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 12, 2015

SPX CORPORATION

(Exact Name of Registrant as specified in Charter)

13320 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:

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

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

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

oPre-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 12, 2015, 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, and adjusted free cash flow from continuing operations.  Free cash flow from continuing operations is defined as net cash from continuing operations less capital expenditures from continuing operations.  Adjusted free cash flow from continuing operations is defined as free cash flow from continuing operations excluding (i) taxes paid on the sale of the Company’s Thermal Products Solutions, SPX Precision Components, and Service Solutions businesses, as well as on the sale of its interest in the EGS Electrical Group, LLC and Subsidiaries (“EGS”) joint venture, (ii) tax and other payments relating to the planned spin-off of the Company’s Flow business, including taxes paid on the repatriation of cash by a foreign subsidiary, and (iii) a voluntary pension contribution, as well as an income tax benefit related to the voluntary pension contribution.  The Company’s management believes that each of free cash flow from continuing operations and adjusted free cash flow from continuing operations is a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies, since each 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.  The Company’s management also believes adjusted free cash flow from continuing operations to be a useful financial measure because excluding the one-time tax, planned spin-off and voluntary pension payments makes comparisons to other periods more meaningful, as these items are not indicative of the Company’s ongoing performance.  In addition, although the use of each of free cash flow from continuing operations and adjusted free cash flow from continuing operations is limited by the fact that the measures can exclude certain cash items that are within management’s discretion, free cash flow from continuing operations and adjusted free cash flow from continuing operations are factors used by the Company’s management in internal evaluations of the overall performance of its business.  Free cash flow from continuing operations and adjusted free cash flow from continuing operations are not measures of financial performance under accounting principles generally accepted in the United States (“GAAP”), and should not be considered substitutes 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 as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions/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 effects of currency fluctuations and acquisitions/divestitures, 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

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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 earnings per share from continuing operations, which is defined as diluted net income (loss) per share from continuing operations excluding: the gain on the sale of the Company’s EGS joint venture interest; charges related to the early extinguishment of the Company’s bonds due December 2014; non-service related items associated with the Company’s defined benefit pension and postretirement plans (i.e., interest cost, returns on plan assets, and actuarial gains/losses); costs related to the planned spin-off of the Company’s Flow business, including taxes related to the repatriation of cash by a foreign subsidiary; impairment charges on intangible and other long-term assets; adjustments relating to our large power projects in South Africa; any income tax effects of the preceding items; and discrete income tax items.  The Company’s management views the impact related to each of these items as not indicative of the Company’s ongoing performance, as all, except for the non-service related pension and postretirement items, generally are considered to be of a non-recurring nature.  The Company believes that inclusion of only the service cost and prior service cost components of pension and postretirement expense better reflects the ongoing costs of providing pension and postretirement benefits to its employees.  Other components of GAAP pension and postretirement expense are mainly driven by market performance, and the Company manages these separately from the operational performance of its business.  The Company believes adjusted earnings per share from continuing operations, when read in conjunction with diluted net income (loss) 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 or expense 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 earnings per share from continuing operations as one measure of the Company’s performance.  The adjusted earnings per share from continuing operations measure does not provide investors with an accurate measure of the actual diluted net income (loss) per share from continuing operations earned by the Company and should not be considered a substitute for diluted net income (loss) per share from continuing operations 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 consolidated EBITDA, meaning the EBITDA we report to the lenders under our credit facilities, which is defined as net income (loss) excluding:  income tax provision (benefit); net interest expense; depreciation and intangible amortization expense; non-cash compensation expense; non-cash impairments; pension adjustments; extraordinary non-cash charges; extraordinary non-recurring cash charges or gains; joint venture EBITDA adjustments; nets (gains) and losses on disposition of assets outside the ordinary course of business; and the pro forma effect of acquisitions and divestitures.  The Company views consolidated EBITDA, when read in conjunction with net income (loss), as giving investors the same useful tool routinely

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provided to our credit facility lenders to assess the health and prospects of our company.  Additionally, the Company’s management uses consolidated EBITDA as a measure of the Company’s performance.  Consolidated EBITDA does not provide investors with an accurate measure of, and should not be used as a substitute for, the Company’s net income (loss) 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 each of the Company’s non-GAAP numbers referred to above, and for the reconciliations of these numbers 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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Item 9.01.                                        Financial Statements and Exhibits.

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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 AND FULL YEAR 2014 RESULTS
AND PROVIDES 2015 FINANCIAL MODELING TARGETS

·                  Flow Technology Segment Income Margins Expanded 190 Points to 16.2%

·                  Adjusted Free Cash Flow* from Continuing Operations of $204 Million

·                  Adjusted EPS* from Continuing Operations of $2.36

·                  Completed $75 Million of Share Repurchases in the Quarter

CHARLOTTE, NC — February 12, 2015 — SPX Corporation (NYSE:SPW) today reported results for the fourth quarter and the year ended December 31, 2014 and provided 2015 financial modeling targets.

Fourth Quarter 2014 Overview:

·                  Revenues decreased 3.9% to $1.28 billion from $1.33 billion in the year-ago quarter.  Organic revenues* decreased 0.5%, due primarily to a $40 million reduction in revenue recognized on the power projects in South Africa.  Currency decreased revenues by 3.4%.

·                  Segment income and margins were $152.3 million and 11.9%, compared to $172.5 million and 13.0% in the year-ago quarter.

·            Q4 2014 segment income included a $25 million charge in the Thermal Equipment and Services segment related to additional costs and accruals on the South Africa projects.

·                  Net loss per share from continuing operations was $0.78, compared to diluted net income per share from continuing operations of $1.87 in the year-ago quarter.

·                  Q4 2014 net loss per share from continuing operations included the following notable items:

·            Non-cash pension expense of $1.45, due primarily to the annual mark-to-market adjustment;

·            Non-cash asset impairment charges of $0.74;

·            A charge of $0.46 related to additional costs and accruals on the South Africa projects;

·            Costs of $0.39 associated with the planned spin-off of the Flow business;

·            Income tax expense of $0.46 related to the repatriation of $92 million of cash; and

·            Income tax benefits of $0.36 related to various discrete income tax items.

·                  Excluding the items mentioned above, Q4 2014 adjusted diluted earnings per share from continuing operations were $2.36.

·                  Net cash generated from continuing operations was $140.0 million and included $58.4 million of income tax payments associated with gains on asset sales, $18.6 million of tax payments related to repatriation of cash from China and $7.0 million of cash outflows related to the planned spin-off.  In the year-ago quarter, net cash generated from continuing operations was $254.7 million.

·                  Adjusted free cash flow from continuing operations was $204.4 million, compared to $242.3 million in the year-ago quarter.

Full Year 2014 Overview:

·                  Revenues decreased 1.1% to $4.72 billion from $4.77 billion in the prior year.  Organic revenues* decreased 0.4%, due primarily to a $94 million reduction in revenue recognized on the large power projects in South Africa.  Currency decreased revenues by 0.7%.

·                  Segment income and margins improved to $522.1 million and 11.1%, compared to $510.1 million and 10.7% in the prior year.

·                  2014 segment income included a $34 million loss in the Thermal Equipment and Services reportable segment related to the South Africa projects.

·                  Diluted net income per share from continuing operations was $9.05, compared to diluted net income per share from continuing operations of $4.55 in the prior year.

·                  2014 diluted net income per share included the following notable items:

·                  Gain on asset sale of $7.34 attributable to the sale of the company’s joint venture interest in EGS Electrical Group, LLC;

·                  Non-cash pension expense of $1.73, due primarily to the annual mark-to-market adjustment;

·                  Non-cash asset impairment charges of $0.70;

·                  A charge of $0.47 related to the early extinguishment of debt;

·                  A charge of $0.44 related to additional costs and accruals on the South Africa projects;

·                  Costs of $0.39 associated with the planned spin-off of the Flow business;

·                  Income tax expense of $0.43 related to the repatriation of $92 million of cash; and

·                  Income tax benefits of $0.34 related to various discrete income tax items.

·                  Excluding the items mentioned above, 2014 adjusted diluted earnings per share from continuing operations were $5.53.

·                  Net cash generated from continuing operations was $81.7 million and included $235.0 million of income tax payments associated with gains on asset sales, $18.6 million of tax payments related to the repatriation of cash from China and $7.0 million of cash outflows related to the planned spin-off.  In the prior year, net cash generated from continuing operations was $111.6 million and included $115.0 million of tax payments associated with gains on asset sales and a $160.0 million discretionary pension contribution, net of taxes.

·                  Adjusted free cash flow from continuing operations was $281.2 million, compared to $331.5 million in the prior year.

“2014 was a milestone year for SPX.  We completed a successful transition to our new operational alignment and executed several strategic actions that culminated with the announcement of our plan to spin-off our Flow business in 2015,” said Chris Kearney, Chairman, President and CEO of SPX.  “We finished 2014 with solid operating performance in the fourth quarter, highlighted by strong free cash flow conversion and impressive margin improvement in our Flow segment for the sixth consecutive quarter.  Flow’s segment income margins were 16.2% in the fourth quarter and 13.9% for the full year, up 190 points and 220 points, respectively, over the prior year periods.”

“As we begin 2015, we remain focused on continued operational improvement and separating SPX into two strong, independent companies.  We see this as a unique opportunity to create shareholder value at both future companies and we are committed to that goal,” Kearney concluded.

2015 Financial Modeling Approach:

For 2015 the company has provided financial modeling targets for revenue, segment income, EBITDA and other reasonably predictable items.  SPX management does not believe it is useful to provide 2015 EPS guidance given its plan to complete the spin-off of its Flow business in Q3 2015 and the uncertain timing of related financial impacts.  However, the company plans to provide regular updates on the actions and related costs associated with the spin-off of its Flow business.

2015 Financial Modeling Targets:

“For 2015, we are targeting organic growth to be flat to up 4% and expect segment income margins to expand 90 points.  We are targeting consolidated EBITDA(1) in the range of $550 million to $600 million,” said Jeremy Smeltser, Vice President and Chief Financial Officer.

“The strength of the U.S. dollar and reduced oil prices are challenging headwinds to growing our top-line in 2015,” Smeltser continued. “Given recent oil prices and customer behavior, we expect Flow’s Power & Energy organic revenue to decline double-digits in 2015.  In contrast, we expect organic growth in Flow’s Food & Beverage and Industrial businesses, as well as organic growth in our Thermal and Industrial segments, where year-end 2014 backlogs were up double-digits on a year-over-year basis.”

CONTINUING OPERATIONS OVERVIEW

Flow Technology

Revenues for the fourth quarter of 2014 were $679.5 million, compared to $720.0 million in the fourth quarter of 2013, a decrease of $40.5 million, or 5.6%.  Currency fluctuations decreased revenues by 4.4%.  Organic revenues* declined 1.2% due primarily to lower sales in Asia Pacific.

Segment income was $109.9 million, or 16.2% of revenues, in the fourth quarter of 2014, compared to $103.2 million, or 14.3% of revenues, in the fourth quarter of 2013. The increase in segment income and margin was driven by improved operational performance across all three end market platforms, led by Flow’s Power & Energy business.  Cost reductions associated with restructuring actions also contributed to the improved profitability.

Thermal Equipment and Services

Revenues for the fourth quarter of 2014 were $384.2 million, compared to $364.7 million in the fourth quarter of 2013, an increase of $19.5 million, or 5.3%.  Organic revenues* increased 8.6%, while currency fluctuations decreased revenues by 3.3%.  The organic revenue growth was driven by increased sales of cooling equipment in the Americas and Asia Pacific, heat exchangers in the Americas and Europe and personal comfort heating products in North America.  This increase more than offset a $40 million organic decline in revenue associated with the large power projects in South Africa.

Segment income was $10.5 million, or 2.7% of revenues, in the fourth quarter of 2014, compared to $32.3 million, or 8.9% of revenues, in the fourth quarter of 2013.  The decrease in segment income and margin was due to a $25.0 million charge recorded in the period for additional costs and accruals related to the large power projects in South Africa.  The business environment surrounding the projects in South Africa has become increasingly difficult with extended schedules and on-going challenges with certain subcontractors.  This charge offset improved profitability in other businesses in the segment, driven primarily by the organic growth described above.

Industrial Products and Services and Other

Revenues for the fourth quarter of 2014 were $214.0 million, compared to $244.2 million in the fourth quarter of 2013, a decrease of $30.2 million, or 12.4%.  Organic revenues* decreased 11.7% and currency fluctuations decreased revenues by 0.7%.  The organic revenue decline was due primarily to fewer shipments of fare collection systems and power transformers in the U.S.

Income was $31.9 million, or 14.9% of revenues, in the fourth quarter of 2014, compared to $37.0 million, or 15.2% of revenues, in the fourth quarter of 2013.  The decrease in income and margin was due to a significant decline in fare collection system sales and profit, which are expected to recover in 2015.

OTHER ITEMS

Share Repurchases:  During the fourth quarter of 2014, the company repurchased a total of 0.823 million shares of common stock under a Rule 10b5-1 trading plan for $74.5 million. For the full year, the company repurchased a total of 4.852 million shares of common stock for $488.8 million, completing the $500 million share repurchase plan that began trading on December 18, 2013.

Dividend:  On November 20, 2014, the company announced that its Board of Directors had declared a quarterly dividend of $0.375 per common share to shareholders of record on December 15, 2014, which was paid on January 5, 2015.

Pension:  During the fourth quarter of 2014, the company recognized a charge to net periodic benefit expense of $86.3 million primarily related to mark-to-market pension accounting and, to a lesser extent, actions to annuitize a portion of the company’s U.K. pension plan.  The mark-to-market adjustment resulted from lower discount rates and changes in mortality rate assumptions, partially offset by better than expected returns on our plans’ assets.

Form 10-K:  The company expects to file its annual report on Form 10-K for the year ended December 31, 2014 with the Securities and Exchange Commission no later than March 1, 2015. 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.

About SPX:  Based in Charlotte, North Carolina, SPX Corporation (NYSE: SPW) is a global, multi-industry manufacturing leader with approximately $5 billion in annual revenue, operations in more than 35 countries and over 14,000 employees. The company’s highly-specialized, engineered products and technologies are concentrated in flow technology and energy infrastructure. Many of SPX’s innovative solutions are playing a role in helping to meet rising global demand for electricity and processed foods and beverages, particularly in emerging markets. The company’s products include food processing systems for the food and beverage industry, critical flow components for oil and gas processing, power transformers for utility companies, and cooling systems for power plants. For more information, please visit www.spx.com.

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

(1) Consolidated EBITDA as defined by SPX’s credit facilities.

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 any amendments thereto, 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 “expect,” “anticipate,” “project” 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. Also, there can be no assurance as to when the company’s planned spin-off will be completed, if at all, or if the spin-off will be completed in the form contemplated.  Even if the transaction is completed as and on the timetable currently contemplated, the two publicly-traded companies may not realize some of or all projected benefits, or expenses relating to the spin-off may be significantly higher than projected.  Following completion of the spin-off, there can be no guarantee the combined value of the common stock of the two publicly traded companies will equal or exceed the value of our stock had the spin-off not occurred.  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.

Contacts:

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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SPX CORPORATION AND SUBSIDIARIES

RESULTS OF REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

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