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, 2010

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, 2010, 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 operating 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 decline, which is defined, for purposes of this press release, as revenue decline excluding the effects of foreign currency fluctuations and acquisitions.  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, 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 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 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 from continuing operations, which is defined, for purposes of this press release, as diluted net income (loss) per share from continuing operations excluding impairment charges for goodwill and other intangible assets, and certain tax benefits the Company recorded in the fourth quarter in connection with a recapitalization of certain entities in Europe, for which the tax impact was not included in guidance given by the Company earlier in the year.  The Company’s management views the positive impact of the tax benefits as anomalous and the impairment charges not to be

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indicative of the Company’s ongoing operating performance.  In addition, we have adjusted fourth quarter 2009 diluted net income per share from continuing operations by $0.02 for the dilutive impact of outstanding stock awards.  Pursuant to the requirements of GAAP, we do not include the effect of outstanding stock awards in the dilutive share count when calculating earnings per share in a reporting period with a net loss, but do include the dilutive effect of these outstanding stock awards when calculating earnings per share in a reporting period with net income.  Because the adjusted earnings for the fourth quarter 2009 were positive, we are reporting the adjusted earnings per share from continuing operations number using the dilutive share count, which results in a $0.02 per-share adjustment.  The Company’s management believes adjusted net income per share from continuing operations, 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 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 from continuing operations as one measure of the Company’s performance.  The adjusted diluted net income per share from continuing operations measure does not provide investors with an accurate measure of the GAAP diluted net income per share and should not be considered a substitute for GAAP diluted net income per share from continuing operations, 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 decline, and adjusted net income per share from continuing operations, 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

SPX REPORTS FOURTH QUARTER 2009 RESULTS

Adjusted Earnings Per Share from Continuing Operations at Mid-Point of Guidance Range

Net Cash from Continuing Operations of $225.9 Million

CHARLOTTE, NC — February 25, 2010 — SPX Corporation (NYSE:SPW) today reported results for the fourth quarter and year ended December 31, 2009:

Fourth Quarter Highlights:

·      Revenues decreased 12.1% to $1.32 billion from $1.51 billion in the year-ago quarter.  Organic revenues* declined 16.7%, while completed acquisitions and the impact of currency fluctuations increased reported revenues by 0.4% and 4.2%, respectively.

·      Segment income and margins were $168.6 million and 12.7%, compared with $226.6 million and 15.0% in the year-ago quarter.

·      Diluted net income per share from continuing operations was a loss of $1.63, compared with a loss of $0.20 in the year-ago quarter.  The fourth quarter 2009 results include the following items:

·      Non-cash impairment charges of $194.8 million ($169.2 million, net of tax), or $3.39 per share, primarily for the previously announced impairment of goodwill at the company’s specialty diagnostic service tools business, and

·      A tax benefit of $21.5 million, or $0.43 per share, associated with the recapitalization of certain entities in Europe.

·      Adjusted net income per share from continuing operations* was $1.35, excluding the impact of the

items noted above and adjusting for the dilutive effect of outstanding stock awards, as compared to the company’s guidance of $1.25 to $1.45.

·      Net cash from continuing operations was $225.9 million, compared with $257.7 million in the year-ago quarter. The decline in cash flow was due primarily to lower earnings and increased spending on restructuring, which more than offset a significant reduction in working capital, largely attributed to higher than anticipated cash receipts in the last week of the quarter.

·      Free cash flow from continuing operations* during the quarter was $192.8 million, compared with $217.6 million in the year-ago quarter.  The decrease was due primarily to the items noted above, partially offset by lower capital expenditures.

Full Year 2009 Highlights:

·      Revenues decreased 16.9% to $4.85 billion from $5.84 billion in 2008.  Organic revenues declined 14.5%, while completed acquisitions and currency fluctuations impacted reported revenues by 0.2% and (2.6)%, respectively.

·      Segment income and margins were $587.1 million and 12.1%, compared with $800.3 million and 13.7% in 2008.

·      Diluted net income per share from continuing operations was $0.93, compared with $4.64 in 2008.  The impairment charges and tax benefit noted previously impacted full year earnings per share by $(3.40) and $0.43, respectively.

·      Adjusted net income per share from continuing operations was $3.90, excluding the items noted above, as compared to the company’s guidance of $3.80 to $4.00.

·      Net cash from continuing operations was $461.6 million, compared with $407.0 million in 2008.  Free cash flow from continuing operations was $368.8 million, compared

with $290.6 million in 2008.  The increase in cash flow was due primarily to improved working capital performance and lower capital expenditures, which more than offset lower earnings and increased spending on restructuring.

“The challenges of the global recession resulted in weaker market demand in 2009.  Faced with these challenges we focused our efforts on operating execution, reducing our cost base, and maintaining strong liquidity, while at the same time continuing to invest in new product development and global expansion,” said Christopher J. Kearney, Chairman, President and Chief Executive Officer of SPX. “We believe these actions have us better positioned for growth when economic conditions improve and our markets recover.”

“Our primary technologies today support three critical components of modern societies: electricity; processed foods and beverages; and vehicle service,” Kearney added. “Our focus on these end markets, particularly in emerging regions of the world, has been key to our success in recent years and we believe the fundamental drivers behind the continued expansion of these markets point toward positive long-term growth for SPX moving forward.”

FINANCIAL HIGHLIGHTS — CONTINUING OPERATIONS

Flow Technology

Revenues for the fourth quarter of 2009 were $437.9 million compared to $479.1 million in the fourth quarter of 2008, a decrease of $41.2 million, or 8.6%.  Organic revenues declined 14.5%, driven by softness across all the segment’s key end markets.  The impact of currency fluctuations increased revenues by 5.9% from the year-ago quarter.

Segment income was $62.7 million, or 14.3% of revenues, in the fourth quarter of 2009 compared to $71.2 million, or 14.9% of revenues, in the fourth quarter of 2008.  Segment income and margin declined due primarily to the organic decline noted above, offset partially by the benefits from

restructuring and APV integration actions taken in 2008 and 2009.

Test and Measurement

Revenues for the fourth quarter of 2009 were $219.2 million compared to $250.3 million in the fourth quarter of 2008, a decrease of $31.1 million, or 12.4%.  Organic revenues declined 16.7%, driven primarily by the continued difficulties being experienced by vehicle manufacturers and their dealer service networks.  The impact of currency fluctuations increased revenues by 4.3% from the year-ago quarter.

Segment income was $19.4 million, or 8.9% of revenues, in the fourth quarter of 2009 compared to $18.0 million, or 7.2% of revenues, in the fourth quarter of 2008.  The increase in segment income and margins was due primarily to the benefits realized from cost reduction and restructuring initiatives as well as a favorable fourth quarter 2009 LIFO adjustment of $4.1 million resulting from a reduction in year-end inventories.  These items were partially offset by the organic revenue decline noted above.

Thermal Equipment and Services

Revenues for the fourth quarter of 2009 were $488.2 million compared to $497.1 million in the fourth quarter of 2008, a decrease of $8.9 million, or 1.8%.  Organic revenues declined 7.7% in the quarter, driven primarily by project timing for cooling systems and lower demand for seasonal heating products. Completed acquisitions and the impact of currency fluctuations increased reported revenues by 1.1% and 4.8%, respectively, from the year-ago quarter.

Segment income was $63.0 million, or 12.9% of revenues, in the fourth quarter of 2009 compared to $70.0 million, or 14.1% of revenues, in the fourth quarter of 2008.  The decline in segment income and margins was due primarily to the organic decline noted above, as well as unfavorable project mix in 2009. These declines were partially offset by the acquisition and currency benefits noted above.

Industrial Products and Services

Revenues for the fourth quarter of 2009 were $178.8 million compared to $279.3 million in the fourth quarter of 2008, a decrease of $100.5 million, or 36.0%.  Organic revenues declined 36.3% in the quarter, driven primarily by volume and pricing declines for power transformers and continued softness in the solar crystal grower product line.  The impact of currency fluctuations increased revenues by 0.3% from the year-ago quarter.

Segment income was $23.5 million, or 13.1% of revenues, in the fourth quarter of 2009 compared to $67.4 million, or 24.1% of revenues, in the fourth quarter of 2008.  The decrease in segment income and margins was driven largely by the organic declines noted above.

OTHER ITEMS

Dividend:   On February 19, 2010, the company announced that its Board of Directors had declared a quarterly dividend of $0.25 per common share payable on April 6, 2010, to shareholders of record on March 15, 2010.  The third quarter 2009 dividend of $0.25 per common share was paid on October 2, 2009.  The fourth quarter 2009 dividend of $0.25 per common share was paid on January 5, 2010.

Discontinued Operations:  During the fourth quarter of 2008, the company committed to a plan to divest its automotive filtration solutions product line, which was previously reported in the Industrial Products and Services segment.  The sale of this product line has been completed.

During the second quarter of 2009, the company committed to a plan to divest a product line that was previously reported in the Industrial Products and Services segment.  In February 2010, the company completed the sale of this product line.

The financial condition, results of operations, cash flows and any anticipated or realized loss 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, 2009 with the Securities and Exchange Commission by March 1, 2010.  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 (NYSE: SPW) is a Fortune 500 multi-industry manufacturing leader that provides its customers with highly-specialized, engineered solutions to solve critical business issues.

SPX products and technologies play an important role in the expansion of global infrastructure to help meet increased demand for power and energy and support many different sources of power generation, including coal and natural gas, nuclear, solar and geothermal. The company’s innovative product portfolio, containing many energy efficient products, includes cooling systems for power plants throughout the world; highly advanced food processing components and turnkey, scalable systems serving the global food and beverage industry; process equipment that assists a variety of flow processes including oil and gas exploration, distribution and refinement and power generation; handheld diagnostic tools that aid in vehicle maintenance and repair; and power transformers that allow utility companies to regulate electric voltage, transmission and distribution.

With headquarters in Charlotte, North Carolina, SPX has 15,000 employees in more than 35 countries worldwide. Visit www.spx.com.

* 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 and quarterly reports on Form 10-Q.  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. Statements in this press release speak only as of the date of this press release, and SPX disclaims any responsibility to update or revise such statements.

Contact:

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)

(1) Diluted loss per share for the three months ended December 31, 2009 and 2008 is anti-dilutive and therefore is the same as the basic loss per share.

(2) Had we been in an income position, the diluted number of shares outstanding would have been 49.843 and 53.556 for the quarters ended December 31, 2009 and 2008, respectively.

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)

SPX CORPORATION AND SUBSIDIARIES

ORGANIC REVENUE RECONCILIATION

(Unaudited)