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):  February 25, 2009

SPX CORPORATION

(Exact Name of Registrant as specified in 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 Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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 February 25, 2009, SPX Corporation (the “Company”) 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.  Free cash flow from continuing operations is defined, for purposes of this press release, as cash flow from continuing operations less capital expenditures from continuing operations. The Company’s management believes that free cash flow from continuing operations is 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, mandatory and discretionary debt reduction and acquisitions or other strategic investments. In addition, although the use of free cash flow from continuing operations is limited by the fact that the measure can exclude certain cash items that are within management’s discretion, free cash flow from continuing operations is a factor used by the Company’s management in internal evaluations of the overall performance of its business.  Free cash flow from continuing operations is not a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”), and should not be considered a substitute for cash flows from operating activities as determined in accordance with GAAP, should be used in combination with cash flows from operating activities as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.

The press release also contains disclosure regarding organic revenue growth (decline), which is defined, for purposes of this press release, as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions and divestitures.  The Company’s management believes that this metric is a useful financial measure for investors in evaluating its operating performance for the periods presented because excluding the effect of currency fluctuations and acquisitions and dispositions, as well as changes in accounting classifications, when read in conjunction with the Company’s revenues, presents a useful tool to evaluate the Company’s ongoing operations and provides investors with a tool they can use to evaluate the Company’s management of assets held from period to period.  In addition, organic revenue growth (decline) is one of the factors the Company’s management uses in internal evaluations of the overall performance of its business. This metric, however, is not a measure of financial performance in accordance with GAAP and should not be considered a substitute for revenue growth (decline) as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

The press release also contains disclosure of adjusted net income per share, which is defined, for purposes of this press release, as diluted net income per share from continuing operations excluding asset impairment charges, certain tax benefits from the settlement of historical tax matters, settlement of legal matters and reductions in some tax benefits that are not indicative of the Company’s normalized tax rate.  The Company’s management views the positive impact of the tax benefits as anomalous and none of the asset impairment, tax impacts or

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legal settlement to be indicative of the Company’s ongoing operating performance.  The Company’s management believes adjusted net income per share, when read in conjunction with diluted net income per share from continuing operations, gives investors a useful tool to assess and understand the Company’s overall financial performance, especially when comparing results with previous periods or forecasting performance for future periods, primarily because it excludes items of income that the Company believes are not reflective of its ongoing operating performance, allowing for a better period-to-period comparison of core operations and growth of the Company.  Additionally, the Company’s management uses adjusted diluted net income per share exclusive of the items listed above as one measure of the Company’s performance.  The adjusted diluted net income per share measure does not provide investors with an accurate measure of the actual diluted net income per share earned by the Company and should not be considered a substitute for diluted net income per share from continuing operations as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

Refer to the tables included in the press release for the components of the Company’s free cash flow from continuing operations, organic revenue growth (decline), and adjusted net income per share, and for the reconciliations to their respective 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.

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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

Exhibit 99.1

NEWS RELEASE

SPX REPORTS FOURTH QUARTER 2008 RESULTS

Revenues and Segment Income up 17%

Adjusted Earnings Per Share from Continuing Operations Exceeds Guidance

CHARLOTTE, NC — February 25, 2009 — SPX Corporation (NYSE:SPW) today reported results for the fourth quarter and year ended December 31, 2008:

Fourth Quarter Highlights:

·                  Revenues increased 16.9% to $1.51 billion from $1.29 billion in the year-ago quarter.  Organic revenue growth* was 6.7%, while completed acquisitions increased reported revenues by 14.5%. Currency fluctuations decreased reported revenues by 4.3%.

·                  Segment income and margins were $226.5 million and 15.0%, compared with $193.8 million and 15.0% in the year-ago quarter.

·                  Diluted net income per share from continuing operations was a loss of $0.20, compared with income of $1.85 in the year-ago quarter.  Fourth quarter 2008 results include a non-cash charge of $123.0 million ($119.4, net of tax), or $2.26 per share, for impairment of intangible assets at the company’s boiler unit. This charge was taken in conjunction with the company’s year-end impairment testing as required under SFAS No. 142, and resulted from the impact of the substantial deterioration in economic conditions in the fourth quarter of 2008.

·                  Adjusted net income per share from continuing operations* was $2.06, excluding the impact of the impairment charge noted above, as compared to the company’s guidance of $1.90 to $2.00.

·                  Net cash from continuing operations was $253.7 million, compared with $280.3 million in 2007. Increased cash spending for restructuring actions, primarily associated with the integration of APV, drove the majority of the decline.

·                  Free cash flow from continuing operations* during the quarter was $213.6 million, compared with $244.6 million in the year-ago quarter.  The decrease was due primarily to the cash restructuring noted above and increased capital expenditures to support the continued growth in the company.

Full Year 2008 Highlights:

·                  Revenues increased 28.0% to $5.85 billion from $4.58 billion in 2007.  Organic revenue growth* was 6.2%, while completed acquisitions and the impact of currency fluctuations increased reported revenues by 20.3% and 1.5%, respectively.

·                  Segment income and margins were $801.6 million and 13.7%, compared with $606.2 million and 13.2% in 2007.

·                  Diluted net income per share from continuing operations was $4.68, compared with $5.23 in 2007.  The primary driver of the decrease was the Q4 non-cash impairment charge of $119.4 million, net of tax, noted previously. For the full year, this charge equates to a charge of $2.21 per share.

·                  Adjusted net income per share from continuing operations* was $6.53, as compared to the company’s guidance of $6.40 to $6.50, and $4.85 in 2007.  The primary driver of the improvement over 2007 was increased segment income.

·                  Net cash from continuing operations was $404.7 million, compared with $411.1 million in 2007. Free cash flow from continuing operations* was $288.3 million, compared with $328.5 million in 2007. The primary driver of the decline in free cash flow was increased

capital expenditures in 2008 to support the continued growth of the company.

Chris Kearney, Chairman, President and CEO said, “2008 was a very strong year for SPX.  We continued to deliver growth and improvement across the company, reduced our debt and leverage statistics, improved our processes and enhanced our talent base around the world. We also made substantial strategic progress, monetizing non-core assets and initiating the integration of our APV acquisition.

“However, global economic conditions changed drastically in the final months of the year, and we were not immune to these events. We experienced backlog declines in the fourth quarter, and were required to record an impairment charge to the asset value of one of our businesses. The first quarter of 2009 continues to be difficult for our customers, and we are anticipating that trend will continue throughout the year. Nevertheless, we remain squarely focused on managing the company through these difficult conditions, and our strong liquidity will enable us to be flexible in executing on our long term strategy for growth.” Kearney concluded.

FINANCIAL HIGHLIGHTS — CONTINUING OPERATIONS

Flow Technology

Revenues for the fourth quarter of 2008 were $479.1 million compared to $310.5 million in the fourth quarter of 2007, an increase of $168.6 million, or 54.3%.  The increase was due primarily to the acquisition of APV and organic revenue growth* of 3.4%. The organic revenue growth related primarily to strong sales into the power and oil and gas markets, as well as pricing improvements and new product introductions.  The impact of currency fluctuations decreased revenues by 8.4% from the year-ago quarter.

Segment income was $71.2 million, or 14.9% of revenues, in the fourth quarter of 2008 compared to $50.8 million, or 16.4% of revenues, in the fourth quarter of 2007.  The

increase in segment income was due primarily to the APV acquisition, as well as the strong level of organic growth. The decline in segment margins was also due to the APV acquisition, which currently operates at margins below the rest of the segment, offset partially by margin expansion in the remainder of the segment.

Test and Measurement

Revenues for the fourth quarter of 2008 were $250.3 million compared to $315.0 million in the fourth quarter of 2007, a decrease of $64.7 million, or 20.5%.  Organic revenues* declined 17.1%, due primarily to lower North American aftermarket and dealer equipment tool volumes.  The impact of currency fluctuations decreased revenues by 4.3% from the year-ago quarter.

Segment income was $18.0 million, or 7.2% of revenues, in the fourth quarter of 2008 compared to $40.9 million, or 13.0% of revenues, in the fourth quarter of 2007.  The decline in segment income and margins was due primarily to the organic revenue decline noted above.

Thermal Equipment and Services

Revenues for the fourth quarter of 2008 were $497.1 million compared to $437.6 million in the fourth quarter of 2007, an increase of $59.5 million, or 13.6%.  Organic revenues* increased 16.9% in the quarter, driven by continued strength in global power equipment sales as well as timing of large project revenues. The impact of currency fluctuations decreased reported revenues by 3.3% from the year-ago quarter.

Segment income was $70.0 million, or 14.1% of revenues, in the fourth quarter of 2008 compared to $52.3 million, or 12.0% of revenues, in the fourth quarter of 2007.  The increase in segment income and margins was due primarily to the organic growth noted above, as well as improved project mix in 2008.

Industrial Products and Services

Revenues for the fourth quarter of 2008 were $281.2 million compared to $226.5 million in the fourth quarter of 2007, an increase of $54.7 million, or 24.2%.  The increase was due primarily to organic revenue growth* of 25.0%, related largely to increased sales of domestic power transformers and crystal growing equipment.  The impact of currency fluctuations decreased revenues by 0.8% from the year-ago quarter.

Segment income was $67.3 million, or 23.9% of revenues, in the fourth quarter of 2008 compared to $49.8 million, or 22.0% of revenues, in the fourth quarter of 2007.  The increase in segment income and margins was driven largely by the organic growth noted above, in addition to manufacturing efficiencies achieved from continuous improvement initiatives across the segment.

OTHER ITEMS

Dividend:   On February 23, 2009, the Board of Directors announced a quarterly dividend of $0.25 per common share payable on April 2, 2009, to shareholders of record on March 13, 2009.  The fourth quarter 2008 dividend of $0.25 per common share was paid on January 2, 2009.

Share Repurchases:  On September19, 2008, the company announced that it had adopted a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of up to 3.0 million shares of its common stock on or before October 30, 2009, in accordance with a share repurchase program authorized by its Board of Directors.

On December 18, 2008, the company announced that the repurchases under that plan had been completed, and that it had adopted an additional written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of up to 3.0 million additional shares of its common stock on or before December 31, 2009,

in accordance with a share repurchase program authorized by its Board of Directors.

During the fourth quarter, the company repurchased a total of 3.6 million shares of its common stock for $122.9 million. In 2009, through February 24, the company has repurchased 1.9 million shares of its common stock for $82.5 million.

Discontinued Operations:  During the third quarter of 2008, the company committed to a plan to divest two product lines, one previously reported in its Flow Technology segment and one previously reported in its Test and Measurement segment. The sales of these product lines have been completed.

During the fourth quarter of 2008, the company committed to a plan to divest a product line which was previously reported in its Industrial Products and Services segment.  This sale is expected to be completed in 2009.

The financial condition, results of operations, cash flows and any gain or loss anticipated or realized from the sale of the product lines discussed above have been reported as discontinued operations in the attached condensed consolidated financial statements.

Form 10-K:  The company expects to file its annual report on Form 10-K for the year ended December 31, 2008 with the Securities and Exchange Commission by March 2, 2009.  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 Fortune 500 multi-industry manufacturing leader. The company offers highly-specialized engineered solutions to solve critical problems for customers.

SPX is focused on providing solutions that support the expansion of global infrastructure, with particular emphasis on the growing worldwide demand for energy and power. Its innovative product portfolio, containing many energy

efficient products, includes cooling systems for power plants throughout the world; custom engineered process equipment that assists a variety of flow processes including food and beverage manufacturing, oil and gas exploration, distribution and refinement and power generation; handheld diagnostic tools that aid in vehicle maintenance and repair; and power transformers that regulate voltage for electrical transmission and distribution by utility companies.

SPX is headquartered in Charlotte, North Carolina and employs more than 17,000 people worldwide in over 35 countries. Visit www.spx.com. (NYSE: SPW)

* Non-GAAP number. See attached financial schedules for reconciliation to most comparable GAAP number.

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 annual reports on Form 10-K, quarterly reports on Form 10-Q, and other.  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.

Contact:

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)

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CONSOLIDATED BALANCE SHEETS

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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RESULTS OF OPERATIONS BY SEGMENT

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ORGANIC REVENUE GROWTH RECONCILIATION

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FREE CASH FLOW  RECONCILIATION

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CASH AND DEBT RECONCILIATION

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