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Shareholders' Equity and Long-Term Incentive Compensation | 12 Months Ended
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Dec. 31, 2024
SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION |
Shareholders' Equity and Long-Term Incentive Compensation | Stockholders’ Equity and Long-Term Incentive Compensation Income Per Share The following table sets forth the computations of the components used for the calculation of basic and diluted income per share:
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
Numerator: |  |  |  |  |
Income from continuing operations | $ | 201.8 |  |  | $ | 144.7 |  |  | $ | 19.8 |
Loss from discontinued operations, net of tax | $ | (1.3) |  |  | $ | (54.8) |  |  | $ | (19.6) |
Denominator: |  |  |  |  |
Weighted-average number of common shares used in basic income per share | 46.187 |  |  | 45.545 |  |  | 45.345 |
Dilutive securities — Employee stock options and restricted stock units | 0.891 |  |  | 1.067 |  |  | 0.876 |
Weighted-average number of common shares and dilutive securities used in diluted income per share | 47.078 |  |  | 46.612 |  |  | 46.221 |
For the years ended December 31, 2024, 2023, and 2022, 0.119, 0.179, and 0.240, respectively, of unvested restricted stock units were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years. For the years ended December 31, 2024, 2023, and 2022, 0.280, 0.512, and 0.695, respectively, of outstanding stock options were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years. Common Stock and Treasury Stock On May 14, 2024, May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $100.0 of our common stock, subject to maintaining compliance with all covenants of our Credit Agreement. Pursuant to this authorization, during the second quarter of 2022, we repurchased 0.707 shares of our common stock for aggregate cash payments of $33.7. As of December 31, 2024, the maximum approximate amount of our common stock that may be purchased under this authorization is $100.0. At December 31, 2024, we had 200.0 authorized shares of common stock (par value $0.01). 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, 2021 | 53.011 |  |  | (7.543) |  |  | 45.468 |
Restricted stock units | — |  |  | 0.191 |  |  | 0.191 |
Share repurchases | — |  |  | (0.707) |  |  | (0.707) |
Other | 0.340 |  |  | — |  |  | 0.340 |
Balance at December 31, 2022 | 53.351 |  |  | (8.059) |  |  | 45.292 |
Restricted stock units | — |  |  | 0.115 |  |  | 0.115 |
Other | 0.268 |  |  | — |  |  | 0.268 |
Balance at December 31, 2023 | 53.619 |  |  | (7.944) |  |  | 45.675 |
Restricted stock units | — |  |  | 0.116 |  |  | 0.116 |
Other | 0.577 |  |  | — |  |  | 0.577 |
Balance at December 31, 2024 | 54.196 |  |  | (7.828) |  |  | 46.368 |
Long-Term Incentive Compensation On May 9, 2019, our stockholders approved our 2019 Stock Compensation Plan (the “2019 Plan”) which replaced our 2002 Stock Compensation Plan, as amended in 2006, 2011, 2012 and 2015 (the “Prior Plan”). As a result of the approval of the 2019 Plan, no further awards were permitted to be made under the Prior Plan. Up to 3.409 shares of our common stock were available for grant at December 31, 2024 under the 2019 Plan. The 2019 Plan permits the issuance of new shares or shares from treasury upon the exercise of options, vesting of time-based restricted stock units (“RSU’s”) and performance stock units (“PSU’s”). Each RSU and PSU granted reduces availability by two shares. Similar awards were permitted to be granted under the Prior Plan before the approval of the 2019 Plan. PSU’s and RSU’s 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 a period of time, generally one or three years. In some instances, such as death, disability, or retirement, stock may vest concurrently with or following an employee’s termination. PSU’s are eligible to vest at the end of the performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index, while the RSU’s vest based on the passage of time since grant date. PSU’s and RSU’s that do not vest within the applicable vesting period are forfeited. We grant RSU’s to non-employee directors under the 2019 Plan. The 2024, 2023 and 2022 grants to non-employee directors generally vest over a 1 year-period, with the 2024 grants of 0.008 RSU’s scheduled to vest in their entirety immediately prior to the annual meeting of stockholders in May 2025. Stock options may be granted to key employees in the form of incentive stock options or non-qualified stock options. The option price per share may be no less than the fair market value of our common stock at the close of business the 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. 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. Compensation expense within income from continuing operations related to PSU’s, RSU’s and stock options totale d $15.0, $13.4 and $10.9 for the years ended December 31, 2024, 2023, and 2022, respectively, with the related tax benefit being $2.6, $2.3 and $1.7 for the years ended December 31, 2024, 2023, and 2022, respectively. We use the Monte Carlo simulation model valuation technique to determine fair value of our restricted stock awards that contain a market condition (i.e., the PSU’s). 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 PSU. We issued PSU’s to eligible participants on February 28, 2024, March 1, 2023, and March 1, 2022. We used the following assumptions in determining the fair value of these awards:
| Annual Expected Stock Price Volatility |  | Annual Expected Dividend Yield |  | Risk-Free Interest Rate |  | Correlation Between Total Shareholder Return for SPX and the Applicable S&P Index
February 28, 2024 |  |  |  |  |  |  |
SPX | 32.26 | % |  | — | % |  | 4.41 | % |  | 49.34 | %
Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index | 37.00 | % |  | n/a |  | 4.41 | % |  |
March 1, 2023 |  |  |  |  |  |  |
SPX | 35.72 | % |  | — | % |  | 4.60 | % |  | 57.87 | %
Peer group within S&P 600 Capital Goods Index | 43.92 | % |  | n/a |  | 4.60 | % |  |
March 1, 2022 |  |  |  |  |  |  |
SPX | 43.04 | % |  | — | % |  | 1.44 | % |  | 62.44 | %
Peer group within S&P 600 Capital Goods Index | 50.98 | % |  | n/a |  | 1.44 | % |  |
Annual expected stock price volatility is based on the three-year historical volatility. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. 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. The following table summarizes the PSU and RSU activity from December 31, 2021 through December 31, 2024:
| Unvested PSU’s and RSU’s |  | Weighted-Average Grant-Date Fair Value Per Share
December 31, 2021 | 0.636 |  |  | $ | 49.14 |
Granted | 0.307 |  |  | 48.72 |
Vested | (0.332) |  |  | 44.16 |
Forfeited | (0.081) |  |  | 53.41 |
December 31, 2022 | 0.530 |  |  | 51.38 |
Granted | 0.175 |  |  | 72.35 |
Vested | (0.190) |  |  | 51.38 |
Forfeited | (0.005) |  |  | 59.92 |
December 31, 2023 | 0.510 |  |  | 58.53 |
Granted | 0.152 |  |  | 124.82 |
Vested | (0.200) |  |  | 61.04 |
Forfeited | (0.016) |  |  | 126.01 |
December 31, 2024 | 0.446 |  |  | $ | 79.22 |
As of December 31, 2024, there was $14.7 of unrecognized compensation cost related to PSU’s and RSU’s. We expect this cost to be recognized over a weighted-average period of 1.9 years. Stock Options On February 28, 2024, March 1, 2023, and March 1, 2022, we granted stock options totaling 0.052, 0.074, and 0.105, respectively. The exercise price per share of these options is $116.40, $71.93, and $48.97, resp ectively, and the maximum contractual term of these options is ten years. The fair value of each stock option granted on February 28, 2024 and March 1, 2023 and 2022, was $50.84, $31.20, and $19.33, respectively. The fair value of each option grant was estimated using a Black-Scholes option-pricing model with the following assumptions:
| February 28, 2024 |  | March 1, 2023 |  | March 1, 2022
Annual expected stock price volatility | 37.43 | % |  | 37.15 | % |  | 38.62 | %
Annual expected dividend yield | — | % |  | — | % |  | — | %
Risk-free interest rate | 4.23 | % |  | 4.18 | % |  | 1.61 | %
Expected life of stock option (in years) | 6.0 |  | 6.0 |  | 6.0
Annual expected stock price volatility for the February 28, 2024 and March 1, 2023 and 2022 grants were based on a weighted-average of SPX’s stock volatility of the most recent six-year historical volatility of a peer company group. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the five-year and seven-year treasury constant maturity rates. The expected option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding. The following table shows stock option activity from December 31, 2021 through December 31, 2024.
| Shares |  | Weighted- Average Exercise Price
Options outstanding at December 31, 2021 | 1.393 |  |  | $ | 26.35 |
Exercised | (0.191) |  |  | 26.64 |
Forfeited | (0.043) |  |  | 51.32 |
Granted | 0.127 |  |  | 50.14 |
Options outstanding at December 31, 2022 | 1.286 |  |  | 27.82 |
Exercised | (0.141) |  |  | 26.47 |
Forfeited | — |  |  | — |
Granted | 0.076 |  |  | 71.71 |
Options outstanding at December 31, 2023 | 1.221 |  |  | 30.70 |
Exercised | (0.494) |  |  | 20.67 |
Forfeited | (0.002) |  |  | 71.93 |
Granted | 0.062 |  |  | 120.47 |
Options outstanding at December 31, 2024 | 0.787 |  |  | $ | 43.92 |
As of December 31, 2024, 0.641 of the above stock options were exercisable and there was $2.2 of unrecognized compensation cost related to the outstanding stock options. We expect this cost to be recognized over a weighted-average period of 2.0 years. Accumulated Other Comprehensive Income The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 2024 were as follows:
| Foreign Currency Translation Adjustment |  | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) |  |  |  | Pension and Postretirement Liability Adjustment(2) |  | Total
Balance at December 31, 2023 | $ | 251.0 |  |  | $ | 5.7 |  |  |  |  | $ | 4.4 |  |  | $ | 261.1 |
Other comprehensive income (loss) before reclassifications | (32.1) |  |  | 3.3 |  |  |  |  | — |  |  | (28.8) |
Amounts reclassified from accumulated other comprehensive income | — |  |  | (6.4) |  |  |  |  | (2.3) |  |  | (8.7) |
Current-period other comprehensive loss | (32.1) |  |  | (3.1) |  |  |  |  | (2.3) |  |  | (37.5) |
Balance at December 31, 2024 | $ | 218.9 |  |  | $ | 2.6 |  |  |  |  | $ | 2.1 |  |  | $ | 223.6 |
__________________________________________________________________ (1) Net of tax provision of $0.7 and $1.8 as of December 31, 2024 and 2023, respectively. (2) Net of tax provision of $1.0 and $1.8 as of December 31, 2024 and 2023, respectively. The balances as of December 31, 2024 and 2023 include unamorti zed prior service credits. The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 2023 were as follows:
| Foreign Currency Translation Adjustment |  | Net Unrealized Gains on Qualifying Cash Flow Hedges (1) |  | Pension and Postretirement Liability Adjustment (2) |  | Total
Balance at December 31, 2022 | $ | 239.1 |  |  | $ | 11.0 |  |  | $ | 7.4 |  |  | $ | 257.5 |
Other comprehensive income before reclassifications | 11.9 |  |  | 1.5 |  |  | — |  |  | 13.4 |
Amounts reclassified from accumulated other comprehensive income | — |  |  | (6.8) |  |  | (3.0) |  |  | (9.8) |
Current-period other comprehensive income (loss) | 11.9 |  |  | (5.3) |  |  | (3.0) |  |  | 3.6 |
Balance at December 31, 2023 | $ | 251.0 |  |  | $ | 5.7 |  |  | $ | 4.4 |  |  | $ | 261.1 |
__________________________________________________________________ (1) Net of tax provision of $1.8 and $3.7 as of December 31, 2023 and 2022, respectively. (2) Net of tax provision of $1.8 and $2.7 as of December 31, 2023 and 2022, respectively. The balances as of December 31, 2023 and 2022 include unamorti zed prior service credits. The following summarizes amounts reclassified from each component of accumulated comprehensive income for the years ended December 31, 2024 and 2023:
| Amount Reclassified from AOCI |  | Affected Line Items in the Consolidated Statements of Operations
| Year ended December 31, |  |
| 2024 |  | 2023 |  |
Gains on qualifying cash flow hedges: |  |  |  |  |
Swaps | $ | (8.7) |  |  | $ | (9.3) |  |  | Interest expense
Pre-tax | (8.7) |  |  | (9.3) |  |  |
Income taxes | 2.3 |  |  | 2.5 |  |  |
| $ | (6.4) |  |  | $ | (6.8) |  |  |
Gains on pension and postretirement items: |  |  |  |  |
Amortization of unrecognized prior service credits - Pre-tax | $ | (3.1) |  |  | $ | (3.9) |  |  | Other expense, net
Income taxes | 0.8 |  |  | 0.9 |  |  |
| $ | (2.3) |  |  | $ | (3.0) |  |  |
Common Stock in Treasury During the years ended December 31, 2024, 2023, and 2022, “Common stock in treasury” was decreased by the settlement of restricted stock units, net of recipient tax withholdings, issued from treasury stock of $6.9, $6.6 and $12.1, respectively. During the year ended December 31, 2022, “Common stock in treasury” was increased by the previously mentioned repurchase of our common stock for aggregate cash payments of $33.7. Preferred Stock None of our 3.0 shares of authorized no par value preferred stock was outstanding at December 31, 2024, 2023, or 2022.

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