What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-23 · 365 added, 430 removed, 1580 unchanged (33% of the section changed)

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We have audited the accompanying consolidated balance sheets of SPX Technologies, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, 2023, and 2022, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 2023, and 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisitions – ASPEQ Heating Group and T.

Morrison & Co.

– Customer Relationships, Technology, & Trademarks — Refer to Notes 1, 4, and 10 to the financial statements

Acquisitions – Ingénia Technologies Inc.

– Valuation of Property, Plant, and Equipment, Technology, Customer Relationships, Trademarks, and Customer Backlog Assets— Refer to Notes 1, 4, and 10 to the financial statements

Critical Audit Matter Description

The assets acquired and liabilities assumed in the T.A.

Morrison & Co.

(“TAMCO”) and ASPEQ Heating Group (“ASPEQ”) transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations, primarily for the final assessment and valuation of acquired intangible assets, including customer relationships of $60.4 for TAMCO, customer relationships of $142.3 for ASPEQ, trademarks of $51.5 for ASPEQ, and technology of $47.8 for ASPEQ.

We identified the aforementioned intangible assets for the TAMCO and ASPEQ acquisitions as a critical audit matter because of the significant estimates and assumptions management makes to fair value these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's forecast of future cash flows, the selection of the discount rate for the customer relationships, trademarks, and technology, and the selection of the royalty rate for the trademarks and technology.

The assets acquired and liabilities assumed in the Ingénia Technologies Inc.

(“Ingénia”) transaction have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations.

Of the total assets acquired and liabilities assumed, the Company acquired $73.6 of property, plant, and equipment, which was primarily made up of real and personal property, and $97.9 of intangible assets, including technology of $46.7, customer relationships of $23.5, trademarks of $13.9, and customer backlog of $13.8.

We identified the valuation of the aforementioned real and personal property and intangible assets for the Ingénia acquisition as a critical audit matter because of the significant estimates and assumptions management makes to determine the fair value these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of the valuation methodologies applied to the real and personal property and intangible assets acquired, as well as when performing audit procedures to evaluate the reasonableness of management's forecast of future revenue growth rates and profit margins and the selection of the discount rate

for the customer relationships, trademarks, and technology intangible assets, the selection of the royalty rate for the trademarks and technology intangible assets, and the estimated replacement costs of the real and personal property acquired.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s future cash flow forecasts and the selection of the discount rates and royalty rates included the following, among others:

• We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over forecasts of future cash flows based on estimates of revenue growth rates, profit margins and the determinations of the discount rates, as well as the determination of royalty rates for trademarks and technology.

• We evaluated management’s ability to accurately forecast projected revenue growth rates and profit margins by comparing actual results to management’s acquisition date forecasts.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

Our audit procedures related to the valuation of the real and personal property and intangible assets acquired as part of the Ingénia acquisition included the following, among others:

• We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over the assumptions used in the cost and income approach for Real and Personal Property and Intangible Assets, respectively, and reviewing the work of management's third-party specialists.

• With the assistance of our fair value specialists, and in respect to the Real and Personal Property acquired, we evaluated the reasonableness of the valuation methodology and the cost to replace or reproduce comparable assets and developed a range of independent estimates and compared to those used by management.

• We evaluated management’s ability to accurately forecast projected revenue growth rates and profit margins by comparing actual results to management’s acquisition date forecasts used in the income approach for Intangible Assets.

• We evaluated the reasonableness of management’s forecasts used in the income approach for Intangible Assets by comparing the forecasts to:

– Historical results

– Third-party economic research, industry performance, and peer company performance.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, the discount rates, and the royalty rates by performing certain procedures, that included:

– Evaluating whether the fair value models being used are appropriate considering the acquired entity’s circumstances and valuation methodology employed

– Testing the underlying source information and mathematical accuracy of the calculations.

• With the assistance of our fair value specialists, and in respect to the Intangible Assets acquired, we evaluated the reasonableness of the valuation methodology, the discount rates, and the royalty rates by performing certain procedures, that included:

– Testing the source information underlying the determination of the discount rate and royalty rate and the mathematical accuracy of the calculation

– Developing a range of independent estimates and comparing those to the discount rate and royalty rate selected by management.

/s/ Deloitte & Touche LLP

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Special charges, net 3.6 0.8 0.4

Other operating (income) expense, net 9.0 74.9 ( 4.1 )

Other operating expense, net 8.4 9.0 74.9

Operating income 308.3 221.9 51.0

Other income (expense), net ( 10.1 ) ( 15.2 ) 9.0

Other expense, net ( 9.3 ) ( 10.1 ) ( 15.2 )

Interest expense ( 45.7 ) ( 27.2 ) ( 9.3 )

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Income from continuing operations 201.8 144.7 19.8

Income from discontinued operations, net of tax — — 5.7

Gain (loss) on disposition of discontinued operations, net of tax ( 54.8 ) ( 19.6 ) 360.7

Gain (loss) from discontinued operations, net of tax ( 54.8 ) ( 19.6 ) 366.4

Income (loss) from discontinued operations, net of tax — — —

Loss on disposition of discontinued operations, net of tax ( 1.3 ) ( 54.8 ) ( 19.6 )

Loss from discontinued operations, net of tax ( 1.3 ) ( 54.8 ) ( 19.6 )

Net income $ 200.5 $ 89.9 $ 0.2

Basic income (loss) per share of common stock:

Basic income per share of common stock:

Income from continuing operations $ 4.37 $ 3.18 $ 0.44

Income (loss) from discontinued operations ( 1.21 ) ( 0.44 ) 8.09

Loss from discontinued operations ( 0.03 ) ( 1.21 ) ( 0.44 )

Net income per share $ 4.34 $ 1.97 $ —

Weighted-average number of common shares outstanding — basic 46.187 45.545 45.345

Diluted income (loss) per share of common stock:

Diluted income per share of common stock:

Income from continuing operations $ 4.29 $ 3.10 $ 0.43

Income (loss) from discontinued operations ( 1.17 ) ( 0.43 ) 7.88

Loss from discontinued operations ( 0.03 ) ( 1.17 ) ( 0.43 )

Net income per share $ 4.26 $ 1.93 $ —

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Paid-in capital 1,373.5 1,353.6

Retained earnings (deficit) 38.3 ( 51.6 )

Retained earnings 238.8 38.3

Accumulated other comprehensive income 223.6 261.1

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Net income — — 0.2 — — 0.2

Other comprehensive income, net — — — 15.4 — 15.4

Other comprehensive loss, net — — — ( 6.4 ) — ( 6.4 )

Incentive plan activity — 12.6 — — — 12.6

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Restricted stock unit vesting — ( 19.4 ) — — 12.1 ( 7.3 )

Common stock repurchases — — — — ( 33.7 ) ( 33.7 )

Balance at December 31, 2022

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Net income — — 89.9 — — 89.9

Other comprehensive loss, net — — — ( 6.4 ) — ( 6.4 )

Other comprehensive income, net — — — 3.6 — 3.6

Incentive plan activity — 13.8 — — — 13.8

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Restricted stock unit vesting — ( 11.9 ) — — 6.6 ( 5.3 )

Common stock repurchases — — — — ( 33.7 ) ( 33.7 )

Balance at December 31, 2023

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Net income — — 200.5 — — 200.5

Other comprehensive income, net — — — 3.6 — 3.6

Other comprehensive loss, net — — — ( 37.5 ) — ( 37.5 )

Incentive plan activity — 21.1 — — — 21.1

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Net income $ 200.5 $ 89.9 $ 0.2

Gain (loss) from discontinued operations, net of tax ( 54.8 ) ( 19.6 ) 366.4

Loss from discontinued operations, net of tax ( 1.3 ) ( 54.8 ) ( 19.6 )

Income from continuing operations 201.8 144.7 19.8

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Net cash from (used in) continuing operations 313.1 243.8 ( 115.2 )

Net cash from (used in) discontinued operations ( 35.3 ) ( 21.6 ) 43.4

Net cash used in discontinued operations ( 27.2 ) ( 35.3 ) ( 21.6 )

Net cash from (used in) operating activities 285.9 208.5 ( 136.8 )

Cash flows from (used in) investing activities:

Proceeds (expenditures) related to company-owned life insurance policies, net 0.7 3.7 ( 31.2 )

Proceeds/borrowings related to company-owned life insurance policies, net 41.9 0.7 3.7

Proceeds from asset sales and other, net 3.6 — —

Business acquisitions, net of cash acquired ( 292.0 ) ( 547.0 ) ( 40.0 )

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Net cash used in continuing operations ( 284.5 ) ( 570.2 ) ( 52.2 )

Net cash from (used in) discontinued operations — ( 13.9 ) 620.1

Net cash from (used in) investing activities ( 570.2 ) ( 66.1 ) 314.1

Net cash used in discontinued operations — — ( 13.9 )

Net cash used in investing activities ( 284.5 ) ( 570.2 ) ( 66.1 )

Cash flows from (used in) financing activities:

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Interest paid $ 43.4 $ 25.6 $ 6.5

Income tax refunds (payments), net

$ ( 58.4 ) $ ( 59.6 ) $ 5.5

Income tax payments, net $ 43.5 $ 58.4 $ 59.6

Non-cash investing and financing activity:

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All of our VIEs are immaterial, individually and in aggregate, to our consolidated financial statements.

Shift Away from the Power Generation Markets — On September 26, 2015, we completed the spin-off to our stockholders (the “Spin-Off”) of all the outstanding shares of SPX FLOW, Inc., a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.

Prior to the Spin-Off, our businesses serving the power generation markets had a major impact on the consolidated financial results of SPX.

In the years leading up to the Spin-Off, these businesses experienced significant declines in revenues and profitability associated with weak demand and increased competition within the global power generation markets.

Based on a review of our post-spin portfolio and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided coming out of the Spin-Off that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformers and process cooling systems businesses.

As a result, we have significantly reduced our exposure to the power generation markets as indicated by the activities summarized below:

• Sale of Dry Cooling Business – On March 30, 2016, we completed the sale of our dry cooling business, a business that provides dry cooling systems to the global power generation markets.

• Sale of Balcke Dürr Business – On December 30, 2016, we completed the sale of Balcke Dürr, a business that provides heat exchangers and other related components to the European and Asian power generation markets.

Balcke Dürr historically had been the most significant of our power generation businesses.

As we considered the disposition of Balcke Dürr to be the cornerstone of our strategic shift away from the power generation markets, and given the significance of Balcke Dürr’s financial results to our overall operations prior to its disposition, we began classifying Balcke Dürr as a discontinued operation at the time of its disposition.

• Wind-Down of the SPX Heat Transfer Business – After an unsuccessful attempt to sell the SPX Heat Transfer (“Heat Transfer”) business, and as a continuation of our strategic shift away from power generation markets, we initiated a wind-down plan for the business in 2018.

During the fourth quarter of 2020, we completed the plan, which included providing all products and services on the business’s remaining contracts with customers.

As a result, we are reporting Heat Transfer as a discontinued operation in the accompanying consolidated financial statements.

See Note 4 for additional details.

• Wind-Down of DBT Technologies Business – As a culmination of our strategic shift away from power generation markets, in 2021 we substantially ceased all operations of, and have ceased accepting new businesses in, our South African subsidiary, DBT Technologies (PTY) LTD (“DBT”).

As a result, we are reporting DBT as a discontinued operation in the accompanying consolidated financial statements.

Since that time, DBT has been involved in various dispute resolution matters related to two large power projects.

See Notes 4 and 15 for additional details regarding DBT's presentation as a discontinued operation and dispute resolution matters.

Shift Away from the Power Generation Markets — Based on a review of our portfolio of businesses, and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided in 2015 that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformers and process cooling systems businesses.

As a result, we subsequently significantly reduced our exposure to the power generation markets.

This reduction included the wind-down of the SPX Heat Transfer Business (“Heat Transfer”), completed during the fourth quarter of 2020, and the wind-down of our South African subsidiary, DBT Technologies (PTY) LTD (“DBT”) in 2021 when we substantially ceased all operations.

As a result, we are reporting Heat Transfer and DBT as discontinued operations in the accompanying consolidated financial statements.

See Note 4 for additional details regarding Heat Transfer and DBT’s presentation as discontinued operations and Notes 4 and 15 for additional details of DBT’s dispute resolution matters.

Sale of Transformer Solutions Business — On October 1, 2021, we completed the sale of SPX Transformer Solutions, Inc.

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(the “Purchaser”) and Prolec GE Internacional, S.

We transferred all of the outstanding common stock of Transformer Solutions to the Purchaser for an aggregate cash purchase price of $ 645.0 (the “Transaction”).

The purchase price was subject to potential adjustment based on Transformer Solutions’ cash, debt and working capital on the date the Transaction was consummated, as well as for specified transaction expenses and other specified items.

In connection with the sale, we received cash proceeds of $ 620.6 and recorded a gain of $ 382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” within our 2021 consolidated statement of operations.

During 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $ 13.9 with an increase to the gain on sale of $ 0.2 .

Historically, Transformer Solutions’ operations had a significant impact on our consolidated financial results, with revenues totaling approximately 25 % of our consolidated revenues.

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Accordingly, we have classified the business as a discontinued operation in the accompanying consolidated financial statements.

See Note 4 for additional details.

During 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $ 13.9 and an increase to the gain on sale of $ 0.2 recorded to “Loss on disposition of discontinued operations, net of tax.”

Divestiture of Asbestos Liabilities and Certain Assets — On November 1, 2022, we divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC (“Canvas”), an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd.

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while Canvas made a capital contribution to the divested subsidiaries of $ 8.0 .

The divestiture resulted in a loss of $ 73.9 , recorded to “Other operating (income) expense, net,” which includes the write-off of certain deferred income tax assets recorded by the divested subsidiaries.

The divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities immediately prior to the divestiture.

The divestiture resulted in a loss of $ 73.9 , recorded to “Other operating expense, net,” which includes the write-off of certain deferred income tax assets recorded by the divested subsidiaries.

immediately prior to the divestiture.

These indemnification obligations are not subject to any cap or time limitation.

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Acquisitions in 2024:

• Ingénia - On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc.

(“Ingénia”) which specializes in the design and manufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets.

We purchased Ingénia for cash consideration of $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 received during 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

The post-acquisition results of Ingénia are reflected within our HVAC reportable segment.

Acquisitions in 2023:

• TAMCO - On April 3, 2023, we completed the acquisition of T.

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The post-acquisition operating results of ASPEQ are reflected within our HVAC reportable segment.

The assets acquired and liabilities assumed in the TAMCO and ASPEQ transactions have been recorded at estimates of fair value as determined by management, based on information available and assump tions as to future operations and are subject to change, primarily for the final assessment and valuation of certain income tax amounts.

Acquisitions in 2022:

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The post-acquisition operating results of ITL are reflected within our Detection and Measurement reportable segment.

Acquisitions in 2021:

• Sealite - On April 19, 2021, we completed the acquisition of Sealite Pty Ltd and affiliated entities, including Sealite USA, LLC (doing business as Avlite Systems) and Star2M Pty Ltd (collectively, “ Sealite ” ).

Sealite is a leader in the design and manufacture of marine and aviation aids to navigation products.

We purchased Sealite for cash proceeds of $ 80.3 , net of cash acquired of $ 2.3 .

The post-acquisition operating results of Sealite are reflected within our Detection and Measurement reportable segment.

• ECS - On August 2, 2021, we completed the acquisition of Enterprise Control Systems Ltd (“ECS”), a leader in the design and manufacture of highly-engineered tactical datalinks and radio frequency (“RF”) countermeasures, including counter-drone and counter-improvised explosive device RF jammers.

We purchased ECS for cash proceeds of $ 39.4 , net of cash acquired of $ 5.1 .

Under the terms of the purchase and sales agreement, the seller was eligible for additional cash consideration of up to $ 16.0 , with payment to be made in 2022 upon successful achievement of certain financial performance milestones.

The estimated fair value of such contingent consideration as of the date of acquisition was $ 8.2 .

During the fourth quarter of 2021, we concluded that the probability of achieving the above financial performance milestones had lessened due to a delay in the execution of a large order, resulting in a reduction of the estimated liability o f $ 6.7 , w ith such amount recorded within “Other operating (income) expense, net ” in the 2021 consolidated statement of operations .

During the first and second quarters of 2022, we further reduced the estimated liability by $ 0.9 and $ 0.4 , respectively, with such amount recorded within “Other operating (income) expense, net ” in the 2022 consolidated statement of operations.

The estimated fair value of such contingent consideration was $ 0.0 at December 31, 2023 and 2022 as the financial performance milestones were not met.

The post-acquisition operating results of ECS are reflected within our Detection and Measurement reportable segment.

• Cincinnati Fan - On December 15, 2021, we completed the acquisition of Cincinnati Fan & Ventilator Co., Inc.

(“Cincinnati Fan”), a leader in engineered air movement solutions, including blowers and critical exhaust systems.

W e purchased Cincinnati Fan for cash proceeds of $ 145.2 , net of (i) an adjustment to the purchase price received during 2022 of $ 0.4 related to acquired working capital and (ii) cash acquired of $ 2.5 .

The post-acquisition operating results of Cincinnati Fan are reflected within our HVAC reportable segment.

Foreign Currency Translation and Transactions — The financial statements of our foreign subsidiaries are translated into U.S.

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Gains and losses on foreign currency translations are reflected as a separate component of stockholders' equity and other comprehensive income/loss.

Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts, are included in “Other income (expense), net,” with the related net losses totaling $ 0.9 , $ 1.1 and $ 0.9 in 2023, 2022 and 2021, respectively.

Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts, are included in “Other expense, net,” with the related net gains (losses) totaling $ 0.8 , $( 0.9 ), and $( 1.1 ) in 2024, 2023, and 2022, respectively.

Cash Equivalents — We consider highly liquid money market investments with original maturities of three months or less at the date of purchase to be cash equivalents.

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Capitalized software, net of amortization, totaled $ 3.6 and $ 3.1 as of December 31, 2024 and 2023, respectively.

Capitalized software amortization expense totaled $ 0.1 , $ 0.1 , and $ 1.3 in 2023, 2022, and 2021,

respectively.

Capitalized software amortization expense totaled $ 0.4 , $ 0.1 , and $ 0.1 in 2024, 2023, and 2022, respectively.

We expensed research activities relating to the development and improvement of our products of $ 45.9 , $ 43.2 , and $ 39.1 in 2024, 2023, and 2022, respectively.

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Company-owned Life Insurance Policies — The Company has investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date.

Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our consolidated statements of operations.

The value of the company’s investments in COLI assets was $ 76.7 and $ 77.0 at December 31, 2023 and 2022, respectively, recorded in “Other assets” on the consolidated balance sheets.

The Company has the ability to monetize its investment in the COLI policies as an additional source of liquidity.

At December 31, 2023, the Company had not monetized any of its existing COLI policies' cash surrender value.

Changes in the cash surrender value during the period are recorded within “Other expense, net” within our consolidated statements of operations.

The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity.

During 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies.

Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.

The amounts borrowed incur interest at a weighted-average rate of 5.3 %.

The cash surrender value of the Company’s investments in COLI assets, net of aforementioned borrowing, was $ 36.2 and $ 76.7 at December 31, 2024 and 2023, respectively, recorded in “Other assets” on the consolidated balance sheets.

Income Taxes — We account for income taxes based on the requirements of the Income Taxes Topic of the Codification, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

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Derivative Financial Instruments — We use foreign currency forward contracts to manage our exposures to fluctuating currency exchange rates and interest rate protection agreements to manage our exposures to fluctuating interest rate risk on variable rate debt.

In addition, prior to the sale of Transformers Solutions, we used forward contracts to manage the exposure on forecasted purchases of commodity raw materials (“commodity contracts”).

Derivatives are recorded on the balance sheet and measured at fair value.

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We do not enter into financial instruments for speculative or trading purposes.

For those transactions that are designated as cash flow hedges, on the date the derivative contract is entered into, we document our hedge relationship, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactio n.

For those transactions that are designated as cash flow hedges, we document our hedge relationship, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transactio n.

We also assess, both at inception and quarterly thereafter, whether such derivatives are highly effective in offsetting changes in the fair value of the hedged item.

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Certain other estimates and assumptions are further explained in the related notes.

Accounts Receivable Allowances — We provide allowances for estimated losses on uncollectible accounts based on our historical experience, current and future economic and market conditions, and the evaluation of the likelihood of success in collecting specific customer receivables.

Accounts Receivable Allowances — We provide allowances for expected losses on uncollectible accounts based on our historical experience, current and future economic and market conditions, and the evaluation of the likelihood of success in collecting specific customer receivables.

In addition, we maintain allowances for customer returns, discounts and invoice pricing discrepancies, with such allowances primarily based on historical experience.

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Costs incurred as a result of a business combination, other than costs related to the issuance of debt or equity securities, are recorded in the period the costs are incurred.

Additionally, at each reporting period, contingent consideration is remeasured to fair value, with changes recorded in “Other operating (income) expense, net” within our consolidated statements of operations.

Additionally, at each reporting period, contingent consideration is remeasured to fair value, with changes recorded in “Other operating expense, net” within our consolidated statements of operations.

Long-Lived Assets and Intangible Assets Subject to Amortization — We continually review whether events and circumstances subsequent to the acquisition of any long-lived assets, including intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be fully recoverable.

If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows on an undiscounted basis related to the assets are likely to exceed the related carrying amount.

We will record an impairment charge to the extent that the carrying value of the assets exceed their fair values as determined by valuation techniques appropriate in the circumstances, which could include the use of similar projections on a discounted basis.

We will record an impairment charge to the extent the carrying value of the assets exceed their fair values as determined by valuation techniques appropriate in the circumstances.

In determining the estimated useful lives of definite-lived intangible assets, we consider the nature, competitive position, life cycle position, and historical and expected future cash flows of each acquired asset, as well as our commitment to support these assets through continued investment and legal infringement protection.

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Other 6 years

Goodwill and Indefinite-Lived Intangible Assets — We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred to determine whether the carrying value exceeds the implied fair value.

Goodwill and Indefinite-Lived Intangible Assets — We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred that indicates the carrying value may exceed the implied fair value.

In reviewing goodwill for impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount.

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Our quantitative analysis of the fair value of reporting units is based generally on discounted projected cash flows, but we also consider factors such as comparable industry price multiples.

We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which

form the basis for making judgments about the carrying values of the reported net assets of our reporting units.

We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about the carrying values of the reported net assets of our reporting units.

Many of our businesses closely follow changes in the industries and end markets that they serve.

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Summarized in the table below are the components of accrued expenses at December 31, 2024 and 2023.

Short-term incentive compensation $ 38.8 $ 39.6

Employee benefits 38.3 33.7

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(1) Other consists of various items including, among other items, the current portion of our liabilities related to risk management matters, environmental remediation costs, and operating leases, as well as, accrued rebates, legal, interest and restructuring costs, none of which is individually material.

Legal — It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated.

Legal — We accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated.

We do not discount legal obligations or reduce them by anticipated insurance recoveries.

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Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties.

We generally do not discount environmental obligations or reduce them by anticipated insurance recoveries.

We do not discount environmental obligations or reduce them by anticipated insurance recoveries.

Risk Management Matters — We are subject to claims associated with risk management matters (e.g., product liability, general liability, automobile, and workers’ compensation claims).

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In addition, we are self-insured for certain of our workers’ compensation, automobile, product, general liability, disability and health costs, and we maintain adequate accruals to cover our retained liabilities.

Our accruals for self-insurance liabilities are based on claims filed and an estimate of claims incurred but not yet reported, and generally are not discounted.

Our accruals for self-insurance liabilities are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted.

We consider a number of factors, including third-party actuarial valuations, when making these determinations.

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See Note 11 for further discussion of our pension and postretirement benefits.

We derive pension expense from an actuarial calculation based on the defined benefit plans’ provisions and our assumptions regarding discount rate.

We derive pension expense from an actuarial calculation based on the defined benefit plans’ provisions and our assumptions regarding discount rates.

We primarily determine the discount rate for our plans by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date.

We also consult with independent actuaries in determining these assumptions.

Parent Guarantees and Bonds Associated with Balcke Dürr — In connection with the sale of Balcke Dürr in 2016, we became contingently obligated under existing parent company guarantees and bank and surety bonds which totaled approximately Eur o 79.0 and Euro 79.0 , resp ectively, at the time of sale.

Since the sale of Balcke Dürr, the guarantees have expired and, as of the third quarter of 2021, all the bonds have been returned.

As the guarantees have expired and the bonds have been returned, we no longer have assets or liabilities recorded for this matter.

See Note 17 for additional details.

(3) New Accounting Pronouncements

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It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform.

Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for

companies to apply until December 31, 2024.

In conjunction with entering into an amended and restated credit agreement (the “Credit Agreement”) on August 12, 2022, we adopted this guidance with no material impact on our consolidated financial statements.

Refer to Note 13 for additional information on the Credit Agreement.

Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2024.

In conjunction with entering into an amended and restated credit agreement on August 12, 2022, we adopted this guidance with no material impact on our consolidated financial statements.

Refer to Note 13 for additional information on our credit agreements.

In November 2023, the FASB issued ASU No.

Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the disclosure impact of ASU 2023-07;

however, the standard will not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

2023-07, which requires companies to disclose, on an interim and annual basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as a

qualitative description of other segment expenses not disclosed.

In addition, ASU 2023-07 requires companies to disclose the title and position of the CODM and an explanation of how the CODM used the reported measures in assessing segment performance.

ASU 2023-07 is effective for fiscal years beginning January 1, 2024, and interim periods within fiscal years beginning January 1, 2025, and is applied retrospectively to all prior periods presented in these financial statements.

We adopted ASU 2023-07 during the fourth quarter of 2024, with no impact on our consolidated financial statements.

Refer to Note 7 for these and other disclosures related to our reportable segments.

In December 2023, the FASB issued ASU No.

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however, the standard will not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU No.

2024-03, which requires companies to disclose, on an interim and annual basis, additional information about specific expense categories in the notes to the financial statements.

In addition, ASU 2024-03 requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and, on an annual basis, disclose the total amount of selling expenses and the Company's definition of selling expenses.

ASU 2024-03, further clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply the standard retrospectively, with early adoption permitted.

We are currently evaluating the disclosure impact of ASU 2024-03;

however, the standard will not have an impact on the Company's consolidated financial position, results of operations or cash flows.

(4) Acquisitions, Discontinued Operations, and the Asbestos Portfolio Sale

As indicated in Note 1, on April 19, 2021, August 2, 2021, December 15, 2021, March 31, 2022, and April 3, 2023 we completed the acquisitions of Sealite, ECS, Cincinnati Fan, ITL, and TAMCO, respectively.

From time to time, we may make acquisitions that do not significantly impact our financial position or operations.

These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources.

Such acquisitions are not separately identified within this report on Form 10-K.

As indicated in Note 1, on April 3, 2023 and March 31, 2022 we completed the acquisitions of TAMCO and ITL, respectively.

The pro forma effects of these acquisitions are not material to our consolidated results of operations.

Acquisition of Ingénia

As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 received during 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities.

The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Ingénia, we engaged a third-party independent valuation specialist.

The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Ingénia as of February 7, 2024:

Assets acquired:

Current assets, including cash and equivalents of $ 1.5

Property, plant and equipment 73.6

Goodwill 142.4

Intangible assets 97.9

Total assets acquired 345.1

Current liabilities assumed 14.5

Deferred and other income taxes 37.1

Net assets acquired $ 293.5

The identifiable intangible assets acquired consis t of technology, customer relationships, trademarks, and customer backlog of $ 46.7 , $ 23.5 , $ 13.9 , and $ 13.8 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize the technology, customer relationships, trademarks, and customer backlog assets ove r 12.0 , 7.0 , 8.0 , and 1.0 years, respectively.

We acquired gro ss receivables of $ 16.1 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected market growth for Ingénia’s existing operations, increased volumes achieved by selling Ingénia’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors.

We expect none of the goodwill described above to be deductible for tax purposes.

We recognized revenues and net income for Ingénia of $ 72.6 and $ 15.9 , respectively, for the year ended December 31, 2024, with the net income impacted by charges during the year ended December 31, 2024 of $ 18.6 associated with amortization of the various intangible assets mentioned above and $ 1.8 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

During the year ended December 31, 2024, we incurred acquisition-related costs for Ingénia of $ 3.6 which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 7.

Acquisition of ASPEQ

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We financed the acquisition with available cash and borrowings under our senior credit facilities.

The assets acquired and liabilities assumed have been recorded at preliminary estimates of fair value as determined by management, based on information currently available and on current assumptions as to future operations and are subject to change upon completion of the acquisition method of accounting.

Final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP.

The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023:

The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for ASPEQ, we engaged a third-party independent valuation specialist.

The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023:

Assets acquired:

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(1) Includes net deferred income tax liabilities and other liabilities of $ 56.4 and $ 1.0 , respectively.

The identifiable intangible assets acquired consist of customer relationships, trademarks, technology, and customer backlog of $ 142.3 , $ 51.5 , $ 47.8 , and $ 4.5 , respectively, with such amounts based on a preliminary assessment of the related fair values.

We expect to amortize the customer relationships, technology, and customer backlog assets over 12.0 , 16.0 , and 1.0 years, respectively, with the trademarks acquired being indefinite-lived.

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The qualitative factors that comprise the recorded goodwill include expected market growth for ASPEQ’s existing operations, increased volumes achieved by selling ASPEQ’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors.

We recognized revenues and net income for ASPEQ of $ 63.9 and $ 3.6 , respectively, for the year ended December 31, 2023 with the net income impacted by charges during the year ended December 31, 2023 of (i) $ 13.2 associated with amortization of the various intangible assets mentioned above and (ii) $ 3.6 associated with the excess fair value (over historical cost) of inventory acquired which has been subsequently sold.

During the year ended December 31, 2023, we incurred acquisition-related costs for ASPEQ of $ 5.4 , which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income in Note 7.

The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2023 and 2022, respectively, as if the acquisition of ASPEQ had taken place on January 1, 2022.

The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations.

We recognized revenues and net income for ASPEQ of $ 63.9 and $ 3.6 , respectively, for the year ended December 31, 2023, with the net income impacted by charges during the year ended December 31, 2023 of (i) $ 13.2 associated with amortization of the various intangible assets mentioned above and (ii) $ 3.6 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2024, 2023, and 2022, respectively, as if the acquisitions of Ingénia and ASPEQ had taken place on January 1, 2023 and January 1, 2022, respectively.

The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisitions been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations.

The pro forma results include estimates and assumptions that management believes are reasonable;

however, these results do not include any anticipated cost savings or expenses of the planned integration of ASPEQ.

These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during the first quarter of 2022, and the related income tax effects.

however, these results do not include any anticipated cost savings or expenses of the integration of Ingénia and ASPEQ.

These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during 2023 for Ingénia and 2022 for ASPEQ, and the related income tax effects.

Years ended December 31,

2024 2023 2022

Revenues $ 1,991.9 $ 1,852.6 $ 1,564.7

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Sale of Transformer Solutions Business

As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions for net cash proceeds of $ 620.6 .

In connection with the sale, we recorded a gain of $ 382.2 to “ Gain (loss) on disposition of discontinued operations, net of tax ” within our consolidated statement of operations for the year ended December 31, 2021.

The results of Transformer Solutions are presented as a discontinued operation for all periods presented.

Major line items constituting pre-tax income and after-tax income of Transformer Solutions for the period January 1, 2021 to October 1, 2021 are shown below:

Revenues $ 313.5

Costs and expenses:

Cost of product sold 257.2

Selling, general and administrative 28.4

Income before tax 27.9

Income tax provision ( 7.0 )

Income after tax $ 20.9

As mentioned in Note 1, during 2022, we agreed to the final adjustment of the purchase price related to our previously disposed Transformers Solutions business, which resulted in a payment to the Purchaser of $ 13.9 and an increase to the gain on sale of $ 0.2 recorded to “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2022.

Wind-Down of DBT Business

As discussed in Note 1, we completed the wind-down of our DBT business in the fourth quarter of 2021.

As discussed in Note 1, we completed the wind-down of our DBT business after ceasing all operations, including those related to two large power projects in South Africa (Kusile and Medupi), in the fourth quarter of 2021.

As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.

In connection with the wind-down, we recorded a charge of $ 19.9 to “ Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 2021 to reflect the write-off of historical currency translation amounts associated with DBT that had been previously reported within “ Stockholders' equity.”

As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a.

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and (iv) unpredictable nature of any dispute resolution processes that had occurred or may have occurred in connection with these claims.

Although we have experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we have invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters.

Although we had experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we had invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters.

On September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”).

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In connection with the Settlement Agreement, we incurred a charge, net of tax, of $ 54.2 during the third quarter of 2023.

The charge included the write-off of $ 15.2 in net amounts due from MHI.

Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023.

The charge included

the write-off of $ 15.2 in net amounts due from MHI.

Such charge is included in “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2023.

Prior to the Settlement Agreement, on February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT against MHI related to costs incurred in connection with delays on two units of the Kusile project.

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In March 2023, an arbitration tribunal upheld the decision of the dispute adjudication panel.

As a result, the South African Rand 126.6 (or $ 7.0 ) was recorded as income during the first quarter of 2023, with such amount recorded within “Gain (loss) on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.

Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $ 5.5 of legal costs incurred related to a prior arbitration hearing.

Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.

Major line items constituting pre-tax loss and after-tax loss of DBT for the years ended December 31, 2021 are shown below:

Revenues $ 0.5

Costs and expenses:

Cost of product sold 0.9

Selling, general and administrative 15.1

Special charges, net 1.3

Other expense, net 1.2

Interest income, net ( 0.1 )

Loss before tax ( 17.9 )

Income tax benefit 2.7

Loss after tax $ ( 15.2 )

As a result, the South African Rand 126.6 (or $ 7.0 ) was recorded as income during the first quarter of 2023, with such amount recorded within “Loss on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $ 1.3 of legal costs incurred related to the arbitration.

Such amount received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.

Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $ 5.5 of legal costs incurred related to another prior arbitration.

Such amount received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.

The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the consolidated balance sheets as of December 31, 2024 and 2023.

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Property, plant and equipment, net — 0.1

Other assets — 19.1

Total assets of DBT $ 7.8 $ 10.7

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___________________________

(1) Includes DBT's remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $ 26.2 at December 31, 2023), due in September 2024.

In connection with this remaining obligation, we entered into a foreign currency forward contract which we are accounting for as a fair value hedge.

(1) Balances relate primarily to disputed amounts due to or from a subcontractor, engaged by DBT during the Kusile project, that is currently in liquidation.

The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process.

(2) At December 31, 2023, the balance included DBT ’ s remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $ 26.2 at December 31, 2023), which was paid ($ 27.1 at the time of payment) during 2024.

In connection with this remaining obligation, we entered into a foreign currency forward contract which we designated and accounted for as a fair value hedge and matured at the time of the final payment to MHI.

The resulting cash received of $ 2.0 is presented within “ Net cash used in discontinued operations ” within the consolidated statement of cash flows for the year ended December 31, 2024.

Refer to Note 14 for additional details.

There are no further payment obligations to MHI under the terms of the Settlement Agreement.

Wind-Down of the Heat Transfer Business

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December 31, 2024 December 31, 2023

Cash and equivalents $ 0.1 $ —

Other current assets 0.3 0.3

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Accounts payable $ 0.1 $ 0.2

Accrued expenses — 0.1

Total liabilities of Heat Transfer $ 0.1 $ 0.2

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Transformer Solutions

Income (loss) from discontinued operations (1)

$ — $ ( 0.6 ) $ 454.9

Income tax (provision) benefit (2)

Loss from discontinued operations (1)

$ — $ — $ ( 0.6 )

Income tax benefit — — 0.9

Income from discontinued operations, net — — 0.3

Loss from discontinued operations (2)

Income tax benefit 15.3 2.1 2.7

Loss from discontinued operations, net (3)

( 0.6 ) ( 69.0 ) ( 17.3 )

Income tax benefit (provision) ( 0.1 ) 15.3 2.1

Loss from discontinued operations, net ( 0.7 ) ( 53.7 ) ( 15.2 )

All other (3)

Loss from discontinued operations ( 0.3 ) ( 1.3 ) ( 6.4 )

Income tax benefit 0.2 1.7 6.3

Income tax benefit (provision) ( 0.3 ) 0.2 1.7

Loss from discontinued operations, net ( 0.6 ) ( 1.1 ) ( 4.7 )

Income (loss) from discontinued operations ( 70.3 ) ( 24.3 ) 409.2

Income tax (provision) benefit 15.5 4.7 ( 42.8 )

Income (loss) from discontinued operations, net $ ( 54.8 ) $ ( 19.6 ) $ 366.4

Loss from discontinued operations ( 0.9 ) ( 70.3 ) ( 24.3 )

Income tax benefit (provision) ( 0.4 ) 15.5 4.7

Loss from discontinued operations, net $ ( 1.3 ) $ ( 54.8 ) $ ( 19.6 )

________________________________________________

(1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition.

Income for the year ended December 31, 2021 resulted primarily from the gain on sale of the business of $ 382.2 , as well as the results of operations for the year.

(2) During the fourth quarter of 2021, we liquidated certain recently acquired entities.

As a result of this action, we recorded a net income tax benefit of $ 16.5 within our 2021 consolidated statement of operations, which included an income tax charge of $ 10.9 within continuing operations and an income tax benefit of $ 27.4 within discontinued operations.

(3) Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs in connection with the various dispute resolution matters.

This loss for the year ended December 31, 2023 was partially offset by the arbitration awards received, which are discussed above.

Loss for the years ended December 31, 2022 and 2021 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement.

In addition, and as previously noted, the year ended December 31, 2021 includes a charge of $ 19.9 related to the write-off of historical translation amounts.

(4) Loss for the years ended December 31, 2023, 2022, and 2021 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the years ended December 31, 2022 and 2021, asbestos-related charges for businesses previously disposed of.

(2) Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs incurred in connection with the various dispute resolution matters.

This loss for the year ended December 31, 2023 was partially offset by arbitration awards received, which are discussed above.

Loss for the year ended December 31, 2022 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement.

(3) Loss for the years ended December 31, 2024, 2023, and 2022 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the year ended December 31, 2022, asbestos-related charges for businesses previously disposed of.

Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur.

As a result, it is possible that the resulting gains/losses on previous business divestitures may be materially adjusted in subsequent periods.

Net cash used in discontinued operations for the year ended December 31, 2024 related primarily to the final cash payment of South African Rand 480.9 ($ 27.1 at time of payment) made by DBT to MHI during 2024 in connection with the Settlement

Agreement, partially offset by $ 2.0 from the foreign currency forward contract mentioned above.

Net cash used in discontinued operations for the year ended December 31, 2023 related primarily to (i) cash payments of $ 25.3 made by DBT to MHI during 2023 in connection with the Settlement Agreement, and (ii) disbursements of $ 14.7 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, partially offset by recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $ 6.8 mentioned above.

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These disburseme nts were partially offset by proceeds from stock options exercised of $ 1.0 .

Net cash from discontinued operations for the year ended December 31, 2021 related primarily to proceeds received in connection with the sale of Transformer Solutions of $ 620.6 .

In addition, cash flows from discontinued operations included cash flows from operations generated by Transformer Solutions, partially offset by cash flows used in DBT's operations and disbursements related to liabilities retained in connection with other dispositions.

Asbestos Portfolio Sale

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(5) Revenues from Contracts

Summarized below is our policy for recognizing revenue under ASC 606, as well as the various disclosures required by ASC 606.

Summarized below is our policy for recognizing revenue under, as well as the various disclosures required by, ASC 606.

Performance Obligations - Certain of our contracts are comprised of multiple deliverables, which can include hardware and software components, installation, maintenance, and extended warranties.

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Remaining performance obligations represent performance obligations that have yet to be satisfied.

As a practical expedient, we do not disclose performance obligations (i) that are part of a contract that has an original expected duration of less

than one year and/or (ii) where our right to consideration corresponds directly to the value transferred to the customer.

As a practical expedient, we do not disclose performance obligations (i) that are part of a contract that has an original expected duration of less than one year and/or (ii) where our right to consideration corresponds directly to the value transferred to the customer.

Performance obligations for contracts with an original duration in excess of one year that have yet to be satisfied as of the end of a period primarily relate to our aids to navigation systems, communication technologies products, large process cooling systems, as well as certain of our transportation systems.

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Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products sold.

net asset recorded for incremental costs incurred to obtain or fulfill contracts, after consideration of the practical expedient mentioned above, is not material to our consolidated financial statements.

The net asset recorded for incremental costs incurred to obtain or fulfill contracts, after consideration of the practical expedient mentioned above, is not material to our consolidated financial statements.

Nature of Goods and Services, Satisfaction of Performance Obligations, and Payment Terms

Our HVAC product lines include package and process cooling equipment, residential and commercial boilers, electrical heating and ventilation products, and engineered air movement solutions.

Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, construction and reconstruction of cooling towers and other components, and providing installation, replacement/spare parts and various other services.

Our HVAC product lines include package and process cooling equipment and services, residential and commercial boilers, electrical heating and ventilation products, and engineered air movement and handling solutions.

Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, construction and reconstruction of cooling

towers and other components, and providing installation, replacement/spare parts and various other services.

Performance obligations related to equipment and components are satisfied at the time of shipment or delivery (i.e., control is transferred at a point in time).

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Disaggregated Revenues

We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are effected by economic factors, with such disaggregation presented below for the years ended December 31, 2023, 2022, and 2021:

We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31, 2024

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Major product lines

Package and process cooling equipment and services, and engineered air movement solutions $ 683.2 $ — $ 683.2

Package and process cooling equipment and services, and engineered air movement and handling solutions $ 884.0 $ — $ 884.0

Boilers, electrical heating, and ventilation 480.7 — 480.7

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In general, we receive payments from customers based on a billing schedule established in our contracts.

During the years ended December 31, 2023 and 2022, changes in contract balances were not materially impacted by any other factors besides the acquisition of ASPEQ and TAMCO.

During the year ended December 31, 2024, changes in contract balances were not materially impacted by any other factors besides the acquisition of Ingénia.

At December 31, 2024, Contract Account Receivables and current contract liabilities attributable to Ingénia were $ 17.1 and $ 0.1 , respectively.

During 2024, we recognized revenues of $ 54.4 related to our contract liabilities at December 31, 2023.

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(1) Includes short-term lease cost of $ 2.9 and $ 3.5 , for the years ended December 31, 2024 and 2023, respectively .

Supplemental cash flow information related to leases was as follows:

Supplemental cash flow information related to leases is as follows:

December 31, 2024 December 31, 2023

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(7) Information on Reportable Segments

We are a global supplier of highly specialized, engineered solutions with operations in 15 countries and sales in over 100 countries around the world.

We are a global supplier of highly specialized, engineered solutions with operations in over 15 countries and sales in over 100 countries around the world.

In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification.

We have aggregated our operating segments into the following two reportable segments:

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The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment.

In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification.

Segment Income is determined before considering impairment and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition-related costs.

This is consistent with the way our CODM evaluates the results of each segment.

Our CODM, the President and Chief Executive Officer, uses revenue and segment income to evaluate the results of each operating segment.

Segment Income is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs.

There have been no changes in the basis of segmentation or measurement of Segment Income during 2024.

Our CODM assesses revenue and Segment Income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources.

The only significant segment expense categories reviewed by our CODM are total selling, general, and administrative expense and cost of products sold.

Our CODM does not review asset or liability information for our operating segments as this information is not used to assess performance or allocate resources.

HVAC Reportable Segment

Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement solutions for the HVAC industrial and power generation markets, as well as boilers and electrical heating and ventilation products for the residential, industrial, and commercial markets.

Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement and handling solutions for the HVAC industrial, commercial, data center, and power generation markets, as well as boilers and electrical heating and ventilation products for the residential, industrial, and commercial markets.

The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers.

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Corporate Expense

Corporate expense generally relates to the operating cost of our Charlotte, North Carolina corporate headquarters.

Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina.

Financial data for our reportable segments for the years ended December 31, 2024, 2023, and 2022 were as follows:

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HVAC reportable segment

Revenues $ 1,364.7 $ 1,122.3 $ 913.8

Cost of products sold 843.8 712.8 636.0

Selling, general and administrative expense 197.0 175.1 142.3

Segment income $ 323.9 $ 234.4 $ 135.5

Detection and Measurement reportable segment

Revenues $ 619.2 $ 618.9 $ 547.1

Cost of products sold 338.9 354.8 299.9

Selling, general and administrative expense 143.6 145.3 133.1

Segment income $ 136.7 $ 118.8 $ 114.1

Consolidated revenues $ 1,983.9 $ 1,741.2 $ 1,460.9

HVAC reportable segment $ 234.4 $ 135.5 $ 107.7

Detection and Measurement reportable segment 118.8 114.1 92.9

Total income for segments 353.2 249.6 200.6

Consolidated income for segments 460.6 353.2 249.6

Corporate expense 53.6 58.4 68.6

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Long-term incentive compensation expense 15.0 13.4 10.9

Amortization of intangible assets 43.9 28.5 21.6

Amortization of acquired intangible assets 64.5 43.9 28.5

Impairment of goodwill and intangible assets (2)

Special charges, net 3.6 0.8 0.4

Other operating (income) expense, net (3)

9.0 74.9 ( 4.1 )

Other operating expense, net (3)

Consolidated operating income $ 308.3 $ 221.9 $ 51.0

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United States $ 1,640.8 $ 1,454.1 $ 1,223.5

Canada 111.3 48.4 17.3

China 64.9 53.7 51.0

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United States $ 275.5 $ 292.4 $ 275.0

Canada 83.3 11.9 3.3

Other 25.7 29.1 31.7

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(1) Represents cost incurred in connection with acquisitions of $ 5.8 , $ 1.9 , and $ 3.3 , including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with these acquisitions of $ 3.6 , $ 1.1 and $ 2.6 , during the years ended December 31, 2023, 2022 and 2021, respectively.

The year ended December 31, 2021 also includes a non-cash impairment charge of $ 1.8 .

(2) The year ended December 31, 2022 includes impairment charges of $ 12.9 related to the goodwill and trademarks of ULC Robotics (“ULC”) and $ 0.5 related to certain other trademarks.

The year ended December 31, 2021 includes impairment charges of $ 29.5 related to the goodwill and trademarks of ULC and $ 0.5 related to certain other trademarks.

(1) Represents integration costs incurred in connection with acquisitions of $ 7.2 , $ 5.8 , and $ 1.9 , including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with these acquisitions of $ 1.8 , $ 3.6 and $ 1.1 , during the years ended December 31, 2024, 2023 and 2022, respectively.

(2) The year ended December 31, 2022 includes impairment charges of $ 12.9 related to the goodwill and trademarks of our ULC Robotics (“ULC”) business and $ 0.5 related to certain other trademarks.

(3) The year ended December 31, 2024 includes a charge of $ 8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.

The year ended December 31, 2023 includes a charge of $ 9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment .

The year ended December 31, 2022 includes a loss on

the Asbestos Portfolio Sale of $ 73.9 as well as charges of $ 2.3 for asbestos product liability matters incurred prior to the Asbestos Portfolio Sale, partially offset by a reduction in the fair value/liability associated with contingent consideration related to the ECS acquisition of $ 1.3 .

For 2021, includes income of $ 24.3 and $ 6.7 related to the reduction of the liabilities associated with contingent consideration for the ULC and ECS acquisitions, respectively, partially offset by charges of (i) $ 26.3 for asbestos product liability matters and (ii) $ 0.6 related to revisions to the liability associated with the contingent consideration for the Sensors & Software acquisition.

The year ended December 31, 2022 includes a loss on the Asbestos Portfolio Sale of $ 73.9 , as well as charges of $ 2.3 for asbestos product liability matters incurred prior to the Asbestos Portfolio Sale, partially offset by a reduction in the fair value/liability associated with contingent consideration related to the acquisition of Enterprise Control Systems Ltd (“ECS”), which was completed in 2021, of $ 1.3 .

(4) Revenues are included in the above geographic areas based on the country that recorded the revenue.

(5) Our CODM does not review asset information for our reportable segments as this information is not used to assess performance or allocate resources.

(8) Special Charges, Net

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Employee termination costs $ 2.4 $ 0.8 $ 0.1

Facility consolidation costs 0.3 — —

Non-cash asset write-downs 0.9 — 0.3

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2024 Charges:

Cash Costs, Net Non-Cash

Costs Facility

Consolidation

Costs Non-Cash

Write-downs Total

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Total $ 2.4 $ 0.3 $ 0.9 $ 3.6

HVAC – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

This action resulted in the termination of 1 employee.

Detection & Measurement – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment's location and inspection businesses.

This action resulted in the termination of 14 employees.

HVAC – Charges for 2024 related primarily to recording severance costs associated with restructuring actions at three of the segment’s cooling businesses and one of the segment’s electrical heating businesses.

These actions resulted in the termination of 34 employees.

In addition, the actions resulted in asset impairment charges associated with the relocation of certain operations within one of the segment’s electrical heating businesses.

Detection & Measurement – Charges for 2024 related primarily to recording severance costs associated with restructuring actions at the segment’s location and inspection and aids to navigation businesses.

These actions resulted in the termination of 9 employees.

In addition, the actions resulted in operating lease termination costs and asset impairment charges associated with relocation of certain operations within one of the segment’s location and inspection businesses.

2023 Charges:

Cash Costs, Net Non-Cash

Costs Facility Consolidation Costs Non-Cash

Write-downs Total

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HVAC – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

This action resulted in the termination of 1 employee.

Detection & Measurement – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s location and inspection businesses.

This action resulted in the termination of 14 employees.

Detection & Measurement – Charges for 2022 related to asset impairment charges associated with the relocation of certain operations at the segment’s aids to navigation business.

2022 Charges:

Cash Costs, Net Non-Cash

Costs Facility Consolidation Costs Non-Cash

Write-downs Total

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Total $ 0.1 $ — $ 0.3 $ 0.4

HVAC — Charges for 2021 related to severance costs associated with a restructuring action at one of the segment’s heating businesses.

HVAC — Charges for 2022 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

This action resulted in the termination of 2 employees.

Detection & Measurement — Charges for 2021 related primarily to severance costs associated with restructuring actions at the segment's location and inspection businesses.

The action resulted in the termination of 44 employees.

Detection & Measurement — Charges for 2022 related to asset impairment charges associated with the relocation of certain operations at the segment’s aids to navigation business.

The following is an analysis of our restructuring liabilities for the years ended December 31, 2024, 2023, and 2022:

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(1) The year ended December 31, 2022 excluded $ 0.3 of non-cash charges that impacted special charges but not the restructuring liabilities.

(1) The year ended December 31, 2024, 2023, and 2022 excluded $ 0.9 , $ 0.0 , $ 0.3 , respectively, of non-cash charges that impacted special charges but not the restructuring liabilities.

(9) Inventories, Net

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(1) Reflects (i) goodwill acquired with the TAMCO and ASPEQ acquisitions of $ 51.3 and $ 191.1 , respectively, and (ii) an increase in ITL’s goodwill of $ 0.8 resulting from revisions to the valuation of certain assets and liabilities.

As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the TAMCO and ASPEQ acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

(1) Reflects (i) goodwill acquired with the Ingénia acquisition of $ 142.4 and (ii) an increase in ASPEQ ’ s and TAMCO ’ s goodwill of $ 3.9 and $ 1.7 , respectively, resulting from revisions to the valuation of certain assets and liabilities.

The changes in the carrying amount of goodwill, for the year ended December 31, 2023, were as follows:

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Combinations (1)

Impairments (2)

Impairments Foreign

Translation December 31,

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(1) Reflects (i) goodwill acquired with the ITL acquisition of $ 10.8 , (ii) and increase in Sealite’s goodwill of $ 0.2 resulting from revisions to the valuation of certain assets and liabilities, and (iii) an increase in Cincinnati Fan's goodwill of $ 8.9 resulting from revisions to the valuation of certain assets and liabilities.

(2) During the fourth quarter of 2022, in connection with the annual impairment analyses of ULC's goodwill and indefinite-lived intangible assets, we determined that the carrying value of ULC's net assets exceeded fair value of the business, resulting in an impairment charge of $ 12.9 , with $ 12.0 related to goodwill and $ 0.9 to the ULC trademarks.

After such impairment charge, ULC had no goodwill and $ 5.4 of trademarks included in our consolidated balance sheet as of December 31, 2022.

(1) Reflects (i) goodwill acquired with the ASPEQ and TAMCO acquisitions of $ 191.1 and $ 51.3 , respectively, and (ii) an increase in ITL ’ s goodwill of $ 0.8 resulting from revisions to the valuation of certain assets and liabilities.

Identifiable intangible assets were as follows:

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(1) The identifiable intangible assets associated with the TAMCO acquisition consist of customer relationships of $ 60.4 , technology of $ 9.4 , definite-lived trademarks of $ 3.2 , and backlog of $ 1.0 .

The identifiable intangible assets associated with the ASPEQ acquisition consist of customer relationships of $ 142.3 , technology of $ 47.8 , and backlog of $ 4.5 .

(2) Includes $ 51.5 of indefinite-lived trademarks associated with the ASPEQ acquisition.

(1) The gross carrying value of identifiable intangible assets acquired with the Ingénia acquisition consist of technology of $ 46.7 , customer relationships of $ 23.5 , definite-lived trademarks of $ 13.9 , and backlog of $ 13.8 .

Amortization expense was $ 64.5 , $ 43.9 and $ 28.5 for the years ended December 31, 2024, 2023, and 2022, respectively.

Estimated amortization expense is approximately $ 46.0 for 2024 and each of the four years thereafter.

Estimated amortization expense is approximately $ 57.0 for 2025, $ 53.0 for 2026, $ 52.0 for 2027, $ 51.0 for 2028, and $ 50.0 for 2029.

At December 31, 2024, the net carrying value of intangible assets with determinable lives consisted of $ 379.4 in the HVAC reportable segment and $ 104.1 in the Detection and Measurement reportable segment.

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Our quantitative analysis of trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions.

During the fourth quarter of 2023, we performed a quantitative analysis on the goodwill of our Engineered Air Movement (“EAM”) reporting unit (the aggregation of our Cincinnati Fan and TAMCO businesses).

The EAM analysis indicated that the fair value of its net assets exceeded the related carrying value by approximately 30 %.

A change in assumptions used in EAM's quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in the reporting unit’s estimated fair value being less than the carrying value.

If EAM is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill.

As of December 31, 2023, EAM’s goodwill totaled $ 106.7 .

In addition, the fair value of the assets related to the ASPEQ acquisition approximate their carrying value.

If ASPEQ is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related its goodwill or indefinite-lived intangible assets.

As of December 31, 2023, ASPEQ's goodwill and indefinite-lived intangible assets totaled $ 191.1 and $ 51.5 , respectively.

We concluded during the third quarter of 2021 that the operating and financial performance milestones related to the ULC contingent consideration would not be achieved, resulting in the reversal of the related liability of $ 24.3 , with the offset recorded to “Other operating (income) expense, net.” We also concluded that the lack of achievement of these milestones, along with lower than anticipated future cash flows, were indicators of potential impairment related to ULC’s indefinite-lived intangible assets and goodwill.

As such, we performed quantitative analyses of ULC’s goodwill and indefinite-lived intangible assets for impairment during the third quarter of 2021.

Based on such testing, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business.

As a result, we recorded an impairment charge of $ 24.3 during the third quarter, with $ 23.3 related to goodwill and the remainder to trademarks.

In connection with our annual impairment analyses of ULC’s goodwill and indefinite-lived intangibles, during the fourth quarter of 2021, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business by $ 5.2 .

As a result, we recorded impairment charges of $ 4.9 and $ 0.3 related to the business’s goodwill and trademarks, respectively.

As previously discussed, our fourth quarter 2022 quantitative analysis of the ULC reporting unit resulted in an impairment charge of $ 12.9 , with $ 12.0 related to goodwill and $ 0.9 to the ULC trademarks.

During the fourth quarter of 2024, we performed our analyses on the goodwill of our reporting units.

The fair value of the assets related to the Ingénia acquisition approximate their carrying value.

If Ingénia is unable to achieve its current financial forecast, or there is a change in assumptions used in Ingénia’s analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to its goodwill.

As of December 31, 2024, Ingénia’s goodwill totaled $ 133.6 .

During the fourth quarter of 2024, in connection with the annual impairment analyses of indefinite-lived intangible assets, we determined that the implied value of ASPEQ’s trademarks approximated their carrying value.

If ASPEQ is unable to achieve its current revenue forecast, or there is a change in assumptions used in ASPEQ’s analysis (e.g., projected revenues and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks.

As of December 31, 2024, ASPEQ’s trademarks totaled $ 51.5 .

During the fourth quarter of 2022, in connection with the annual impairment analyses of ULC’s goodwill and indefinite-lived intangible assets, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business, resulting in an impairment charge of $ 12.9 , with $ 12.0 related to goodwill and $ 0.9 to the ULC trademarks.

After such impairment charge, ULC has no remaining goodwill and $ 5.4 of trademarks included in our consolidated balance sheet as of December 31, 2024.

During 2024, 2023, and 2022, we recorded impairment charges of $ 0.0 , $ 0.0 , and $ 0.5 , respectively, related to certain other trademarks.

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During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans (collectively, the “ Canadian Pension Plans ” ).

The Company is currently seeking regulatory approval for the wind-up, and we expect the process to be completed during 2025.

This action had no material impact on the consolidated financial statements for the year ended December 31, 2023.

Th e Company has received regulatory approval for the wind-up and we expect the process to be completed during 2025.

This action had no material impact on the consolidated financial statements for the years ended December 31, 2024 and 2023.

Defined Benefit Pension Plans

Plan assets — Our investment strategy is based on the long-term growth and protection of principal while mitigating overall risk to ensure that funds are available to pay benefit obligations.

The domestic plan assets are invested in a broad range of

investment classes, including fixed income securities and domestic and international equities.

The domestic plan assets are invested in a broad range of investment classes, including fixed income securities and domestic and international equities.

We engage various investment managers who are regularly evaluated on long-term performance, adherence to investment guidelines and the ability to manage risk commensurate with the investment style and objective for which they were hired.

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Government securities 34.4 — 34.4 —

Government securities 13.9 — 13.9 —

Equity securities:

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Short-term investments (5)

17.4 14.7 2.7 —

Total $ 295.5 $ 14.7 $ 279.9 $ 0.9

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pension plans in amounts equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus additional amounts that may be approved from time to time.

During 2023 , we made no contributions to our qualified domestic pension plans and made direct benefit payments of $ 5.4 to our non-qualified domestic pension plans.

In 2024, we do not expect to make any minimum required funding contributions to our

qualified domestic pension plans and expect to make direct benefit payments of $ 5.2 to our non-qualif ied domestic pension plans.

In 2023, we made contr ibutions o f $ 1.8 to our foreign pension plans.

During 2024 , we made no contributions to our qualified do mestic pension plans and made direct benefit payments of $ 5.5 to our non-qualified domestic pension plans.

In 2025, we expect to make contributions of $ 2.0 to our qualified domestic pension plans and expect to make direct benefit payments of $ 5.0 to our non-qualif ied domestic pension plans.

In 2024, we made contr ibut ions of $ 1.6 to our foreign pension plans.

In 2025, we expect to make contributions of $ 1.2 to our foreign pension plans.

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2028 22.2 4.2

2029 21.9 4.2

Subsequent five years 86.8 25.4

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1.4 5.6 ( 1.6 )

Total net periodic pension benefit (income) expense $ 9.8 $ 0.6 $ ( 4.6 )

Total net periodic pension benefit expense $ 4.7 $ 9.8 $ 0.6

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Amortization of unrecognized prior service costs — — 0.1

Recognized net actuarial (gains) losses (1)

5.5 6.4 ( 1.8 )

Total net periodic pension benefit (income) expense $ 4.7 $ 4.6 $ ( 4.2 )

Recognized net actuarial losses (1)

Total net periodic pension benefit expense $ 1.6 $ 4.7 $ 4.6

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(1) Consists of our reported actuarial (gains) losses and the difference between actual and expected returns on plan assets.

(1) Consists primarily of our reported actuarial losses and the difference between actual and expected returns on plan assets.

Assumptions — Actuarial assumptions used in accounting for our domestic and foreign pension plans were as follows:

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Postretirement Benefit Plans

Transfer of Retiree Life Insurance Benefits - On February 17, 2022, we transferred our existing liability under the SPX Postretirement Benefit Plans (the “Plans”) for a group of participants with retiree life insurance benefits to an insurance carrier for consideration paid to the insurance carrier of $ 10.0 .

This transaction resulted in a settlement loss of $ 0.7 recorded to “Other

income (expense), net” during 2022.

In addition, and in connection with this transfer, we remeasured the assets and liabilities of the Plans as of the transfer date, which resulted in an actuarial gain of $ 0.4 recorded to “Other income (expense), net”.

Transfer of Retiree Life Insurance Benefits — On February 17, 2022, we transferred a portion of our existing liability under the SPX Postretirement Benefit Plans (the “Plans”) for a group of participants with retiree life insurance benefits to an insurance carrier for consideration paid to the insurance carrier of $ 10.0 .

This transaction resulted in a settlement loss of $ 0.7 recorded to

“Other expense, net” during 2022.

Employer Contributions and Future Benefit Payments — Our postretirement medical plans are unfunded and have no plan assets, but are instead funded by us on a pay-as-you-go basis in the form of direct benefit payments or policy premium payments.

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Interest cost 1.2 1.4

Loss on settlement of retiree life insurance benefits — 0.7

Actuarial (gains) losses 0.2 ( 7.0 )

Transfer to insurance carrier for cash consideration — ( 10.0 )

Actuarial losses 0.1 0.2

Benefits paid ( 4.0 ) ( 4.0 )

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Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits $ ( 4.1 ) $ ( 7.2 )

The actuarial gains and losses for our postretirement benefit plans in 2023 and 2022 were primarily related to a change in the discount rate used to measure the benefit obligations of those plans.

The actuarial losses for our postretirement benefit plans in 2024 and 2023 were prim arily related to a change in the discount rate used to measure the benefit obligations of those plans.

The net periodic postretirement benefit income included the following components:

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Compensation expense is recorded based on the market value of shares as the shares are contributed to employee accounts.

We recorded $ 9.8 i n 2023, and $ 7.8 in 2022 and 2021, as compensation expense related to the matching contribution.

We recorded $ 10.9 i n 2024, $ 9.8 in 2023, and $ 7.8 in 2022, as compensation expense related to the matching contribution.

Certain collectively-bargained employees participate in the DC Plan with company contributions not being made in SPX common stock, although SPX common stock is offered as an investment option under these plans.

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Lastly, these assets are accounted for as trading securities.

During each of 2023, 2022 and 2021, we recorded compensation expense of $ 0.2 relating to our matching contributions to the SRSP.

During 2024, 2023, and 2022, we recorded compensation expense of $ 0.4 , $ 0.2 , and $ 0.2 , respectively relating to our matching contributions to the SRSP.

(12) Income Taxes

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Changes in valuation allowance ( 0.4 ) % ( 1.0 ) % ( 19.6 ) %

( 1.0 ) % ( 19.6 ) % 47.9 %

Share-based compensation ( 4.3 ) % ( 1.0 ) % ( 6.4 ) %

Capital loss (1)

— % — % ( 42.5 ) %

Goodwill impairment and basis adjustments — % — % ( 3.9 ) %

Statutory rate changes — % — % 2.1 %

Adjustments to contingent consideration — % — % ( 0.9 ) %

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(1) During the fourth quarter of 2021, we generated a capital loss in connection with the liquidation of certain recently acquired entities.

All but $ 2.0 of the income tax benefit associated with the capital loss has been reflected in “Gain (loss) from discontinued operations, net of tax” in the accompanying consolidated statement of operations for the year ended December 31, 2021.

As such, the capital loss had only a minimal impact on our effective income tax rate for continuing operations during the year ended December 31, 2021.

(1) The income tax benefit associated with the loss of $ 73.9 on the Asbestos Portfolio Sale totaled $ 1.1 .

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

We periodically assess deferred tax assets to determine if they are likely to be realized and the adequacy of deferred tax liabilities, incorporating the results of local, state, federal and foreign tax audits in our estimates and judgments.

At December 31, 2024, we h ad $ 14.7 of federal, $ 154.5 of state, and $ 211.4 of foreign tax loss carryforwards available.

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However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax planning strategies are no longer viable.

Our valuation allowance increased by $ 6.1 in 2023 and decreased by $ 20.7 in 2022.

Our valuation allowance increased by $ 1.8 in 2024 and increased by $ 6.1 in 2023.

The 2024 increase was primarily driven by the generation of certain attributes in foreign jurisdictions where we believe it is more likely than not that such attributes will not be realized.

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taxation upon the remittance of dividends and under certain other circumstances.

It is not practicable to estimate the amount of a deferred tax liability related to the

undistributed earnings of our foreign subsidiaries in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.

It is not practicable to estimate the amount of a deferred tax liability related to the undistributed earnings of our

foreign subsidiaries in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.

Unrecognized Tax Benefits

A s of December 31, 2023, we had gross and net unrecognized tax benefits of $ 2.2 .

A s of December 31, 2024, we had gross and net unrecognized tax ben efits of $ 3.7 and $ 3.1 , respectively .

All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.

Similarly, at December 31, 2022 and 2021, we had gross unreco gnized tax benefits of $ 4.5 (net unrecognized tax benefits of $ 4.0 ) and $ 7.1 (net unrecognized tax benefits of $ 6.4 ), respect ively.

Similarly, at December 31, 2023 and 2022, we had gross unrecognized tax benefits of $ 2.2 (net unrecognized tax benefits of $ 2.2 ) and $ 4.5 (net unrecognized tax benefits of $ 4.0 ), respectively.

We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision/benefit.

As of December 31, 2023, gross and net accrued interest total ed $ 1.3 , while the related amounts as of December 31, 2022 and 2021 were $ 1.9 (net accrued interest of $ 1.7 ) and $ 2.6 (net accrued interest of $ 2.2 ), respectively.

As of December 31, 2024, gross and net accrued interest tota led $ 1.4 , while the related amounts as of December 31, 2023 and 2022 were gross accrued interest of $ 1.3 (net accrued interest of $ 1.3 ) and $ 1.9 (net accrued interest of $ 1.7 ), respectively.

Our income tax provision for the years ended December 31, 2024, 2023, and 2022 included gross interest income of $ 0.1 , $ 0.2 , and $ 0.6 , respectively, resulting from adjustments to our liability for uncertain tax positions.

As of December 31, 2023, 2022, and 2021, we had no accrua l for penalties included in our unrecognized tax benefits.

As of December 31, 2024, 2023, and 2022, we had no accrual for penalties included in our unrecognized tax benefits.

Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $ 1.0 .

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In December 2021, the OECD issued model rules for a new global minimum tax framework ( “ Pillar Two ” ), and various governments around the world have issued, or are in the process of issuing, legislation to implement these rules.

The Company is within the scope of the OECD Pillar Two model rules and is assessing the impact thereof.

As of December 31, 2023, we believe the implementation of these rules will not have a material impact on our financial results.

The Company is within the scope of the OECD Pillar Two model rules and continues to assess the ultimate impact thereof.

As of December 31, 2024, we have accrued $ 1.8 related to these taxes.

Other Tax Matters

During 2024, our income tax provision was impacted most significantly by (i) $ 11.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $ 0.7 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets.

During 2023, our income tax provision was impacted most significantly by (i) $ 2.3 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets as we now expect to realize these deferred tax assets, (ii) $ 1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $ 1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.

During 2022, our income tax provision was impacted most significantly by (i) the loss on the Asbestos Portfolio Sale (see Note 4) which generated a tax benefit of only $ 1.1 , (ii) a tax benefit of $ 4.7 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, primarily due to the 2022 Holding Company Reorganization (see Note 1), (iii) $ 3.0 of tax benefits related to statute expirations and other revisions to liabilities for uncertain tax positions, and (iv) $ 1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.

During 2021, our income tax provision was impacted most significantly by (i) earnings in jurisdictions with lower statutory tax rates, (ii) $ 4.3 of income tax benefits related to various valuation allowance adjustments, primarily due to foreign tax credits

for which the future realization is now considered likely, and (iii) a benefit of $ 3.5 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims, partially offset by $ 13.2 of tax expense associated with global intangible low-taxed income created by the liquidation of various entities.

liabilities for uncertain tax positions, and (iv) $ 1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.

We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that a tax position meets the criteria of the Income Taxes Topic of the Codification.

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As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.

In 2021, the Internal Revenue Service (“IRS”) concluded its audit of our 2013, 2014, 2015, 2016 and 2017 federal income tax returns.

In connection with such, we recorded a tax benefit of $ 2.2 during the year ended December 31, 2021 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims.

We are not currently under examination by the Internal Revenue Service and the statue of limitations has closed for 2018 and 2019.

We believe any contingencies in open years are adequately provided for.

Federal income tax returns are subject to examination for a period of three years after filing the return.

We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for.

State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns.

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(1) The revolving loan facility was utilized as the initial funding mechanism for the TAMCO and ASPEQ acquisitions and was repaid with the funds borrowed on the Incremental Term Loan (see additional discussion below) and cash generated from operations.

(2) As noted below, we amended our senior credit agreement on April 21, 2023, with the amendment making available an incremental term loan facility (“Incremental Term Loan”) in the amount of $ 300.0 .

The proceeds from the Incremental Term Loan were primarily used to fund the acquisition of ASPEQ.

(3) The term loans are repayable in quarterly installments equal to 0.625 % of the initial term loan balances of $ 545.0 , beginning in December 2023 and in each of the first three quarters of 2024, and 1.25 % during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027.

(1) The revolving loan facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as the primary funding mechanism for the Ingénia acquisition.

(2) The term loans are repayable in quarterly installments equal to 1.25 % of the initial term loan balances of $ 545.0 , in all quarters of 2025 and 2026, and the first two quarters of 2027.

The remaining balances are payable in full on August 12, 2027.

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(4) Primarily includes balances under a purchase card program of $ 1.1 and $ 1.9 and finance lease obligations of $ 1.2 and $ 0.5 at December 31, 2024 and December 31, 2023, respectively.

The purchase card program allows for payment beyond the normal

payment terms for goods and services acquired under the program.

The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program.

As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

(5) “Other” includes the impact of amortization of debt issuance costs associated with the term loans.

During the second quarter of 2023 we capitalized $ 1.3 of debt issuance costs associated with the Incremental Term Loan.

Maturities of long-term debt payable during each of the five years subsequent to December 31, 2024 are $ 27.6 , $ 27.7 , $ 550.3 , $ 0.2 , and $ 0.1 , respectively.

Senior Credit Facilities

On April 21, 2023 (the “Incremental Amendment Effective Date”), we entered into an Incremental Facility Activation Notice (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”), among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.

The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $ 300.0 , which was available in up to three drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023.

On August 30, 2024, we entered into a Second Amendment to the Amended and Restated Credit Agreement and Incremental Facility Activation Notice (the “Second Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the lenders party thereto, and certain domestic subsidiaries of the Company, as guarantors, which amended our prior Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”) with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.

The Second Amendment increases the aggregate revolving credit commitments under the Credit Agreement from $ 500.0 to $ 1,000.0 and makes certain conforming changes and other amendments to the Credit Agreement.

We expect to utilize the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.

In connection with the Second Amendment, we capitalized $ 2.6 of debt issuance costs within “Other assets” on the consolidated balance sheet as of December 31, 2024.

On April 21, 2023, we entered into an Incremental Facility Activation Notice with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amended the Amended and Restated Credit Agreement, dated as of August 12, 2022, among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent (“Incremental Amendment”).

The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.

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The credit facilities (the “Senior Credit Facilities”) under the Credit Agreement consist of the following at December 31, 2024 (each with a final maturity of August 12, 2027):

• Term loan facilities in an aggregate principal amount of $ 545.0 ($ 245.0 and $ 300.0 related to our original term loan and the Incremental Term Loan, respectively);

• Term loan facilities with original aggregate principal amounts of $ 545.0 ($ 245.0 and $ 300.0 related to our original term loan and the Incremental Term Loan, respectively);

• A multicurrency revolving credit facility, available for loans and letters of credit in Dollars, Euro, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $ 1,000.0 (with sub-limits equal to the equivalents of $ 200.0 for financial letters of credit, $ 50.0 for non-financial letters of credit, and $ 150.0 for non-U.S.

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• Requires that we maintain a Consolidated Interest Coverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 3.00 to 1.00;

• Allows SPX to seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments in respect of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount not to exceed (x) the greater of (i) $ 200.0 and (ii) the amount of Consolidated EBITDA (as defined in the Credit Agreement) for the four fiscal quarters ended most recently before the date of determination, plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination secured by liens to Consolidated EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 2.75 :1.00, plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility;

voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility;

• Establishes per annum fees charged and applies interest rate margins to all the credit facilities under the Credit Agreement, other than the Incremental Term Loan, as follows:

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We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125 % per annum and 0.25 % per annum, respectively.

SPX Enterprises, LLC, the direct wholly owned subsidiary of the Company, is the borrower under each of above facilities, and SPX may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility.

SPX Enterprises, LLC, a direct wholly owned subsidiary of the Company, is the borrower under each of above facilities, and SPX may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility.

All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.

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Mandatory prepayments will be applied first to repay amounts outstanding under any term loans and then to amounts outstanding under the revolving credit facility (without reducing the commitments thereunder).

No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in the business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds.

No prepayment is required generally to the extent the net proceeds are reinvested (or committed to

be reinvested) in permitted acquisitions, permitted investments or assets to be used in the business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds.

We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty.

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If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $ 100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after September 1, 2015 equal to the sum of (i) $ 100.0 plus (ii) a positive amount equal to 50 % of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100 % of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments.

At December 31, 2023, we had $ 489.2 of available borrowing capacity under our revolving credit facilities, after giving effect to $ 10.8 reserved for outstanding letters of credit.

At December 31, 2024, we had $ 909.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $ 80.0 and $ 11.0 reserved for outstanding letters of credit.

In addition, at December 31, 2024, we had $ 8.0 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 17.0 reserved for outstanding letters of credit.

At December 31, 2024, we were in compliance with all covenants of our Credit Agreement.

As mentioned previously, during the second quarter of 2023, we capitalized $ 1.3 of debt issuance costs associated with the Incremental Term Loan.

During the second quarter of 2023, we capitalized $ 1.3 of debt issuance costs associated with the Incremental Term Loan.

In connection with an August 2022 amendment of the Credit Agreement, we recorded charges of $ 1.1 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of the unamortized deferred financing costs totaling $ 0.7 and transaction costs of $ 0.4 .

Additionally, $ 1.5 of fees paid in connection with the August 2022 amendment were capitalized, with $ 1.2 related to our revolving loans and $ 0.3 related to the initial term loan.

During 2021, we reduced the issuance capacity of our then-existing foreign credit instrument facilities resulting in a charge of $ 0.2 to “Loss on amendment/refinancing of senior credit agreement” associated with the write-off of unamortized deferred financing costs.

Other Borrowings and Financing Activities

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As of December 31, 2024 and 2023, the participating businesses had $ 1.1 and $ 1.9 , respectively, outstanding under this arrangement.

We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $ 60.0 .

Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not

exceed the $ 60.0 program limit.

During the third quarter of 2024, we renewed for a period of 12 months, and increased the capacity of, our trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $ 100.0 .

Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not exceed the $ 100.0 program limit.

The facility contains representations, warranties, covenants and indemnities customary for facilities of this type.

The facility does not contain any covenants that we view as materially constraining to the activities of our business.

In addition, we maintain uncommitted line of credit facilities in China and South Africa available to fund operations in these regions, when necessary, and at the discretion of the lender.

At December 31, 2023, the aggregate amount of borrowing capacity under these facilities was $ 20.0 , while there were no borrowings outstanding.

In addition, we maintain an uncommitted line of credit facility in China which is available to fund operations in this region, when necessary, at the discretion of the lender.

At December 31, 2024, the aggregate amount of borrowing capacity under this facility was $ 10.0 , while there were no borrowings outstanding.

Company-owned Life Insurance

The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date.

The Company has the ability to monetize its investment in the COLI policies as an additional source of liquidity.

At December 31, 2023, the Company had not monetized any of its existing COLI policies’ cash surrender value.

The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity.

During 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies, after which minimal capacity to borrow against the policies remains.

Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.

The amounts borrowed incur interest at a weighted-average rate of 5.3 %.

See Note 1 for additional details of the COLI policies.

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Interest Rate Swaps

We previously maintained interest rate swap agreements that matured in March 2021 and effectively converted borrowings under our senior credit facilities to a fixed rate of 2.535 %, plus the applicable margin.

In 2020 we entered into additional interest swap agreements (“Swaps”).

The Swaps have a remaining notional amount of $ 218.8 , cover the period through November 2024, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin.

We have designated, and are accounting for, our Swaps as cash flow hedges.

In connection with an August 2022 amendment of the Credit Agreement, the Swaps were amended to be based on SOFR as opposed to LIBOR.

In 2020, we entered into interest swap agreements (“Initial Swaps”) that covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin.

In September 2024, commensurate with the Second Amendment, we entered into additional interest rate swap agreements (“Additional Swaps”).

The Additional Swaps have a notional amount of $ 524.6 , cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin.

We have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.

In connection with an August 2022 amendment of the Credit Agreement, the Initial Swaps were amended to be based on SOFR as opposed to LIBOR.

As mentioned in Note 3, we applied the optional expedient per ASU No.

2021-01, and 2022-06 and, thus, continue to designate and account for our interest rate swap agreements as cash flow hedges.

As of December 31, 2023 and 2022, the unrealized gain, net of tax, recorded in AOCI was $ 5.7 and $ 11.0 , respectively.

In addition, the fair value of our interest rate swap agreements was $ 7.5 (with $ 7.5 recorded as a current asset) as of December 31, 2023, and $ 14.7 (with $ 8.7 recorded as a current asset and $ 6.0 as a non-current asset) as of December 31, 2022.

2021-01, and 2022-06 and, thus, continued to designate and account for the Initial Swaps as cash flow hedges.

As of December 31, 2024 and 2023, the unrealized gain, net of tax, recorded in AOCI was $ 2.6 a nd $ 5.7 , respectively.

In addition, as of December 31, 2024 and 2023, the fair value of our interest rate swap agreements was $ 3.4 (with $ 2.7 recorded as a current asset and $ 0.7 as a non-current asset) and $ 7.5 recorded as a current asset, respectively.

Changes in fair value of our interest rate swap agreements are reclassified into earnings as a component of interest expense when the forecasted transaction impacts earnings.

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Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations.

Our principal currency exposures relate to the South African Rand, British Pound Sterling, and Euro.

From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”).

Our principal currency exposures relate to the South African Rand, British Pound Sterling, Canadian Dollar, and Euro.

From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies which manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”).

Certain of our FX forward contracts are designated as cash flow hedges.

Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings.

In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.

We had FX forward contracts with an aggregate notional amount of $ 22.9 and $ 9.4 outstanding as of December 31, 2024 and 2023, respectively, with all of the $ 22.9 scheduled to mature within one year.

There were no unrealized gains/losses recorded in AOCI related to FX forward contracts designated as cash flow hedges as of December 31, 2024 and 2023.

The fair value of our FX forward contracts was less than $ 0.1 at December 31, 2024 and 2023.

In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $ 24.9 at the time of execution) and a fair value of $ 1.3 , which is included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023, all of which are scheduled to mature within one year.

In addition to the above, we entered FX forward contracts associated with the Settlement Agreement to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $ 24.9 at the time of execution) and a fair value of $ 1.3 , which was included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023.

We designated and accounted for these FX forward contracts as fair value hedges.

These FX forward contracts matured during the third quarter of 2024 commensurate with the final payment under the Settlement Agreement, resulting in cash received of $ 2.0 presented within “Net cash used in discontinued operations” within the consolidated statement of cash flows for the year ended December 31, 2024.

Refer to Note 4 for additional details.

Commodity Contracts

For our Transformer Solutions business, we historically entered into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials.

As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions, which has been presented within discontinued operations.

Immediately prior to the sale, we extinguished the existing commodity contracts and reclassified from AOCI a net loss of $ 0.6 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 2021.

Prior to extinguishment, we designated and accounted for these contracts as cash flow hedges and the change in fair value was included in AOCI.

We reclassified amounts associated with our commodity contracts out of AOCI when the forecasted transaction impacted earnings.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, and interest rate swaps and FX forward contracts.

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, interest rate swaps, and FX forward contracts.

These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world.

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Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”).

These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters, product liability matters (which, prior to the Asbestos Portfolio Sale, were predominately associated with alleged exposure to asbestos-containing materials), and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).

These claims relate to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims), environmental matters, claims for contingent consideration on prior acquisitions, product liability matters (which, prior to the Asbestos Portfolio Sale, were predominately associated with alleged exposure to asbestos-containing materials), and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).

Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance, among other lines of coverage, and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.

Our recorded liabilities related to these matters, primarily associated with environmental matters, totaled $ 37.9 and $ 39.5 at December 31, 2023 and 2022, respectively.

Our recorded liabilities related to these matters, primarily associated with environmental matters, tota led $ 39.9 and $ 37.9 at December 31, 2024 and 2023, respectively.

Of these amounts , $ 32.0 and $ 29.4 are included in “Other long-term liabilities” within our consolidated balance sheets at December 31, 2024 and 2023, respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

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As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings.

These variances relative to current expectations could have a material impact on our financial position and results of operations.

These variances relative to current expectations could have a material impact on our financial position and results of operations in future periods.

Claim for Contingent Consideration Related to ULC Acquisition

In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for additional cash consideration of up to $ 45.0 under an earn-out provision.

During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration were achieved.

On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit that commenced in August 2022 seeking contingent consideration of $ 15.0 , prejudgment interest on that amount, and attorney's fees.

The settlement agreement required a payment by us to the seller of ULC of $ 8.4 , which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within the consolidated statement of operations for the year ended December 31, 2024.

We expect this payment to be tax deductible in future periods.

Resolution of Dispute with Former Representative

On January 18, 2024, a jury ruled that one of our businesses within the Detection and Measurement reportable segment had breached its contract and implied duties of good faith and fair dealings in connection with an agreement entered into with a former representative.

On January 26, 2024, we negotiated a settlement requiring a payment to the former representative of $ 9.0

to resolve all claims related to the matter.

This amount was recorded to “Other operating (income) expense, net” within the consolidated statement of operations for the year ended December 31, 2023.

On January 18, 2024, a jury ruled that one of our businesses within the Detection and Measurement reportable segment had breached its contract and implied duties of good faith and fair dealing in connection with an agreement entered into with a former representative.

On January 26, 2024, we negotiated a settlement requiring a payment to the former representative of $ 9.0 to resolve all claims related to the matter.

This amount was recorded to “Other operating expense, net” within the consolidated statement of operations for the year ended December 31, 2023 and paid during the first quarter of 2024.

Asbestos Matters

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As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have been removed from our consolidated balance sheets effective November 12, 2022.

During the years ended December 31, 2022 and 2021 our (receipts) payments for asbestos-related claims, net of respective insurance recoveries of $ 31.6 and $ 53.9 , were $ 20.1 , and $( 0.3 ), respectively.

The year ended December 31, 2021 includes insurance proceeds of $ 15.0 , associated with the settlement of an asbestos insurance coverage matter.

During the years ended December 31, 2022 and 2021 , we recorded charges of $ 24.2 and $ 51.2 , respectively, as a result of changes in estimates associated with the liabilities and assets related to asbestos-related claims.

Of these charges, $ 18.8 and $ 48.6 were reflected in “Income from continuing operations before income taxes” for the years ended December 31, 2022 and 2021, respectively, and $ 5.4 and $ 2.6 , respectively, were reflected in “Ga in (loss) on disposition of discontinued operations, net of tax.”

During the year ended December 31, 2022, our payments for asbestos-related claims, net of respective insurance recoveries of $ 31.6 , were $ 20.1 .

During the year ended December 31, 2022, we recorded charges of $ 24.2 as a result of changes in estimates associated with the liabilities and assets related to asbestos-related claims.

Of these charges, $ 18.8 were reflected in “Income from continuing operations before income taxes” and $ 5.4 were reflected in “L oss on disposition of discontinued operations, net of tax.”

Large Power Projects in South Africa

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During that time, the business environment surrounding these projects was difficult, as DBT, along with many other contractors on the projects, experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers.

Since substantial completion of the works, DBT’s remaining responsibilities related largely to resolution of various claims, primarily between itself and MHI, the remaining prime contractor.

As noted below, SPX and DBT entered into a Settlement Agreement with MHI during the third quarter of 2023.

Prior to the Settlement Agreement, DBT had asserted claims against MHI of approximately South African Rand 1,000.0 (or $ 54.4 ) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT.

Although it was reasonably possible that some loss may have been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $ 153.2 ), we were unable to estimate the potential loss or range of potential loss associated with these claims due to the (i) lack of support provided by MHI for these claims;

(ii) complexity of contractual relationships between the end customer, MHI, and DBT;

(iii) legal interpretation of the contract provisions and application of South African law to the contracts;

and (iv) unpredictable nature of any dispute resolution processes that may have occurred in connection with these claims.

Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including favorable arbitration rulings during 2023 related to awards for (i) costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $ 7.0 ) during the first quarter of 2023 and (ii) recovery of legal costs related to arbitration proceedings of $ 6.8 during the second quarter of 2023, with such amounts recorded within “Gain (loss) on disposition of discontinued operations, net of tax.”

Resolution of Remaining Prime Contractor Claims - We have invested, and would have continued to invest, significant management and financial resources to defend and pursue the above matters.

On September 5, 2023, SPX Technologies and DBT entered into the Settlement Agreement with MHI to affect the negotiated resolution of all outstanding claims between the parties with respect to the large power projects.

DBT had asserted claims against the remaining prime contractor, MHI, and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT.

On September 5, 2023, DBT and SPX entered into the Settlement Agreement to resolve all claims between the parties with respect to the two large power projects.

The Settlement Agreement provides for full and final settlement and the mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc.

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Refer to Note 4 for additional details.

Claim against Surety - On February 5, 2021, DBT received payment of $ 6.7 on bonds issued in support of performance by one of DBT’s subcontractors.

The subcontractor maintains a right to seek recovery o f such amount and, thus, the amount received by DBT has not been reflected in our consolidated statements of operations.

Claim for Contingent Consideration Related to ULC Acquisition

In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for additional cash consideration of up to $ 45.0 upon achievement of certain operating and financial performance milestones.

At the time of the acquisition, we recorded a liability of $ 24.3 , which represented the estimated fair value of the contingent consideration.

During the third quarter of 2021, we concluded that the operational and financial performance milestones noted above were not achieved.

As a result, we reversed the liability of $ 24.3 during the third quarter of 2021, with the offset recorded to “Other operating (income) expense, net.”

On August 23, 2022, the seller of ULC initiated a breach-of-contract lawsuit against us in the United States District Court for the Eastern District of New York claiming that it is entitled to a portion of the additional cash consideration linked to certain operating performance milestones totaling $ 15.0 .

If successful with their claim the plaintiff is also eligible to recover prejudgment interest and attorney's fees.

We have defenses against the claim and, thus, while we do not believe we have a probable loss associated with the claim, it is reasonably possible we may incur a loss associated with it.

Claim against Surety - On February 5, 2021, DBT received payment of $ 6.7 on bonds issued in support of performance by one of DBT’s subcontractors that is currently in liquidation.

The subcontractor or liquidator maintain rights to seek recovery o f such amount and, thus, the amount received by DBT has not been reflected in our consolidated statements of operations.

Litigation Matters

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Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows.

We had liabilities for site investigation and/or remediation at 16 sites, that we own or control, as of December 31, 2023 ( 17 sites as of December 31, 2022).

In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

We had liabilities for site investigation and/or remediation at 16 sites, that we own or control, as of December 31, 2024 and 2023.

Our environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites.

Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties.

Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans.

It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated.

We generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries.

We generally do not discount our environmental accruals and do not reduce them by anticipated insurance, litigation or other recoveries.

We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.

In the case of contamination at offsite, third-party disposal sites, as of December 31, 2023 and December 31, 2022, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years.

In the case of contamination at offsite, third-party disposal sites, as of December 31, 2024 and 2023, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years.

These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal.

These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site.

We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our consolidated financial statements.

We are considered a “de minimis” potentially responsible party at most of the sites.

We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted.

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We record a liability when it is both probable and the amount can be reasonably estimated.

In our opinion, after considering accruals established for such purposes, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

In our opinion, after considering accruals established for such purposes of $ 27.4 and $ 24.1 at December 31, 2024 and 2023, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

That said, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

Self-Insured Risk Management Matters

We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability.

Our accruals for risk management

matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and generally are not discounted.

Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted.

We consider a number of factors, including third-party actuarial valuations, when making these determinations.

We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts;

This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.

however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.

Executive Agreements

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Income from continuing operations $ 201.8 $ 144.7 $ 19.8

Income (loss) from discontinued operations, net of tax $ ( 54.8 ) $ ( 19.6 ) $ 366.4

Loss from discontinued operations, net of tax $ ( 1.3 ) $ ( 54.8 ) $ ( 19.6 )

Weighted-average number of common shares used in basic income per share 46.187 45.545 45.345

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Common Stock and Treasury Stock

On May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $ 100.0 of our common stock, subject to maintaining compliance with all covenants of our Credit Agreement.

On May 14, 2024, May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $ 100.0 of our common stock, subject to maintaining compliance with all covenants of our Credit Agreement.

Pursuant to this authorization, during the second quarter of 2022, we repurchased 0.707 shares of our common stock for aggregate cash payments of $ 33.7 .

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Restricted stock units — 0.191 0.191

Share repurchases — ( 0.707 ) ( 0.707 )

Other 0.340 — 0.340

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Restricted stock units — 0.115 0.115

Share repurchases — ( 0.707 ) ( 0.707 )

Other 0.268 — 0.268

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In some instances, such as death, disability, or retirement, stock may vest concurrently with or following an employee’s termination.

PSU’s are eligible to vest at the end of the performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Capital Goods Index, while the RSU’s vest based on the passage of time since grant date.

PSU’s are eligible to vest at the end of the performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index, while the RSU’s vest based on the passage of time since grant date.

PSU’s and RSU’s that do not vest within the applicable vesting period are forfeited.

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Compensation expense within income from continuing operations related to PSU’s, RSU’s and stock options totale d $ 15.0 , $ 13.4 and $ 10.9 for the years ended December 31, 2024, 2023, and 2022, respectively, with the related tax benefit being $ 2.6 , $ 2.3 and $ 1.7 for the years ended December 31, 2024, 2023, and 2022, respectively.

In years prior to 2019, annual long-term cash awards were granted to executive officers and other members of senior management.

These awards were eligible to vest at the end of a three-year performance measurement period, with performance based on our achievement of a target segment income amount over the three-year measurement period.

Long-term incentive compensation expense for 2023, 2022, and 2021 included $ 0.0 , $ 0.0 and $( 0.1 ), respectively, associated with long-term cash awards.

We use the Monte Carlo simulation model valuation technique to determine fair value of our restricted stock awards that contain a market condition (i.e., the PSU’s).

The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each PSU.

We issued PSU’s to eligible participants on March 1, 2023, 2022, and 2021.

We issued PSU’s to eligible participants on February 28, 2024, March 1, 2023, and March 1, 2022.

We used the following assumptions in determining the fair value of these awards:

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Return for SPX

March 1, 2023

February 28, 2024

SPX 32.26 % — % 4.41 % 49.34 %

Peer group within S&P 600 Capital Goods Index 43.92 % n/a 4.60 %

Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index 37.00 % n/a 4.41 %

March 1, 2023

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Stock Options

On March 1, 2023, 2022, and 2021, we granted stock options totaling 0.074 , 0.105 , and 0.105 , respectively.

On February 28, 2024, March 1, 2023, and March 1, 2022, we granted stock options totaling 0.052 , 0.074 , and 0.105 , respectively.

The exercise price per share of these options is $ 116.40 , $ 71.93 , and $ 48.97 , resp ectively, and the maximum contractual term of these options is ten years .

The fair value of each stock option granted on March 1, 2023, 2022, and 2021 was $ 31.20 , $ 19.33 , and $ 23.49 , respectively.

The fair value of each stock option granted on February 28, 2024 and March 1, 2023 and 2022, was $ 50.84 , $ 31.20 , and $ 19.33 , respectively.

The fair value of each option grant was estimated using a Black-Scholes option-pricing model with the following assumptions:

March 1, 2023 March 1, 2022 March 1, 2021

February 28, 2024 March 1, 2023 March 1, 2022

Annual expected stock price volatility 37.43 % 37.15 % 38.62 %

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Expected life of stock option (in years) 6.0 6.0 6.0

Annual expected stock price volatility for the March 1, 2023, 2022, and 2021 grants were based on a weighted average of SPX’s stock volatility since the Spin-Off and an average of the most recent six-year historical volatility of a peer company group.

Annual expected stock price volatility for the February 28, 2024 and March 1, 2023 and 2022 grants were based on a weighted-average of SPX’s stock volatility of the most recent six-year historical volatility of a peer company group.

There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future.

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Balance at December 31, 2023 $ 251.0 $ 5.7 $ 4.4 $ 261.1

Other comprehensive income before reclassifications 11.9 1.5 — 13.4

Other comprehensive income (loss) before reclassifications ( 32.1 ) 3.3 — ( 28.8 )

Amounts reclassified from accumulated other comprehensive income — ( 6.4 ) ( 2.3 ) ( 8.7 )

Current-period other comprehensive income (loss) 11.9 ( 5.3 ) ( 3.0 ) 3.6

Current-period other comprehensive loss ( 32.1 ) ( 3.1 ) ( 2.3 ) ( 37.5 )

Balance at December 31, 2024 $ 218.9 $ 2.6 $ 2.1 $ 223.6

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Balance at December 31, 2022 $ 239.1 $ 11.0 $ 7.4 $ 257.5

Other comprehensive income (loss) before reclassifications ( 13.6 ) 11.7 0.1 ( 1.8 )

Other comprehensive income before reclassifications 11.9 1.5 — 13.4

Amounts reclassified from accumulated other comprehensive income — ( 6.8 ) ( 3.0 ) ( 9.8 )

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Gains on qualifying cash flow hedges:

FX forward contracts $ — $ ( 0.1 ) Revenues

Swaps $ ( 8.7 ) $ ( 9.3 ) Interest expense

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Gains on pension and postretirement items:

Amortization of unrecognized prior service credits - Pre-tax $ ( 3.9 ) $ ( 4.4 ) Other income (expense), net

Amortization of unrecognized prior service credits - Pre-tax $ ( 3.1 ) $ ( 3.9 ) Other expense, net

Income taxes 0.8 0.9

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There were no transfers between the three levels of the fair value hierarchy for the periods presented.

Valuation Methods Used to Measure Fair Value on a Non-Recurring Basis

Parent Guarantees and Bonds Associated with Balcke Dürr — In connection with the 2016 sale of Balcke Dürr, existing parent company guarantees and bank surety bonds, which totaled approximately Euro 79.0 and Euro 79.0 , respectively, remained in place at the time of sale.

These guarantees and bonds provided protections for Balcke Dürr customers in regard to advance payments, performance, and warranties on projects in existence at the time of sale.

In addition, certain bonds related to lease

obligations and foreign tax matters in existence at the time of sale.

Balcke Dürr and the acquirer of Balcke Dürr provided us an indemnity in the event that any of the bonds were called or payments were made under the guarantees.

In connection with the sale, we recorded a liability for the estimated fair value of the guarantees and bonds for the estimated fair value of the cash collateral and indemnities provided.

As of December 31, 2021, the guarantees had expired and bonds had been returned.

Summarized below is the liability along with the change in the liability during 2021.

December 31, 2021

Guarantees and Bonds Liability

Balance at beginning of year $ 1.8

Reduction/Amortization for the period (1)

Impact of changes in foreign currency rates ( 0.1 )

Balance at end of period $ —

___________________________

(1) We reduced the liability generally at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds.

We recorded the reduction of the liability to “Other income (expense), net.”

Contingent Consideration for the Sensors & Software, ECS, and ULC Acquisitions — In connection with the acquisition of Sensors & Software in 2020, the sellers were eligible for additional cash consideration of up to $ 3.8 , with payment of such contingent consideration dependent upon the achievement of certain milestones.

Contingent Consideration for the Sensors & Software and ECS Acquisitions — In connection with the acquisition of Sensors & Software, Inc.

in 2020, the sellers were eligible for additional cash consideration of up to $ 3.8 , with payment of such contingent consideration dependent upon the achievement of certain milestones.

The fair value of contingent consideration totaled $ 1.3 , and was paid during 2022.

In connection with the acquisition of ECS in 2021, the seller was eligible for additional cash consideration of up to $ 16.0 , with payment of such contingent consideration dependent upon the achievement of certain milestones.

During 2021, we concluded that the probability of achieving the financial performance milestones had lessened due to a delay in the execution of certain large orders, resulting in a reduction of the contingent fair value/liability of $ 6.7 .

During the first and second quarters of 2022, we concluded the probability of achieving the financial performance milestones had lessened due to additional delays in the execution of certain large orders.

Thus, during 2022 we reduced the fair value/liability by $ 1.3 , with such amounts recorded to “Other operating income (expense), net.” The estimated fair value of such contingent consideration was $ 0.0 at December 31, 2023 and December 31, 2022 as we determined no additional cash consideration was due to the seller.

As it relates to the ULC acquisition, and as indicated in Note 10, we concluded during the third quarter of 2021 that the operating and financial milestones related to the ULC contingent consideration were not achieved, resulting in the reversal of the related liability of $ 24.3 .

During 2022, we concluded the probability of achieving the financial performance milestones had lessened due to delays in the execution of certain large orders.

Thus, during 2022 we reduced the fair value/liability by $ 1.3 , with such amounts recorded to “Other operating expense, net.” No additional cash consideration was paid to the seller.

We estimate the fair value of contingent consideration based on the probability of the acquired business achieving the applicable milestones.

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill.

Based on these inputs, the contingent consideration is classified within Level 3 of the valuation hierarchy.

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analyses, including long-lived assets, indefinite-lived intangible assets and goodwill.

We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill.

Any resulting asset impairment would require that the instrument be recorded at its fair value.

Any resulting asset impairments result in the asset being recorded at its fair value.

Based on these inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.

Refer to Note 10 for additional details.

Valuation Methods Used to Measure Fair Value on a Recurring Basis

Derivative Financial Instruments — Our financial derivative assets and liabilities include commodity contracts (until the sale of Transformer Solutions), interest rate swaps, and FX forward contracts, valued using models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions.

Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps and FX forward contracts, and are valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions.

Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy.

We have not made any adjustments to the inputs obtained from the independent sources.

Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active.

Based on our continued ability to enter into forward contracts and interest rate swap agreements, we consider the markets for our fair value instruments active.

We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

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The value is updated annually, during the first quarter, based on the investee ’ s most recent audited financial statements.

During the years ended December 31, 2023, 2022, and 2021, we recorded gains (losses) of $ 3.6 , $( 3.0 ) a nd $ 11.8 , respectively, to “Other income (expense), net” related to changes in the estimated fair value of such equity security.

Based on these inputs, the equity security is classified within Level 3 of the valuation hierarchy.

During the years ended December 31, 2024, 2023, and 2022, we recorded gains (losses) of $( 4.2 ), $ 3.6 and $( 3.0 ), respectively, to “Other expense, net” related to changes in the estimated fair value of such equity security.

As of December 31, 2024 and 2023, the equity security had an estimated fair value of $ 35.2 and $ 39.4 , respectively, recorded in “Other assets” on the consolidated balance sheets.

We are restric ted from transferring this investment without approval of the manager of the investee.

We are restricted from transferring this investment without approval of the manager of the investee.

Indebtedness — The estimated fair value of our debt instruments as of December 31, 2024 and December 31, 2023 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

See Note 13 for fur ther details.

(18) Subsequent Events

On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc.

We purchased Ingénia for net cash consideration of CAD 398.8 (or $ 295.7 at the time of payment) which was funded through borrowings on our revolving credit facilities under our Credit Agreement.

The post-acquisition results of Ingénia will be reflected within our HVAC reportable segment.

(18) Subsequent Event

On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc.

(“KTS”) which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry.

We purchased KTS for net cash consideration of approximately $ 342.0 , inclusive of amounts paid related to future service obligations of existing employees.

The acquisition was funded through borrowings on our revolving credit facilities under our Credit Agreement.

The post-acquisition results of KTS will be reflected within our Detection and Measurement reportable segment.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data