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 [x] 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, 2001 ------------------------------------------------- [_] 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: United Dominion Industries, Inc. Compass 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
United Dominion Industries, Inc. Compass Plan Financial Report December 31, 2001
United Dominion Industries, Inc. Compass Plan Contents Report Letters 1-2 Statement of Net Assets Available for Benefits 3 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5-12 Schedule of Assets Held for Investment Purposes Schedule 1
Independent Auditor's Report To the Administrative Committee United Dominion Industries, Inc. Compass Plan We have audited the accompanying statement of net assets available for benefits of United Dominion Industries, Inc. Compass Plan as of December 31, 2001 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit 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 audit provides 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 Plan as of December 31, 2001 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2001 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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, LLP Southfield, Michigan June 18, 2002
Independent Auditors' Report To the Board of Directors United Dominion Industries, Inc. Compass Plan We have audited the accompanying statement of net assets available for benefits of United Dominion Industries, Inc. Compass Plan (the "Plan") as of December 31, 2000 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit 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 audit provides 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 Plan as of December 31, 2000 and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Charlotte, North Carolina July 13, 2001 2
United Dominion Industries, Inc. Compass Plan Statement of Net Assets Available for Benefits December 31 ------------------------------ 2001 2000 ------------- ------------- Assets Participant-directed investments, at fair value: Mutual funds $ 107,380,365 $ 156,621,484 Common trust fund 15,764,952 22,775,945 Interest in SPX Pooled Stock Master Trust 8,017,430 - Interest in United Dominion Company Pooled Stock Master Trust - 3,222,679 Cash 222,348 1,091 Investments at contract value - Interest in UDI Stable Capital Master Trust 52,711,690 58,467,695 Participant loans 5,579,050 7,529,715 ------------- ------------- Total investments 189,675,835 248,618,609 Receivables: Employee contributions 150,504 710,959 Employer contributions 107,198 2,711,747 Other - 27,553 ------------- ------------- Total receivables 257,702 3,450,259 ------------- ------------- Net Assets Available for Benefits $ 189,933,537 $ 252,068,868 ============= ============= See Notes to Financial Statements. 3
United Dominion Industries, Inc. Compass Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31 ------------------------------- 2001 2000 --------------- --------------- Additions to Net Assets Investment income: Interest and dividends $ 1,655,082 $ 14,760,859 Investment income from interest in master trusts (Note 3) 8,533,078 1,926,562 Net depreciation in fair value of investments: Mutual funds (23,318,850) (31,281,749) Common trust fund (2,810,158) (2,334,139) ------------- --------------- Total investment loss (15,940,848) (16,928,467) ------------- --------------- Contributions: Employee 12,309,224 15,421,703 Employer 4,753,122 4,739,074 Rollovers 593,401 - ------------- --------------- Total contributions 17,655,747 20,160,777 ------------- --------------- Net assets transferred from other plans (Note 6) - 9,596,779 ------------- --------------- Total additions 1,714,899 12,829,089 ------------- --------------- Deductions from Net Assets Distributions to participants 44,258,483 22,693,927 Net assets transferred to other plans (Note 6) 19,591,747 - ------------- --------------- Total deductions 63,850,230 22,693,927 ------------- --------------- Net Decrease in Net Assets Available for Benefits (62,135,331) (9,864,838) Net Assets Available for Benefits - Beginning of year 252,068,868 261,933,706 ------------- --------------- Net Assets Available for Benefits - End of year $ 189,933,537 $ 252,068,868 ============= =============== See Notes to Financial Statements. 4
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Note 1 - Plan Description The following brief description of the United Dominion Industries, Inc. Compass Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan Agreement for more complete information. General - On May 24, 2001, United Dominion Industries, Inc. was acquired by SPX Corporation (the "Company"). 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 is offered on a voluntary basis to eligible salaried and nonunion hourly employees of United Dominion Industries, Inc., a division of SPX Corporation, except for those employees already covered by another Company-sponsored defined contribution plan. An eligible employee may become an active participant in the Plan immediately following his or her full employment with United Dominion Industries, Inc. In January 2002, the Plan was merged with the SPX Corporation Retirement Savings and Stock Ownership Plan. Contributions - Contributions to the Plan by employees are limited to 15 percent of an employee's annual before-tax compensation up to the maximum allowed under the Internal Revenue Code. Participants in the Plan are at all times 100 percent vested in their Plan account balances and earnings related to their contributions. The Company's contributions are determined annually by the Company's Board of Directors. Prior to May 24, 2001, Company matches were performance-based and at the discretion of the Company. Effective July 1, 2001, the Company match, for substantially all employee groups covered, is the lesser of the participant's pre-tax contribution or 4 percent of the participant's compensation. Participant Accounts - Each participant's account is credited with the participant's contribution and the participant's share of the Company's contribution. Allocation of the Plan earnings to participant accounts is based on the participant's 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 participant's account. 5
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Vesting - Prior to May 24, 2001, vesting for participants in the employer contributions and earnings occurred at 25 percent per year. Effective May 24, 2001, all participants are 100 percent vested in all employer contributions. 6
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Note 1 - Plan Description (Continued) Payment of Benefits - Participants in the Plan are able to receive their contributions and/or their pre-tax contribution account balances in a lump sum or installment payments in the event of death, disability, termination of employment, or retirement. In addition, participants are also able to obtain their contributions and/or their pre-tax account balances if, subject to Company approval, they are able to demonstrate financial hardship, as defined by the Plan. Loans - A participant in the Plan can borrow from the Plan an amount not to exceed (1) 50 percent of the vested balance in the participant's account if the account balance is less than $100,000 or (2) $50,000 if the account balance is equal to or greater than $100,000. A participant must have a minimum balance of $2,000 to be eligible for a loan. The loans are secured by the balance in the participant's account and bear interest at the prime interest rate plus 1 percent. Principal and interest are paid ratably through regular payroll deductions. The term of the loan may not exceed five years unless the loan is used for the purchase of a primary residence, in which case the term may be for up to 20 years. Administration - The Plan is administered by the Company's Administrative Committee, which is appointed by the Board of Directors of the Company. The Company pays all administrative expenses associated with sponsorship of the Plan. The Trustee and investment managers/companies have some discretion as to the investment and reinvestment of the assets of the Trust within the guidelines mutually agreed upon between them and the Company for that portion of the Trust's assets for which each has responsibility. The terms and conditions of appointment, authority, and retention of the investment managers/companies are the sole responsibility of the Company. All withdrawal payments are made by the Trustee. 7
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 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. Mutual funds and common trust funds are valued at the net asset values quoted by the funds' sponsors on December 31. The fair value of the Plan's interest in the master trusts is based on the beginning of the year value of the Plan's interest in the trust plus actual contributions and allocated income less actual distributions (see Note 3). Guaranteed investment contracts included in the UDI Stable Capital 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 2001 and 2000 range from 5.65 percent to 8.10 percent and 5.66 percent to 8.01 percent, respectively. Additions, Deductions, and 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. Income Tax Status - The Plan constitutes a qualified plan under Sections 401(a) and 401(k) of 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 June 12, 1998, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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. Reclassification - Certain balances in the 2000 financial statements have been reclassified to conform to the 2001 presentation. 8
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Note 3 - Investments The Company has a trust agreement with the American Express Trust Company (the "Trustee") in which all assets of the Plan are maintained within the Trust in investment accounts for the sole benefit of the Plan, except the investments in the master trusts. At December 31, 2000, the Plan held interests in the UDI Stable Capital Master Trust and the United Dominion Company Pooled Stock Master Trust. As a result of the acquisition of United Dominion Industries, Inc., the assets of the United Dominion Company Pooled Stock Master Trust were transferred to the SPX Pooled Stock Master Trust (collectively, the "Pooled Stock Master Trusts"). The assets of the UDI Stable Capital Master Trust and the Pooled Stock Master Trusts are each in master trusts that were established for the investment of assets of the Company-sponsored employee benefit plans. Each participating savings plan has an undivided interest in the Pooled Stock Master Trusts. The assets of the Pooled Stock Master Trusts are held by the Trustee. At December 31, 2001 and 2000, the Plan's interest in the net assets of the UDI Stable Capital Master Trust was 97 percent. At December 31, 2001 and 2000, the Plan's interest in the net assets of the Pooled Stock Master Trusts was 92 percent and 89 percent, respectively. Investment income and administrative expenses related to the Pooled Stock Master Trusts are allocated to the individual plans based on average monthly balances invested by each plan. 9
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 The following table presents the fair values of investments and investment income of the master trusts as of and for the years ended December 31, 2001 and 2000: 2001 2000 ------------ ------------ UDI Stable Capital Master Trust Investments at fair value: Common trust funds $ 11,476,704 $ 14,878,805 Cash 894,171 1,004,929 Investments at contract value - Guaranteed interest contracts 42,033,635 44,282,437 ------------ ------------ Total $ 54,404,510 $ 60,166,171 ============ ============ Investment income: Interest and dividends $ 1,851,118 $ 2,516,222 Net appreciation in fair value of common trust fund 1,800,171 939,580 ------------ ------------ Total investment income $ 3,651,289 $ 3,455,802 ============ ============ 10
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Note 3 - Investments (Continued) 2001 2000 ------------ ------------ Pooled Stock Master Trusts Investments at fair value: SPX Corporation common stock $ 8,578,291 $ - United Dominion Industries Limited common stock - 3,545,063 Cash 137,166 73,279 ----------- ----------- Total $ 8,715,457 $ 3,618,342 =========== =========== Investment income (loss): Interest and dividends $ 39,839 $ 90,453 Net appreciation (depreciation) in fair value of common stock 5,402,841 (1,617,154) ----------- ----------- Total investment income (loss) $ 5,442,680 $(1,526,701) =========== =========== Investments, other than the Plan's interest in the Pooled Stock Master Trusts, that represent 5 percent or more of the Plan's net assets are separately identified as follows: 2001 2000 ------------- ------------- AXP New Dimensions Fund $ 39,879,766 $ 62,901,577 AIM Constellation Fund 19,368,540 31,139,050 AETC - Collective Equity Index I Fund 15,764,952 22,775,945 American Century Income and Growth Fund 17,660,276 23,479,207 Dreyfus Founders Balanced Fund 14,935,021 21,557,589 Note 4 - Related Party Transactions Certain Plan investments are shares of a fund managed by American Express Trust Company. American Express Trust Company is the trustee as defined by the Plan. These transactions qualify as party-in-interest. 11
United Dominion Industries, Inc. Compass Plan Notes to Financial Statements December 31, 2001 and 2000 Note 5 - Nonexempt Transactions Included in employee contributions receivable at December 31, 2000 are participant contribution withholdings of $95,731 that were not remitted to the Plan and credited to the participants' accounts within the time-frame required by the Department of Labor. The Company identified the affected participants and has remitted the contributions to the Plan and reimbursed the affected participants for lost earnings. During the year ended December 31, 2000, certain participant loan repayments of $7,610 were not credited to the participants' accounts on a timely basis. The Company identified the affected participants and remitted the loan payments to the Plan and reimbursed the participants for lost earnings. Note 6 - Asset Transfers During 2001, assets of plans sponsored by SPX Corporation for divisions that were sold were transferred to successor plans. During 2000, assets of plans sponsored by divisions of United Dominion Industries, Inc. were merged with this Plan or the related hourly plan, United Dominion Industries, Inc. Hourly Compass Plan. These transfers are reflected in the accompanying financial statements. Note 7 - Subsequent Event In January 2002, the Plan was merged with the SPX Corporation Retirement Savings and Stock Ownership Plan. Accordingly, the assets of this Plan were transferred from American Express Trust Company to Fidelity Management Trust Company. 12
United Dominion Industries, Inc. Compass Plan Schedule of Assets Held for Investment Purposes Form 5500, Schedule H, Item 4i EIN 98-0013789, Plan 031 December 31, 2001 (a) (b) (c) (d) (e) Identity of Issuer Description Cost Current Value - -------------------------- --------------------------------------------- ------- ---------------- American Express Trust Co. Cash * $ 222,348 American Express Trust Co. Templeton Foreign Fund - Mutual fund * 7,913,520 American Express Trust Co. AXP New Dimensions Fund - Mutual fund * 39,879,766 American Express Trust Co. AXP Selective Fund - Mutual fund * 7,623,242 American Express Trust Co. AETC - Collective Equity Index I Fund - Common trust fund * 15,764,952 American Express Trust Co. AIM Constellation Fund - Mutual fund * 19,368,540 American Express Trust Co. American Century Income and Growth Fund - Mutual fund * 17,660,276 American Express Trust Co. Dreyfus Founders Balanced Fund - Mutual fund * 14,935,021 Participants Participant loans with interest ranging from 6 per cent to 10.5 per cent - 5,579,050 * Cost information not required The above schedule excludes the Plan's interest in master trusts, as required by the Department of Labor's Rules and Regulations under the Employee Retirement Income Security Act of 1974. Schedule 1
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. UNITED DOMINION INDUSTRIES, INC. COMPASS PLAN By: United Dominion Industries, Inc. Management Pension Committee Date: July 12, 2002 By: /s/ Christopher J. Kearney ------------------- --------------------------------- Christopher J. Kearney Vice President, Secretary and General Counsel of SPX Corporation
Exhibit Index Exhibit No. Description - ----------- ----------- 23.1 Consent of KPMG LLP 23.2 Consent of Plante & Moran, LLP
Exhibit 23.1 [KPMG LLP letterhead] Independent Auditors' Consent The Board of Directors SPX Corporation: We consent to the incorporation by reference in the registration statement (No. 333-61766) on Form S-8 of United Dominion Industries, Inc. Compass Plan (the "Plan"), of our report dated July 13, 2001, relating to the statement of net assets available for benefits of the Plan as of December 31, 2000, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the December 31, 2001 annual report on Form 11-K of the Plan. /s/ KPMG LLP Charlotte, North Carolina July 9, 2002
Exhibit 23.2 [Plante & Moran, LLP letterhead] Independent Auditor's Consent We consent to the incorporation by reference in the registration statement (No. 333-61766) on Form S-8 of our report dated June 18, 2002 appearing in the Annual Report on Form 11-K of United Dominion Industries, Inc. Compass Plan for the year ended December 31, 2001. /s/ Plante & Moran, LLP Southfield, Michigan July 11, 2002