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Shareholders' Equity and Stock-Based Compensation
12 Months Ended
Dec. 31, 2011
Shareholders' Equity and Stock-Based Compensation  
Shareholders' Equity and Stock-Based Compensation

(15)   Shareholders' Equity and Stock-Based Compensation

Earnings Per Share

        The following table sets forth the computations of the components used for the calculation of basic and diluted earnings per share:

 
  Year Ended December 31,  
 
  2011   2010   2009  

Numerator:

                   

Income from continuing operations

  $ 154.9   $ 178.0   $ 224.2  

Less: Net income (loss) attributable to noncontrolling interests 

    5.0     (2.8 )   1.8  
               

Income from continuing operations attributable to SPX Corporation common shareholders for calculating basic and diluted earnings per share

  $ 149.9   $ 180.8   $ 222.4  
               

Income (loss) from discontinued operations

  $ 30.7   $ 24.8   $ (208.0 )

Less: Net loss attributable to noncontrolling interest

            (17.3 )
               

Income (loss) from discontinued operations attributable to SPX Corporation common shareholders for calculating basic and diluted earnings per share

  $ 30.7   $ 24.8   $ (190.7 )
               

Denominator:

                   

Weighted-average number of common shares used in basic earnings per share

    50.499     49.718     49.363  

Dilutive Securities — Employee stock options and restricted stock units

    0.447     0.629     0.434  
               

Weighted-average number of common shares and dilutive securities used in diluted earnings per share

    50.946     50.347     49.797  
               

        The total number of stock options that were not included in the computation of dilutive earnings per share because their exercise price was greater than the average market price of common shares was 0.117, 0.405 and 0.668 for the years ended December 31, 2011, 2010 and 2009, respectively. The total number of unvested restricted stock and restricted stock units that were not included in the computation of diluted earnings per share because required market thresholds for vesting (as discussed below) were not met was 0.633, 0.102 and 0.222 at December 31, 2011, 2010 and 2009, respectively.

Accumulated Other Comprehensive Loss

        The components of the balance sheet caption "Accumulated other comprehensive loss" were as follows:

 
  December 31,
2011
  December 31,
2010
 

Foreign currency translation adjustment

  $ 199.7   $ 223.2  

Net unrealized losses on qualifying cash flow hedges, net of tax benefit of $2.9 and $2.2, respectively

    (4.4 )   (3.3 )

Net unrealized gains (losses) on available-for-sale securities,

    (1.5 )   6.1  

Pension and postretirement liability adjustment and other, net of tax benefit of $274.3 and $266.6, respectively(1)

    (440.3 )   (418.6 )
           

Accumulated other comprehensive loss

  $ (246.5 ) $ (192.6 )
           

(1)
As of December 31, 2011 and 2010, included $3.8 and $3.2, respectively, related to our share of the pension liability adjustment for EGS.

Common Stock and Treasury Stock

        At December 31, 2011, we had 200.0 authorized shares of common stock (par value $10.00). Common shares issued, treasury shares and shares outstanding are summarized in the table below.

 
  Common Stock
Issued
  Treasury
Stock
  Shares
Outstanding
 

Balance at December 31, 2008

    96.523     (45.395 )   51.128  

Stock options exercised

    0.154         0.154  

Share repurchases

        (2.625 )   (2.625 )

Restricted stock and restricted stock units

    0.260     0.104     0.364  

Other

    0.347         0.347  
               

Balance at December 31, 2009

    97.284     (47.916 )   49.368  

Stock options exercised

    0.238         0.238  

Restricted stock and restricted stock units

    0.278     0.142     0.420  

Other

    0.268         0.268  
               

Balance at December 31, 2010

    98.068     (47.774 )   50.294  

Stock options exercised

    0.154         0.154  

Restricted stock and restricted stock units

    0.209     0.145     0.354  

Other

    0.271         0.271  
               

Balance at December 31, 2011

    98.702     (47.629 )   51.073  
               

Stock-Based Compensation

        Under the 2002 Stock Compensation Plan, as amended in 2006 and 2011, the successor plan to the 1992 Stock Compensation Plan, up to 5.0 shares of our common stock were available for grant at December 31, 2011. The 2002 Stock Compensation Plan permits the issuance of new shares or shares from treasury upon the exercise of options, vesting of restricted stock units, or granting of restricted stock. Each share of restricted stock and restricted stock unit granted reduces availability by two and a half shares.

        During the years ended December 31, 2011, 2010 and 2009, we classified excess tax benefits from stock-based compensation of $6.6, $4.2 and $1.7, respectively, as financing cash flows and included such amounts in "Proceeds from the exercise of employee stock options and other, net of minimum withholdings paid on behalf of employees for net share settlements" within our consolidated statements of cash flows.

        Restricted stock or restricted stock units may be granted to certain eligible employees or non-employee directors in accordance with applicable equity compensation plan documents and agreements. Subject to participants' continued employment and other plan terms and conditions, the restrictions lapse and awards generally vest over three years. Market ("company performance") thresholds have been instituted for vesting of substantially all restricted stock and restricted stock unit awards. This vesting is based on SPX shareholder return versus the S&P 500 composite index. On each vesting date, we compare the SPX shareholder return to the performance of the S&P 500 composite index for the prior year and for the cumulative period since the date of the grant. If SPX outperforms the S&P 500 composite index for the prior year, the one-third portion of the grant associated with that year will vest. If SPX outperforms the S&P composite index for the cumulative period, any unvested portion of the grant that was subject to vesting on or prior to the vesting date will vest. Restricted stock and restricted stock units that do not vest within the three-year vesting period are forfeited.

        We grant restricted stock to non-employee directors under the 2006 Non-Employee Directors' Stock Incentive Plan (the "Directors' Plan"). Under the Directors' Plan, up to 0.030 shares of our common stock were available for grant at December 31, 2011. Restricted stock grants have a three-year vesting period based on SPX shareholder return versus the S&P 500 composite index and are subject to the same company performance thresholds for employee awards described in the preceding paragraph. Restricted stock that does not vest within the three-year vesting period in accordance with these performance requirements is forfeited.

        Stock options may be granted to key employees in the form of incentive stock options or nonqualified stock options, generally vest ratably over three years, which vesting may be subject to performance criteria, and expire no later than 10 years from the date of grant. The option price per share may be no less than the fair market value of our common stock at the close of business day prior to the date of grant. Upon exercise, the employee has the option to surrender previously owned shares at current value in payment of the exercise price and/or for withholding tax obligations, and, subject to certain restrictions, may receive a reload option having an exercise price equal to the current market value for the number of shares so surrendered. The reload option expires at the same time that the exercised option would have expired. Any future issuances of options under the plan will not have a reload feature, pursuant to the terms of the plan. We have not granted options to any of our employees since 2004.

        The recognition of compensation expense for share-based awards, including stock options, is based on their grant date fair values. The fair value of each award is amortized over the lesser of the award's requisite or derived service period, which is generally up to three years. There was no stock option expense for the years ended December 31, 2011, 2010 and 2009. Compensation expense for the restricted stock and restricted stock units totaled $39.2, $29.9, and $26.5 for the years ended December 31, 2011, 2010 and 2009, respectively, with the related tax benefit being $14.7, $11.1, and $10.0 for the years ended December 31, 2011, 2010 and 2009, respectively.

        The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no option grants in 2011, 2010 and 2009.

        We use the Monte Carlo simulation model valuation technique to determine fair value of our restricted stock and restricted stock units as they contain a "market condition." The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each restricted stock and restricted stock unit award. We used the following assumptions in determining the fair value of the awards granted on March 1, 2011 and March 1, 2010:

 
  Annual expected
stock price
volatility
  Annual expected
dividend yield
  Risk-free interest rate   Correlation
between total
shareholder
return for SPX
and S&P 500
Composite Index
 

March 1, 2011:

                         

SPX Corporation

    61.0 %   1.27 %   1.03 %   0.7559  

S&P 500 Composite Index

    30.3 %   n/a     1.03 %      

March 1, 2010:

                         

SPX Corporation

    62.0 %   1.64 %   1.20 %   0.7250  

S&P 500 Composite Index

    30.8 %   n/a     1.20 %      

        Annual expected stock price volatility is based on the three-year historical volatility. The annual expected dividend yield is based on annual expected dividend payments and the stock price on the date of grant. The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.

Restricted Stock and Restricted Stock Unit Awards

        The following table summarizes the restricted stock and restricted stock unit activity from December 31, 2008 through December 31, 2011:

 
  Unvested Restricted Stock
and Restricted Stock Units
  Weighted-average
Grant-Date Fair
Value per share
 

Outstanding at December 31, 2008

    1.251   $ 58.01  

Granted

    0.667     33.42  

Vested

    (0.429 )   41.75  

Forfeited

    (0.054 )   54.61  
           

Outstanding at December 31, 2009

    1.435     51.75  

Granted

    0.738     48.91  

Vested

    (0.626 )   50.46  

Forfeited

    (0.031 )   47.82  
           

Outstanding at December 31, 2010

    1.516     50.97  

Granted

    0.836     62.72  

Vested

    (0.636 )   51.47  

Forfeited

    (0.276 )   67.21  
           

Outstanding at December 31, 2011

    1.440     54.38  
             

        As of December 31, 2011, there was $18.1 of unrecognized compensation cost related to restricted stock and restricted stock unit compensation arrangements. We expect this cost to be recognized over a weighted-average period of 1.5 years.

Stock Options

        The following table shows stock option activity from December 31, 2008 through December 31, 2011:

 
  Shares   Weighted-
Average Exercise
Price
 

Options outstanding and exercisable at December 31, 2008

    1.308   $ 64.89  

Exercised

    (0.154 )   39.69  

Terminated

    (0.273 )   94.80  
           

Options outstanding and exercisable at December 31, 2009

    0.881     59.86  

Exercised

    (0.238 )   48.21  

Terminated

    (0.008 )   90.23  
           

Options outstanding and exercisable at December 31, 2010

    0.635     63.82  

Exercised

    (0.154 )   65.44  

Terminated

    (0.117 )   89.10  
           

Options outstanding and exercisable at December 31, 2011

    0.364     54.87  
             

        The weighted-average remaining term, in years, of stock options outstanding and exercisable at December 31, 2011 was 0.5. The total number of in-the-money options exercisable on December 31, 2011 was 0.178. Aggregate intrinsic value (market value of stock less option exercise price) represents the total pre-tax intrinsic value, based on our closing stock price on December 31, 2011, which would have been received by the option holders had all in-the-money option holders exercised their options as of that date. The aggregate intrinsic value of the options outstanding and exercisable at December 31, 2011 was $3.8. The aggregate intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $2.5, $4.1, and $2.7, respectively.

Treasury Stock

        In 2009, we repurchased 2.625 shares of our common stock on the open market pursuant to written trading plans under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, for total cash consideration of $113.2. We record common stock repurchases based on the settlement date. The covenants under our senior credit facilities contain certain restrictions on the payment of dividends and the repurchase of our common stock. See Note 12 for discussion of our ability to repurchase shares under our current senior credit facilities.

        On February 16, 2012, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of up to $350.0 of shares of our common stock on or before February 14, 2013, in accordance with a share repurchase program authorized by our Board of Directors. Trading under this plan is scheduled to begin no sooner than February 24, 2012. Of the amount under the plan, $75.0 may be repurchased prior to the completion of the sale of our Service Solutions business, with the remainder scheduled to be repurchased following the consummation of the Service Solutions business sale.

Preferred Stock

        None of our 3.0 shares of authorized no par value preferred stock was outstanding at December 31, 2011, 2010 or 2009.