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):  April 29, 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 April 29, 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 (used in) continuing operations, defined as net cash from (used in) continuing operations less capital expenditures - continuing operations.  The Company’s management believes that free cash flow from (used in) 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 (used in) continuing operations is limited by the fact that the measures can exclude certain cash items within management’s discretion, free cash flow from (used in) 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 (used in) 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 (used in) operating activities as determined in accordance with GAAP, should be used in combination with cash flows from (used in) 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), 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 because excluding the effect 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 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 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; net (gains) and losses on disposition of assets outside the ordinary course of business; and the pro forma effect of acquisitions and divestitures.

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The Company views consolidated EBITDA, when read in conjunction with net income (loss), as giving investors the same useful tool routinely provided to our credit facility lenders to assess the health and prospects of the 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 FIRST QUARTER 2015 RESULTS

·                  Q1 Revenues of $947 Million Declined 12%, Including a 6% Currency Headwind

·                  Q1 Segment Income of $76 Million, or 8.0% of Revenues, In-Line with Target

·                  Spin-Off of Flow Business On Track and Expected to be Completed in Q3 2015

·                  Q1 2015 Results Included $0.22 Per Share of Spin-Related Costs

·                  Expects Full Year Revenue to Decline 6% to 10%, Including a 6% Currency Headwind

CHARLOTTE, NC — April 29, 2015 — SPX Corporation (NYSE:SPW) today reported results for the quarter ended March 28, 2015.

First Quarter 2015 Overview:

·                  Revenues declined 12.1% to $0.95 billion from $1.08 billion in the year-ago quarter.  The impact of the stronger U.S. dollar on foreign currencies decreased revenues by 6.4%.  Organic revenues* decreased 5.7%, due primarily to lower power and energy revenue in the Flow and Thermal segments, largely reflecting the impact of lower oil prices on customer capital spending decisions and on-going weakness in power generation markets.

·                  Segment income and margins declined to $75.5 million and 8.0%, compared to $98.7 million and 9.2% in the year-ago quarter, due primarily to the organic revenue decline.

·                  Diluted net loss per share from continuing operations was ($0.17) in Q1 2015 as compared to diluted net income of $6.59 per share in Q1 2014.

·                  The Q1 2015 results included $0.22 per share of costs associated with the planned spin-off of the Flow business.

·                  The Q1 2014 results included a gain of $7.00 per share on the sale of the company’s joint venture interest in EGS Electrical Group, LLC, a charge of $0.45 per share related to the early extinguishment of debt, and pension expense of $0.24 per share associated with the completion of a voluntary lump-sum offering.

·                  Net cash used in continuing operations was $108.3 million, compared to $58.6 million in Q1 2014.

·                  Free cash flow used in continuing operations* was $122.7 million, compared to $69.9 million in Q1 2014.  The year-over-year variance in free cash flow was due primarily to working capital performance, lower operating profit and currency translation headwinds.

“As expected, our Q1 results reflect the strengthening of the U.S. dollar, the impact of lower oil prices on our customers’ capital spending decisions and on-going weakness in power generation markets. Broadly speaking, these factors have caused many of our customers to re-evaluate their capital spending budgets, leading to delayed order placement and project timing.  As a result, Q1 orders across our power and energy businesses were down double-digits over the prior year and significantly lower than anticipated.  These declines offset strong order growth in our Food and Beverage business, both sequentially and year-over-year.  Our Food and Beverage business also delivered solid revenue growth and strong margin improvement during the quarter,” said Chris Kearney, Chairman, President and CEO of SPX.

Kearney continued, “Given the slower than expected start to the year and the uncertain timing of our customers’ capital investments in oil and oil-related markets, we have implemented cost reduction initiatives and increased our planned restructuring actions for the year.  Our revised full year targets reflect these changes, as well as the strengthening of the U.S. dollar.  For 2015, we now expect organic revenue to be flat to down 4% with total revenue down 6% to 10%, including a 6% currency headwind.  And we expect to modestly improve segment income margins over the prior year.”

“From a strategic perspective, we are focused on executing the spin-off of our Flow business and remain on track to complete the spin transaction in the third quarter.  We believe this is a unique opportunity to create value for our shareholders at both future companies, SPX FLOW, Inc. and the new SPX Corporation.”

2015 Financial Modeling Approach:

The company updated its 2015 financial modeling targets for revenue, segment income, consolidated EBITDA(2) 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.

Updated 2015 Financial Modeling Targets:

Flow Technology

Revenues for Q1 2015 were $530.8 million, compared to $616.7 million in Q1 2014, a decrease of $85.9 million, or 13.9%.  Currency fluctuations decreased revenues 8.3%, or $51.4 million, while organic revenues* declined 5.6%, or $34.5 million. The decrease in organic revenues was due primarily to a double-digit decline in power and energy sales, largely reflecting the impact of lower oil prices.  This decline was offset partially by a year-over-year increase in sales of food and beverage components and systems.

Segment income was $59.3 million, or 11.2% of revenues, in Q1 2015, compared to $66.2 million, or 10.7% of revenues, in Q1 2014. Segment income was lower versus the prior year due primarily to currency fluctuations and the organic decline in power and energy revenues, partially offset by improved operational performance within the food and beverage business, as well as cost reductions associated with restructuring actions completed in the prior year.  Segment income margins increased 50 points driven by the food and beverage business, which saw a sharp increase in year-over-year operating margins, reflecting disciplined order selectivity and improved large project execution.

Thermal Equipment and Services

Revenues for Q1 2015 were $247.2 million, compared to $279.6 million in Q1 2014, a decrease of $32.4 million, or 11.6%.  Organic revenues* declined 6.8%, or $19.1 million, while currency fluctuations decreased revenues by 4.8%, or $13.3 million.  The organic revenue decline was concentrated in power generation markets and due primarily to lower sales of heat exchangers in Asia Pacific and a reduction in revenue associated with the large power projects in South Africa.  These declines were partially offset by increased global sales of package cooling towers.

The segment recorded a loss of ($2.8) million in Q1 2015 compared to income of $9.2 million, or 3.3% of revenues, in Q1 2014.  The decrease in segment income was due primarily to a decline of approximately $8.0 million of income related to the large power projects in South Africa and the organic revenue declines described above.  In addition, a reduced volume of higher margin, cooling tower reconstruction projects led to an unfavorable sales mix as compared to the prior year. These declines were partially offset by increased income and margins within the segment’s personal comfort heating businesses.

Industrial Products and Services and Other

Revenues for Q1 2015 were $168.9 million, compared to $180.8 million in Q1 2014, a decline of $11.9 million, or 6.6%.  Organic revenues* declined 4.4%, while currency fluctuations decreased revenues by 2.2%.  The organic revenue decline was due primarily to lower sales of fare collection systems, power transformers and communication technologies, partially offset by an increase in sales of portable cable and pipe locators.

Segment income was $19.0 million, or 11.2% of revenues, in Q1 2015, compared to $23.3 million, or 12.9% of revenues, in Q1 2014.  The decline in segment income was due primarily to the organic revenue declines in fare collection systems and communication technologies.

OTHER ITEMS

Dividend:   On February 27, 2015, the company announced that its Board of Directors declared a quarterly dividend of $0.375 per common share to shareholders of record on March 16, 2015, which was paid on April 1, 2015.

Form 10-Q:  The company expects to file its quarterly report on Form 10-Q for the quarter ended March 28, 2015 with the Securities and Exchange Commission no later than May 7, 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. The company’s products include food processing systems, 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) Excludes costs and cash flows related to executing the spin-off of the Flow business*

(2) 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)

SPX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions)

SPX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

SPX CORPORATION AND SUBSIDIARIES

RESULTS OF REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

(Unaudited; in millions)

SPX CORPORATION AND SUBSIDIARIES

ORGANIC REVENUE RECONCILIATION

(Unaudited)

SPX CORPORATION AND SUBSIDIARIES

FREE CASH FLOW RECONCILIATION

(Unaudited; in millions)

SPX CORPORATION AND SUBSIDIARIES

CASH AND DEBT RECONCILIATION

(Unaudited; in millions)

SPX CORPORATION AND SUBSIDIARIES

CONSOLIDATED EBITDA RECONCILIATION

(Unaudited; in millions)

*Consolidated EBITDA as defined in the credit facility. The $520.0 represents the mid-point of our 2015 Consolidated EBITDA target of $500.0 to $540.0.