UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 1, 2006

SPX CORPORATION

(Exact name of registrant as specified in its charter)

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (704) 752-4400

NOT APPLICABLE

(Former name or former address if changed since last)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On March 1, 2006, we issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference.

The press release incorporated by reference into this Item 2.02 contains disclosure regarding free cash flow from continuing operations, which is defined as cash flows from operating activities less capital expenditures. Our management believes that free cash flow from continuing operations  can be a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies, since it provides insight into the cash flow available to fund such things as equity repurchases, dividends, debt reduction and acquisitions or other strategic investments. In addition, free cash flow from continuing operations is one of the factors used by our management in internal evaluations of the overall performance of our business. Free cash flow from continuing operations, however, is not a measure of financial performance under GAAP, should not be considered a substitute for cash flows from operating activities as determined in accordance with GAAP as a measure of liquidity, and may not be comparable to similarly titled measures reported by other companies. In addition, free cash flow from continuing operations is not a direct measure of cash flow available for discretionary spending, since non-discretionary expenditures, such as debt service, are not deducted from free cash flow from continuing operations.

The press release also contains disclosure regarding organic revenue growth (decline), which is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions and divestitures.  Our management believes that this metric can be a useful financial measure for investors in evaluating the normal operating performance of the company for the periods presented because excluding the effect of currency fluctuations and acquisitions and dispositions, when read in conjunction with our revenues, presents a clearer picture of our management of the ongoing operations of our company and provides investors with a tool they can use to evaluate our management of assets held from period to period.   In addition, organic revenue growth (decline) is one of the factors used by our management in internal evaluations of the overall performance of our business.  This metric, however, is not a measure of financial performance under GAAP and should not be considered a substitute for revenue growth (decline) as determined in accordance with GAAP.

The press release also contains disclosure on pro forma earnings per share, which excludes the impact of certain transactions during the periods presented.  Our management believes that this metric can be a useful financial measure for investors in evaluating the normal operating performance of the company for the periods presented because it excludes items that are either non-recurring in nature or not an accurate reflection of the underlying growth of the company.  This metric, however, is not a measure of financial performance under GAAP and should not be considered a substitute for revenue growth (decline) as determined in accordance with GAAP.

Refer to the tables included in the press release for the components of our free cash flow from continuing operations, pro forma earnings per share and organic revenue growth and for the reconciliations to their most comparable GAAP measures.

The information in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.              Financial Statements and Exhibits.

The following exhibit is filed herewith.

SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

S-1

EXHIBIT INDEX

E-1

Exhibit 99.1

Contact: Jeremy W. Smeltser (Investors)

704-752-4478

E-mail:  investor@spx.com

Tina Betlejewski (Media)

704-752-4454

E-mail:  spx@spx.com

SPX REPORTS FOURTH QUARTER 2005 RESULTS

Revenues up 7%, Segment Income up 20%

Free Cash Flow from Continuing Operations Exceeded Targets

CHARLOTTE, NC – March 1, 2006 – SPX Corporation (NYSE:SPW) today reported results for the fourth quarter and year ended December 31, 2005:

Fourth Quarter Highlights:

•                  Revenues increased 6.8% to $1.19 billion from $1.12 billion in the year-ago quarter. Organic revenue growth (revenue growth over the year-ago quarter excluding the effects of foreign currency fluctuations and acquisitions and divestitures) was 10.2%, while completed acquisitions and the impact of currency fluctuations combined to reduce reported revenues by 1.6%. Reported revenues were reduced by 1.8% due to a change in classification of certain sales program costs in our Test and Measurement segment during 2005.

•                  Segment income and margins were $153.1 million and 12.8%, compared with $127.2 million and 11.4% in the year-ago quarter.

•                  Diluted net income per share was $0.73, compared with a loss of $1.50 in the year-ago quarter. Fourth quarter results were impacted by a number of items, including:

•                  Non-cash charges for impairment of goodwill and other intangible assets of $78.2 million ($1.06 per share) in 2005 and $175.3 million ($2.24 per share) in 2004.

•                  Income from discontinued operations of $64.3 million ($0.99 per share) in 2005 and $27.6 million ($0.37 per share) in 2004.

•                  An additional fourth quarter 2005 income tax provision of $43.6 million ($0.67 per share) due to taxes on the repatriation of foreign earnings to the United States.

•                  Pro forma earnings per share on the basis of the company’s earnings guidance were $1.08, compared to the company’s guidance of $1.06 per share.

•                  Free cash flow from continuing operations during the quarter was $209.8 million, compared with $61.1 million in the year-ago quarter. The improvement was due primarily to higher segment income and improved working capital performance.

Full Year 2005 Highlights:

•                  Revenues increased 4.8% to $4.29 billion from $4.10 billion in 2004. Organic revenue growth (revenue growth over the year-ago period excluding the effects of foreign currency fluctuations and acquisitions and divestitures) was 4.3%, while completed acquisitions, the impact of currency fluctuations, and the change in classification of certain sales program costs previously noted combined to increase reported revenues by 0.5%.

•                  Segment income and margins were $443.9 million and 10.3%, compared with $411.6 million and 10.0% in 2004.

•                  Diluted net income per share was $15.33, compared with a loss of $0.23 in 2004. The 2005 and 2004 results included non-cash charges for impairment of goodwill and other intangible assets of $78.2 million ($0.96 per share) and $246.8 million ($3.06 per share), respectively, and income from discontinued operations of $1.1 billion ($15.61 per share) and $99.4 million ($1.34 per share), respectively.

•                  Pro forma earnings per share on the basis of the company’s earnings guidance were $2.62, compared to the company’s guidance of $2.60 per share.

•                  Free cash flow from continuing operations was $226.0 million, compared with a negative $33.3 million in the year-ago period. The improvement was due primarily to lower investments in working capital.

Chris Kearney, President and CEO said, “We are very pleased with our fourth quarter operating performance. Our organic revenue growth expanded to its highest level for the year at 10.2%, including double-digit organic growth in three of our four segments. This growth and our focus on continuous improvement via our operating initiatives led to segment margins of 12.8%, a 140 point increase over the year-ago quarter. In total, we met or exceeded all of our communicated financial targets - revenues, segment income, free cash flow and earnings per share.”

Mr. Kearney continued, “2005 was a successful year for SPX. We reduced our outstanding debt by over $1.7 billion, and returned over $700 million to our shareholders by way of cash dividends and the repurchase of 14.7 million shares of common stock. Our organic revenue growth continued in the 4% range, consistent with 2004, and we expect it to accelerate in 2006 to 5%. Segment margins expanded 30 points to 10.3%, and we anticipate an additional 50 points of improvement in 2006. Our free cash flow of $226.0 million exceeded our initial target by over 25%.”

Mr. Kearney concluded, “Our strong fourth quarter performance gives us momentum and confidence in meeting our 2006 financial commitments. As we look forward into 2006 and beyond, we see continued positive trends for SPX and our shareholders.”

FINANCIAL HIGHLIGHTS – CONTINUING OPERATIONS

Flow Technology

Revenues for the fourth quarter of 2005 were $241.0 million compared to $215.3 million in the fourth quarter of 2004, an increase of $25.7 million, or 11.9%. The increase was due to organic revenue growth of 15.4%, related primarily to strong demand in mining, petro-chemical, and sanitary markets. The impact of currency fluctuations decreased revenues by 3.5% from the year-ago quarter.

Segment income was $33.2 million, or 13.8% of revenues, in the fourth quarter of 2005 compared to $25.7 million, or 11.9% of revenues, in the fourth quarter of 2004. The increase in segment income and margins was due primarily to the strong level of organic growth, manufacturing efficiencies achieved from continuous improvement initiatives, and improved pricing, offset somewhat by increased raw material costs.

Test and Measurement

Revenues for the fourth quarter of 2005 were $281.3 million compared to $313.1 million in the fourth quarter of 2004, a decrease of $31.8 million, or 10.2%. The majority of this decrease was due to a change in classification of certain sales program costs, which reduced reported revenues by $19.9 million. The remainder of the decrease was due to a decline in organic revenues for the segment of 3.2% largely as a result of decreased revenues from fare collection systems. Completed acquisitions and the impact of currency fluctuations combined to decrease reported revenues by 0.6%.

Segment income was $42.7 million, or 15.2% of revenues, in the fourth quarter of 2005 compared to $41.7 million, or 13.3% of revenues, in the fourth quarter of 2004. The increase in segment income was due primarily to a shift to a more profitable mix of product sales and manufacturing efficiencies achieved from continuous improvement initiatives, offset somewhat by operating profit declines from fare collection systems. The change in classification of certain sales program costs had no impact on segment income, however, it did increase segment margins by 100 points in the quarter.

Thermal Equipment and Services

Revenues for the fourth quarter of 2005 were $355.8 million compared to $302.1 million in the fourth quarter of 2004, an increase of $53.7 million, or 17.8%. The increase was due to organic revenue growth of 20.4%, related largely to the strong demand for dry cooling products and thermal service and repair work in Asia and Europe, respectively. The impact of currency fluctuations decreased revenues by 2.6% from the year-ago quarter.

Segment income was $45.4 million, or 12.8% of revenues, in the fourth quarter of 2005 compared to $47.1 million, or 15.6% of revenues, in the fourth quarter of 2004. The decrease in segment income and margins was due primarily to lower margin service contracts in Europe and Asia, and additional selling, general and administrative costs to support the segment’s expansion in these regions.

Industrial Products and Services

Revenues for the fourth quarter of 2005 were $315.2 million compared to $286.7 million in the fourth quarter of 2004, an increase of $28.5 million, or 9.9%. The increase was due to organic revenue growth of 10.3%, related largely to increased demand for power transformers and aerospace components, somewhat offset by revenue decreases associated with declines in the domestic automotive market. The impact of currency fluctuations decreased revenues by 0.4% from the year-ago quarter.

Segment income was $31.8 million, or 10.1% of revenues, in the fourth quarter of 2005 compared to $12.7 million, or 4.4% of revenues, in the fourth quarter of 2004. The increase in segment income and margins was driven by improvements across the segment and can be attributed to strong organic growth from pricing and end market strength, and manufacturing efficiencies achieved from continuous improvement initiatives.

OTHER ITEMS

Share Repurchases:  During the fourth quarter of 2005, the company repurchased 6.9 million shares of its common stock for $316.8 million, of which $266.1 million had settled as of December 31, 2005. In 2005, the company repurchased 14.7 million shares of its common stock for $675.4 million, of which $624.7 million had settled as of December 31, 2005. In 2006, through February 24, the company has repurchased an additional 3.1 million shares for $145.3 million, and expects to repurchase a minimum of 0.7 million additional shares during 2006.

Discontinued Operations:  During the third quarter of 2005, the company committed to a plan to divest two non-strategic businesses, one each in the Industrial Products and Services and Flow Technology segments. Primarily as a result of these divestitures, the company recorded a gain on the sale of discontinued operations of $56.6 million, net of tax, during the fourth quarter of 2005.

During 2005, the company recorded proceeds from asset and business sales of $2.8 billion and recorded gains on the sales, net of taxes and transaction fees, of $1.1 billion, or $15.47 per share.

Impairment of Goodwill and Other Intangible Assets:  The company performs annual impairment testing of all reporting units in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”  In connection with the preparation of 2005 year-end consolidated financial statements and this annual impairment testing, the company determined that the fair values of its Air Filtration and Dock Products reporting units were less than the respective carrying values of their net assets.

Accordingly, the company recorded non-cash impairment charges in the fourth quarter of 2005 of $78.2 million.

Income Tax Provision:  The fourth quarter 2005 effective income tax rate for continuing operations was 150% of pre-tax income. This rate is expected to normalize to approximately 40% in 2006. The rate in the fourth quarter 2005 increased primarily as a result of taxes on the repatriation of foreign earnings to the United States and a limited tax benefit from the non-cash impairment charges mentioned above.

Minimum Pension Liability Adjustment:  Primarily as a result of lower discount rates and returns on plan assets, the company was required to record a minimum pension liability adjustment of $225.7 million, net of tax. This amount was recorded primarily as a reduction in other assets and accumulated other comprehensive income (loss) in the attached Consolidated Balance Sheets. However, the company was not required to make any cash contributions to its primary domestic pension plans in 2005, and expects no significant contributions in 2006.

Dividend:   On February 22, 2006, the Board of Directors announced a quarterly dividend of $0.25 per common share payable on April 1, 2006, to shareholders of record on March 15, 2006. The fourth quarter 2005 dividend of $0.25 per common share was paid on January 3, 2006.

Form 10-K:  The company expects to file its annual report on Form 10-K for the year ended December 31, 2005 with the Securities and Exchange Commission by March 16, 2006. This press release should be read in conjunction with that filing, which will be available on the company’s website at www.spx.com, in the Investor Relations section.

SPX Corporation is a leading global provider of flow technology, test and measurement solutions, thermal equipment and services and industrial products and services. For more information visit the company’s website at www.spx.com.

Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please read these results in conjunction with the company’s documents filed with the Securities and Exchange Commission, including the company’s quarterly report on Form 10-Q for the period ended September 30, 2005 and the company’s annual report on Form 10-K for the year ended December 31, 2004. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. The words “believe,” “expect,” “anticipate,” “estimate,” “guidance,” “target” and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company’s current complement of businesses, which is subject to change.

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

($ in millions, except per share amounts)

(1) Diluted loss per share for the quarter and year ended December 31, 2005 and 2004 is anti-dilutive and therefore has been adjusted to reflect basic loss per share.

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ in millions)

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

($ in millions)

SPX CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS BY SEGMENT

(Unaudited)

(in millions)

(1) Excludes results of discontinued operations.

SPX CORPORATION AND SUBSIDIARIES

CASH AND DEBT RECONCILIATION

(Unaudited)

($ in millions)

(1) Includes cash of discontinued operations of $3.9 and $7.1 as of December 31, 2005 and December 31, 2004, respectively.

(2) LYONs repayments include $1.8 of accreted interest that is a component of operational cash flow.

SPX CORPORATION AND SUBSIDIARIES

ORGANIC REVENUE GROWTH RECONCILIATION

(Unaudited)