SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual
Report Pursuant to Section 15(d) of
The Securities Exchange Act of 1934
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2004
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission file number 1-6948
A. Full title of the plan and the address of the plan, if different from that of the issuer named below: SPX Corporation Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
SPX Corporation
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
SPX Corporation Savings Plan
Financial Report
December 31, 2004
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Report of Independent Registered Public Accounting Firm
To the SPX Corporation Retirement and Welfare
Plan Administrative Committee
We have audited the accompanying statement of net assets available for benefits of the SPX Corporation Savings Plan as of December 31, 2004 and 2003 and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the SPX Corporation Savings Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Plante & Moran, PLLC |
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Southfield, Michigan |
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June 10, 2005 |
Statement of Net Assets Available for Benefits
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December 31 |
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2004 |
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2003 |
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Assets |
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Participant-directed investments: |
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Interest in SPX Corporation Savings Trust (Note 3) |
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$ |
20,210,385 |
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$ |
10,499,724 |
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Participant loans |
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1,287,454 |
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596,049 |
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Net Assets Available for Benefits |
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$ |
21,497,839 |
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$ |
11,095,773 |
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See Notes to Financial Statements.
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Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2004
Additions |
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Investment gain from interest in the SPX Corporation Savings Trust (Note 3) |
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$ |
930,170 |
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Participant loan interest |
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59,098 |
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Contributions: |
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Employee |
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1,553,402 |
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Employer |
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457,849 |
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Assets transferred from other plans |
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8,978,526 |
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Total additions |
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11,979,045 |
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Deductions |
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Distributions to participants |
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1,571,145 |
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Assets transferred to other plans |
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5,834 |
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Total deductions |
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1,576,979 |
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Net Increase |
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10,402,066 |
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Net Assets Available for Benefits |
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Beginning of year |
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11,095,773 |
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End of year |
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$ |
21,497,839 |
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See Notes to Financial Statements.
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Notes to Financial Statements
December 31, 2004 and 2003
Note 1 - Plan Description
The following brief description of the SPX Corporation Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan agreement for more complete information.
General - The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan benefits primarily employees of SPX Corporation (the Employer or the Company) who are covered by collective bargaining agreements and who have met eligibility requirements. Effective June 25, 2004, the assets of the SPX Corporation Contech Division Retirement Savings Plan for Alma and Dowagiac Hourly Employees was merged and combined with the Plan.
Contributions - Contributions to the Plan by employees are limited to 17 percent of an employees annual before-tax compensation, taking into account the limitations imposed by the Internal Revenue Code. Participants in the Plan are at all times 100 percent vested in their contributions and earnings thereon. Employer contributions are determined based on the participants business unit. Generally, Employer-matching contributions are calculated at a rate of $.35 for each $1.00 contributed in a year by a participant or at a rate of $.15 for each hour worked. In some instances, the Employer-matching contribution cannot exceed $750 per participant per year. In addition, the Employer may make additional contributions to participant accounts at a rate of $.31 for each hour worked.
Participant Accounts - - Each participants account is credited with the participants contribution, the Employers matching and supplemental contributions, if any, and an allocation of plan earnings. Allocation of plan earnings to participant accounts is based on the participants proportionate share of funds in each of the investment accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participants account.
Participants elect to invest their account balance and contributions among various investment options provided by the SPX Corporation Retirement and Welfare Plan Administrative Committee, including an option to invest in SPX Corporation stock.
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Vesting - Vesting in Employer contributions is dependent upon the participants business unit. Generally participants vest over a five to seven year period. Forfeitures reduce the Employers contributions in the year of forfeiture or future years.
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Payment of Benefits - - Participants in the Plan are able to receive benefits in a lump sum, monthly or yearly installments, or through annuity payments in the event of death, disability, or termination of employment. In addition, participants are also able to obtain their contributions and/or their pretax account balances if, subject to Employer approval, they are able to demonstrate financial hardship, as defined by the Plan. All withdrawal payments are made by Fidelity Management Trust Company (the Trustee).
Loans - A participant in the Plan can borrow from the Plan an amount not to exceed amounts as described in the Plan. The term of the loan may not exceed five years unless the loan is used in the purchase of a primary residence, in which case the term may be for up to 15 years. Loans bear market rates of interest as determined by the SPX Corporation Retirement and Welfare Plan Administrative Committee (the Administrative Committee).
Voting Rights - Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account. The Trustee is required to vote shares of common stock that have been allocated to participants but for which the Trustee received no voting instructions in the same manner and in the same proportion as the shares for which the Trustee received timely voting instructions.
Administration - The Plan is administered by the Administrative Committee, which is appointed by the Board of Directors of SPX Corporation.
Termination - Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination, all participants become 100% vested in their account balances.
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Note 2 - Summary of Significant Accounting Policies
The accompanying financial statements have been prepared on the accrual basis.
Assets and Liabilities - - Accounting policies relative to the basis of recording assets and liabilities conform with Department of Labor guidelines. The fair value of the Plans interest in the SPX Corporation Savings Trust (the Master Trust) is based on the beginning of the year value of the Plans interest in the Master Trust plus actual contributions and allocated income, less actual distributions (see Note 3). Guaranteed investment contracts included in the SPX Corporation Master Trust are valued at contract value (which represents contributions made under the contract plus interest at the contract rate, less funds used to pay plan benefits), because the contracts are fully benefit responsive. The interest rates for the year ended December 31, 2004 range from 3.4 percent to 8.0 percent. All other investments in the Master Trust are valued at fair value. The value of participant loans is the face value of the loans outstanding, which approximates fair value.
Changes in Net Assets - - Income and expenses are recorded as earned and incurred. Dividend and interest income is recorded on an accrual basis. Purchases and sales of securities are recorded on a trade-date basis. Trustee, investment management, and other administrative expenses were paid by the Master Trust and are included in determining the overall Master Trust investment income (loss).
Income Tax Status - The Plan constitutes a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code (the Code), and the related trust is exempt from federal income tax under Section 501(a) of the Code. The Plan obtained a determination letter on December 3, 2004, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. Since the date of the determination letter, the Plan has been amended and restated. The plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the
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United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
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Note 3 - Master Trust Fund
The investments of certain defined contribution plans sponsored by SPX Corporation, including the SPX Corporation Savings Plan, are combined in the SPX Corporation Savings Trust. Under the terms of a trust agreement between Fidelity Management Trust Company (the Bank) and the Employer, the Bank manages trust funds on behalf of the Plan. The Plans assets in the Master Trust represented approximately 3 percent and 1 percent of the total assets in the Master Trust as of December 31, 2004 and 2003, respectively. Investment income and administrative expenses related to the Master Trust are allocated to the individual plans based upon average monthly balances invested by each plan.
The total assets held in the Master Trust at December 31, 2004 and 2003 are as follows:
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2004 |
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2003 |
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Money market fund |
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$ |
35,356,866 |
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$ |
36,806,776 |
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Common/Collective trust |
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265 |
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255 |
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Mutual funds |
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484,221,263 |
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436,372,176 |
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Insurance company general account |
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140,618,090 |
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147,795,763 |
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Employer securities |
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107,637,774 |
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161,011,217 |
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Total Master Trust investments |
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$ |
767,834,258 |
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$ |
781,986,187 |
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The investment income for the Master Trust for the year ended December 31, 2004 is as follows:
Net appreciation (depreciation) in fair value of investments: |
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Mutual funds |
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33,615,679 |
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Employer securities |
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(50,733,891 |
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Net appreciation |
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(17,118,212 |
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Interest and dividends |
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22,298,682 |
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Net investment income |
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$ |
5,180,470 |
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Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 38-1016240, Plan 403
December 31, 2004
(a)(b) |
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(c) |
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(d) |
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(e) |
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Participants |
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Participant loans bearing interest at rates from 4.00% to 10.50% |
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$ |
1,287,454 |
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Note - In compliance with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, investments in Master Trust assets are omitted from this schedule.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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SPX CORPORATION SAVINGS PLAN |
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By: The SPX Administrative Committee |
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Date: |
June 29, 2005 |
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By: |
/s/ Ross B. Bricker |
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Ross B. Bricker |
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Senior Vice President, Secretary and |
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General Counsel and Member of the |
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SPX Administrative Committee |
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Exhibit Index
Exhibit No. |
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Description |
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23.1 |
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Consent of Plante & Moran, PLLC |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement (No. 333-106897) on Form S-8 of our report dated June 10, 2005 appearing in the Annual Report on Form 11-K of SPX Corporation Savings Plan for the year ended December 31, 2004.
/s/ Plante & Moran, PLLC |
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Southfield, Michigan |
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June 27, 2005 |