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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016, or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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38-1016240
(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, Par Value $0.01
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Business
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Year
Disposed
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Balcke Dürr*
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2016
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Dry Cooling
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2016
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SPX FLOW*
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2015
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Fenn LLC* (“Fenn”)
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2014
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SPX Precision Components* (“Precision Components”)
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2014
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Thermal Product Solutions* (“TPS”)
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2014
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*
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Reflected as a discontinued operation for all periods presented.
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•
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Revenues;
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Margins;
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Profits;
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Cash flows;
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Customers’ orders, including order cancellation activity or delays on existing orders;
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Customers’ ability to access credit;
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Customers’ ability to pay amounts due to us; and
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Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
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Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all;
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Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions;
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Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions;
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Limit our ability to pay dividends on our common stock in the future;
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Coupled with a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business, make it difficult to meet debt service requirements; and
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Expose us to interest rate fluctuations to the extent existing borrowings are, and any new borrowings may be, at variable rates of interest, which could result in higher interest expense and interest payments in the event of increases in interest rates.
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Adverse effects on our reported operating results due to charges to earnings, including impairment charges associated with goodwill and other intangibles;
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Diversion of management attention from core business operations;
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Integration of technology, operations, personnel and financial and other systems;
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Increased expenses;
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Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
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Assumption of known and unknown liabilities and exposure to litigation;
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Increased levels of debt or dilution to existing stockholders; and
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Potential disputes with the sellers of acquired businesses, technology, services or products.
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Government embargoes or foreign trade restrictions such as anti-dumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business;
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Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
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Transportation and shipping expenses add cost to our products;
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Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
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Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
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Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
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Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
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Failure to comply with U.S. or non-U.S. laws regulating trade, such as the U.S. Foreign Corrupt Practices Act, and other anti-corruption laws, could result in adverse consequences, including fines, criminal sanctions, or loss of access to markets;
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Local customers may have a preference for locally-produced products;
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Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;
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Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
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Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
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The United Kingdom’s decision to exit from the European Union (commonly referred to as “Brexit”) has contributed to, and may continue to contribute to, European economic, market and regulatory uncertainty and could adversely affect European or worldwide economic, market, regulatory, or political conditions;
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Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
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Transportation and shipping expenses add cost to our products;
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Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
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Local, regional or worldwide hostilities could impact our operations; and
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Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services.
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No. of
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Approximate
Square Footage
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Location
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Facilities
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Owned
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Leased
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(in millions)
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HVAC reportable segment
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7 U.S. states and 2 foreign countries
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9
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0.6
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1.2
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Detection and Measurement reportable segment
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4 U.S. states and 1 foreign country
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5
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0.2
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0.2
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Engineered Solutions reportable segment
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12 U.S. states and 1 foreign country
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14
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2.2
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0.4
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Total
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28
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3.0
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1.8
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High
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Low
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Dividends
Declared Per Share
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||||||
2016:
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4
th
Quarter
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$
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25.95
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$
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15.49
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$
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—
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3
rd
Quarter
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20.55
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14.05
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—
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2
nd
Quarter
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17.33
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14.00
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—
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1
st
Quarter
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15.52
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7.62
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—
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High
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Low
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Dividends
Declared Per Share
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2015:
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4
th
Quarter
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$
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12.98
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$
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8.22
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$
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—
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3
rd
Quarter
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18.22
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11.82
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—
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2
nd
Quarter
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21.50
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17.29
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0.375
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1
st
Quarter
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22.45
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19.59
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0.375
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2011
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2012
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2013
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2014
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2015
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2016
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||||||||||||
SPX Corporation
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$
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100.00
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$
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118.10
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$
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169.72
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$
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148.65
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$
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62.27
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$
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158.30
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S&P 500
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100.00
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116.00
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153.57
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174.60
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177.01
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198.18
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S&P 1500 Industrials
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100.00
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116.46
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164.43
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178.37
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173.53
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208.94
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S&P 600
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100.00
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114.81
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160.34
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167.46
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161.83
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201.88
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As of and for the year ended December 31,
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2016
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2015
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2014
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2013
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2012
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(in millions, except per share amounts)
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Summary of Operations
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Revenues
(1)
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$
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1,472.3
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$
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1,559.0
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$
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1,694.4
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$
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1,715.1
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$
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1,745.8
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Operating income (loss)
(1)(2)(3)(4)(12)
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55.0
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(122.2
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)
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(185.3
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)
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32.9
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(419.8
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)
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Other income (expense), net
(5)(6)
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(0.3
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)
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(10.0
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)
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490.0
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38.4
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56.3
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Interest expense, net
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(14.0
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)
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(20.7
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)
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(20.1
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)
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(62.7
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)
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(65.7
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)
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Loss on early extinguishment of debt
(7)
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(1.3
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)
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(1.4
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)
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(32.5
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)
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—
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—
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Income (loss) from continuing operations before income taxes
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39.4
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(154.3
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)
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252.1
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8.6
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(429.2
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)
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Income tax (provision) benefit
(8)
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(9.1
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)
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2.7
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(137.5
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)
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13.2
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60.9
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Income (loss) from continuing operations
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30.3
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(151.6
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)
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114.6
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21.8
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(368.3
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)
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Income (loss) from discontinued operations, net of tax
(9)
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(97.9
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)
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34.6
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269.3
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190.5
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550.8
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Net income (loss)
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(67.6
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)
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(117.0
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)
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383.9
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212.3
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182.5
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Less: Net income (loss) attributable to noncontrolling interests
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(0.4
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)
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(34.3
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)
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(9.5
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)
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2.4
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2.8
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Net income (loss) attributable to SPX Corporation common shareholders
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(67.2
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)
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(82.7
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)
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393.4
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209.9
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179.7
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Adjustment related to redeemable noncontrolling interests
(10)
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(18.1
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)
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—
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—
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—
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—
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Net income (loss) attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interests
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$
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(85.3
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)
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$
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(82.7
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)
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$
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393.4
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$
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209.9
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$
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179.7
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Basic income (loss) per share of common stock:
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|||||
Income (loss) from continuing operations
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$
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0.30
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$
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(2.90
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)
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$
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2.98
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$
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0.46
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$
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(7.38
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)
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Income (loss) from discontinued operations
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(2.35
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)
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0.87
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6.30
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4.16
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10.97
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|||||
Net income (loss) per share
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$
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(2.05
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)
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$
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(2.03
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)
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$
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9.28
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$
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4.62
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$
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3.59
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Diluted income (loss) per share of common stock:
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|||||
Income (loss) from continuing operations
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$
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0.30
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$
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(2.90
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)
|
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$
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2.94
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|
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$
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0.46
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|
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$
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(7.38
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)
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Income (loss) from discontinued operations
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(2.32
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)
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|
0.87
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6.20
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4.10
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10.97
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|||||
Net income (loss) per share
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$
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(2.02
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)
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$
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(2.03
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)
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$
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9.14
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$
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4.56
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$
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3.59
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Dividends declared per share
(11)
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$
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—
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$
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0.75
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$
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1.50
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$
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1.00
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$
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1.00
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Other financial data:
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Total assets
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$
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1,912.5
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$
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2,179.3
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$
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5,894.3
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$
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6,851.7
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$
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7,128.0
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Total debt
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356.2
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371.8
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733.1
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1,057.6
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1,062.0
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|||||
Other long-term obligations
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921.1
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851.6
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861.8
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930.8
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994.1
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|||||
SPX shareholders’ equity
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191.6
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345.4
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1,808.7
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2,153.3
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2,219.8
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|||||
Noncontrolling interests
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—
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(37.1
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)
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3.2
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14.0
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11.3
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|||||
Capital expenditures
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11.7
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16.0
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19.3
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31.4
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50.7
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Depreciation and amortization
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26.5
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37.0
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40.6
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42.7
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40.1
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(1)
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During 2015 and 2014, we made revisions to expected revenues and profits on our large power projects in South Africa. These revisions resulted in a reduction of revenue and operating income of $57.2 and $95.0 in 2015 and a reduction in revenue and operating profit of $25.0 in 2014. See Notes 5 and 13 to our consolidated financial statements for additional details.
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(2)
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During
2016
,
2015
,
2014
,
2013
and
2012
, we recognized income (expense) related to changes in the fair value of plan assets, actuarial gains (losses), settlement gains (losses) and curtailment gains of $(12.0), $(15.9), $(95.0), $3.5 and $(140.3), respectively, associated with our pension and postretirement benefit plans.
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(3)
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During
2016
, we recorded impairment charges of $30.1 related to the intangible assets of our SPX Heat Transfer (“Heat Transfer”) business.
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(4)
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During
2016
, we sold our dry cooling business, resulting in a pre-tax gain of $18.4.
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(5)
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During 2014, we completed the sale of our 44.5% interest in EGS to Emerson Electric Co. for cash proceeds of $574.1, which resulted in a pre-tax gain of $491.2. Accordingly, we recognized no equity earnings from this joint venture after 2013. Our equity earnings from this investment totaled $41.9 and $39.0 in 2013 and 2012, respectively.
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(6)
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During
2016
,
2015
,
2014
,
2013
and
2012
, we recognized gains (losses) of $(2.4), $(8.6), $(2.6), $1.6 and $7.6, respectively, associated with foreign currency transactions, foreign currency forward contracts, and currency forward embedded derivatives.
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(7)
|
During the third quarter of 2016, we elected to reduce our participation foreign credit instrument facility commitment and our bilateral foreign credit instrument facility commitment by $125.0 and $75.0, respectively. In connection with the reduction of our foreign credit instrument facility commitments, we recorded a charge of $1.3 to “Loss on early extinguishment of debt” during 2016 associated with the write-off of the unamortized deferred financing fees related to this previously available issuance capacity of $200.0.
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(8)
|
During
2016
, our income tax provision was impacted by $0.3 of income taxes that were provided in connection with the $18.4 gain that was recorded on the sale of the dry cooling business, $2.4 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, and $13.7 of foreign losses generated during the year for which no tax benefit was recognized, as future realization of such tax benefit is considered unlikely.
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(9)
|
During 2016, we completed the sale of Balcke Dürr, resulting in a net loss of $78.6.
|
(10)
|
In connection with our noncontrolling interest in our South African subsidiary, we have reflected an adjustment of $18.1 to “Net income (loss) attributable to SPX Corporation common shareholders” for the excess redemption amount of the put option in our calculations of basic and diluted earnings per share for the year ended December 31,
2016
. See Note 13 to our consolidated financial statements for additional details regarding the put option and this adjustment.
|
(11)
|
In connection with the Spin-Off, we discontinued dividend payments immediately following the dividend payment for the second quarter of 2015.
|
(12)
|
During
2015
,
2014
,
2013
, and
2012
there was a significant amount of general and administrative costs associated with corporate employees and other corporate support that transferred to SPX FLOW at the time of the Spin-Off and did not meet the requirements to be presented within discontinued operations.
|
•
|
On November 20, 2015, we entered into an agreement for the sale of our dry cooling business, a business that provides dry cooling products to the global power generation markets, to Paharpur Cooling Towers Limited (“Paharpur”).
|
•
|
On March 30, 2016, we completed the sale for cash proceeds of $47.6 (net of cash transferred with the business of $3.0).
|
•
|
In connection with the sale, we recorded a pre-tax gain of $18.4.
|
•
|
The gain includes a reclassification from “Equity” of other comprehensive income of $40.4 related to foreign currency translation.
|
•
|
On November 22, 2016, we entered into an agreement for the sale of Balcke Dürr, a business that provides heat exchangers and other related components primarily to the European and Asian power generation markets, to a subsidiary of mutares AG (the “Buyer”).
|
•
|
On December 30, 2016, we completed the sale for cash proceeds of less than $0.1.
|
•
|
We left $21.1 of cash in Balcke Dürr at the time of sale and provided the Buyer a non-interest bearing loan of $9.1, payable in installments at the end of 2018 and 2019.
|
•
|
The related agreement provides that existing parent company guarantees of approximately
€79.0
and bank and surety bonds of approximately
€79.0
will remain in place through each instrument’s expiration date, with such expiration dates ranging from 2017 to 2022.
|
•
|
Balcke Dürr, the Buyer, and the Buyer’s parent company have provided certain indemnifications in the event that any of these guarantees or bonds are called. See Notes 2, 4 and 15 to our consolidated financial statements for additional details on the guarantees, bonds, and related indemnifications.
|
•
|
The results of Balcke Dürr are presented as a discontinued operation for all periods presented. See Notes 1 and 4 to our consolidated financial statements for additional details.
|
•
|
In connection with the sale, we recorded a net loss of $78.6 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for 2016.
|
•
|
The net loss includes a charge of $5.1 associated with the estimated fair value of the parent company guarantees and the bank and surety bonds, after consideration of the indemnifications provided in the event any of these guarantees or bonds are called.
|
•
|
The aforementioned gain of $18.4 on the sale of the dry cooling business.
|
•
|
Impairment charges of $30.1 associated with the intangible assets of our Heat Transfer business. See Note 8 to our consolidated financial statements for additional details.
|
•
|
A reduction in operating income of $95.0 associated with a third quarter 2015 revision to our estimates of expected revenues and profits on our large power projects in South Africa.
|
•
|
A significant amount of general and administrative costs associated with corporate employees and other corporate support that transferred to SPX FLOW at the time of the Spin-Off.
|
|
Year ended December 31,
|
|
2016 vs
|
|
2015 vs
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2015%
|
|
2014%
|
||||||||
Revenues
|
$
|
1,472.3
|
|
|
$
|
1,559.0
|
|
|
$
|
1,694.4
|
|
|
(5.6
|
)%
|
|
(8.0
|
)%
|
Gross profit
|
375.8
|
|
|
275.9
|
|
|
366.4
|
|
|
36.2
|
|
|
(24.7
|
)
|
|||
% of revenues
|
25.5
|
%
|
|
17.7
|
%
|
|
21.6
|
%
|
|
|
|
|
|
|
|||
Selling, general and administrative expense
|
301.0
|
|
|
387.8
|
|
|
511.2
|
|
|
(22.4
|
)
|
|
(24.1
|
)
|
|||
% of revenues
|
20.4
|
%
|
|
24.9
|
%
|
|
30.2
|
%
|
|
|
|
|
|
|
|||
Intangible amortization
|
2.8
|
|
|
5.2
|
|
|
5.7
|
|
|
(46.2
|
)
|
|
(8.8
|
)
|
|||
Impairment of intangible and other long-term assets
|
30.1
|
|
|
—
|
|
|
28.9
|
|
|
*
|
|
|
*
|
|
|||
Special charges, net
|
5.3
|
|
|
5.1
|
|
|
5.9
|
|
|
3.9
|
|
|
(13.6
|
)
|
|||
Gain on sale of dry cooling business
|
18.4
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Other income (expense), net
|
(0.3
|
)
|
|
(10.0
|
)
|
|
490.0
|
|
|
*
|
|
|
*
|
|
|||
Interest expense, net
|
(14.0
|
)
|
|
(20.7
|
)
|
|
(20.1
|
)
|
|
(32.4
|
)
|
|
3.0
|
|
|||
Loss on early extinguishment of debt
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(32.5
|
)
|
|
(7.1
|
)
|
|
(95.7
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
39.4
|
|
|
(154.3
|
)
|
|
252.1
|
|
|
*
|
|
|
*
|
|
|||
Income tax (provision) benefit
|
(9.1
|
)
|
|
2.7
|
|
|
(137.5
|
)
|
|
*
|
|
|
*
|
|
|||
Income (loss) from continuing operations
|
30.3
|
|
|
(151.6
|
)
|
|
114.6
|
|
|
*
|
|
|
*
|
|
|||
Components of consolidated revenue decline:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Organic
|
|
|
|
|
|
|
|
|
|
(3.3
|
)
|
|
(3.7
|
)
|
|||
Foreign currency
|
|
|
|
|
|
|
|
|
|
(1.9
|
)
|
|
(2.4
|
)
|
|||
Sale of dry cooling business
|
|
|
|
|
|
|
(4.1
|
)
|
|
—
|
|
||||||
South Africa revenue revision
|
|
|
|
|
|
|
|
|
|
3.7
|
|
|
(1.9
|
)
|
|||
Net revenue decline
|
|
|
|
|
|
|
|
|
|
(5.6
|
)
|
|
(8.0
|
)
|
*
|
Not meaningful for comparison purposes.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Employee termination costs
|
$
|
1.7
|
|
|
$
|
4.5
|
|
|
$
|
5.3
|
|
Facility consolidation costs
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||
Other cash costs, net
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|||
Non-cash asset write-downs
|
3.6
|
|
|
0.3
|
|
|
—
|
|
|||
Total
|
$
|
5.3
|
|
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
153.4
|
|
|
$
|
160.3
|
|
|
$
|
258.3
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
144.2
|
|
|
143.8
|
|
|
198.5
|
|
|||
Selling, general and administrative
|
31.4
|
|
|
37.9
|
|
|
50.6
|
|
|||
Impairment of goodwill
|
—
|
|
|
13.7
|
|
|
—
|
|
|||
Special charges (credits), net
|
(1.3
|
)
|
|
12.7
|
|
|
3.4
|
|
|||
Other expense, net
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(2.1
|
)
|
|||
Income (loss) before taxes
|
(21.1
|
)
|
|
(48.7
|
)
|
|
3.7
|
|
|||
Income tax (provision) benefit
|
4.5
|
|
|
9.1
|
|
|
(2.2
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(16.6
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
1.5
|
|
ASSETS:
|
|
||
Cash and equivalents
|
$
|
4.2
|
|
Accounts receivable, net
|
61.9
|
|
|
Inventories, net
|
9.4
|
|
|
Other current assets
|
8.7
|
|
|
Assets of discontinued operations - current
|
84.2
|
|
|
Property, plant and equipment, net
|
14.2
|
|
|
Other assets (includes $19.6 of “Deferred and other income taxes”)
|
21.6
|
|
|
Assets of discontinued operations - non current
|
35.8
|
|
|
Total assets - discontinued operations
|
$
|
120.0
|
|
|
|
||
LIABILITIES:
|
|
||
Accounts payable
|
$
|
19.9
|
|
Accrued expenses
|
53.9
|
|
|
Income taxes payable
|
0.1
|
|
|
Liabilities of discontinued operations - current
|
73.9
|
|
|
Liabilities of discontinued operations - non current (includes $15.5 of “Deferred and other income taxes”)
|
24.0
|
|
|
Total liabilities - discontinued operations
|
$
|
97.9
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Non-cash items included in income (loss) from discontinued operations, net of tax
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
2.0
|
|
|
$
|
2.2
|
|
|
$
|
2.8
|
|
Impairment of goodwill
|
—
|
|
|
13.7
|
|
|
—
|
|
|||
Capital expenditures
|
0.7
|
|
|
1.9
|
|
|
1.1
|
|
|
Year ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Revenues
|
$
|
1,775.1
|
|
|
$
|
2,768.4
|
|
Costs and expenses:
|
|
|
|
|
|
||
Costs of products sold
|
1,179.3
|
|
|
1,831.0
|
|
||
Selling, general and administrative
(2)
|
368.2
|
|
|
507.8
|
|
||
Intangible amortization
|
17.7
|
|
|
26.1
|
|
||
Impairment of intangible assets
|
15.0
|
|
|
11.7
|
|
||
Special charges
|
41.2
|
|
|
13.8
|
|
||
Other income (expense), net
(3)
|
1.3
|
|
|
(1.9
|
)
|
||
Interest expense, net
|
(32.6
|
)
|
|
(41.1
|
)
|
||
Income before taxes
|
122.4
|
|
|
335.0
|
|
||
Income tax provision
|
(43.0
|
)
|
|
(75.5
|
)
|
||
Income from discontinued operations
|
79.4
|
|
|
259.5
|
|
||
Less: Net loss attributable to noncontrolling interest
|
(0.9
|
)
|
|
(2.2
|
)
|
||
Income from discontinued operations attributable to common shareholders
|
$
|
80.3
|
|
|
$
|
261.7
|
|
(1)
|
Represents financial results for SPX FLOW through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by $1.4 that was recorded during the fourth quarter of 2015.
|
(2)
|
Includes
$30.8
and $3.5 for the years ended December 31, 2015 and December 31, 2014, respectively, of professional fees and other costs that were incurred in connection with the Spin-Off.
|
(3)
|
Includes, for the year ended December 31, 2014, $5.0 of costs incurred to obtain the consents required of the holders of our 6.875% senior notes to amend certain provisions of the indenture governing such senior notes, with such consent obtained in connection with the Spin-Off.
|
|
Year ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Non-cash items included in income from discontinued operations, net of tax
|
|
|
|
||||
Depreciation and amortization
|
$
|
44.3
|
|
|
$
|
65.8
|
|
Impairment of intangible assets
|
15.0
|
|
|
11.7
|
|
||
Capital expenditures
|
43.1
|
|
|
40.7
|
|
||
Payment of capital lease obligation
|
—
|
|
|
60.8
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27.7
|
|
Pre-tax loss
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|||
Loss from discontinued operations, net
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
(1)
|
|
2014
|
||||||
Balcke Dürr
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
$
|
(107.0
|
)
|
|
$
|
(48.7
|
)
|
|
$
|
3.7
|
|
Income tax (provision) benefit
|
11.8
|
|
|
9.1
|
|
|
(2.2
|
)
|
|||
Income (loss) from discontinued operations, net
|
(95.2
|
)
|
|
(39.6
|
)
|
|
1.5
|
|
|||
|
|
|
|
|
|
||||||
SPX FLOW
|
|
|
|
|
|
||||||
Income from discontinued operations
|
—
|
|
|
122.4
|
|
|
335.0
|
|
|||
Income tax provision
|
—
|
|
|
(43.0
|
)
|
|
(75.5
|
)
|
|||
Income from discontinued operations, net
|
—
|
|
|
79.4
|
|
|
259.5
|
|
|||
|
|
|
|
|
|
||||||
All other
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
(3.7
|
)
|
|
(8.6
|
)
|
|
22.1
|
|
|||
Income tax (provision) benefit
|
1.0
|
|
|
3.4
|
|
|
(13.8
|
)
|
|||
Income (loss) from discontinued operations, net
|
(2.7
|
)
|
|
(5.2
|
)
|
|
8.3
|
|
|||
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
(110.7
|
)
|
|
65.1
|
|
|
360.8
|
|
|||
Income tax (provision) benefit
|
12.8
|
|
|
(30.5
|
)
|
|
(91.5
|
)
|
|||
Income (loss) from discontinued operations, net
|
$
|
(97.9
|
)
|
|
$
|
34.6
|
|
|
$
|
269.3
|
|
(1)
|
For SPX FLOW, represents financial results through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by $1.4 that was recorded during the fourth quarter of 2015.
|
Assets:
|
|
||
Accounts receivable, net
|
$
|
49.2
|
|
Inventories, net
|
12.9
|
|
|
Other current assets
|
13.9
|
|
|
Property, plant and equipment, net
|
3.3
|
|
|
Goodwill
|
10.7
|
|
|
Intangibles, net
|
8.3
|
|
|
Other assets
|
8.8
|
|
|
Assets held for sale
|
$
|
107.1
|
|
Liabilities:
|
|
||
Accounts payable
|
$
|
13.7
|
|
Accrued expenses
|
25.3
|
|
|
Other long-term liabilities
|
2.3
|
|
|
Liabilities held for sale
|
$
|
41.3
|
|
|
Year Ended December 31,
|
|
2016 vs.
2015%
|
|
2015 vs.
2014%
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Revenues
|
$
|
509.5
|
|
|
$
|
529.1
|
|
|
$
|
535.7
|
|
|
(3.7
|
)
|
|
(1.2
|
)
|
Income
|
80.2
|
|
|
80.2
|
|
|
69.4
|
|
|
—
|
|
|
15.6
|
|
|||
% of revenues
|
15.7
|
%
|
|
15.2
|
%
|
|
13.0
|
%
|
|
|
|
|
|
|
|||
Components of revenue decline:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Organic
|
|
|
|
|
|
|
|
|
|
(2.4
|
)
|
|
(0.7
|
)
|
|||
Foreign currency
|
|
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
(0.5
|
)
|
|||
Net revenue decline
|
|
|
|
|
|
|
|
|
|
(3.7
|
)
|
|
(1.2
|
)
|
|
Year Ended December 31,
|
|
2016 vs.
2015%
|
|
2015 vs.
2014%
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Revenues
|
$
|
226.4
|
|
|
$
|
232.3
|
|
|
$
|
244.4
|
|
|
(2.5
|
)
|
|
(5.0
|
)
|
Income
|
45.3
|
|
|
46.0
|
|
|
55.2
|
|
|
(1.5
|
)
|
|
(16.7
|
)
|
|||
% of revenues
|
20.0
|
%
|
|
19.8
|
%
|
|
22.6
|
%
|
|
|
|
|
|
|
|||
Components of revenue decline:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Organic
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
(2.5
|
)
|
|||
Foreign currency
|
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
(2.5
|
)
|
|||
Net revenue decline
|
|
|
|
|
|
|
|
|
|
(2.5
|
)
|
|
(5.0
|
)
|
|
Year Ended December 31,
|
|
2016 vs.
2015%
|
|
2015 vs.
2014%
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Revenues
|
$
|
736.4
|
|
|
$
|
797.6
|
|
|
$
|
914.3
|
|
|
(7.7
|
)
|
|
(12.8
|
)
|
Income (loss)
|
17.3
|
|
|
(87.4
|
)
|
|
(3.6
|
)
|
|
*
|
|
|
*
|
|
|||
% of revenues
|
2.3
|
%
|
|
(11.0
|
)%
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|||
Components of revenue decline:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Organic
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
|
(5.8
|
)
|
|||
Foreign currency
|
|
|
|
|
|
|
|
|
|
(2.3
|
)
|
|
(3.5
|
)
|
|||
Sale of dry cooling business
|
|
|
|
|
|
|
(8.1
|
)
|
|
—
|
|
||||||
South Africa revenue revision
|
|
|
|
|
|
|
7.2
|
|
|
(3.5
|
)
|
||||||
Net revenue decline
|
|
|
|
|
|
|
|
|
|
(7.7
|
)
|
|
(12.8
|
)
|
*
|
Not meaningful for comparison purposes.
|
|
Year Ended December 31,
|
|
2016 vs.
2015%
|
|
2015 vs.
2014%
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Total consolidated revenues
|
$
|
1,472.3
|
|
|
$
|
1,559.0
|
|
|
$
|
1,694.4
|
|
|
(5.6
|
)
|
|
(8.0
|
)
|
Corporate expense
|
41.7
|
|
|
103.4
|
|
|
133.9
|
|
|
(59.7
|
)
|
|
(22.8
|
)
|
|||
% of revenues
|
2.8
|
%
|
|
6.6
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|||
Pension and postretirement expense
|
15.4
|
|
|
18.6
|
|
|
104.9
|
|
|
(17.2
|
)
|
|
(82.3
|
)
|
|||
Long-term incentive compensation expense
|
13.7
|
|
|
33.9
|
|
|
32.7
|
|
|
(59.6
|
)
|
|
3.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|||
Cash flows from (used in) operating activities
|
$
|
53.4
|
|
|
$
|
(76.0
|
)
|
|
$
|
(326.1
|
)
|
Cash flows from (used in) investing activities
|
36.4
|
|
|
(14.0
|
)
|
|
554.9
|
|
|||
Cash flows used in financing activities
|
(20.5
|
)
|
|
(173.7
|
)
|
|
(842.5
|
)
|
|||
Cash flows from (used in) discontinued operations
|
(77.8
|
)
|
|
(4.6
|
)
|
|
414.7
|
|
|||
Change in cash and equivalents due to changes in foreign currency exchange rates
|
6.7
|
|
|
(57.9
|
)
|
|
(65.2
|
)
|
|||
Net change in cash and equivalents
|
$
|
(1.8
|
)
|
|
$
|
(326.2
|
)
|
|
$
|
(264.2
|
)
|
|
December 31,
2015 |
|
Borrowings
|
|
Repayments
|
|
Other
(4)
|
|
December 31,
2016 |
||||||||||
Revolving loans
|
$
|
—
|
|
|
$
|
56.2
|
|
|
$
|
(56.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
(1)
|
348.0
|
|
|
—
|
|
|
(8.8
|
)
|
|
0.4
|
|
|
339.6
|
|
|||||
Trade receivables financing arrangement
(2)
|
—
|
|
|
72.0
|
|
|
(72.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Other indebtedness
(3)
|
23.8
|
|
|
33.5
|
|
|
(43.6
|
)
|
|
2.9
|
|
|
16.6
|
|
|||||
Total debt
|
371.8
|
|
|
$
|
161.7
|
|
|
$
|
(180.6
|
)
|
|
$
|
3.3
|
|
|
356.2
|
|
||
Less: short-term debt
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
14.8
|
|
|||||
Less: current maturities of long-term debt
|
9.1
|
|
|
|
|
|
|
|
|
17.9
|
|
||||||||
Total long-term debt
|
$
|
340.6
|
|
|
|
|
|
|
|
|
$
|
323.5
|
|
(1)
|
The term loan is repayable in quarterly installments of 5.0% annually, beginning in the third quarter of 2016. The remaining balance is repayable in full on September 24, 2020. Balances are net of unamortized debt issuance costs of $1.6 and $2.0 at
December 31, 2016
and
December 31, 2015
, respectively.
|
(2)
|
Under this arrangement, we can borrow, on a continuous basis, up to
$50.0
, as available. At
December 31, 2016
, we had
$39.9
of available borrowing capacity under this facility.
|
(3)
|
Primarily included capital lease obligations of
$1.7
and
$1.7
, balances under purchase card programs of
$3.9
and
$4.8
, borrowings under a line of credit in South Africa of
$10.2
and
$0.0
, and borrowings under a line of credit in China of
$0.0
and
$17.3
, at
December 31, 2016
and
2015
, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
|
(4)
|
“Other” primarily includes debt assumed, foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar, and the impact of amortization of debt issuance costs associated with the term loan.
|
•
|
A term loan facility in an aggregate principle amount of
$350.0
;
|
•
|
A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to
$200.0
;
|
•
|
A global revolving credit facility, available for loans in Euros, GBP and other currencies, in an aggregate principal amount up to the equivalent of
$150.0
;
|
•
|
A participation foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of
$175.0
; and
|
•
|
A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of
$125.0
.
|
Consolidated
Leverage
Ratio
|
|
Domestic
Revolving
Commitment
Fee
|
|
Global
Revolving
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
Foreign
Credit
Commitment
Fee
|
|
Foreign
Credit
Instrument
Fee
|
|
LIBOR
Rate
Loans
|
|
ABR
Loans
|
|||||||
Greater than or equal to 3.00 to 1.0
|
|
0.350
|
%
|
|
0.350
|
%
|
|
2.000
|
%
|
|
0.350
|
%
|
|
1.250
|
%
|
|
2.000
|
%
|
|
1.000
|
%
|
Between 2.00 to 1.0 and 3.00 to 1.0
|
|
0.300
|
%
|
|
0.300
|
%
|
|
1.750
|
%
|
|
0.300
|
%
|
|
1.000
|
%
|
|
1.750
|
%
|
|
0.750
|
%
|
Between 1.50 to 1.0 and 2.00 to 1.0
|
|
0.275
|
%
|
|
0.275
|
%
|
|
1.500
|
%
|
|
0.275
|
%
|
|
0.875
|
%
|
|
1.500
|
%
|
|
0.500
|
%
|
Between 1.00 to 1.0 and 1.50 to 1.0
|
|
0.250
|
%
|
|
0.250
|
%
|
|
1.375
|
%
|
|
0.250
|
%
|
|
0.800
|
%
|
|
1.375
|
%
|
|
0.375
|
%
|
Less than 1.00 to 1.0
|
|
0.225
|
%
|
|
0.225
|
%
|
|
1.250
|
%
|
|
0.225
|
%
|
|
0.750
|
%
|
|
1.250
|
%
|
|
0.250
|
%
|
•
|
Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and
|
•
|
SPX with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.
|
•
|
A Consolidated Interest Coverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least 3.50 to 1.00; and
|
•
|
A Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than 3.25 to 1.00 (or 3.50 to 1.00 for the four fiscal quarters after certain permitted acquisitions).
|
|
Total
|
|
Due
Within
1 Year
|
|
Due in
1-3 Years
|
|
Due in
3-5 Years
|
|
Due After
5 Years
|
||||||||||
Short-term debt obligations
|
$
|
14.8
|
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt obligations
|
343.0
|
|
|
17.9
|
|
|
35.9
|
|
|
289.2
|
|
|
—
|
|
|||||
Pension and postretirement benefit plan contributions and payments
(1)
|
276.0
|
|
|
20.9
|
|
|
39.4
|
|
|
33.8
|
|
|
181.9
|
|
|||||
Purchase and other contractual obligation
(2)
|
99.3
|
|
|
98.2
|
|
|
0.5
|
|
|
0.6
|
|
|
—
|
|
|||||
Future minimum operating lease payment
(3)
|
37.7
|
|
|
8.1
|
|
|
13.1
|
|
|
8.7
|
|
|
7.8
|
|
|||||
Interest payments
|
36.8
|
|
|
10.6
|
|
|
19.6
|
|
|
6.6
|
|
|
—
|
|
|||||
Total contractual cash obligations
(4)
|
$
|
807.6
|
|
|
$
|
170.5
|
|
|
$
|
108.5
|
|
|
$
|
338.9
|
|
|
$
|
189.7
|
|
(1)
|
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), rate of compensation increases, and health care cost trend rates. The expected pension contributions for the U.S. plans in 2017 and thereafter reflect the minimum required contributions under the Pension Protection Act of 2006 and the Worker, Retiree, and Employer Recovery Act of 2008. These contributions do not reflect potential voluntary contributions, or additional contributions that may be required in connection with acquisitions, dispositions or related plan mergers. See Note 9 to our consolidated financial statements for additional information on expected future contributions and benefit payments.
|
(2)
|
Represents contractual commitments to purchase goods and services at specified dates.
|
(3)
|
Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.
|
(4)
|
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. We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by approximately $6.0 to $10.0. In addition, the above table does not include potential payments under (i) our derivative financial instruments or (ii) the guarantees and bonds associated with Balcke Dürr.
|
•
|
Sales Price Incentives and Sales Price Escalation Clauses — Sales price incentives and sales price escalations that are reasonably assured and reasonably estimable are recorded over the performance period of the contract. Otherwise, these amounts are recorded when awarded.
|
•
|
Cost Recovery for Product Design Changes and Claims — On occasion, design specifications may change during the course of the contract. Any additional costs arising from these changes may be supported by change orders, or we may submit a claim to the customer. Change orders are accounted for as described above. See below for our accounting policies related to claims.
|
•
|
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. Changes in our supplier relationships, delays in obtaining materials, or changes in material prices can have a significant impact on our cost and profitability estimates.
|
•
|
Use of Subcontractors — Our arrangements with subcontractors are generally based on fixed prices; however, our estimates of the cost and profitability can be impacted by subcontractor delays, customer claims arising from subcontractor performance issues, or a subcontractor’s inability to fulfill its obligations.
|
•
|
Labor Costs and Anticipated Productivity Levels — Where applicable, we include the impact of labor improvements in our estimation of costs, such as in cases where we expect a favorable learning curve over the duration of the contract. In these cases, if the improvements do not materialize, costs and profitability could be adversely impacted. Additionally, to the extent we are more or less productive than originally anticipated, estimated costs and profitability may also be impacted.
|
•
|
Effect of Foreign Currency Fluctuations — Fluctuations between currencies in which our long-term contracts are denominated and the currencies under which contract costs are incurred can have an impact on profitability. When the impact on profitability is potentially significant, we may enter into FX forward contracts or prepay certain vendors for raw materials to manage the potential exposure. See Note 12 to our consolidated financial statements for additional details on our FX forward contracts.
|
•
|
Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance;
|
•
|
Significant changes in end markets or other economic factors;
|
•
|
Significant changes or planned changes in our use of a reporting unit’s assets; and
|
•
|
Significant changes in customer relationships and competitive conditions.
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||
Term loan
|
$
|
17.5
|
|
|
$
|
17.5
|
|
|
$
|
17.5
|
|
|
$
|
288.7
|
|
|
$
|
—
|
|
|
$
|
341.2
|
|
|
$
|
341.2
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5
|
%
|
|
|
|
|
Page
|
SPX Corporation and Subsidiaries
|
|
Consolidated Financial Statements:
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
1,472.3
|
|
|
$
|
1,559.0
|
|
|
$
|
1,694.4
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of products sold
|
1,096.5
|
|
|
1,283.1
|
|
|
1,328.0
|
|
|||
Selling, general and administrative
|
301.0
|
|
|
387.8
|
|
|
511.2
|
|
|||
Intangible amortization
|
2.8
|
|
|
5.2
|
|
|
5.7
|
|
|||
Impairment of intangible and other long-term assets
|
30.1
|
|
|
—
|
|
|
28.9
|
|
|||
Special charges, net
|
5.3
|
|
|
5.1
|
|
|
5.9
|
|
|||
Gain on sale of dry cooling business
|
18.4
|
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
55.0
|
|
|
(122.2
|
)
|
|
(185.3
|
)
|
|||
Other income (expense), net
|
(0.3
|
)
|
|
(10.0
|
)
|
|
490.0
|
|
|||
Interest expense
|
(14.8
|
)
|
|
(22.0
|
)
|
|
(23.6
|
)
|
|||
Interest income
|
0.8
|
|
|
1.3
|
|
|
3.5
|
|
|||
Loss on early extinguishment of debt
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(32.5
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
39.4
|
|
|
(154.3
|
)
|
|
252.1
|
|
|||
Income tax (provision) benefit
|
(9.1
|
)
|
|
2.7
|
|
|
(137.5
|
)
|
|||
Income (loss) from continuing operations
|
30.3
|
|
|
(151.6
|
)
|
|
114.6
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(16.6
|
)
|
|
39.8
|
|
|
256.0
|
|
|||
Gain (loss) on disposition of discontinued operations, net of tax
|
(81.3
|
)
|
|
(5.2
|
)
|
|
13.3
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(97.9
|
)
|
|
34.6
|
|
|
269.3
|
|
|||
Net income (loss)
|
(67.6
|
)
|
|
(117.0
|
)
|
|
383.9
|
|
|||
Less: Net loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
(34.3
|
)
|
|
(9.5
|
)
|
|||
Net income (loss) attributable to SPX Corporation common shareholders
|
(67.2
|
)
|
|
(82.7
|
)
|
|
393.4
|
|
|||
Adjustment related to redeemable noncontrolling interest (Note 13)
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to SPX Corporation common shareholders after
adjustment related to redeemable noncontrolling interest
|
$
|
(85.3
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
393.4
|
|
|
|
|
|
|
|
||||||
Amounts attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
$
|
12.6
|
|
|
$
|
(118.2
|
)
|
|
$
|
126.3
|
|
Income (loss) from discontinued operations, net of tax
|
(97.9
|
)
|
|
35.5
|
|
|
267.1
|
|
|||
Net income (loss)
|
$
|
(85.3
|
)
|
|
$
|
(82.7
|
)
|
|
$
|
393.4
|
|
Basic income (loss) per share of common stock:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
0.30
|
|
|
$
|
(2.90
|
)
|
|
$
|
2.98
|
|
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders
|
(2.35
|
)
|
|
0.87
|
|
|
6.30
|
|
|||
Net income (loss) per share attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
(2.05
|
)
|
|
$
|
(2.03
|
)
|
|
$
|
9.28
|
|
Weighted-average number of common shares outstanding — basic
|
41.610
|
|
|
40.733
|
|
|
42.400
|
|
|||
Diluted income (loss) per share of common stock:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
0.30
|
|
|
$
|
(2.90
|
)
|
|
$
|
2.94
|
|
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders
|
(2.32
|
)
|
|
0.87
|
|
|
6.20
|
|
|||
Net income (loss) per share attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
(2.02
|
)
|
|
$
|
(2.03
|
)
|
|
$
|
9.14
|
|
Weighted-average number of common shares outstanding — diluted
|
42.161
|
|
|
40.733
|
|
|
43.031
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(67.6
|
)
|
|
$
|
(117.0
|
)
|
|
$
|
383.9
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
|
||||
Pension liability adjustment, net of tax (provision) benefit of $0.4, $(0.1), and $(5.2) in 2016, 2015 and 2014, respectively
|
(0.6
|
)
|
|
(0.4
|
)
|
|
9.7
|
|
|||
Net unrealized gains (losses) on qualifying cash flow hedges, net of tax (provision) benefit of $(1.7), $(0.3) and $0.1 in 2016, 2015 and 2014, respectively
|
3.3
|
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
Net unrealized gains on available-for-sale securities
|
—
|
|
|
—
|
|
|
3.7
|
|
|||
Foreign currency translation adjustments
|
(50.9
|
)
|
|
(132.9
|
)
|
|
(237.8
|
)
|
|||
Other comprehensive loss, net
|
(48.2
|
)
|
|
(133.9
|
)
|
|
(224.9
|
)
|
|||
Total comprehensive income (loss)
|
(115.8
|
)
|
|
(250.9
|
)
|
|
159.0
|
|
|||
Less: Total comprehensive loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
(34.3
|
)
|
|
(9.5
|
)
|
|||
Total comprehensive income (loss) attributable to SPX Corporation common shareholders
|
$
|
(115.4
|
)
|
|
$
|
(216.6
|
)
|
|
$
|
168.5
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
99.6
|
|
|
$
|
97.2
|
|
Accounts receivable, net
|
251.7
|
|
|
305.1
|
|
||
Inventories, net
|
145.7
|
|
|
161.3
|
|
||
Other current assets
|
30.6
|
|
|
27.4
|
|
||
Assets held for sale
|
—
|
|
|
107.1
|
|
||
Assets of discontinued operations
|
—
|
|
|
84.2
|
|
||
Total current assets
|
527.6
|
|
|
782.3
|
|
||
Property, plant and equipment:
|
|
|
|
|
|||
Land
|
15.4
|
|
|
15.3
|
|
||
Buildings and leasehold improvements
|
117.3
|
|
|
113.0
|
|
||
Machinery and equipment
|
329.8
|
|
|
328.8
|
|
||
|
462.5
|
|
|
457.1
|
|
||
Accumulated depreciation
|
(267.0
|
)
|
|
(251.8
|
)
|
||
Property, plant and equipment, net
|
195.5
|
|
|
205.3
|
|
||
Goodwill
|
340.4
|
|
|
342.8
|
|
||
Intangibles, net
|
117.9
|
|
|
154.2
|
|
||
Other assets
|
680.5
|
|
|
627.6
|
|
||
Deferred income taxes
|
50.6
|
|
|
31.3
|
|
||
Assets of discontinued operations
|
—
|
|
|
35.8
|
|
||
TOTAL ASSETS
|
$
|
1,912.5
|
|
|
$
|
2,179.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
137.6
|
|
|
$
|
157.0
|
|
Accrued expenses
|
304.3
|
|
|
349.8
|
|
||
Income taxes payable
|
1.7
|
|
|
1.6
|
|
||
Short-term debt
|
14.8
|
|
|
22.1
|
|
||
Current maturities of long-term debt
|
17.9
|
|
|
9.1
|
|
||
Liabilities held for sale
|
—
|
|
|
41.3
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
73.9
|
|
||
Total current liabilities
|
476.3
|
|
|
654.8
|
|
||
Long-term debt
|
323.5
|
|
|
340.6
|
|
||
Deferred and other income taxes
|
42.4
|
|
|
39.7
|
|
||
Other long-term liabilities
|
878.7
|
|
|
811.9
|
|
||
Liabilities of discontinued operations
|
—
|
|
|
24.0
|
|
||
Total long-term liabilities
|
1,244.6
|
|
|
1,216.2
|
|
||
Commitments and contingent liabilities (Note 13)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|||
SPX Corporation shareholders’ equity:
|
|
|
|
|
|||
Common stock (50,754,779 and 41,940,089 issued and outstanding at December 31, 2016, respectively, and 100,525,876 and 41,415,909 issued and outstanding at December 31, 2015, respectively)
|
0.5
|
|
|
1.0
|
|
||
Paid-in capital
|
1,307.9
|
|
|
2,649.6
|
|
||
Retained earnings (deficit)
|
(831.6
|
)
|
|
897.8
|
|
||
Accumulated other comprehensive income
|
235.1
|
|
|
283.3
|
|
||
Common stock in treasury (8,814,690 and 59,109,967 shares at December 31, 2016 and 2015, respectively)
|
(520.3
|
)
|
|
(3,486.3
|
)
|
||
Total SPX Corporation shareholders’ equity
|
191.6
|
|
|
345.4
|
|
||
Noncontrolling interests
|
—
|
|
|
(37.1
|
)
|
||
Total equity
|
191.6
|
|
|
308.3
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,912.5
|
|
|
$
|
2,179.3
|
|
|
Common
Stock |
|
Paid-In
Capital |
|
Retained
Earnings (Deficit) |
|
Accum. Other
Comprehensive Income |
|
Common
Stock In Treasury |
|
SPX
Corporation Shareholders’ Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||
Balance at December 31, 2013
|
$
|
1.0
|
|
|
$
|
2,575.0
|
|
|
$
|
2,298.4
|
|
|
$
|
287.5
|
|
|
$
|
(3,008.6
|
)
|
|
$
|
2,153.3
|
|
|
$
|
14.0
|
|
|
$
|
2,167.3
|
|
Net income
|
—
|
|
|
—
|
|
|
393.4
|
|
|
—
|
|
|
—
|
|
|
393.4
|
|
|
(9.5
|
)
|
|
383.9
|
|
||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(224.9
|
)
|
|
—
|
|
|
(224.9
|
)
|
|
—
|
|
|
(224.9
|
)
|
||||||||
Dividends declared ($1.50 per share)
|
—
|
|
|
—
|
|
|
(63.2
|
)
|
|
—
|
|
|
—
|
|
|
(63.2
|
)
|
|
—
|
|
|
(63.2
|
)
|
||||||||
Exercise of stock options and other incentive plan activity
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
16.4
|
|
||||||||
Long-term incentive compensation expense, including $5.7 related to discontinued operations
|
—
|
|
|
38.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38.4
|
|
|
—
|
|
|
38.4
|
|
||||||||
Restricted stock and restricted stock unit vesting, including related tax benefit of $6.7 and net of tax withholdings
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
(15.9
|
)
|
|
—
|
|
|
(15.9
|
)
|
||||||||
Common stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(488.8
|
)
|
|
(488.8
|
)
|
|
—
|
|
|
(488.8
|
)
|
||||||||
Other changes in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
||||||||
Balance at December 31, 2014
|
1.0
|
|
|
2,608.0
|
|
|
2,628.6
|
|
|
62.6
|
|
|
(3,491.5
|
)
|
|
1,808.7
|
|
|
3.2
|
|
|
1,811.9
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(82.7
|
)
|
|
|
|
—
|
|
|
(82.7
|
)
|
|
(34.3
|
)
|
|
(117.0
|
)
|
|||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(133.9
|
)
|
|
—
|
|
|
(133.9
|
)
|
|
—
|
|
|
(133.9
|
)
|
||||||||
Dividends declared ($0.75 per share)
|
—
|
|
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
(30.9
|
)
|
||||||||
Incentive plan activity
|
—
|
|
|
14.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||||||
Long-term incentive compensation expense, including $6.0 related to discontinued operations
|
—
|
|
|
39.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.9
|
|
|
—
|
|
|
39.9
|
|
||||||||
Restricted stock and restricted stock unit vesting, including related tax benefit of $0.7 and net of tax withholdings
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
||||||||
Other changes in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
5.3
|
|
||||||||
Spin-Off of FLOW Business
|
—
|
|
|
—
|
|
|
(1,617.2
|
)
|
|
354.6
|
|
|
—
|
|
|
(1,262.6
|
)
|
|
(11.3
|
)
|
|
(1,273.9
|
)
|
||||||||
Balance at December 31, 2015
|
1.0
|
|
|
2,649.6
|
|
|
897.8
|
|
|
283.3
|
|
|
(3,486.3
|
)
|
|
345.4
|
|
|
(37.1
|
)
|
|
308.3
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(67.2
|
)
|
|
—
|
|
|
—
|
|
|
(67.2
|
)
|
|
(0.4
|
)
|
|
(67.6
|
)
|
||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(48.2
|
)
|
|
—
|
|
|
(48.2
|
)
|
|
—
|
|
|
(48.2
|
)
|
||||||||
Incentive plan activity
|
—
|
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||||||
Long-term incentive compensation expense
|
—
|
|
|
12.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
—
|
|
|
12.7
|
|
||||||||
Restricted stock and restricted stock unit vesting, including related tax benefit of $2.2 and net of tax withholdings
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
17.9
|
|
|
(3.9
|
)
|
|
—
|
|
|
(3.9
|
)
|
||||||||
Treasury share retirement
|
(0.5
|
)
|
|
(1,285.4
|
)
|
|
(1,662.2
|
)
|
|
|
|
|
2,948.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjustment related to redeemable noncontrolling interest (Note 13)
|
—
|
|
|
(56.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56.0
|
)
|
|
38.7
|
|
|
(17.3
|
)
|
||||||||
Other changes in noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||||||
Balance at December 31, 2016
|
$
|
0.5
|
|
|
$
|
1,307.9
|
|
|
$
|
(831.6
|
)
|
|
$
|
235.1
|
|
|
$
|
(520.3
|
)
|
|
$
|
191.6
|
|
|
$
|
—
|
|
|
$
|
191.6
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from (used in) operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(67.6
|
)
|
|
$
|
(117.0
|
)
|
|
$
|
383.9
|
|
Less: Income (loss) from discontinued operations, net of tax
|
(97.9
|
)
|
|
34.6
|
|
|
269.3
|
|
|||
Income (loss) from continuing operations
|
30.3
|
|
|
(151.6
|
)
|
|
114.6
|
|
|||
Adjustments to reconcile income (loss) from continuing operations to net cash from (used in) operating activities
|
|
|
|
|
|
|
|
|
|||
Special charges, net
|
5.3
|
|
|
5.1
|
|
|
5.9
|
|
|||
Gain on asset sales
|
(0.9
|
)
|
|
(1.2
|
)
|
|
(491.2
|
)
|
|||
Gain on sale of dry cooling business
|
(18.4
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible and other long-term assets
|
30.1
|
|
|
—
|
|
|
28.9
|
|
|||
Loss on early extinguishment of debt
|
1.3
|
|
|
1.4
|
|
|
32.5
|
|
|||
Deferred and other income taxes
|
—
|
|
|
4.9
|
|
|
(79.1
|
)
|
|||
Depreciation and amortization
|
26.5
|
|
|
37.0
|
|
|
40.6
|
|
|||
Pension and other employee benefits
|
24.8
|
|
|
35.2
|
|
|
122.9
|
|
|||
Long-term incentive compensation
|
13.7
|
|
|
33.9
|
|
|
32.7
|
|
|||
Other, net
|
3.2
|
|
|
3.8
|
|
|
2.4
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisition and divestitures
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and other assets
|
(28.7
|
)
|
|
(6.9
|
)
|
|
50.7
|
|
|||
Inventories
|
8.5
|
|
|
(21.2
|
)
|
|
(10.9
|
)
|
|||
Accounts payable, accrued expenses and other
|
(40.2
|
)
|
|
(11.3
|
)
|
|
(171.6
|
)
|
|||
Cash spending on restructuring actions
|
(2.1
|
)
|
|
(5.1
|
)
|
|
(4.5
|
)
|
|||
Net cash from (used in) continuing operations
|
53.4
|
|
|
(76.0
|
)
|
|
(326.1
|
)
|
|||
Net cash from (used in) discontinued operations
|
(46.9
|
)
|
|
37.5
|
|
|
402.5
|
|
|||
Net cash from (used in) operating activities
|
6.5
|
|
|
(38.5
|
)
|
|
76.4
|
|
|||
Cash flows from (used in) investing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from asset sales and other, net
|
48.1
|
|
|
2.0
|
|
|
574.1
|
|
|||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Capital expenditures
|
(11.7
|
)
|
|
(16.0
|
)
|
|
(19.3
|
)
|
|||
Net cash from (used in) continuing operations
|
36.4
|
|
|
(14.0
|
)
|
|
554.9
|
|
|||
Net cash from (used in) discontinued operations (includes cash divested with the sale of Balcke Dürr of $30.2 in 2016 and net cash proceeds from dispositions of $108.6 in 2014)
|
(30.9
|
)
|
|
(40.2
|
)
|
|
72.5
|
|
|||
Net cash from (used in) investing activities
|
5.5
|
|
|
(54.2
|
)
|
|
627.4
|
|
|||
Cash flows used in financing activities:
|
|
|
|
|
|
|
|
|
|||
Repurchase of senior notes (includes premiums paid of $30.6)
|
—
|
|
|
—
|
|
|
(530.6
|
)
|
|||
Borrowings under senior credit facilities
|
56.2
|
|
|
1,264.0
|
|
|
572.0
|
|
|||
Repayments under senior credit facilities
|
(65.0
|
)
|
|
(1,167.0
|
)
|
|
(339.0
|
)
|
|||
Borrowings under trade receivables agreement
|
72.0
|
|
|
156.0
|
|
|
91.0
|
|
|||
Repayments under trade receivables agreement
|
(72.0
|
)
|
|
(166.0
|
)
|
|
(81.0
|
)
|
|||
Net borrowings (repayments) under other financing arrangements
|
(10.1
|
)
|
|
12.2
|
|
|
7.0
|
|
|||
Purchases of common stock
|
—
|
|
|
—
|
|
|
(488.8
|
)
|
|||
Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other
|
(1.6
|
)
|
|
(6.2
|
)
|
|
(12.9
|
)
|
|||
Financing fees paid
|
—
|
|
|
(12.2
|
)
|
|
(0.4
|
)
|
|||
Dividends paid
|
—
|
|
|
(45.9
|
)
|
|
(59.8
|
)
|
|||
Cash divested in connection with the spin-off of FLOW Business
|
—
|
|
|
(208.6
|
)
|
|
—
|
|
|||
Net cash used in continuing operations
|
(20.5
|
)
|
|
(173.7
|
)
|
|
(842.5
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(1.9
|
)
|
|
(60.3
|
)
|
|||
Net cash used in financing activities
|
(20.5
|
)
|
|
(175.6
|
)
|
|
(902.8
|
)
|
|||
Change in cash and equivalents due to changes in foreign currency exchange rates
|
6.7
|
|
|
(57.9
|
)
|
|
(65.2
|
)
|
Net change in cash and equivalents
|
(1.8
|
)
|
|
(326.2
|
)
|
|
(264.2
|
)
|
|||
Consolidated cash and equivalents, beginning of period
|
101.4
|
|
|
427.6
|
|
|
691.8
|
|
|||
Consolidated cash and equivalents, end of period
|
$
|
99.6
|
|
|
$
|
101.4
|
|
|
$
|
427.6
|
|
Cash and equivalents of continuing operations
|
$
|
99.6
|
|
|
$
|
97.2
|
|
|
$
|
231.8
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
12.5
|
|
|
$
|
60.8
|
|
|
$
|
65.9
|
|
Income taxes paid, net of refunds of $4.3, $8.8 and $10.0 in 2016, 2015 and 2014, respectively
|
$
|
4.8
|
|
|
$
|
51.0
|
|
|
$
|
314.8
|
|
Non-cash investing and financing activity:
|
|
|
|
|
|
|
|
|
|||
Debt assumed
|
$
|
3.9
|
|
|
$
|
1.0
|
|
|
$
|
0.2
|
|
|
2016
|
|
2015
|
||||
Costs incurred on uncompleted contracts
|
$
|
1,191.4
|
|
|
$
|
1,105.6
|
|
Estimated earnings to date
|
25.0
|
|
|
29.3
|
|
||
|
1,216.4
|
|
|
1,134.9
|
|
||
Less: Billings to date
|
(1,235.8
|
)
|
|
(1,153.6
|
)
|
||
Billings in excess of costs and estimated earnings
|
$
|
(19.4
|
)
|
|
$
|
(18.7
|
)
|
|
2016
|
|
2015
|
||||
Costs and estimated earnings in excess of billings
(1)
|
$
|
33.9
|
|
|
$
|
78.6
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
(2)
|
(53.3
|
)
|
|
(97.3
|
)
|
||
Net billings in excess of costs and estimated earnings
|
$
|
(19.4
|
)
|
|
$
|
(18.7
|
)
|
(1)
|
Reported as a component of “Accounts receivable, net.”
|
(2)
|
Reported as a component of “Accrued expenses.”
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
9.1
|
|
|
$
|
12.9
|
|
|
$
|
20.9
|
|
Allowances provided
|
15.7
|
|
|
14.0
|
|
|
17.4
|
|
|||
Write-offs, net of recoveries, credits issued and other
|
(14.7
|
)
|
|
(17.8
|
)
|
|
(25.4
|
)
|
|||
Balance at end of year
|
$
|
10.1
|
|
|
$
|
9.1
|
|
|
$
|
12.9
|
|
(1)
|
Unearned revenue includes billings in excess of costs and estimated earnings on uncompleted contracts accounted for under the percentage-of-completion method of revenue recognition, customer deposits and unearned amounts on service contracts.
|
(2)
|
Other consists of various items including, among other items, accrued legal costs, interest and restructuring costs, none of which is individually material.
|
(3)
|
The balance at December 31, 2015 includes
$25.3
related to our dry cooling business. As indicated in Note 1, on November 20, 2015, we entered into an agreement to sell the dry cooling business. As a result, the assets and liabilities of the dry cooling business have been classified as “held for sale” in the accompanying
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
36.3
|
|
|
$
|
34.5
|
|
|
$
|
30.4
|
|
Provisions
|
15.2
|
|
|
18.1
|
|
|
21.7
|
|
|||
Usage
|
(15.5
|
)
|
|
(16.0
|
)
|
|
(17.3
|
)
|
|||
Currency translation adjustment
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Balance at end of year
|
35.8
|
|
|
36.3
|
|
|
34.5
|
|
|||
Less: Current portion of warranty
|
15.6
|
|
|
17.0
|
|
|
18.0
|
|
|||
Non-current portion of warranty
|
$
|
20.2
|
|
|
$
|
19.3
|
|
|
$
|
16.5
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
153.4
|
|
|
$
|
160.3
|
|
|
$
|
258.3
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
144.2
|
|
|
143.8
|
|
|
198.5
|
|
|||
Selling, general and administrative
|
31.4
|
|
|
37.9
|
|
|
50.6
|
|
|||
Impairment of goodwill
|
—
|
|
|
13.7
|
|
|
—
|
|
|||
Special charges (credits), net
|
(1.3
|
)
|
|
12.7
|
|
|
3.4
|
|
|||
Other expense
|
(0.2
|
)
|
|
(0.9
|
)
|
|
(2.1
|
)
|
|||
Income (loss) before taxes
|
(21.1
|
)
|
|
(48.7
|
)
|
|
3.7
|
|
|||
Income tax (provision) benefit
|
4.5
|
|
|
9.1
|
|
|
(2.2
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(16.6
|
)
|
|
$
|
(39.6
|
)
|
|
$
|
1.5
|
|
ASSETS:
|
|
||
Cash and equivalents
|
$
|
4.2
|
|
Accounts receivable, net
|
61.9
|
|
|
Inventories, net
|
9.4
|
|
|
Other current assets
|
8.7
|
|
|
Assets of discontinued operations - current
|
84.2
|
|
|
Property, plant and equipment, net
|
14.2
|
|
|
Other assets (includes $19.6 of “Deferred and other income taxes”)
|
21.6
|
|
|
Assets of discontinued operations - non current
|
35.8
|
|
|
Total assets - discontinued operations
|
$
|
120.0
|
|
|
|
||
LIABILITIES:
|
|
||
Accounts payable
|
$
|
19.9
|
|
Accrued expenses
|
53.9
|
|
|
Income taxes payable
|
0.1
|
|
|
Liabilities of discontinued operations - current
|
73.9
|
|
|
Liabilities of discontinued operations - non current (includes $15.5 of “Deferred and other income taxes”)
|
24.0
|
|
|
Total liabilities - discontinued operations
|
$
|
97.9
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Non-cash items included in income (loss) from discontinued operations, net of tax
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
2.0
|
|
|
$
|
2.2
|
|
|
$
|
2.8
|
|
Impairment of goodwill
|
—
|
|
|
13.7
|
|
|
—
|
|
|||
Capital expenditures
|
0.7
|
|
|
1.9
|
|
|
1.1
|
|
|
Year ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Revenues
|
$
|
1,775.1
|
|
|
$
|
2,768.4
|
|
Costs and expenses:
|
|
|
|
|
|
||
Costs of products sold
|
1,179.3
|
|
|
1,831.0
|
|
||
Selling, general and administrative
(2)
|
368.2
|
|
|
507.8
|
|
||
Intangible amortization
|
17.7
|
|
|
26.1
|
|
||
Impairment of intangible assets
|
15.0
|
|
|
11.7
|
|
||
Special charges
|
41.2
|
|
|
13.8
|
|
||
Other income (expense), net
(3)
|
1.3
|
|
|
(1.9
|
)
|
||
Interest expense, net
|
(32.6
|
)
|
|
(41.1
|
)
|
||
Income before taxes
|
122.4
|
|
|
335.0
|
|
||
Income tax provision
|
(43.0
|
)
|
|
(75.5
|
)
|
||
Income from discontinued operations
|
79.4
|
|
|
259.5
|
|
||
Less: Net loss attributable to noncontrolling interest
|
(0.9
|
)
|
|
(2.2
|
)
|
||
Income from discontinued operations attributable to common shareholders
|
$
|
80.3
|
|
|
$
|
261.7
|
|
(1)
|
Represents financial results for SPX FLOW through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by
$1.4
that was recorded during the fourth quarter of 2015.
|
(2)
|
Includes $
30.8
and
$3.5
for the years ended December 31, 2015 and December 31, 2014, respectively, of professional fees and other costs that were incurred in connection with the Spin-Off.
|
(3)
|
Includes, for the year ended December 31, 2014,
$5.0
of costs incurred to obtain the consents required of the holders of our
6.875%
senior notes to amend certain provisions of the indenture governing such senior notes, with such consent obtained in connection with the Spin-Off.
|
|
Year ended December 31,
|
||||||
|
2015
(1)
|
|
2014
|
||||
Non-cash items included in income from discontinued operations, net of tax
|
|
|
|
||||
Depreciation and amortization
|
$
|
44.3
|
|
|
$
|
65.8
|
|
Impairment of intangible assets
|
15.0
|
|
|
11.7
|
|
||
Capital expenditures
|
43.1
|
|
|
40.7
|
|
||
Payment of capital lease obligation
|
—
|
|
|
60.8
|
|
(1)
|
Represents financial results for SPX FLOW through the date of Spin-Off (i.e., the nine months ended September 26, 2015).
|
•
|
Separation and Distribution Agreement;
|
•
|
Tax Matters Agreement;
|
•
|
Employee Matters Agreement; and
|
•
|
Trademark License Agreement.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27.7
|
|
Pre-tax loss
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|||
Loss from discontinued operations, net
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
(1)
|
|
2014
|
||||||
Balcke Dürr
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
$
|
(107.0
|
)
|
|
$
|
(48.7
|
)
|
|
$
|
3.7
|
|
Income tax (provision) benefit
|
11.8
|
|
|
9.1
|
|
|
(2.2
|
)
|
|||
Income (loss) from discontinued operations, net
|
(95.2
|
)
|
|
(39.6
|
)
|
|
1.5
|
|
|||
|
|
|
|
|
|
||||||
SPX FLOW
|
|
|
|
|
|
||||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
122.4
|
|
|
$
|
335.0
|
|
Income tax provision
|
—
|
|
|
(43.0
|
)
|
|
(75.5
|
)
|
|||
Income from discontinued operations, net
|
—
|
|
|
79.4
|
|
|
259.5
|
|
|||
|
|
|
|
|
|
||||||
All other
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
$
|
(3.7
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
22.1
|
|
Income tax (provision) benefit
|
1.0
|
|
|
3.4
|
|
|
(13.8
|
)
|
|||
Income (loss) from discontinued operations, net
|
(2.7
|
)
|
|
(5.2
|
)
|
|
8.3
|
|
|||
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations
|
$
|
(110.7
|
)
|
|
$
|
65.1
|
|
|
$
|
360.8
|
|
Income tax (provision) benefit
|
12.8
|
|
|
(30.5
|
)
|
|
(91.5
|
)
|
|||
Income (loss) from discontinued operations, net
|
$
|
(97.9
|
)
|
|
$
|
34.6
|
|
|
$
|
269.3
|
|
(1)
|
For SPX FLOW, represents financial results through the date of Spin-Off (i.e., the nine months ended September 26, 2015), except for a revision to increase the income tax provision by
$1.4
that was recorded during the fourth quarter of 2015.
|
Assets:
|
|
|
|
Accounts receivable, net
|
$
|
49.2
|
|
Inventories, net
|
12.9
|
|
|
Other current assets
|
13.9
|
|
|
Property, plant and equipment, net
|
3.3
|
|
|
Goodwill
|
10.7
|
|
|
Intangibles, net
|
8.3
|
|
|
Other assets
|
8.8
|
|
|
Assets held for sale
|
$
|
107.1
|
|
Liabilities:
|
|
|
|
Accounts payable
|
$
|
13.7
|
|
Accrued expenses
|
25.3
|
|
|
Other long-term liabilities
|
2.3
|
|
|
Liabilities held for sale
|
$
|
41.3
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
HVAC segment
|
$
|
509.5
|
|
|
$
|
529.1
|
|
|
$
|
535.7
|
|
Detection and Measurement segment
|
226.4
|
|
|
232.3
|
|
|
244.4
|
|
|||
Engineered Solutions segment
(1)
|
736.4
|
|
|
797.6
|
|
|
914.3
|
|
|||
Consolidated revenues
|
$
|
1,472.3
|
|
|
$
|
1,559.0
|
|
|
$
|
1,694.4
|
|
Income (loss):
|
|
|
|
|
|
||||||
HVAC segment
|
$
|
80.2
|
|
|
$
|
80.2
|
|
|
$
|
69.4
|
|
Detection and Measurement segment
|
45.3
|
|
|
46.0
|
|
|
55.2
|
|
|||
Engineered Solutions segment
(1)
|
17.3
|
|
|
(87.4
|
)
|
|
(3.6
|
)
|
|||
Total income for segments
|
142.8
|
|
|
38.8
|
|
|
121.0
|
|
|||
Corporate expense
|
41.7
|
|
|
103.4
|
|
|
133.9
|
|
|||
Pension and postretirement expense
|
15.4
|
|
|
18.6
|
|
|
104.9
|
|
|||
Long-term incentive compensation expense
|
13.7
|
|
|
33.9
|
|
|
32.7
|
|
|||
Impairment of intangible and other long-term assets
|
30.1
|
|
|
—
|
|
|
28.9
|
|
|||
Special charges, net
|
5.3
|
|
|
5.1
|
|
|
5.9
|
|
|||
Gain on sale of dry cooling business
|
18.4
|
|
|
—
|
|
|
—
|
|
|||
Consolidated operating income (loss)
|
$
|
55.0
|
|
|
$
|
(122.2
|
)
|
|
$
|
(185.3
|
)
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
HVAC segment
|
$
|
1.9
|
|
|
$
|
2.3
|
|
|
$
|
4.3
|
|
Detection and Measurement segment
|
0.7
|
|
|
1.2
|
|
|
2.3
|
|
|||
Engineered Solutions segment
|
6.5
|
|
|
8.1
|
|
|
7.1
|
|
|||
General corporate
|
2.6
|
|
|
4.4
|
|
|
5.6
|
|
|||
Total capital expenditures
|
$
|
11.7
|
|
|
$
|
16.0
|
|
|
$
|
19.3
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
HVAC segment
|
$
|
5.3
|
|
|
$
|
4.6
|
|
|
$
|
4.5
|
|
Detection and Measurement segment
|
3.5
|
|
|
2.8
|
|
|
2.7
|
|
|||
Engineered Solutions segment
|
15.2
|
|
|
20.7
|
|
|
22.7
|
|
|||
General corporate
|
2.5
|
|
|
8.9
|
|
|
10.7
|
|
|||
Total depreciation and amortization
|
$
|
26.5
|
|
|
$
|
37.0
|
|
|
$
|
40.6
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Identifiable assets:
|
|
|
|
|
|
||||||
HVAC segment
|
$
|
710.1
|
|
|
$
|
623.0
|
|
|
$
|
684.8
|
|
Detection and Measurement segment
|
244.2
|
|
|
256.5
|
|
|
217.1
|
|
|||
Engineered Solutions segment
|
567.6
|
|
|
808.6
|
|
|
870.8
|
|
|||
General corporate
|
390.6
|
|
|
371.2
|
|
|
449.1
|
|
|||
Discontinued operations
|
—
|
|
|
120.0
|
|
|
3,672.5
|
|
|||
Total identifiable assets
|
$
|
1,912.5
|
|
|
$
|
2,179.3
|
|
|
$
|
5,894.3
|
|
Geographic Areas:
|
|
|
|
|
|
||||||
Revenues:
(2)
|
|
|
|
|
|
||||||
United States
|
$
|
1,235.2
|
|
|
$
|
1,255.4
|
|
|
$
|
1,302.6
|
|
China
|
33.5
|
|
|
83.6
|
|
|
108.7
|
|
|||
South Africa
(1)
|
105.4
|
|
|
54.2
|
|
|
109.2
|
|
|||
United Kingdom
|
59.1
|
|
|
69.6
|
|
|
69.2
|
|
|||
Other
|
39.1
|
|
|
96.2
|
|
|
104.7
|
|
|||
|
$
|
1,472.3
|
|
|
$
|
1,559.0
|
|
|
$
|
1,694.4
|
|
|
|
|
|
|
|
||||||
Tangible Long-Lived Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
897.0
|
|
|
$
|
835.9
|
|
|
$
|
796.9
|
|
Other
|
29.6
|
|
|
40.4
|
|
|
35.2
|
|
|||
Long-lived assets of continuing operations
|
926.6
|
|
|
876.3
|
|
|
832.1
|
|
|||
Long-lived assets of discontinued operations
|
—
|
|
|
35.8
|
|
|
563.2
|
|
|||
Total tangible long-lived assets
|
$
|
926.6
|
|
|
$
|
912.1
|
|
|
$
|
1,395.3
|
|
(1)
|
As further discussed in Note 13, during the third quarter of 2015, we made revisions to our estimates of expected revenues and profits on our large power projects in South Africa. As a result of these revisions, we reduced revenue and segment income by $
57.2
and $
95.0
, respectively, during the third quarter of 2015. During the fourth quarter of 2014, we reduced the revenues and profits on our large power projects in South Africa by
$25.0
due to schedule delays and financial challenges faced by certain of our subcontractors.
|
(2)
|
Revenues are included in the above geographic areas based on the country that recorded the customer revenue.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Employee termination costs
|
$
|
1.7
|
|
|
$
|
4.5
|
|
|
$
|
5.3
|
|
Facility consolidation costs
|
—
|
|
|
0.2
|
|
|
0.3
|
|
|||
Other cash costs, net
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|||
Non-cash asset write-downs
|
3.6
|
|
|
0.3
|
|
|
—
|
|
|||
Total
|
$
|
5.3
|
|
|
$
|
5.1
|
|
|
$
|
5.9
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs,
Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
||||||||||
HVAC segment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Detection and Measurement segment
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.8
|
|
|||||
Engineered Solutions segment
|
1.2
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
4.5
|
|
|||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.6
|
|
|
$
|
5.3
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs, Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
||||||||||
HVAC segment
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
|
$
|
1.1
|
|
Detection and Measurement segment
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Engineered Solutions segment
|
1.6
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
2.0
|
|
|||||
Corporate
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Total
|
$
|
4.5
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
5.1
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs, Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
||||||||||
HVAC segment
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Detection and Measurement segment
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
Engineered Solutions segment
|
2.7
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
3.1
|
|
|||||
Corporate
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Total
|
$
|
5.3
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
1.6
|
|
|
$
|
1.7
|
|
|
$
|
0.7
|
|
Special charges
(1)
|
1.7
|
|
|
4.8
|
|
|
5.9
|
|
|||
Utilization — cash
(2)
|
(2.1
|
)
|
|
(5.1
|
)
|
|
(5.1
|
)
|
|||
Currency translation adjustment and other
|
(0.3
|
)
|
|
0.2
|
|
|
0.2
|
|
|||
Balance at the end of year
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
1.7
|
|
(1)
|
The years ended
December 31, 2016
,
2015
and
2014
excluded $
3.6
, $
0.3
and $
0.0
, respectively, of non-cash charges that impacted special charges but not the restructuring liabilities.
|
(2)
|
The years ended
December 31, 2016
,
2015
and
2014
included $
0.0
, $
0.0
and $
0.6
of cash utilized to settle retained liabilities of discontinued operations.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
43.0
|
|
|
$
|
57.5
|
|
Work in process
|
50.0
|
|
|
53.7
|
|
||
Raw materials and purchased parts
|
64.9
|
|
|
75.4
|
|
||
Total FIFO cost
|
157.9
|
|
|
186.6
|
|
||
Excess of FIFO cost over LIFO inventory value
|
(12.2
|
)
|
|
(12.4
|
)
|
||
Total inventories
(1)
|
$
|
145.7
|
|
|
$
|
174.2
|
|
(1)
|
The balance at December 31, 2015 includes
$12.9
related to our dry cooling business. As previously noted, the assets and liabilities of the dry cooling business have been classified as “held for sale” in the accompanying consolidated balance sheet as of December 31, 2015. See Note 4 for information on the assets and liabilities of the dry cooling business as of December 31, 2015.
|
|
December 31,
2015 |
|
Disposition of Business
(2)
|
|
Foreign
Currency Translation |
|
December 31,
2016 |
||||||||
HVAC segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
$
|
261.3
|
|
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
$
|
258.5
|
|
Accumulated impairments
|
(145.2
|
)
|
|
—
|
|
|
1.0
|
|
|
(144.2
|
)
|
||||
Goodwill
|
116.1
|
|
|
—
|
|
|
(1.8
|
)
|
|
114.3
|
|
||||
Detection and Measurement segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
219.1
|
|
|
—
|
|
|
(4.7
|
)
|
|
214.4
|
|
||||
Accumulated impairments
|
(138.0
|
)
|
|
—
|
|
|
3.8
|
|
|
(134.2
|
)
|
||||
Goodwill
|
81.1
|
|
|
—
|
|
|
(0.9
|
)
|
|
80.2
|
|
||||
Engineered Solutions segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
391.6
|
|
|
(36.1
|
)
|
|
(4.1
|
)
|
|
351.4
|
|
||||
Accumulated impairments
|
(235.3
|
)
|
|
25.9
|
|
|
3.9
|
|
|
(205.5
|
)
|
||||
Goodwill
(1)
|
156.3
|
|
|
(10.2
|
)
|
|
(0.2
|
)
|
|
145.9
|
|
||||
Total
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
872.0
|
|
|
(36.1
|
)
|
|
(11.6
|
)
|
|
824.3
|
|
||||
Accumulated impairments
|
(518.5
|
)
|
|
25.9
|
|
|
8.7
|
|
|
(483.9
|
)
|
||||
Goodwill
(1)
|
$
|
353.5
|
|
|
$
|
(10.2
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
340.4
|
|
(1)
|
The balance at December 31, 2015 includes
$10.7
related to our dry cooling business. As previously noted, the assets and liabilities of the dry cooling business have been classified as “held for sale” in the accompanying consolidated balance sheet as of December 31, 2015. See Note 4 for information on the assets and liabilities of the dry cooling business as of December 31, 2015.
|
(2)
|
Represents goodwill allocated to our dry cooling business upon its disposition.
|
|
December 31,
2014 |
|
Impairments
|
|
Foreign
Currency Translation |
|
December 31,
2015 |
||||||||
HVAC segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
$
|
267.5
|
|
|
$
|
—
|
|
|
$
|
(6.2
|
)
|
|
$
|
261.3
|
|
Accumulated impairments
|
(147.9
|
)
|
|
—
|
|
|
2.7
|
|
|
(145.2
|
)
|
||||
Goodwill
|
119.6
|
|
|
—
|
|
|
(3.5
|
)
|
|
116.1
|
|
||||
Detection and Measurement segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
220.2
|
|
|
—
|
|
|
(1.1
|
)
|
|
219.1
|
|
||||
Accumulated impairments
|
(139.1
|
)
|
|
—
|
|
|
1.1
|
|
|
(138.0
|
)
|
||||
Goodwill
|
81.1
|
|
|
—
|
|
|
—
|
|
|
81.1
|
|
||||
Engineered Solutions segment
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
402.0
|
|
|
—
|
|
|
(10.4
|
)
|
|
391.6
|
|
||||
Accumulated impairments
|
(243.5
|
)
|
|
—
|
|
|
8.2
|
|
|
(235.3
|
)
|
||||
Goodwill
(1)
|
158.5
|
|
|
—
|
|
|
(2.2
|
)
|
|
156.3
|
|
||||
Total
|
|
|
|
|
|
|
|
||||||||
Gross goodwill
|
889.7
|
|
|
—
|
|
|
(17.7
|
)
|
|
872.0
|
|
||||
Accumulated impairments
|
(530.5
|
)
|
|
—
|
|
|
12.0
|
|
|
(518.5
|
)
|
||||
Goodwill
(1)
|
$
|
359.2
|
|
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
353.5
|
|
(1)
|
As previously noted, the balance at December 31, 2015 includes
$10.7
related to our dry cooling business.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying Value |
|
Accumulated
Amortization |
|
Net
Carrying Value |
|
Gross
Carrying Value |
|
Accumulated
Amortization |
|
Net
Carrying Value |
||||||||||||
Intangible assets with determinable lives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(1)
|
$
|
1.4
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
25.4
|
|
|
$
|
(9.5
|
)
|
|
$
|
15.9
|
|
Technology
(1) (2)
|
2.1
|
|
|
(0.4
|
)
|
|
1.7
|
|
|
40.7
|
|
|
(25.2
|
)
|
|
15.5
|
|
||||||
Patents
|
4.5
|
|
|
(4.5
|
)
|
|
—
|
|
|
4.6
|
|
|
(4.6
|
)
|
|
—
|
|
||||||
Other
|
12.7
|
|
|
(7.4
|
)
|
|
5.3
|
|
|
14.2
|
|
|
(8.1
|
)
|
|
6.1
|
|
||||||
|
20.7
|
|
|
(13.7
|
)
|
|
7.0
|
|
|
84.9
|
|
|
(47.4
|
)
|
|
37.5
|
|
||||||
Trademarks with indefinite lives
(1) (2)
|
110.9
|
|
|
—
|
|
|
110.9
|
|
|
125.0
|
|
|
—
|
|
|
125.0
|
|
||||||
Total
(3)
|
$
|
131.6
|
|
|
$
|
(13.7
|
)
|
|
$
|
117.9
|
|
|
$
|
209.9
|
|
|
$
|
(47.4
|
)
|
|
$
|
162.5
|
|
(1)
|
As noted below, we recorded impairment charges of
$30.1
during 2016 related to the customer relationships, technology and trademarks of our Heat Transfer business.
|
(2)
|
The balance at December 31, 2015 includes
$2.4
and
$5.9
, respectively, related to our dry cooling business. As previously noted, the assets and liabilities of the dry cooling business have been classified as “held for sale” in the accompanying consolidated balance sheet as of December 31, 2015. See Note 4 for information on the assets and liabilities of the dry cooling business as of December 31, 2015.
|
(3)
|
Changes in the gross carrying value of “Other Intangibles, Net” during the year ended
December 31, 2016
related to the sale of our dry cooling business, the impairment charges related to the Heat Transfer intangibles noted above, and, to a lesser extent, foreign currency translation.
|
|
Actual
Allocations
|
|
Mid-point of Target
Allocation Range
|
|||||
|
2016
|
|
2015
|
|
2016
|
|||
Fixed income common trust funds
|
44
|
%
|
|
54
|
%
|
|
50
|
%
|
Commingled global fund allocation
|
19
|
%
|
|
16
|
%
|
|
18
|
%
|
Corporate bonds
|
11
|
%
|
|
13
|
%
|
|
12
|
%
|
Global equity common trust funds
|
12
|
%
|
|
11
|
%
|
|
5
|
%
|
U.S. Government securities
|
12
|
%
|
|
3
|
%
|
|
13
|
%
|
Short-term investments
(1)
|
2
|
%
|
|
2
|
%
|
|
—
|
|
Other
(2)
|
—
|
%
|
|
1
|
%
|
|
2
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts.
|
(2)
|
Assets included in this class at December 31,
2015
are comprised primarily of insurance contracts, private equity and publicly traded real estate trusts.
|
|
Actual
Allocations
|
|
Mid-point of Target
Allocation Range
|
|||||
|
2016
|
|
2015
|
|
2016
|
|||
Global equity common trust funds
|
16
|
%
|
|
35
|
%
|
|
13
|
%
|
Global Equities
|
8
|
%
|
|
—
|
%
|
|
7
|
%
|
Fixed income common trust funds
|
30
|
%
|
|
8
|
%
|
|
39
|
%
|
Commingled global fund allocation
|
20
|
%
|
|
—
|
%
|
|
22
|
%
|
Non-U.S. Government securities
|
24
|
%
|
|
17
|
%
|
|
15
|
%
|
Short-term investments
(1)
|
2
|
%
|
|
40
|
%
|
|
4
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts. As of December 31, 2015, and in connection with a transition to a new investment advisor, the U.K. Plan had a significant amount of its assets invested in short-term investments. Following the engagement of a new investment advisor for the U.K. Plan, asset allocations for the U.K. Plan and aggregate asset allocations for our foreign plans are more in-line with targeted allocations.
|
|
Total
|
|
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset class:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Fixed income common trust funds
(1) (2)
|
$
|
163.1
|
|
|
$
|
—
|
|
|
$
|
163.1
|
|
|
$
|
—
|
|
Corporate bonds
|
29.1
|
|
|
—
|
|
|
29.1
|
|
|
—
|
|
||||
Non-U.S. Government securities
|
39.0
|
|
|
—
|
|
|
39.0
|
|
|
—
|
|
||||
U.S. Government securities
|
31.1
|
|
|
—
|
|
|
31.1
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Global equity common trust funds
(1)
(3)
|
57.6
|
|
|
—
|
|
|
57.6
|
|
|
—
|
|
||||
Global equities:
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
||||||||
Commingled global fund allocations
(1)
(4)
|
80.6
|
|
|
—
|
|
|
80.6
|
|
|
—
|
|
||||
Other:
|
|
|
|
|
|
|
|
||||||||
Short-term investments
(5)
|
10.5
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Total
|
$
|
425.2
|
|
|
$
|
10.5
|
|
|
$
|
413.7
|
|
|
$
|
1.0
|
|
|
Total
|
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Asset class:
|
|
|
|
|
|
|
|
||||||||
Debt securities:
|
|
|
|
|
|
|
|
||||||||
Fixed income common trust funds
(1) (2)
|
$
|
163.4
|
|
|
$
|
13.2
|
|
|
$
|
150.2
|
|
|
$
|
—
|
|
Corporate bonds
|
36.0
|
|
|
—
|
|
|
36.0
|
|
|
—
|
|
||||
Non-U.S. Government securities
|
27.4
|
|
|
—
|
|
|
27.4
|
|
|
—
|
|
||||
U.S. Government securities
|
8.8
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Global equity common trust funds
(1)
(3)
|
89.0
|
|
|
13.6
|
|
|
75.4
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
|
|
||||||
Commingled global fund allocations
(1)
(4)
|
45.4
|
|
|
22.8
|
|
|
22.6
|
|
|
—
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||
Short-term investments
(5)
|
71.7
|
|
|
14.2
|
|
|
57.5
|
|
|
—
|
|
||||
Other
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Total
|
$
|
442.7
|
|
|
$
|
63.8
|
|
|
$
|
377.9
|
|
|
$
|
1.0
|
|
(1)
|
Common/commingled trust funds are similar to mutual funds, with a daily net asset value per share measured by the fund sponsor and used as the basis for current transactions. These investments, however, are not registered with the U.S. Securities and Exchange Commission and participation is not open to the public. The funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(2)
|
This class represents investments in actively managed common trust funds that invest in a variety of fixed income investments, which may include corporate bonds, both U.S. and non-U.S. municipal securities, interest rate swaps, options and futures.
|
(3)
|
This class represents investments in actively managed common trust funds that invest primarily in equity securities, which may include common stocks, options and futures.
|
(4)
|
This class represents investments in actively managed common trust funds with investments in both equity and debt securities. The investments may include common stock, corporate bonds, U.S. and non-U.S. municipal securities, interest rate swaps, options and futures.
|
(5)
|
Short-term investments are valued at $
1.00
/unit, which approximates fair value. Amounts are generally invested in actively managed common trust funds or interest-bearing accounts.
|
|
Global
Equity
Common
Trust
Funds
|
|
Commingled
Global Fund
Allocations
|
|
Fixed Income
Common Trust Funds
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
10.1
|
|
Spin-Off of SPX FLOW
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
(4.1
|
)
|
|||||
Transfer from Level 3 to Level 2 assets
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
Balance at December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||||
Transfer from Level 3 to Level 2 assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
Domestic Pension
Plans
|
|
Foreign Pension
Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation — beginning of year
|
$
|
371.1
|
|
|
$
|
455.3
|
|
|
$
|
155.7
|
|
|
$
|
239.6
|
|
Divestiture of Balcke Dürr
(1)
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
||||
Spin-Off of SPX FLOW
(2)
|
—
|
|
|
(64.5
|
)
|
|
—
|
|
|
(60.1
|
)
|
||||
Service cost
|
0.4
|
|
|
2.5
|
|
|
—
|
|
|
1.3
|
|
||||
Interest cost
|
13.9
|
|
|
16.5
|
|
|
5.6
|
|
|
7.7
|
|
||||
Actuarial (gains) losses
|
9.5
|
|
|
(9.2
|
)
|
|
27.4
|
|
|
(6.1
|
)
|
||||
Settlements
(3)
|
(36.4
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailment gain
(4)
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
||||
Plan amendment
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10.4
|
)
|
|
(17.5
|
)
|
|
(6.4
|
)
|
|
(12.1
|
)
|
||||
Foreign exchange and other
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
|
(14.6
|
)
|
||||
Projected benefit obligation — end of year
|
$
|
348.1
|
|
|
$
|
371.1
|
|
|
$
|
157.6
|
|
|
$
|
155.7
|
|
(1)
|
Represents the transfer of Balcke Dürr’s pension liabilities as a result of the sale.
|
(2)
|
Represents the transfer to SPX FLOW of the “Top Management Plan” obligation related to SPX FLOW’s executive officers and the impact of transferring foreign defined benefit plans sponsored by SPX FLOW.
|
(3)
|
Amount in 2016 includes settlement payments of
$27.9
in connection with lump-sum payment actions for the U.S. Plan and the SIARP.
|
(4)
|
Represents a curtailment gain recorded during the third quarter of 2015 in connection with the amendment of the U.S. Plan and SIARP previously noted.
|
|
Domestic Pension
Plans
|
|
Foreign Pension
Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets — beginning of year
|
$
|
279.2
|
|
|
$
|
305.7
|
|
|
$
|
163.5
|
|
|
$
|
186.7
|
|
Actual return on plan assets
|
19.5
|
|
|
(15.3
|
)
|
|
25.6
|
|
|
(0.8
|
)
|
||||
Contributions (employer and employee)
|
10.0
|
|
|
12.3
|
|
|
0.5
|
|
|
5.5
|
|
||||
Settlements
|
(36.4
|
)
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10.4
|
)
|
|
(17.5
|
)
|
|
(6.1
|
)
|
|
(9.1
|
)
|
||||
Foreign exchange and other
|
—
|
|
|
—
|
|
|
(20.2
|
)
|
|
(14.7
|
)
|
||||
Spin-Off of SPX FLOW
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||
Fair value of plan assets — end of year
|
$
|
261.9
|
|
|
$
|
279.2
|
|
|
$
|
163.3
|
|
|
$
|
163.5
|
|
Funded status at year-end
|
(86.2
|
)
|
|
(91.9
|
)
|
|
5.7
|
|
|
7.8
|
|
||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
15.2
|
|
Liabilities of discontinued operations - current
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Accrued expenses
|
(5.9
|
)
|
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
||||
Liabilities of discontinued operations - non current
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||
Other long-term liabilities
|
(80.3
|
)
|
|
(82.3
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
||||
Net amount recognized
|
$
|
(86.2
|
)
|
|
$
|
(91.9
|
)
|
|
$
|
5.7
|
|
|
$
|
7.8
|
|
Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits
|
$
|
(0.7
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Domestic Pension
Plans
|
|
Foreign Pension
Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation
|
$
|
348.1
|
|
|
$
|
371.1
|
|
|
$
|
43.8
|
|
|
$
|
7.4
|
|
Accumulated benefit obligation
|
347.9
|
|
|
370.8
|
|
|
43.8
|
|
|
7.4
|
|
||||
Fair value of plan assets
|
261.9
|
|
|
279.2
|
|
|
43.2
|
|
|
—
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
0.4
|
|
|
$
|
2.5
|
|
|
$
|
7.1
|
|
Interest cost
|
13.9
|
|
|
16.5
|
|
|
19.9
|
|
|||
Expected return on plan assets
|
(12.9
|
)
|
|
(18.0
|
)
|
|
(19.5
|
)
|
|||
Amortization of unrecognized prior service credits
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Recognized net actuarial losses
(1)
|
3.2
|
|
|
18.9
|
|
|
50.9
|
|
|||
Total net periodic pension benefit expense
|
$
|
4.4
|
|
|
$
|
19.8
|
|
|
$
|
58.4
|
|
(1)
|
Consists primarily of our reported actuarial (gains) losses, the difference between actual and expected returns on plan assets, settlement gains (losses), and curtailment gains. The actuarial losses for 2016 included
$1.8
related to the lump-sum payment actions that took place during the second quarter of the year. The actuarial losses for 2015 included a charge of
$11.4
and a curtailment gain of
$5.1
related to the freeze of all benefits for non-union participants of the U.S. Plan and the SIARP during the third quarter of the year. The actuarial losses for 2014 included a settlement loss and an actuarial loss of
$4.6
and
$14.8
, respectively, related to a
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
2.6
|
|
Interest cost
|
5.6
|
|
|
7.7
|
|
|
13.8
|
|
|||
Expected return on plan assets
|
(6.6
|
)
|
|
(9.7
|
)
|
|
(17.6
|
)
|
|||
Settlement loss
(1)
|
—
|
|
|
—
|
|
|
15.0
|
|
|||
Recognized net actuarial losses
(2)
|
8.2
|
|
|
3.8
|
|
|
25.0
|
|
|||
Total net periodic pension benefit expense
|
7.2
|
|
|
3.1
|
|
|
38.8
|
|
|||
Less: Net periodic pension expense of discontinued operations
|
(0.2
|
)
|
|
(2.2
|
)
|
|
(11.9
|
)
|
|||
Net periodic pension benefit expense of continuing operations
|
$
|
7.0
|
|
|
$
|
0.9
|
|
|
$
|
26.9
|
|
(1)
|
Includes the settlement loss recorded in connection with the transfer of the pension obligation for the retirees of the U.K. Plan to Just Retirement.
|
(2)
|
Consists of our reported actuarial losses and the difference between actual and expected returns on plan assets.
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Domestic Pension Plans
|
|
|
|
|
|
|||
Weighted-average actuarial assumptions used in determining net periodic pension expense:
|
|
|
|
|
|
|||
Discount rate
|
4.06
|
%
|
|
4.09
|
%
|
|
4.54
|
%
|
Rate of increase in compensation levels
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
Expected long-term rate of return on assets
|
5.00
|
%
|
|
5.75
|
%
|
|
6.76
|
%
|
Weighted-average actuarial assumptions used in determining year-end benefit obligations:
|
|
|
|
|
|
|||
Discount rate
|
3.98
|
%
|
|
4.24
|
%
|
|
3.90
|
%
|
Rate of increase in compensation levels
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
Foreign Pension Plans
|
|
|
|
|
|
|||
Weighted-average actuarial assumptions used in determining net periodic pension expense:
|
|
|
|
|
|
|||
Discount rate
|
3.82
|
%
|
|
3.68
|
%
|
|
4.23
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
4.00
|
%
|
|
3.92
|
%
|
Expected long-term rate of return on assets
|
4.57
|
%
|
|
5.81
|
%
|
|
5.78
|
%
|
Weighted-average actuarial assumptions used in determining year-end benefit obligations:
|
|
|
|
|
|
|||
Discount rate
|
2.97
|
%
|
|
3.82
|
%
|
|
3.31
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
4.00
|
%
|
|
3.87
|
%
|
|
Postretirement Payments
|
||
2017
|
$
|
11.9
|
|
2018
|
11.2
|
|
|
2019
|
10.6
|
|
|
2020
|
9.8
|
|
|
2021
|
9.1
|
|
|
Subsequent five years
|
36.0
|
|
|
Postretirement
Benefits
|
||||||
|
2016
|
|
2015
|
||||
Change in accumulated postretirement benefit obligation:
|
|
|
|
||||
Accumulated postretirement benefit obligation — beginning of year
|
$
|
120.8
|
|
|
$
|
130.2
|
|
Service cost
|
—
|
|
|
0.1
|
|
||
Interest cost
|
4.2
|
|
|
4.4
|
|
||
Actuarial (gains) losses
|
0.6
|
|
|
(4.0
|
)
|
||
Benefits paid
|
(10.3
|
)
|
|
(9.4
|
)
|
||
Settlement gain
|
—
|
|
|
(1.8
|
)
|
||
Transfer to SPX FLOW of the life insurance obligations related to SPX FLOW executive officers
|
—
|
|
|
(3.2
|
)
|
||
Plan amendment and other
|
—
|
|
|
4.5
|
|
||
Accumulated postretirement benefit obligation — end of year
|
$
|
115.3
|
|
|
$
|
120.8
|
|
Funded status at year-end
|
$
|
(115.3
|
)
|
|
$
|
(120.8
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
||||
Accrued expenses
|
$
|
(11.7
|
)
|
|
$
|
(12.0
|
)
|
Other long-term liabilities
|
(103.6
|
)
|
|
(108.8
|
)
|
||
Net amount recognized
|
$
|
(115.3
|
)
|
|
$
|
(120.8
|
)
|
Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits
|
$
|
(5.9
|
)
|
|
$
|
(6.7
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
Interest cost
|
4.2
|
|
|
4.4
|
|
|
5.3
|
|
|||
Amortization of unrecognized prior service credits
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|||
Settlement gain
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|||
Recognized net actuarial (gains) losses
|
0.6
|
|
|
(4.0
|
)
|
|
14.2
|
|
|||
Net periodic postretirement benefit expense (income)
|
$
|
4.0
|
|
|
$
|
(2.1
|
)
|
|
$
|
19.6
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Assumed health care cost trend rates:
|
|
|
|
|
|
|||
Health care cost trend rate for next year
|
7.50
|
%
|
|
6.60
|
%
|
|
6.79
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
2024
|
|
|
2024
|
|
Discount rate used in determining net periodic postretirement benefit expense
|
3.88
|
%
|
|
3.53
|
%
|
|
4.23
|
%
|
Discount rate used in determining year-end postretirement benefit obligation
|
3.69
|
%
|
|
3.88
|
%
|
|
3.55
|
%
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations:
|
|
|
|
|
|
||||||
United States
|
$
|
14.0
|
|
|
$
|
(14.2
|
)
|
|
$
|
366.2
|
|
Foreign
|
25.4
|
|
|
(140.1
|
)
|
|
(114.1
|
)
|
|||
|
$
|
39.4
|
|
|
$
|
(154.3
|
)
|
|
$
|
252.1
|
|
(Provision for) benefit from income taxes:
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
United States
|
$
|
(4.3
|
)
|
|
$
|
10.9
|
|
|
$
|
(200.1
|
)
|
Foreign
|
(4.8
|
)
|
|
(3.3
|
)
|
|
(16.5
|
)
|
|||
Total current
|
(9.1
|
)
|
|
7.6
|
|
|
(216.6
|
)
|
|||
Deferred and other:
|
|
|
|
|
|
||||||
United States
|
0.2
|
|
|
(10.7
|
)
|
|
95.7
|
|
|||
Foreign
|
(0.2
|
)
|
|
5.8
|
|
|
(16.6
|
)
|
|||
Total deferred and other
|
—
|
|
|
(4.9
|
)
|
|
79.1
|
|
|||
Total (provision) benefit
|
$
|
(9.1
|
)
|
|
$
|
2.7
|
|
|
$
|
(137.5
|
)
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
(1)
|
||||
Deferred tax assets:
|
|
|
|
||||
NOL and credit carryforwards
|
$
|
78.2
|
|
|
$
|
85.3
|
|
Pension, other postretirement and postemployment benefits
|
77.2
|
|
|
80.3
|
|
||
Payroll and compensation
|
22.8
|
|
|
28.8
|
|
||
Legal, environmental and self-insurance accruals
|
35.1
|
|
|
40.6
|
|
||
Working capital accruals
|
16.4
|
|
|
15.8
|
|
||
Other
|
20.7
|
|
|
21.1
|
|
||
Total deferred tax assets
|
250.4
|
|
|
271.9
|
|
||
Valuation allowance
|
(75.8
|
)
|
|
(70.9
|
)
|
||
Net deferred tax assets
|
174.6
|
|
|
201.0
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets recorded in acquisitions
|
68.3
|
|
|
81.6
|
|
||
Basis difference in affiliates
|
10.6
|
|
|
10.3
|
|
||
Accelerated depreciation
|
40.6
|
|
|
38.9
|
|
||
Other
|
6.6
|
|
|
23.6
|
|
||
Total deferred tax liabilities
|
126.1
|
|
|
154.4
|
|
||
|
$
|
48.5
|
|
|
$
|
46.6
|
|
(1)
|
Represents deferred tax assets and liabilities related to both continuing and discontinued operations, with net deferred tax assets associated with discontinued operations totaling
$4.1
.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefit — opening balance
|
$
|
48.8
|
|
|
$
|
63.3
|
|
|
$
|
128.4
|
|
Gross increases — tax positions in prior period
|
3.6
|
|
|
14.1
|
|
|
3.7
|
|
|||
Gross decreases — tax positions in prior period
|
(9.3
|
)
|
|
(7.6
|
)
|
|
(36.9
|
)
|
|||
Gross increases — tax positions in current period
|
0.7
|
|
|
11.3
|
|
|
11.7
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|||
Lapse of statute of limitations
|
(5.9
|
)
|
|
(4.4
|
)
|
|
(14.7
|
)
|
|||
Gross decreases — Spin-Off
|
—
|
|
|
(26.7
|
)
|
|
—
|
|
|||
Change due to foreign currency exchange rates
|
—
|
|
|
(1.2
|
)
|
|
(0.7
|
)
|
|||
Unrecognized tax benefit — ending balance
|
$
|
37.9
|
|
|
$
|
48.8
|
|
|
$
|
63.3
|
|
|
December 31,
2015 |
|
Borrowings
|
|
Repayments
|
|
Other
(4)
|
|
December 31,
2016 |
||||||||||
Revolving loans
|
$
|
—
|
|
|
$
|
56.2
|
|
|
$
|
(56.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
(1)
|
348.0
|
|
|
—
|
|
|
(8.8
|
)
|
|
0.4
|
|
|
339.6
|
|
|||||
Trade receivables financing arrangement
(2)
|
—
|
|
|
72.0
|
|
|
(72.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Other indebtedness
(3)
|
23.8
|
|
|
33.5
|
|
|
(43.6
|
)
|
|
2.9
|
|
|
16.6
|
|
|||||
Total debt
|
371.8
|
|
|
$
|
161.7
|
|
|
$
|
(180.6
|
)
|
|
$
|
3.3
|
|
|
356.2
|
|
||
Less: short-term debt
|
22.1
|
|
|
|
|
|
|
|
|
|
|
|
14.8
|
|
|||||
Less: current maturities of long-term debt
|
9.1
|
|
|
|
|
|
|
|
|
17.9
|
|
||||||||
Total long-term debt
|
$
|
340.6
|
|
|
|
|
|
|
|
|
$
|
323.5
|
|
(1)
|
The term loan is repayable in quarterly installments of
5.0%
annually, beginning in the third fiscal quarter of 2016. The remaining balance is repayable in full on September 24, 2020. Balances are net of unamortized debt issuance costs of
$1.6
and
$2.0
at
December 31, 2016
and
December 31, 2015
, respectively. See Note 3 for additional details.
|
(2)
|
Under this arrangement, we can borrow, on a continuous basis, up to
$50.0
, as available. At
December 31, 2016
, we had
$39.9
of available borrowing capacity under this facility.
|
(3)
|
Primarily included capital lease obligations of
$1.7
and
$1.7
, balances under purchase card programs of
$3.9
and
$4.8
, borrowings under a line of credit in South Africa of
$10.2
and
$0.0
, and borrowings under a line of credit in China of
$0.0
and
$17.3
, at
December 31, 2016
and
2015
, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
|
(4)
|
“Other” primarily includes debt assumed, foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar, and the impact of amortization of debt issuance costs associated with the term loan.
|
•
|
A term loan facility in an aggregate principle amount of
$350.0
;
|
•
|
A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to
$200.0
;
|
•
|
A global revolving credit facility, available for loans in Euros, GBP and other currencies, in an aggregate principal amount up to the equivalent of
$150.0
;
|
•
|
A participation foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of
$175.0
; and
|
•
|
A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of
$125.0
.
|
Consolidated
Leverage
Ratio
|
|
Domestic
Revolving
Commitment
Fee
|
|
Global
Revolving
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
Foreign
Credit
Commitment
Fee
|
|
Foreign
Credit
Instrument
Fee
|
|
LIBOR
Rate
Loans
|
|
ABR
Loans
|
|||||||
Greater than or equal to 3.00 to 1.0
|
|
0.350
|
%
|
|
0.350
|
%
|
|
2.000
|
%
|
|
0.350
|
%
|
|
1.250
|
%
|
|
2.000
|
%
|
|
1.000
|
%
|
Between 2.00 to 1.0 and 3.00 to 1.0
|
|
0.300
|
%
|
|
0.300
|
%
|
|
1.750
|
%
|
|
0.300
|
%
|
|
1.000
|
%
|
|
1.750
|
%
|
|
0.750
|
%
|
Between 1.50 to 1.0 and 2.00 to 1.0
|
|
0.275
|
%
|
|
0.275
|
%
|
|
1.500
|
%
|
|
0.275
|
%
|
|
0.875
|
%
|
|
1.500
|
%
|
|
0.500
|
%
|
Between 1.00 to 1.0 and 1.50 to 1.0
|
|
0.250
|
%
|
|
0.250
|
%
|
|
1.375
|
%
|
|
0.250
|
%
|
|
0.800
|
%
|
|
1.375
|
%
|
|
0.375
|
%
|
Less than 1.00 to 1.0
|
|
0.225
|
%
|
|
0.225
|
%
|
|
1.250
|
%
|
|
0.225
|
%
|
|
0.750
|
%
|
|
1.250
|
%
|
|
0.250
|
%
|
•
|
Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and
|
•
|
SPX with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.
|
•
|
A Consolidated Interest Coverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least
3.50
to
1.00
; and
|
•
|
A Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than
3.25
to
1.00
(or
3.50
to
1.00
for the four fiscal quarters after certain permitted acquisitions).
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
30.3
|
|
|
$
|
(151.6
|
)
|
|
$
|
114.6
|
|
Less: Net loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
(33.4
|
)
|
|
(11.7
|
)
|
|||
Adjustment related to redeemable noncontrolling interest (Note13)
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share
|
$
|
12.6
|
|
|
$
|
(118.2
|
)
|
|
$
|
126.3
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(97.9
|
)
|
|
$
|
34.6
|
|
|
$
|
269.3
|
|
Less: Net income (loss) attributable to noncontrolling interest
|
—
|
|
|
(0.9
|
)
|
|
2.2
|
|
|||
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share
|
$
|
(97.9
|
)
|
|
$
|
35.5
|
|
|
$
|
267.1
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average number of common shares used in basic income per share
|
41.610
|
|
|
40.733
|
|
|
42.400
|
|
|||
Dilutive securities — Employee stock options, restricted stock shares and restricted stock units
|
0.551
|
|
|
—
|
|
|
0.631
|
|
|||
Weighted-average number of common shares and dilutive securities used in diluted income per share
|
42.161
|
|
|
40.733
|
|
|
43.031
|
|
|
Common Stock
Issued
|
|
Treasury
Stock
|
|
Shares
Outstanding
|
|||
December 31, 2013
|
99.801
|
|
|
(54.520
|
)
|
|
45.281
|
|
Share repurchases
|
—
|
|
|
(4.852
|
)
|
|
(4.852
|
)
|
Restricted stock shares and restricted stock units
|
0.096
|
|
|
0.166
|
|
|
0.262
|
|
Other
|
0.167
|
|
|
—
|
|
|
0.167
|
|
December 31, 2014
|
100.064
|
|
|
(59.206
|
)
|
|
40.858
|
|
Restricted stock shares and restricted stock units
|
0.102
|
|
|
0.096
|
|
|
0.198
|
|
Other
|
0.360
|
|
|
—
|
|
|
0.360
|
|
December 31, 2015
|
100.526
|
|
|
(59.110
|
)
|
|
41.416
|
|
Restricted stock shares and restricted stock units
|
0.042
|
|
|
0.295
|
|
|
0.337
|
|
Retirement of treasury stock
|
(50.000
|
)
|
|
50.000
|
|
|
—
|
|
Other
|
0.187
|
|
|
—
|
|
|
0.187
|
|
December 31, 2016
|
50.755
|
|
|
(8.815
|
)
|
|
41.940
|
|
|
Annual Expected
Stock Price Volatility |
|
Annual Expected
Dividend Yield |
|
Risk-Free Interest Rate
|
|
Correlation
Between Total Shareholder Return for SPX and the Applicable S&P Index |
||||
March 2, 2016
|
|
|
|
|
|
|
|
||||
SPX Corporation
|
36.91
|
%
|
|
—
|
%
|
|
0.97
|
%
|
|
0.3354
|
|
S&P 600 Capital Goods Index
|
32.94
|
%
|
|
n/a
|
|
|
0.97
|
%
|
|
|
|
January 2, 2014:
|
|
|
|
|
|
|
|
||||
SPX Corporation
|
33.7
|
%
|
|
1.02
|
%
|
|
0.76
|
%
|
|
0.7631
|
|
S&P Composite 1500 Industrials Index
|
19.9
|
%
|
|
n/a
|
|
|
0.76
|
%
|
|
|
|
Unvested PSU’s, RSU’s, and RS’s
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|||
December 31, 2013
|
1.537
|
|
|
$
|
58.39
|
|
Granted
|
0.519
|
|
|
86.99
|
|
|
Vested
|
(0.604
|
)
|
|
59.49
|
|
|
Forfeited
|
(0.284
|
)
|
|
63.76
|
|
|
December 31, 2014
|
1.168
|
|
|
69.22
|
|
|
Pre-spin:
|
|
|
|
|||
Granted
|
0.451
|
|
|
81.60
|
|
|
Vested
|
(0.262
|
)
|
|
78.71
|
|
|
Canceled
|
(0.212
|
)
|
|
52.67
|
|
|
Impact of Spin-Off:
|
|
|
|
|||
Terminations
|
(0.785
|
)
|
|
*
|
|
|
Conversions
|
1.010
|
|
|
*
|
|
|
Post-spin
|
|
|
|
|||
Granted
|
0.510
|
|
|
12.32
|
|
|
Canceled
|
(0.011
|
)
|
|
20.34
|
|
|
December 31, 2015
|
1.869
|
|
|
17.63
|
|
|
Granted
|
0.423
|
|
|
13.97
|
|
|
Vested
|
(0.528
|
)
|
|
10.32
|
|
|
Forfeited
|
(0.062
|
)
|
|
20.46
|
|
|
December 31, 2016
|
1.702
|
|
|
$
|
16.47
|
|
|
March 2,
2016 |
|
October 14
2015 |
||
Annual expected stock price volatility
|
30.06
|
%
|
|
27.86
|
%
|
Annual expected dividend yield
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
1.50
|
%
|
|
1.64
|
%
|
Expected life of stock option (in years)
|
6.0
|
|
|
6.0
|
|
|
Shares
|
|
Weighted-
Average Exercise
Price
|
|||
Options outstanding and exercisable at December 31, 2013
|
—
|
|
|
$
|
—
|
|
No activity
|
—
|
|
|
—
|
|
|
Options outstanding and exercisable at December 31, 2014
|
—
|
|
|
—
|
|
|
Granted pre-spin
|
0.323
|
|
|
85.87
|
|
|
Impact of Spin-Off:
|
|
|
|
|||
Terminations
|
(0.282
|
)
|
|
85.87
|
|
|
Conversions
|
0.123
|
|
|
*
|
|
|
Granted post-spin
|
0.883
|
|
|
12.36
|
|
|
Options outstanding and exercisable at December 31, 2015
|
1.047
|
|
|
12.91
|
|
|
Granted
|
0.505
|
|
|
12.85
|
|
|
Options outstanding and exercisable at December 31, 2016
|
1.552
|
|
|
$
|
12.89
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Gains (Losses) on
Qualifying
Cash
Flow
Hedges
(2)
|
|
Pension and
Postretirement
Liability Adjustment
and Other
(3)
|
|
Total
|
||||||||
December 31, 2015
|
$
|
280.6
|
|
|
$
|
(1.8
|
)
|
|
$
|
4.5
|
|
|
$
|
283.3
|
|
Other comprehensive income (loss) before reclassifications
|
(11.9
|
)
|
|
1.1
|
|
|
—
|
|
|
(10.8
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
(39.0
|
)
|
|
2.2
|
|
|
(0.6
|
)
|
|
(37.4
|
)
|
||||
Current-period other comprehensive income (loss)
|
(50.9
|
)
|
|
3.3
|
|
|
(0.6
|
)
|
|
(48.2
|
)
|
||||
December 31, 2016
|
$
|
229.7
|
|
|
$
|
1.5
|
|
|
$
|
3.9
|
|
|
$
|
235.1
|
|
(1)
|
In connection with the sale of our dry cooling business, we reclassified
$40.4
of other comprehensive income related to foreign currency translation to “Gain on sale of dry cooling business,” partially offset by the reclassification, in connection with sale of Balcke Dürr, of
$1.4
of other comprehensive loss related to foreign currency translation to “Gain (loss) on disposition of discontinued operations, net of tax.”
|
(2)
|
Net of tax (provision) benefit of
$(0.9)
and
$0.8
as of
December 31, 2016
and
2015
, respectively.
|
(3)
|
Net of tax provision of
$2.7
and
$3.1
as of
December 31, 2016
and
2015
, respectively. The balances as of
December 31, 2016
and
2015
include unamortized prior service credits.
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Losses on
Qualifying
Cash
Flow
Hedges
(1)
|
|
Pension and
Postretirement
Liability Adjustment
and Other
(2)
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
59.0
|
|
|
$
|
(1.3
|
)
|
|
$
|
4.9
|
|
|
$
|
62.6
|
|
Other comprehensive income (loss) before reclassifications
|
(132.9
|
)
|
|
(1.8
|
)
|
|
0.5
|
|
|
(134.2
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
1.2
|
|
|
(0.9
|
)
|
|
0.3
|
|
||||
Current-period other comprehensive loss
|
(132.9
|
)
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
(133.9
|
)
|
||||
Spin-Off of FLOW Business
|
354.5
|
|
|
0.1
|
|
|
—
|
|
|
354.6
|
|
||||
Balance at December 31, 2015
|
$
|
280.6
|
|
|
$
|
(1.8
|
)
|
|
$
|
4.5
|
|
|
$
|
283.3
|
|
(1)
|
Net of tax benefit of
$0.8
and
$1.1
as of
December 31, 2015
and
2014
, respectively.
|
(2)
|
Net of tax provision of
$3.1
and
$3.0
as of
December 31, 2015
and
2014
, respectively. The balances as of December 31, 2015 and 2014 include unamortized prior service credits.
|
|
Amount
Reclassified
from
AOCI
|
|
Affected
Line Items
in the
Consolidated Statements of
Operations
|
||||||
|
Year ended
December 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
|
||||
Losses on qualifying cash flow hedges:
|
|
|
|
|
|
||||
FX forward contracts
|
$
|
1.0
|
|
|
$
|
(0.6
|
)
|
|
Revenues
|
Commodity contracts
|
2.0
|
|
|
2.8
|
|
|
Cost of products sold
|
||
Pre-tax
|
3.0
|
|
|
2.2
|
|
|
|
||
Income taxes
|
(0.8
|
)
|
|
(1.0
|
)
|
|
|
||
|
$
|
2.2
|
|
|
$
|
1.2
|
|
|
|
Pension and postretirement items:
|
|
|
|
|
|
||||
Amortization of unrecognized prior service credits - Pre-tax
|
$
|
(1.0
|
)
|
|
$
|
(1.1
|
)
|
|
Selling, general and administrative
|
Income taxes
|
0.4
|
|
|
0.2
|
|
|
|
||
|
$
|
(0.6
|
)
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
||||
Recognition of foreign currency translation adjustments related to business dispositions:
|
|
|
|
|
|
||||
Recognition of foreign currency translation adjustment associated with the sale of our dry cooling business
|
$
|
(40.4
|
)
|
|
$
|
—
|
|
|
Gain on sale of dry cooling business
|
Recognition of foreign currency translation adjustment associated with the sale our Balcke Dürr business
|
1.4
|
|
|
—
|
|
|
Gain (loss) on disposition of discontinued operations, net of tax
|
||
|
$
|
(39.0
|
)
|
|
$
|
—
|
|
|
|
•
|
Level 1 — Quoted prices for identical instruments in active markets.
|
•
|
Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3 — Significant inputs to the valuation model are unobservable.
|
|
First
(5)(6)
|
|
Second
(5)
|
|
Third
(5)
|
|
Fourth
(6)
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
Operating revenues
(1)
|
$
|
360.6
|
|
|
$
|
345.9
|
|
|
$
|
371.4
|
|
|
$
|
410.6
|
|
|
$
|
345.0
|
|
|
$
|
334.1
|
|
|
$
|
395.3
|
|
|
$
|
468.4
|
|
Gross profit (loss)
(1)
|
89.9
|
|
|
70.4
|
|
|
91.1
|
|
|
86.7
|
|
|
80.8
|
|
|
(2.7
|
)
|
|
114.0
|
|
|
121.5
|
|
||||||||
Income (loss) from continuing operations, net of tax
(2)
|
20.2
|
|
|
(33.9
|
)
|
|
6.5
|
|
|
(11.4
|
)
|
|
6.6
|
|
|
(122.7
|
)
|
|
(3.0
|
)
|
|
16.4
|
|
||||||||
Income (loss) from discontinued operations, net of tax
(3)
|
(6.6
|
)
|
|
23.9
|
|
|
(3.5
|
)
|
|
47.8
|
|
|
(4.7
|
)
|
|
(8.0
|
)
|
|
(83.1
|
)
|
|
(29.1
|
)
|
||||||||
Net income (loss)
|
13.6
|
|
|
(10.0
|
)
|
|
3.0
|
|
|
36.4
|
|
|
1.9
|
|
|
(130.7
|
)
|
|
(86.1
|
)
|
|
(12.7
|
)
|
||||||||
Less: Net income (loss) attributable to noncontrolling interests
(1)
|
0.6
|
|
|
(2.9
|
)
|
|
(1.0
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(25.6
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||||||
Net income (loss) attributable to SPX Corporation common shareholders
|
13.0
|
|
|
(7.1
|
)
|
|
4.0
|
|
|
39.0
|
|
|
1.9
|
|
|
(105.1
|
)
|
|
(86.1
|
)
|
|
(9.5
|
)
|
||||||||
Adjustment related to redeemable noncontrolling interest
(4)
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss) attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
13.0
|
|
|
$
|
(7.1
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
39.0
|
|
|
$
|
1.9
|
|
|
$
|
(105.1
|
)
|
|
$
|
(86.1
|
)
|
|
$
|
(9.5
|
)
|
Basic income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations, net of tax
|
$
|
0.47
|
|
|
$
|
(0.77
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(2.39
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.48
|
|
Discontinued operations, net of tax
|
(0.16
|
)
|
|
0.59
|
|
|
(0.09
|
)
|
|
1.19
|
|
|
(0.12
|
)
|
|
(0.19
|
)
|
|
(1.99
|
)
|
|
(0.71
|
)
|
||||||||
Net income (loss)
|
$
|
0.31
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.96
|
|
|
$
|
0.04
|
|
|
$
|
(2.58
|
)
|
|
$
|
(2.06
|
)
|
|
$
|
(0.23
|
)
|
Diluted income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations, net of tax
|
$
|
0.47
|
|
|
$
|
(0.77
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.16
|
|
|
$
|
(2.39
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.47
|
|
Discontinued operations, net of tax
|
(0.16
|
)
|
|
0.59
|
|
|
(0.09
|
)
|
|
1.19
|
|
|
(0.12
|
)
|
|
(0.19
|
)
|
|
(1.99
|
)
|
|
(0.70
|
)
|
||||||||
Net income (loss)
|
$
|
0.31
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.96
|
|
|
$
|
0.04
|
|
|
$
|
(2.58
|
)
|
|
$
|
(2.06
|
)
|
|
$
|
(0.23
|
)
|
(1)
|
During the third quarter of 2015, we revised our estimates of expected revenues and profits associated with our large power projects in South Africa. As a result of these revisions, we reduced revenue and gross profit by $
57.2
and $
95.0
, respectively. In addition, the revision resulted in an increase to “Net loss attributable to noncontrolling interests” of
$23.8
. See Notes 5 and 13 for additional details.
|
(2)
|
During the fourth quarter of 2016 and 2015, we recognized pre-tax actuarial losses of
$10.2
and
$9.6
, respectively, associated with our pension and postretirement benefit plans. See Note 9 for additional details.
|
(3)
|
During the fourth quarter of 2016, we recorded a net loss on the sale of Balcke Dürr of
$78.6
. See Note 4 for additional details.
|
(4)
|
During the second quarter of 2016, in connection with the noncontrolling interest in our South Africa subsidiary, we have reflected an adjustment of
$18.1
to “Net income (loss) attributable to SPX Corporation common shareholders” for the excess redemption amount of the Put Option (i.e., the increase in the redemption amount during 2016 in excess of fair value) in our calculations of basic and diluted earnings per share (see Note 13 for additional details).
|
(5)
|
During the first three quarters of 2015, there was a significant amount of general and administrative costs associated with corporate employees and other corporate support that transferred to SPX FLOW at the time of the Spin-Off and did not meet the requirements to be presented within discontinued operations.
|
(6)
|
We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being
91
days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2016 are April 2, July 2 and October 1, compared to the respective March 28, June 27 and September 26, 2015 dates. This practice only affects the quarterly reporting periods and not the annual reporting period. We had six more days in the first quarter of 2016 and we had five fewer days in the fourth quarter of 2016 than in the respective 2015 periods.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
|
a)
|
Directors of the company.
|
b)
|
Executive Officers of the company.
|
c)
|
Section 16(a) Beneficial Ownership Reporting Compliance.
|
d)
|
Code of Ethics.
|
e)
|
Information regarding our Audit Committee and Nominating and Governance Committee is set forth in our definitive proxy statement for the 2017 Annual Meeting of Stockholders under the headings “Corporate Governance” and “Board Committees” and is incorporated herein by reference.
|
1.
|
All financial statements. See Index to Consolidated Financial Statements on page
52
of this Form 10-K.
|
2.
|
Financial Statement Schedules. None required. See page
52
of this Form 10-K.
|
3.
|
Exhibits. See Index to Exhibits.
|
|
SPX CORPORATION
(Registrant)
|
|
|
By
|
/s/ SCOTT W. SPROULE
|
|
|
Scott W. Sproule
Vice President, Chief Financial Officer and Treasurer |
/s/ EUGENE J. LOWE, III
|
|
/s/ SCOTT W. SPROULE
|
Eugene J. Lowe, III
President and Chief Executive Officer
|
|
Scott W. Sproule
Vice President, Chief Financial Officer and Treasurer |
/s/ PATRICK J. O’LEARY
|
|
/s/ RICKY D. PUCKETT
|
Patrick J. O’Leary
Director
|
|
Ricky D. Puckett
Director
|
/s/ DAVID A. ROBERTS
|
|
/s/ RUTH G. SHAW
|
David A. Roberts
Director
|
|
Ruth G. Shaw
Director
|
/s/ TANA L. UTLEY
|
|
/s/ MICHAEL A. REILLY
|
Tana L. Utley
Director |
|
Michael A. Reilly
Vice President, Corporate Controller and Chief Accounting Officer |
|
|
|
|
|
|
Item No.
|
|
Description
|
|
2.1
|
|
—
|
Separation and Distribution Agreement, dated as of September 22, 2015, by and between SPX FLOW, Inc. and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on September 28, 2015 (File no. 1-6948).
|
3.1
|
|
—
|
Restated Certificate of Incorporation, as amended, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (file no. 1-6948).
|
3.2
|
|
—
|
Certificate of Amendment of Certificate of Incorporation, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended June 27, 2015 (file no. 1-6948).
|
3.3
|
|
—
|
By-Laws as amended and restated effective February 20, 2013, incorporated herein by reference from our Current Report on Form 8-K filed on February 20, 2013 (file no. 1-6948).
|
*10.1
|
|
—
|
SPX Corporation Executive Long-Term Disability Plan, incorporated herein by reference from our Current Report on Form 8-K filed on December 19, 2005 (file no. 1-6948).
|
*10.2
|
|
—
|
Amendment to SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2005 (file no. 1-6948).
|
*10.3
|
|
—
|
Form of SPX Corporation Confidentiality and Non-Competition Agreement for Executive Officers, incorporated herein by reference from our Current Report on Form 8-K filed on October 6, 2006 (file no. 1-6948).
|
*10.4
|
|
—
|
Form of SPX Corporation Confidentiality and Non-Competition Agreement for Executive Officers.
|
*10.5
|
|
—
|
SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated Effective February 21, 2006), incorporated herein by reference to Appendix C of our definitive proxy statement for our 2006 Annual Meeting of Stockholders, filed April 3, 2006 (file no. 1-6948).
|
*10.6
|
|
—
|
SPX Corporation 2006 Non-Employee Directors’ Stock Incentive Plan, incorporated herein by reference to Appendix E of our definitive proxy statement for our 2006 Annual Meeting of Stockholders, filed April 3, 2006 (file no. 1-6948).
|
*10.7
|
|
—
|
Amendment to the SPX Corporation 2006 Non-Employee Directors’ Stock Incentive Plan, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (file no. 1-6948).
|
*10.8
|
|
—
|
SPX Corporation Supplemental Retirement Savings Plan, as Amended and Restated May 31, 2008, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 (file no. 1-6948).
|
*10.9
|
|
—
|
SPX Corporation Supplemental Individual Account Retirement Plan, as amended and restated December 31, 2008, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
|
*10.10
|
|
—
|
SPX Corporation 1997 Non-Employee Directors’ Compensation Plan, as amended and restated December 17, 2008, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
|
*10.11
|
|
—
|
SPX Corporation Supplemental Retirement Plan for Top Management, as amended and restated April 22, 2009, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
|
*10.12
|
|
—
|
Form of Restricted Stock Agreement under the SPX Corporation 2006 Non-Employee Directors’ Stock Incentive Plan, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2010 (file no. 1-6948).
|
*10.13
|
|
—
|
Form of Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2010 (file no. 1-6948).
|
Item No.
|
|
Description
|
|
*10.14
|
—
|
Amendment to the SPX Corporation 1997 Non-Employee Directors’ Compensation Plan, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2010 (file no. 1-6948).
|
|
*10.15
|
—
|
Amendment to the SPX Corporation Supplemental Retirement Savings Plan, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2010 (file no. 1-6948).
|
|
*10.16
|
—
|
SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 6, 2011), incorporated herein by reference to Appendix A of our definitive proxy statement for our 2011 Annual Meeting of Stockholders, filed March 23, 2011 (file no. 1-6948).
|
|
*10.17
|
—
|
Form of Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on May 11, 2011 (file no. 1-6948).
|
|
10.18
|
—
|
Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated August 24, 2011, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended October 1, 2011 (file no. 1-6948).
|
|
10.19
|
—
|
Deed of Amendment to the Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated November 1, 2011, incorporated herein by reference from our Annual Report on Form 10-K for the year ended December 31, 2011 (file no. 1-6948).
|
|
10.20
|
—
|
Deed of Amendment to the Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated December 22, 2011 incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended October 1, 2011 (file no. 1-6948).
|
|
*10.21
|
—
|
|
2002 Stock Compensation Plan (As Amended and Restated), incorporated herein by reference to Appendix A of our definitive proxy statement for our 2012 Annual Meeting of Stockholders, filed March 22, 2012 (file no. 1-6948).
|
10.22
|
—
|
|
Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of January 23, 2012, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (file no. 1-6948).
|
*10.23
|
—
|
|
Form of Performance-based Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on January 4, 2013 (file no. 1-6948).
|
*10.24
|
—
|
|
Form of Time-based Restricted Stock Agreement for Non-Employee Directors under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on January 4, 2013 (file no. 1-6948).
|
10.25
|
—
|
|
Amendment No. 1 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of October 26, 2012, incorporated herein by reference from our Current Report on Form 8-K filed on December 3, 2012 (file no. 1-6948).
|
10.26
|
—
|
|
Amendment No. 2 to Purchase and Sale Agreement by and between SPX Corporation and Robert Bosch GmbH, dated as of November 27, 2012, incorporated herein by reference from our Current Report on Form 8-K filed on December 3, 2012 (file no. 1-6948).
|
*10.27
|
—
|
|
Form of Internal Performance-based Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, approved in 2013, incorporated herein by reference from our Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
|
*10.28
|
—
|
|
Form of External Performance-Based Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, approved in 2013, incorporated herein by reference from our Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
|
Item No.
|
|
Description
|
||
*10.29
|
|
—
|
|
Amendment to the SPX Corporation Supplemental Retirement Savings Plan, incorporated herein by reference from our Current Report on Form 8-K filed on March 3, 2014 (file no. 1-6948).
|
*10.30
|
|
—
|
|
Amendment to the SPX Corporation Supplemental Individual Account Retirement Plan, incorporated herein by reference from our Current Report on Form 8-K filed on March 3, 2014 (file no. 1-6948).
|
*10.31
|
|
—
|
|
Amendment to the SPX Corporation Supplemental Retirement Plan for Top Management, incorporated herein by reference from our Current Report on Form 8-K filed on March 3, 2014 (file no. 1-6948).
|
*10.32
|
|
—
|
|
Form of Time-Based Restricted Stock Agreement for Non-Employee Directors under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on April 30, 2014 (file no. 1-6948).
|
*10.33
|
|
—
|
|
Form of Performance-Based Restricted Stock Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on December 30, 2014 (file no. 1-6948).
|
*10.34
|
|
—
|
|
Form of Stock Option Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Current Report on Form 8-K filed on December 30, 2014 (file no. 1-6948).
|
*10.35
|
|
—
|
|
SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 8, 2015), incorporated herein by reference to Appendix A of our definitive proxy statement for our 2015 Annual Meeting of Stockholders, filed March 26, 2015 (file no. 1-6948).
|
*10.36
|
|
—
|
|
Amendment of the SPX Corporation 2002 Stock Compensation Plan, (As Amended and Restated effective May 8, 2015), effective as of February 21, 2017.
|
*10.37
|
|
—
|
|
Form of Time Based Restricted Stock Agreement Award for Non-Employee Directors under the SPX Corporation 2002 Stock Compensation Plan, incorporated herein by reference from our Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 (file no. 1-6948).
|
*10.38
|
|
—
|
|
Form of Time-Based Restricted Stock Unit Agreement for Non-Employee Directors under the SPX Corporation 2002 Stock Compensation Plan.
|
10.39
|
|
—
|
|
Credit Agreement, dated as of September 1, 2015, among SPX Corporation, the Foreign Subsidiary Borrowers party thereto, Bank of America, N.A., as Administrative Agent, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and the other agents and lenders party thereto, incorporated by reference from our Current Report on Form 8-K filed on September 2, 2015 (File no. 1-6948).
|
10.40
|
|
—
|
|
Transition Services Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc. and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on September 28, 2015 (File no. 1-6948).
|
10.41
|
|
—
|
|
Tax Matters Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc. and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on September 28, 2015 (File no. 1-6948).
|
10.42
|
|
—
|
|
Employee Matters Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc. and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on September 28, 2015 (File no. 1-6948).
|
10.43
|
|
—
|
|
Trademark License Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc. and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on September 28, 2015 (File no. 1-6948).
|
*10.44
|
|
—
|
|
Employment Agreement between Eugene Joseph Lowe, III and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on October 1, 2015 (File no. 1-6948).
|
*10.45
|
|
—
|
|
Change of Control Agreement between Eugene Joseph Lowe, III and SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on October 1, 2015 (File no. 1-6948).
|
Item No.
|
|
Description
|
||
*10.46
|
|
—
|
|
Form of Change of Control Agreement with SPX Corporation, incorporated by reference from our Current Report on Form 8-K filed on October 1, 2015 (File no. 1-6948).
|
*10.47
|
|
—
|
|
Form of Severance Benefit Agreement, incorporated by reference from our Current Report on Form 8-K filed on October 1, 2015 (File no. 1-6948).
|
*10.48
|
|
—
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated by reference from our Current Report on Form 8-K filed on February 26, 2016 (File no. 1-6948).
|
*10.49
|
|
—
|
|
Form of Time-Based Restricted Stock Unit Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated by reference from our Current Report on Form 8-K filed on February 26, 2016 (File no. 1-6948).
|
*10.50
|
|
—
|
|
Form of Cash-Settled Performance Unit Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated by reference from our Current Report on Form 8-K filed on February 26, 2016 (File no. 1-6948).
|
*10.51
|
|
—
|
|
Form of Stock Option Agreement under the SPX Corporation 2002 Stock Compensation Plan, incorporated by reference from our Current Report on Form 8-K filed on February 26, 2016 (File no. 1-6948).
|
*10.52
|
|
—
|
|
SPX Corporation Executive Annual Bonus Plan, incorporated herein by reference to Appendix A of the Registrant’s definitive proxy statement for the 2016 Annual Meeting of Stockholders, filed April 12, 2016 (file no. 1-6948).
|
10.53
|
|
—
|
|
Share Purchase Agreement, dated as of November 22, 2016, by and among SPX Cooling Technologies Leipzig GmbH, Marley Cooling Tower (Holdings) Limited, and SPX Mauritius Ltd. (collectively, the “Sellers,” and each a “Seller”), and mutares Holding-24 AG (“Purchaser”), and, as parent guarantor, mutares AG incorporated by reference from our Current Report on Form 8-K/A filed on January 6, 2017 (File no. 1-6948). The registrant has omitted certain immaterial schedules and exhibits to this exhibit pursuant to the provisions of Regulation S-K, Item 601(b)(2). The registrant will furnish a copy of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
|
21.1
|
|
—
|
|
Subsidiaries.
|
23.1
|
|
—
|
|
Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.
|
24.1
|
|
—
|
|
Power of Attorney on page 119 of this Form 10-K.
|
31.1
|
|
—
|
|
Rule 13a-14(a) Certification.
|
31.2
|
|
—
|
|
Rule 13a-14(a) Certification.
|
32.1
|
|
—
|
|
Section 1350 Certifications.
|
101.1
|
|
—
|
|
SPX Corporation financial information from its Form 10-K for the fiscal year ended December 31, 2016, formatted in XBRL, including: (i) Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Balance Sheets as of December 31, 2016 and 2015; (iv) Consolidated Statements of Equity for the years ended December 31, 2016, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (vi) Notes to Consolidated Financial Statements.
|
Entity Name
|
|
Domestic Jurisdiction
|
|
|
|
Ballantyne Holdings LLC
|
|
California
|
Bethpage Finance SARL
|
|
Luxembourg
|
DBT Technologies (Pty) Ltd.
|
|
South Africa
|
Dormant Radio Australia Pty Ltd.
|
|
Australia
|
Fairbanks Morse Pump Corporation
|
|
Kansas
|
Flash Technology, LLC
|
|
Delaware
|
General Signal India Private Limited
|
|
India
|
Genfare Holdings, LLC
|
|
Delaware
|
Jurubatech Technologia Automotiva Ltda.
|
|
Brazil
|
Kayex Holdings LLC
|
|
Delaware
|
Kent-Moore Brasil Indústria e Comércio Ltda.
|
|
Brazil
|
Kiawah Holding Company
|
|
Cayman Islands
|
Marley Canadian Inc.
|
|
Canada
|
Marley Cooling Tower (Holdings) Limited
|
|
United Kingdom
|
Marley Engineered Products LLC.
|
|
Delaware
|
Marley Mexicana S.A. de C.V.
|
|
Mexico
|
MCT Services LLC
|
|
Delaware
|
Pinehurst Holding Company
|
|
Cayman Islands
|
Radiodetection (Canada) Ltd.
|
|
Canada
|
Radiodetection (China) Limited
|
|
Hong Kong
|
Radiodetection Australia Pty Limited
|
|
Australia
|
Radiodetection B.V.
|
|
Netherlands
|
Radiodetection Limited
|
|
United Kingdom
|
Radiodetection S.á r.l.
|
|
France
|
SPX European Holding Limited
|
|
United Kingdom
|
SPX Germany Holding GmbH
|
|
Germany
|
SPX (Guangzhou) Cooling Technologies Co., Ltd.
|
|
China
|
SPX Cooling Technologies Canada, Inc.
|
|
Canada
|
SPX Cooling Technologies Leipzig GmbH
|
|
Germany
|
SPX Cooling Technologies Malaysia Sdn Bhd
|
|
Malaysia
|
SPX Cooling Technologies Singapore Pte. Ltd.
|
|
Singapore
|
SPX Cooling Technologies (Suzhou) Co. Ltd.
|
|
China
|
SPX Cooling Technologies Trading DMCC
|
|
Dubai
|
SPX Cooling Technologies UK Limited
|
|
United Kingdom
|
SPX Cooling Technologies, Inc.
|
|
Delaware
|
SPX Heat Transfer LLC
|
|
Delaware
|
SPX Holding Inc.
|
|
Connecticut
|
SPX International (Thailand) Limited
|
|
Thailand
|
SPX Mauritius Ltd.
|
|
Mauritius
|
SPX Pension Trust Company Limited
|
|
United Kingdom
|
SPX Receivables, LLC
|
|
Delaware
|
SPX Technologies (Pty) Ltd.
|
|
Republic of South Africa
|
SPX Thermal Equipment and Services India Private Limited
|
|
India
|
SPX Transformer Solutions, Inc.
|
|
Wisconsin
|
TCI International, Inc.
|
|
Delaware
|
The Marley Company LLC
|
|
Delaware
|
The Marley Wylain Company
|
|
Delaware
|
Vokes Limited
|
|
United Kingdom
|
XCel Erectors, Inc.
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of SPX Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 24, 2017
|
/s/ EUGENE J. LOWE, III
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of SPX Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 24, 2017
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/s/ SCOTT W. SPROULE
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Vice President, Chief Financial Officer and Treasurer
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(i)
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this Annual Report on Form 10-K, for the year ended
December 31, 2016
, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(ii)
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the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of SPX Corporation.
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/s/ EUGENE J. LOWE, III
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/s/ SCOTT W. SPROULE
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Eugene J. Lowe, III
President and Chief Executive Officer
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Scott W. Sproule
Vice President, Chief Financial Officer
and Treasurer
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