Note 1 of the Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.

The total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and revenues of both TAMCO and ASPEQ represented 3.3% and 5.7% of our consolidated total assets and revenues, respectively, at and for the year ended December 31, 2023.

See a discussion of these acquisitions in Note 1 to our consolidated financial statements.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Form 10-K.

Changes in Internal Control Over Financial Reporting

As a result of the Asbestos Portfolio Sale, the associated risks and controls related to the insurance recovery assets for the alleged asbestos-containing materials no longer exist, nor does the corresponding material weakness identified to have existed at December 31, 2021.

In connection with the evaluation by SPX management, including the Chief Executive Officer and the Chief Financial Officer, pursuant to Exchange Act Rule 13a-15(d), other than the divestiture effected by the Asbestos Portfolio Sale, as noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(d)) during the quarter ended December 31, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at International Tower Lighting, LLC (“ITL”), which was acquired on March 31, 2022, and whose aggregate total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and aggregate revenues constitute less than 1% of the related amounts in the Company’s consolidated financial statements as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at ITL.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at T.

Morrison & Co.

(“TAMCO”) and ASPEQ Heating Group (“ASPEQ”), which were acquired on April 3, 2023, and June 2, 2023, respectively and whose aggregate total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and aggregate revenues constitute approximately 3.3% and 5.7%, respectively, of the related amounts in the Company’s consolidated financial statements as of and for the year ended December 31, 2023.

Accordingly, our audit did not include the internal control over financial reporting at TAMCO and ASPEQ.

Basis for Opinion

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Other Information

Not applicable.

No director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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He began his career with FMI, a consulting and trade organization.

Randall Data , 57, President, South Africa and Global Operations since August 2015 and was appointed an officer of the company in September 2015.

Randall Data , 58, President, Heating and Global Operations since August 2015 and was appointed an officer of the company in September 2015.

Prior to joining SPX, Mr.

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Data held numerous leadership positions in the global operations of the steam generating and environmental equipment businesses.

Sean McClenaghan , 57, President, Global Cooling since September 2022.

Sean McClenaghan , 58, became President of the HVAC Segment in early 2024.

Prior to this role, Mr.

McClenaghan served as President, Global Cooling since September 2022.

McClenaghan joined SPX from Reliance Worldwide Corporation (“RWC”) where he served as Chief Executive Officer for the Americas business for 8 years.

8 unchanged sentences

Nurkin was a partner at the law firm of Moore & Van Allen.

Swann, III , 52, President, Weil-McLain and Marley Engineered Products since August 2013, President, Radiodetection since September 2015 and President, Heating and Location & Inspection since 2018.

Swann, III , 53, became President of the Detection & Measurement Segment in late 2022.

Prior to this role, he served as President, Weil-McLain and Marley Engineered Products since August 2013, President, Radiodetection since September 2015 and President, Heating and Location & Inspection since 2018.

Swann joined SPX in 2004, was appointed an officer of the company in September 2015, and previously served as President, Hydraulic Technologies from January 2011 to August 2013, Vice President of New Venture Development from February 2010 to January 2011, and Director of Business Development from August 2004 to February 2010.

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Prior to that, she was responsible for the Human Resources function at SPX’s Global Evaporative Cooling business from July 2012 to June 2013.

From 2006 to 2012, she served in various human resources leadership positions within United Technologies Corporation.

From 2006 to 2012, she served in various human resources leadership positions within United

Technologies Corporation.

White began her career at Georgia-Pacific Corporation, spending 12 years in a variety of human resource management roles.

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For a reference to the information in this Form 10-K, investors should refer to the Table of Contents to this Form 10-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 23rd day of February, 2023.

SPX TECHNOLOGIES, INC.

1 unchanged sentence

Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 23rd day of February, 2023.

/s/ EUGENE J.

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Director Tana L.

/s/ MICHAEL A.

Chief Accounting Officer and Vice President, Finance

Vice President, Chief Accounting Officer and Corporate Controller

INDEX TO EXHIBITS

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dated as of June 8, 2021, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on June 9, 2021 (File no.

2.5 — Agreement and Plan of Merger, dated as of April 28, 2023, by and among, SPX Enterprises, LLC, SPX Electric Heat, Inc., ASPEQ Parent Holdings, Inc., and Industrial Growth Partners V, L.P, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 1, 2023 (File no.

3.1 — Amended and Restated Certificate of Incorporation of SPX Technologies, Inc., dated August 15, 2022, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 15, 2022 (File no.

5 unchanged sentences

10.3 — First Amendment to Amended and Restated Credit Agreement and Amendment to Amended and Restated Guarantee and Collateral Agreement, dated as of August 23, 2022, between SPX Enterprises, LLC and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 24, 2022 (File no.

10.4 — Incremental Facility Activation Notice dated as of April 21, 2023 among SPX Enterprises, LLC, as the U.S.

Borrower, Bank of America, N.A., as the Administrative Agent, and the 2023 Incremental Term Loan Lenders party thereto, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 1, 2023 (File no.

†10.5 — Trademark License Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc.

40 unchanged sentences

32.1 — Section 1350 Certifications.

97.1 — Dodd-Frank Clawback Policy

101.INS — Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures