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What changed in SPX Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SPX Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+346 added−387 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in SPX Technologies, Inc.'s 2025 10-K

346 paragraphs added · 387 removed · 254 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

44 edited+10 added−8 removed23 unchanged
Biggest changeParticular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in the Company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, that cannot be recovered in product pricing; the impact of competition on profit margins and the Company’s ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes; changes in worldwide economic conditions, including as a result of geopolitical conflicts; uncertainties with respect to the Company’s ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition or disposition transactions, including with respect to integrating acquisitions and achieving cost savings or other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters.
Biggest changeParticular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in our markets; changes in anticipated capital investment and maintenance expenditures by customers; changes in economic conditions in relevant global and North American markets, including as a result of the imposition, or threat of imposition of tariffs, including any new or increased tariffs announced by the U.S. government and any retaliatory tariffs announced in response thereto, and other trade barriers, international trade tensions or geopolitical conflicts; availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties that cannot be recovered in product pricing; the impact of competition on profit margins and our ability to maintain or increase market share; risks with respect to our contracts with the U.S. government, including the government's ability to terminate contracts prior to completion or failure to appropriate amounts necessary to fund such contracts; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting our business, including regulatory changes; uncertainties with respect to our ability to complete expansions to or the reconfiguration of our manufacturing footprint within the time periods and at costs we anticipate and whether we will realize the anticipated benefits of these activities; uncertainties with respect to our ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition transactions, including with respect to integrating acquisitions and achieving costs savings, synergistic sales or other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters.
(“SPX FLOW”), a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.
(“SPX FLOW”), prior to the Spin-Off, a wholly-owned subsidiary of SPX, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.
Other Matters No customer or group of customers that, to our knowledge, are under common control accounted for more than 10 % of our consolidated revenues for any period presented. Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses’ sales and payment terms are generally similar to those of our competitors.
Other Matters No customer or group of customers that, to our knowledge, are under common control accounted for more than 10% of our consolidated revenues for any period presented. 5 Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses’ sales and payment terms are generally similar to those of our competitors.
Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company's common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX 1 common stock being converted.
Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company's common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX common stock being converted.
Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the year. Our website address is www.spx.com. Information on our website is not incorporated by reference herein.
Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the calendar year. Our website address is www.spx.com. Information on our website is not incorporated by reference herein.
As such, we strive to provide an environment where employees are developed and provided challenging career growth opportunities. We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are designed to reward employees and assist them in managing their well-being.
As such, we strive to provide an environment where employees are developed and provided with challenging career growth opportunities. We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are designed to reward employees and assist them in managing their well-being.
Operating income for our reportable segments is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs.
Segment income for our reportable segments is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs.
In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all.
In addition, business difficulties experienced by a 4 third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all.
The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a cu stomer base in North America, Europe, and Asia.
The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a global cu stomer base in North America, Europe, and Asia .
The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa and Asia. Core brands for our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Cues, ULC Robotics, and Sensors & Software.
The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa, and Asia. Core brands f or our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Cues, ULC Robotics, and Sensors & Software.
Business (All currency and share amounts are in millions) Forward-Looking Information Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended.
Business (All currency and share, except per share, amounts are in millions) Forward-Looking Information Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended.
Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document. Business SPX Technologies, Inc.
You should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document. 1 Business SPX Technologies, Inc.
During 2024, we continued our focus on enhancing our programs aimed at ensuring that we provide an inclusive environment where all employees feel valued and respected. We believe through these efforts we can unlock greater potential, provide new opportunities for our employees, and benefit from varying backgrounds and points of view.
During 2025, we continued our focus on enhancing our programs aimed at ensuring that we provide an inclusive environment where all employees feel valued and respected. We believe through these efforts we can unlock greater potential, provide new opportunities for our employees, and benefit from varying backgrounds and points of view.
Our detection and measurement product lines encompass underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. Our detection and measurement solutions enable utilities, telecommunication providers and regulators, and municipalities and transit authorities to build, monitor and maintain vital infrastructure.
Our detection and measurement product lines encompass underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. Our detection and measurement solutions enable utilities, telecommunication providers and regulators, defense agencies, and municipalities and transit authorities to build, monitor and maintain vital infrastructure.
At the beginning of 2024, we launched our updated Global Employee Survey with over 90% employee participation, the results of which informed discussions about what is most important to our employees and helped us develop action plans to focus on those priorities.
At the beginning of 2025, we launched our updated Global Employee Survey with over 90% employee participation, the results of which informed discussions about what is most important to our employees and helped us develop action plans to focus on those priorities.
Our market leading brands, coupled with our commitment to continuous innovation and focus on our customers’ needs, enables our HVAC cooling and heating businesses to serve an expanding number of industrial, commercial, data center, and residential customers. Growth for our HVAC businesses will be driven by innovation, increased scalability, and our ability to meet the needs of broader markets.
Our market leading brands, coupled with our commitment to continuous innovation and focus on our customers’ needs, enables our HVAC cooling and heating businesses to serve an expanding number of industrial, institutional, commercial, and residential customers. Growth for our HVAC businesses will be driven by innovation, increased scalability, and our ability to meet the needs of broader markets.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 5
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 6
(“KTS”), which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry. The post-acquisition operating results of KTS will be reflected within our Detection and Measurement reportable segment.
(“KTS”), which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry. The post-acquisition operating results of KTS are reflected within our Detection and Measurement reportable segment.
Approximately 58 % of the segment’s backlog as of December 31, 2024 is expected to be recognized as revenue during 2025. The segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation.
Approximately 66% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026. The segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation.
Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company. Legacy SPX was founded in Muskegon, Michigan in 1912 as the Piston Ring Company and adopted the name SPX Corporation in 1988. Its common stock had been listed on the New York Stock Exchange since 1972.
Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company. Legacy SPX was founded in Muskegon, Michigan in 1912 as the Piston Ring Company and adopted the name SPX Corporation in 1988. Our common stock has been listed on the New York Stock Exchange since 1972.
For more information, please refer to “Risk Factors.” Outsourcing and Raw Materials We manufacture many of the components used in our products; however, our strategy includes outsourcing certain components and sub-assemblies to other companies where strategically and economically beneficial.
We are both a licensor and licensee of patents. For more information, please refer to “Risk Factors.” Outsourcing and Raw Materials We manufacture many of the components used in our products; however, our strategy includes outsourcing certain components and sub-assemblies to other companies where strategically and economically beneficial.
Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted. We are both a licensor and licensee of patents.
We also own a number of registered trademarks. Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted.
We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.
We cannot predict risk factors related to any future new business or product line, and we cannot assess the impact, if any, of such risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.
This is consistent with the way our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, evaluates the results of each segment. HVAC Reportable Segment Our HVAC reportable segment had revenues of $1,364.7 , $1,122.3, and $913.8 in 2024, 2023 and 2022, respectively, and backlog of $436.8 and $306.1 as of December 31, 2024 and 2023 , respectively.
This is consistent with the way our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, evaluates the results of each segment. HVAC Reportable Segment Our HVAC reportable segment had revenues of $1,518.2 , $1,364.7, and $1,122.3 in 2025, 2024 and 2023, respectively, and backlog of $584.5 and $436.8 as of December 31, 2025 and 2024 , respectively.
The segment engineers, designs, manufactures, installs and services cooling products and engineered air movement and handling solutions for the HVAC industrial, commercial, data center, and power generation markets, as well as heating and ventilation products for the residential, industrial, and commercial markets.
The segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement and handling solutions for the industrial (including data center and power generation), institutional, and commercial HVAC markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets.
In 2024, we introduced our Building Strength program, adding development opportunities for all employees in leadership, communication, team development, and collaboration directly aligned to our Leadership Model.
In 2025, we expanded our Building Strength program, adding new development opportunities for all employees in leadership, communication, team development, and collaboration directly aligned to our Leadership Model.
Approximately 88 % of the segment’s backlog as of December 31, 2024 is expected to be recognized as revenue during 2025.
Approximately 83% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026.
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material. As previously indicated, we acquired KTS in January 2025, Ingénia in 2024, TAMCO and ASPEQ in 2023, and ITL in 2022.
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material. As previously indicated, we acquired Thermolec in January 2026, Crawford in February 2026, Sigma & Omega in April 2025, KTS in January 2025, Ingénia in 2024, and TAMCO and ASPEQ in 2023.
For information regarding supply chain disruptions and labor shortages refer to “MD&A - Supply Chain Disruptions, Labor Shortages, and Cost Increases.” 4 Competition Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets.
For information regarding the impact of tariffs and other cost increases refer to “MD&A - Impacts of Tariffs and Other Cost Increases.” Competition Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets.
We continued to expand participation in our leadership development programs and have now trained 275 leaders through our “Frontline Leaders Program” and 92 leaders have completed our midlevel leader program, “Amplified Leadership.” We are looking forward to launching our fourth cohort of our Executive Leadership Program in 2025 adding to our growing class of more than 100 leaders who have completed this advanced development program.
We continued to expand participation in our leadership development programs and have now trained 315 leaders through our “Frontline Leaders Program” and 138 leaders have completed our midlevel leader program, “Amplified Leadership.” We began our fourth cohort of our Executive Leadership Program in 2025 adding to our growing class of more than 50 leaders who have completed this advanced development program.
While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. We believe that our future success is impacted by our continued ability to attract and retain highly skilled employees.
In addition, we have various collective labor arrangements covering certain of our non-U.S. employee groups. While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. We believe that our future success is impacted by our continued ability to attract and retain highly skilled employees.
A description of the general development of our business, including with respect to developments occurring prior to those discussed above, is included in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2023 , which description is incorporated by reference. 2 We are a diversified, global supplier of infrastructure equipment serving the HVAC and detection and measurement markets.
A description of the general development of our business, including with respect to developments occurring prior to those discussed above, is included in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024 , which description is incorporated by reference.
Human Capital Resources At December 31, 2024, we had approximately 4,300 employees, with approximately 3,300 employed in the United States. We also leverage temporary workers to provide flexibility for our business and manufacturing needs. Six domestic collective bargaining agreements cover approximately 460 of our employees. In addition, we have various collective labor arrangements covering certain of our non-U.S. employee groups.
Human Capital Resources At December 31, 2025, we had approxima tely 4,700 employees, with approximately 3,500 employed in the United States. We also leverage temporary workers to provide flexibility for our business and manufacturing needs. Six domestic collective bargaining agreements cover approximately 480 of our employees.
Our transportation systems are sold under the Genfare brand, our communication technologies products are sold under the TCI, ECS, and KTS brands, and our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and Avlite brands. 3 Acquisitions From time to time, we may make acquisitions that do not significantly impact our financial position or operations.
Our transportation systems are sold under the Genfare brand, our communication technologies products are sold under the TCI, ECS, and KTS brands, and our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and Avlite brands.
These efforts encompass certain of our products with divisional engineering teams coordinating their resources. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.
We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities and that provide sustainable solutions to our customers.
Due to our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.
We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.
These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-K.
Acquisitions From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources.
Patents/Trademarks We own 227 domestic and 402 foreign patents (comprising 159 patent “families”) (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 24 patents that were issued in 2024, covering a variety of our products and manufacturing methods. We also own a number of registered trademark s.
Patents/Trademarks At December 31, 2025, we owned 149 domestic and 313 foreign patents for a total of 462 patents (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 12 patents that were issued in 2025, covering a variety of our products and manufacturing methods.
In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets. All the forward-looking statements are qualified in their entirety by reference to the risks and uncertainties discussed in this filing, including under the heading “Risk Factors,” and any subsequent filing with the U.S.
All the forward-looking statements are qualified in their entirety by reference to discussions of risks and uncertainties presented in this annual report, including under the heading “Risk Factors,” and any subsequent filing with the U.S.
Core brands for our cooling products include Marley, Recold, SGS, Cincinnati Fan, TAMCO, and Ingénia , while our heating products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and Solar Products brands.
Core brands for our cooling products and engineered air movement and handling solutions include Marley, Recold, SGS, Cincinnati Fan, TAMCO, Ingénia , Air Enterprises, and Rahn Industries while our hydronics and electrical heating and ventilation products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Sigma, Omega, Skypeak, Thermolec, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and Solar Products brands. 3 Detection and Measurement Reportable Segmen t Our Detection and Measurement reportable segment had revenues of $746.9, $619.2, and $618.9 in 2025, 2024 and 2023, respectively, and backlog of $350.3 and $220.9 as of December 31, 2025 and 2024 , respectively.
See Note 7 to our consolidated financial statements for more information on our international operations. Research and Development We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and develop new products to better serve our current and future customers.
Research and Development We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and develop new products to better serve our current and future customers. These efforts encompass certain of our products with divisional engineering teams coordinating their resources.
We believe that we generally will be able to continue to obtain adequate supplies of key products, components or appropriate substitutes at reasonable costs. We are subject to increases in the prices, including from the impact of tariffs, of many of our key raw materials, including petroleum-based products and steel.
We are subject to increases in the prices, including from the impact of tariffs, of many of our key raw materials, including petroleum-based products, aluminum, steel, and copper. In recent years, we have generally been able to offset increases in raw material costs through corresponding product pricing actions.
Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only (see Notes 1 and 4 to our consolidated financial statements for information on discontinued operations).
These non-core businesses will be recorded as assets held for sale, with their results reported as discontinued operations while we identify suitable buyer(s) and execute our plan to sell these businesses within twelve months. 2 Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only (see Note 4 to our consolidated financial statements for information on discontinued operations).
With operations in over 15 countries and approximat el y 4,300 emp loyees, we offer a wide array of highly engineered infrastructure products with strong brands. HVAC solutions offered by our businesses include package and process cooling equipment, engineered air movement and handling solutions, residential and commercial boilers, electrical heating, and ventilation products.
HVAC solutions offered by our businesses include package and process cooling products and engineered air movement and handling solutions for the HVAC industrial (including data center and power generation), institutional, and commercial markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets.
Removed
Based on a review of our portfolio of businesses, and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided in 2015 that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformers and process cooling systems businesses.
Added
In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.
Removed
As a result, we subsequently significantly reduced our exposure to the power generation markets. This reduction included the wind-down of the SPX Heat Transfer Business (“Heat Transfer”), completed during the fourth quarter of 2020, and the wind-down of our South African subsidiary, DBT Technologies (PTY) LTD (“DBT”) in 2021 when we substantially ceased all operations.
Added
On April 15, 2025, we completed the acquisition of Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”), which specializes in highly engineered hydronic heating and cooling equipment, including vertical stack heat pumps and fan coils, institutional heating products, and both air-cooled and water-cooled commercial self-contained units.
Removed
In addition, we completed the sale of our Transformer Solutions business (“Transformer Solutions”) during 2021. As a result, we are reporting Heat Transfer, DBT, and Transformer Solutions as discontinued operations in the accompanying consolidated financial statements. See Note 4 for additional details regarding discontinued operations and Notes 4 and 15 for additional details of DBT’s dispute resolution matters.
Added
The post-acquisition operating results of Sigma & Omega are reflected within our HVAC reportable segment. On January 20, 2026, we completed the acquisition of Thermolec Ltd. (“Thermolec”), which specializes in custom electric duct heating and related solutions. The post-acquisition results of Thermolec will be reflected within our HVAC reportable segment.
Removed
On March 31, 2022, we completed the acquisition of International Tower Lighting, LLC (“ITL”), a leader in the design and manufacture of highly-engineered aids to navigation systems, including obstruction lighting for telecommunications towers, wind turbines and numerous other terrestrial obstructions. The post-acquisition operating results of ITL are reflected within our Detection and Measurement reportable segment.
Added
On February 6, 2026, we completed the acquisition of Crawford United Corporation (“Crawford”), which specializes in highly engineered air handling and industrial products. The post-acquisition results of Crawford's Commercial Air Handling Equipment businesses will be reflected within our HVAC reportable segment.
Removed
Detection and Measurement Reportable Segmen t Our Detection and Measurement reportable segment had revenues of $619.2, $618.9, and $547.1 in 2024, 2023 and 2022, respectively, and backlog of $220.9 and $244.5 as of December 31, 2024 and 2023 , respectively.
Added
Crawford's Industrial & Transportation Products businesses, which includes businesses serving aerospace, defense, transportation, and marine markets, is non-core to our long-term strategy.
Removed
Divestitures We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be m aterial. As previously indicated, the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, was completed in 2022 and the divestiture of Transformer Solutions was completed in 202 1.
Added
We are a diversified, global supplier of highly specialized, engineered solutions serving the HVAC and detection and measurement markets. With operations in 16 countries and approximately 4,700 e mp loyees, we offer a wide array of highly engineered infrastructure products with strong brands.
Removed
As previously indicated, we completed the wind-down of our DBT and Heat Transfer businesses in the fourth quarters of 2021 and 2020, respectively. International Operations We are a multinational co rporation with operations in over 15 countries. Sales outside the United States were $343.1 , $287.1 and $237.4 in 2024, 2023 and 2022, respectively.
Added
Such acquisitions are not separately identified within this report on Form 10-K. During the year ended December 31, 2025, cash outflows, net of cash acquired, related to this activity totaled $8.2. The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.
Removed
In recent years, we have generally been able to offset increases in raw material costs through corresponding product pricing actions. Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations.
Added
Divestitures We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be m aterial. See Note 4 to our consolidated financial statements for more information on discontinued operations. International Operations We are a multinational co rporation with operations in 16 countries.
Added
Sales outside the United States were $452.5 , $343.1 and $287.1 in 2025, 2024 and 2023, respectively. See Note 7 to our consolidated financial statements for more information on our international operations.
Added
Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations. Due to our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

62 edited+22 added−3 removed128 unchanged
Biggest changeRisks Related to Human Capital Resources The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations. We are dependent on the continued services of our leadership teams. The loss of these personnel without adequate replacement could have a material adverse effect on our operations.
Biggest changeWe are dependent on the continued services of our leadership teams. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully.
Increases in the level of our indebtedness relative to our cash balances could: • Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all; • Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions; • Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions; • Limit our ability to pay dividends on our common stock in the future; • 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 • 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.
Increases in the level of our indebtedness relative to our cash balances could: • Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all; 18 • Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions; • Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions; • Limit our ability to pay dividends on our common stock in the future; • 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 • 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.
Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including: • Government embargoes or foreign trade restrictions such as antidumping 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 and the relaxation of 9 embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States; • Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner, may increase the price of our products which may lead to lost business, and may increase the cost of our raw materials, including raw materials sourced domestically; • Transportation and shipping expenses may add additional cost to our products; • Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business; • Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and • Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including: • Government embargoes or foreign trade restrictions such as antidumping 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 and the relaxation of 11 embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States; • Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner, may increase the price of our products which may lead to lost business, and may increase the cost of our raw materials, including raw materials sourced domestically; • Transportation and shipping expenses may add additional cost to our products; • Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business; • Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and • Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported 14 revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices.
Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a 11 timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
Federal Reserve raises its benchmark interest rate, which may reduce the availability of, and increase the cost of, obtaining new debt and refinancing existing indebtedness. For additional information related to this risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.” Currency conversion risk could have a material impact on our reported results of business operations.
Federal 16 Reserve raises its benchmark interest rate, which may reduce the availability of, and increase the cost of, obtaining new debt and refinancing existing indebtedness. For additional information related to this risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.” Currency conversion risk could have a material impact on our reported results of business operations.
Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced.
Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or 8 cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced.
Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under the credit agreement, and our current or future indebtedness may be adversely affected. We are also exposed to risks if the U.S.
Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under our senior credit agreement, and our current or future indebtedness may be adversely affected. We are also exposed to risks if the U.S.
In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow; • Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, and nationalization of private enterprises; • Unexpected changes relating to currency exchange rates could adversely impact our operations, revenues, operating profit and cash flows; • Transportation and shipping expenses may add additional cost to our products; • Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business; • Local, regional or worldwide hostilities, including armed conflicts, could impact our operations; • 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; and 10 • Public health crises, including the outbreak of a pandemic or other contagious disease.
In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow; • Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, and nationalization of private enterprises; • Unexpected changes relating to currency exchange rates could adversely impact our operations, revenues, operating profit and cash flows; • Transportation and shipping expenses may add additional cost to our products; 12 • Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business; • Local, regional or worldwide hostilities, including armed conflicts, could impact our operations; • 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; and • Public health crises, including the outbreak of a pandemic or other contagious disease.
In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts.
In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting 13 processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our business, leading to potential exposure for us.
Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive.
Increased energy usage or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive.
Costs incurred to defend our rights may be material. 12 Risks Related to Contingent Liabilities Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
Costs incurred to defend our rights may be material. Risks Related to Contingent Liabilities Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.
Moreover, concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.
In connection with these and any future examinations or audits, there is a risk that we could be challenged by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns.
In connection with these and any future examinations or audits, there is a risk that we could be challenged 17 by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns.
Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the 7 other party.
Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the other party.
As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized. 8 Dispositions or liabilities retained in connection with dispositions could negatively affect us.
As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized. Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Although no one customer accounted for more than 10% of our consolidated revenues, many of our businesses derive revenues from large projects or key customer relationships and any of the aforementioned factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
Although to our knowledge no one customer accounted for more than 10% of our consolidated revenues, many of our businesses derive revenues from large projects or key customer relationships and any of the aforementioned factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors.
In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel, aluminum, oil, and copper) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors.
In addition, we cannot assure you 16 that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness.
In addition, we cannot assure you that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness.
There is growing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations.
There is continuing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations.
In addition, competitive environments in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and 6 domestic and global economic conditions. To remain competitive, we need to invest in manufacturing, marketing, customer service and support, and our distribution networks.
In addition, competitive environments 7 in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and domestic and global economic conditions. To remain competitive, we need to invest in manufacturing, marketing, customer service and support, and our distribution networks.
Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments.” Our business depends on capital investment and maintenance expenditures by our customers.
Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments and Corporate Expense.” Our business depends on capital investment and maintenance expenditures by our customers.
In addition, if we or one of our divisions were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings.
In addition, if we or one of our businesses were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings.
As of December 31, 2024, we had the ability to issue up to an additional 3.409 s hares as restricted stock units, performance stock units, or stock options under our 2019 Stock Compensation Plan. We also may issue a significant number of additional shares, i n connection with acquisitions, through a registration statement, or otherwise.
As of December 31, 2025, we had the ability to issue up to an additional 3.330 s hares as restricted stock units, performance stock units, or stock options under our 2019 Stock Compensation Plan. We also may issue a significant number of additional shares, i n connection with acquisitions, through a registration statement, or otherwise.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including: • Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner, may increase the price of our products which may lead to lost business, and may increase the cost of our raw materials, including raw materials sourced domestically; • 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; • Local customers may have a preference for locally-produced products; • Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables; • Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including: • Customs, tariffs and trade restrictions, including the expiration or negotiation of free trade agreements such as the United States-Mexico-Canada Agreement, may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner, may increase the price of our products which may lead to lost business, and may increase the cost of our raw materials, including raw materials sourced domestically; • 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; • Local customers may have a preference for locally-produced products; • Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables; • Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2024, our net liability to these plans was $96.8.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2025, our net liability to these plans was $92.8.
Expectations from investors, customers, team members, certain government agencies and other third parties for reporting on sustainability and social responsibility matters have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data.
Expectations from investors, customers, team members, certain government agencies and other third parties for reporting on sustainability and social responsibility matters have increased over the past several years, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, funding available from government sources, and expectations of future market behavior.
Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our: • Revenues; • Margins; • Profits; • Cash flows; • Customers’ orders, including order cancellation activity or delays on existing orders; • Customers’ ability to access credit; • Customers’ ability to pay amounts due to us; and • Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our: • Revenues; • Margins; • Profits; • Cash flows; • Customers’ orders, including order cancellation activity or delays on new or existing orders; • Customers’ ability to access credit; • Customers’ ability to pay amounts due to us; • Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services; and • Our ability to realize expected returns from facility expansions.
We maintain a credit agreement with both term loan facilities and a revolving credit facility. Borrowings under these facilities accrue interest at either an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”) plus, in each case, an applicable margin based on our consolidated leverage ratio as defined in the credit agreement.
Our senior credit agreement includes both term loan facilities and a revolving credit facility. Borrowings under these facilities accrue interest at either an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”) plus, in each case, an applicable margin based on our consolidated leverage ratio as defined in our senior credit agreement.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business. In 2024, approximately 83% of our revenues were generated inside the United States.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business. In 2025, approximately 80% of our revenues were generated inside the United States.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangible assets of the respective reporting unit, a material non-cash charge to earnings could result. At December 31, 2024, we had goodwill and other intangible assets, net, of $1,537.5.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangible assets of the respective reporting unit, a material non-cash charge to earnings could result. At December 31, 2025, we had goodwill and other intangible assets, net, of $1,911.6.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats.
IT security threats are increasing in frequency and sophistication, including state-sponsored attacks coordinated by certain foreign governments. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats.
In addition, at December 31, 2024, we had $8.0 of available issuance capacity under our foreign credit instrument facilities after giving effect to $17.0 res erved for outstanding letters of credit. At December 31, 2024, our cash and equivalents balance wa s $161.4 .
In addition, at December 31, 2025, we had $17.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $7.2 res erved for outstanding letters of credit. At December 31, 2025, our cash and equivalents balance wa s $366.0 .
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our businesses.
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events, including changes in demand for the construction of data centers, could also affect sales of products in our businesses.
See “Business,” “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures. We have divested a number of businesses, including the Spin-Off in 2015.
See “Business,” 10 “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures. We have divested a number of businesses.
We use derivative financial instruments in order to reduce the substantial effects of currency and interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency, currency swap agreements and currency option contracts, as well as interest rate swap agreements. We have entered into, and may continue to enter into, these or other hedging arrangements.
We may use derivative financial instruments in order to reduce the substantial effects of currency and interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency, currency swap agreements and currency option contracts, as well as interest rate swap agreements.
The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States.
Downturns in global economies could negatively impact our results of operations and prospects. In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with armed conflicts, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other nations, could negatively impact our results of operations and prospects.
In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with armed conflicts, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect nations relevant to our business or the businesses of our customers and vendors, could negatively impact our results of operations and prospects.
Reduced demand for, or increased costs of, our products and services could result in the delay or cancellation of existing or future orders, or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. Reduced demand may also erode average selling prices in the relevant market. We operate in highly competitive markets.
Reduced demand for, or increased costs of, our products and services could result in the delay or cancellation of existing or future orders, or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs, including those resulting from anticipated plant expansions. Reduced demand may also erode average selling prices in the relevant market.
At December 31, 2024, we h a d $614.7 in total indebtedness. On that same date, we h ad $909.0 o f available borrowing capacity under our revolving credit facilities, after givin g effect to borrowings under the domestic revolving loan facilities of $80.0 and $11.0 reserved for outstanding letters of credit.
At December 31, 2025, we h a d $501.6 in total indebtedness. On that same date, we h ad $1,489.5 o f available borrowing capacity under our revolving credit facilities, after givin g effect to borrowings under the domestic revolving loan facilities of $0.0 and $10.5 reserved for outstanding letters of credit.
Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or other incentives that we cannot or will not match.
In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or other incentives that we cannot or will not match.
Our failure to compete effectively could harm our business. We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price.
We operate in highly competitive markets. Our failure to compete effectively could harm our business. We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products.
In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S.
We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.
Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.
By utilizing hedging instruments, we may forgo benefits that might result from fluctuations in currency exchange and interest rates. We are also exposed to the risk that counterparties to hedging contracts will default on their obligations. A default by such counterparties in performing their obligations under these hedging instruments could have an adverse effect on us.
We have entered into, and may continue to enter into, these or other hedging arrangements. By utilizing hedging instruments, we may forgo benefits that might result from fluctuations in currency exchange and interest rates. We are also exposed to the risk that counterparties to hedging contracts will default on their obligations.
In addition, under recently implemented governmental requirements, we will incur additional costs in complying with climate-related reporting mandates. Under laws enacted in California, we, and other companies doing business in California that exceed requisite financial thresholds, will be subject to extensive climate-related reporting.
In addition, under recently implemented governmental requirements, we have incurred additional costs in complying with climate-related reporting mandates. Under laws and regulations adopted in California, we, and other companies doing business in California that exceed requisite financial thresholds, are subject to extensive climate-related reporting. Certain of these laws and regulations are subject to pending legal challenges.
Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows. We are subject to taxation in various jurisdictions around the world.
A default by such counterparties in performing their obligations under these hedging instruments could have an adverse effect on us. Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows. We are subject to taxation in various jurisdictions around the world.
There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows. See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows.
Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve.
Many of our businesses closely follow changes in the industries and end markets that they serve.
We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate.
We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both.
Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of qualified managers or skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees.
From time to time, there may be a shortage of qualified managers or skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees.
The reporting requirements of the California laws and related regulations will result in increased compliance costs and could result in regulatory reporting risks. Failure to comply with laws and regulations can have adverse consequences, including civil, administrative, and criminal penalties as well as a negative impact on the Company’s reputation, business, results of operations and cash flows.
Failure to comply with laws and regulations can have adverse consequences, including civil, administrative, and criminal penalties as well as a negative impact on the Company’s reputation, business, results of operations and cash flows. Failure to meet evolving expectations for other reporting on sustainability and social responsibility matters could adversely affect our sales and results of operations.
If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangible assets, we may be required to record a material non-cash charge to earnings. 15 The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units.
The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples.
The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct. Risks Related to our Suppliers and Vendors The price and availability of raw materials and components has and may adversely affect our business.
The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.
At December 31, 2024, we had six domestic collective bargaining agreements covering approximately 460 of our approximately 4,300 employees. None of these collective bargaining agreements will expire in 2025 or are scheduled for negotiation and renewal. We also have various co llective labor arrangements covering certain non-U.S. employee groups.
None of these collective bargaining agreements will expire in 2026 or are scheduled for negotiation and renewal. We also have various co llective labor arrangements covering certain non-U.S. employee groups. We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes.
If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected. 13 We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected.
Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement.
Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or outbreaks, epidemics or pandemics of infectious diseases (such as the recent COVID-19 pandemic) could adversely impact our operations. Risks Related to Acquisitions and Dispositions Acquisitions involve a number of risks and present financial, managerial and operational challenges.
Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, outbreaks, epidemics or pandemics of infectious diseases (such as the COVID-19 pandemic), orders or actions by government authorities or requirements of law, embargoes or blockades, national or regional emergencies, telecommunications breakdowns, power outages or shortages, or other events beyond our reasonable control could adversely impact our operations.
Additional shares issued would have a dilutive effect on our earnings per share.
For example, in 2025, we issued 3.059 shares of our common stock for cash in a registered public offering. Additional shares issued would have a dilutive effect on our earnings per share. 19
Risks Related to Macro-Economic, Domestic and World Events Governmental laws and regulations could negatively affect our business. Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business.
Additionally, the risks identified above with respect to completed dispositions may be applicable with respect to transactions we complete to divest any of these businesses. Risks Related to Macro-Economic, Domestic and World Events Governmental laws and regulations could negatively affect our business.
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Worldwide economic conditions could negatively impact our businesses. Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns.
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In addition, changes in focus or reductions in budgetary funding available to government or municipal agencies to which we sell could have a material adverse effect on our business, financial condition, results of operations and cash flows. Contracts with, or funded by, the U.S. government or their agencies present additional risks compared to contracts with private sector customers.
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Failure to meet evolving expectations for other reporting on sustainability and social responsibility matters could adversely affect our sales and results of operations.
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Revenue generated from sales to or funded by the U.S. government, and their agencies, expose us to certain risks, which could materially and negatively affect our business, financial condition, and results of operations: • Some of our government contracts are long-term agreements funded on an annual basis.
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Failure to protect or unauthorized use of our intellectual property may harm our business. Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology.
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If appropriations are not renewed for subsequent years of a multi‑year contract, we may be unable to realize the full revenue and profit originally anticipated.
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Additionally, changes in government spending priorities, reductions in agency staffing levels, or government shutdowns could lead to program cancellations, work stoppages, delays in program execution and payments, and challenges in fulfilling existing contracts or competing for new opportunities.
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Government customers are not obligated to maintain funding at any particular level, and program funding may be reduced or eliminated entirely or our customers may also redirect spending toward areas outside our current service offerings. • Our contracts with the U.S. government or their agencies, as well as those that receive government funding, are subject to audits, investigations, and other proceedings that may result in adjustments to reimbursable costs.
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If any wrongdoing is alleged, we could also face temporary or permanent suspension from government programs, along with penalties that may include monetary damages and criminal or civil sanctions. • The U.S. government and their agencies may modify, reduce, insource or terminate our contracts at any time before completion, and if we are unable to replace this work, our revenue could decline. • Most U.S. government contracts are awarded through a highly competitive process that often places significant emphasis on price.
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Increasing use of multi‑year, multi‑award contracts requires additional competitive bidding for each task order, creating greater pricing pressure and incremental costs. • We may be disadvantaged in competing for certain U.S. government contracts due to policies that prioritize awards to small, under‑represented, or disadvantaged businesses. • Certain U.S. government contracts require security clearances, which can be difficult and time‑consuming to obtain.
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If our employees or facilities cannot obtain or maintain the necessary clearances, existing contracts may not be renewed or could be terminated, and we may be unable to win new awards. Risks Related to our Suppliers and Vendors The price and availability of raw materials and components may adversely affect our business.
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Risks Related to Manufacturing Footprint Changes and Capacity Expansion. We periodically invest in expanding or reconfiguring our manufacturing footprint, including constructing new facilities, adding production lines, relocating equipment and consolidating operations.
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These projects involve significant estimates and dependencies, and are subject to risks and uncertainties that include, among others, delays or denials of environmental, zoning or building permits; continued availability of necessary funding on acceptable terms or at all, contractor or supplier delays (including for long‑lead-time equipment); availability of site utilities and interconnections; inflation in construction and installation costs; commissioning and qualification challenges; the ability to attract and train sufficient skilled personnel to staff new and expanded facilities; and achieving anticipated yields, throughput and cost‑savings.
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Any failure to execute these projects as planned—or to bring capacity online in line with demand—could result in cost overruns, schedule slippage, production shortfalls, customer delivery delays, penalties under customer or incentive agreements, and reduced returns on invested capital.
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In addition, we may be unable to realize benefits from expansions of production facilities if relevant customer demand falls below anticipated levels.
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These risks may limit or delay the realization of benefits from our restructuring, cost‑reduction or footprint‑optimization and expansion initiatives and, depending on the nature and extent of the impact from these risks, they could have a material adverse effect on our business, results of operations, or financial condition. 9 Risks Related to Acquisitions and Dispositions Acquisitions involve a number of risks and present financial, managerial and operational challenges.
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We may be unable to effect dispositions of non-core businesses on attractive terms or at all. In connection with the acquisition of Crawford, we identified the businesses comprising its former Industrial & Transportation Products segment, which serve aerospace, defense, transportation, and marine markets, as non-core to our long-term strategy.
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We intend to execute on a plan to sell these businesses within twelve months, including identifying a suitable buyer(s). If we are unable to dispose of some or all of these businesses on attractive terms, or at all, it may divert significant resources away from our long-term strategy and may result in dilution to earnings.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoard and Management Oversight Our chief information officer (“CIO”) and chief information security officer (“CISO”) have primary responsibility for assessing and managing material cybersecurity risks. Quarterly cybersecurity updates are provided to executive leadership to review security key performance indicators, identify security risks, and assess the status of approved security enhancements, and risk mitigation strategies.
Biggest changeQuarterly cybersecurity updates are provided to executive leadership to review security key performance indicators, identify security risks, and assess the status of approved security enhancements, and risk mitigation strategies. Our CIO has served in various roles in information technology and information security for over 30 years, including serving as the CIO of three other companies.
The Audit Committee receives regular cybersecurity risk reports from management and, at least annually, our Board receives reports from management, including our CIO and CISO about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities. 18
Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk. The Audit Committee receives regular cybersecurity risk reports from management and, at least annually, our Board receives reports from management, including our CIO and CISO about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities. 21
Our CISO holds 11 industry security, risk, and/or privacy certifications and has served in various roles in information technology and information security for 25 years, including serving as the Director, Global Security, Privacy & Data Governance for one of the world's largest privately held transport corporations. Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk.
Our CIO holds an undergraduate degree in computer science. Our CISO holds 11 industry security, risk, and/or privacy certifications and has served in various roles in information technology and information security for over 25 years, including serving as the Director, Global Security, Privacy & Data Governance for one of the world's largest privately held transport corporations.
The results of these assessment activities are presented to our Board, Audit Committee, and members of management. We regularly assess and deploy technical safeguards based on vulnerability assessments, cybersecurity threat intelligence and incident response experience. In addition, our third-party technology service providers are contractually obligated to maintain cybersecurity controls and complete our security questionnaires at the time of onboarding.
The results of these assessment activities are presented to our Board, Audit Committee, and members of management. We regularly assess and deploy technical safeguards based on vulnerability assessments, cybersecurity threat intelligence and incident response experience.
Despite this, there can be no guarantee that our policies and procedures will be effective. Refer to “ Risk Factors ” for additional detail about the material cybersecurity risks we face.
Despite this, there can be no guarantee that our policies and procedures will be effective.
On a recurring basis, our third-party service providers are required to update their responses to our security questionnaires and, where available, additional information such as System and Organization Controls (“SOC”) SOC 1 or SOC 2 reports are provided.
On a recurring basis, our material third-party service providers are required to update their responses to our security questionnaires or provide updated reports as noted above. Board and Management Oversight Our chief information officer (“CIO”) and chief information security officer (“CISO”) have primary responsibility for assessing and managing material cybersecurity risks.
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Our CIO has served in various roles in information technology and information security for over 30 years, including serving as the CIO of three other companies. Our CIO holds an undergraduate degree in computer science.
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Refer to “ Risk Factors ” for additional detail about the material cybersecurity risks that could affect our business strategy, results of operations, or financial condition, including under the heading “If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted”.
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In addition, our third-party technology service providers are contractually obligated to maintain cybersecurity controls and provide System and Organization Controls (“SOC”) SOC 2 reports, ISO 27001 certifications or complete our security questionnaires at the time of onboarding.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following is a summary of our principal properties as of December 31, 2024: No. of Approximate Square Footage Location Facilities Owned Leased (in millions) HVAC reportable segment 11 U.S. states and 3 foreign countries 28 2.3 1.9 Detection and Measurement reportable segment 8 U.S. states and 5 foreign countries 21 0.2 0.5 Corporate 1 U.S. state 1 — 0.1 Total 50 2.5 2.5 In addition to manufacturing plants, we own and lease various sales, service and other locations throughout the world.
Biggest changeProperties The following is a summary of our principal properties as of December 31, 2025: No. of Approximate Square Footage Location Facilities Owned Leased (in millions) HVAC reportable segment 11 U.S. states and 3 foreign countries 34 2.8 2.2 Detection and Measurement reportable segment 8 U.S. states and 5 foreign countries 20 0.2 0.5 Corporate 1 U.S. state 1 — 0.1 Total 55 3.0 2.8 In addition to manufacturing plants, we own and lease various sales, service and other locations throughout the world.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOtherwise, the senior credit agreement restricts our repurchase of shares if the amount of repurchases in any fiscal year exceeds $100.0 million plus a basket amount based on our cumulative consolidated net income from a specified date.
Biggest changeOtherwise, the senior credit agreement restricts our payment of dividends and repurchase of shares if the aggregate amount of dividends and repurchases in any fiscal year exceeds the greater of $100.0 million and 20% of consolidated EBITDA (as defined in the senior credit agreement) for the prior twelve months plus, in each case, a basket amount based on our cumulative consolidated net income from a specified date.
On May 14, 2024, May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase our capital stock in any fiscal year.
On May 13, 2025, May 14, 2024, and May 9, 2023, our Board of Directors re-authorized management, in its sole discretion, to repurchase our capital stock in any fiscal year.
Our senior credit agreement permits an unlimited amount of share repurchases if our consolidated leverage ratio (as calculated under the senior credit agreement) is less than 2.75 to 1.00.
Our senior credit agreement permits an unlimited amount of dividends and share repurchases if our consolidated leverage ratio (as calculated under the senior credit agreement) is less than 3.00 to 1.00.
The number of stockholders of record of our common stock as of February 21, 2025 was 2,038. 20 Company Performance This graph shows a five-year comparison of cumulative total returns for SPX, the S&P 500 Index, the S&P 1500 Industrials Index, and the S&P 600 Index.
The number of stockholders of record of our common stock as of February 20, 2026 was 1,876. 23 Company Performance This graph shows a five-year comparison of cumulative total returns for SPX, the S&P 500 Index, the S&P 1500 Industrials Index, and the S&P 600 Index.
Pursuant to the 2022 re-authorization, we repurchased 706,827 of our common stock for an aggregate purchase price of $33.7 million during the year ended December 31, 2022. As of December 31, 2024, the maximum approximate dollar value of our common stock that may be purchased under this authorization during the current fiscal year is $100.0 million.
As of December 31, 2025, the maximum approximate dollar value of our common stock that may be purchased under this authorization during the current fiscal year is $100.0 million.
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The graph assumes an initial investment of $100 on December 31, 2019 and the reinvestment of dividends. 2019 2020 2021 2022 2023 2024 SPX Technologies, Inc. $ 100.00 $ 107.19 $ 117.30 $ 129.03 $ 198.53 $ 286.01 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 1500 Industrials 100.00 111.69 136.47 127.69 153.71 179.75 S&P 600 100.00 109.57 137.26 113.35 129.09 137.90 21
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The graph assumes an initial investment of $100 on December 31, 2020 and the reinvestment of dividends. 2020 2021 2022 2023 2024 2025 SPX Technologies, Inc. $ 100.00 $ 109.42 $ 120.37 $ 185.20 $ 266.81 $ 366.81 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 1500 Industrials 100.00 122.18 114.33 137.62 160.94 190.46 S&P 600 100.00 125.27 103.45 117.81 125.85 131.18 24

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn addition, DBT made a payment of $25.3 to MHI during the year ended December 31, 2023, in connection to the Settlement Agreement. ◦ See Notes 4 and 15 to our consolidated financial statements for additional details. 25 • Actuarial Losses on Pension and Postretirement Plans ◦ During 2023, we recorded actuarial losses of $11.3 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from decreases in discount rates. ◦ See Notes 1 and 11 to our consolidated financial statements for additional details. • Resolution of Dispute with Former Representative ◦ During the fourth quarter of 2023, we recorded a charge within “Other operating expense, net” of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. ◦ See Note 15 to our consolidated financial statements for additional details. 2022: • Transfer of Postretirement Life Insurance Benefit Obligation ◦ On February 17, 2022, we transferred a portion of our obligation for life insurance benefits under our postretirement benefit plans to an insurance carrier for cash consideration paid of $10.0. ◦ In connection with the transfer, we recorded a net charge of $0.3 to “Other expense, net.” ◦ See Note 11 to our consolidated financial statements for additional details. • On March 31, 2022, we completed the acquisition of ITL ◦ The purchase price for ITL was $40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $1.1. ◦ The post-acquisition operating results of ITL are included within our Detection and Measurement reportable segment. • Amendment of Senior Credit Agreement ◦ On August 12, 2022, we amended and restated our then-existing credit agreement. ◦ The then-existing credit agreement provided for committed senior secured financing with an aggregate amount of $770.0, with a final maturity of August 12, 2027. ◦ See Note 13 to our consolidated financial statements for additional details. • Settlement and Actuarial Gains and Losses - Pension and Postretirement Plans ◦ In connection with the sale of Transformer Solutions, a significant number of participants of the U.S.
Biggest changeIn addition, DBT made a payment of $25.3 to MHI during the year ended December 31, 2023, in connection to the Settlement Agreement. ◦ See Notes 4 and 15 to our consolidated financial statements for additional details. • Actuarial Losses on Pension and Postretirement Plans ◦ During 2023, we recorded actuarial losses of $11.3 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from decreases in discount rates. ◦ See Notes 1 and 11 to our consolidated financial statements for additional details. • Resolution of Dispute with Former Representative ◦ During the fourth quarter of 2023, we recorded a charge within “Other operating expense” of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. ◦ See Note 15 to our consolidated financial statements for additional details.
Intangible Amortization — For 2024, the increase in intangible amortization, compared to 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisition of Ingénia and a full year of amortization for the TAMCO and ASPEQ acquisitions.
For 2024, the increase in intangible amortization, compared to 2023, was primarily related to incremental amortization associated with (i) backlog from the Ingénia acquisition and (ii) other intangible assets associated with the acquisition of Ingénia and a full year of amortization for the TAMCO and ASPEQ acquisitions.
Income — For 2024, the increase in income, compared to 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.
For 2024, the increase in income, compared to 2023, was due primarily to the revenue growth mentioned above and associated operating leverage, as well as the impact of continuous improvement initiatives, partially offset by increases in personnel costs due to annual merit increases and growth-related headcount additions.
Income — For 2024, the increase in income and margin, compared to 2023, was due primarily to (i) increased volume at our aids to navigation business, (ii) more favorable project execution and product mix within our communications technologies, aids to navigation, and transportation businesses, and (iii) the impact of continuous improvement initiatives.
For 2024, the increase in income and margin, compared to 2023, was due primarily to (i) increased volume at our aids to navigation business, (ii) more favorable project execution and product mix within our communications technologies, aids to navigation, and transportation businesses, and (iii) the impact of continuous improvement initiatives.
In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.
In addition, if the forecasted transaction is no longer probable of occurring, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.
Most of our businesses recognize revenue at a point in time as satisfaction of the related performance obligations occur at the time of shipment or delivery, while certain of our businesses recognize revenue and costs for certain complex long-term and subscription or service contracts over-time.
Most of our businesses recognize revenue at a point in time as satisfaction of the related performance obligations occur at the time of shipment or delivery, while certain of our businesses recognize revenue and costs for certain complex long-term, subscription, or service contracts over-time.
Our derivative financial assets and liabilities include interest rate swap agreements and forward contracts to manage exposure on contracts with forecasted transactions denominated in non-functional currencies which manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of 38 certain subsidiaries (“FX forward contracts”) that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks.
Our derivative financial assets and liabilities include interest rate swap agreements and forward contracts to manage exposure on contracts with forecasted transactions denominated in non-functional currencies which manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”) that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks.
Other expense, net, for 2023 was composed primarily of (i) pensi on and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9 , and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from COLI policies .
Other income (expense), net, for 2023 was composed primarily of (i) pensi on and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9 , and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated value of an equity security that we hold and (ii) $0.4 related to income derived from COLI policies .
Financing Activities - Cash flows from financing activities of continuing operations for the year ended December 31, 2024 were comprised of (i) net borrowings under the Credit Agreement of $63.0, primarily in connection with the Ingénia acquisition, (ii) net repayments under our trade receivables financing arrangement of $7.0 and other various debt instruments of $1.2, and (iii) fees paid in connection with the August 30, 2024 amendment of our Credit Agreement of $2.6.
Financing Activities — Cash flows from financing activities of continuing operations for the year ended December 31, 2024 were comprised of (i) net borrowings under our senior credit agreement of $63.0, primarily in connection with the Ingénia acquisition, (ii) net repayments under our trade receivables financing arrangement of $7.0 and other various debt instruments of $1.2, and (iii) fees paid in connection with the August 30, 2024 amendment of our senior credit agreement of $2.6.
Additionally, to the extent we are more or less productive than originally anticipated, estimated costs and profitability may also be impacted. 45 • 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.
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.
Refer to Note 13 to the consolidated financial statements for additional details of the Credit Agreement, including details of covenants, applicable interest rate margins and fees. Other Borrowings and Financing Activities Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms.
Refer to Note 13 to the consolidated financial statements for additional details of the Amended Credit Agreement, including details of covenants, applicable interest rate margins and fees. Other Borrowings and Financing Activities Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms.
The organic revenue growth was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
The organic revenue growth was due primarily to (i) increased volume of cooling products driven by continued strength in demand and higher throughput resulting from expanded 33 production capacity and (ii) execution of a larger-than-typical service project within our cooling business.
In contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.
In contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative 45 revenue recognized will not occur.
We periodically evaluate the credit standing of these financial institutions. 39 We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.
We periodically evaluate the credit standing of these financial institutions. We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.
Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”). ◦ In connection with the Settlement Agreement, DBT made a payment of $25.1 (net of $2.0 received on a related foreign currency forward agreement) during the year ended December 31, 2024. ◦ See Notes 4 and 15 to our consolidated financial statements for additional details. 2023: • On April 3, 2023, we completed the acquisition of TAMCO ◦ The purchase price for TAMCO was $125.5, inclusive of an adjustment of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $1.0. ◦ The post-acquisition operating results of TAMCO are included within our HVAC reportable segment. • On June 2, 2023, we completed the acquisition of ASPEQ ◦ The purchase price for ASPEQ was $421.5, net of (i) an adjustment to the purchase price of $0.3 received during 2023 related to acquired working capital and (ii) cash acquired of $0.9. ◦ The post-acquisition operating results of ASPEQ are included within our HVAC reportable segment. • Incremental Term Loan ◦ On April 21, 2023, the prior iteration of the Credit Agreement was amended to provide for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023. ◦ The funds from the additional term loan (“Incremental Term Loan”) were used to partially fund the acquisition of ASPEQ. ◦ See Note 13 to our consolidated financial statements for additional details. • Resolution of Claims with Prime Contractor of South Africa Power Projects ◦ In connection with the Settlement Agreement, the Company incurred a charge, net of tax, of $54.2 during the third quarter of 2023.
Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”). ◦ In connection with the Settlement Agreement, DBT made a payment of $25.1 (net of $2.0 received on a related foreign currency forward agreement) during the year ended December 31, 2024. ◦ See Notes 4 and 15 to our consolidated financial statements for additional details. 2023: • On April 3, 2023, we completed the acquisition of TAMCO ◦ The purchase price for TAMCO was $125.5, inclusive of an adjustment of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $1.0. ◦ The post-acquisition operating results of TAMCO are included within our HVAC reportable segment. • On June 2, 2023, we completed the acquisition of ASPEQ ◦ The purchase price for ASPEQ was $421.5, net of (i) an adjustment to the purchase price of $0.3 received during 2023 related to acquired working capital and (ii) cash acquired of $0.9. ◦ The post-acquisition operating results of ASPEQ are included within our HVAC reportable segment. • Incremental Term Loan ◦ On April 21, 2023, a prior iteration of our senior credit agreement was amended to provide for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023. ◦ The funds from the additional term loan were used to partially fund the acquisition of ASPEQ. 28 ◦ See Note 13 to our consolidated financial statements for additional details of our indebtedness. • Resolution of Claims with Prime Contractor of South Africa Power Projects ◦ In connection with the Settlement Agreement, the Company incurred a charge, net of tax, of $54.2 during the third quarter of 2023.
These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets mainly during the first quarter of 2024.
These increases were partially offset by modest organic revenue declines of heating products due primarily to the unseasonably warm winter conditions prevalent in relevant end markets during the first quarter of 2024.
Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment.
For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions within the HVAC reportable segment and (ii) organic revenue growth within the HVAC reportable segment.
However, at this time, we do not expect the potential impact to be material to our operating results. These conflicts have created additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.
However, at this time, we do not expect the potential adverse impact to be material to our operating results. These conflicts have created significant additional demand for certain products within our communication technologies business. The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.
The decrease in corporate expense during 2024, compared to 2023, was due primarily to (i) a reduction of $2.8 in various strategic and acquisition-related costs, largely associated with the acquisitions of ASPEQ and TAMCO acquired in 2023, partially offset by expense incurred for the Ingénia acquisition in 2024 and (ii) a reduction in short-term incentive compensation expense.
The decrease in corporate expense during 2024, compared to 2023, was due primarily to (i) a reduction of $2.8 in various acquisition and integration-related costs, largely associated with the acquisitions of ASPEQ and TAMCO acquired in 2023, partially offset by expense incurred for the Ingénia acquisition in 2024 and (ii) a reduction in short-term incentive compensation expense.
The expected pension contributions for the U.S. plans in 2025 and therea fter 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.
The expected pension contributions for the U.S. plans in 2026 and therea fter 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.
Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, interest rate swaps, and FX forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world.
Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, cash surrender values of COLI policies, interest rate swaps, and FX forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world.
Cash flows from financing activities of continuing operations for the year ended December 31, 2023 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions.
Cash flows from financing activities of continuing operations for the year ended December 31, 2023 were comprised of net borrowings under our senior credit agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions.
The components of special charges, net, are as follows: Year ended December 31, 2024 2023 2022 Employee termination costs $ 2.4 $ 0.8 $ 0.1 Facility consolidation costs 0.3 — — Non-cash asset write-downs 0.9 — 0.3 Total $ 3.6 $ 0.8 $ 0.4 Other Operating Expense, Net — During 2024, we recorded a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.
The components of special charges, net, are as follows: Year ended December 31, 2025 2024 2023 Employee termination costs $ 0.5 $ 2.4 $ 0.8 Facility consolidation costs — 0.3 — Non-cash asset write-downs 0.6 0.9 — Total $ 1.1 $ 3.6 $ 0.8 Other Operating Expense — During 2024, we recorded a charge of $8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.
As of December 31, 2024, there was no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments are collateralized under our Senior Credit Facilities. Similarly, there was no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risk.
As of December 31, 2025, there was no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments are collateralized under our Senior Credit Facilities. Similarly, there was no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risk.
If ASPEQ is unable to achieve its current revenue forecast, or there is a change in assumptions used in ASPEQ’s analysis (e.g., projected revenues and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks. As of December 31, 2024, ASPEQ’s trademarks totaled $51.5.
If ASPEQ is unable to achieve its current revenue forecast, or there is a change in assumptions used in ASPEQ’s analysis (e.g., projected revenues, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks. As of December 31, 2025, ASPEQ’s trademarks totaled $51.5.
The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties, are listed below.
The accounting estimates that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties, are listed below.
See Note 16 to our consolidated financial statements for further details on our long-term incentive compensation plans. 34 Liquidity and Financial Condition Cash Flows Listed below are the cash flows from (used in) operating, investing and financing activities, and discontinued operations, as well as the net change in cash and equivalents for the years ended December 31, 2024, 2023 and 2022.
See Note 16 to our consolidated financial statements for further details on our long-term incentive compensation plans. 35 Liquidity and Financial Condition Cash Flows Listed below are the cash flows from (used in) operating, investing and financing activities, and discontinued operations, as well as the net change in cash and equivalents for the years ended December 31, 2025, 2024 and 2023.
The trends and/or matters that we specifically monitor for each of our reporting units are as follows: • 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.
The trends and/or matters that we specifically monitor for each of our reporting units include: • Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance; • 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.
Selling, General and Administrative (“SG&A”) Expense — For 2024, the increase in SG&A expense, compared to 2023, was due primarily to incremental SG&A resulting from (i) the acquisitions of Ingénia, ASPEQ, and TAMCO of $20.7 (including integration costs of $3.3), (ii) increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions, and (iii) $1.6 of additional long-term incentive compensation, partially offset by a reduction in corporate expense of $4.8.
For 2024, the increase in SG&A expense, compared to 2023, was due primarily to incremental SG&A resulting from (i) the acquisitions of Ingénia, ASPEQ, and TAMCO of $20.7 (including integration costs of $3.3), (ii) increases in personnel costs, 30 primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions, and (iii) $1.6 of additional long-term incentive compensation, partially offset by a reduction in corporate expense of $4.8.
Other Expense, Net — Other expense, net, for 2024 was composed primarily of (i) environmental remediation charges of $6.7, (ii) a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, and (iii) pension and 29 postretirement expense of $4.5 (including actuarial losses of $2.6), partially offset by gains on disposal of property, plant and equipment of $3.2, income derived from company-owned life insurance (“COLI”) policies of $2.3, and foreign currency transaction gains of $0.8.
Other income (expense), net, for 2024 was composed primarily of (i) environmental remediation charges of $6.7, (ii) a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, and (iii) pension and postretirement expense of $4.5 (including actuarial losses of $2.6), partially offset by gains on disposal of property, plant and equipment of $3.2, income derived from COLI policies of $2.3, and foreign currency transaction gains of $0.8.
We had FX forward contracts with an aggregate notional amount of $22.9 and $9.4 outstanding as of December 31, 2024 and 2023, respectively, with all of the $22.9 scheduled to mature within one year. There were no unrealized gains/losses recorded in AOCI related to the FX forward contracts designated as cash flow hedges as of December 31, 2024 and 2023.
We had FX forward contracts with an aggregate notional amount of $19.3 and $22.9 outstanding as of December 31, 2025 and 2024, respectively, with all of the $19.3 scheduled to mature within one year. There were no unrealized gains/losses recorded in AOCI related to the FX forward contracts designated as cash flow hedges as of December 31, 2025 and 2024.
The trend in healthcare costs is difficult to e stimate, and it can significantly impact our postretirement liabilities and costs. The healthcare cost trend rate for 2024, which is the weighted-average annual projected rate of increase in the per capita cost of covered benefits, is 6.5%.
The trend in healthcare costs is difficult to e stimate, and it can significantly impact our postretirement liabilities and costs. The healthcare cost trend rate for 2025, which is the weighted-average annual projected rate of increase in the per capita cost of covered benefits, is 6.25%.
We expect to make $11.6 of minimum required funding contributions and direct benefit payments in 2025. Our pension plans have not experienced any liquidity difficulties or counterparty defaults due to the volatility in the credit markets. Our pension fund assets had returns of approximately 0.0% in 2024.
We expect to make $16.5 of minimum required funding contributions and direct benefit payments in 2026. Our pension plans have not experienced any liquidity difficulties or counterparty defaults due to the volatility in the credit markets. Our pension fund assets had returns of approximately 6.0% in 2025.
Company-owned Life Insurance The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date. Changes to the cash surrender value at each balance sheet date are recorded as a gain or loss within “Other expense, net” within the consolidated statements of operations.
Company-owned Life Insurance The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our consolidated statements of operations.
See Note 11 to our consolidated financial statements for further disclosure of expected future contributions and benefit payments. On a ne t basis, both from continuing and discontinued operations, net incom e tax payments totaled $43.5, $58.4, and $59.6 in 2024, 2023, and 2022, respectively.
See Note 11 to our consolidated financial statements for further disclosure of expected future contributions and benefit payments. On a ne t basis, both from continuing and discontinued operations, net incom e tax payments totaled $57.3, $43.5, and $58.4 in 2025, 2024, and 2023, respectively.
In addition, you should read “Risk Factors,” “Results for Reportable Segments” included in this MD&A, and “Business” for an understanding of the risks, uncertainties and trends facing our businesses.
In addition, you should read “Risk Factors,” “Results for Reportable Segments and Corporate Expense” included in this MD&A, and “Business” for an understanding of the risks, uncertainties and trends facing our businesses.
We expect this payment to be tax deductible in future periods. • Resolution of claims with Prime Contractor of the South Africa Power Projects ◦ On September 5, 2023, SPX and DBT entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a.
We expect this payment to be tax deductible in future periods. • Resolution of claims with Prime Contractor of the South Africa Power Projects ◦ On September 5, 2023, SPX and our DBT Technologies (PTY) LTD (“DBT”) subsidiary entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a.
The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margin and discount factors. Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
The calculation of fair value for our reporting units incorporates many assumptions which have inherent uncertainties including future growth rates, profit margin, tax rates and discount factors. Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
Including the effects of recognizing actuarial gains and losses into earnings as described above, a 50 basis point decrease in the discount rate for our domestic plans would have increased our 2024 pension expense by approximately $7.0, a nd a 50 basis point increase in the discount rate would have decreased our 2024 pension expense by appro ximately $6.6.
Including the effects of recognizing actuarial gains and losses into earnings as described above, a 50 basis point decrease in the discount rate for our domestic plans would have increased our 2025 pension expense by approximately $6.9, a nd a 50 basis point increase in the discount rate would have decreased our 2025 pension expense by appro ximately $6.5.
In addition, we maintain an uncommitted line of credit facility in China which is available to fund operations in this region, when necessary, at the discretion of the lender. At December 31, 2024, the aggregate amount of borrowing capacity under this facility was $10.0, while there were no borrowings outstanding.
In addition, we maintain an uncommitted line of credit facility in China which is available to fund operations in this region, when necessary, at the discretion of the lender. At December 31, 2025, the aggregate amount of borrowing capacity under this facility was $10.0, with no borrowings outstanding.
Interest Expense, Ne t — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during 2024, compared to 2023, was due primarily to higher average debt balances during the 2024 periods, primarily resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions.
The increase in interest expense, net, during 2024, compared to 2023, was due primarily to higher average debt balances during the 2024 periods, primarily resulting from borrowings associated with the Ingénia, ASPEQ, and TAMCO acquisitions.
In 2024, we made payments of $47.0 associated with the actual and estimated tax liability for federal, state and foreign tax obligations and received refunds of $3.5. The amount of income taxes that we receive or pay annually is dependent on various factors, including the timing of certain deductions.
In 2025, we made payments of $63.6 associated with the actual and estimated tax liability for federal, state and foreign tax obligations and received refunds of $6.3. The amount of income taxes that we receive or pay annually is dependent on various factors, including the timing of certain deductions.
See Note 11 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) Represents interest payments exclusive of the impact of our interest rate swap agreements.
See Note 11 to our consolidated financial statements for additional information on expected future contributions and benefit payments. (3) Represents contractual commitments to purchase goods and services at specified dates. (4) Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.
Gross Profi t — For 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable project execution and product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions. 28 For 2023, the increase in gross profit and gross profit as a percentage of revenues, compared to 2022, was due primarily to the increase in revenues noted above and greater absorption of manufacturing costs as a result of higher volumes.
For 2024, the increase in gross profit and gross profit as a percentage of revenues, compared to 2023, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, (ii) more favorable project execution and product mix, primarily within the Detection and Measurement reportable segment, and (iii) the impact of continuous improvement initiatives, partially offset by increases in personnel costs, primarily within our HVAC reportable segment, due to annual merit increases and growth-related headcount additions.
(5) Contingent obligations, such as environmental accruals and those relating to uncertain tax positions generally do not have specific payment dates and accordingly have been excluded from the above ta ble. We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits co uld decrease up to $1.0.
(5) Contingent obligations, such as environmental accruals and those relating to uncertain tax positions generally do not have specific payment dates and accordingly have been excluded from the above table. We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $4.0.
In addition, at December 31, 2024, we had $8.0 of available issuance capacity under our foreign credit instrument facilities after giving effect to $17.0 reserved for outstanding letters of credit. At December 31, 2024, we were in compliance with all covenants of our Credit Agreement.
In addition, at December 31, 2025, we had $17.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $7.2 reserved for outstanding letters of credit. At December 31, 2025, we were in compliance with all covenants of the Amended Credit Agreement.
The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects.
On September 5, 2023, DBT and SPX entered into the Settlement Agreement with MHI. The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects.
The remaining balance is payable in full on August 12, 2027. We use operating leases to finance certain equipment, vehicles and properties. At December 31, 2024, we h ad $62.9 of future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year.
The remaining balance is payable in full on September 9, 2030. We use operating leases to finance certain equipment, vehicles and properties. At December 31, 2025, we h ad $87.9 of future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year.
We monitor the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results and, thus, be an indicator of a potential impairment.
Monitoring the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results, and be an indicator of a potential impairment, requires judgment.
Our estimation process for determining revenues and costs for our complex long-term contracts is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, operations, and financial professionals, and (iii) an assessment of the key underlying factors (see below).
Our estimation process for determining revenues and costs for our complex long-term contracts is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, operations, and financial professionals, (iii) historical award experience and objective evidence related to unapproved change orders and claims, and (iv) an assessment of the key underlying factors (see below).
Additional details on certain matters noted above as well as significant items impacting the financial results for 2024, 2023, and 2022 are as follows: 2024: • On February 7, 2024, we completed the acquisition of Ingénia ◦ The purchase price for Ingénia was Canadian Dollar (“CAD”) 393.9 (or $292.0 at the time of purchase), net of (i) an adjustment to the purchase price of $2.1 received during 2024 related to acquired working capital and (ii) cash acquired of $1.5. ◦ The post-acquisition operating results of Ingénia are included within our HVAC reportable segment. • Financing Activities ◦ On August 30, 2024, we entered into an amendment to the Amended and Restated Credit Agreement governing our senior credit facilities (as amended, the “ Credit Agreement ” ) . ◦ The amendment increases the aggregate revolving credit commitments under the Credit Agreement from $500.0 to $1,000.0 and makes certain conforming changes and other amendments to the Credit Agreement. ◦ We expect to utilize the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes. ◦ During the third quarter of 2024, we renewed, and increased the capacity of, our trade receivables financing agreement for a period of 12 months, whereby we can borrow, on a continuous basis, up to $100.0, as available. ◦ See Note 13 to our consolidated financial statements for additional details. • Changes in Estimated Fair Value of an Equity Security ◦ We recorded a loss of $4.2 within “ Other expense, net ” related to decreases in the estimated fair value of an equity security that we hold. ◦ See Note 17 to our consolidated financial statements for additional details. 24 • Actuarial Losses on Pension and Postretirement Plans ◦ During 2024, we recorded actuarial losses of $2.6 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from lower than expected returns on plan assets, partially offset by increases in discount rates. ◦ See Notes 1 and 11 to our consolidated financial statements for additional details. • Resolution of Dispute with Seller of ULC ◦ In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for contingent consideration of up to $45.0 under an earn-out provision. ◦ During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration had been achieved. ◦ On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $15.0, prejudgment interest on that amount, and attorney’s fees. ◦ The settlement agreement required a payment by us to the seller of ULC of $8.4, which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within our consolidated statement of operations.
Total capital expenditures related to these expansion efforts totaled $62.0 in 2025. 2024: • On February 7, 2024, we completed the acquisition of Ingénia ◦ The purchase price for Ingénia was $292.0, net of (i) an adjustment to the purchase price of $2.1 received during 2024 related to acquired working capital and (ii) cash acquired of $1.5. ◦ The post-acquisition operating results of Ingénia are included within our HVAC reportable segment. • Financing Activities ◦ On August 30, 2024, we entered into an amendment to the prior iteration of our senior credit agreement. 27 ◦ The amendment increased the aggregate revolving credit commitments available under the prior senior credit agreement from $500.0 to $1,000.0 and made certain conforming changes and other amendments. ◦ We utilized the increased revolving credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes. ◦ During the third quarter of 2024, we renewed, and increased the capacity of, our trade receivables financing agreement for a period of 12 months, whereby we could borrow, on a continuous basis, up to $100.0, as available. ◦ See Note 13 to our consolidated financial statements for additional details of our indebtedness. • Changes in Estimated Value of an Equity Security - Filtran ◦ We recorded a loss of $4.2 within “Other income (expense), net” related to decreases in the estimated value of the equity security in Filtran that we hold. ◦ See Note 17 to our consolidated financial statements for additional details. • Actuarial Losses on Pension and Postretirement Plans ◦ During 2024, we recorded actuarial losses of $2.6 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from lower than expected returns on plan assets, partially offset by increases in discount rates. ◦ See Notes 1 and 11 to our consolidated financial statements for additional details. • Resolution of Dispute with Seller of ULC ◦ In connection with our acquisition of the ULC Technologies (“ULC”) business in September 2020, the seller of ULC was eligible for contingent consideration of up to $45.0 under an earn-out provision. ◦ During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration were achieved. ◦ On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $15.0, prejudgment interest on that amount, and attorney’s fees. ◦ The settlement agreement required a payment by us to the seller of ULC of $8.4, which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense” within our consolidated statement of operations.
As of December 31, 2024 and 2023, the participating businesses had $1.1 and $1.9, respectively, outstanding under this arrangement. We are party to a trade receivables financing agreement, which is renewed annually for twelve months during the third quarter, whereby we can borrow, on a continuous basis, up to $100.0.
As of December 31, 2025 and 2024, the participating businesses had $1.4 and $1.1, respectively, outstanding under this arrangement. We are party to a trade receivables financing agreement, which was renewed for 12 months during the second quarter of 2025, whereby we can borrow, on a continuous basis, up to $100.0.
This loss for the year ended December 31, 2023 was partially offset by arbitration awards received, which are discussed above. Loss for the year ended December 31, 2022 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement.
Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs incurred in connection with the various dispute resolution matters. This loss for the year ended December 31, 2023 was partially offset by arbitration awards received, which are discussed above.
In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold.
The most significant items impacting the income tax provision for 2024 were (i) $11.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $0.7 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets.
During 2024, we recorded an income tax provision of $53.6 on $255.4 of pre-tax income from continuing operations, resulting in an effective rate of 21.0% The most significant items impacting the income tax provision for 2024 were (i) $11.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $0.7 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets.
Certain of our FX forward contracts are designated as cash flow hedges. Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings.
Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings.
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 14 to our consolidated financial statements for additional details on our FX forward contracts.
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 14 to our consolidated financial statements for additional details on our FX forward contracts. Revenue and cost estimates are regularly monitored and revised based on changes in circumstances.
We expect 2025 capital expenditures to approximate $35.0 to $50.0, with a significant portion related to upgrades to existing, and expansion into new, manufacturing facilities. In 2024, we made contributions and direct benefit payments of $11.1 to our defined benefit pension and postretirement benefit plans.
We expect 2026 capital expenditures to approximate $135.0 to $165.0, with a significant portion related to upgrades to existing, and continued expansion into the new manufacturing facilities. In 2025, we made contributions and direct benefit payments of $14.2 to our defined benefit pension and postretirement benefit plans.
Corporate Expense and Other Expense Year Ended December 31, 2024 vs. 2023 % 2023 vs. 2022 % 2024 2023 2022 Total consolidated revenues $ 1,983.9 $ 1,741.2 $ 1,460.9 13.9 19.2 Corporate expense 53.6 58.4 68.6 (8.2) (14.9) % of revenues 2.7 % 3.4 % 4.7 % Long-term incentive compensation expense 15.0 13.4 10.9 11.9 22.9 Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarte rs in Charlotte, North Carolina.
Approximately 66% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026. 34 Corporate and Other Expense Year Ended December 31, 2025 vs. 2024 % 2024 vs. 2023 % 2025 2024 2023 Total consolidated revenues $ 2,265.1 $ 1,983.9 $ 1,741.2 14.2 13.9 Corporate expense 59.2 53.6 58.4 10.4 (8.2) % of revenues 2.6 % 2.7 % 3.4 % Long-term incentive compensation expense 16.7 15.0 13.4 11.3 11.9 Corporate Expense — Corporate expense generally relates to the personnel and general operating costs of our corporate headquarte rs in Charlotte, North Carolina.
The Additional Swaps have a notional amount of $524.6, cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58%, plus the applicable margin.
Prior to the settlement, the Additional Swaps covered the period from December 2024 to June 2026 and effectively converted a portion of the borrowings under our senior credit facilities to a fixed rate of 3.58%, plus the applicable margin.
Results of Reportable Segments The following information should be read in conjunction with our consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 7 to our consolidated financial statements for a description of each of our reportable segments.
These results exclude the operating results of discontinued operations for all periods presented. See Note 7 to our consolidated financial statements for a description of each of our reportable segments.
The increase in cash flows from operating activities in 2024, compared to 2023, was due primarily to (i) cash inflows resulting from the increase in operating income discussed above, exclusive of non-cash expenses (primarily intangible asset amortization and depreciation expense) incurred during the respective periods, (ii) lower income tax payments of $14.9, primarily resulting from the acceleration of certain acquired tax attributes, and (iii) reductions in the level of raw material and component purchases during the 2024 period due to stabilization of the supply chain environment.
Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 2025 and 2024. 36 2024 Compared to 2023 Operating Activities — The increase in cash flows from operating activities of continuing operations during the year ended December 31, 2024, compared to 2023, was due primarily to (i) cash inflows resulting from the increase in operating income discussed previously, exclusive of non-cash expenses (primarily intangible asset amortization and depreciation expense) incurred during the respective periods, (ii) lower income tax payments of $14.9, primarily resulting from the acceleration of certain acquired tax attributes, and (iii) reductions in the level of raw material and component purchases during the 2024 period due to stabilization of the supply chain environment.
If Ingénia is unable to achieve its current financial forecast or there is a change in assumptions used in Ingénia’s analysis (e.g. project revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to its goodwill.
If KTS and Sigma & Omega are unable to achieve their current financial forecasts or there is a change in assumptions used in KTS's and Sigma & Omega's analyses (e.g. projected revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to their goodwill.
Impairment of Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to annual impairment testing. We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred that indicates the carrying value may exceed the implied fair value.
We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently as we continually assess whether a triggering event has occurred that indicates the carrying value may exceed the implied fair value.
Inventories acquired in the transaction are recorded at fair value, which approximates a market participant’s estimated selling price adjusted for (i) costs to complete, (ii) costs to sell, and (iii) a reasonable profit allowance to the seller for costs incurred.
Inventories acquired in an acquisition are recorded at fair value, which approximates a market participant’s estimated selling price adjusted for (i) costs to complete, (ii) costs to sell, and (iii) a reasonable profit allowance to the seller for costs incurred. We record the excess of consideration transferred over the fair value of the identifiable net assets acquired as goodwill.
Executive Overview Revenues for 2024 totaled $1,983.9, compared to $1,741.2 in 2023 (and $1,460.9 in 2022). The increase in revenues during 2024, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment.
The increase in revenues during 2024, compared to 2023 was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions (each within the HVAC reportable segment) and (ii) organic revenue growth within the HVAC reportable segment. For 2025 , operating income totaled $350.4 , compared to $308.3 in 2024 (and $221.9 in 2023 ).
Such amount received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. 31 For the years ended December 31, 2024, 2023 and 2022, results of operations from our businesses reported as discontinued operations were as follows: Year ended December 31, 2024 2023 2022 Transformer Solutions Loss from discontinued operations (1) $ — $ — $ (0.6) Income tax benefit — — 0.9 Income from discontinued operations, net — — 0.3 DBT Loss from discontinued operations (2) (0.6) (69.0) (17.3) Income tax benefit (provision) (0.1) 15.3 2.1 Loss from discontinued operations, net (0.7) (53.7) (15.2) All other (3) Loss from discontinued operations (0.3) (1.3) (6.4) Income tax benefit (provision) (0.3) 0.2 1.7 Loss from discontinued operations, net (0.6) (1.1) (4.7) Total Loss from discontinued operations (0.9) (70.3) (24.3) Income tax benefit (provision) (0.4) 15.5 4.7 Loss from discontinued operations, net $ (1.3) $ (54.8) $ (19.6) ________________________________________________ (1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition.
Such amount received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. 32 For the years ended December 31, 2025, 2024 and 2023, results of operations from our businesses reported as discontinued operations were as follows: Year ended December 31, 2025 2024 2023 DBT (1) Loss from discontinued operations $ (1.5) $ (0.6) $ (69.0) Income tax benefit (provision) — (0.1) 15.3 Loss from discontinued operations, net (1.5) (0.7) (53.7) All other (2) Loss from discontinued operations — (0.3) (1.3) Income tax benefit (provision) — (0.3) 0.2 Loss from discontinued operations, net — (0.6) (1.1) Total Loss from discontinued operations (1.5) (0.9) (70.3) Income tax benefit (provision) — (0.4) 15.5 Loss from discontinued operations, net $ (1.5) $ (1.3) $ (54.8) ________________________________________________ (1) Loss for the years ended December 31, 2025 and 2024 related primarily to costs incurred to support DBT through a liquidation process related to a subcontractor engaged by DBT during the Kusile project.
In addition to the above, we entered FX forward contracts associated with the Settlement Agreement to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $24.9 at the time of execution) and a fair value of $1.3, which was included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023.
The fair value of our FX forward contracts was less than $0.1 at December 31, 2025 and 2024. In addition to the above, we entered FX forward contracts associated with the Settlement Agreement to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $24.9 at the time of execution).
Income Taxes — During 2024, we recorded an income tax provision of $53.6 on $255.4 of pre-tax income from continuing operations, resulting in an effective rate of 21.0%.
Income Taxes — During 2025, we recorded an income tax provision of $68.6 on $314.1 of pre-tax income from continuing operations, resulting in an effective rate of 21.8%.
In addition, as of December 31, 2024 and 2023, the fair value of our interest rate swap agreements was $3.4 (with $2.7 recorded as a current asset and $0.7 as a non-current asset) and $7.5 recorded as a current asset , respectively.
In addition, as of December 31, 2025 and 2024, the fair value of our interest rate swap agreements was $0.0 and $3.4 (with $2.7 recorded as a current asset and $0.7 as a non-current asset), respectively. Changes in fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.
We have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges. As of December 31, 2024 and 2023, the unrealized gain, net of tax, recorded in accumulated other comprehensive income (“AOCI”) was $2.6 and $5.7, respectively.
We had designated, and accounted for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges. As of December 31, 2025 and 2024, the unrealized gain, net of tax, recorded in AOCI was $0.0 a nd $2.6, respectively.
Detection and Measurement Reportable Segment Year Ended December 31, 2024 vs. 2023 % 2023 vs. 2022 % 2024 2023 2022 Revenues $ 619.2 $ 618.9 $ 547.1 — 13.1 Income 136.7 118.8 114.1 15.1 4.1 % of revenues 22.1 % 19.2 % 20.9 % Components of revenue increase: Organic (0.2) 12.4 Foreign currency 0.2 0.3 Acquisitions — 0.4 Net revenue increase — 13.1 Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to foreign currency translation benefits offset by a minor organic revenue decline.
Detection and Measurement Reportable Segment Year Ended December 31, 2025 vs. 2024 % 2024 vs. 2023 % 2025 2024 2023 Revenues $ 746.9 $ 619.2 $ 618.9 20.6 — Segment Income 176.2 136.7 118.8 28.9 15.1 % of revenues 23.6 % 22.1 % 19.2 % Components of revenue increase: Organic 6.3 (0.2) Foreign currency 0.5 0.2 Acquisitions 13.8 — Net revenue increase 20.6 — Revenues — For 2025, the increase in revenues, compared to 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth.
The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity. During 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies, after which minimal capacity to borrow against the policies remains.
The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity. During 2024, the Company borrowed $41.2 against the cash surrender value of these COLI policies. During 2025, the Company repaid the then-outstanding borrowings totaling $37.4, inclusive of accrued interest.
Interest Rate Swaps In 2020, we entered into interest swap agreements (“Initial Swaps”) that covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin. In September 2024, commensurate with the Second Amendment, we entered into additional interest rate swap agreements (“Additional Swaps”).
Assets and liabilities measured at fair value on a recurring basis are further discussed below. 39 Interest Rate Swaps In 2020, we entered into interest swap agreements (“Initial Swaps”) that covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin.
Long- Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.
These declines were partially offset by annual personnel merit increases. Long- Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.
Balances are net of unamortized debt issuance costs of $1.2 and $1.7 at December 31, 2024 and December 31, 2023, respectively. (3) Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses.
The remaining balances are payable in full on September 9, 2030. Balances are net of unamortized debt issuance costs of $0.9 and $1.2 at December 31, 2025 and 2024, respectively. (3) Under this arrangement, we can borrow, on a continuous basis, up to $100.0, as available.
This metric, however, is not a measure of financial performance under GAAP, should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies. 27 The following table provides selected financial information for the years ended December 31, 2024, 2023, and 2022, including the reconciliation of organic revenue increase to net revenue increase: Year ended December 31, 2024 vs 2023 vs 2024 2023 2022 2023 % 2022 % Revenues $ 1,983.9 $ 1,741.2 $ 1,460.9 13.9 % 19.2 % Gross profit 799.4 670.0 523.9 19.3 27.9 % of revenues 40.3 % 38.5 % 35.9 % Selling, general and administrative expense 414.6 394.4 355.7 5.1 10.9 % of revenues 20.9 % 22.7 % 24.3 % Intangible amortization 64.5 43.9 28.5 46.9 54.0 Impairment of goodwill and intangible assets — — 13.4 * * Special charges, net 3.6 0.8 0.4 350.0 100.0 Other operating expense, net 8.4 9.0 74.9 * * Other expense, net (9.3) (10.1) (15.2) * * Interest expense, net (43.6) (25.5) (7.6) 71.0 235.5 Loss on amendment/refinancing of senior credit agreement — — (1.1) * * Income from continuing operations before income taxes 255.4 186.3 27.1 37.1 587.5 Income tax provision (53.6) (41.6) (7.3) 28.8 469.9 Income from continuing operations 201.8 144.7 19.8 39.5 630.8 Components of consolidated revenue increase: Organic 6.2 12.2 Foreign currency — 0.1 Acquisitions 7.7 6.9 Net revenue increase 13.9 19.2 ___________________________________________________________________ * Not meaningful for comparison purposes .
We believe we compete effectively on the basis of each of these factors. 29 The following table provides selected financial information for the years ended December 31, 2025, 2024, and 2023, including the reconciliation of organic revenue increase to net revenue increase: Year ended December 31, 2025 vs 2024 vs 2025 2024 2023 2024 % 2023 % Revenues $ 2,265.1 $ 1,983.9 $ 1,741.2 14.2 % 13.9 % Gross profit 917.7 799.4 670.0 14.8 19.3 % of revenues 40.5 % 40.3 % 38.5 % Selling, general and administrative expense 477.6 414.6 394.4 15.2 5.1 % of revenues 21.1 % 20.9 % 22.7 % Selling, general and administrative — intangible amortization 87.4 64.5 43.9 35.5 46.9 Impairment of intangible assets 0.7 — — * * Special charges, net 1.1 3.6 0.8 (69.4) 350.0 Other operating expense 0.5 8.4 9.0 * * Other income (expense), net 8.5 (9.3) (10.1) * * Interest expense, net (43.3) (43.6) (25.5) (0.7) 71.0 Loss on amendment/refinancing of senior credit agreement (1.5) — — * * Income from continuing operations before income taxes 314.1 255.4 186.3 23.0 37.1 Income tax provision (68.6) (53.6) (41.6) 28.0 28.8 Income from continuing operations 245.5 201.8 144.7 21.7 39.5 Components of consolidated revenue increase: Organic 6.3 6.2 Foreign currency 0.1 — Acquisitions 7.8 7.7 Net revenue increase 14.2 13.9 ______________________________________________________________ * Not meaningful for comparison purposes .
Change orders and claims related to design changes are accounted for as described above. • 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.
Our rights to, and amount we anticipate we will, collect requires judgment. • Material Availability and Costs — Our estimates of material costs generally are based on existing supplier relationships, adequate availability of materials, prevailing market prices for materials, and, in some cases, long-term supplier contracts.
Refer to the explanation of this measure and purpose of use by management under “Results of Continuing Operations — Non-GAAP Measures.” 32 HVAC Reportable Segment Year Ended December 31, 2024 vs. 2023 % 2023 vs. 2022 % 2024 2023 2022 Revenues $ 1,364.7 $ 1,122.3 $ 913.8 21.6 22.8 Income 323.9 234.4 135.5 38.2 73.0 % of revenues 23.7 % 20.9 % 14.8 % Components of revenue increase: Organic 9.7 12.2 Foreign currency (0.1) (0.2) Acquisitions 12.0 10.8 Net revenue increase 21.6 22.8 Revenues — For 2024, the increase in revenues, compared to 2023, was due primarily to (i) inorganic revenue growth resulting from the Ingénia, ASPEQ, and TAMCO acquisitions and (ii) organic revenue growth.
HVAC Reportable Segment Year Ended December 31, 2025 vs. 2024 % 2024 vs. 2023 % 2025 2024 2023 Revenues $ 1,518.2 $ 1,364.7 $ 1,122.3 11.2 21.6 Segment Income 372.6 323.9 234.4 15.0 38.2 % of revenues 24.5 % 23.7 % 20.9 % Components of revenue increase: Organic 6.1 9.7 Foreign currency — (0.1) Acquisitions 5.1 12.0 Net revenue increase 11.2 21.6 Revenues — For 2025, the increase in revenues, compared to 2024, was due primarily to organic revenue growth and inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions.
After an unsuccessful attempt to sell the Heat Transfer business, we implemented a wind-down plan for the business in 2018. During the fourth quarter of 2020, we completed the wind-down plan, which included providing all products and services on the business’s remaining contracts with customers.
Results of Discontinued Operations Wind-Down of the Heat Transfer Business During the fourth quarter of 2020, we completed a wind-down plan for our Heat Transfer business, which included providing all products and services on the business’s remaining contracts with customers. As a result, we are reporting Heat Transfer as a discontinued operation for all periods presented.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed3 unchanged
Biggest changeWe have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.
Biggest changeWe had designated, and accounted for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges. The Additional Swaps were settled commensurate with the Third Amendment.
We do not enter into financial instruments for speculative or trading purposes; however, these instruments may be deemed speculative if the future cash flows originally hedged are no longer probable of occurring as anticipated. Our currency exposures vary, but are primarily concentrated in the South African Rand, British Pound Sterling, Canadian Dollar, and Euro.
We do not enter into financial instruments for speculative or trading purposes; however, these instruments may be deemed speculative if the future cash flows originally hedged are no longer probable of occurring as anticipated. Our currency exposures vary, but are primarily concentrated in the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.
We generally do not hedge currency translation exposures. Our exposures for commodity raw materials vary, with the highest concentration relating to steel and oil. See Note 14 to our consolidated financial statements for further details.
We generally do not hedge currency translation exposures. Our exposures for commodity raw materials vary, with the highest concentration relating to steel, oil, aluminum, and copper. See Note 14 to our consolidated financial statements for further details.
The following table provides information, as of December 31, 2024, about our primary outstanding debt obligations and presents principal cash flows by expected maturity dates, weighted-average interest rates and fair values.
The following table provides information, as of December 31, 2025, about our primary outstanding debt obligations and presents principal cash flows by expected maturity dates, weighted-average interest rates and fair values.
We had FX forward contracts with an aggregate notional amount of $22.9 at December 31, 2024, all of which are scheduled to mature within one year. The fair value of our FX forward contracts was less than $0.1 at December 31, 2024. 49
We had FX forward contracts with an aggregate notional amount of $19.3 at December 31, 2025, all of which are scheduled to mature within one year. The fair value of our FX forward contracts was less than $0.1 at December 31, 2025. 49
Expected Maturity Date 2025 2026 2027 2028 Thereafter Total Fair Value Senior Credit Facilities $ 27.3 $ 27.3 $ 550.0 $ — $ — $ 604.6 $ 604.6 Average interest rate 5.8 % In 2020, we entered into the Initial Swaps, which covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin.
Expected Maturity Date 2026 2027 2028 2029 Thereafter Total Fair Value Senior Credit Facilities $ 3.1 $ 15.6 $ 25.0 $ 25.0 $ 431.3 $ 500.0 $ 500.0 Average interest rate 5.1 % In 2020, we entered into the Initial Swaps, which covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin.
In September 2024, commensurate with the Second Amendment, we entered into the Additional Swaps, which have a notional amount of $524.6, cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58%, plus the applicable margin.
In September 2024, commensurate with an amendment to our senior credit agreement, we entered into the Additional Swaps, which had a notional amount of $524.6, covered the period from December 2024 to June 2026, and effectively converted this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58%, plus the applicable margin.

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