XML 73 R18.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Goodwill and Other Intangible Assets | 12 Months Ended
--- | ---
Dec. 31, 2012
Goodwill and Other Intangible Assets |
Goodwill and Other Intangible Assets | (8) Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill, by reportable segment and our other operating segments for the year ended December 31, 2012, were as follows:
|  | December 31, 2011 |  | Goodwill resulting from business combinations |  | Impairments(1) |  | Foreign Currency Translation and other(2) |  | December 31, 2012 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Flow Technology reportable segment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  | $ | 1,019.9 |  | $ | 14.6 |  | $ | — |  | $ | 80.1 |  | $ | 1,114.6 |
Accumulated impairments |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Goodwill |  |  | 1,019.9 |  |  | 14.6 |  |  | — |  |  | 80.1 |  |  | 1,114.6 |
Thermal Equipment and Services reportable segment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 586.6 |  |  | — |  |  | — |  |  | (22.9 | ) |  | 563.7 |
Accumulated impairments |  |  | (125.3 | ) |  | — |  |  | (270.4 | ) |  | — |  |  | (395.7 | )
Goodwill |  |  | 461.3 |  |  | — |  |  | (270.4 | ) |  | (22.9 | ) |  | 168.0 |
Industrial Product and Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 450.6 |  |  | — |  |  | — |  |  | 2.4 |  |  | 453.0 |
Accumulated impairments |  |  | (159.7 | ) |  | — |  |  | — |  |  | (1.9 | ) |  | (161.6 | )
Goodwill |  |  | 290.9 |  |  | — |  |  | — |  |  | 0.5 |  |  | 291.4 |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 2,057.1 |  |  | 14.6 |  |  | — |  |  | 59.6 |  |  | 2,131.3 |
Accumulated impairments |  |  | (285.0 | ) |  | — |  |  | (270.4 | ) |  | (1.9 | ) |  | (557.3 | )
Goodwill |  | $ | 1,772.1 |  | $ | 14.6 |  | $ | (270.4 | ) | $ | 57.7 |  | $ | 1,574.0 |
(1) Recorded an impairment charge of $270.4 during the year ended December 31, 2012 related to our Cooling Equipment and Services ("Cooling") reporting unit. (2) Includes adjustments resulting from revision to estimates of fair value of certain assets and liabilities associated with Clyde Union and other acquisitions of $73.6 and foreign currency translation adjustments of $8.4, partially offset by the allocation of goodwill of $24.3 related to the deconsolidation of our dry cooling products business in China (see Note 4). The changes in the carrying amount of goodwill, by reportable segment and our other operating segments for the year ended December 31, 2011, were as follows:
|  | December 31, 2010 |  | Goodwill resulting from business combinations |  | Impairments(1) |  | Foreign Currency Translation and other(2) |  | December 31, 2011 |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Flow Technology reportable segment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  | $ | 702.7 |  | $ | 324.8 |  | $ | — |  | $ | (7.6 | ) | $ | 1,019.9 |
Accumulated impairments |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Goodwill |  |  | 702.7 |  |  | 324.8 |  |  | — |  |  | (7.6 | ) |  | 1,019.9 |
Thermal Equipment and Services reportable segment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 591.5 |  |  | — |  |  | — |  |  | (4.9 | ) |  | 586.6 |
Accumulated impairments |  |  | (104.5 | ) |  | — |  |  | (20.8 | ) |  | — |  |  | (125.3 | )
Goodwill |  |  | 487.0 |  |  | — |  |  | (20.8 | ) |  | (4.9 | ) |  | 461.3 |
Industrial Product and Services |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 451.5 |  |  | — |  |  | — |  |  | (0.9 | ) |  | 450.6 |
Accumulated impairments |  |  | (159.8 | ) |  | — |  |  | — |  |  | 0.1 |  |  | (159.7 | )
Goodwill |  |  | 291.7 |  |  | — |  |  | — |  |  | (0.8 | ) |  | 290.9 |
Total |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross goodwill |  |  | 1,745.7 |  |  | 324.8 |  |  | — |  |  | (13.4 | ) |  | 2,057.1 |
Accumulated impairments |  |  | (264.3 | ) |  | — |  |  | (20.8 | ) |  | 0.1 |  |  | (285.0 | )
Goodwill |  | $ | 1,481.4 |  | $ | 324.8 |  | $ | (20.8 | ) | $ | (13.3 | ) | $ | 1,772.1 |
(1) Recorded an impairment charge of $20.8 during the year ended December 31, 2011 related to our SPX Heat Transfer Inc. reporting unit. (2) Includes adjustments resulting from recent acquisitions not consummated during the year ended December 31, 2011 of $3.8 and foreign currency translation adjustments of $9.5. Identifiable intangible assets comprised the following:
|  | December 31, 2012 |  | December 31, 2011 |
--- | --- | --- | --- | --- | ---
|  | Gross Carrying Value |  | Accumulated Amortization |  | Net Carrying Value |  | Gross Carrying Value |  | Accumulated Amortization |  | Net Carrying Value |
Intangible assets with determinable lives: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Patents |  | $ | 8.6 |  | $ | (8.0 | ) | $ | 0.6 |  | $ | 8.5 |  | $ | (7.6 | ) | $ | 0.9 |
Technology |  |  | 190.5 |  |  | (41.7 | ) |  | 148.8 |  |  | 182.2 |  |  | (30.5 | ) |  | 151.7 |
Customer relationships |  |  | 420.6 |  |  | (63.6 | ) |  | 357.0 |  |  | 400.4 |  |  | (44.7 | ) |  | 355.7 |
Other: |  |  | 33.4 |  |  | (18.0 | ) |  | 15.4 |  |  | 38.3 |  |  | (10.9 | ) |  | 27.4 |
|  |  | 653.1 |  |  | (131.3 | ) |  | 521.8 |  |  | 629.4 |  |  | (93.7 | ) |  | 535.7 |
Trademarks with indefinite lives:(1) |  |  | 440.6 |  |  | — |  |  | 440.6 |  |  | 436.4 |  |  | — |  |  | 436.4 |
Total |  | $ | 1,093.7 |  | $ | (131.3 | ) | $ | 962.4 |  | $ | 1,065.8 |  | $ | (93.7 | ) | $ | 972.1 |
(1) Recorded impairment charges during 2012 of $4.5 associated with two businesses within our Thermal Equipment and Services reportable segment and impairment charges during 2011 of $7.5 and $0.8 associated with businesses within our Thermal Equipment and Service reportable segment and Industrial Products and Services, respectively. Amortization expense was $35.1, $23.3 and $20.7 for the years ended December 31, 2012, 2011 and 2010, respectively. Estimated amortization expense related to these intangible assets is $36.9 in 2013, $30.6 in 2014, $30.2 in 2015, $29.9 in 2016, and $29.9 in 2017. At December 31, 2012, the net carrying value of intangible assets with determinable lives consisted of $459.7 in the Flow Technology reportable segment, $52.4 in the Thermal Equipment and Services reportable segment, and $9.7 in Industrial Products and Services. Trademarks with indefinite lives consisted of $290.5 in the Flow Technology reportable segment, $134.6 in the Thermal Equipment and Services reportable segment, and $15.5 in Industrial Products and Services. Consistent with the requirements of the Intangible — Goodwill and Other Topic of the Codification, the fair values of our reporting units generally are estimated using discounted cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable industry price multiples. Many of our reporting units closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost improvement initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Any significant change in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give rise to impairment in the period that the change becomes known. We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In connection with our annual goodwill testing during the fourth quarter of 2011, we estimated that the fair value of our Cooling Equipment and Services ("Cooling") reporting unit was approximately 5% higher than the carrying value of its net assets as its projected, near-term cash flows were being negatively impacted by the challenging conditions within the power generation end-markets in which the business participates. During the first three quarters of 2012, orders and operating results remained below historical levels. Despite an improvement in order levels and profitability during the fourth quarter of 2012, our current cash flow estimates for the business, based on the related 2013 operating plan that was completed by the end of 2012, as well as other market related data, indicate that the current estimated fair value of the business is below the carrying value of its net assets. As a result, we estimated the implied fair value of Cooling's goodwill, which resulted in an impairment charge related to such goodwill of $270.4. The impairment charge of $270.4 is composed of (i) a $125.8 difference between the estimated fair value of Cooling compared to the carrying value of its net assets and (ii) an allocation to certain tangible and intangible assets of $144.6 for the estimated increases in fair value for these assets solely for purposes of applying the impairment provisions of the Intangible — Goodwill and Other Topic of the Codification. After the impairment charge, goodwill for the Cooling reporting unit totaled $82.9 as of December 31, 2012. The estimated fair value for each of our other reporting units with goodwill, except for Clyde Union, exceeded the carrying value of their respective net assets by at least 20.0%. The estimated fair value of Clyde Union exceeded the carrying value of its net assets by approximately 2.0%, while the total goodwill for Clyde Union was $381.7 at December 31, 2012. A change in any of the assumptions used in testing Clyde Union's goodwill for impairment (e.g., projected revenue and profit growth rates, discount rate, expected control premium, etc.) could result in Clyde Union's estimated fair value being less than the carrying value of its net assets. For example, a one-hundred basis point increase in the discount rate used in determining Clyde Union's discounted cash flows would result in Clyde Union's fair value being approximately $66.0 lower than the carrying value of its net assets. If Clyde Union is unable to achieve the financial forecasts included in its 2012 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Clyde Union's goodwill. In addition to the goodwill impairment charge of $270.4, we also recorded an impairment charge of $11.0 in 2012 related to certain long-term assets of our Cooling reporting unit. Lastly, we recorded impairment charges of $4.5 in 2012 related to trademarks for two other businesses within our Thermal Equipment and Services reportable segment. In connection with our annual goodwill impairment testing in 2010, we determined that the estimated fair value of our SPX Heat Transfer Inc. reporting unit was comparable to the carrying value of its net assets. In the second quarter of 2011, SPX Heat Transfer Inc. experienced a decline in its revenues and profitability, furthering a trend that began late in the first quarter of 2011, in comparison to (i) recent historical results and (ii) expected results for the period, due to the challenging conditions within the U.S. power market. As such, during the second quarter of 2011, we updated the projection of future discounted cash flows for SPX Heat Transfer Inc. which indicated that the reporting unit's fair value was less than the carrying value of its net assets. Accordingly, we recorded an impairment charge of $24.7 during the second quarter of 2011 associated with SPX Heat Transfer Inc.'s goodwill ($17.2) and indefinite-lived intangible assets ($7.5). In connection with our annual goodwill impairment testing during the fourth quarter of 2011, and in consideration of a further decline in SPX Heat Transfer Inc.'s revenue and profitability, we determined that the remaining goodwill ($3.6) of the reporting unit was impaired and, thus, recorded an impairment charge of $3.6 during the fourth quarter of 2011.

X
- Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6905597&loc=d3e13816-109267 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6905858&loc=d3e16265-109275 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 142 -Paragraph 42, 43, 44, 45, 46, 47 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6905858&loc=d3e16373-109275 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6905858&loc=d3e16323-109275 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6905597&loc=d3e13854-109267 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration