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United States securities and exchange commission logo
August 5, 2022
James Harris
Chief Financial Officer
SPX Corporation
6325 Ardrey Kell Road
Suite 400
Charlotte, NC 28277
Re: SPX Corporation
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 25,
2022
Form 8-K furnished
on February 23, 2022
File No. 001-06948
Dear Mr. Harris:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Continuing Operations
Other Operating Expenses, net, page 28
1. We note that you
recorded significant charges related to the reversal of the contingent
consideration liability
and the impairment of goodwill in this line item yet you provide no
disclosure here
regarding those charges. Please revise to disclose the nature of all material
changes within the line
item, including where material changes offset one another. Refer
to Item 303(b) of
Regulation S-K.
James Harris
FirstName LastNameJames Harris
SPX Corporation
Comapany
August NameSPX Corporation
5, 2022
August
Page 2 5, 2022 Page 2
FirstName LastName
Consolidated Financial Statements
Consolidated Statements of Operations, page 54
2. We note you recorded the third quarter impairment charge of $24.3
million within "other
operating expenses, net." Please revise to present this within the
line item "impairment of
goodwill and intangible assets." Refer to ASC 350-20-45-2.
Form 8-K furnished on February 23, 2022
Exhibit 99.1
3. We note in the table on page two that you disclose "Segment Income" on
a consolidated
basis. Please revise to label this as a non-GAAP measure. Refer to
Question 104.04 of
the Non-GAAP Compliance and Disclosure Interpretations.
4. We note you discuss fluctuations in adjusted segment income and
adjusted segment
income margin, both non-GAAP measures. Please revise to include
similar discussion of
the related GAAP measures segment income and segment income margin
with equal or
greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
5. In footnote (2) to the Non-GAAP Operating Income reconciliation table,
you
describe three adjustments in fiscal year 2021 that total $7.5
million; however, the
adjustment shown in the table is $13.0 million. Please tell us to what
the additional $5.5
million relates to.
6. We note that you disclose several non-GAAP measures which exclude
various
adjustments but provide no disclosure regarding how the measures are
useful to an
investor. Please revise to disclose how management uses the measures
and why you
believe the measures provide useful information to investors regarding
your performance.
Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology