7 unchanged sentences
We are monitoring the availability of certain raw materials that are supplied by businesses in the countries impacted by these conflicts.
−Removed: However, at this time, we do not expect the potential impact to be material to our operating results.
−Removed: These conflicts have created additional demand for certain products within our communication technologies business.
+Added: However, at this time, we do not expect the potential adverse impact to be material to our operating results.
+Added: These conflicts have created significant additional demand for certain products within our communication technologies business.
The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.
−Removed: Supply Chain Disruptions, Labor Shortages, and Cost Increases
−Removed: The impact of the COVID-19 pandemic on our operating results throughout 2024 and 2023 was minimal.
−Removed: However, during January 2022, there was an increase in pandemic cases at certain of our manufacturing facilities, which resulted in a high-level of absenteeism at such facilities during the month.
−Removed: In addition, since the second half of 2021, certain of our businesses experienced supply chain disruptions, as well as labor shortages, while all of our businesses experienced increases in raw material, component, and transportation costs.
−Removed: The combination of these matters negatively impacted our operating results during the first half of 2022, as we experienced lower absorption of manufacturing costs and, in some cases, the negative impact of cost increases on fixed-price customer contracts.
−Removed: Throughout 2024 and 2023, we experienced more stable labor and supply chain environments and continue to actively manage these matters.
+Added: Impacts of Tariffs and Other Cost Increases
+Added: Beginning in 2025, the U.S.
+Added: government announced significant additional tariffs on goods imported to the U.S., which have subsequently been modified, including by extending the date the announced tariffs would become applicable.
+Added: In response, certain governments have announced significant retaliatory tariffs on goods imported from the U.S.
+Added: We continue to analyze the impact of these announced tariffs on our business.
+Added: While these new tariffs did not have a direct material impact on our results of operations in fiscal year 2025, we are unable to determine the full impact of such tariffs, if implemented on announced terms, on our results of operations or general economic conditions in relevant global and North American markets.
+Added: We believe that our diverse set of businesses, along with our strong balance sheet and available liquidity, position us well to manage the direct adverse impacts of the announced tariffs.
+Added: We have taken actions to manage near-term costs and cash flows, and implemented actions to address potential material sourcing challenges we could face over the near-term.
+Added: Lastly, we will continue to assess the actual and expected impacts of the tariffs and the need for further actions.
Executive Overview
Revenues for 2025 totaled $2,265.1, compared to $1,983.9 in 2024 (and $1,741.2 in 2023).
+Added: The increase in revenues during 2025, compared to 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment and (ii) organic revenue growth within the HVAC and Detection and Measurement reportable segments.
The increase in revenues during 2024, compared to 2023 was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment.
−Removed: Revenues for 2024, compared to 2023, within our Detection and Measurement reportable segment increased slightly, with foreign currency translation benefits offset by a minor organic revenue decline.
−Removed: The organic revenue growth within the HVAC reportable segment was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
−Removed: These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets mainly during the first quarter of 2024.
−Removed: The minor organic revenue decline within the Detection and Measurement reportable segment was primarily driven by lower project volumes within our communication technologies business associated with a larger-than-typical project that executed throughout 2023 and completed in the first quarter of 2024, partially offset by higher project volumes at our aids to navigation business.
−Removed: Project volumes within our Detection and Measurement reportable segment can vary from period to period based on execution timing.
−Removed: The increase in revenues during 2023, compared to 2022, was due primarily to the impact of organic revenue growth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions.
−Removed: The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with both volume and price increases.
−Removed: Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, transportation and aids to navigation businesses.
For 2025 , operating income totaled $350.4 , compared to $308.3 in 2024 (and $221.9 in 2023 ).
−Removed: The increase in operating income in 2024, compared to 2023, was due primarily to (i) higher income from our reportable segments of $107.4, (ii) a charge incurred in 2023 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, and (iii) lower corporate expense of $4.8.
−Removed: These impacts were partially offset by (i) increases during the period, compared to 2023, in intangible asset amortization expense of $20.6, (ii) a charge of $8.4 related to a settlement with the seller of ULC Robotics ( “ ULC ” ) regarding additional contingent consideration, and (iii) an increase o f $2.8 in special charges related to restructuring actions (see Note 8 to our consolidated financial statements for additional details regarding these actions).
−Removed: The increase in income from our reportable segments was primarily due to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable project execution and product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions.
−Removed: The increase in intangible asset amortization expense was driven by the acquisitions mentioned above.
−Removed: The increase in operating income in 2023, compared to 2022, was due primarily to (i) higher income for both our HVAC and Detection and Measurement reportable segments of $103.6, (ii) the loss on the Asbestos Portfolio Sale of $73.9 incurred in 2022, and (iii) lower corporate expense of $10.2 primarily related to higher costs incurred on strategic and transformational initiatives
−Removed: executed during 2022, primarily related to the Asbestos Portfolio Sale, as well as expenses incurred in connection with asbestos-related matters during 2022, prior to the Asbestos Portfolio Sale.
−Removed: The impact of these factors was partially offset by increases in (i) employee compensation, including increases in short-term incentive compensation expense, (ii) intangible asset amortization expense of $15.4, (iii) acquisition-related and other integration costs resulting from the acquisitions of TAMCO and ASPEQ, and (iv) 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.
−Removed: The increase in income for our HVAC reportable segment was primarily due to the organic revenue growth mentioned above and greater absorption of manufacturing costs resulting from higher volumes and more stable labor and supply chain environments, as well as the income associated with the TAMCO and ASPEQ acquisitions.
−Removed: The increase in income for our Detection and Measurement reportable segment was due primarily to the organic revenue growth mentioned above.
−Removed: Operating cash flows from continuing operations totaled $313.1 in 2024, compared to operating cash flows from continuing operations of $243.8 in 2023 (and operating cash flows used in continuing operations of $115.2 in 2022).
−Removed: The increase in cash flows from operating activities in 2024, compared to 2023, was due primarily to (i) cash inflows resulting from the increase in operating income discussed above, exclusive of non-cash expenses (primarily intangible asset amortization and depreciation expense) incurred during the respective periods, (ii) lower income tax payments of $14.9, primarily resulting from the acceleration of certain acquired tax attributes, and (iii) reductions in the level of raw material and component purchases during the 2024 period due to stabilization of the supply chain environment.
−Removed: These impacts were partially offset by (i) additional interest payments of $17.8 due to higher average debt balances resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions, (ii) $11.9 in additional short-term incentive compensation payments, (iii) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (iv) a payment of $8.4 associated with a settlement for additional contingent consideration to the seller of ULC mentioned above.
−Removed: The increase in cash flows from operating activities in 2023, compared to 2022, was due primarily to (i) the increase in income during the period discussed above, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a reduction in the level of elevated purchases of raw materials and components during 2023, primarily within our HVAC reportable segment, due to a more stable supply chain environment, (iv) working capital improvements at certain of our project-related businesses, as cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier (see Note 11 to our consolidated financial statements for additional details).
Additional details on certain matters noted above as well as significant items impacting the financial results for 2025, 2024, and 2023 are as follows:
+Added: • On January 27, 2025, we completed the acquisition of KTS
+Added: ◦ The purchase price for KTS was $340.0, inclusive of amounts related to future service obligations of certain existing employees of $46.5 and net of an adjustment to the purchase price of $2.4 received during 2025 related to acquired working capital.
+Added: ◦ The post-acquisition operating results of KTS are included within our Detection and Measurement reportable segment.
+Added: • On April 15, 2025, we completed the acquisition of Sigma & Omega
+Added: ◦ The purchase price for Sigma & Omega was $143.3 , net of (i) an adjustment to the purchase price of $0.3 received during 2025 related to acquired working capital and (ii) cash acquired of $0.2 .
+Added: ◦ The post-acquisition operating results of Sigma & Omega are included within our HVAC reportable segment.
+Added: • Registered Public Offering
+Added: ◦ On August 12, 2025, the Company entered into an underwriting agreement, pursuant to which the Company agreed to issue and sell in a registered public offering 3.059 shares of the Company's common stock, at a purchase price of $188.0 per share (the “Offering”).
+Added: ◦ The net proceeds to the Company from the Offering, after deducting underwriting discounts, commissions, and offering expenses payable by the Company of $23.9, were $551.1.
+Added: • Financing Activities
+Added: ◦ On September 9, 2025, we amended and restated our senior credit agreement (as amended, the “Amended Credit Agreement ” ) .
+Added: ▪ The amendment provides for committed senior secured financing in the aggregate amount of $2,025.0, including a multicurrency revolving credit facility in an aggregate principal amount up to the equivalent of $1,500.0, and makes certain conforming changes and other amendments.
+Added: ▪ We utilize the credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.
+Added: ◦ During the second quarter of 2025, we renewed our trade receivables financing agreement for the following 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
+Added: ◦ We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date.
+Added: During 2024, we borrowed $41.2 against the cash surrender value of these COLI policies.
+Added: During 2025, we repaid the then-outstanding borrowings totaling $37.4, inclusive of accrued interest.
+Added: ◦ See Note 13 to our consolidated financial statements for additional details.
+Added: • Changes in Estimated Value of an Equity Security - Filtran Group Equity, LLC (“Filtran”)
+Added: ◦ During 2025, we recorded gains of $23.0 within “ Other income (expense), net ” related to increases in the estimated value of an equity security in Filtran that we hold.
+Added: ◦ In the fourth quarter of 2025, Parker-Hannifin Corporation entered into an agreement to acquire the majority of the underlying businesses indirectly held by an investee of Filtran through a planned merger, while Donaldson Company, Inc.
+Added: entered into an agreement to acquire the remaining business on February 2, 2026.
+Added: Based on an updated net asset value provided by the investee considering these transactions, we recorded a gain of $18.5 in the fourth quarter of 2025.
+Added: ◦ See Note 17 to our consolidated financial statements for additional detail.
+Added: • One Big Beautiful Bill Act
+Added: ◦ On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law in the United States and contains a broad range of tax provisions affecting businesses.
+Added: The Act has several provisions which reduced our taxes paid in 2025 by approximately $15.0.
+Added: We have included the impact of the Act in our consolidated balance sheet at December 31, 2025.
+Added: The legislation did not have a material impact on our results of operations.
+Added: • Actuarial Gains/Losses on Pension and Postretirement Plans
+Added: ◦ During 2025, we recorded actuarial losses of $5.5 in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primaril y from decreases in discount rates.
+Added: ◦ See Notes 1 and 11 to our consolidated financial statements for additional details.
+Added: • Facility Expansion
+Added: ◦ During the fourth quarter of 2025, we entered into an agreement to purchase land and buildings related to a new facility.
+Added: This property will be enhanced through acquisition and installation of further machinery and equipment in 2026 to increase the capacity for our engineered air movement and handling and cooling products businesses.
+Added: Total capital expenditures related to these expansion efforts totaled $62.0 in 2025.
• On February 7, 2024, we completed the acquisition of Ingénia
−Removed: ◦ The purchase price for Ingénia was Canadian Dollar (“CAD”) 393.9 (or $292.0 at the time of purchase), 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.
+Added: ◦ The purchase price for Ingénia was $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 operating results of Ingénia are included within our HVAC reportable segment.
• Financing Activities
−Removed: ◦ On August 30, 2024, we entered into an amendment to the Amended and Restated Credit Agreement governing our senior credit facilities (as amended, the “ Credit Agreement ” ) .
−Removed: ◦ The 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.
−Removed: ◦ 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.
−Removed: ◦ During the third quarter of 2024, we renewed, and increased the capacity of, our trade receivables financing agreement for a period of 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available.
−Removed: ◦ See Note 13 to our consolidated financial statements for additional details.
−Removed: • Changes in Estimated Fair Value of an Equity Security
−Removed: ◦ We recorded a loss of $4.2 within “ Other expense, net ” related to decreases in the estimated fair value of an equity security that we hold.
+Added: ◦ On August 30, 2024, we entered into an amendment to the prior iteration of our senior credit agreement.
+Added: ◦ The amendment increased the aggregate revolving credit commitments available under the prior senior credit agreement from $500.0 to $1,000.0 and made certain conforming changes and other amendments.
+Added: ◦ We utilized the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.
+Added: ◦ During the third quarter of 2024, we renewed, and increased the capacity of, our trade receivables financing agreement for a period of 12 months, whereby we could borrow, on a continuous basis, up to $100.0, as available.
+Added: ◦ See Note 13 to our consolidated financial statements for additional details of our indebtedness.
+Added: • Changes in Estimated Value of an Equity Security - Filtran
+Added: ◦ We recorded a loss of $4.2 within “Other income (expense), net” related to decreases in the estimated value of the equity security in Filtran that we hold.
◦ See Note 17 to our consolidated financial statements for additional details.
3 unchanged sentences
• Resolution of Dispute with Seller of ULC
−Removed: ◦ In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for contingent consideration of up to $45.0 under an earn-out provision.
−Removed: ◦ During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration had been achieved.
+Added: ◦ In connection with our acquisition of the ULC Technologies (“ULC”) business in September 2020, the seller of ULC was eligible for contingent consideration of up to $45.0 under an earn-out provision.
+Added: ◦ 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 it commenced in August 2022 seeking contingent consideration of $15.0, prejudgment interest on that amount, and attorney’s fees.
−Removed: ◦ 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 our consolidated statement of operations.
+Added: ◦ 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” within our consolidated statement of operations.
We expect this payment to be tax deductible in future periods.
• Resolution of claims with Prime Contractor of the South Africa Power Projects
−Removed: ◦ On September 5, 2023, SPX and DBT entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a.
+Added: ◦ On September 5, 2023, SPX and our DBT Technologies (PTY) LTD (“DBT”) subsidiary entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a.
Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”).
8 unchanged sentences
• Incremental Term Loan
−Removed: ◦ On April 21, 2023, the prior iteration of the Credit Agreement was amended to provide for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023.
−Removed: ◦ The funds from the additional term loan (“Incremental Term Loan”) were used to partially fund the acquisition of ASPEQ.
−Removed: ◦ See Note 13 to our consolidated financial statements for additional details.
+Added: ◦ On April 21, 2023, a prior iteration of our senior credit agreement was amended to provide for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023.
+Added: ◦ The funds from the additional term loan were used to partially fund the acquisition of ASPEQ.
+Added: ◦ See Note 13 to our consolidated financial statements for additional details of our indebtedness.
• Resolution of Claims with Prime Contractor of South Africa Power Projects
8 unchanged sentences
• Resolution of Dispute with Former Representative
−Removed: ◦ During the fourth quarter of 2023, we recorded a charge within “Other operating expense, net” 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.
−Removed: ◦ See Note 15 to our consolidated financial statements for additional details.
−Removed: • Transfer of Postretirement Life Insurance Benefit Obligation
−Removed: ◦ On February 17, 2022, we transferred a portion of our obligation for life insurance benefits under our postretirement benefit plans to an insurance carrier for cash consideration paid of $10.0.
−Removed: ◦ In connection with the transfer, we recorded a net charge of $0.3 to “Other expense, net.”
−Removed: ◦ See Note 11 to our consolidated financial statements for additional details.
−Removed: • On March 31, 2022, we completed the acquisition of ITL
−Removed: ◦ The purchase price for ITL was $40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $1.1.
−Removed: ◦ The post-acquisition operating results of ITL are included within our Detection and Measurement reportable segment.
−Removed: • Amendment of Senior Credit Agreement
−Removed: ◦ On August 12, 2022, we amended and restated our then-existing credit agreement.
−Removed: ◦ The then-existing credit agreement provided for committed senior secured financing with an aggregate amount of $770.0, with a final maturity of August 12, 2027.
−Removed: ◦ See Note 13 to our consolidated financial statements for additional details.
−Removed: • Settlement and Actuarial Gains and Losses - Pension and Postretirement Plans
−Removed: ◦ In connection with the sale of Transformer Solutions, a significant number of participants of the U.S.
−Removed: Pension Plan (“U.S.
−Removed: Plan”) who were employees of Transformer Solutions elected to receive lump-sum payments from the U.S.
−Removed: ◦ The extent of these lump-sum payments, combined with other lump-sum payments that were made by the U.S.
−Removed: Plan during the first nine months of 2022, required us to record settlement and actuarial losses of $6.2 during this period.
−Removed: ◦ In addition, we recorded settlement and actuarial gains o f $8.0 in t he fourth quarter of 2022 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from the impact of increases in discount rates, partially offset by lower than expected returns on plan assets.
−Removed: ◦ See Notes 1 and 11 to our consolidated financial statements for additional details.
−Removed: • Repurchases of Common Stock — During the second quarter of 2022, we repurchased 706,827 shares of our common stock for $33.7.
−Removed: • Changes in Estimated Fair Value of an Equity Security
−Removed: ◦ We recorded losses of $3.0 within “ Other expense, net ” related to decreases in the estimated fair value of an equity security that we hold.
+Added: ◦ During the fourth quarter of 2023, we recorded a charge within “Other operating expense” 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.
◦ See Note 15 to our consolidated financial statements for additional details.
−Removed: • Asbestos-Related Matters
−Removed: ◦ During the third quarter of 2022, we received a ruling from a North Carolina trial court that certain excess insurance carriers associated with our then-existing asbestos product liability matters are not required to cover the costs of defending suits that are dismissed without an indemnity payment.
−Removed: ◦ As a result of this ruling, we recorded charges of $21.7 during the third quarter, with $16.5 ref lected in “Income from continuing operations before income taxes” and the remainder in “Loss on disposition of discontinued operations, net of tax.”
−Removed: ◦ On November 1, 2022, we completed the Asbestos Portfolio Sale.
−Removed: In connection with the sale, we contributed $138.8 to the divested subsidiaries and recorded a loss on sale of $73.9 .
−Removed: See Notes 1 and 4 to our consolidated financial statements for additional detail.
−Removed: • Impairment of Goodwill and Indefinite-Lived Intangible Assets
−Removed: ◦ During the fourth quarter of 2022, we performed our annual impairment analyses of our goodwill and indefinite-lived intangible assets.
−Removed: As a result of such analyses, we recorded impairment charges of $13.4, with $12.0 related to goodwill and the remainder to trademarks.
−Removed: ◦ See Notes 1 and 10 to our consolidated financial statements for additional details.
Results of Continuing Operations
9 unchanged sentences
We believe we compete effectively on the basis of each of these factors.
−Removed: Non-GAAP Measures — Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions/dives titures.
−Removed: We believe this metric is a useful financial measure for investors in evaluating our operating performance for the periods pre sented, as, when read in conjunction with our revenues, it presents a useful tool to evaluate our ongoing operations and provides investors with a tool they can use to evaluate our management of assets held from period to period.
−Removed: In addition, organic revenue growth (decline) is one of the factors we use in internal evaluations of the overall performance of our business.
−Removed: This metric, however, is not a measure of financial performance under GAAP, should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The following table provides selected financial information for the years ended December 31, 2025, 2024, and 2023, including the reconciliation of organic revenue increase to net revenue increase:
6 unchanged sentences
% of revenues 21.1 % 20.9 % 22.7 %
−Removed: Intangible amortization 64.5 43.9 28.5 46.9 54.0
−Removed: Impairment of goodwill and intangible assets — — 13.4 * *
+Added: Selling, general and administrative — intangible amortization 87.4 64.5 43.9 35.5 46.9
+Added: Impairment of intangible assets 0.7 — — * *
Special charges, net 1.1 3.6 0.8 (69.4) 350.0
−Removed: Other operating expense, net 8.4 9.0 74.9 * *
−Removed: Other expense, net (9.3) (10.1) (15.2) * *
+Added: Other operating expense 0.5 8.4 9.0 * *
+Added: Other income (expense), net 8.5 (9.3) (10.1) * *
Interest expense, net (43.3) (43.6) (25.5) (0.7) 71.0
10 unchanged sentences
* Not meaningful for comparison purposes .
−Removed: Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment.
−Removed: Revenues for 2024, compared to 2023, within the Detection and Measurement reportable segment increased slightly, with foreign currency translation benefits offset by a minor organic revenue decline.
−Removed: The organic revenue growth within the HVAC reportable segment was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
−Removed: These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets mainly during the first quarter of 2024.
−Removed: The minor organic revenue decline within the Detection and Measurement reportable segment was primarily driven by lower project volumes within our communication technologies business associated with a larger-than-typical project that executed throughout 2023 and completed in the first quarter of 2024, partially offset by higher project volumes at our aids to navigation business.
−Removed: Project volumes within our Detection and Measurement reportable segment can vary from period to period based on execution timing.
−Removed: For 2023, the increase in revenues, compared to 2022, was due to the impact of organic revenue growth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions.
−Removed: The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with both volume and price increases.
−Removed: Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, transportation and aids to navigation businesses.
−Removed: Gross Profi t — For 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable project execution and product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions.
−Removed: For 2023, the increase in gross profit and gross profit as a percentage of revenues, compared to 2022, was due primarily to the increase in revenues noted above and greater absorption of manufacturing costs as a result of higher volumes.
−Removed: The higher volumes were aided by improved operational execution resulting from investments in plant automation and more stable labor and supply chain environments, particularly within our HVAC reportable segment.
−Removed: The resulting favorable impact on gross profit as a percentage of revenue was partially offset by less favorable sales mix within our Detection and Measurement reportable segment.
−Removed: Selling, General and Administrative (“SG&A”) Expense — For 2024, the increase in SG&A expense, compared to 2023, was due primarily to incremental SG&A resulting from (i) the acquisitions of Ingénia, ASPEQ, and TAMCO of $20.7 (including integration costs of $3.3), (ii) increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions, and (iii) $1.6 of additional long-term incentive compensation, partially offset by a reduction in corporate expense of $4.8.
−Removed: For 2023, the increase in SG&A expense, compared to 2022, was due primarily to (i) higher employee compensation, inclusive of increases in short-term incentive compensation expense, (ii) increases in sales incentive plan expense driven by the higher revenues mentioned above, (iii) acquisition-related costs and incremental SG&A expenses associated with the acquired TAMCO and ASPEQ businesses, and (iv) higher travel expense.
−Removed: These increases were partially offset by (i) lower costs related to various strategic and transformational initiatives during 2023, as 2022 included significant costs on strategic and transformational initiatives related to the Asbestos Portfolio Sale, and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the Asbestos Portfolio Sale.
−Removed: Intangible Amortization — For 2024, the increase in intangible amortization, compared to 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisition of Ingénia and a full year of amortization for the TAMCO and ASPEQ acquisitions.
−Removed: For 2023, the increase in intangible amortization, compared to 2022, was primarily due to incremental intangible amortization related to backlog and other intangible assets associated with the TAMCO and ASPEQ acquisitions.
−Removed: In addition, 2023 included a full year of amortization related to the ITL acquisition, compared to nine months in the 2022 period.
−Removed: Impairment of Goodwill and Intangible Assets — During 2022, we recorded impairment charges of $12.9 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks.
−Removed: See Note 10 to our consolidated financial statements for additional details.
−Removed: Special Charges, Net — Special charges, net, relate primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines.
+Added: Revenues — For 2025, the increase in revenues, compared to 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment and (ii) organic revenue growth within the HVAC and Detection and Measurement reportable segments.
+Added: For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions within the HVAC reportable segment and (ii) organic revenue growth within the HVAC reportable segment.
+Added: Gross Profi t — For 2025, the increase in gross profit and gross profit as a percentage of revenues, compared to 2024, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, and (ii) favorable project execution and more accretive mix within our HVAC reportable segment.
+Added: For 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable project execution and product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions.
+Added: Selling, General and Administrative (“SG&A”) Expense — For 2025, the increase in SG&A expense, compared to 2024, was due primarily to (i) higher acquisition and integration-related costs of $23.8, (ii) incremental SG&A resulting from the acquisitions of Ingénia, KTS and Sigma & Omega of $12.5, (iii) increases in personnel costs primarily due to annual merit increases and growth-related headcount additions of $4.5, and (iv) higher corporate expense of $3.8.
+Added: For 2024, the increase in SG&A expense, compared to 2023, was due primarily to incremental SG&A resulting from (i) the acquisitions of Ingénia, ASPEQ, and TAMCO of $20.7 (including integration costs of $3.3), (ii) increases in personnel costs,
+Added: primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions, and (iii) $1.6 of additional long-term incentive compensation, partially offset by a reduction in corporate expense of $4.8.
+Added: Selling, General and Administrative - Intangible Amortization — For 2025, the increase in intangible asset amortization, compared to 2024, was p rimarily related to (i) incremental amortization of intangible assets associated with the acquisitions of KTS and Sigma & Omega, and a full year of amortization for the Ingénia acquisition and (ii) higher acquired backlog amortization from the KTS and Sigma & Omega acquisitions compared to Ingénia of $5.7.
+Added: For 2024, the increase in intangible amortization, compared to 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisition of Ingénia and a full year of amortization for the TAMCO and ASPEQ acquisitions.
+Added: Impairment of Intangible Assets — During 2025, we recorded an impairment charge of $0.7 related to the indefinite-lived trademark associated with ULC.
+Added: Special Charges, Net — Special charges, net, relate primarily to recording, and subsequent adjustments of, severance costs and non-cash asset write-downs associated with restructuring actions at businesses within our HVAC and Detection and Measurement reportable segments to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines.
See Note 8 to our consolidated financial statements for the details of actions taken in 2025 , 2024 , and 2023 .
6 unchanged sentences
Total $ 1.1 $ 3.6 $ 0.8
−Removed: Other Operating Expense, Net — During 2024, we recorded a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.
+Added: Other Operating Expense — During 2024, we recorded a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.
See Note 15 to the consolidated financial statements for additional details.
1 unchanged sentence
See Note 15 to the consolidated financial statements for additional details.
−Removed: During 2022, and in connection with the Asbestos Portfolio Sale, we recorded a loss of $73.9.
−Removed: Additionally, prior to the Asbestos Portfolio Sale, we recorded charges of $2.3 for asbestos product liability matters, partially offset by a reduction in the fair value/liability associated with the contingent consideration related to the acquisition of Enterprise Control Systems Ltd (“ECS”), which was completed in 2021, of $1.3.
−Removed: Other Expense, Net — Other expense, net, for 2024 was composed primarily of (i) environmental remediation charges of $6.7, (ii) a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, and (iii) pension and
−Removed: postretirement expense of $4.5 (including actuarial losses of $2.6), partially offset by gains on disposal of property, plant and equipment of $3.2, income derived from company-owned life insurance (“COLI”) policies of $2.3, and foreign currency transaction gains of $0.8.
−Removed: Other expense, net, for 2023 was composed primarily of (i) pensi on and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9 , and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from COLI policies .
−Removed: Other expense , net, for 2022 was composed primarily of $16.5 of asbestos-related charges incurred prior to the Asbestos Portfolio Sale, a loss of $3.0 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.9, and foreign currency transaction losses of $1.1, partially offset by pension and postretirement income (inclusive of net settlement and actuarial gains of $1.5) of $4.4, income of $2.0 derived from COLI policies, and $3.0 of income associated with transition services agreements.
+Added: Other Income (Expense), Net — Other income (expense), net, for 2025 was composed primarily of gains of $23.0 related to changes in the net asset value of our equity interest in Filtran, income of $5.2 derived from COLI policies and a gain of $0.4 related to the settlement of our interest rate swaps which were settled commensurate with the amendment of our Amended Credit Agreement, partially offset by (i) environmental remediation charges of $9.1, (ii) pension and postretirement expense of $8.2 (including net settlement and actuarial losses of $5.8), and (iii) foreign currency transaction losses of $2.5.
+Added: Other income (expense), net, for 2024 was composed primarily of (i) environmental remediation charges of $6.7, (ii) a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, and (iii) pension and postretirement expense of $4.5 (including actuarial losses of $2.6), partially offset by gains on disposal of property, plant and equipment of $3.2, income derived from COLI policies of $2.3, and foreign currency transaction gains of $0.8.
+Added: Other income (expense), net, for 2023 was composed primarily of (i) pensi on and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9 , and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated value of an equity security that we hold and (ii) $0.4 related to income derived from COLI policies .
Interest Expense, Ne t — Interest expense, net, includes both interest expense and interest income.
+Added: The decrease in interest expense, net, during 2025, compared to 2024, was due to an increase in interest income on available cash balances, partially offset by higher interest expense due to higher average debt balances during 2025, despite the impact of the repayment of the borrowings under the revolving credit facility from a portion of the net proceeds of the Offering.
+Added: The higher average debt balances prior to the post-Offering repayment primarily resulted from borrowings associated with acquisitions made during the year.
+Added: Refer to Note 13 to the consolidated financial statements for additional details.
The increase in interest expense, net, during 2024, compared to 2023, was due primarily to higher average debt balances during the 2024 periods, primarily resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions.
Refer to Note 13 to the consolidated financial statements for additional details.
−Removed: The increase in interest expense, net, during 2023, compared to 2022, was the result of higher average debt balances and a higher average effective interest rate during 2023, with the higher average debt balances primarily resulting from borrowings in connection with the TAMCO and ASPEQ acquisitions.
−Removed: Loss on Amendment/Refinancing of Senior Credit Agreement — During 2022, we amended our senior credit agreement.
−Removed: In connection with the amendment, we recorded a charge of $1.1, which consisted of the write-off of a portion of the unamortized deferred financing costs related to our senior credit facilities ($0.7) and certain expenses incurred in connection with the amendment ($0.4).
+Added: Loss on Amendment/Refinancing of Senior Credit Agreement — During 2025, we recorded charges of $1.5 associated with the amendment of our senior credit agreement related to the write-off of a portion of previously unamortized deferred financing costs totaling $1.0 and transaction costs of $0.5.
Income Taxes — During 2025, we recorded an income tax provision of $68.6 on $314.1 of pre-tax income from continuing operations, resulting in an effective rate of 21.8%.
−Removed: The most significant items impacting the income tax provision for 2024 were (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.
+Added: The most significant items impacting the income tax provision for 2025 were (i) $9.3 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $1.4 of tax benefits resulting from increased federal tax credits and incentives.
+Added: During 2024, we recorded an income tax provision of $53.6 on $255.4 of pre-tax income from continuing operations, resulting in an effective rate of 21.0% The most significant items impacting the income tax provision for 2024 were (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, we recorded an income tax provision of $41.6 on $186.3 of pre-tax income from continuing operations, resulting in an effective rate of 22.3% .
The most significant items impacting the income tax provision for 2023 were (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.
−Removed: During 2022, we recorded an income tax provision of $7.3 on $27.1 of pre-tax income from continuing operations, resulting in an effective rate of 26.9%.
−Removed: The most significant item impacting the effective tax rate for 2022 was the $73.9 loss on the Asbestos Portfolio Sale, which generated a tax benefit of only $1.1.
−Removed: In addition, the 2022 effective income tax rate was also impacted by (i) a $4.7 tax benefit 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 Holding Company Reorganization completed in 2022, (ii) $3.0 of tax benefits related to statute expirations and other revisions to liabilities for uncertain tax positions, and (iii) $1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.
Results of Discontinued Operations
Wind-Down of the Heat Transfer Business
−Removed: Following the Spin-Off, we initiated a strategic shift away from the power generation markets.
−Removed: As part of this strategic shift, we sold the dry cooling and Balcke Dürr businesses in 2016 and commenced efforts to sell the Heat Transfer business.
−Removed: After an unsuccessful attempt to sell the Heat Transfer business, we implemented a wind-down plan for the business in 2018.
−Removed: During the fourth quarter of 2020, we completed the wind-down plan, which included providing all products and services on the business’s remaining contracts with customers.
+Added: During the fourth quarter of 2020, we completed a wind-down plan for our Heat Transfer business, 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 for all periods presented.
−Removed: Sale of Transformer Solutions Business
−Removed: On October 1, 2021, we completed the sale of Transformer Solutions pursuant to the terms of the Stock Purchase Agreement dated June 8, 2021.
−Removed: We transferred all of the outstanding common stock of Transformer Solutions to GE-Prolec Transformers, Inc.
−Removed: (the “Purchaser”) and Prolec GE Internacional, S.
−Removed: for an aggregate cash purchase price of $645.0 (the “Transaction”).
−Removed: 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.
−Removed: During 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $13.9.
−Removed: We have classified the business as a discontinued operation in our consolidated financial statements for all periods presented.
−Removed: See Notes 1 and 4 to our consolidated financial statements for additional details.
Wind-Down of DBT Business
−Removed: As the culmination of our strategic shift away from power generation markets, we completed the wind-down of our DBT business during the fourth quarter of 2021.
+Added: We completed the wind-down of our DBT business during the fourth quarter of 2021 after it ceased all operations, including those related to two large power projects in South Africa (Kusile and Medupi).
As a result, we are reporting DBT as a discontinued operation in our consolidated financial statements for all periods presented.
−Removed: As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, MHI, of approximately South African Rand 1,000.0 (or $53.2) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT.
−Removed: 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 $149.7), 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;
−Removed: (ii) complexity of contractual relationships between the end customer, MHI, and DBT;
−Removed: (iii) legal interpretation of the contract provisions and application of South African law to the contracts;
−Removed: and (iv) unpredictable nature of any dispute resolution processes that had occurred or may have occurred in connection with these claims.
−Removed: 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.
−Removed: On September 5, 2023, DBT and SPX entered into the Settlement Agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa.
+Added: On September 5, 2023, DBT and SPX entered into the Settlement Agreement with MHI.
The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc.
15 unchanged sentences
2025 2024 2023
−Removed: Transformer Solutions
Loss from discontinued operations $ (1.5) $ (0.6) $ (69.0)
−Removed: $ — $ — $ (0.6)
−Removed: Income tax benefit — — 0.9
−Removed: Income from discontinued operations, net — — 0.3
−Removed: Loss from discontinued operations (2)
−Removed: (0.6) (69.0) (17.3)
Income tax benefit (provision) — (0.1) 15.3
8 unchanged sentences
________________________________________________
−Removed: (1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition.
+Added: (1) Loss for the years ended December 31, 2025 and 2024 related primarily to costs incurred to support DBT through a liquidation process related to a subcontractor engaged by DBT during the Kusile project.
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.
−Removed: 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.
−Removed: (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.
−Removed: Results of Reportable Segments
+Added: (2) Loss for the years ended December 31, 2024, and 2023 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.
+Added: Results of Reportable Segments and Corporate Expense
The following information should be read in conjunction with our consolidated financial statements and related notes.
1 unchanged sentence
See Note 7 to our consolidated financial statements for a description of each of our reportable segments.
−Removed: Non-GAAP Measures — Throughout the following discussion of reportable segments, we use “organic revenue” growth (decline) to facilitate explanation of the operating performance of our segments.
−Removed: Organic revenue growth (decline) is a non-GAAP financial measure, and is not a substitute for net revenue growth (decline).
−Removed: Refer to the explanation of this measure and purpose of use by management under “Results of Continuing Operations — Non-GAAP Measures.”
HVAC Reportable Segment
3 unchanged sentences
Revenues $ 1,518.2 $ 1,364.7 $ 1,122.3 11.2 21.6
−Removed: Income 323.9 234.4 135.5 38.2 73.0
+Added: Segment Income 372.6 323.9 234.4 15.0 38.2
% of revenues 24.5 % 23.7 % 20.9 %
4 unchanged sentences
Net revenue increase 11.2 21.6
−Removed: Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions and (ii) organic revenue growth.
−Removed: The organic revenue growth was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
−Removed: These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets mainly during the first quarter of 2024.
−Removed: For 2023, the increase in revenues, compared to 2022, was due primarily to (i) organic revenue growth driven primarily by increased sales of cooling products and (ii) the impact of the TAMCO and ASPEQ acquisitions.
−Removed: The increase in organic revenue was associated with volume increases, primarily of cooling products, resulting from greater plant throughput and more stable labor and supply chain environments, and price increases.
−Removed: Income — For 2024, the increase in income, compared to 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.
−Removed: For 2023, the increase in income, compared to 2022, was due primarily to the impact of the revenue growth mentioned above.
−Removed: For 2023, the increase in margin, compared to 2022, was due primarily to price increases and greater absorption of manufacturing costs as a result of higher volumes, as well as favorable sales mix primarily associated with acquisitions.
−Removed: The higher volumes were aided by improved operational execution across our heating and cooling businesses resulting from more stable labor and supply chain environments and facility-related investments.
+Added: Revenues — For 2025, the increase in revenues, compared to 2024, was due primarily to organic revenue growth and inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions.
+Added: The organic revenue growth was due predominantly to higher volumes of both heating and cooling products driven by (i) continued strength in demand and higher throughput primarily from continued production capacity expansion, and (ii) the impact of lower volumes of heating products in 2024 associated with the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024.
+Added: For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions and (ii) organic revenue growth.
+Added: The organic revenue growth was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded
+Added: production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
+Added: These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets during the first quarter of 2024.
+Added: Income — For 2025, the increases in income and margin, compared to 2024, were due primarily to the higher volumes mentioned above and associated operating leverage, and a more accretive mix and favorable project execution primarily within our cooling products business, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.
+Added: For 2024, the increase in income, compared to 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.
Backlog — The segment had backlog of $584.5 and $436.8 as of December 31, 2025 and 2024, respectively.
−Removed: Backlog associated with the Ingénia acquisition totaled $152.8 as of December 31, 2024.
+Added: Backlog associated with the Sigma & Omega acquisition totaled $51.3 as of December 31, 2025.
Approximately 83% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026.
4 unchanged sentences
Revenues $ 746.9 $ 619.2 $ 618.9 20.6 —
−Removed: Income 136.7 118.8 114.1 15.1 4.1
+Added: Segment Income 176.2 136.7 118.8 28.9 15.1
% of revenues 23.6 % 22.1 % 19.2 %
4 unchanged sentences
Net revenue increase 20.6 —
−Removed: Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to foreign currency translation benefits offset by a minor organic revenue decline.
+Added: Revenues — For 2025, the increase in revenues, compared to 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth.
+Added: The organic revenue growth was due primarily to higher project volumes within our communication technologies and transportation businesses.
+Added: For 2024, the increase in revenues, compared to 2023, was due primarily to foreign currency translation benefits offset by a minor organic revenue decline.
The minor organic revenue decline was primarily driven by lower project volume within our communication technologies business associated with a larger-than-typical project that executed throughout 2023 and completed in the first quarter of 2024, partially offset by higher project volumes at our aids to navigation business.
Project volumes within our Detection and Measurement reportable segment can vary from period to period based on execution timing.
−Removed: For 2023, the increase in revenues, compared to 2022, was due primarily to organic revenue growth and, to a lesser extent, the full year impact of the ITL acquisition.
−Removed: The organic revenue growth was driven primarily by higher volumes of large projects within the communication technologies, transportation, and aids to navigation businesses.
−Removed: Income — For 2024, the increase in income and margin, compared to 2023, was due primarily to (i) increased volume at our aids to navigation business, (ii) more favorable project execution and product mix within our communications technologies, aids to navigation, and transportation businesses, and (iii) the impact of continuous improvement initiatives.
+Added: Income — For 2025, the increases in income and margin, compared to 2024, were due primarily to (i) income resulting from the KTS acquisition and (ii) higher project volumes and associated leverage on our fixed costs, particularly within SG&A expenses.
+Added: These increases were partially offset by a less favorable project mix within our transportation systems and communication technologies businesses.
+Added: For 2024, the increase in income and margin, compared to 2023, was due primarily to (i) increased volume at our aids to navigation business, (ii) more favorable project execution and product mix within our communications technologies, aids to navigation, and transportation businesses, and (iii) the impact of continuous improvement initiatives.
These impacts were partially offset by the reduction in income associated with volume declines from the larger-than-typical project within our communications technologies business mentioned above.
−Removed: For 2023, the increase in income, compared to 2022, was due primarily to the revenue growth mentioned above.
−Removed: For 2023, the decrease in margin, compared to 2022, was due primarily to a less favorable sales mix associated with our short-cycled businesses and certain of the large projects mentioned above, primarily within our communication technologies business.
Backlog — The segment had backlog of $350.3 and $220.9 as of December 31, 2025 and 2024, respectively.
+Added: Backlog associated with the KTS acquisition totaled $34.0 as of December 31, 2025.
Approximately 66% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026.
−Removed: Corporate Expense and Other Expense
+Added: Corporate and Other Expense
Year Ended December 31, 2025 vs.
6 unchanged sentences
Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarte rs in Charlotte, North Carolina.
−Removed: The decrease in corporate expense during 2024, compared to 2023, was due primarily to (i) a reduction of $2.8 in various strategic and acquisition-related costs, largely associated with the acquisitions of ASPEQ and TAMCO acquired in 2023, partially offset by expense incurred for the Ingénia acquisition in 2024 and (ii) a reduction in short-term incentive compensation expense.
+Added: The increase in corporate expense during 2025, compared to 2024, was due primarily to higher personnel costs, including merit increases and employee benefit costs, an increase of $1.8 in acquisition and integration-related costs largely driven by expense for the KTS, Sigma & Omega, Thermolec and Crawford acquisitions incurred in 2025 relative to the acquisition and integration-related costs for the KTS and Ingénia acquisitions incurred in 2024, and higher periodic maintenance costs of $1.3 on corporate assets.
+Added: The decrease in corporate expense during 2024, compared to 2023, was due primarily to (i) a reduction of $2.8 in various acquisition and integration-related costs, largely associated with the acquisitions of ASPEQ and TAMCO acquired in 2023, partially offset by expense incurred for the Ingénia acquisition in 2024 and (ii) a reduction in short-term incentive compensation expense.
These declines were partially offset by annual personnel merit increases.
−Removed: The decrease in corporate expense during 2023, compared to 2022, was due primarily to (i) higher costs related to various strategic and transformational initiatives, including the Asbestos Portfolio Sale, during 2022 and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the Asbestos Portfolio Sale, partially offset by higher short-term incentive compensation and higher acquisition-related and other integration costs primarily associated with the TAMCO and ASPEQ acquisitions.
Long- Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.
+Added: The increase in long-term incentive compensation expense in 2025, compared to 2024, was due primarily to (i) an increase in the fair value of performance-based share awards resulting from plan design changes effected beginning in 2024, which increased the maximum potential payout range from 150% to 200% of target, (ii) the accumulation of awards related to recent changes in certain key management positions, and (iii) the immediate vesting of awards as a result of executive officers reaching retirement eligibility, partially offset by the impact of forfeitures from participant departures.
The increase in long-term incentive compensation expense in 2024, compared to 2023, was due primarily to an increase in the fair value of performance based share awards resulting from plan design changes in 2024, which increased the maximum potential payout range from 150% to 200% of target, and the accumulation of awards related to recent changes in certain key management positions.
−Removed: The increase in long-term incentive compensation expense in 2023, compared to 2022, was due primarily to the impact of forfeitures resulting from various participant resignations during 2022.
See Note 16 to our consolidated financial statements for further details on our long-term incentive compensation plans.
4 unchanged sentences
Continuing operations:
−Removed: Cash flows from (used in) operating activities $ 313.1 $ 243.8 $ (115.2)
+Added: Cash flows from operating activities $ 335.6 $ 313.1 $ 243.8
Cash flows used in investing activities (561.0) (284.5) (570.2)
−Removed: Cash flows from (used in) financing activities 53.1 309.6 (39.9)
+Added: Cash flows from financing activities 425.5 53.1 309.6
Cash flows used in discontinued operations (2.3) (27.2) (35.3)
2 unchanged sentences
2025 Compared to 2024
+Added: Operating Activities — The increase in cash flows from operating activities of continuing operations during the year ended December 31, 2025, compared to 2024, was due primarily to (i) the increase in income, exclusive of the non-cash items incurred during the 2025 period (primarily intangible asset amortization and depreciation expense, gains on the estimated value of the equity security in Filtran, and amortization of compensation costs related to acquired retention agreements from the KTS acquisition), (ii) down payments received on large data center projects scheduled to execute in 2026 and 2027, (iii) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (iv) a payment of $8.4 during the second quarter of 2024 associated with a settlement with the seller of ULC for additional contingent consideration.
+Added: These increases were partially offset by (i) amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees of $46.5, (ii) increases in working capital driven by the timing of billing milestones related to fourth quarter revenues which are due to be collected in 2026, as well as increases in receivables related to growth within our HVAC and Detection and Measurement reportable segments, and (iii) increased income tax payments on the higher income generated in 2025 of $13.8.
+Added: Investing Activiti es — Cash flows used in investing activities of continuing operations for the year ended December 31, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS and Sigma & Omega, of $445.0, net cash outflows from activity related to our COLI policies of $23.9 (inclusive of repayments related to amounts previously borrowed under such policies of $37.4 - see Note 13 to the consolidated financial statements for additional details) and capital expenditures of $92.1 (inclusive of approximately $62.0 related to capacity expansions for our engineered air movement and handling and cooling products businesses).
+Added: Financing Activities — Cash flows from financing activities of continuing operations for the year ended December 31, 2025 were comprised primarily of net cash proceeds of $551.1 related to the completion of the Offering (see Note 16 to the consolidated financial statements for additional details) and net borrowings under our other various debt instruments of $0.1, partially offset by (i) net repayments under our senior credit agreement and trade receivables financing arrangement of $104.6 and $9.0, respectively, (ii) minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $7.4 and (iii) financing fees paid in connection with an amendment to our senior credit agreement of $4.7.
+Added: Discontinued Operations — Cash flows used in discontinued operations for the year ended December 31, 2025 relate primarily to disbursements for costs incurred to support DBT through processes associated with the liquidation of a subcontractor.
+Added: Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 2025 and 2024.
+Added: 2024 Compared to 2023
Operating Activities — The increase in cash flows from operating activities of continuing operations during the year ended December 31, 2024, compared to 2023, was due primarily to (i) cash inflows resulting from the increase in operating income discussed previously, exclusive of non-cash expenses (primarily intangible asset amortization and depreciation expense) incurred during the respective periods, (ii) lower income tax payments of $14.9, primarily resulting from the acceleration of certain acquired tax attributes, and (iii) reductions in the level of raw material and component purchases during the 2024 period due to stabilization of the supply chain environment.
2 unchanged sentences
Cash flows used in investing activities of continuing operations for the year ended December 31, 2023, were comprised of net cash utilized in the acquisitions of TAMCO and ASPEQ of $547.0 and capital expenditures of $23.9, partially offset by net proceeds from COLI policies of $0.7.
−Removed: Financing Activities - Cash flows from financing activities of continuing operations for the year ended December 31, 2024 were comprised of (i) net borrowings under the Credit Agreement of $63.0, primarily in connection with the Ingénia acquisition, (ii) net repayments under our trade receivables financing arrangement of $7.0 and other various debt instruments of $1.2, and (iii) fees paid in connection with the August 30, 2024 amendment of our Credit Agreement of $2.6.
+Added: Financing Activities — Cash flows from financing activities of continuing operations for the year ended December 31, 2024 were comprised of (i) net borrowings under our senior credit agreement of $63.0, primarily in connection with the Ingénia acquisition, (ii) net repayments under our trade receivables financing arrangement of $7.0 and other various debt instruments of $1.2, and (iii) fees paid in connection with the August 30, 2024 amendment of our senior credit agreement of $2.6.
These net borrowings were partially offset by proceeds from options exercised, net of minimum tax withholdings paid on behalf of employees related to long-term incentive awards, of $0.9.
−Removed: Cash flows from financing activities of continuing operations for the year ended December 31, 2023 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions.
+Added: Cash flows from financing activities of continuing operations for the year ended December 31, 2023 were comprised of net borrowings under our senior credit agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions.
These borrowings were partially offset by minimum tax withholdings paid on behalf of employees on long-term incentive awards, net of proceeds from options exercised, of $1.3, and fees paid in connection with the Incremental Term Loan of $1.3.
4 unchanged sentences
Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 2024 and 2023.
−Removed: 2023 Compared to 2022
−Removed: Operating Activities - The increase in cash flows from operating activities of continuing operations during the year ended December 31, 2023, compared to 2022, was due primarily to (i) the increase in income during the period discussed previously, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a reduction in the level of elevated purchases of raw materials and components, primarily within our HVAC reportable segment, during 2023, due to a more stable supply chain environment, (iv) working capital improvements at certain of our project-related businesses, as cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of a portion of our postretirement life insurance benefit obligation to an insurance carrier (see Note 11 to our consolidated financial statements for additional details).
−Removed: Investing Activiti es - Cash flows used in investing activities of continuing operations for the year ended December 31, 2023 were comprised of net cash utilized in the acquisitions of TAMCO and ASPEQ of $547.0 and capital expenditu res of $23.9, partially offset by net proceeds from COLI policies of $0.7.
−Removed: Cash flows used in investing activities of continuing operations for the year ended December 31, 2022 were comprised of cash utilized in the acquisition of ITL of $41.8 and capital expenditures of $15.9, partially offset by net proceeds from COLI policies of $3.7 and $1.8 received upon agreement with the sellers on acquired working capital balances associated with the acquisitions of Cincinnati Fan & Ventilator Co., Inc.
−Removed: acquired in 2021 and ITL acquired in 2022.
−Removed: Financing Activities - Cash flows from financing activities of continuing operations for the year ended December 31, 2023 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions.
−Removed: These borrowings were partially offset by minimum tax withholdings paid on behalf of employees on long-term incentive awards, net of proceeds from options exercised, of $1.3, and fees paid in connection with the Incremental Term Loan of $1.3.
−Removed: Net repayments under our other various debt instruments totaled $0.4.
−Removed: Cash flows used in financing activities of continuing operations for the year ended December 31, 2022 were comprised primarily of repurchases of common stock of $33.7, minimum tax withholdings paid on behalf of employees on net-share settlements of long-term incentive awards, net of proceeds from options exercised, of $3.5, and contingent consideration of $1.3 paid in relation to the acquisition of Sensors & Software, Inc.
−Removed: (“Sensors & Software”), which was acquired in 2020.
−Removed: Additionally, prior to the August 12, 2022 amendment of our Credit Agreement, we made scheduled repayments under our then-existing term loan of $6.3 and in connection with entering the Credit Agreement, we received $245.0 under our new term loan and (i) repaid the remaining balance under the then-existing term loan of $237.4 and (ii) paid fees in connection with the refinancing of $1.9.
−Removed: Net repayments under our various other debt instruments totaled $0.8.
−Removed: Discontinued Operations - Cash flows used in discontinued operations for the year ended December 31, 2023 relate primarily to (i) cash payments of $25.3 made by DBT to MHI during the third quarter of 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 various dispute resolution matters resolved by the Settlement Agreement, partially offset by the recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $6.8.
−Removed: Refer to Notes 4 and 15 to the consolidated financial statements for additional details related to the Settlement Agreement.
−Removed: Cash flows used in discontinued operations for the year ended December 31, 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa (see Note 15 to the consolidated financial statements for additional details), (ii) disbursements related to asbestos product liability matters made prior to the Asbestos Portfolio Sale, (iii) a payment of $13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, including fees associated with the sale of Transformer Solutions.
−Removed: These disbursements were partially offset by proceeds from stock options exercised of $1.0.
−Removed: Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates - Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 2023 and 2022.
The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2025:
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_____________________________________________________________
−Removed: (1) The revolving loan facility extends through August 2027 under the terms of the 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.
−Removed: (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.
−Removed: The remaining balances are payable in full on August 12, 2027.
−Removed: Balances are net of unamortized debt issuance costs of $1.2 and $1.7 at December 31, 2024 and December 31, 2023, respectively.
+Added: (1) As noted below, we amended our senior credit agreement on September 9, 2025.
+Added: The amendment extends the revolving credit facility through September 9, 2030.
+Added: The revolving credit facilities are primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and were utilized as a funding mechanism for the KTS and Sigma & Omega acquisitions.
+Added: In connection with the consummation of the Offering, amounts then owing under our revolving credit facilities were fully repaid.
+Added: (2) The term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $500.0, beginning in December 2026 and in the first three quarters of 2027, and 1.25% during the fourth quarter of 2027, all quarters of 2028 and 2029, and the first two quarters of 2030.
+Added: The remaining balances are payable in full on September 9, 2030.
+Added: Balances are net of unamortized debt issuance costs of $0.9 and $1.2 at December 31, 2025 and 2024, respectively.
(3) Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available.
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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.
−Removed: (5) “Other” includes the impact of amortization of debt issuance costs associated with the term loans.
−Removed: 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.
+Added: (5) “Other” includes the capitalization and amortization of debt issuance costs incurred in connection with the term loans.
+Added: Maturities of long-term debt payable (excluding finance lease obligations) during each of the five years subsequent to December 31, 2025 are $3.1, $15.6, $25.0, $25.0, and $431.3, respectively.
Senior Credit Facilities
−Removed: On August 30, 2024, we entered into the Credit Agreement pursuant to the 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 with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: The Incremental Term Loan will mature on August 12, 2027.
−Removed: We may voluntarily prepay the Incremental Term Loan, in whole or in part, without premium or penalty.
−Removed: In June 2023, we borrowed $300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition.
−Removed: 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):
−Removed: • 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);
−Removed: • 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.
−Removed: • A bilateral foreign credit instrument facility, available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25.0.
+Added: On September 9, 2025, we entered into a Third Amendment to the Amended and Restated Credit Agreement and Amendment to the Amended and Restated Guarantee and Collateral Agreement (the “Third Amendment”) to amend and restate our senior credit agreement.
+Added: The Amended Credit Agreement provides for committed senior secured financing in the aggregate amount of $2,025.0, consisting of the following facilities, each with a final maturity of September 9, 2030:
+Added: • A term loan facility in the aggregate principal amount of $500.0;
+Added: • A multicurrency revolving credit facility, which will be available for loans and letters of credit in U.S.
+Added: Dollars, Euros, British Pounds Sterling and other currencies, in an aggregate principal amount up to the equivalent of $1,500.0 (with sublimits equal to the equivalents of $200.0 for financial letters of credit, $50.0 for non-financial letters of credit, and $250.0 for non-U.S.
+Added: • A bilateral foreign credit instrument facility, which will be available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25.0.
+Added: In connection with the Third Amendment, we capitalized $4.2 of debt issuance costs and recorded charges of $1.5 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of previously unamortized deferred financing costs totaling $1.0 and transaction costs of $0.5.
At December 31, 2025, we had $1,489.5 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $0.0 and $10.5 reserved for outstanding letters of credit.
In addition, at December 31, 2025, we had $17.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $7.2 reserved for outstanding letters of credit.
−Removed: At December 31, 2024, we were in compliance with all covenants of our Credit Agreement.
−Removed: Refer to Note 13 to the consolidated financial statements for additional details of the Credit Agreement, including details of covenants, applicable interest rate margins and fees.
+Added: At December 31, 2025, we were in compliance with all covenants of the Amended Credit Agreement.
+Added: Refer to Note 13 to the consolidated financial statements for additional details of the Amended Credit Agreement, including details of covenants, applicable interest rate margins and fees.
Other Borrowings and Financing Activities
1 unchanged sentence
As of December 31, 2025 and 2024, the participating businesses had $1.4 and $1.1, respectively, outstanding under this arrangement.
−Removed: We are party to a trade receivables financing agreement, which is renewed annually for twelve months during the third quarter, whereby we can borrow, on a continuous basis, up to $100.0.
+Added: We are party to a trade receivables financing agreement, which was renewed for 12 months during the second quarter of 2025, 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.
2 unchanged sentences
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.
−Removed: At December 31, 2024, the aggregate amount of borrowing capacity under this facility was $10.0, while there were no borrowings outstanding.
+Added: At December 31, 2025, the aggregate amount of borrowing capacity under this facility was $10.0, with 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.
−Removed: Changes to the cash surrender value at each balance sheet date are recorded as a gain or loss within “Other expense, net” within the consolidated statements of operations.
+Added: 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 Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity.
−Removed: 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.
−Removed: Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.
−Removed: The amounts borrowed incur interest at a weighted-average rate of 5.3%.
−Removed: See Note 1 to the consolidated financial statements for additional details of the COLI policies.
+Added: During 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies.
+Added: During 2025, the Company repaid the then-outstanding borrowings totaling $37.4, inclusive of accrued interest.
+Added: The amounts borrowed totaled $0.0 and $39.0 at December 31, 2025 and 2024, respectively, and incurred interest at a rate of 5.3%.
+Added: At December 31, 2025, the Company had capacity to borrow approximately $34.0 against the policies.
+Added: The cash surrender value of our investments in COLI assets, net of any aforementioned borrowings, was $60.3 and $36.2 at December 31, 2025 and 2024, respectively, recorded in “Other assets” on the consolidated balance sheets.
+Added: See Notes 1 and 13 to the consolidated financial statements for additional details of the COLI policies.
Financial Instruments
3 unchanged sentences
These inputs can be readily observable quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2) or significant unobservable inputs (Level 3).
−Removed: Our derivative financial assets and liabilities include interest rate swap agreements and forward contracts to manage 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
−Removed: certain subsidiaries (“FX forward contracts”) that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks.
+Added: Our derivative financial assets and liabilities include interest rate swap agreements and forward contracts to manage 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”) that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks.
Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy.
6 unchanged sentences
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.
−Removed: In September 2024, commensurate with the Second Amendment, we entered into additional interest rate swap agreements (“Additional Swaps”).
−Removed: 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.
−Removed: We have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.
−Removed: As of December 31, 2024 and 2023, the unrealized gain, net of tax, recorded in accumulated other comprehensive income (“AOCI”) was $2.6 and $5.7, respectively.
−Removed: 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.
−Removed: 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.
+Added: In September 2024, commensurate with an amendment to our senior credit agreement, we entered into additional interest rate swap agreements (“Additional Swaps”).
+Added: During 2025, commensurate with the Third Amendment, we settled the Additional Swaps which resulted in a gain recorded to “Other income (expense), net” and cash received of $0.4.
+Added: Prior to the settlement, the Additional Swaps covered the period from December 2024 to June 2026 and effectively converted a portion of the borrowings under our senior credit facilities to a fixed rate of 3.58%, plus the applicable margin.
+Added: We had designated, and accounted for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.
+Added: As of December 31, 2025 and 2024, the unrealized gain, net of tax, recorded in AOCI was $0.0 a nd $2.6, respectively.
+Added: In addition, as of December 31, 2025 and 2024, the fair value of our interest rate swap agreements was $0.0 and $3.4 (with $2.7 recorded as a current asset and $0.7 as a non-current asset), respectively.
+Added: Changes in fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.
Currency Forward Contracts
1 unchanged sentence
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.
−Removed: Our principal currency exposures relate to the South African Rand, British Pound Sterling, Canadian Dollar, and Euro.
+Added: Our principal currency exposures relate to the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.
From time to time, we enter into FX forward contracts.
1 unchanged sentence
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.
−Removed: 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.
+Added: In addition, if the forecasted transaction is no longer probable of occurring, 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 $19.3 and $22.9 outstanding as of December 31, 2025 and 2024, respectively, with all of the $19.3 scheduled to mature within one year.
1 unchanged sentence
The fair value of our FX forward contracts was less than $0.1 at December 31, 2025 and 2024.
−Removed: 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.
+Added: 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).
We designated and accounted for these FX forward contracts as fair value hedges.
2 unchanged sentences
Concentrations of Credit Risk
−Removed: 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.
+Added: Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, cash surrender values of 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.
9 unchanged sentences
Cash and Other Commitments
−Removed: Balances under the Credit Agreement are payable in full on August 12, 2027.
−Removed: Our 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.
−Removed: The remaining balance is payable in full on August 12, 2027.
+Added: Balances under the Amended Credit Agreement are payable in full on September 9, 2030.
+Added: Our term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $500.0, beginning in December 2026 and in the first three quarters of 2027, and 1.25% during the fourth quarter of 2027, all quarters of 2028 and 2029, and the first two quarters of 2030.
+Added: The remaining balance is payable in full on September 9, 2030.
We use operating leases to finance certain equipment, vehicles and properties.
2 unchanged sentences
Capital expenditures in 2025 related prima ril y to upgrades to existing, and expansion into new, manufacturing facilities, including replacement of equipment.
−Removed: We expect 2025 capital expenditures to approximate $35.0 to $50.0, with a significant portion related to upgrades to existing, and expansion into new, manufacturing facilities.
+Added: 2025 included $62.0 related to capacity expansions for our engineered air movement and handling and cooling products businesses within our HVAC reportable segment.
+Added: We expect 2026 capital expenditures to approximate $135.0 to $165.0, with a significant portion related to upgrades to existing, and continued expansion into the new manufacturing facilities.
In 2025, we made contributions and direct benefit payments of $14.2 to our defined benefit pension and postretirement benefit plans.
11 unchanged sentences
These reviews could result in selected acquisitions to expand an existing business or result in the disposition of an existing business.
−Removed: In addition, you should read “Risk Factors,” “Results for Reportable Segments” included in this MD&A, and “Business” for an understanding of the risks, uncertainties and trends facing our businesses.
+Added: In addition, you should read “Risk Factors,” “Results for Reportable Segments and Corporate Expense” included in this MD&A, and “Business” for an understanding of the risks, uncertainties and trends facing our businesses.
Off-Balance Sheet Arrangements
7 unchanged sentences
Long-term debt obligations (1)
+Added: $ 501.2 $ 3.5 $ 41.2 $ 456.5 $ —
Pension and postretirement benefit plan contributions and payments (2)
9 unchanged sentences
____________________________
+Added: (1) These amounts do not include $215.0 of borrowing incurred in February 2026 in connection with the Crawford acquisition, the repayment of which is due on September 9, 2030, with associated interest payments (assuming no subsequent payments of the principal balance until September 9, 2030) of $10.1, $21.9, and $19.7 due within one year, 1-3 years, and 3-5 years, respectively, with no amounts due thereafter.
(2) Estimated minimum required pension funding and pension and postretirement benefit payments are based on actuarial estimates using current assumptions for, among other things, discount rates, expected long-term rates of return on plan assets (where applicable), and health care cost trend rates.
5 unchanged sentences
(4) Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.
−Removed: (4) Represents interest payments exclusive of the impact of our interest rate swap agreements.
−Removed: (5) Contingent obligations, such as environmental accruals and those relating to uncertain tax positions generally do not have specific payment dates and accordingly have been excluded from the above ta ble.
−Removed: We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits co uld decrease up to $1.0.
+Added: (5) Contingent obligations, such as environmental accruals and those relating to uncertain tax positions generally do not have specific payment dates and accordingly have been excluded from the above table.
+Added: We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $4.0.
In addition, the above table does not include potential payments under our derivative financial instruments.
1 unchanged sentence
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities.
−Removed: The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties, are listed below.
−Removed: This section should be read in conjunction with Notes 1 and 2 to our consolidated financial statements, which include a detailed discussion of these and other accounting policies.
+Added: We base these estimates and judgments on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances.
+Added: Actual results may differ materially from these estimates and judgments.
+Added: The accounting estimates that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties, are listed below.
+Added: This section should be read in conjunction with Notes 1 and 2 to our consolidated financial statements, which include a detailed discussion of our accounting policies and the application of estimates.
Acquisition Accounting
−Removed: From time to time, we may make acquisitions that do not significantly impact our financial position or operations.
−Removed: 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.
−Removed: Such acquisitions are not separately identified within this report on Form 10-K.
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material.
−Removed: The acquired assets and liabilities are recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change upon completion of the acquisition method of accounting.
−Removed: Final determination of the fair value of certain assets and liabilities are completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP.
−Removed: These fair market value assessments require judgments and estimates that can be affected by various factors over time, which may cause final amounts to be materially adjusted from original estimates in subsequent periods.
−Removed: The significant judgments include (i) the estimation of future cash flows, which are dependent on forecasts, (ii) the estimation of a long-term rate of growth, (iii) the estimation of the useful life of the assets, and (iv) the determination of a risk-adjusted weighted-average cost of capital.
−Removed: When appropriate, our estimates of the acquired fair values include assistance from an independent third-party.
−Removed: Inventories, long-lived assets (primarily property, plant and equipment), goodwill, and intangible assets generally represent the largest components of our acquisitions.
−Removed: In addition, we also acquire other categories of assets and liabilities which can include, but are not limited to, accounts receivable, accounts payable and other working capital.
−Removed: Due to their short-term nature, the fair values of these assets and liabilities generally approximate the carrying values reflected on the acquired balance sheet.
−Removed: However, when appropriate, we adjust these carrying values for factors such as collectability, existence, and consistency with Company accounting policies.
+Added: The acquired assets and liabilities are recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations, which impact the amount of future amortization expense and possible impairment charges.
+Added: Goodwill, intangible assets, long-lived assets (primarily property, plant and equipment), and inventories, generally represent the largest assets of our acquisitions.
+Added: The primary identifiable intangible assets that we acquire typically consist of customer relationships and contracts, indefinite-lived and definite-lived trademarks, technology, and backlog.
+Added: The fair market value assessment for intangible assets requires judgment and estimates that can be affected by various factors over time, which may cause final amounts to be materially adjusted from original estimates in subsequent periods.
+Added: The fair value of the customer relationships and contracts and backlog identifiable intangible assets has been estimated using the multi-period excess earnings method.
+Added: Significant model inputs and judgments used in the multi-period excess earnings method include economic life,
+Added: estimated future revenue growth rates, expenses based on historical results and forecasts, and a discount rate based on a weighted average cost of capital.
+Added: The weighted average cost of capital was determined based on a market participant capital structure, cost of capital, inherent business risk profile and long-term growth expectations.
+Added: The definite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset.
+Added: The determination of the useful lives is based upon 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.
+Added: Additionally, the fair value of the trademark and technology identifiable intangible assets has been estimated using the relief-from-royalty-method, which values the intangible assets by estimating royalties saved through ownership of an asset.
+Added: Significant model inputs and judgments used in the relief-from-royalty-method include estimated future revenue growth rates, economic life, an estimated royalty rate, and a discount rate based on a weighted average cost of capital.
+Added: The weighted average cost of capital was determined based on a market participant capital structure, cost of capital, inherent business risk profile and long-term growth expectations.
+Added: The definite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis that reflects the economic benefit of the asset.
+Added: The determination of the useful lives (or the indefinite life) is based upon 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.
+Added: Inventories acquired in an acquisition are recorded at fair value, which approximates a market participant’s estimated selling price adjusted for (i) costs to complete, (ii) costs to sell, and (iii) a reasonable profit allowance to the seller for costs incurred.
We record the excess of consideration transferred over the fair value of the identifiable net assets acquired as goodwill.
−Removed: The primary identifiable intangible assets that we acquire typically consist of customer relationships, indefinite-lived and definite-lived trademarks, technology, and backlog.
−Removed: We record trademarks at a fair value equal to the present value of the hypothetical or potential royalty income attributable to it.
−Removed: The royalty income attributable to a trademark represents the hypothetical cost savings that are derived from owning the trademark instead of paying royalties to license the trademark.
−Removed: Inventories acquired in the transaction are recorded at fair value, which approximates a market participant’s estimated selling price adjusted for (i) costs to complete, (ii) costs to sell, and (iii) a reasonable profit allowance to the seller for costs incurred.
+Added: We believe the accounting estimates and assumptions are reasonable based on historical experience and information obtained from management of the acquired entity at or near the acquisition.
+Added: When appropriate, our estimates of the acquired fair values include assistance from an independent third-party.
+Added: There is inherent uncertainty in the accounting estimates as assumptions are forward-looking and could be affected by future economic and market conditions, among other factors.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
−Removed: Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to annual impairment testing.
−Removed: 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.
−Removed: We monitor the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results and, thus, be an indicator of a potential impairment.
−Removed: The trends and/or matters that we specifically monitor for each of our reporting units are as follows:
+Added: Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to impairment testing.
+Added: We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently as we continually assess whether a triggering event has occurred that indicates the carrying value may exceed the implied fair value.
+Added: Monitoring the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results, and be an indicator of a potential impairment, requires judgment.
+Added: The trends and/or matters that we specifically monitor for each of our reporting units include:
• Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance;
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The revenue growth rates included in the financial projections are our best estimates based on current and forecasted market conditions, and the profit margin assumptions are projected by each reporting unit based on current cost structure and, when applicable, anticipated net cost increases/reductions.
−Removed: The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margin and discount factors.
+Added: The calculation of fair value for our reporting units incorporates many assumptions which have inherent uncertainties including future growth rates, profit margin, tax rates and discount factors.
Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
−Removed: As indicated in Note 10 to the consolidated financial statements, in connection with our annual impairment analyses of ULC’s goodwill and indefinite-lived intangibles during the fourth quarter of 2022, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business.
−Removed: As a result, we recorded an impairment charge of $12.9 ($12.0 related to goodwill, which represented all of ULC’s goodwill prior to impairment, and $0.9 related to trademarks) during the fourth quarter of 2022.
+Added: As mentioned above, we estimate the fair value of indefinite-lived intangible assets (certain of our trademarks) using a relief-from-royalty method.
+Added: The royalty rate, which is based on the estimated rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flows attributable
+Added: to the asset.
+Added: Management judgment is necessary to determine key assumptions, including revenue growth rates, perpetual revenue growth rates, royalty rates and discount rates.
During the fourth quarter of 2025, we performed our analyses on the goodwill of our reporting units.
−Removed: The fair value of the assets related to the Ingénia acquisition approximate their carrying value.
−Removed: If Ingénia is unable to achieve its current financial forecast or there is a change in assumptions used in Ingénia’s analysis (e.g.
−Removed: project 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.
−Removed: As of December 31, 2024, Ingénia’s goodwill totaled $133.6.
−Removed: We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment.
−Removed: The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions.
−Removed: The basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year.
−Removed: In connection with the annual impairment testing of our trademarks during the fourth quarters of 2024, 2023, and 2022, we recorded impairment charges of $0.0, $0.0, and $1.4 (including $0.9 related to ULC as noted above), respectively.
−Removed: In connection with the 2024 annual trademark impairment analyses, we determined that the implied value of ASPEQ’s trademarks approximated their carrying value.
−Removed: 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.
+Added: The fair value of the assets related to the KTS and Sigma & Omega acquisitions approximate their carrying value.
+Added: If KTS and Sigma & Omega are unable to achieve their current financial forecasts or there is a change in assumptions used in KTS's and Sigma & Omega's analyses (e.g.
+Added: 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 their goodwill.
+Added: As of December 31, 2025, KTS's and Sigma & Omega's goodwill totaled $104.4 and $77.4, respectively.
+Added: A 10% decline in KTS's and Sigma & Omega's fair value would result in an impairment of approximately $28.4 and $7.1, respectively.
+Added: During the fourth quarter of 2025, in connection with the annual impairment analyses of indefinite-lived intangible assets, we determined that the implied value of ASPEQ's trademarks approximated their carry value.
+Added: 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, royalty rates, 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, 2025, ASPEQ’s trademarks totaled $51.5.
+Added: A 10% reduction in ASPEQ's revenues projections or a 1% increase in the discount rate used in the impairment analysis would result in an impairment of $5.1 or $6.5, respectively.
+Added: Additionally, during the fourth quarter of 2025, a decision was made to exit a minor product line within our ULC business.
+Added: As a result, we recorded an impairment of $0.7 related to the indefinite-lived trademark associate with ULC.
+Added: The remaining fair value of the ULC trademark is $4.7.
See Note 10 to our consolidated financial statements for additional details.
+Added: Definite-lived Intangible Assets
+Added: Determining whether an impairment loss occurred for finite-lived intangible assets requires a comparison of the carrying amount to the undiscounted cash flows expected to be generated by the assets.
+Added: These analyses require management to make judgments and estimates about future revenues, expenses, and market conditions.
+Added: The calculation of fair value for our reporting units incorporates many assumptions that have inherent uncertainties including future growth rates, profit margin, and tax rates.
+Added: Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
Contingent Liabilities
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”).
−Removed: 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, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).
+Added: These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters, product liability matters, 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.
−Removed: 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.
−Removed: 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.
−Removed: Our recorded liabilities related to these matter s, primarily associated with environmental matters, totaled $39.9 and $37.9 at December 31, 2024 and 2023, respectively.
−Removed: 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 th e remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, inc luding historical claims and payment experience.
+Added: We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.
+Added: Such analysis includes making judgments concerning matters such as the costs associated with environmental matters, the outcome of negotiations, and the impact of evidentiary requirements, including historical claims and payment experience.
+Added: As many contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation, and outcomes of similar cases through the judicial system), changes in assumptions, or changes in our settlement strategy.
While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties.
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These variances relative to current expectations could have a material impact on our financial position and results of operations in future periods.
−Removed: Claim for Contingent Consideration Related to ULC Acquisition
−Removed: 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.
−Removed: During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration were achieved.
−Removed: 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.
−Removed: 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.
−Removed: We expect this payment to be tax deductible in future periods.
−Removed: Resolution of Dispute with Former Representative
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Asbestos Matters
−Removed: As indicated in Note 1 to our consolidated financial statements, we completed the Asbestos Portfolio Sale on November 1, 2022, which resulted in the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets,
−Removed: including related insurance assets.
−Removed: 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.
−Removed: During the year ended December 31, 2022, our payments for asbestos-related claims, net of respective insurance recoveries of $31.6, were $20.1.
−Removed: 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.
−Removed: Of these charges, $18.8 were reflected in “Income from continuing operations before income taxes” and $5.4 were reflected in “Loss on disposition of discontinued operations, net of tax.”
−Removed: Large Power Projects in South Africa
−Removed: Overview - Since 2008, DBT had been executing on two large power projects in South Africa (Kusile and Medupi), on which it has completed its scope of work.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: as guarantor of DBT’s performance on the projects.
−Removed: Refer to Note 4 to the consolidated financial statements for additional details.
−Removed: Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including a favorable arbitration ruling during the first quarter of 2023 related to awards for costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $7.0) with such amount recorded to “Loss on disposition of discontinued operations, net of tax” during the first quarter of 2023.
−Removed: Further, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $1.3 of legal costs incurred related to the arbitration.
−Removed: 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.
−Removed: Such amounts were recorded within “Loss on disposition of discontinued operations, net of tax” during the second quarter of 2023 with the cash payments received in 2023.
−Removed: 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.
−Removed: The subcontractor or liquidator maintain rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our consolidated statements of operations.
−Removed: Environmental Matters
−Removed: We believe that we are in substantial compliance with applicable environmental requirements.
−Removed: We are currently involved in various investigatory and remedial actions at our facilities and at third-party waste disposal sites.
−Removed: It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses or expenses probable and they can be reasonably estimated.
−Removed: Our environmental accruals cover anticipated costs, including investigation, remediation, and operation and maintenance of clean-up sites.
+Added: Our recorded liabilities related to these matter s, primarily associated with environmental matters, totaled $43.7 and $39.9 at December 31, 2025 and 2024, respectively.
+Added: Our environmental accruals relate predominantly to legacy sites that the Company no longer operates as part of its ongoing business.
+Added: These environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites.
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, changes in our allocation of shared remediation costs, or alteration to the expected remediation plans.
−Removed: We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of related assets.
−Removed: We record liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated.
−Removed: Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties.
−Removed: It is our policy to realize a change in estimates once it becomes probable and can be reasonably estimated.
−Removed: In determining our accruals, we do not discount our environmental accruals and do not reduce them by anticipated insurance, litigation or other recoveries.
−Removed: 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.
−Removed: Self-Insured Risk Management Matters
−Removed: 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.
−Removed: 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.
−Removed: We consider a number of factors, including third-party actuarial valuations, when making these determinations.
−Removed: We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts;
−Removed: however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential
−Removed: loss exposures.
−Removed: The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other things, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred versus when it is reported.
+Added: Our estimates are based primarily on investigations and remediation plans established by
+Added: independent consultants, regulatory agencies and potentially responsible third parties.
+Added: A 10% increase in our environmental reserves would result in a charge of approximately $3.2.
+Added: See Note 15 to our consolidated financial statements for additional discussion.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification 606, which requires revenue to be recognized over-time or at a point in time.
−Removed: Most of our businesses recognize revenue at a point in time as satisfaction of the related performance obligations occur at the time of shipment or delivery, while certain of our businesses recognize revenue and costs for certain complex long-term and subscription or service contracts over-time.
−Removed: The revenue for these complex long-term contracts is recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such a contract at completion.
+Added: Most of our businesses recognize revenue at a point in time as satisfaction of the related performance obligations occur at the time of shipment or delivery, while certain of our businesses recognize revenue and costs for certain complex long-term, subscription, or service contracts over-time.
+Added: The revenue for complex long-term contracts is often recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such a contract at completion (cost-to-cost input method) because it best depicts the transfer of control to the customer that occurs as we incur costs.
The revenue for subscription or service contracts are typically recorded based on the period of subscription delivered or service progress made.
−Removed: In 2024, 2023, and 2022 we recognized $213.4, $173.2 and $167.8, respectively, of revenues under such methods.
−Removed: We record any provision for estimated losses on uncompleted contracts in the period which the losses are determined.
−Removed: Our complex long-term contracts may include unapproved change orders and claims.
−Removed: We include in our contract estimates additional revenue for unapproved change orders or claims when we believe we have an enforceable right to the unapproved change order or claim and the amount can be reliably estimated.
−Removed: In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim.
−Removed: These estimates are also based on historical award experience.
−Removed: Due to uncertainties inherent in the estimation process, it is reasonably possible that the ultimate revenues and completion costs on our complex long-term contracts, including those arising from contract penalty provisions and final contract settlements, will be revised during the duration of the contract.
−Removed: These revised revenues and costs are recognized in the period in which the revisions are determined.
−Removed: Our estimation process for determining revenues and costs for our complex long-term contracts is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, operations, and financial professionals, and (iii) an assessment of the key underlying factors (see below).
−Removed: As our complex long-term contracts generally range from six to eighteen months in duration, we typically reassess the estimated revenues and costs of these contracts on a quarterly basis, but may reassess more often as situations warrant.
−Removed: We record changes in estimates of revenues and costs when identified using the cumulative catch-up method.
+Added: In 2025, 2024, and 2023 we recognized revenues of $238.9, $213.4 and $173.2, respectively, under such methods.
+Added: Our estimation process for determining revenues and costs for our complex long-term contracts is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, operations, and financial professionals, (iii) historical award experience and objective evidence related to unapproved change orders and claims, and (iv) an assessment of the key underlying factors (see below).
We believe the underlying factors used to estimate our complex long-term contracts costs to complete and percentage-of-completion are sufficiently reliable to provide a reasonable estimate of revenue and profit;
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Any additional costs arising from these changes may be supported by change orders, or we may submit a claim to the customer.
−Removed: Change orders and claims related to design changes are accounted for as described above.
+Added: Our rights to, and amount we anticipate we will, collect requires judgment.
• Material Availability and Costs — Our estimates of material costs generally are based on existing supplier relationships, adequate availability of materials, prevailing market prices for materials, and, in some cases, long-term supplier contracts.
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See Note 14 to our consolidated financial statements for additional details on our FX forward contracts.
−Removed: In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount).
−Removed: Contract assets are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specific units, or completion of the contract.
−Removed: In contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.
+Added: Revenue and cost estimates are regularly monitored and revised based on changes in circumstances.
+Added: Impacts from changes in estimates of net sales and cost of sales are recognized on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation's percentage of completion.
+Added: Anticipated losses on long-term contracts are recognized when such losses become evident.
+Added: In contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative
+Added: revenue recognized will not occur.
We analyze the risk of a significant revenue reversal and, if necessary, constrain the amount of variable consideration recognized in order to mitigate this risk.
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The remaining components of pension/postretirement expense, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis.
−Removed: Our pension plans have not experienced any significant impact on liquidity or counterparty exposure due to volatility in the credit markets.
The costs and obligations associated with these plans are determined based on actuarial valuations.
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As events change or resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
−Removed: We believe we have adequately provided for any reasonably foreseeable outcome related to these matters.
+Added: We believe we have adequately provided
+Added: for any reasonably foreseeable outcome related to these matters.
+Added: An increase of 1.0% in our 2025 nominal tax rate would have resulted in an additional income tax provision for continuing operations for the year ended December 31, 2025 of $3.1.
Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to closure of income tax examinations, statute expirations, new regulatory or judicial pronouncements, changes in tax laws, changes in projected levels of taxable income, future tax planning strategies, or other relevant events.
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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.