10-12B/A

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As filed with the Securities and Exchange Commission on August 19, 2015

File No. 001-37393

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

SPX FLOW, INC.
(Exact name of registrant as specified in its charter)

Delaware (State of incorporation or organization)	47-3110748 (I.R.S. Employer Identification No.)
13320 Ballantyne Corporate Place Charlotte, NC 28277 (Address of principal executive offices)	28277 (Zip code)

(704) 752-4486
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Common Stock, $0.01 Par Value	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None.

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

        The information required by the following Form 10 Registration Statement items is contained in the sections of the Information Statement filed as Exhibit 99.1 to this Form 10 Registration Statement (the "Information Statement") that we identify below, each of which we incorporate in this report by reference:

Item 1.    Business

        The information required by this item is contained under the sections "Summary," "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Party Transactions" and "Where You Can Find More Information" of the Information Statement.

Item 1A.    Risk Factors

        The information required by this item is contained under the section "Risk Factors" of the Information Statement.

Item 2.    Financial Information

        The information required by this item is contained under the sections "Summary," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Capital Stock" of the Information Statement.

Item 3.    Properties

        The information required by this item is contained under the section "Business—Properties" of the Information Statement.

Item 4.    Security Ownership of Certain Beneficial Owners and Management

        The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners and Management" of the Information Statement.

Item 5.    Directors and Executive Officers

        The information required by this item is contained under the section "Management" of the Information Statement.

Item 6.    Executive Compensation

        The information required by this item is contained under the section "Executive Compensation" of the Information Statement.

Item 7.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this item is contained under the sections "Management," "Executive Compensation" and "Certain Relationships and Related Party Transactions" of the Information Statement.

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Item 8.    Legal Proceedings

        The information required by this item is contained under the section "Business—Legal Matters" of the Information Statement.

Item 9.    Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

        The information required by this item is contained under the sections "Risk Factors," "The Spin-Off," "Dividend Policy," "Executive Compensation" and "Description of Capital Stock" of the Information Statement.

Item 10.    Recent Sales of Unregistered Securities

        The information required by this item is contained under the section "Description of Material Indebtedness and Other Financing Arrangements" and "Description of Capital Stock" of the Information Statement.

Item 11.    Description of Registrant's Securities to be Registered

        The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement.

Item 12.    Indemnification of Directors and Officers

        The information required by this item is contained under the section "Description of Capital Stock—Liability and Indemnification of Directors and Officers" of the Information Statement.

Item 13.    Financial Statements and Supplementary Data

        The information required by this item is contained under the sections "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Combined Financial Statements" of the Information Statement.

Item 14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

Item 15.    Financial Statements and Exhibits

(a)   Financial Statements

        The information required by this item is contained under the section "Index to Combined Financial Statements" beginning on page F-1 of the Information Statement.

(b)   Exhibits

        We are filing the following documents as exhibits to this registration statement:

Exhibit No.		Description
	2.1	Form of Separation and Distribution Agreement between SPX FLOW, Inc. and SPX Corporation.
	3.1	Form of Amended and Restated Certificate of Incorporation of SPX FLOW, Inc.

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Exhibit No.		Description
	3.2	Form of Amended and Restated By-Laws of SPX FLOW, Inc.
	4.1	Indenture, dated as of August 16, 2010 between SPX Corporation, the Initial Subsidiary Guarantors (as defined therein), and U.S. Bank National Association, as trustee, incorporated herein by reference from the SPX Corporation Current Report on Form 8-K filed on August 17, 2010 (file no. 1-6948).
	4.2	First Supplemental Indenture, dated as of January 23 2014, among SPX Corporation, the Additional Guarantors (as defined therein), and U.S. Bank National Association, as Trustee, to the Indenture dated as of August 16, 2010, incorporated herein by reference from the SPX Corporation Current Report on Form 8-K filed on January 24, 2014 (file no. 1-6948).
	4.3	Second Supplemental Indenture, dated as of November 7, 2014, among SPX Corporation, the Subsidiary Guarantors (as defined therein), and U.S. Bank National Association, as Trustee, to the Indenture, dated as of August 16, 2010, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on November 10, 2014 (file no. 1-6948).
	10.1	Form of Transition Services Agreement between SPX FLOW, Inc. and SPX Corporation.*
	10.2	Form of Tax Matters Agreement between SPX FLOW, Inc. and SPX Corporation.*
	10.3	Form of Employee Matters Agreement between SPX FLOW, Inc. and SPX Corporation.
	10.4	Form of Trademark License Agreement between SPX FLOW, Inc. and SPX Corporation.*
	‡10.5	Form of SPX FLOW Supplemental Retirement Plan for Top Management.
	‡10.6	Form of Assignment and Assumption of and Amendment to Employment Agreement.
	‡10.7	Form of Assignment and Assumption of and Amendment to Change of Control Agreement.
	‡10.8	Form of SPX FLOW Life Insurance Plan for Key Managers.
	‡10.9	Form of SPX FLOW Supplemental Retirement Savings Plan.
	‡10.10	Form of SPX FLOW Stock Compensation Plan.
	‡10.11	Form of SPX FLOW Stock Option Award Agreement.
	‡10.12	Form of SPX FLOW Restricted Stock Unit Award Agreement.
	‡10.13	Form of SPX FLOW Restricted Stock Award Agreement.
	‡10.14	Form of SPX FLOW Executive Long-Term Disability Plan.
	‡10.15	Form of SPX FLOW Executive Annual Bonus Plan.
	‡10.16	SPX Corporation Executive Long-Term Disability Plan, incorporated herein by reference from the SPX Corporation Current Report on Form 8-K filed on December 19, 2005 (file no. 1-6948).
	‡10.17	Form of SPX Corporation Confidentiality and Non-Competition Agreement for Executive Officers, incorporated herein by reference from the SPX Corporation Current Report on Form 8-K filed on October 6, 2006 (file no. 1-6948).

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Exhibit No.		Description
	‡10.18	SPX Corporation Supplemental Retirement Savings Plan, as Amended and Restated May 31, 2008, incorporated herein by reference from the SPX Corporation Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 (file no. 1-6948).
	‡10.19	SPX Corporation Supplemental Individual Account Retirement Plan, as amended and restated December 31, 2008, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.20	Amended and Restated Employment Agreement between SPX Corporation and Christopher J. Kearney, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.21	Amended and Restated Employment Agreement between SPX Corporation and Robert B. Foreman, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.22	Amended and Restated Employment Agreement between SPX Corporation and David A. Kowalski, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.23	Amended and Restated Executive Change of Control Agreement between SPX Corporation and Christopher J. Kearney, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.24	Amended and Restated Executive Change of Control Agreement between SPX Corporation and Robert B. Foreman, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.25	Amended and Restated Executive Change of Control Agreement between SPX Corporation and David A. Kowalski, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2008 (file no. 1-6948).
	‡10.26	SPX Corporation Supplemental Retirement Plan for Top Management, as amended and restated April 22, 2009, incorporated herein by reference to the SPX Corporation Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
	‡10.27	Employment Agreement between SPX Corporation and Jeremy W. Smeltser, incorporated herein by reference to the SPX Corporation Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
	‡10.28	Employment Agreement between SPX Corporation and J. Michael Whitted, incorporated herein by reference to SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
	‡10.29	Change of Control Agreement between SPX Corporation and Jeremy W. Smeltser, incorporated herein by reference to SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
	‡10.30	Change of Control Agreement between SPX Corporation and J. Michael Whitted, incorporated herein by reference to SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).
	‡10.31	Amendment to Change of Control Agreement between SPX Corporation and J. Michael Whitted, incorporated herein by reference to SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2009 (file no. 1-6948).

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Exhibit No.		Description
	10.32	Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated August 24, 2011, incorporated herein by reference from SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended October 1, 2011 (file no. 1-6948).
	10.33	Deed of Amendment to the Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated November 1, 2011, incorporated herein by reference from SPX Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (file no. 1-6948).
	10.34	Deed of Amendment to the Share Purchase Agreement relating to the sale and purchase of the whole of the issued share capital of Clyde Union (Holdings), dated December 22, 2011 incorporated herein by reference from SPX Corporation's Quarterly Report on Form 10-Q for the quarter ended October 1, 2011 (file no. 1-6948).
	‡10.35	Change of Control Agreement between Christopher J. Kearney and SPX Corporation, as amended and restated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.36	Change of Control Agreement between Jeremy W. Smeltser and SPX Corporation, as amended and restated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.37	Change of Control Agreement between Robert B. Foreman and SPX Corporation, as amended and restated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.38	Change of Control Agreement between David A. Kowalski and SPX Corporation, as amended and restated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.39	Change of Control Agreement between J. Michael Whitted and SPX Corporation, as amended and restated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.40	Form of Waiver of Certain Employment Agreement Provisions by each of Christopher J. Kearney, Jeremy W. Smeltser, Robert B. Foreman, David A. Kowalski, Kevin L. Lilly, and J. Michael Whitted, dated December 2, 2013, incorporated herein by reference from SPX Corporation's Current Report on Form 8-K filed on December 5, 2013 (file no. 1-6948).
	‡10.41	Form of Change of Control Agreement between each of Eugene J. Lowe III, Marc G. Michael, Anthony A. Renzi, and David J. Wilson, and SPX Corporation, incorporated herein by reference from the SPX Corporation Annual Report on Form 10-K for the year ended December 31, 2014 (file no. 1-6948).
	21.1	List of subsidiaries of SPX FLOW, Inc.
	99.1	Preliminary Information Statement of SPX FLOW, Inc., subject to completion, dated August 19, 2015.

*

Previously filed.

‡

Denotes management contract or compensatory plan or arrangement.

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SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

SPX FLOW, INC.
By:	/s/ JEREMY W. SMELTSER Jeremy W. Smeltser President SPX FLOW, Inc.

Date: August 19, 2015

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INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Item 1. Business
Item 1A. Risk Factors
Item 2. Financial Information
Item 3. Properties
Item 4. Security Ownership of Certain Beneficial Owners and Management
Item 5. Directors and Executive Officers
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions, and Director Independence
Item 8. Legal Proceedings
Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
Item 10. Recent Sales of Unregistered Securities
Item 11. Description of Registrant's Securities to be Registered
Item 12. Indemnification of Directors and Officers
Item 13. Financial Statements and Supplementary Data
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 15. Financial Statements and Exhibits

SIGNATURES

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

SPX CORPORATION

and

SPX FLOW, INC.

Dated as of [·], 2015

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS AND INTERPRETATION	2
Section 1.1.	General	2
Section 1.2.	References; Interpretation	15
Section 1.3.	Effective Date of Agreement	16
Section 1.4.	Other Matters	16
ARTICLE II	THE SEPARATION	16
Section 2.1.	General	16
Section 2.2.	Transfer of Assets	16
Section 2.3.	Assumption and Satisfaction of Liabilities	17
Section 2.4.	Intercompany Accounts	17
Section 2.5.	Bank Accounts; Cash Management	18
Section 2.6.	Limitation of Liability; Termination of Inter-Group Agreements	18
Section 2.7.	Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	19
Section 2.8.	Transfer Documents	21
Section 2.9.	Shared Contracts	21
Section 2.10.	Further Assurances	22
Section 2.11.	Novation of Liabilities; Consents	23
Section 2.12.	Performance Guarantees	24
Section 2.13.	Disclaimer of Representations and Warranties	25
Section 2.14.	Financing Arrangements; Credit Agreement	26
Section 2.15.	Cash Contribution	27
ARTICLE III	CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION	27
Section 3.1.	Reorganization	27
Section 3.2.	Certificate of Incorporation; Bylaws	27
Section 3.3.	Directors and Executive Officers	27
Section 3.4.	Resignations	28
Section 3.5.	Ancillary Agreements	28
ARTICLE IV	THE DISTRIBUTION	28
Section 4.1.	Exchange of Flowco Assets for Flowco Stock and Debt Securities; Debt Exchange	28
Section 4.2.	Distribution	29
Section 4.3.	Reserved	29
Section 4.4.	Actions in Connection with the Distribution	29
Section 4.5.	Sole and Absolute Discretion of SPX	30
Section 4.6.	Conditions to Distribution	30
ARTICLE V	CERTAIN COVENANTS	32
Section 5.1.	Legal Name	32

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Section 5.2.	Auditors and Audits; Financial Statements and Accounting	32
Section 5.3.	No Restrictions on Corporate Opportunities	34
ARTICLE VI	RELEASES AND INDEMNIFICATION	35
Section 6.1.	Release of Pre-Distribution Claims	35
Section 6.2.	Indemnification by Infrastructurco	37
Section 6.3.	Indemnification by Flowco	38
Section 6.4.	Procedures for Indemnification	38
Section 6.5.	Indemnification Payments	40
Section 6.6.	Additional Matters; Survival of Indemnities	40
Section 6.7.	Indemnification Obligations Net of Insurance Proceeds; Contribution	40
Section 6.8.	Characterization of Indemnification and Reimbursement Payments	42
ARTICLE VII	CONFIDENTIALITY; ACCESS TO INFORMATION	42
Section 7.1.	Provision of Corporate Records	42
Section 7.2.	Access to Information	42
Section 7.3.	Witness Services	43
Section 7.4.	Confidentiality	43
Section 7.5.	Privileged Matters	45
Section 7.6.	Ownership of Information	46
Section 7.7.	Retention of Records	46
Section 7.8.	Other Agreements	46
Section 7.9.	Compensation for Providing Information	47
ARTICLE VIII	DISPUTE RESOLUTION	47
Section 8.1.	Negotiation	47
Section 8.2.	Statute of Limitations	47
Section 8.3.	Arbitration	48
Section 8.4.	Continuity of Service and Performance	50
ARTICLE IX	INSURANCE	50
Section 9.1.	Assignment of Rights	50
Section 9.2.	Third Party SPX Policies	51
Section 9.3.	Director and Officer Liability Insurance	52
Section 9.4.	Cooperation	52
Section 9.5.	Miscellaneous	52
ARTICLE X	MISCELLANEOUS	52
Section 10.1.	Complete Agreement; Construction	52
Section 10.2.	Ancillary Agreements	53
Section 10.3.	Counterparts	53
Section 10.4.	Survival of Agreements	53
Section 10.5.	Expenses	53
Section 10.6.	Notices	54
Section 10.7.	Waivers	55
Section 10.8.	Amendments	55
Section 10.9.	Assignment	55

ii

Section 10.10.	Termination, Etc.	55
Section 10.11.	Payment Terms	55
Section 10.12.	No Circumvention	56
Section 10.13.	Subsidiaries	56
Section 10.14.	Third Party Beneficiaries	56
Section 10.15.	Exhibits and Schedules; Title and Headings	56
Section 10.16.	Public Announcements	56
Section 10.17.	Governing Law	57
Section 10.18.	Consent to Jurisdiction	57
Section 10.19.	Specific Performance	57
Section 10.20.	Waiver of Jury Trial	57
Section 10.21.	Severability	58
Section 10.22.	Construction	58
Section 10.23.	Authorization	58

EXHIBITS

Exhibit A            Form of Employee Matters Agreement

Exhibit B            Form of Tax Matters Agreement

Exhibit C            Form of Trademark License Agreement

Exhibit D            Form of Transition Services Agreement

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [·], 2015 by and between SPX Corporation, a Delaware corporation (“SPX” or “Infrastructurco”), and SPX FLOW, Inc., a Delaware corporation (“Flowco”) (each a “Party” and together, the “Parties”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1.

R E C I T A L S:

WHEREAS, SPX, acting through its direct and indirect Subsidiaries, currently conducts the Flowco Business and the Infrastructurco Business;

WHEREAS, the Board of Directors of SPX has determined that it is in the best interests of SPX and its stockholders to separate SPX into two separate, publicly traded companies: (i) Infrastructurco, which will continue to conduct, directly and through its Subsidiaries, the Infrastructurco Business, and (ii) Flowco, which will continue to conduct, directly and through its Subsidiaries, the Flowco Business;

WHEREAS, in order to effect such separation, the Board of Directors of SPX has determined that it is in the best interests of SPX and its stockholders: (i) for SPX and its Subsidiaries to enter into a series of transactions whereby SPX and its Subsidiaries will be reorganized such that (A) Infrastructurco and/or one or more other members of the Infrastructurco Group will own all of the Infrastructurco Assets and assume (or retain) all of the Infrastructurco Liabilities, and (B) Flowco and/or one or more other members of the Flowco Group will own all of the Flowco Assets and assume (or retain) all of the Flowco Liabilities (the transactions referred to in clauses (A) and (B) being referred to herein as the “Reorganization”); and thereafter (ii) for SPX to distribute to the holders of SPX Common Stock as of the Record Date on a pro rata basis all of the issued and outstanding shares of common stock, par value $0.01 per share, of Flowco (the “Flowco Common Stock”) (such transactions described in clauses (i) and (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the “Separation”);

WHEREAS, the Parties intend (i) that the Separation, together with certain related transactions, generally will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D), 355 and 361 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) that other transactions connected with the Separation will also qualify as tax-free for U.S. federal income tax purposes under applicable provisions of the Code, and (iii) that this Agreement be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code to the extent relevant for these transactions; and

WHEREAS, the Parties intend (i) to set forth in this Agreement the principal arrangements between them with respect to the Separation, and (ii) that certain other agreements will govern certain other matters following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1.General.  As used in this Agreement, the following capitalized terms shall have the following meanings:

“AAA” shall have the meaning set forth in Section 8.3.

“Action” shall mean any demand, action, claim, charge, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any kind by or before any Governmental Entity or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person.  For the purposes of this definition and the definition of “Subsidiary,” “control” (including the correlative meanings “controlled by” and “under common control with”), when used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise.  From and after the Effective Time, and for purposes of this Agreement and the Ancillary Agreements, Infrastructurco and Flowco shall not be deemed to be under common control for purposes hereof due solely to the fact that Infrastructurco and Flowco have common stockholders or have one or more directors in common or due to the existence of this Agreement or any of the Ancillary Agreements.

“Agent” shall mean the distribution agent to be appointed by SPX to distribute to the stockholders of SPX all of the issued and outstanding shares of Flowco Common Stock pursuant to the Distribution.

“Agreed Consent Efforts” shall have the meaning set forth in Section 2.7(a).

“Agreed Consents” shall have the meaning set forth in Section 2.7(a).

“Agreement” shall have the meaning set forth in the preamble hereof.

“Agreement Disputes” shall have the meaning set forth in Section 8.1(a).

“Amended Financial Reports” shall have the meaning set forth in Section 5.2(b).

“Ancillary Agreements” shall mean all written Contracts or other arrangements (other than this Agreement) entered into between the Parties and/or their Subsidiaries in connection with the Separation, the Distribution or the other transactions contemplated hereby, including the Transfer Documents, the Reorganization Documents, the Tax Matters Agreement, the Transition Services Agreement, the Employee Matters Agreement, Trademark License Agreement and the other agreements set forth on Schedule [·].

“Archived Data” shall have the meaning set forth in Section 7.2(c).

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“Assets” shall mean assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person.

“Audited Party” shall have the meaning set forth in Section 5.2(a)(iii).

“Business” shall mean the Flowco Business or the Infrastructurco Business, as applicable.

“Business Day” shall mean any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in Charlotte, North Carolina.

“Business Entity” shall mean any corporation, partnership, trust, limited liability company, joint venture, or other incorporated or unincorporated organization or other entity of any kind or nature (including those formed, organized or otherwise existing under the Laws of jurisdictions outside the United States).

“Code” shall have the meaning set forth in the recitals hereto.

“Commission” shall mean the United States Securities and Exchange Commission or any successor agency thereto.

“Confidential Information” shall mean business, operations or other information, data or material concerning a Party and/or its Affiliates which, prior to or following the Effective Time, has been disclosed by such Party or its Affiliates or any of their respective representatives or advisors to the other Party or its Affiliates or any of their respective representatives or advisors, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other, including pursuant to the access provisions of Section 7.1 or Section 7.2 or any other provision of this Agreement or any Ancillary Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its Affiliates or any of their respective representatives or advisors, (ii) lawfully acquired from other sources by such Party or its Affiliates or any of their respective representatives or advisors to which it was furnished or (iii) independently developed by such Party or its Affiliates without use or reference to Confidential Information of the disclosing Party’s or its Affiliates; provided, however, in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality or fiduciary obligations).

“Consents” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity.

“Contract” shall mean any contract, obligation, indenture, instrument, agreement, lease, purchase order, commitment, permit, license, note, bond, mortgage, arrangement or undertaking (whether written or oral and whether express or implied) that is legally binding on any Person or any part of its property under applicable Law, but excluding this Agreement and any Ancillary Agreement except as otherwise expressly provided in this Agreement or any Ancillary Agreement.

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“Credit Agreement” shall mean the Amended and Restated Credit Agreement, dated as of December 23, 2013, among SPX, the Foreign Subsidiary Borrowers party thereto, Bank of America, N.A., as Administrative Agent, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and the lenders party thereto, as amended, supplemented or otherwise modified from time to time.

“Dispute Notice” shall have the meaning set forth in Section 8.1(a).

“Distribution” shall mean the distribution by SPX of all of the issued and outstanding shares of Flowco Common Stock to holders of record of shares of SPX Common Stock as of the Record Date on the basis of one (1) share of Flowco Common Stock for every issued and outstanding share of SPX Common Stock.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Board of Directors of SPX in its sole and absolute discretion.

“Distribution Disclosure Documents” shall mean the Form 10 and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Flowco’s employee benefit plans, in each case as filed with or furnished to the Commission by Flowco in connection with the Distribution.

“Effective Time” shall mean the time at which the Distribution is effective on the Distribution Date.

“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Infrastructurco and Flowco, to be dated on or about the Distribution Date, and substantially in the form attached as Exhibit A hereto.

“Environment” shall mean ambient air, indoor air, surface water, groundwater, stream sediments, wetlands, soil and subsurface strata.

“Environmental Law” shall mean any Law relating to (a) human or occupational health and safety with respect to exposure to Hazardous Materials; (b) protection of the Environment and natural resources; or (c) the generation, manufacture, processing, treatment, recycling, storage, disposal, emission, discharge, transport, distribution, labeling, handling, Release or threatened Release of any Hazardous Material.

“Environmental Liabilities” shall mean all Liabilities (including all removal, remediation, cleanup or monitoring costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith) relating to, arising out of or resulting from any (a) actual or alleged by a Third Party (i) noncompliance with any Environmental Law, or (ii) presence, Release or threatened Release of, or exposure to, any Hazardous Material, or (b) contract, agreement, or other consensual arrangement pursuant to which Liability is assumed, imposed or retained with respect to any of the foregoing.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

“Financing Arrangements” shall mean the financing arrangements for Flowco and Infrastructurco (the “Flowco Financing Arrangements” and the “Infrastructurco Financing Arrangements,” respectively) (described on Schedule [·]).

“Flowco” shall have the meaning set forth in the preamble hereof.

“Flowco Accounts” shall have the meaning set forth in Section 2.5(a).

“Flowco Assets” shall mean (without duplication):

(i)the ownership interests (to the extent held by SPX, Flowco or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Flowco Group;

(ii)all Flowco Contracts and any and all rights or claims (whether accrued or contingent), including accounts or notes receivables, of SPX, Flowco, or any of their respective Affiliates, to the extent relating to, arising under or resulting therefrom;

(iii)all Assets owned, leased or held by SPX, Flowco or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Flowco Business;

(iv)subject to Article IX, any and all rights of any member of the Flowco Group under any Third Party SPX Policies;

(v)the Assets listed or described on Schedule [·] and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Flowco Group; and

(vi)all Flowco Accounts, and, subject to the provisions of Section 2.5, all cash, cash equivalents, and securities credited to or on deposit in such accounts immediately prior to the Effective Time, after giving effect to any contribution of cash to Flowco contemplated by Section 2.15.

Notwithstanding the foregoing, the Flowco Assets shall in no event include:

(A)the Assets listed or described on Schedule [·]; or

(B)any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Assets to be retained by, or transferred or assigned to, any member of the Infrastructurco Group.

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“Flowco Business” shall mean:

(i)the businesses and operations of the Flow Technology reportable segment of SPX and its Subsidiaries and the businesses and operations of the Hydraulic Technologies Business, as described in the Information Statement, but excluding all of the Former SPX Businesses; and

(ii)the businesses and operations of Business Entities acquired or established by or for any member of the Flowco Group after the Effective Time.

“Flowco Common Stock” shall have the meaning set forth in the recitals hereto.

“Flowco Contracts” shall mean the following Contracts to which any of SPX, Flowco, or any of their respective Affiliates is a party immediately prior to the Effective Time:

(i)any Contract that relates primarily to the Flowco Business;

(ii)any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by, transferred or assigned to, any member of the Flowco Group; and

(iii)the Contracts listed or described on Schedule [·].

Notwithstanding the foregoing, the Flowco Contracts shall in no event include the Contracts listed or described on Schedule [·].

“Flowco Disclosure” shall mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, any other Governmental Entity, or holders of any securities of any member of the Flowco Group, in each case, on or after the Distribution Date by or on behalf of any member of the Flowco Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

“Flowco Employee” shall have the meaning set forth in the Employee Matters Agreement.

“Flowco Financing Arrangements” shall have the meaning set forth in the definition of “Financing Arrangements.”

“Flowco Global Note” shall mean physical evidence of Flowco’s indebtedness under the Indenture in substantially the form set forth in Exhibit A to the Indenture.

“Flowco Group” shall mean Flowco and each Person identified on Schedule [·] and each Person who is or becomes an Affiliate of Flowco at or after the Effective Time.

“Flowco Group Performance Guarantee” shall have the meaning set forth in Section 2.12(a).

“Flowco Indemnitees” shall mean each member of the Flowco Group and each of their respective Affiliates, and each of their respective directors, officers, employees and agents (in

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each case, in their respective capacities as such) and each of the heirs, executors, successors and assigns of any of the foregoing.

“Flowco Liabilities” shall mean only the following Liabilities of any of SPX, Flowco or any of their respective Affiliates:

(i)the Liabilities listed or described on Schedule [·] and any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained, assumed, performed, satisfied or retired by any member of the Flowco Group;

(ii)any and all Liabilities, including Environmental Liabilities, to the extent relating to, arising out of or resulting from:

(A)the operation or conduct of any Flowco Business, as conducted at any time prior to, on or after the Effective Time;

(B)any Flowco Assets, whether arising before, on or after the Effective Time;

(iii)any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from:

(A)the Distribution Disclosure Document except to the extent specifically enumerated as a Infrastructurco Liability on Schedule [·]; and

(B)any Flowco Disclosure;

(iv)any and all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Flowco Group incurred pursuant to the Flowco Financing Arrangements or after the Effective Time;

(v)any and all Liabilities relating to, resulting from, or arising out of any Action (x) listed or described on Schedule [·] or (y) to the extent such Action relates to, results from, or arises out of the Flowco Business, the Flowco Assets or the other Flowco Liabilities; and

(vi)the Flowco Specified Liabilities.

Notwithstanding the foregoing, the Flowco Liabilities shall in no event include (A) any Retained Specified Liabilities, (B) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained, assumed, performed, satisfied or retired by any member of the Infrastructurco Group, or for which any member of the Infrastructurco Group is liable pursuant to this Agreement or such Ancillary Agreement, (C) the Notes or (D) the Liabilities listed or described on Schedule [·].

“Flowco Specified Liabilities” shall mean any actual or alleged Liabilities arising out of or attributable to actual or alleged personal injuries asserted by a Person (whether prior to or after the Distribution Date) resulting from the actual or alleged manufacture, sale or distribution of products containing asbestos in connection with the Clyde Union business, or from actual or

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alleged exposure to or injury from asbestos or products containing asbestos at a premises that was or is owned or operated by the Clyde Union business, including all such liabilities of Clyde Union, Inc., a Michigan corporation.

“Form 10” shall mean the registration statement on Form 10 filed by Flowco with the Commission in connection with the Distribution and all amendments thereto.

“Former SPX Business” shall mean any Business Entity, division, real estate, facility, material Asset, business unit or business, including any business within the definition of Rule 11-01(d) of Regulation S-X promulgated under the Exchange Act (in each case, including any Assets and Liabilities comprising the same) that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (in whole or in part), or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case by SPX or any of its current or former Affiliates prior to the Effective Time.

“Governmental Approvals” shall mean any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Entity.

“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any official thereof, including the NYSE and any similar self-regulatory body under applicable securities Laws.

“Group” shall mean either the Flowco Group or the Infrastructurco Group, as the context requires.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products, radiation or radioactive materials, asbestos or asbestos-containing materials or polychlorinated biphenyls (PCBs), and (b) any chemicals, materials, substances or wastes that are defined or characterized as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “special waste,” “toxic substances,” “pollutants,” “contaminants” or words of similar import, under any Environmental Law.

“Hydraulic Technologies Business” shall mean the hydraulic technologies division within SPX headquartered in Rockford, Illinois with additional facilities in: Newcastle, UK; Dagenham, UK; Eygelshoven, Netherlands; Perth, Australia; Singapore; Suzhou, China; and Houston, Texas and which utilizes the Power Team, Bolting Systems, Stone, Globe, Rail Systems and Hytec brands.

“Indebtedness” shall mean with respect to any Person (i) any indebtedness of such Person for borrowed money or the deferred purchase price of property (other than trade accounts payable incurred in the ordinary course of business) as evidenced by a note, bonds or other instruments, (ii) obligations of such Person as lessee under capital leases, (iii) obligations (excluding prepaid interest thereon) secured by any mortgage, pledge, security interest,

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encumbrance, lien or charge of any kind existing on any asset owned or held by such Person (excluding indebtedness arising under conditional sales or other title retention agreements incurred in the ordinary course of business), whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) any net obligation under any interest rate swap agreement or other hedging arrangement, (v) reimbursement obligations of such Person with respect to surety and performance bonds, bank guarantees, bankers’ acceptances, letters of credit or similar instruments, and (vi) obligations of such Person under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v) above.

“Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including costs and expenses provided for in Section 10.5(c) and the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

“Indemnifying Party” shall have the meaning set forth in Section 6.4(b).

“Indemnitee” shall have the meaning set forth in Section 6.4(b).

“Indemnity Payment” shall have the meaning set forth in Section 6.7(a).

“Indenture” shall mean the indenture, dated as of August 16, 2010 (as supplemented) by and among SPX, each of the guarantors party thereto and U.S. Bank National Association, as trustee.

“Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Information Statement” shall mean the Information Statement attached as an exhibit to the Form 10 sent to the holders of shares of SPX Common Stock in connection with the Distribution, including any amendment or supplement thereto.

“Infrastructurco” shall have the meaning set forth in the preamble hereof.

“Infrastructurco Accounts” shall have the meaning set forth in Section 2.5(a).

“Infrastructurco Assets” any and all Assets of SPX, Flowco or their respective Subsidiaries as of immediately prior to the Effective Time that are not Flowco Assets, including

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any and all Assets that are expressly contemplated by this agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of Infrastructure Group.

“Infrastructurco Business” shall mean:

(i)all businesses and operations of SPX and its Affiliates (other than the Flowco Business) and all Former SPX Businesses; and

(ii)the businesses and operations of Business Entities acquired or established by or for any member of the Infrastructurco Group after the Effective Time.

“Infrastructurco Disclosure” shall mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, any other Governmental Entity, or holders of any securities of any member of the Infrastructurco Group, in each case, on or after the Effective Time by or on behalf of any member of the Infrastructurco Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

“Infrastructurco Employee” shall have the meaning set forth in the Employee Matters Agreement.

“Infrastructurco Financing Arrangements” shall have the meaning set forth in the definition of “Financing Arrangements.”

“Infrastructurco Group” shall mean (i) Infrastructurco and each of its Subsidiaries immediately following the Effective Time and (ii) each other Person who is or becomes an Affiliate of Infrastructurco at or after the Effective Time, in each case, other than the members of the Flowco Group.

“Infrastructurco Group Performance Guarantee” shall have the meaning set forth in Section 2.12(b).

“Infrastructurco Indemnitees” shall mean each member of the Infrastructurco Group and each of their respective Affiliates, and each of their respective directors, officers, employees and agents (in each case, in their respective capacities as such) and each of the heirs, executors, successors and assigns of any of the foregoing.

“Infrastructurco Liabilities” shall mean any and all Liabilities of any of SPX, Flowco or any of their respective Affiliates, including:

(i)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained, assumed, performed, satisfied or retired by any member of the Infrastructurco Group;

(ii)any and all Liabilities, including Environmental Liabilities, to the extent relating to, arising out of or resulting from:

(A)the operation or conduct of any Infrastructurco Business, as conducted at any time prior to, on or after the Effective Time:

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(B)any of the Former SPX Businesses; or

(C)any Infrastructurco Assets, whether arising before, on or after the Effective Time;

(iii)any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from:

(A)the Pre-Separation Disclosure; or

(B)a material misstatement or omission contained in the sections of the Distribution Disclosure Documents described in Schedule [•]; or

(C)any Infrastructurco Disclosure;

(iv)any and all Liabilities relating to, arising out of or resulting any Indebtedness of any member of the Infrastructurco Group incurred pursuant to the Infrastructurco Financing Arrangements or after the Effective Time;

(v)any and all Liabilities relating to, resulting from, or arising out of any Action (x) listed or described on Schedule [•]; or (y) to the extent such Action relates to, results from, or arises out of the Infrastructurco Business, the Infrastructurco Assets or the other Infrastructurco Liabilities;

(vi)any and all Retained Specified Liabilities; and

(vii)any and all Liabilities as of immediately prior to the Effective Time that are not Flowco Liabilities.

Notwithstanding the foregoing, the Infrastructurco Liabilities shall in no event include (A) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained, assumed, performed, satisfied or retired by any member of the Flowco Group, or for which any member of the Flowco Group is liable pursuant to this Agreement or such Ancillary Agreement, or (B) the Notes.

“Infrastructurco Third Party Performance Support” shall have the meaning set forth in Section 2.12(c).

“Insurance Proceeds” shall mean those monies (i) received by an insured from an unaffiliated Third-Party insurer under any Third Party SPX Policy, or (ii) paid by such Third-Party insurer on behalf of an insured under any Third Party SPX Policy.

“Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third Party SPX Policies, whether or not subject to deductibles, co-insurance, uncollectibility, exhaustion of limits, or retrospectively-rated premium adjustments.

“Intercompany Accounts” shall mean any receivable, payable or loan between any member of the Infrastructurco Group, on the one hand, and any member of the Flowco Group, on the other hand, that is reflected in the Records of the relevant members of the Infrastructurco

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Group and the Flowco Group, except for any such receivable, payable or loan that arises pursuant to this Agreement or any Ancillary Agreement.

“Internal Control Audit and Management Assessments” shall have the meaning set forth in Section 5.2(a)(i).

“Law” shall mean any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order requirement or rule of law (including common law) or other binding directives of any Governmental Entity.

“Liabilities” shall mean all debts, liabilities, obligations, responsibilities, response actions, losses, damages (whether compensatory, punitive, consequential, incidental, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law or other pronouncements of Governmental Entities having the effect of Law, Actions, threatened Actions, order or consent decree of any Governmental Entity or any award of any arbitration tribunal, and those arising under any Contract, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expenses of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

“Liable Party” shall have the meaning set forth in Section 2.11(b).

“Negotiation Period” shall have the meaning set forth in Section 8.1(a).

“Notes” shall mean SPX’s 6.875 % Senior Notes due 2017 subject to the Indenture.

“Novated Third Party SPX Liability Policies” shall mean the Third Party SPX Policies other than those listed on Schedule [•].

“NYSE” shall mean the New York Stock Exchange.

“Other Parties’ Auditors” shall have the meaning set forth in Section 5.2(a)(iii).

“Party” shall have the meaning set forth in the preamble hereof.

“Performance Guarantee Obligation” shall have the meaning set forth in Section 2.12(d).

“Person” shall mean any (i) individual, (ii) Business Entity or (iii) Governmental Entity.

“Policies” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, business interruption, workers’ compensation and employee dishonesty insurance policies, together with the rights, benefits and privileges thereunder.

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“Pre-Separation Disclosure” shall mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) that SPX, Flowco, or any of their respective Affiliates filed with or furnished to the Commission, any other Governmental Entity, or holders of any securities of SPX or any of its Affiliates, in each case, prior to the Effective Time and in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

“Prime Rate” shall mean the rate per annum publicly announced by JPMorgan Chase Bank (or any successor thereto or other major money center commercial bank agreed to by the Parties) from time to time as its prime lending rate, as in effect from time to time.

“Record Date” shall mean the date to be determined by the Board of Directors of SPX in its sole and absolute discretion as the record date for the Distribution.

“Records” shall mean any Contracts, documents, books, records or files.

“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Material into the Environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials).

“Reorganization” shall have the meaning set forth in the recitals hereto.

“Reorganization Documents” shall have the meaning set forth in Section 3.1.

“Reorganization Step Plan” shall have the meaning set forth in Section 3.1.

“Retained Specified Liabilities” shall mean any actual or alleged Liabilities, other than Flowco Specified Liabilities, arising out of or attributable to the actual or alleged manufacture, sale or distribution of products containing asbestos in connection with any of the businesses or operations of SPX or any of its Affiliates or by Former SPX Businesses prior to the Effective Time, or from actual or alleged exposure to or injury from asbestos or products containing asbestos at a premises that was or is owned or operated by any of the businesses or operations of SPX or any of its current or former Affiliates or any of their respective Former Businesses prior to the Effective Time, including Liabilities arising out of or attributable to actual or alleged personal injuries asserted by a Person (whether prior to or after the Effective Time) resulting from exposure to any products containing asbestos manufactured, marketed, sold or distributed in connection with any of the businesses or operations of SPX or any of its Affiliates or any of their respective Former Businesses prior to the Effective Time (other than Flowco Specified Liabilities).

“Rules” shall have the meaning set forth in Section 8.3.

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

“Separation” shall have the meaning set forth in the recitals hereto.

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“Shared Access Period” shall have the meaning set forth in Section 7.2(b).

“Shared Contracts” shall mean the Contracts entered into prior to the Effective Time to which either Party or any of its respective Subsidiaries and one or more Third Parties are a party that inures to the benefit or burden of both the Flowco Business and the Infrastructurco Business.

“Shared Contractual Liabilities” shall mean Liabilities in respect of Shared Contracts.

“Software” shall mean all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user manuals and training materials related to any of the foregoing.

“SPX” shall have the meaning set forth in the preamble hereof.

“SPX Common Stock” shall mean the issued and outstanding shares of common stock, par value $0.01 per share, of SPX.

“SPX Global Note” shall mean physical evidence of SPX’s indebtedness under the Indenture in substantially the form set forth in Exhibit A to the Indenture.

“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Business Entity in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity or otherwise has control over such entity (e.g., as the managing partner of a partnership).

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between SPX and Flowco, dated as of the date hereof, and substantially in the form attached as Exhibit B hereto.

“Third Party” shall mean any Person other than the Parties or any of their respective Subsidiaries.

“Third Party Claim” shall have the meaning set forth in Section 6.4(b).

“Third Party SPX Policies” shall mean all Policies with policy periods or coverage rights in effect as of the Effective Time issued by unaffiliated Third-Party insurers to SPX or any of its current or former Affiliates which cover risks that relate to the Flowco Liabilities, Flowco Assets or Flowco Business, including the Policies listed on Schedule [•].

“Trademark License Agreement” shall mean the Trademark License Agreement by and between Infrastructurco and Flowco, to be dated on or about the date hereof, and substantially in the form attached as Exhibit C hereto.

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“Transfer” shall have the meaning set forth in Section 2.2(a)(i).

“Transfer Documents” shall mean, collectively, the various Contracts and other documents entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement (including as contemplated by the Reorganization Step Plan) or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement (other than the Ancillary Agreements), each of which shall be in such form and dated as of such date as SPX shall determine in its sole and absolute discretion.

“Transferred Entities” shall have the meaning set forth in Section 2.2(a)(i).

“Transition Services Agreement” shall mean the Transition Services Agreement by and between Infrastructurco and Flowco, dated as of the date hereof, and substantially in the form attached as Exhibit D hereto.

“Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests (but not including non-voting preferred stock) in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person.

Section 1.2.References; Interpretation.  References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee.  Unless the context otherwise requires:

(i)the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation;”

(ii)references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement;

(iii)the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(iv)references in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein;

(v)the Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; and

(vi)any agreement by a Party to take, or refrain from taking, any action hereunder shall be deemed to constitute an agreement by such Party to cause each member of such Party’s Group to take, or refrain from taking, such action.

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Section 1.3.Effective Date of Agreement.  This Agreement shall be effective as of the date first written above.

Section 1.4.Other Matters.  As described in more detail in, but subject to the terms and conditions of, Section 10.1 and Section 10.2, each Ancillary Agreement will govern Infrastructurco’s and Flowco’s respective rights, responsibilities and obligations after the Distribution with respect to the matters set forth in such Ancillary Agreement, except as expressly set forth in this Agreement or any other Ancillary Agreement.

ARTICLE II

THE SEPARATION

Section 2.1.General.  Subject to the terms and conditions of this Agreement, the Parties shall use their respective commercially reasonable efforts to ensure the transactions contemplated hereby are consummated in a timely manner.  It is the intent of the Parties that prior to the Distribution, Infrastructurco, Flowco and their respective Subsidiaries shall be reorganized, to the extent necessary, such that immediately following the consummation of such reorganization, subject to Section 2.7 and the provisions of any Ancillary Agreement, (i) all of SPX’s and its Subsidiaries’ right, title and interest in and to the Flowco Assets will be owned or held by a member or members of the Flowco Group, the Flowco Business will be conducted by the members of the Flowco Group, and the Flowco Liabilities will be assumed by (or retained by) a member of the Flowco Group; and (ii) all of SPX’s and its Subsidiaries’ right, title and interest in and to the Infrastructurco Assets will be owned or held by a member or members of the Infrastructurco Group, the Infrastructurco Business will be conducted by the members of the Infrastructurco Group and the Infrastructurco Liabilities will be assumed by (or retained by) a member of the Infrastructurco Group.

Section 2.2.Transfer of Assets.

(a)At or prior to the Effective Time:

(i)Infrastructurco shall, and hereby does, transfer, contribute, assign, distribute, and convey (“Transfer”) to Flowco or another member of the Flowco Group, and Flowco shall, and hereby does, accept from Infrastructurco and the applicable members of the Infrastructurco Group, all of the members of the Infrastructurco Group’s respective direct or indirect rights, title and interest in and to the Flowco Assets, including all issued and outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a)(i) (the “Transferred Entities”) (it being understood that if any Flowco Asset shall be held by a Transferred Entity or a Subsidiary of a Transferred Entity, such Flowco Asset shall be deemed to be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Transferred Entity to Flowco or another member of the Flowco Group); and

(ii)Flowco shall, and hereby does, Transfer to Infrastructurco or another member of the Infrastructurco Group, and Infrastructurco shall, and hereby does accept from Flowco and the applicable members of the Flowco Group, all of members of the Flowco Group’s respective direct or indirect right,

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title and interest in and to the Infrastructurco Assets held by Flowco or another member of the Flowco Group, including all issued and outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a)(ii) (the “Retained Entities”) (it being understood that if any Infrastructurco Asset shall be held by a Retained Entity or a Subsidiary of a Retained Entity, such Infrastructurco Asset shall be deemed to be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Retained Entity to Infrastructurco or another member of the Infrastructurco Group).

(b)Unless otherwise agreed to by the Parties, each of Infrastructurco and Flowco, as applicable, shall be entitled to designate the Business Entity within such Party’s respective Group to which any Assets are to be transferred pursuant to this Agreement.

Section 2.3.Assumption and Satisfaction of Liabilities.  Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Infrastructurco shall, and hereby does, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Infrastructurco Liabilities and (b) Flowco shall, and hereby does, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the Flowco Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Infrastructurco Group or the Flowco Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability, and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.

Section 2.4.Intercompany Accounts.

(a)Each Intercompany Account (other than those set forth on Schedule 2.4(a)) shall be satisfied and/or settled by Infrastructurco and Flowco no later than the Effective Time by (i) forgiveness by the relevant obligee, (ii) one or a related series of distributions of and/or contributions to capital, (iii) payment by the relevant obligor to the relevant obligee, or (iv) dividends or a combination of the foregoing, in each case as determined by SPX in its sole and absolute discretion.

(b)With respect to any Intercompany Account that is set forth on Schedule 2.4(a) and any other Intercompany Account that is not satisfied or settled as described in Section 2.4(a) for any reason, such Intercompany Account shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or if such terms and conditions are not set forth in writing, such obligation shall be satisfied within 30 days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a Third Party and shall no longer be an Intercompany Account.

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Section 2.5.Bank Accounts; Cash Management.

(a)The Parties agree to take, at the Effective Time (or such earlier time as SPX may determine in its sole and absolute discretion), all actions necessary to amend, terminate and/or replace, as applicable, all Contracts governing each bank and brokerage account owned by Flowco or any other member of the Flowco Group (the “Flowco Accounts”) so that such Flowco Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Infrastructurco or any other member of the Infrastructurco Group (the “Infrastructurco Accounts”) are de-linked from the Infrastructurco Accounts.  From and after the Effective Time, no Infrastructurco Employee shall have any authority to access or control any Flowco Account, except as provided for through the Transition Services Agreement.

(b)The Parties agree to take, at the Effective Time (or such earlier time as SPX may determine in its sole and absolute discretion), all actions necessary to amend, terminate and/or replace, as applicable, all Contracts governing the Infrastructurco Accounts so that such Infrastructurco Accounts, if currently linked to a Flowco Account, are de-linked from the Flowco Accounts.  From and after the Effective Time, no Flowco Employee shall have any authority to access or control any Infrastructurco Account, except as provided for through the Transition Services Agreement.

(c)It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will be put in place a centralized cash management system pursuant to which the Flowco Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Flowco Group.

(d)It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will continue to be in place a centralized cash management system pursuant to which the Infrastructurco Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Infrastructurco Group.

(e)With respect to any outstanding checks issued by Infrastructurco, Flowco, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning the account on which the check is drawn.

(f)As between the Parties (and the members of their respective Groups) all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay over to the other Party the amount of such payment or reimbursement without right of set-off.

Section 2.6.Limitation of Liability; Termination of Inter-Group Agreements.

(a)Except as otherwise expressly provided in this Agreement, no Party shall have any Liability to any other Party or any member of each other Party’s Group in the event that

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any Information exchanged or provided pursuant to this Agreement (but excluding any such information included in the Distribution Disclosure Documents, Pre-Separation Disclosure, the Infrastructurco Disclosure and the Flowco Disclosure, Liability for any and all of which will be governed by Section 2.3) which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b)Except as provided in Section 2.4, Section 2.9, Section 2.12 or as set forth in subsection (c) below, no Party shall have any Liability to any other Party or any member of such other Party’s Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between it or any members in its Group, on the one hand, and the other Party, or any members of its Group, on the other hand, whether or not in writing, entered into or existing at or prior to the Effective Time, and each Party hereby terminates any and all Contracts, arrangements, course of dealings or understandings between it or any members in its Group, on the one hand, and the other Party, or any members of its Group, on the other hand, effective as of immediately prior to the Effective Time, and any such Liability, whether or not in writing, is hereby irrevocably cancelled, released and waived effective as of the Effective Time.  No such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time.  Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, any reasonably requested actions necessary to effect the foregoing.

(c)The provisions of Section 2.6(b) shall not apply to any of the following Contracts, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(i)this Agreement, the Ancillary Agreements, the Reorganization Documents and any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby;

(ii)any Contracts, arrangements, course of dealings or understandings to which any Third Party is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts, arrangements, course of dealings or understandings constitute Infrastructurco Assets, Flowco Assets, Infrastructurco Liabilities or Flowco Liabilities, such Contracts, arrangements, course of dealings or understandings shall be assigned or retained pursuant to Article II); and

(iii)any Contracts, arrangements, commitments or understandings to which any non-Wholly Owned Subsidiary of Infrastructurco or Flowco is a party.

Section 2.7.Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a)To the extent that any Transfers or assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such Transfers or assumptions as promptly following the Effective Time as shall be practicable.  Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the assumption of any Liabilities which by their terms or operation of Law cannot be

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Transferred or assumed; provided, however, that the Parties shall cooperate in good faith to agree on Consents or Governmental Approvals for the Transfer of all Assets and assumption of all Liabilities contemplated to be Transferred or assumed pursuant to this Article II that should be obtained (the “Agreed Consents”) and the efforts to be expended by the Parties to seek to obtain the Agreed Consents (the “Agreed Consent Efforts”).  In the event that any such Transfer of Assets or assumption of Liabilities has not been consummated as of the Effective Time, then from and after the Effective Time (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold such Asset for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) (for the avoidance of doubt, each Party may grant Security Interests on any such Assets to secure its own financings notwithstanding that any such Asset is being held for the use and benefit of the other Party or relevant member in its Group), (ii) the Party intended to assume such Liability shall pay or reimburse the Party (or the relevant member of its Group) retaining such Liability for all amounts reasonably paid or incurred in connection with the retention of such Liability and (iii) the Parties shall, for U.S. federal income tax purposes, reflect the Transfers of the use and benefit of such Assets and the assumption of reimbursement obligations for such Liabilities contemplated in this Section 2.7(a) as having occurred as of the Effective Time, in each case subject to applicable Law.  In addition, the Party retaining such Asset or Liability shall treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset or Liability is to be transferred or assumed in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member of the Infrastructurco Group or the Flowco Group, as the case may be, entitled to the receipt of such Asset or Liability.

(b)If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer or assignment of any Asset or assumption of any Liability pursuant to Section 2.7(a), are obtained or satisfied, the transfer, assignment or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Sections 2.2 and 2.3) and/or the applicable Ancillary Agreement as promptly as practicable after the receipt of such Consents, Governmental Approvals and/or absence or satisfaction of conditions.

(c)The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the transfer or assignment of such Asset or the deferral of the assumption of such Liability pursuant to Section 2.7(a) shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset, other than reasonable outside attorneys’ fees and recording or similar fees paid or incurred in connection with the transfer or assignment of such Asset, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

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(d)If at any time prior to April 30, 2018 either Party determines that it (or any member of its Group) owns any Asset that was allocated by the terms of this Agreement to be Transferred to the other Party or any member of such other Party’s Group at the Effective Time or that is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or any member of such other Party’s Group or an Asset that such other Party or any member of such other Party’s Group was intended to have the right to continue to use, then the Party owning such Asset shall as applicable (i) Transfer any such Asset to the Party (or relevant member of its Group) identified as the appropriate transferee and following such Transfer, such Asset shall be a Flowco Asset or Infrastructurco Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to assumption of associated Liabilities.  In connection with such transfer, contribution, assignment, distribution or conveyance, the receiving party shall assume all Liabilities related to such Asset.

(e)After the Effective Time, each Party (or any member of its Group) may receive mail, correspondence, e-mail, packages and other communications properly belonging to the other Party (or any member of its Group).  Accordingly, at all times after the Effective Time, each Party authorizes the other Party (or any member of its Group) to receive and open all mail, correspondence, e-mail, packages and other communications received by such Party (or any member of its Group) and not unambiguously intended for such first Party, any member of such first Party’s Group or any of their respective officers, directors, employees or other agents, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, correspondence, e-mail, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 10.6.  The provisions of this Section 2.7(e) are not intended to, and shall not, be deemed to constitute an authorization by any Party (or any member of its Group) to permit the other to accept service of process on its (or its members’) behalf and no Party (or any member of its Group) is or shall be deemed to be the agent of the other Party (or any member of its Group) for service of process purposes.

Section 2.8.Transfer Documents.  In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.7, by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.

Section 2.9.Shared Contracts.

(a)With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows:

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(i)first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;

(ii)second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract.  Notwithstanding the foregoing, each Party shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract.

(b)Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Infrastructurco or any member of the Infrastructurco Group, on the one hand, or Flowco or any member of the Flowco Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Infrastructurco, on the one hand, or Flowco, on the other hand, will use its respective commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party in as efficient a manner as can be effected with commercially reasonable efforts.

(c)Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Infrastructurco Group or Flowco Group, as applicable.  The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c) into separate Contracts between the appropriate Third Party and either Flowco or a member of the Flowco Group or Infrastructurco or a member of the Infrastructurco Group.

(d)The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of twelve (12) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation of such Shared Contracts as described above.

Section 2.10.Further Assurances.

(a)In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.7, each of the Parties shall cooperate with each other and use commercially reasonable efforts, prior to, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)Without limiting the foregoing, each Party shall cooperate with the other Party, from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer and/or assumption, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent

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with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby.

(c)On or prior to the Distribution Date, Infrastructurco and Flowco in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Infrastructurco or Subsidiary of Flowco, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d)Notwithstanding anything herein to the contrary, neither Party is under any obligation to seek to obtain any Consent or Governmental Approval, except for any obligation to make the Agreed Consent Efforts to obtain the Agreed Consents, as determined in accordance with the proviso contained in Section 2.7(a).

Section 2.11.Novation of Liabilities; Consents.

(a)Other than with respect to any Flowco Group Performance Guarantee (which shall be subject to the terms of Section 2.12(a)) or any Infrastructurco Group Performance Guarantee (which shall be subject to the terms of Section 2.12(b)), as applicable, each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any material Consent, release, substitution or amendment required to novate or assign all obligations under Contracts or other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable, or for which a member of the other Party is otherwise liable, and that do not constitute Liabilities of such other Party as provided in this Agreement, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any Third Party from whom any such Consent, substitution or amendment is requested (unless the other Party agrees to fully reimburse the requesting Party).

(b)If the Parties are unable to obtain, or to cause to be obtained, any material Consent, release, substitution or amendment, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Effective Time.  The Liable Party shall indemnify each other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any knowing violation of Law or fraud in connection therewith as determined by a court of competent jurisdiction in a final judgment that is not subject to appeal.  The other Party shall, without

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further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such other Party pursuant to this Agreement).  If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Section 2.12.Performance Guarantees.

(a)With respect to any guarantee or other obligation for which any member of the Flowco Group is a guarantor of, or obligor for, any Infrastructurco Liability (“Flowco Group Performance Guarantee”), Infrastructurco shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising therefrom or relating thereto (in accordance with the provisions of Article VI) and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder.

(b)With respect to any guarantee or other obligation for which any member of the Infrastructurco Group is a guarantor of, or obligor for, any Flowco Liability (“Infrastructurco Group Performance Guarantee”), Flowco shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising therefrom or relating thereto (in accordance with the provisions of Article VI) and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder.

(c)Infrastructurco and Flowco shall cooperate, and Flowco shall use commercially reasonable efforts, to replace all letters of credit, foreign credit instruments, bank guarantees, surety bonds, performance bonds or analogous instruments issued by Third Parties that were obtained by or on the credit of the members of the Infrastructurco Group on behalf of or in favor of any member of the Flowco Group or the Flowco Business (or the beneficiaries relating thereto such as, without limitation, customers, suppliers or taxing authorities of the Flowco Business) (the “Infrastructurco Third Party Performance Support”) prior to or as promptly as practicable after the Effective Time with letters of credit, foreign credit instruments, bank guarantees, surety bonds, performance bonds or analogous instruments issued by Third Parties that are obtained by and on the credit of Flowco or a member of the Flowco Group as of the Effective Time.  With respect to any Infrastructurco Third Party Performance Support that remains outstanding after the Effective Time, Flowco shall indemnify and hold harmless the Infrastructurco Indemnitees for any Liabilities arising from or relating to such Infrastructurco Third Party Performance Support, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the Third Party issuers or the beneficiaries of such Infrastructurco Third Parties Performance Support in accordance with the terms thereof.

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(d)If requested by a Party, any indemnification or reimbursement of any Liability with respect to any Flowco Group Performance Guarantee, Infrastructurco Group Performance Guarantee or Infrastructurco Third Party Performance Support (in each case, a “Performance Guarantee Obligation”) shall be made by the indemnifying or reimbursing Party in the currency in which payment was made (or is expected to be made) by the requesting Party (or member of its Group).  If any Party (or any member of its Group) receives a request to pay any Performance Guarantee Obligation from a Third Party, such Party shall use commercially reasonable efforts to promptly inform the other Party accordingly.  Each Party’s obligation to pay any Performance Guarantee Obligation and other indemnification obligations under this Section 2.12 shall be absolute, irrevocable and unconditional, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Performance Guarantee Obligation, or any term or provision therein, or (if any) underlying agreement, (ii) any draft or other document presented under a Performance Guarantee Obligation proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable issuer of the Performance Guarantee Obligation against presentation of a draft or other document that does not comply with the terms of such Performance Guarantee Obligation, (iv) failure by a Party to provide the other Party with the information contemplated by this Section 2.12, (v) any dispute as to whether or the amount of any Performance Guarantee Obligation was proper, or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.12(d), constitute a legal or equitable discharge of, or provide a right of setoff against, a Party’s obligations hereunder.

Section 2.13.Disclaimer of Representations and Warranties.

(a)EACH OF INFRASTRUCTURCO AND FLOWCO UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, ASSUMPTION, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE OR ASSUME ANY LIABILITY UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.  EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE WITHOUT

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WARRANTY) AND THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH.  ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b)Each of Infrastructurco and Flowco further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.13(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Infrastructurco or any member of the Infrastructurco Group, on the one hand, and Flowco or any member of the Flowco Group, on the other hand, are jointly or severally liable for any Infrastructurco Liability or any Flowco Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and the members of their respective Groups, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and the members of their respective Groups.

(c)Infrastructurco hereby waives compliance by itself and each and every member of the Infrastructurco Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Infrastructurco Assets to Infrastructurco or any member of the Infrastructurco Group.

(d)Flowco hereby waives compliance by itself and each and every member of the Flowco Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Flowco Assets to Flowco or any member of the Flowco Group.

Section 2.14.Financing Arrangements; Credit Agreement.  Prior to the Distribution Date, Flowco and Infrastructurco shall enter into the Financing Arrangements, on such terms and conditions as agreed by SPX (including the amounts that shall be borrowed by Flowco and Infrastructurco, respectively, pursuant to the Financing Arrangements and the interest rates and terms for such borrowings).  The Parties shall participate in the preparation of all materials and presentations as may be reasonably necessary to obtain funding pursuant to the Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to obtain the financings under the Financing Arrangements.  The Parties agree that SPX shall be ultimately responsible for all out-of-pocket costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Infrastructurco Group or Flowco Group associated with negotiating, documenting and entering into the Financing Arrangements (but, for the avoidance of doubt, Flowco shall be responsible for all fees payable to its financing sources in connection with the Flowco Financing Arrangements).  Prior to the

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Distribution Date, SPX will use reasonable best efforts to take or cause to be taken all actions, and enter into such agreements and arrangements, as will be necessary to cause, as of the Distribution Date, (i) to terminate the Credit Agreement and cause SPX and its Subsidiaries to be fully and unconditionally released from all Liabilities in respect of the Credit Agreement (other than pursuant to those provisions thereof that by their express terms survive termination) and to cause all Security Interests thereunder or under agreements ancillary thereto to be fully and unconditionally released, (ii) to cause Flowco to be substituted for SPX as issuer under the Indenture, and (iii) otherwise to implement the Financing Arrangements.

Section 2.15.Cash Contribution.  Immediately prior to the Effective Time, SPX will contribute to Flowco or such other member or members of the Flowco Group such amount of cash and cash equivalents as necessary (if any) so that, as of the Effective Time, the Flowco Group will have, in the aggregate, an amount of cash and cash equivalents of no less than the equivalent of $[·] (as converted) in accordance with the regional allocation provisions set forth in Schedule 2.15.  All cash and cash equivalents held by any member of the Flowco Group as of the Effective Time will be a Flowco Asset and all cash and cash equivalents held by any member of the Infrastructurco Group as of the Effective Time will be an Infrastructurco Asset.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1.Reorganization.  The Parties agree to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Reorganization (such documentation necessary to effect the Reorganization, the “Reorganization Documents”) as set forth on Schedule 3.1 (the steps of the Reorganization being referred to herein as the “Reorganization Step Plan”), as the same may be updated by SPX from time to time.

Section 3.2.Certificate of Incorporation; Bylaws.  At or prior to the Effective Time, SPX shall, and shall cause Flowco to, take all necessary actions to adopt the amended and restated certificate of incorporation and amended and restated by-laws in the form filed by Flowco with the Commission as exhibits to the Form 10.

Section 3.3.Directors and Executive Officers.

(a)At or prior to the Effective Time, SPX shall take all necessary action to (x) cause the Board of Directors of Flowco to consist of the individuals who are identified in the Form 10 (including the Information Statement) at the Effective Time as being directors of Flowco and (y) cause the executive officers of Flowco to consist of the individuals who are identified in the Form 10 (including the Information Statement) at the Effective Time as being the executive officers of Flowco.

(b)At or prior to the Effective Time, SPX shall take all necessary action, including by obtaining resignations and appointing new officers or directors, as necessary, to (x) cause the Board of Directors of Infrastructurco to consist of the individuals who are identified by the Board of Directors of SPX as being the Board of Directors of Infrastructurco at the Effective Time and (y) cause the executive officers of Infrastructurco to consist of the individuals who are

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identified by the Board of Directors of SPX as being the executive officers of Infrastructurco at the Effective Time.

Section 3.4.Resignations.

(a)Subject to Section 3.4(b), at or prior to the Effective Time, (i) SPX shall cause all its employees and any employees of its Affiliates who will not be a Flowco Employee immediately following the Effective Time to resign, or deliver to Flowco all instruments and other documents reasonably necessary to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Flowco Group in which they serve, (ii) Flowco shall cause all Flowco Employees to resign, or deliver to Infrastructurco all instruments and other documents reasonably necessary to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Infrastructurco Group in which they serve, (iii) SPX shall cause all its employees and any employees of its Affiliates who will not be an Infrastructurco Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Infrastructurco Group in which they serve, and (iv) Infrastructurco shall cause all Infrastructurco Employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Flowco Group in which they serve.

(b)No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5.Ancillary Agreements.  At or prior to the Effective Time, Infrastructurco and Flowco shall enter into, and/or (where applicable) shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

ARTICLE IV

THE DISTRIBUTION

Section 4.1.Exchange of Flowco Assets for Flowco Stock and Debt Securities; Debt Exchange.  On or prior to the Distribution Date and in connection with the Separation:

(a)as consideration for the transfer of the Flowco Assets to Flowco, Flowco shall issue to SPX:

(i)such number of shares of Flowco Common Stock (or SPX and Flowco shall take or cause to be taken such other appropriate actions to ensure that SPX has the requisite number of shares of Flowco Common Stock) as may be requested by SPX in order to effect the Distribution, which shares as of the date of issuance shall represent (together with such shares previously held by SPX) all of the issued and outstanding shares of Flowco Common Stock; and

(ii)the Flowco Global Note; and

(b)SPX shall deliver the Flowco Global Note to the Trustee (as defined in the Indenture), as custodian for the Depositary (as defined in the Indenture), whereupon the Trustee, as custodian for the Depositary, shall deliver the SPX Global Note to SPX.

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Section 4.2.Distribution.  Subject to the conditions and other terms contained in this Article IV, SPX will cause the Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Flowco Common Stock to book entry accounts for each holder of SPX Common Stock or designated transferee or transferees of such holder of SPX Common Stock.  For stockholders of SPX who own SPX Common Stock through a broker or other nominee, their shares of Flowco Common Stock will be credited to their respective accounts by such broker or nominee.  No action by any holder of SPX Common Stock on the Record Date shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of Flowco Common Stock such stockholder is entitled to in the Distribution.

Section 4.3.Reserved.

Section 4.4.Actions in Connection with the Distribution.

(a)Flowco shall file such amendments and supplements to the Form 10 as SPX may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 and Information Statement as may be required by the Commission or federal, state or foreign securities Laws.  SPX shall mail to the holders of SPX Common Stock, at such time on or prior to the Distribution Date as SPX shall determine, the Information Statement included in the Form 10, as well as any other information concerning Flowco, Flowco’s business, operations and management, the Separation and such other matters as SPX shall reasonably determine are necessary and as may be required by Law.

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(b)Flowco shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities.  Promptly after receiving a request from SPX, Flowco shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that SPX determines is necessary or desirable to effectuate the Distribution, and SPX and Flowco shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

(c)Promptly after receiving a request from SPX, Flowco shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Flowco Common Stock to be distributed in the Distribution, subject to official notice of distribution.

Section 4.5.Sole and Absolute Discretion of SPX.  Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, SPX shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof.  In addition, SPX may, in accordance with Section 10.10, at any time prior to the Distribution Date and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.  None of Flowco, any other member of the Flowco Group, any Flowco Employee or any Third-Party shall have any right or claim to require the consummation of the Separation or the Distribution, each of which shall be effected at the sole and absolute discretion of the Board of Directors of SPX.

Section 4.6.Conditions to Distribution.  Subject to Section 4.5, the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by SPX in its sole and absolute discretion).  The conditions are for the sole benefit of SPX and shall not give rise to or create any duty on the part of SPX or the Board of Directors of SPX to waive or not waive any such condition.  Any determination made by SPX prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.6 shall be conclusive and binding on the Parties hereto.

(a)The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to SPX’s stockholders as of the Record Date;

(b)The Flowco Common Stock to be delivered to the SPX stockholders in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution;

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(c)SPX shall have obtained from Fried, Frank, Harris, Shriver & Jacobson LLP (or other outside tax counsel of national standing) an opinion that is consistent with SPX’s intent that the separation be tax-free to SPX and SPX shareholders for U.S. federal income tax purposes;

(d)All permits, registrations and consents required under the securities or blue sky Laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been obtained and be in full force and effect;

(e)No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II, shall be in effect, and no other event outside the control of SPX shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions;

(f)The Reorganization shall have been effectuated in accordance with the Reorganization Step Plan;

(g)Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;

(h)All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect;

(i)The Flowco Financing Arrangements and the Infrastructurco Financing Arrangements shall have been executed and delivered and the proceeds thereof shall have been (or substantially concurrently will be) received by Flowco and Infrastructurco, as applicable;

(j)The Board of Directors of SPX shall have received an opinion of a solvency opinion provider of national standing, in form and substance satisfactory to the Board of Directors of SPX (in its sole and absolute discretion) with respect to the solvency, capital adequacy and sufficiency of surplus of each of Infrastructurco and Flowco after giving effect to the Separation; and

(k)No events or developments shall have occurred or exist that, in the judgment of the Board of Directors of SPX, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interest of SPX or its stockholders.

ARTICLE V

CERTAIN COVENANTS

Section 5.1.Legal Name.  From and after the Effective Time until the date that is twenty (20) years after the Distribution Date, SPX shall not change its corporate name without the prior written consent of Flowco.

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Section 5.2.Auditors and Audits; Financial Statements and Accounting.

(a)Each Party agrees that, until March 31, 2017, and in any event solely for the purpose of the preparation and audit of each of the Party’s financial statements for any of the years ended December 31, 2013, 2014 and 2015, the preparation of each of the Party’s financial statements for any of the quarterly periods during the years ended December 31, 2013, 2014 and 2015, the printing, filing and public dissemination of such financial statements, the audit of each Party’s internal control over financial reporting related to each of the Party’s financial statements for any of the years ended December 31, 2013, 2014 and 2015 and such Party’s management’s assessment thereof, and each Party’s management’s assessment of such Party’s disclosure controls and procedures related to the financial statements for any of the years ended, and the quarterly periods ended during, the years ended December 31, 2013, 2014 and 2015:

(i)Annual Financial Statements.  Each Party shall provide to the other Party on a timely basis all information reasonably required to meet such other Party’s schedule for the preparation, printing, filing, and public dissemination of its annual financial statements, for management’s assessment of and conclusion with respect to, the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and for statutory account filings for any of its foreign Subsidiaries and, to the extent applicable to such other Party, (A) its auditor’s audit report of its internal control over financial reporting and (B) management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder (such assessments and audit being referred to as the “Internal Control Audit and Management Assessments”).  Without limiting the generality of the foregoing, each Party will provide all required financial and other Information with respect to itself and the members of its Group to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the other Party’s auditors with respect to information to be included or contained in such other Party’s annual financial statements or statutory account filings for its foreign Subsidiaries and to permit such other Party’s auditors and management to complete their respective auditor’s report on Internal Control Audit and Management Assessments, to the extent applicable to such Party.

(ii)Quarterly Financial Statements.  Each Party shall provide to the other Party on a timely basis all information reasonably required to meet such other Party’s schedule for the preparation, printing, filing, and public dissemination of its quarterly financial statements, for management’s conclusions with respect to the effectiveness of its disclosure controls and procedures and changes to its internal control over financial reporting in accordance with Items 307 and 308(c), respectively, of Regulation S-K and for statutory account filings for any of its foreign Subsidiaries.

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(iii)Access to Personnel and Records.  Each audited Party shall authorize, and use its reasonable best efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements.  Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

(b)Amended Financial Reports.  In the event a Party restates any of its financial statements that includes such Party’s audited or unaudited financial statements or statutory account filings for such Party’s foreign Subsidiaries with respect to any balance sheet date or period of operation between January 1, 2010 and December 31, 2015, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the Commission or the appropriate Governmental Entity that includes such restated audited or unaudited financial statements or statutory account filing (the “Amended Financial Reports”); provided, however, that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the Commission or appropriate Governmental Entity, which changes will be delivered to the other Party as soon as reasonably practicable; provided, further, however, that such first Party’s financial personnel will actively consult with the other Party’s financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the Commission or other Governmental Entity, with particular focus on any changes which would have an effect upon the other Party’s financial statements or related disclosures.  Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party and the Other Parties’ Auditors, in connection with the other Party’s preparation of any Amended Financial Reports.

(c)Financials; Outside Auditors.  If any Party or member of its respective Group is required, pursuant to Rule 3-09 of Regulation S-X or otherwise, to include in its Exchange Act filings audited financial statements or other information of the other Party or member of the other Party’s Group, the other Party shall use its commercially reasonable efforts (i) to provide such audited financial statements or other information, and (ii) to cause its outside auditors to consent to the inclusion of such audited financial statements or other information in the Party’s Exchange Act filings.

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(d)Third Party Agreements.  Nothing in this Section 5.2 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information.  The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying therewith.

Section 5.3.No Restrictions on Corporate Opportunities.

(a)In the event that Flowco or any other member of the Flowco Group, or any director or officer of Flowco or any other member of the Flowco Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Flowco or any other member of the Flowco Group and Infrastructurco or any other member of the Infrastructurco Group, subsequent to the Effective Date, neither Flowco nor any other member of the Flowco Group, nor any director or officer of Flowco or any other member of the Flowco Group, shall have any duty to communicate or present such corporate opportunity to Infrastructurco or any other member of the Infrastructurco Group and shall not be liable to Infrastructurco or any other member of the Infrastructurco Group or to Infrastructurco’s stockholders for breach of any fiduciary duty as a stockholder of Infrastructurco or an officer or director thereof by reason of the fact that Flowco any other member of the Flowco Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another Person, or does not present such corporate opportunity to Infrastructurco or any other member of the Infrastructurco Group.

(b)In the event that Infrastructurco or any other member of the Infrastructurco Group, or any director or officer of Infrastructurco or any other member of the Infrastructurco Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Infrastructurco or any other member of the Infrastructurco Group and Flowco or any other member of the Flowco Group, subsequent to the Effective Date, neither Infrastructurco nor any other member of the Infrastructurco Group, nor any director or officer of Infrastructurco or any other member of the Infrastructurco Group, shall have any duty to communicate or present such corporate opportunity to Flowco or any other member of the Flowco Group and shall not be liable to Flowco or any other member of the Flowco Group or to Flowco’s stockholders for breach of any fiduciary duty as a stockholder of Flowco or an officer or director thereof by reason of the fact that Infrastructurco or any other member of the Infrastructurco Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another Person, or does not present such corporate opportunity to Flowco or any other member of the Flowco Group.

(c)For the avoidance of doubt, to the extent that any person who is a director or officer of Flowco or any other member of the Flowco Group is also a director or officer of Infrastructurco or any other member of the Infrastructurco Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Infrastructurco or any other member of the Infrastructurco Group and shall not be liable to Infrastructurco or any other member of the Infrastructurco Group or to Infrastructurco’s stockholders for breach of any fiduciary duty as an officer or director of Infrastructurco by

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reason of the fact that Flowco or any other member of the Flowco Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person, or does not present such corporate opportunity to Infrastructurco or any other member of the Infrastructurco Group, unless such corporate opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of Infrastructurco or any other member of the Infrastructurco Group.

(d)For the purposes of this Section 5.3, “corporate opportunities” of Flowco or any other member of the Flowco Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Flowco or any other member of the Flowco Group, including the Flowco Business, are of practical advantage to them and are ones in which Flowco or any other member of the Flowco Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Infrastructurco or any other member of the Infrastructurco Group or any of their officers or directors will be brought into conflict with that of Flowco or any other member of the Flowco Group, and “corporate opportunities” of Infrastructurco or any other member of the Infrastructurco Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Infrastructurco or any other member of the Infrastructurco Group, including the Infrastructurco Business, are of practical advantage to them and are ones in which Infrastructurco or any other member of the Infrastructurco Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Flowco or any other member of the Flowco Group or any of their officers or directors will be brought into conflict with that of Infrastructurco or any other member of the Infrastructurco Group.

ARTICLE VI

RELEASES AND INDEMNIFICATION

Section 6.1.Release of Pre-Distribution Claims.

(a)Except (i) as provided in Section 6.1(b), (ii) as may be otherwise provided in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification or contribution pursuant to this Article VI, each Party, on behalf of itself and each member of its respective Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of their respective Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, and solely for the benefit of the other Party, do hereby remise, release and forever discharge the other Party and the other members of such other Parties’ Group, their respective Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of such other Parties’ Group (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, including for fraud, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with all activities to implement the

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Distribution, the Separation and any of the other transactions contemplated hereunder and under any of the Ancillary Agreements.

(b)Nothing contained in Section 6.1(a) shall impair or otherwise affect any right of any Party, and as applicable, a member of the Party’s Group, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings unrelated to the Separation and Distribution and explicitly contemplated in this Agreement or any Ancillary Agreement to continue in effect after the Effective Time.  In addition, nothing contained in Section 6.1(a) shall release any Person from:

(i)any Liability assumed, transferred by, or assigned or allocated to, a Party or a member of such Party’s Group pursuant to or contemplated by this Agreement or any Ancillary Agreement including (A) with respect to Infrastructurco, any Infrastructurco Liability, and (B) with respect to Flowco, any Flowco Liability;

(ii)any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(iii)any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iv)any Liability with respect to any Intercompany Accounts that survive the Effective Time pursuant to Section 2.4(b); and

(v)any Liability the release of which would result in a release of any Person other than the Persons released in Section 6.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 6.1(a) with respect to such Liability.

In addition, nothing contained in Section 6.1(a) shall release any member of the Infrastructurco Group or Flowco Group from honoring its existing obligations to indemnify any director, officer or employee of the Infrastructurco Group or Flowco Group who was a director, officer or employee of SPX or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying circumstances or obligation giving rise to such Action relates to the Flowco Business or is a Flowco Liability, as between Infrastructurco and Flowco, Flowco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI and if the underlying circumstances or obligation giving rise to such Action relates to the Infrastructurco Business or is a Infrastructurco Liability, as between

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Infrastructurco and Flowco, Infrastructurco shall be responsible for such Liability in accordance with the provisions set forth in this Article VI.

(c)Each Party shall not make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against the other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 6.1(a), with respect to any and all Liabilities released pursuant to Section 6.1(a).

(d)It is the intent of each Party, by virtue of the provisions of this Section 6.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Effective Time, whether known or unknown, between or among one Party and/or a member of such Party’s Group, on the one hand, and the other Party and/or a member of such other Party’s Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Effective Time), except as specifically set forth in Section 6.1(a) and 6.1(b).

(e)If any Person associated with a Party (including any director, officer or employee of a Party) initiates an Action with respect to claims released by this Section 6.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article VI.

(f)At any time, at the request of any Party, each Party shall cause each member of its respective Group and to the extent practicable each other Person on whose behalf it released Liabilities pursuant to this Section 6.1 to execute and deliver releases reflecting the provisions hereof.

Section 6.2.Indemnification by Infrastructurco.  Except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, following the Effective Time, Infrastructurco shall indemnify, defend and hold harmless the Flowco Indemnitees from and against any and all Indemnifiable Losses arising out of, by reason of or otherwise in connection with (i) the Infrastructurco Liabilities, including the failure of any member of the Infrastructurco Group or any other Person to pay, perform or otherwise discharge any Infrastructurco Liability in accordance with its respective terms, whether prior to, on or after the Effective Time, or (ii) any breach by any member of the Infrastructurco Group of any provision of this Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.  Following the Effective Time, without limiting the generality of the foregoing, Infrastructurco shall indemnify, defend and hold harmless the Flowco Indemnitees from and against any and all Indemnifiable Losses to the extent set forth on Schedule 6.2.

Section 6.3.Indemnification by Flowco.  Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Flowco shall indemnify, defend

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and hold harmless the Infrastructurco Indemnitees from and against any and all Indemnifiable Losses arising out of, by reason of or otherwise in connection with (i) the Flowco Liabilities or the Notes, including the failure of any member of the Flowco Group or any other Person to pay, perform or otherwise discharge any Flowco Liability or the Notes in accordance with its respective terms, whether prior to, on or after the Effective Time or (ii) any breach by Flowco or any member of the Flowco Group of any provision of this Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.  Following the Effective Time, without limiting the generality of the foregoing, Flowco shall indemnify, defend and hold harmless the Infrastructurco Indemnitees from and against any and all Indemnifiable Losses to the extent set forth on Schedule 6.3.

Section 6.4.Procedures for Indemnification.

(a)An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), as promptly as practicable, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b)If a claim or demand (including the commencement of an Action) is made against a Infrastructurco Indemnitee or a Flowco Indemnitee (each, an “Indemnitee”) by any Third Party as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement (a “Third Party Claim”), such Indemnitee shall notify the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (which may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), of the Third Party Claim promptly (and in any event within ten (10) Business Days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(c)Other than in the case of a Liability being managed by a Party in accordance with any Ancillary Agreement, an Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and seek to settle or compromise any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the applicable Indemnitees, if it gives notice of its intention to do so to the applicable Indemnitees within thirty (30) days of the receipt of such notice from such Indemnitees.  After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or

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settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party.  In the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that involves such conflict of interest or seeks equitable relief with respect to the Indemnitee(s).

(d)If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 6.4(c), such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party.  If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee all witnesses, pertinent Information, material and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(e)Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.  If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (c) above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(f)In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the Indemnitee and provides for a full, unconditional and irrevocable release of the Indemnitee from all Liability in connection with the Third Party Claim.

(g)Except as otherwise provided in Section 10.19, absent actual and intentional fraud by an Indemnifying Party, the indemnification provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement (including with respect to monetary or compensatory damages or losses arising out of or relating to, as the case may be, any Flowco Liability or Infrastructurco Liability), and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party.  The remedies

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provided in this Article VI shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

(h)Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 6.4, the terms of the Ancillary Agreement will govern.

(i)Any Indemnitee that has made a claim for indemnification pursuant to this Section 6.4 shall use commercially reasonable efforts to mitigate any Indemnifiable Losses in respect thereof.

(j)The provisions of this Article VI shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claim brought or asserted after the date of this Agreement.  There shall be no requirement under this Section 6.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time.  The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Infrastructurco Liabilities and partly Flowco Liabilities.  If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII.  Neither Party shall file Third Party claims or cross-claims against the other Party or the members of its Group in an Action in which a Third Party Claim is being resolved.

Section 6.5.Indemnification Payments.  Indemnification required by this Agreement, including this Article VI, shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss or Liability incurred.

Section 6.6.Additional Matters; Survival of Indemnities.

(a)The indemnity and contribution agreements contained in this Agreement, including this Article VI¸ shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification or contribution hereunder.

(b)The rights and obligations of each Party and their respective Indemnitees relating to indemnity and contribution under this Agreement, including this Article VI, shall survive (i) the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any and all Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any member of its Group.

Section 6.7.Indemnification Obligations Net of Insurance Proceeds; Contribution.

(a)Insurance Proceeds.  The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability.  Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnitee shall be reduced by any Insurance

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Proceeds or any other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnitee in respect of the related Liability.  If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b)Insurers and Other Third Parties Not Relieved.  The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a “windfall” (e.g., a benefit they would not be entitled to receive in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement.  Each Party shall use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Agreement, including this Article VI.  Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any proceeding to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c)Contribution.  If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnitee in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.7(c), contribute to the Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Flowco and each other member of the Flowco Group, on the one hand, and Infrastructurco and each other member of the Infrastructurco Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.  With respect to any Losses arising out of or related to information contained in the Distribution Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the Flowco Business or a member of the Flowco Group, on the one hand, or the Infrastructurco Business or a member of the Infrastructurco Group, on the other hand.  All other information in the Distribution Disclosure Documents shall be deemed supplied by the members of the Flowco Group.  With respect to Pre-Separation Disclosure, all disclosure shall be deemed supplied by the Infrastructurco Business or the members of the Infrastructurco Group.

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Section 6.8.        Characterization of Indemnification and Reimbursement Payments.  For all Tax purposes, Infrastructurco and Flowco agree to treat any indemnification or reimbursement or other similar payment made hereunder (other than any payment of interest accruing after the Distribution Date) as an adjustment to the amount of Flowco Assets transferred by the Infrastructurco Group to the Flowco Group in connection with the Separation.

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1.        Provision of Corporate Records.  Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

(a)           After the Effective Time, upon the prior written request by Flowco for Information which relates to (x) any member of the Flowco Group or the conduct of the Flowco Business (including Flowco Assets and Flowco Liabilities), as the case may be, up to the Effective Time, or (y) any Ancillary Agreement, Infrastructurco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Flowco has a reasonable need for such originals) in the possession or control of Infrastructurco or any of its Affiliates.

(b)           After the Effective Time, upon the prior written request by Infrastructurco for Information which relates to (x) any member of the Infrastructurco Group or the conduct of the Infrastructurco Business (including Infrastructurco Assets and Infrastructurco Liabilities), as the case may be, up to the Effective Time, or (y) any Ancillary Agreement, Flowco shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Infrastructurco has a reasonable need for such originals) in the possession or control of Flowco or any of its Affiliates.

Section 7.2.        Access to Information.

(a)           Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII, from and after the Effective Time, each of Infrastructurco and Flowco shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information and to the requirements of any applicable Law, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and reasonably relates to (x) such other Party or the conduct of its business prior to the Effective Time or (y) any Ancillary Agreement; provided, however, in the event that a Party determines that any such access or the provision of any such information (including information requested under Section 5.2 or Section 7.1) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work

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product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such information request in a manner that avoids any such harm, violation or consequence.  Each of Infrastructurco and Flowco shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 5.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

(b)           Notwithstanding anything herein to the contrary, from and after the Effective Time until the end date specified in a written notice delivered by one Party to the other Party (the “Shared Access Period”), Infrastructurco agrees to cooperate with Flowco and the members of the Flowco Group to enable Flowco and the members of the Flowco Group and their respective authorized accountants, counsel and other designated representatives to obtain access to Information relating to the Flowco Business that is in the custody of any third party records management repository to which Infrastructurco has transferred information, including but not limited to Iron Mountain.

(c)           Infrastructurco and Flowco each acknowledge and agree that each Party possesses certain Information reflecting the operations of the other Party for periods prior to the Effective Time in such archived electronic format as described in Schedule 7.2(c) (the “Archived Data”).  Subject to the provisions of Section 7.7 below, each Party agrees to maintain the Archived Data in a manner materially consistent with the treatment of such Archived Data as of the Effective Date; provided, however, that neither Party is required to maintain any specific storage format, license, system, reporting functionality for such Archived Data or specific personnel to provide access to the Archived Data.  Access to the Archived Data will remain under the sole discretion and control of the custodian Party and, except as specifically set forth on Schedule 7.2(c), no personnel of either Party will be granted direct access to the other Party’s network or systems and any requests for delivery of Archived Data shall be governed by the provisions of Section 7.2(a).

Section 7.3.        Witness Services.  At all times from and after the Effective Time, each of Infrastructurco and Flowco shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Group’s officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party.

Section 7.4.        Confidentiality.

(a)           Notwithstanding any termination of this Agreement, from and after the Effective Time until the date that is ten (10) years after the Distribution Date, the Parties shall hold, and shall each cause their respective officers, employees, agents, consultants and advisors

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to hold, in strict confidence, and not to disclose or release or use, for any ongoing or future commercial purpose, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party (and the members of its respective Group and Business); provided, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other appropriate purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of the members of their respective Groups are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, or (iii) as necessary in order to permit a Party to prepare and disclose its financial statements, or other required disclosures; provided, further, that each Party (and members of its Group as necessary) may use, or may permit use of, Confidential Information of the other Party in connection with such first Party performing its obligations, or exercising its rights, under this Agreement or any Ancillary Agreement.  Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining.  In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information.

(b)           Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to SPX’s confidential and proprietary information pursuant to policies in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or the members of its Group and their respective employees shall remain in full force and effect.  Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Flowco Business (in the case of the Flowco Group) or the Infrastructurco Business (in the case of the Infrastructurco Group).

(c)           Each Party acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party prior to the Effective Time.  Such Party will hold in strict confidence the confidential and proprietary information of Third Parties to which they or any other member of their respective Groups has access, in accordance with the terms of any Contracts entered into prior to the Effective Time between one or more members of the such Party’s Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such Third Parties.

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Section 7.5.        Privileged Matters.

(a)           Pre-Separation Services.  The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Infrastructurco Group and the Flowco Group, and that each of the members of the Infrastructurco Group and the Flowco Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law.  No Party may waive any privilege which could be asserted under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party.

(b)           Post-Separation Services.  The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Infrastructurco or Flowco or their successors or assigns, as the case may be.  With respect to such post-separation services, the Parties agree as follows:

(i)            Infrastructurco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Infrastructurco Business, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or any member of its Group or their respective successors or assigns.  Infrastructurco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Infrastructurco Liabilities, now pending or which may be asserted in the future, in any Action, lawsuits or other proceedings initiated against or by Infrastructurco or any member of its Group, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or any member of its Group or their respective successors or assigns; and

(ii)           Flowco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Flowco Business, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or their successors or assigns.  Flowco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Flowco Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Flowco or any member of its Group, whether or not the privileged information is in the possession of or under the control of Infrastructurco or Flowco or any member of its Group or their respective successors or assigns.

(iii)          The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 7.5, with respect to all privileges not allocated pursuant to the terms of Section 7.5(b)(i) and 7.5(b)(ii).  All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both Infrastructurco and Flowco in respect of

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which both Parties retain any responsibility or Liability under this Agreement, shall be subject to a shared privilege among them.

(c)           No Party may waive any privilege which could be asserted under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party.  If a dispute arises between or among the Parties or their respective Group members regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(d)           Upon receipt by any Party or by any member of its Group thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Group members’ current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.5 or otherwise to prevent the production or disclosure of such privileged information.

(e)           The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Infrastructurco and Flowco as set forth in Section 7.4 and this Section 7.5 to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges.  The access to Information being granted pursuant to Section 7.1 and Section 7.2, the agreement to provide witnesses and individuals pursuant to Section 7.3, the furnishing of notices and documents and other cooperative efforts contemplated by this Section 7.5, and the transfer of privileged information between and among the Parties and the members of their respective Groups pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.6.        Ownership of Information.  Any Information owned by one Party or any of the members of its Group that is provided to a requesting Party pursuant to this Article VII or Section 5.2 shall be deemed to remain the property of the providing Party.  Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

Section 7.7.        Retention of Records.  Except as otherwise required by Law or agreed in writing, or as otherwise provided in any Ancillary Agreement, each Party shall use commercially reasonable efforts to comply with its records retention policy, as amended or revised from time to time, in the retention and destruction of all Information in the possession of such Party or any other member of its Group substantially relating to the other Party, any other member of its Group or its Business, its Assets or Liabilities, this Agreement or the Ancillary Agreements.

Section 7.8.        Other Agreements.  The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information, or privileged matter with respect thereto, set forth in any Ancillary Agreement.

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Section 7.9.        Compensation for Providing Information.  A Party requesting Information pursuant to this Article VII agrees to reimburse the providing Party for the reasonable, out-of-pocket expenses, if any, of copying and otherwise complying with the respect with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting any privilege thereunder or any other restrictions on the disclosure of such Information).

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1.        Negotiation.

(a)           In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of, this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII) or otherwise related to the transactions contemplated hereby or thereby (but excluding any controversy, dispute or claim arising out of any Contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), the general counsel or chief legal officer (as appropriate) of the relevant Parties (or such other person designated by the relevant Party) shall negotiate for a minimum of sixty (60) days to attempt to settle such Agreement Dispute (“Negotiation Period”).  The Negotiation Period shall commence on the date of receipt by a Party of written notice of such Agreement Dispute (“Dispute Notice”).  Within thirty (30) days of receipt of the Dispute Notice, the receiving Party shall submit to the other Party a written response.

(b)           Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1 (i) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of the Dispute Notice, and (ii) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall be tolled by the service of a Dispute Notice.  Such tolling-period shall terminate at the conclusion of the arbitration proceeding or one hundred eighty (180) days after the date of issuance of the Dispute Notice if no arbitration proceeding has commenced by that date.

(c)           Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or other proceeding, but shall be considered as to have been disclosed for settlement purposes.

Section 8.2.        Statute of Limitations.  No arbitration proceeding may be commenced or prosecuted if the claim asserted therein would be barred by the statute of limitations applicable if the claim were being asserted in a state court for the State of Delaware for all state law claims and in a federal court in the State of Delaware for all federal law claims.

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Section 8.3.        Arbitration.  If the Agreement Dispute has not been resolved for any reason after sixty (60) days have elapsed from the receipt by a Party of a Dispute Notice, such Agreement Dispute shall be exclusively and finally determined, at the request of any relevant Party, by arbitration conducted where the Parties agree it would be most convenient, and in the absence of agreement in Charlotte, North Carolina, before and in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules then currently in effect, except as modified herein (the “Rules”).

(a)           Selection of Arbitrators.

(i)            The Agreement Dispute shall be heard and determined by either one (1) or three (3) arbitrators, as may be agreed upon by the Parties.  If the Parties are unable to agree upon the number of arbitrators and a claim or counterclaim involves at least $1,000,000, then three arbitrators shall hear and determine the case.  If the Parties are unable to agree upon the number of arbitrators and each claim and counterclaim is less than $1,000,000, then one arbitrator shall hear and determine the case.

(ii)           For Agreement Disputes heard and determined by one (1) arbitrator, the arbitrator shall be agreed to by the Parties within twenty (20) days of receipt by the respondent of a copy of the demand for arbitration or in default thereof appointed by the AAA in accordance with the Rules.

(iii)          For Agreement Disputes heard and determined by three (3) arbitrators, each Party shall appoint an arbitrator within twenty (20) days of receipt by respondent of a copy of the demand for arbitration.  The two (2) Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal.  Any arbitrator not timely appointed by the Parties shall be appointed by the AAA in accordance with the Rules.

(iv)          All arbitrators shall be neutral and disinterested, and there shall be no ex parte contact with any arbitrator during the pendency of the arbitration proceeding.

(b)           Disputes Concerning Arbitration.  Any controversy concerning the jurisdiction of the arbitrators, whether an Agreement Dispute is arbitrable, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators.

(c)           Arbitration Procedures.

(i)            Any hearing to be conducted shall be held no later than one hundred eighty (180) days following appointment of the arbitrators or as soon thereafter as practicable as determined in the sole discretion of the arbitrators.

(ii)           The arbitrators, consistent with the expedited nature of arbitration, shall permit limited discovery only of documents directly related to the issues in

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dispute.  There shall be no more than three (3) depositions per Party and no deposition shall be more than eight (8) hours.

(iii)          In resolving any Agreement Dispute, the Parties intend that the arbitrators shall apply the substantive Laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the Laws of another jurisdiction.

(d)           Pre-Hearing Procedure and Disposition.  Nothing contained herein is intended to or shall be construed to prevent any Party from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes, including to compel a Party to arbitrate any Agreement Dispute, to prevent irreparable harm prior to the appointment of the arbitral tribunal or to require witnesses to obey subpoenas issued by the arbitrators.  Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect.  The Parties agree to accept and honor any orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such interim order or remedy may be enforced, as necessary, in any court of competent jurisdiction.

(e)           Awards.  The arbitrators shall make an award and issue a reasoned opinion in writing setting forth the basis for such award within sixty (60) days following the close of the hearing on the merits.  The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings that is permitted under this Agreement and applicable Law, including monetary damages, specific performance and other forms of legal and equitable relief.  The Parties hereby waive any claim to exemplary, punitive, multiple or similar damages in excess of compensatory damages, attorneys’ fees, costs and expenses of arbitration, except as may be expressly required by statute or as necessary to indemnify a Party for a Third Party Claim and the arbitrators are not empowered to and shall not award such damages.  Any final award must provide that the Party against whom an award is issued shall comply with the order within a specified period of time, not to exceed thirty (30) days.

(f)            Finality of Awards.  The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties.  The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award in any court of competent jurisdiction.

(g)           Costs and Fees.  Except as otherwise provided in any Ancillary Agreement, the arbitrator shall award the prevailing party, if any, as determined by the arbitrator all of its costs and fees of arbitration.  If any Party attempts, unsuccessfully, to prevent an Agreement Dispute from being arbitrated such Party shall reimburse the prevailing party for all costs and fees incurred in compelling arbitration.  As used in this Section, costs and fees of arbitration shall mean reasonable attorneys’ fees and expenses, litigation support expenses, the arbitrators’ fees, AAA administrative fees and expert fees.

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(h)           Adherence to Time Limits.  In accepting appointment, each of the arbitrators shall commit that his or her schedule permits him or her to devote the reasonably necessary time and attention to the arbitration proceedings and to resolving the Agreement Dispute within the time periods set by this Agreement and by the Rules.  Any time limits set out in this Article VIII or in the Rules may be modified upon written agreement of the Parties and the arbitrators or by order of the arbitrators for good cause shown.  Any failure of the arbitrators to comply with such time limits or to render a final award within the time specified shall not impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings.

(i)            Confidentiality of Proceedings.  Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement or as may be required by law or any regulatory authority, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration or the award.  The arbitral award shall be confidential; provided that such award may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce this agreement to arbitrate or any arbitral award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or regulatory authority.

Section 8.4.        Continuity of Service and Performance.  During the course of dispute resolution pursuant to the provisions of this Article VIII, the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not subject to such dispute resolution.

ARTICLE IX

INSURANCE

Section 9.1.        Assignment of Rights.  Effective as of the Effective Time, and subject to Section 2.7, SPX, on its behalf and on behalf of its Affiliates, hereby assigns, transfers, conveys and delivers to Flowco, and Flowco hereby accepts, all rights to, proceeds from, and all claims of SPX and its Affiliates (or any of them) for coverage, defense, indemnification, payment, reimbursement, recoupment, or any other benefits provided under any Third Party SPX Policies in connection with Flowco Liabilities.  This assignment includes, but is not limited to, any and all chose in action rights arising from or related to Flowco Liabilities.  In accordance with the assignment of insurance rights and claims in this Section 9.1, Flowco shall have the right to make claims for coverage for Flowco Liabilities under the Third Party SPX Policies, including providing notice and tender of claims to insurers.  The Parties shall reasonably cooperate as necessary to effectuate further the assignment of rights and claims in this Section 9.1 and in Flowco’s pursuit of insurance coverage under the Third Party SPX Policies for Flowco Liabilities, including by making available to Flowco copies of the Policies, and cooperating in actions that are necessary or helpful to perfect or secure the right of Flowco to obtain coverage for Flowco Liabilities under the Third Party SPX Policies.  Flowco may take whatever action it deems reasonable to effectuate the assignment of insurance rights and claims in this Section 9.1 and to secure coverage under the Third Party SPX Policies for Flowco Liabilities, at its sole cost and expense.  Such actions may include filing any legal proceeding for declaratory judgment or damages, in its own name or the name of one or more of the Parties, against an insurer issuing or

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subscribing to one or more of the Third Party SPX Policies, and/or bringing an action or asserting a claim against any such insurer for compensatory or punitive damages for breach of contract, breach of the covenant of good faith and fair dealing, violation of applicable insurance laws, or violation of other legal obligations arising out of the acts or omissions of such insurers in connection with Flowco Liabilities.

Section 9.2.        Third Party SPX Policies.

(a)           SPX shall use commercially reasonable efforts to obtain, or to cause to be obtained, any material Consent, release, substitution or amendment required to novate, assign by endorsement, or amend (with assumption, as applicable) to add Flowco as a named insured party to, each of the Novated Third Party SPX Liability Policies, so that (i) such Third Party SPX Policies will continue to provide Flowco and any other member of the Flowco Group with access to and coverage under the applicable Third Party SPX Policies, and (ii) Flowco and any other member of the Flowco Group may submit, administer, manage, litigate and settle claims under the applicable Novated Third Party SPX Liability Policies.  To the extent that any novations, endorsements or amendments contemplated by this Section 9.2(a) shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such novations, endorsements or amendments as promptly following the Effective Time as shall be practicable.

(b)           With respect to any Third Party SPX Policy (other than Novated Third Party SPX Liability Policies that are novated as contemplated by Section 9.2(a) at or prior to the Effective Time) that may cover a loss or casualty with respect to the Flowco Business, Infrastructurco will, and will cause the applicable insurance companies or members of the Infrastructurco Group that are insured thereunder (i) to continue to provide Flowco and any other member of the Flowco Group with access to and coverage under the applicable Third Party SPX Policies, and (ii) to the extent requested by (and, in accordance with the reasonable instructions of) Flowco, submit, administer, manage, litigate and settle claims on behalf of Flowco or any other member of the Flowco Group under the applicable Third Party SPX Policies; provided, that Flowco shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing to Third Parties relating to such claims.  Flowco shall reimburse Infrastructurco for its reasonable, documented costs and expenses incurred by Infrastructurco in connection with its submission, administration, management, litigation and settlement of claims on behalf of Flowco or any other member of the Flowco Group in accordance with the foregoing to the extent such costs and expenses are not covered under Third Party SPX Policies.  Flowco shall reimburse Infrastructurco within sixty (60) days following the receipt of an applicable monthly invoice from Infrastructurco, for any payments of claims made by or on behalf of Flowco, including any and all applicable deductibles, self-insured retentions, retrospective premiums, and reasonable third party costs ,co-payments or any other charge or fee legally due and owing to Third Parties relating to such Flowco claims. Reasonable documented costs and expenses incurred by Infrastructurco, litigation and settlement of claims on behalf of Flowco or any other member of the Flowco Group in accordance with the foregoing to the extent such costs and expenses are not covered under Third Party SPX Policies will be reimbursed to Infrastructurco by Flowco. None of Infrastructurco or any member of the Infrastructurco Group shall settle any Insured Claim of Flowco or any member of Flowco Group under the Third Party SPX Policies without first obtaining the approval of Flowco or such member of Flowco Group.

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(c)           Infrastructurco shall not, without the consent of Flowco, provide any insurance company with a release or amend, modify or waive any rights under any Third Party SPX Policy if such release, amendment, modification or waiver thereunder would materially adversely affect any rights of any member of the Flowco Group with respect to insurance coverage otherwise afforded to the Flowco Group; provided, however, that the foregoing shall not (i) preclude any member of Infrastructurco Group from presenting any claim or from exhausting any policy limit, (ii) require any member of the Infrastructurco Group to pay any premium, or (iii) require any member of the Infrastructurco Group to renew or extend or continue any Third Party SPX Policy in force beyond its current term.

Section 9.3.        Director and Officer Liability Insurance.  For the six (6)-year period commencing at the Effective Time, Infrastructurco shall maintain in effect United States directors’ and officers’ liability insurance coverage with reputable insurance carriers in an amount not less than $100,000,000 for the first three (3) years and $80,000,000 for the next three (3) years, respectively, on terms and conditions no less advantageous to the directors and officers than the coverage currently provided under SPX’s current policies.  Such insurance coverage shall cover the directors and officers of SPX and its Subsidiaries prior to the Effective Time with respect to acts or omissions that occurred prior to the Effective Time.  If Infrastructurco or any of its successors or assigns (i) consolidates or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Infrastructurco shall assume all of the obligations set forth in this Section 9.3.

Section 9.4.        Cooperation.  The Parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Article IX.

Section 9.5.        Miscellaneous.  Nothing in this Agreement shall be deemed to restrict Flowco or Infrastructurco, or any members of their respective Groups, from acquiring at its own expense any Policy in respect of any Liabilities or covering any period.  Except as otherwise provided in this Agreement or any Ancillary Agreement, from and after the Effective Time, Flowco and Infrastructurco shall be responsible for obtaining and maintaining their respective insurance programs for their risk of loss and such insurance arrangements shall be separate programs apart from each other and each will be responsible for its own premiums, retentions, deductibles, or other charges or fees for such insurance programs.

ARTICLE X

MISCELLANEOUS

Section 10.1.     Complete Agreement; Construction.  This Agreement and the Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.  Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the event of any conflict between the terms and conditions of the body of this Agreement or any Ancillary Agreement and the terms and conditions of any Schedule, the terms and conditions of

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such Schedule shall control (it being understood that the Parties intend to include in the Schedules any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein).  Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control; provided, however, that in relation to (i) any matters concerning Taxes, the Tax Matters Agreement shall prevail over this Agreement and any other Ancillary Agreement; (ii) any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement, and (iii) the provision of support and other services after the Effective Time by the Flowco Group to the Infrastructurco Group, and vice versa, the Transition Services Agreement shall prevail over this Agreement or any other Ancillary Agreement.  It is the intention of the Parties that the Transfer Documents shall be consistent with the terms of this Agreement and the other Ancillary Agreements.  The Parties agree that the Transfer Documents are not intended and shall not be considered in any way to enhance, modify or decrease any of the rights or obligations of Infrastructurco, Flowco or any member of their respective Groups from those contained in this Agreement and the other Ancillary Agreements.

Section 10.2.     Ancillary Agreements.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements (excluding the Transfer Documents and the Reorganization Documents).

Section 10.3.     Counterparts.  This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, except as otherwise expressly provided in Section 1.3, shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.  Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 10.4.     Survival of Agreements.  Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5.     Expenses.

(a)           Except as otherwise expressly provided in this Agreement (including paragraphs (b) and (c) of this Section 10.5 and Schedule 10.5(a)) or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees and expenses incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Information Statement, the plan of Separation and the Distribution and the consummation of the transactions contemplated hereby and thereby shall be borne and paid by the Person incurring such cost or Liability.

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(b)           Except as otherwise expressly provided in this Agreement (including paragraphs (b) and (c) of this Section 10.5) or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each Party shall bear its own costs and expenses incurred or accrued after the Effective Time; provided, however, that any costs and expenses incurred in obtaining any Consents or novation from a Third Party in connection with the assignment to or assumption by a Party or a member of its Group of any Contracts in connection with the Separation shall be borne by the Party or the member of its Group to which such Contract is being assigned.

(c)           With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.10, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any Third-Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party.  Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel).  With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 5.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses.

Section 10.6.     Notices.  All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):

If to Infrastructurco:

SPX Corporation

13320-A Ballantyne Corporate Place

Charlotte, NC  28277

Attention:  General Counsel

Telecopy number: [·]

If to Flowco:

SPX FLOW, Inc.

13320 Ballantyne Corporate Place

Charlotte, NC  28277

Attention:  General Counsel

Telecopy number:  704.752.7448

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Section 10.7.     Waivers.  The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 10.8.     Amendments.  Subject to the terms of Section 10.10, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 10.9.     Assignment.  The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors (by merger, acquisition of assets or otherwise) and permitted transferees and assigns to the same extent as if such successor or permitted transferees and assigns had been an original party to the Agreement.  Notwithstanding the foregoing, this Agreement shall not be assignable, in whole or in part, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be null and void; provided, that (i) a Party may assign any or all of its rights and obligations under this Agreement to any of its Affiliates, but no such assignment shall release the assigning Party from any liability or obligation under this Agreement, (ii) a Party may assign this Agreement in whole in connection with a bone fide third party merger transaction in which such Party is not the surviving entity or the sale by such Party of all or substantially all of its Assets, and upon the effectiveness of such assignment under this clause (ii) the assigning Party shall be released from all of its obligations under this Agreement if the surviving entity of such merger or the transferee of such Assets shall agree in writing, in form and substance reasonably satisfactory to the other Party, to be bound by the terms of this Agreement as if named as a “Party” hereto, and (iii) a Party may pledge or collaterally assign its rights under this Agreement to any financing source for it or any member of its Group, but no such pledge or collateral assignment shall release the pledging or assigning Party from any liability or obligation under this Agreement.

Section 10.10.   Termination, Etc.  Notwithstanding anything to the contrary herein, this Agreement (including Article VI (Indemnification)) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole and absolute discretion of SPX without the approval of Flowco or the stockholders of SPX.  In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person.  After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 10.11.   Payment Terms.

(a)           Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party’s Group), on the one hand, to any other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within five (5) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

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(b)           Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement shall bear interest at a rate per annum equal to the then effective Prime Rate plus 2% (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

Section 10.12.   No Circumvention.  The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI).

Section 10.13.   Subsidiaries.  Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time.  This Agreement is being entered into by Infrastructurco and Flowco on behalf of themselves and the members of their respective Groups (the Infrastructurco Group and the Flowco Group).  This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time.  Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 10.14.   Third Party Beneficiaries.  Except as explicitly provided in Article VI relating to Indemnitees and except as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 10.15.   Exhibits and Schedules; Title and Headings.  The Exhibits and Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16.   Public Announcements.  From and after the Effective Time, Infrastructurco and Flowco shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by

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obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; or (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document or Pre-Separation Disclosure.

Section 10.17.   Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws, and not the Laws governing conflicts of Laws, of the State of Delaware.

Section 10.18.   Consent to Jurisdiction.  Subject to the provisions of Article VIII, each of the Parties irrevocably submits to exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any state or federal court within the State of Delaware) and (ii) so long as both Parties are headquartered in North Carolina, any state or federal court within the State of North Carolina, for the purposes of any suit, action or other proceeding to compel arbitration, for provisional relief in aid of arbitration in accordance with Article VIII, for provisional relief to prevent irreparable harm, or for the enforcement of any award issued thereunder.  Each of the Parties further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in Section 10.6 shall be effective service of process for any action, suit or proceeding in the Delaware or North Carolina courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.18.  Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware courts or, so long as both Parties are headquartered in North Carolina, the North Carolina courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in any Delaware court or, so long as both Parties are headquartered in North Carolina, any North Carolina court has been brought in an inconvenient forum.

Section 10.19.   Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms.  Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 10.20.   Waiver of Jury Trial.  SUBJECT TO ARTICLE VIII AND SECTIONS 10.18 AND 10.19, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING PERMITTED HEREUNDER.  EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS

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AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.20.

Section 10.21.   Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.22.   Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 10.23.   Authorization.  Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be duly executed as of the date first above written.

SPX CORPORATION

By:

Name:

Title:

SPX FLOW, INC.

By:

Name:

Title:

[Signature Page to Separation and Distribution Agreement]

EX-3.1

Exhibit 3.1

Form of

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SPX FLOW, INC.

SPX FLOW, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

(a)                   The Corporation filed its original Certification of Incorporation with the Secretary of State of the State of Delaware on February 11, 2015.

(b)                   This Amended and Restated Certificate of Incorporation, which restates and integrates and also further amends the provisions of the original Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and reads in its entirety as follows:

FIRST. The name of the corporation is SPX FLOW, Inc..

SECOND. The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business, or objects or purposes to be conducted or promoted by the Corporation are:

(a)           To manufacture, purchase or otherwise acquire invest in, or mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and with goods, wares and merchandise and property of every class and description, including but not limited to the manufacture and sale of automotive engine parts and related products.

(b)           To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or possessions of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, possession or country.

(c)           To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

(d)           To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.

1.   Authorized Shares. The total number of authorized shares of stock of all classes which the Corporation shall have authority to issue is three hundred three million (303,000,000), of which three million (3,000,000) shall be shares of Preferred Stock, without par value, and three hundred million (300,000,000) shall be shares of Common Stock, par value $0.01 per share.

2.   Preferred Stock.

(a)           The Preferred Stock shall be issuable in series, and in connection with the issuance of any series of Preferred Stock and to the extent now or hereafter permitted by the laws of the State of Delaware, the Board of Directors is authorized to fix by resolution the designation of each series, the stated value of the shares of each series, the dividend rate of each series and the date or dates and other provisions respecting the payment of dividends, the provisions, if any, for a sinking fund for the shares of each series, the preferences of the shares of each series in the event of the liquidation or dissolution of the Corporation, the provisions, if any, respecting the redemption of the shares of each series and, subject to requirements of the laws of the State of Delaware, the voting rights, the terms, if any, upon which the shares of each series shall be convertible into or exchangeable for any other shares of stock of the Corporation and any other relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of each series.

(b)           Preferred Stock of any series redeemed, converted, exchanged, purchased, or otherwise acquired by the Corporation shall constitute authorized but unissued Preferred Stock.

(c)           All shares of any series of Preferred Stock, as between themselves, shall rank equally and be identical; and all series of Preferred Stock, as between themselves, shall rank equally and be identical except as set forth in resolutions of the Board of Directors authorizing the issuance of such series.

3.   Common Stock.

(a)           After dividends to which the holders of Preferred Stock may then be entitled under the resolutions creating any series thereof have been declared and after the Corporation shall have set apart the amounts required pursuant to such resolutions for the purchase or redemption of any series of Preferred Stock, the holders of Common Stock shall be entitled to have dividends declared in cash, property, or other securities of the Corporation out of any net profits or net assets of the Corporation legally available therefor.

(b)           In the event of the liquidation or dissolution of the Corporation’s business and after the holders of Preferred Stock shall have received amounts to which they are entitled under the resolutions creating such series, the holders of Common Stock shall be

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entitled to receive ratably the balance of the Corporation’s net assets available for distribution.

(c)           Each share of Common Stock shall be entitled to one vote, but shall not be entitled to vote for the election of any directors who may be elected by vote of the Preferred Stock voting as a class.

4.   Preemptive Rights. No holder of any shares of the Corporation shall have any preemptive right to subscribe for or to acquire any additional shares of the Corporation of the same or of any other class, whether now or hereafter authorized or any options or warrants giving the right to purchase any such shares, or any bonds, notes, debentures or other obligations convertible into any such shares.

FIFTH.  The Corporation is to have perpetual existence.

SIXTH.  The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH.  Except as otherwise fixed by resolution of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock to elect directors as a class, the number of the directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors. The directors, other than those who may be elected by the holders of Preferred Stock, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. The directors in Class I shall serve for an initial term expiring at the Corporation’s 2016 annual meeting of stockholders, the directors in Class II shall serve for an intial term expiring at the Corporation’s 2017 annual meeting of stockholders, and the directors in Class III shall serve for an intial term expiring at the Corporation’s 2018 annual meeting of stockholders, with each director in a class to hold office until his successor is elected and qualified. At the 2016 annual meeting of the stockholders of the Corporation and at each subsequent annual meeting of the stockholders of the Corporation, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Advance notice of stockholder nominations for the election of directors shall be given in the manner provided in the By-Laws of the Corporation.

Except as otherwise fixed by resolution of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock to elect directors as a class, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall be a member of the class of directors in which the new directorship was created (subject to the requirements of this Article SEVENTH that all classes be as nearly equal in number as possible) or in which the vacancy occurred and shall be submitted to a stockholder vote at the next annual meeting of stockholders.

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No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

Subject to the rights of the holders of Preferred Stock to elect directors as a class, a director may be removed only for cause and only by the affirmative vote of the holders of 80% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

1.   To adopt, amend and repeal the By-Laws of the Corporation. Any by-laws adopted by the directors under the powers conferred hereby may be amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing or any other provision in this Amended and Restated Certificate of Incorporation or the By-Laws of the Corporation to the contrary, Article II, Sections 3 and 7 and Article III, Sections 1, 2 and 3 of the By-Laws of the Corporation shall not be amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 80% of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

2.   To fix and determine, and to vary the amount of, the working capital of the Corporation, and to determine the use or investment of any assets of the Corporation, to set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve or reserves.

3.   To authorize the purchase or other acquisition of shares of stock of the Corporation or any of its bonds, debentures, notes, scrip, warrants or other securities or evidences of indebtedness.

4.   Except as otherwise provided by law, to determine the places, within or without the State of Delaware, where any or all of the books of the Corporation shall be kept.

5.   To authorize the sale, lease or other disposition of any part or parts of the properties of the Corporation and to cease to conduct the business connected therewith or again to resume the same, as it may deem best.

6.   To authorize the borrowing of money, the issuance of bonds, debentures and other obligations or evidences of indebtedness of the Corporation, secured or unsecured, and the inclusion of provisions as to redeemability and convertibility into shares of stock of the Corporation or otherwise; and the mortgaging or pledging, as security for money borrowed or bonds, notes, debentures or other obligations issued by the Corporation, of any property of the Corporation, real or personal, then owned or thereafter acquired by the Corporation.

In addition to the powers and authorities herein or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the

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State of Delaware, of this Amended and Restated Certificate of Incorporation and of the By-Laws of the Corporation.

Subject to any limitation in the By-Laws of the Corporation, the members of the Board of Directors shall be entitled to reasonable fees, salaries or other compensation for their services, as determined from time to time by the Board of Directors, and to reimbursement for their expenses as such members. Nothing herein contained shall preclude any director from serving the Corporation or its subsidiaries or affiliates in any other capacity and receiving compensation therefor.

Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this Article SEVENTH.

EIGHTH.  Both stockholders and directors shall have power, if the By-Laws of the Corporation so provide, to hold their meetings and to have one or more offices within or without the State of Delaware.

Except as otherwise fixed by resolution of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of Preferred Stock, special meetings of stockholders may be called only by the Chairman on his own initiative, the President on his own initiative or by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with or repeal this Article EIGHTH.

NINTH.  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree

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to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

TENTH.  Except as otherwise provided in this Amended and Restated Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH.  No contract or other transaction between the Corporation and any person, firm, association or Corporation and no other act of the Corporation shall, in the absence of fraud, be invalidated or in any way affected by the fact that any of the directors of the Corporation are, directly or indirectly, pecuniarily or otherwise interested in such contract, transaction or other act or related to or interested in such person, firm, association or corporation as director, stockholder, officer, employee, member or otherwise. Any director of the Corporation individually, or any firm or association of which any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he individually or such firm or association is so interested shall be disclosed or known to the Board of Directors or a majority of such members thereof as shall be present at any meeting of the Board of Directors, or of any committee of directors having the powers of the full Board, at which action upon any such contract, transaction or other act is taken, and if such fact shall be so disclosed or known any director of the Corporation so related or otherwise interested may be counted in determining the presence of a quorum at any meeting of the Board of Directors or of such committee at which action upon any such contract, transaction or act shall be taken and may vote thereat with respect to such action with like force and effect as if he were not so related or interested. Any director of the Corporation may vote upon any contract or other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

TWELFTH.

(a)           A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware, or any other applicable law, is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, or any other

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applicable law, as so amended. Any repeal, or modification of this Section (a) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b)

(1)  Each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, or any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (2) of this Section (b) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section (b) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware, or any other applicable law, requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (b) or otherwise.

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(2)  If a claim under paragraph (1) of this Section (b) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware, or any other applicable law, for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, stockholders or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, or any other applicable law, nor an actual determination by the Corporation (including its Board of Directors, stockholders or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(3)  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

(4)  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware, or any other applicable law.

(5)  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (b) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

(6)  Any repeal or modification of this Section (b) by the stockholders of the Corporation shall not adversely affect any right or protection of a director,

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officer, employee or agent of the Corporation existing at the time of such repeal or modification.

THIRTEENTH.  Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to the General Corporation Law of the State of Delaware or the Corporation’s certificate of incorporation or by-laws (as either may be amended from time to time), or (d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).  Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article THIRTEENTH.

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation, and which has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, has been executed by its duly authorized officer as of [          ], 2015.

SPX FLOW, INC.

By:

Name:

Title:

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EX-3.2

Exhibit 3.2

Form of

BY-LAWS

OF

SPX FLOW, INC.

(A Delaware Corporation)

Amended and Restated

Effective as of [          ], 2015

BY-LAWS

OF

SPX FLOW, INC.

(A Delaware Corporation)

ARTICLE I

Offices

Section 1.  The registered office of the corporation shall be in Wilmington, New Castle County, Delaware.

Section 2.  The corporation shall have its principal office at 13320 Ballantyne Corporate Place, Charlotte, North Carolina, and it may also have offices at such other places as the board of directors may from time to time determine.

ARTICLE II

Stockholders

Section 1.  Annual Meeting.  The annual meeting of stockholders for the election of directors and for the transaction of such other business as may be properly brought before the meeting shall be held on such date as the board of directors shall fix each year.  No business shall be conducted at an annual meeting except in accordance with the procedures set forth in these by-laws.  The presiding officer of an annual meeting shall, if the facts warrant, determine that business was not properly brought before the meeting in accordance with the provisions of these by-laws, and, if it is so determined, shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

To be properly brought before an annual meeting, (a) business must be specified in the notice of meeting, or any supplement thereto, given by or at the direction of the board of directors, (b) business must be otherwise properly brought before the meeting by or at the direction of the board of directors, (c) director nominations by a stockholder must be submitted pursuant to Section 1 of Article III, or (d) business other than director nominations must be otherwise properly brought before the meeting by a stockholder who (i) is a stockholder of record at the time of giving notice provided for in this Section and at the time of the annual meeting of stockholders, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures as to such business set forth in this Section.  Clauses (c) and (d) of this paragraph shall be the exclusive means for a stockholder to submit business before an annual meeting of stockholders other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the corporation’s notice of meeting.

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For business to be properly brought before an annual meeting by a stockholder pursuant to Clause (d) of the preceding paragraph, such business must be a proper subject for stockholder action under the General Corporation Law of the State of Delaware and the secretary of the corporation must have received notice of such business in writing from the stockholder not later than the close of business on the one hundred and twentieth day, nor earlier than the one hundred and fiftieth day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that, subject to the last sentence of this paragraph, if an annual meeting is convened more than sixty days prior to, or delayed by more than forty-five days after, the anniversary date of the immediately preceding annual meeting, if no annual meeting was held in the preceding year, notice to be timely must be received by the secretary of the corporation from the stockholder not later than the close of business on the later of (i) the one hundred and twentieth day before such annual meeting, or (ii) if the first public announcement of the date of such annual meeting is less than one hundred days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made; and with respect to the 2016 annual meeting of stockholders, notice to be timely must be received by the secretary of the corporation from the stockholder not earlier than [   ] nor later than [   ].  A stockholder’s notice to the secretary of the corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the meeting, and (b) the reasons for conducting such business at the meeting.  In no event shall an adjournment, or postponement of an annual meeting for which the public announcement of the date thereof shall have been made, commence a new time period for the giving of notice by a stockholder.

Nothing in this Section shall be deemed to affect any rights of (a) stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of any series of preferred stock if and to the extent provided for under law, the certificate of incorporation or these by-laws.

Section 2.  Special Meetings.  Special meetings of the stockholders may be called only by the chairman, the president or the board of directors pursuant to a resolution approved by a majority of the entire board.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting of stockholders pursuant to the corporation’s notice of meeting.

Section 3.  Stockholder Action; How Taken.  Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.

Section 4.  Place of Meeting.  The board of directors may designate any place, either within or without Delaware, as the place of meeting for any annual or special meeting.

Section 5.  Notice of Meetings.  Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in the case of a merger or consolidation, not less than twenty nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the

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chairman, or the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope addressed to the stockholder at his address as it appears on the records of the corporation with postage thereon prepaid.

Section 6.  Record Date.  For the purpose of determining (a) stockholders entitled to notice of or to vote at any meeting of stockholders, (b) stockholders entitled to receive payment of any dividend, or (c) stockholders for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty days and not less than ten days, or in the case of a merger or consolidation not less than twenty days prior to the date on which the particular action, requiring such determination of stockholders is to be taken.

Section 7.  Quorum.  The holders of not less than one-third of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the certificate of incorporation or by these by-laws.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 8.  Notices; Required Stockholder Information.  A stockholder’s notice of director nominations to be brought before an annual or special meeting as permitted by Section 1 of Article III and a stockholder’s notice of other business to be brought before an annual meeting as permitted by Clause (d) of Section 1 of this Article, shall, in addition to the information required by such Sections, set forth the following as to the stockholder giving the notice and the beneficial owner or owners, if any, on whose behalf the nomination or business proposal is made and their respective affiliates and associates:

(a)           the name and address of such stockholder, as they appear on the corporation’s stockholder records, and of the beneficial owner or owners, if any, and of each of their respective affiliates and associates in respect of which information is required to be provided pursuant to Clauses (b) or (c) below;

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(b)           the class and number of shares of capital stock or other securities of the corporation or any of its subsidiaries that are owned, whether of record or beneficially, by such stockholder, such beneficial owner or owners, if any, and each of their respective affiliates and associates, as of the date of such notice (which information shall be supplemented by such stockholder, such beneficial owner or owners, if any, and their respective affiliates and associates, not later than ten days after the record date for the meeting to disclose such ownership as of the record date);

(c)           a representation that such stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and the beneficial owner or owners, if any, is the beneficial owner of stock of the corporation; and such stockholder (or its duly authorized representative) intends to appear in person or by proxy at the meeting to nominate the person or persons or present the business proposal, as specified in the notice;

(d)           a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such notice by, or on behalf of, the stockholder, the beneficial owner or owners, if any, or any of their respective affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder or the beneficial owner, if any, or any of their respective affiliates or associates, with respect to shares of stock or other securities of the corporation or any of its subsidiaries, and a representation that the stockholder or the beneficial owner or owners, if any, will notify the corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed;

(e)           any material interest of the stockholder or the beneficial owner or owners, if any, or any of their respective affiliates or associates in such director nomination or business proposal;

(f)            a description of all agreements, arrangements and understandings between such stockholder or the beneficial owner or owners, if any, or any of their respective affiliates or associates and any other person or persons (including their names) in connection with such director nomination or business proposal, including a description of all agreements, arrangements or understandings between such stockholder or the beneficial owner or owners, if any, or any of their respective affiliates or associates and each nominee and any other person or persons, naming such person or persons, pursuant to which the director nomination or nominations are to be made by the stockholder; and

(g)           any other information relating to such stockholder, beneficial owner or owners, if any, or any of their respective affiliates and associates that would be required by Section 14 of the Exchange Act and the rules and regulations promulgated thereunder to be included in a proxy statement or other filings of such stockholder, beneficial owner

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or owners, if any, or any of their respective affiliates and associates required to be made in connection with solicitations of proxies for the proposal or the election of directors in a contested election, as applicable, if Section 14 of the Exchange Act were applicable.

Section 9.  Procedure.  The order of business and all other matters of procedure at every meeting of stockholders shall be determined by the chairman of the meeting.  The board of directors shall appoint two or more inspectors of election to serve at every meeting of stockholders at which directors are to be elected.  The chairman of the meeting may adjourn or postpone a meeting of stockholders with or without the approval of the stockholders present and voting.  In no event shall the adjournment of an annual or special meeting commence a new time period for the giving of a stockholder’s notice as described in Section 1 of this Article or Section 1 of Article III.

ARTICLE III

Directors

Section 1.  Number, Election and Terms.  Except as otherwise fixed pursuant to the provisions of Article Fourth of the certificate of incorporation relating to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time by the board of directors but shall not be less than three.  The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as near equal in number as possible, designated Class I, Class II and Class III.  The directors in Class I shall serve for an initial term expiring at the 2016 annual meeting of stockholders, the directors in Class II shall serve for an initial term expiring at the 2017 annual meeting of stockholders, and the directors in Class III shall serve for an initial term expiring at the 2018 annual meeting of stockholders, with each director in a class to hold office until his or her successor is elected and qualified.  At the 2016 annual meeting of the stockholders and at each subsequent annual meeting of the stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

The term the “entire board” as used in these by-laws means the total number of directors which the corporation would have if there were no vacancies.

Except as provided in Section 2 of this Article, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the secretary of the corporation receives a notice that a stockholder has nominated a person for election to the board of directors in compliance with the advance notice requirements for stockholder nominees for director set forth in this Section and (ii) such nomination has not been withdrawn by such stockholder as of a date that is ten days in advance of the date the corporation files its definitive

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proxy statement with the Securities and Exchange Commission (regardless of whether or not thereafter revised or supplemented).  For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director.  The Nominating & Governance Committee shall maintain procedures regarding the tender to the board of directors by directors of advance resignations to address majority voting.  The Nominating & Governance Committee shall make a recommendation to the board of directors on whether to accept or reject a resignation, or whether other action should be taken.  The board of directors shall act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it in a Form 8-K filed with the Securities and Exchange Commission within ninety days from the date of the certification of the election results.

Subject to the rights of holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, nominations for the election of directors may be made by the board of directors or a committee appointed by the board of directors or by any stockholder who (i) is a stockholder of record at the time of giving notice provided for in this Section and at the time of the meeting of stockholders at which the election of directors occurs, (ii) is entitled to vote at the meeting on the election of directors, and (iii) complies with the notice procedures as to such nominations as set forth in this Section.  For a stockholder to nominate candidates for the election of directors at an annual meeting of stockholders, the secretary of the corporation shall have received notice of such nomination in writing from the stockholder not later than the close of business on the one hundred and twentieth day, nor earlier than the one hundred and fiftieth day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that, subject to the last sentence of this paragraph, if an annual meeting is convened more than sixty days prior to, or delayed by more than forty five days after, the anniversary date of the immediately preceding annual meeting, or if no annual meeting was held in the preceding year, notice to be timely must be received by the secretary of the corporation from the stockholder not later than the close of business on the later of (i) the one hundred and twentieth day before such annual meeting or (ii) if the first public announcement of the date of such annual meeting is less than one hundred days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made; and with respect to the 2016 annual meeting of stockholders, notice to be timely must be received by the secretary of the corporation from the stockholder not earlier than     nor later than    .  For a stockholder to nominate candidates for the election of directors at a special meeting of stockholders at which directors are to be elected, the secretary of the corporation shall have received notice of such nomination in writing from the stockholder not later than the close of business on the tenth day following the date on which public announcement of the date of such special meeting (and that directors will be elected at such special meeting) is first made.  A stockholder’s notice to the secretary of the corporation shall set forth: (a) the name and address of the person or persons to be nominated; (b) such other information regarding each nominee proposed by such stockholder that would be required by Section 14 of the Exchange Act and the rules and regulations promulgated thereunder to be included in a proxy statement or other filings of such stockholder, beneficial owner or owners, if any, or any of their respective affiliates and associates required to be made in connection with solicitations of proxies for the election of directors in a contested election, as applicable, if Section 14 of the Exchange Act were applicable; (c) the consent of each nominee to serve as a

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director of the corporation if so elected; and (d) a statement as to whether each nominee, if elected, intends to tender, promptly following such nominee’s election or re-election, an irrevocable resignation effective upon such nominee’s failure to receive the required vote for re-election at the next meeting at which such nominee would face re-election and the acceptance of such resignation by the board of directors, in accordance with the corporation’s Corporate Governance Guidelines.  In no event shall an adjournment, or postponement of an annual or special meeting for which the public announcement of the date thereof shall have been made, commence a new time period for the giving of notice by a stockholder.

The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

Section 2.  Newly Created Directorships and Vacancies. Except as otherwise fixed pursuant to the provisions of Article Fourth of the certificate of incorporation relating to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.  Any director elected in accordance with the preceding sentence shall be a member of the class of directors in which the new directorship was created (subject to the requirements of Section 1 of this Article III that all classes be as nearly equal in number as possible) or in which the vacancy occurred and shall be submitted to a stockholder vote at the next annual meeting of stockholders.  No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

Section 3.  Removal.  Subject to the rights of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, for cause, only by the affirmative vote of the holders of 80% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

Section 4.  Regular Meetings.  Regular meetings of the board of directors shall be held at such times and at such places as the board of directors may from time to time determine.

Section 5.  Special Meetings.  Special meetings of the board of directors may be called by or at the request of the chairman or the president or by any officer of the corporation upon the request of a majority of the entire board.  The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without Delaware, as the place for holding any special meeting of the board of directors called by them.

Section 6.  Notice.  Notice of regular meetings of the board of directors need not be given.  Notice of every special meeting of the board of directors shall be given to each director at his usual place of business, or at such other address as shall have been furnished by him for the

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purpose.  Such notice shall be given at least twenty-four hours before the meeting by telephone or by being personally delivered, mailed or telegraphed.  Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 7.  Quorum.  A majority of the entire board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that if less than a majority of the entire board is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the certificate of incorporation or these by-laws.

Section 8.  Compensation.  Directors who are also full time employees of the corporation shall not receive any compensation for their services as directors but they may be reimbursed for reasonable expenses of attendance.  By resolution of the board of directors, all other directors may receive either an annual fee or a fee for each meeting attended, or both, and expenses of attendance, if any, at each regular or special meeting of the board of directors; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 9.  Committees.  The board of directors may, by resolution passed by a majority of the entire board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.  Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 10.  Director Emeritus.  The board of directors may by resolution appoint any former director who has retired from the board of directors as a Director Emeritus.  Directors Emeritus may, but are not required to, attend all meetings (regular and special) of the board of directors and will receive notice of such meetings; however, they shall not have the right to vote and they shall be excluded from the number of directors for quorum and other purposes.  Directors Emeritus shall be appointed for one year terms and may be reappointed for up to two additional one year terms.

Section 11.  Independence.  No nominee shall be eligible for election to the board of directors unless such nominee has provided such information as the corporation has reasonably requested to determine the eligibility of such nominee to serve as an independent director of the corporation.

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ARTICLE IV

Officers

Section 1.  Number.  The officers of the corporation shall be a chairman, a vice-chairman (if elected by the board of directors), a president, an executive vice president (if elected by the board of directors), one or more vice-presidents (the number thereof to be determined by the board of directors), a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this Article.

Section 2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Vacancies may be filled or new offices created and filled at any meeting of the board of directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3.  Removal.  Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5.  Chairman.  The chairman shall preside at all meetings of the stockholders and the board of directors.  If so appointed by the board of directors he shall be the chief executive officer of the corporation and shall have those duties and responsibilities described in Section 8 of this Article.  He shall perform such other duties as may be prescribed by the board of directors.

Section 6.  Vice-Chairman.  The vice-chairman (if elected by the board of directors) shall, in the absence of the chairman, preside at all meetings of the stockholders and the board of directors.  If so appointed by the board of directors, he shall be either the chief executive officer or the chief operating officer, or both, and he shall have those duties and responsibilities described in Sections 8 or 9 of this Article, as the case may be.  He shall perform such other duties as may be prescribed by the board of directors and by the chief executive officer if he does not have that position.

Section 7.  President.  The president shall be either the chief executive officer or the chief operating officer, or both, as determined by the board of directors, and shall have the duties and responsibilities described in Sections 8 and 9 of this Article, as the case may be.  In the absence of the chairman and vice-chairman, he shall preside at all meetings of the stockholders and board of directors.  He shall perform such other duties as may be prescribed by the board of directors and chief executive officer if he does not have that position.

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Section 8.  Chief Executive Officer.  The chief executive officer of the corporation shall be either the chairman, the vice-chairman or the president as determined by the board of directors.  The chief executive officer shall provide overall direction and administration of the business of the corporation, he shall interpret and apply the policies of the board of directors, establish basic policies within which the various corporate activities are carried out, guide and develop long range planning and evaluate activities in terms of objectives.  He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, stock certificates of the corporation, any deeds, mortgages, bonds, contracts, or other instruments except in cases where the signing and execution thereof shall be required by law to be otherwise signed or executed, and he may execute proxies on behalf of the corporation with respect to the voting of any shares of stock owned by the corporation.  He shall have the power to (1) designate management committees of employees deemed essential in the operations of the corporation, its divisions or subsidiaries, and appoint members thereof, subject to the approval of the board of directors; (2) appoint certain employees of the corporation as vice presidents of one or several divisions or operations of the corporation, subject to the approval of the board of directors, provided however, that any vice president so appointed shall not be an officer of the corporation for any other purpose; and (3) appoint such other agents and employees as in his judgment may be necessary or proper for the transaction of the business of the corporation and in general shall perform all duties incident to the office of the chief executive.

Section 9.  Chief Operating Officer.  The chief operating officer (if elected by the board of directors) shall be either the vice-chairman or the president as determined by the board of directors.  The chief operating officer shall in general be in charge of all operations of the corporation and shall direct and administer the activities of the corporation in accordance with the policies, goals and objectives established by the chief executive officer and the board of directors.  In the absence of the chief executive officer, the chief operating officer shall assume the duties and responsibilities of the office of the chief executive.

Section 10.  Executive Vice President.  The executive vice president (if elected by the board of directors) shall report to either the chief executive officer or the chief operating officer as determined in the corporate organization plan established by the board of directors.  He shall direct and coordinate such major activities as shall be delegated to him by his superior officer in accordance with policies established and instructions issued by his superior officer, the chief executive officer, or the board of directors.

Section 11.  Vice Presidents.  The board of directors may elect one or several vice presidents.  Each vice president shall report to either the chief executive officer, the chief operating officer or the executive vice president as determined in the corporate organization plan established by the board of directors.  Each vice president shall perform such duties as may be delegated to him by his superior officers and in accordance with the policies established and instructions issued by his superior officer, the chief executive officer or the board of directors.  The board of directors may designate any vice president as a senior vice president and a senior vice president shall be senior to all other vice presidents and junior to the executive vice president.  In the event there be more than one senior vice president, then seniority shall be determined by and be the same as the annual order in which their names are presented to and acted on by the board of directors.

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Section 12.  The Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other; (b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chief executive officer, chief operating officer or by the board of directors.

Section 13.  The Secretary.  The secretary shall:  (a) keep the minutes of the meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws or as required by law; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) sign with the chairman, president, or a vice president, stock certificates of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chief executive officer, chief operating officer or by the board of directors.

ARTICLE V

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year.

ARTICLE VI

Seal

The corporate seal shall be in the form determined by the board of directors.

ARTICLE VII

Waiver of Notice

Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the certificate of incorporation or under the provisions of the laws of the State of Delaware, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE VIII

Amendments

Subject to the provisions of the certificate of incorporation, these by-laws may be altered, amended or repealed at any regular meeting of the stockholders, or at any special meeting of stockholders duly called for that purpose, by a majority vote of the shares represented and entitled to vote at such meeting; provided that in the notice of such special meeting notice of such purpose shall be given.  Subject to the laws of the State of Delaware, the certificate of incorporation and these by-laws, the board of directors may by a majority vote of those present at any meeting at which a quorum is present amend these by-laws, or enact such other by-laws as in their judgment may be advisable for the regulation of the conduct of the affairs of the corporation.

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EX-10.3

Exhibit 10.3

Form of

EMPLOYEE MATTERS AGREEMENT

by and between

SPX CORPORATION

and

SPX FLOW, INC.

Dated as of [·], 2015

Table of Contents

		Page
Article I
DEFINITIONS AND INTERPRETATION		1
Section 1.01	Certain Defined Terms	1
Section 1.02	Interpretation and Rules of Construction	6
Article II
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES		7
Section 2.01	General Principles	7
Section 2.02	Service Credit	9
Section 2.03	Benefit Plans	9
Section 2.04	Individual Agreements; Expatriate Obligations	10
Article III
EMPLOYEES		11
Section 3.01	Active Employees	11
Section 3.02	Former Employees	12
Section 3.03	Employment Law Obligations	13
Section 3.04	Employee Records	13
Section 3.05	No-Hire and Non-Solicitation	14
Article IV
EQUITY AWARDS		15
Section 4.01	General Principles	15
Section 4.02	Establishment of Equity Incentive Plans	15
Section 4.03	Treatment of Outstanding Equity Incentive Awards	16
Section 4.04	Section 16(b) of the Exchange Act	20
Section 4.05	Liabilities for Settlement of Awards	20
Section 4.06	Form S-8	20
Section 4.07	Tax Reporting and Withholding for Equity-Based Awards	20
Section 4.08	Cooperation	20
Section 4.09	SPX Equity Awards in Certain Non-U.S. Jurisdictions	21
Article V
CERTAIN U.S. WELFARE BENEFIT MATTERS		21
Section 5.01	Establishment of Welfare Plans	21
Section 5.02	Accrued Paid Time Off	25
Section 5.03	Flexible Spending Accounts	25

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Section 5.04	COBRA and HIPAA	26
Section 5.05	Third Party Vendors	26
Section 5.06	Severance	26
Article VI
DEFINED CONTRIBUTION, DEFINED BENEFIT, NON-QUALIFIED DEFERRED COMPENSATION PLANS, AND OTHER PLANS IN THE UNITED STATES		27
Section 6.01	Qualified Defined Contribution Plans	27
Section 6.02	Qualified Defined Benefit Plan	30
Section 6.03	Supplemental Retirement Savings Plan	30
Section 6.04	Supplemental Individual Account Retirement Plan	31
Section 6.05	Supplemental Retirement Plan for Top Management	32
Section 6.06	No Distributions on Separation	32
Section 6.07	IAM Fund	33
Article VII
NON-U.S. EMPLOYEES		33
Section 7.01	General Principles	33
Section 7.02	UK Pension Plans	33
Section 7.03	Canadian Pension Plans	34
Section 7.04	Certain Canadian Employees	34
Article VIII
ANNUAL INCENTIVE PLANS		34
Section 8.01	Annual Incentive Plans	34
Article IX
COMPENSATION MATTERS AND GENERAL BENEFIT AND EMPLOYEE MATTERS		35
Section 9.01	Restrictive Covenants in Employment and Other Agreements	35
Section 9.02	Termination of Participation	36
Section 9.03	Leaves of Absence	36
Section 9.04	Workers’ Compensation for Flowco Employees	36
Section 9.05	Unemployment Compensation	36
Section 9.06	Preservation of Rights to Amend	36
Section 9.07	Confidentiality	37
Section 9.08	Administrative Complaints/Litigation	37
Section 9.09	Reimbursement and Indemnification	37
Section 9.10	Fiduciary Matters	37
Section 9.11	Subsequent Transfers of Employment	37
Section 9.12	Section 409A	38

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Article X
MISCELLANEOUS		38
Section 10.01	Limitation of Liability	38
Section 10.02	Notices	38
Section 10.03	Public Announcements	39
Section 10.04	Severability	39
Section 10.05	Entire Agreement	39
Section 10.06	Amendments; No Waivers	39
Section 10.07	Assignment	40
Section 10.08	Parties in Interest	40
Section 10.09	Currency	40
Section 10.10	Tax Matters	40
Section 10.11	Governing Law	40
Section 10.12	Consent to Jurisdiction	40
Section 10.13	Dispute Resolution	41
Section 10.14	Specific Performance	41
Section 10.15	No Circumvention	41
Section 10.16	Settlor Prerogatives Regarding Plan Dispositions	41
Section 10.17	Effect if Distribution Does Not Occur	42
Section 10.18	No Third Party Beneficiaries	42
Section 10.19	Waiver of Jury Trial	42
Section 10.20	Survival of Covenants	42
Section 10.21	Counterparts	42
Section 10.22	Authorization	42

SCHEDULES
Schedule 1.01	Individual Agreements
Schedule 5.01(f)	SPX Retiree Medical for Certain Flowco Employees
Schedule 7.04	Certain Canadian Employees
Schedule 9.12	Section 409A

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EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of [·], 2015 by and between SPX Corporation, a Delaware corporation (“SPX” or “Infrastructurco”), and SPX FLOW, Inc., a Delaware corporation (“Flowco”) (each a “Party” and together, the “Parties”).

WHEREAS, SPX and Flowco have entered into a Separation and Distribution Agreement as of the date hereof (the “Separation Agreement”) pursuant to which SPX shall separate into two separate publicly traded companies: (i) Flowco, which will continue to conduct, directly and through its Subsidiaries, the Flowco Business, and (ii) Infrastructurco, which will continue to conduct, directly and through its Subsidiaries, the Infrastructurco Business; and distribute to the holders of issued and outstanding SPX Shares on a pro rata basis (in each case without consideration being paid by such shareholders), through a spin off, all of the outstanding Flowco Shares; and

WHEREAS, the Separation Agreement contemplates the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of Flowco and Infrastructurco.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and in the Separation Agreement, and intending to be legally bound hereby, SPX and Flowco hereby agree as follows:

Article I

DEFINITIONS AND INTERPRETATION

Section 1.01Certain Defined Terms.

Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Separation Agreement.  As used in this Agreement:

“Benefit Plan” means any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored or maintained by such entity or to which such entity is a party.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

“Employee Records” means all records pertaining to employment, including benefits, eligibility, training history, performance reviews, disciplinary actions, job experience and history and compensation history.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Flowco Awards” means Flowco Options, Flowco RSAs and Flowco RSUs and any other awards to be granted under the Flowco Equity Plan pursuant to Article IV.

“Flowco Benefit Plan” means any Benefit Plan sponsored or maintained by one or more members of the Flowco Group following the Effective Time.

“Flowco Board” means the board of directors of Flowco.

“Flowco Business Employee” means an individual employed by SPX or any of its Subsidiaries, and whose employment duties primarily related to the Flowco Business, immediately prior to the Effective Time.

“Flowco Common Stock Fund” means the unitized stock fund investment option offered or to be offered under the SPX Savings Plan or Flowco Savings Plan, as applicable, with a value based on the value of Flowco Shares and the cash liquidity component held thereunder.

“Flowco Employee” means each (i) Flowco Business Employee and (ii) individual employed by SPX, who (in either case) shall be employed by Flowco or a member of the Flowco Group immediately prior to the Effective Time.

“Flowco Non-Employee Director” means any individual who shall be a non-employee member of the Flowco Board immediately after the Distribution Date.

“Flowco Options” means any stock options granted pursuant to the Flowco Equity Plan in accordance with Section 4.03(c)(ii).

“Flowco Price Ratio” means the quotient obtained by dividing the Flowco Stock Value by the SPX Stock Value.

“Flowco RSA” means restricted stock awards granted pursuant to the Flowco Equity Plan in accordance with Section 4.03(b)(ii).

“Flowco RSU” means any RSUs granted pursuant to the Flowco Equity Plan in accordance with Section 4.03(a)(ii).

“Flowco Share” or “Flowco Common Stock” means, prior to and including the Distribution Date, the common stock of Flowco, traded on a when-issued basis and, following the Distribution Date, the common stock of Flowco.

“Flowco Share Ratio” means the quotient obtained by dividing the SPX Stock Value by the Flowco Stock Value.

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“Flowco Stock Value” means the simple average of the volume weighted average per share price of Flowco Common Stock on the New York Stock Exchange during regular trading hours for, (1) if the Distribution Date is on a Trading Day, the three Trading Days ending on the Distribution Date or, if the Distribution Date is not on a Trading Day, the three Trading Days ending on the last Trading Day prior to the Distribution Date, plus (2) the three Trading Days following the Distribution Date.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“Individual Agreement” means each individual agreement set forth on Schedule 1.01.

“Infrastructurco Awards” means Adjusted Infrastructurco Options, Adjusted Infrastructurco RSAs and Adjusted Infrastructurco RSUs, collectively provided through the SPX Equity Plan in accordance with Article IV.

“Infrastructurco Board” means the board of directors of Infrastructurco.

“Infrastructurco Business Employee” means an individual employed by SPX or any of its Subsidiaries whose employment duties primarily related to the Infrastructurco Business immediately prior to the Effective Time.

“Infrastructurco Employee” means each (i) Infrastructurco Business Employee and (ii) individual employed by SPX, who (in either case) shall be employed by Infrastructurco or a member of the Infrastructurco Group immediately prior to the Effective Time.

“Infrastructurco Non-Employee Director” means any individual who shall be a non-employee member of the Infrastructurco Board immediately after the Distribution Date.

“Infrastructurco Price Ratio” means the quotient obtained by dividing the Infrastructurco Stock Value by the SPX Stock Value.

“Infrastructurco Share Ratio” means the quotient obtained by dividing the SPX Stock Value by the Infrastructurco Stock Value.

“Infrastructurco Stock Value” means the simple average of the volume weighted average per share price of, in each case on the New York Stock Exchange during regular trading hours, of (1) the common stock of SPX trading “ex-distribution” for, if the Distribution Date is on a Trading Day, the three Trading Days ending on the Distribution Date or, if the Distribution Date is not on a Trading Day, the three Trading Days ending on the last Trading Day prior to the Distribution Date, plus (2) SPX Common Stock for the three Trading Days following the Distribution Date.

“Nonqualified Retirement Plans” means the SPX Supplemental Retirement Savings Plan, the Flowco Supplemental Retirement Savings Plan, the SPX SIARP, the SPX TMP and the Flowco TMP.

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“RSU” means a right to receive a share of SPX Common Stock or Flowco Common Stock, as applicable, in the future (subject to applicable restrictions and risk of forfeiture).

“SPX Annual Incentive Plan” means any annual incentive bonus or commission program maintained by SPX, including, without limitation, the SPX Corporation Executive Annual Bonus Plan.

“SPX Benefit Plan” means any Benefit Plan sponsored or maintained by SPX or any of its Subsidiaries as of immediately prior to the Effective Time.

“SPX Common Stock Fund” means the unitized stock fund investment option offered or to be offered under the SPX Savings Plan or Flowco Savings Plan, as applicable, with a value based on the value of SPX Shares and the cash liquidity component held thereunder.

“SPX Equity Awards” means any equity awards granted pursuant to the SPX Equity Plan.

“SPX Equity Plan” means the SPX Corporation 2002 Stock Compensation Plan, as amended.

“SPX Internal Performance-Based RSA” means an SPX RSA that vests solely or partially based on the achievement of specified performance goals, which performance goals are based on internal performance metrics such as meeting certain performance returns on operating margin or bonus free cash flow.

“SPX Non-Employee Director” means any non-employee director of SPX immediately prior to the Effective Time.

“SPX Options” means any stock options granted pursuant to the SPX Equity Plan.

“SPX RSA” means restricted stock awards granted pursuant to the SPX Equity Plan.

“SPX RSU” means any RSUs granted pursuant to the SPX Equity Plan.

“SPX Savings Plan” means the SPX Corporation Retirement Savings and Stock Ownership Plan, as amended.

“SPX Share” means a share of SPX Common Stock.

“SPX SIARP” means the SPX Corporation Supplemental Individual Account Retirement Plan, as amended.

“SPX Stock Value” means the simple average of the volume weighted average per share price of SPX Common Stock, trading regular way with due bills on the New York Stock Exchange during regular trading hours for, if the Distribution Date is on a Trading Day, the three Trading Days ending on the Distribution Date or, if the Distribution Date is not on a

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Trading Day, the three Trading Days ending on the last Trading Day prior to the Distribution Date.

“SPX Supplemental Retirement Savings Plan” means the SPX Corporation Supplemental Retirement Savings Plan, as amended.

“SPX Time-Based RSU” means an SPX RSU that vests solely based on the passage of time (subject to continued employment or service by holder).

“SPX TMP” means the SPX Corporation Supplemental Retirement Plan for Top Management, as amended.

“SPX Welfare Plan” means any Welfare Plan sponsored or maintained by one or more members of the Infrastructurco Group as of immediately prior to the Distribution Date.

“Trading Day” means any day on which the New York Stock Exchange is open for the buying and selling of securities.

“Welfare Plan” means, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, and mental health and substance abuse), disability benefits, or life, accidental death and disability, and business travel insurance, pre tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time off programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or educational assistance programs, adoption assistance programs, or cashable credits.

“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, as amended, and the regulations promulgated thereunder, and any applicable foreign, state, provincial or local Law equivalent.

The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Adjusted Infrastructurco Option”	4.03(c)(i)
“Adjusted Infrastructurco RSA”	4.03(b)(i)
“Adjusted Infrastructurco RSU”	4.03(a)(i)
“Agreement”	Preamble
“Canadian Pension Plans”	7.03
“Canadian Transferees”	7.04
“Clyde”	6.07
“FICA”	3.01(e)
“Flowco”	Preamble
“Flowco Annual Bonus Plan”	8.01(a)
“Flowco Compensation Committee”	4.03(d)(i)
“Flowco Disabled Employees”	5.01(d)(i)

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“Flowco Equity Plan”	4.02
“Flowco FSA”	5.03(a)
“Flowco Key Life Participant”	5.01(g)
“Flowco Key Life Plan”	5.01(g)
“Flowco Savings Plan Beneficiaries”	6.01(b)
“Flowco Savings Plan”	6.01(a)
“Flowco Spin Option”	4.03(c)(ii)
“Flowco Spin RSA”	4.03(b)(ii)
“Flowco Spin RSU”	4.03(a)(ii)
“Flowco SRSP Participant”	6.03(a)
“Flowco SRSP Rabbi Trust”	6.03(c)
“Flowco Supplemental Retirement Savings Plan”	6.03(a)
“Flowco TMP”	6.05(a)
“Flowco TMP Participant”	6.05(a)
“Flowco TMP Rabbi Trust”	6.05(c)
“Flowco Welfare Plans”	5.01(a)
“Former Employees”	3.02(d)
“Former Flowco Employees”	3.02(c)
“Former Infrastructurco Employees”	3.02(b)
“FSA Participation Period”	5.03(b)
“FUTA”	3.01(e)
“IAM Fund”	6.07
“Infrastructurco”	Preamble
“IRS”	6.01(g)
“Party” and “Parties”	Preamble
“Providing Party”	2.02(b)
“Requesting Party”	2.02(b)
“Separation Agreement”	Recitals
“SPX Compensation Committee”	4.01(c)
“SPX Savings Plan Beneficiaries”	6.01(f)(i)
“SPX DB Plans”	6.02(c)
“SPX Key Life Plan”	5.01(g)
“SPX LTD Plan”	5.01(d)(i)
“SPX STD Plan”	5.01(d)(i)
“SPX Savings Plan Flowco Assets”	6.01(c)
“SPX”	Preamble

Section 1.02Interpretation and Rules of Construction.

References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa.  Any action to be taken by the Board of Directors of a Party may be taken by a committee of the Board of Directors of such Party if properly delegated by the Board of Directors of a Party to such committee.  Unless the context otherwise requires:

(i)the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation;”

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(ii)references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement;

(iii)the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(iv)references in this Agreement to any time shall be to Eastern time unless otherwise expressly provided herein;

(v)the Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein;

(vi)any agreement by a Party to take, or refrain from taking, any action hereunder shall be deemed to constitute an agreement by such Party to cause each member of such Party’s Group to take, or refrain from taking, such action (and if legally required or necessary, each Party will agree on similar agreements with members of its Party Group to ensure that all members are obliged in the same way to effectuate the foregoing); and

(vii)if there is any conflict between the provisions of the Separation Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the body of this Agreement and the Schedules hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Schedule.

Article II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01General Principles.

(a)Acceptance and Assumption of Flowco Liabilities.  From and after the Effective Time, Flowco shall accept, assume (or, as applicable, retain) and faithfully perform, discharge and fulfill all of the following Liabilities of SPX, Flowco or any of their respective Affiliates in accordance with their respective terms (each of which shall be considered a Flowco Liability), regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Infrastructurco Group or the Flowco Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability, and (v) whether the facts on which they are based occurred prior to, on or after the date hereof:

(i)any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits (including,

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without limitation, any benefits under education assistance, tuition reimbursement, relocation, or adoption assistance programs), each as may be modified by this Agreement, payable to or on behalf of any Flowco Employees without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii)any and all Liabilities whatsoever with respect to claims made by or with respect to any Flowco Employees in connection with any Benefit Plan not retained or assumed by any member of the Infrastructurco Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement; and

(iii)any and all Liabilities expressly assumed or retained by any member of the Flowco Group pursuant to this Agreement.

(b)Acceptance and Assumption of Infrastructurco Liabilities.  From and after the Effective Time, Infrastructurco shall accept, assume (or, as applicable, retain) and faithfully perform, discharge and fulfill all of the following Liabilities of SPX, Flowco or any of their respective Affiliates in accordance with their respective terms (each of which shall be considered an Infrastructurco Liability), regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Infrastructurco Group or the Flowco Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability, and (v) whether the facts on which they are based occurred prior to, on or after the date hereof:

(i)any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits (including, without limitation, any benefits under education assistance, tuition reimbursement, relocation, or adoption assistance programs), each as may be modified by this Agreement, payable to or on behalf of any Infrastructurco Employees and Former Employees, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii)any and all Liabilities whatsoever with respect to claims made by or with respect to any Infrastructurco Employees or Former Employees in connection with any Benefit Plan not retained or assumed by any member of the Flowco Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement; and

(iii)any and all Liabilities expressly assumed or retained by any member of the Infrastructurco Group pursuant to this Agreement.

(c)Unaddressed Liabilities.  To the extent that the Parties agree this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they

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should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02Service Credit.

(a)Service for Eligibility, Vesting and Benefit Purposes.  Except as otherwise determined by Flowco in its discretion, Flowco shall cause each member of the Flowco Group to, and shall cause the Flowco Benefit Plans to, recognize each Flowco Employee’s full service with SPX or any of its Subsidiaries or their respective predecessor entities at or before the Effective Time, to the same extent that such service was credited by SPX and its Subsidiaries for similar purposes prior to the Effective Time as if such full service had been performed for a member of the Flowco Group, for purposes of eligibility, vesting and determination of level of benefits under any such Flowco Benefit Plan (except for purposes of benefit accrual under a defined benefit pension plan).

(b)Evidence of Prior Service.  Notwithstanding anything in this Agreement to the contrary, but subject to applicable Law, upon reasonable request by either Party (the “Requesting Party”), the other Party (the “Providing Party”) will provide to the Requesting Party copies of any records available to the Providing Party to document the service, plan participation and membership of former employees of the Providing Party who are then employees of the Requesting Party, and will cooperate with the Requesting Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any such employee.

Section 2.03Benefit Plans.

(a)Establishment of Plans.  As of or after the Effective Time, and subject to the other provisions of this Agreement, Flowco, except as otherwise determined by Flowco in its sole discretion, shall, or shall cause the other applicable members of the Flowco Group to, adopt or maintain Benefit Plans (and related trusts, if applicable), with terms that are substantially comparable (or such other standard as is determined by Flowco in its sole discretion) to those of the corresponding SPX Benefit Plans; provided, however, that Flowco may limit participation in any such Flowco Benefit Plan to Flowco Employees who participated in the corresponding SPX Benefit Plan immediately prior to the Effective Time.

(b)Information and Operation.  Infrastructurco shall, and shall cause the applicable members of the Infrastructurco Group to, provide Flowco with information describing each SPX Benefit Plan election made by a Flowco Employee that may have application to a Flowco Benefit Plan from and after the Effective Time, and Flowco shall use its commercially reasonable efforts to administer the Flowco Benefit Plans using those elections (except as otherwise determined by Flowco in its sole discretion).  Each Party shall, subject to applicable Law, upon reasonable request, provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information (including, without limitation, the elections described in the preceding sentence) reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

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(c)No Duplication or Acceleration of Benefits.  Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, no participant in any Flowco Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding SPX Benefit Plan or any other plan, program or arrangement sponsored or maintained by Infrastructurco or any other member of the Infrastructurco Group. Furthermore, unless expressly provided for in this Agreement, the Separation Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any Benefit Plans sponsored or maintained by SPX, a member of the Infrastructurco Group, Flowco or member of the Flowco Group on the part of any Flowco Employee, Infrastructurco Employee or Former Employee.

(d)No Expansion of Participation.  Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by Infrastructurco and Flowco, as required by applicable Law, or as explicitly set forth in a Flowco Benefit Plan, a Flowco Employee shall be entitled to participate in the Flowco Benefit Plans at the Effective Time only to the extent that such Flowco Employee was entitled to participate in the corresponding SPX Benefit Plan as in effect immediately prior to the Effective Time (to the extent that such Flowco Employee does not participate in the respective Flowco Benefit Plan immediately prior to the Effective Time), it being understood that this Agreement does not expand (i) the number of Flowco Employees entitled to participate in any Flowco Benefit Plan or (ii) the participation rights of Flowco Employees in any Flowco Benefit Plans beyond the rights of such Flowco Employees under the corresponding SPX Benefit Plans, in each case, after the Effective Time.

(e)Transition Services.  The Parties acknowledge that the Infrastructurco Group or the Flowco Group may provide administrative services for certain of the other Party’s Benefit Plans for a transitional period under the terms of the Transition Services Agreement.  The Parties agree to enter into a business associate agreement in connection with such Transition Services Agreement (if required by HIPAA or other applicable health information privacy Laws).

(f)Beneficiaries.  References to Infrastructurco Employees, Flowco Employees, Former Employees, SPX Non-Employee Director, Flowco Non-Employee Directors and Infrastructurco Non-Employee Directors shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.04Individual Agreements; Expatriate Obligations.

(a)Assignment to Flowco.  SPX hereby assigns, and shall cause each other applicable member of the Infrastructurco Group to assign, to Flowco or another member of the Flowco Group, as designated by Flowco, all Individual Agreements, with such assignment to be effective as of the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the Flowco Group shall be considered to be a successor to SPX and/or the applicable member(s) of the Infrastructurco Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that the applicable members of the Flowco Group shall enjoy all of the rights and benefits under such agreement

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(including rights and benefits as a third-party beneficiary), with respect to the business operations of the Flowco Group.  For avoidance of doubt, to the extent that an Individual Agreement is assigned to Flowco or another member of the Flowco Group, and such Individual Agreement contains provisions addressing equity awards, the assignment shall provide that such provisions shall apply to equity awards of Flowco and Infrastructurco.

(b)Assumption by Flowco.  From and after the Effective Time, Flowco shall accept, assume and faithfully perform, discharge and fulfill the agreements referenced in Section 2.04(a) hereof.

(c)Expatriate Obligations.  From and after the Effective Time, Flowco shall accept, assume and faithfully perform, discharge and fulfill the agreements to which any Flowco Employee is a party (to the extent that a member of the Flowco Group is not already contractually obligated) that provides for expatriate (including any international assignee) contract or arrangement (including agreements and obligations regarding repatriation, relocation, equalization of taxes (including tax filings and obligations for years prior to the Effective Time) and living standards in the host country).

(d)Relocation Loan — Flowco Employee Officers.  Infrastructurco shall keep the Liabilities relating to a relocation loan provided by SPX to a Flowco Employee who is an officer of SPX (or will be an officer of Flowco immediately after the Effective Time), and the relocation loan for such Flowco Employee shall not be assigned or transferred to Flowco (or any member of the Flowco Group).

Article III

EMPLOYEES

Section 3.01Active Employees.

(a)Generally.  Except as otherwise set forth in this Agreement, effective not later than immediately prior to the Effective Time, the employment of each Flowco Business Employee shall be assigned and transferred to Flowco or a member of the Flowco Group, and the employment of each Infrastructurco Business Employee shall be assigned and transferred to Infrastructurco or a member of the Infrastructurco Group.

(b)At Will Employment.  Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of any member of the Infrastructurco Group or the Flowco Group to continue the employment of any employee for any period of time following the Effective Time or to change the employment status of any employee from “at will,” to the extent such employee is an “at will” employee under applicable Law.

(c)No Severance.  The Distribution and the assignment, transfer or continuation of the employment of employees in connection therewith shall not be deemed a severance or termination of employment of any employee for purposes of any plan, policy, practice or arrangement of any member of the Infrastructurco Group or Flowco Group.

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(d)Not a Change of Control/Change in Control.  Neither the consummation of the Distribution nor any transaction in connection with the Distribution shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any SPX Benefit Plan or Flowco Benefit Plan.

(e)Payroll and Related Taxes.  With respect to any Flowco Employee or group of Flowco Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Flowco (or the applicable member of the Flowco Group) as a “successor employer” and Infrastructurco (or the applicable member of the Infrastructurco Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA before, upon, or following the Effective Time with respect to each such Flowco Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that, if Flowco (or the applicable member of the Flowco Group) cannot be treated as a “successor employer” to SPX (or the applicable member of the Infrastructurco Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Flowco Employee or group of Flowco Employees, (x) with respect to the portion of the tax year commencing on January 1, 2015 and ending on the Distribution Date, SPX will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such Flowco Employees for such period, and (y) with respect to the remaining portion of such tax year, Flowco will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Flowco Employees and (B) furnish a Form W-2 or similar earnings statement to all such Flowco Employees.

Section 3.02Former Employees.

(a)General Principle.  Except as otherwise provided in this Agreement, each former employee of the Infrastructurco Group or the Flowco Group as of the Distribution Date will be considered a former employee of the business as to which his or her duties were primarily related immediately prior to his or her termination of employment with all of Infrastructurco, Flowco and their respective Affiliates.

(b)Former Infrastructurco Employees.  Former employees of the Infrastructurco Group as of the Effective Time shall be deemed to include all employees who, as of their last day of employment with all of Infrastructurco, Flowco and their respective Affiliates, had employment duties primarily related to the Infrastructurco Business (collectively, the “Former Infrastructurco Employees”).

(c)Former Flowco Employees.  Former employees of the Flowco Group as of the Effective Time shall be deemed to include all employees who, as of their last day of employment with all of Infrastructurco, Flowco and their respective Affiliates, had employment duties primarily related to the Flowco Business (collectively, the “Former Flowco Employees”).

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(d)Former Employees.  Former Infrastructurco Employees and Former Flowco Employees are collectively referred to as “Former Employees”.

Section 3.03Employment Law Obligations.  From and after the Effective Time, (a) the members of the Infrastructurco Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment related laws and requirements relating to the employment of the Infrastructurco Employees and the treatment of the Former Employees in respect of their former employment with SPX and its Affiliates, and (b) the members of the Flowco Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment related laws and requirements relating to the employment of the Flowco Employees.  Without limiting the scope of the foregoing, after the Effective Time, (i) the members of the Infrastructurco Group shall be responsible for providing any necessary WARN notice and satisfying WARN obligations with respect to any termination of employment of any Infrastructurco Employee that occurs after the Effective Time and (ii) the members of the Flowco Group shall be responsible for providing any necessary WARN notice and satisfying WARN obligations with respect to any termination of employment of any Flowco Employee that occurs after the Effective Time.

Section 3.04Employee Records.

(a)Sharing of Records.  The Parties shall use their respective best efforts to provide each other such Employee Records and information only as necessary or appropriate to carry out their obligations under applicable Law (including, without limitation, any relevant privacy protection laws or regulations in any applicable jurisdictions), this Agreement or the Separation Agreement or the Transition Services Agreement, or for the purposes of administering their respective Benefit Plans and policies.  Subject to applicable Law, all information and Employee Records regarding employment and personnel matters of (i) Infrastructurco Employees and Former Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by Infrastructurco in accordance with all laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records and (ii) Flowco Employees and Former Flowco Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by Flowco in accordance with all laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records.  Subject to the Transition Services Agreement, the Parties shall reimburse each other for any reasonable costs incurred in copying or transmitting any records requested pursuant to this Section 3.04.

(b)Access to Records.  To the extent consistent with applicable privacy protection laws or regulations, access to such Employee Records after the Distribution Date will be provided to Infrastructurco and Flowco in accordance with the Separation Agreement and Transition Services Agreement.  In addition, notwithstanding anything to the contrary, Flowco shall be entitled to reasonable access to those Employee Records retained by Infrastructurco necessary for Flowco’s continued administration of any plans or programs (or as otherwise required by applicable Law) on behalf of employees after the Distribution Date, and SPX shall be entitled to reasonable access to those Employee Records retained by Flowco necessary for Infrastructurco’s continued administration of any plans or programs (or as otherwise required by

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applicable Law) on behalf of employees after the Distribution Date, provided that, in each case, such access shall be limited to individuals who have a job related need to access such Employee Records.  Flowco shall be entitled to retain copies of all restrictive covenant agreements with any Infrastructurco Employee or Former Employee in which Flowco has a valid business interest.  Infrastructurco shall be entitled to retain copies of all restrictive covenant agreements with any Flowco Employee or Former Employee in which Infrastructurco has a valid business interest.

(c)Maintenance of Employee Records.  With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, Flowco and Infrastructurco shall each comply with all applicable Laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its agents) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

(d)No Access to Computer Systems.  Except as set forth in the Separation Agreement or the Transition Services Agreement, no provision of this Agreement shall give either Party direct access to the computer systems of the other Party, unless specifically permitted by the owner of such systems.

(e)Relation to Separation Agreement.  The provisions of this Section 3.04 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information and access to and use of employees, information and records.

(f)Confidentiality.  Except as otherwise set forth in this Agreement, all Employee Records and data relating to employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement.

(g)Cooperation.  Each member of the Infrastructurco Group and Flowco Group shall use commercially reasonable efforts to share, retain and maintain data and Employee Records that are necessary or appropriate to further the purposes of this Section 3.04 and for each other to administer their respective Benefit Plans to the extent consistent with this Agreement and applicable Law.  Except as provided under the Transition Services Agreement, neither Infrastructurco nor Flowco shall charge the other any fee for such cooperation.  The Parties agree to cooperate as long as is reasonably necessary to further the purposes of this Section 3.04.

Section 3.05No-Hire and Non-Solicitation.  Each Party agrees that, for a period of twelve (12) months from the Distribution Date, such Party shall not hire or solicit for employment any individual who is an Infrastructurco Employee, in the case of Flowco, or a Flowco Employee, in the case of Infrastructurco; provided, however, that, without limiting the generality of the foregoing prohibition on solicitation and hiring employees of the other Party, this Section 3.05 shall not prohibit (a) the solicitation but not the hiring of a Person through generalized solicitations that are not directed to specific Persons or employees of the other Party, (b) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (c) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (a) above, in advance of any subsequent solicitation in connection with the

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recruiting process) of the express written consent of the senior human resources executive of the Party that employs the Person who is to be solicited and/or hired (or if such Person is the senior human resources executive, the express written consent of the general counsel of the Party). Except as provided in clause (b) above with respect to involuntary terminations, without regard to the use of the term “employee” or “employs,” the restrictions under this Section 3.05 shall be applicable to (i) Infrastructurco Employees whose employment terminates after the Effective Time, and (ii) Flowco Employees whose employment terminates after the Effective Time, in each case, until the earlier of the date that is (x) three months after such employee’s last date of employment with Infrastructurco or Flowco, as applicable, or (y) the date that is the first anniversary of the Distribution Date. For the avoidance of doubt, the restrictions under this Section 3.05 shall not apply to Former Employees whose most recent employment with SPX and its Subsidiaries was terminated prior to the Effective Time.

Article IV

EQUITY AWARDS

Section 4.01General Principles.

(a)Infrastructurco and Flowco shall take any and all reasonable actions as shall be necessary and appropriate to further the provisions of this ARTICLE IV, including, to the extent practicable, providing written notice or similar communication to each employee who holds one or more awards granted under the SPX Equity Plan informing such employee of (i) the actions contemplated by this ARTICLE IV with respect to such awards and (ii) whether (and during what time period) any “blackout” period shall be imposed upon holders of awards granted under the SPX Equity Plan during which time awards may not be exercised or settled, as the case may be.

(b)No award described in this ARTICLE IV, whether outstanding or to be issued, adjusted, substituted, assumed, converted or cancelled by reason of or in connection with the Distribution, shall be issued, adjusted, substituted, assumed, converted or cancelled until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable Laws, including federal securities Laws.  Any period of exercisability will not be extended on account of a period during which such an award is not exercisable pursuant to the preceding sentence.

(c)Notwithstanding anything to the contrary in this Section 4.01, effective immediately prior to the Effective Time, the compensation committee of the board of directors of SPX (the “SPX Compensation Committee”) may provide for different adjustments with respect to some or all SPX Equity Awards to the extent that the SPX Compensation Committee deems such adjustments necessary and appropriate.  Any adjustments made by the SPX Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates.

Section 4.02Establishment of Equity Incentive Plans.  Prior to the Effective Time, (a) Flowco shall establish an equity incentive plan for the benefit of eligible Flowco Employees and Flowco Non-Employee Directors that is substantially similar to the SPX Equity Plan (the

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“Flowco Equity Plan”) and (b) thereafter and prior to the Effective Time, SPX, as the sole stockholder of Flowco, shall approve the Flowco Equity Plan.

Section 4.03Treatment of Outstanding Equity Incentive Awards.

(a)SPX RSUs.

(i)Infrastructurco Employees and Former Employees.  Each SPX RSU that is outstanding as of immediately prior to the Effective Time and held by an Infrastructurco Employee or a Former Employee shall be adjusted by multiplying the number of RSUs subject to such SPX RSU by the Infrastructurco Share Ratio (each such adjusted SPX RSU, an “Adjusted Infrastructurco RSU”).  If the resulting product includes a fractional RSU, the number of RSUs subject to such Adjusted Infrastructurco RSU shall be rounded down to the nearest whole RSU.  Each Adjusted Infrastructurco RSU shall be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting and performance vesting) immediately after the Effective Time as were applicable to the corresponding SPX RSU immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(ii)Flowco Employees.  Each SPX RSU that is outstanding as of immediately prior to the Effective Time and held by a Flowco Employee shall be converted as of the Effective Time into a Flowco RSU (each such award, a “Flowco Spin RSU”), with the number of RSUs subject to each such Flowco Spin RSU to be set at a number equal to the product of (A) the number of RSUs subject to the corresponding SPX RSU immediately prior to the Effective Time multiplied by (B) the Flowco Share Ratio, with any fractional RSU rounded down to the nearest whole RSU.  Each Flowco Spin RSU shall otherwise be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting and performance vesting) immediately after the Effective Time as were applicable to the corresponding SPX RSU immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(iii)Notwithstanding Sections 4.03(a)(i)-(ii), the vesting of any SPX Time-Based RSU that would otherwise vest in full (assuming continued employment by the holder) on or prior to December 31, 2015, shall be accelerated to the date that is four Trading Days prior to the Record Date (assuming that such award has not otherwise been forfeited prior to such date) and shall be settled in accordance with terms of the applicable award agreement (but no later than the Record Date).

(b)SPX RSAs.

(i)Infrastructurco Employees and Former Employees.  Each SPX RSA that is outstanding as of immediately prior to the Effective Time and held by an Infrastructurco Employee or a Former Employee shall be adjusted by multiplying the number of SPX Shares subject to such SPX RSA by the Infrastructurco Share Ratio (each such adjusted SPX RSA, an “Adjusted Infrastructurco RSA”).  If the resulting product includes a fractional share, the number of SPX Shares subject to such Adjusted Infrastructurco RSA shall be rounded down to the nearest whole share.  Each Adjusted

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Infrastructurco RSA shall be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting, performance vesting and periods of holding) immediately after the Effective Time as were applicable to the corresponding SPX RSA immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(ii)Flowco Employees.  Each SPX RSA that is outstanding as of immediately prior to the Effective Time and held by a Flowco Employee shall be converted as of the Effective Time into a Flowco RSA (each such award, a “Flowco Spin RSA”), with the number of Flowco Shares subject to each such Flowco Spin RSA to be set at a number equal to the sum of (x) plus (y) below, with any fractional share rounded down to the nearest whole share:

(x) product of (A) the number of SPX Shares subject to the corresponding SPX RSA immediately prior to the Effective Time multiplied by (B) the Flowco Share Ratio; plus

(y) the quotient of (A) the value of the cash dividends held in escrow under the corresponding SPX RSA immediately prior to the Effective Time divided by (B) the Flowco Stock Value.

Each Flowco Spin RSA shall otherwise be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting, performance vesting and periods of holding) immediately after the Effective Time as were applicable to the corresponding SPX RSA immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(iii)Notwithstanding Sections 4.03(b)(i)-(ii), immediately prior to the Effective Time, the vesting of (i) each outstanding SPX Internal Performance-Based RSA granted in 2014 and 2013 held by a Former Employee and (ii) each outstanding SPX RSA held by an SPX Non-Employee Director, shall be accelerated (without regard to whether any applicable service or performance criteria has been met) and shall cease to be subject to any restrictions.

(c)SPX Stock Options.

(i)Infrastructurco Employees and Former Employees.  Each SPX Option that is outstanding as of immediately prior to the Effective Time and held by an Infrastructurco Employee or a Former Employee shall remain an option to purchase SPX Shares (each such option, an “Adjusted Infrastructurco Option”), with exercise price and the number of SPX Shares subject to the Adjusted Infrastructurco Option adjusted as follows:

(x)  the per-share exercise price of each such Adjusted Infrastructurco Option shall be equal to the product of (A) the per-share exercise price of the corresponding SPX Option immediately prior to the Effective Time multiplied by (B) the Infrastructurco Price Ratio, rounded up to the nearest whole hundredth of a cent; and

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(y) the number of SPX Shares subject to each such Adjusted Infrastructurco Option shall be equal to the product of (A) the number of SPX Shares subject to the corresponding SPX Option immediately prior to the Effective Time multiplied by (B) the Infrastructurco Share Ratio, with any fractional share rounded down to the nearest whole share.

Each Adjusted Infrastructurco Option shall otherwise be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting and option expiration) immediately after the Effective Time as were applicable to the corresponding SPX Option immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(ii)Flowco Employees.  Each SPX Option that is outstanding as of immediately prior to the Effective Time and held by a Flowco Employee shall be converted as of the Effective Time into a Flowco Option to purchase Flowco Shares (each such option, a “Flowco Spin Option”), with exercise price and the number of Flowco Shares subject to the Flowco Spin Option adjusted as follows:

(x) the per-share exercise price of each such Flowco Spin Option shall be equal to the product of (A) the per-share exercise price of the corresponding SPX Option immediately prior to the Effective Time multiplied by (ii) the Flowco Price Ratio, rounded up to the nearest whole hundredth of a cent; and

(y) the number of Flowco Shares subject to each such Flowco Spin Option shall be equal to the product of (A) the number of SPX Shares subject to the corresponding SPX Option immediately prior to the Effective Time multiplied by (B) the Flowco Share Ratio, with any fractional share rounded down to the nearest whole share.

Each Flowco Spin Option shall otherwise be subject to substantially the same terms and conditions (including, as applicable, with respect to service vesting and option expiration) immediately after the Effective Time as were applicable to the corresponding SPX Option immediately prior to the Effective Time (except as otherwise provided herein, including in Section 4.03(d)).

(iii)Notwithstanding anything to the contrary in this Section 4.03(c), the exercise price, the number of SPX Shares and Flowco Shares subject to each Adjusted Infrastructurco Option and Flowco Spin Option, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.

(d)Miscellaneous Award Terms.

(i)With respect to determining eligibility for “Retirement” (or such other similar term) under Flowco Awards, if applicable, employment with or service to the Infrastructurco Group prior to the Distribution Date for the corresponding SPX Award

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shall be treated as employment with and service to Flowco with respect to such determination under Flowco Awards held by Flowco Employees.  To the extent that any determination with respect to the achievement of certain performance goals or retirement must be made with respect to Flowco Awards, such determination shall be made by the compensation committee of the board of directors of Flowco (the “Flowco Compensation Committee”).

(ii)For the avoidance of doubt, neither the Separation nor the Distribution shall constitute a termination of employment for any employee for purposes of any Infrastructurco Award or any Flowco Award.

(iii)For any Flowco Award granted under this Section 4.03, and without limiting Sections 9.11 and 9.12, any reference to a “change in control,” “change of control” or similar definition in an award agreement shall refer to a “Change of Control” as set forth in the Flowco Equity Plan (as may be adjusted by the applicable award agreement).

(iv)With respect to the Adjusted Infrastructurco RSU issued in accordance with Section 4.03(a)(i), or a Flowco Spin RSU issued in accordance with Section 4.03(a)(ii), which in either case vests solely or partially based on the achievement of specified performance goals, and subject to the applicable award agreement, the number of RSUs that vest under such awards shall be the greater of (i) the number as certified by the SPX Compensation Committee or Flowco Compensation Committee, as applicable, in accordance with the applicable performance vesting terms of the award, or (ii) 50% of the number that would have vested assuming performance under such award was at target level; provided, however, this paragraph (iv) shall not apply to any Adjusted Infrastructurco RSU held by a Former Employee whose termination of employment from SPX (and its Affiliates) occurred before [·].

(v)With respect to any Flowco Spin RSA issued in accordance with Section 4.03(b)(ii), where the corresponding SPX RSA was an SPX Internal Performance-Based RSA granted in 2014, the performance periods with respect to such Flowco Spin RSAs shall be (i) the fourth quarter of the 2015 fiscal year, and (ii) January 1, 2016 to December 31, 2016, and new performance goals that are attributable to Flowco with respect to such periods shall be set by the SPX Compensation Committee or Flowco Compensation Committee, as applicable.  With respect to any Flowco Spin RSA issued in accordance with Section 4.03(b)(ii), where the corresponding SPX RSA was an SPX Internal Performance-Based RSA granted in 2013, the performance period with respect to such Flowco Spin RSAs shall be the fourth quarter of the 2015 fiscal year, and new performance goals that are attributable to Flowco with respect to such period shall be set by the SPX Compensation Committee or Flowco Compensation Committee, as applicable.

(vi)Nothing in this Agreement shall be construed to limit the SPX Compensation Committee from equitably adjusting SPX Equity Awards pursuant to its powers under the SPX Equity Plan and applicable award agreements.

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Section 4.04Section 16(b) of the Exchange Act.  By approving the adoption of this Agreement, the respective Boards of Directors of each of SPX and Flowco intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and officers of each of SPX and Flowco, and the respective Boards of Directors of SPX and Flowco also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable Tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable Tax withholding requirements) to the extent such method is permitted under the SPX Equity Plan, Flow Equity Plan and award agreement, as applicable.

Section 4.05Liabilities for Settlement of Awards.  Except as provided for pursuant to Section 4.07, from and after the Effective Time (a) Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall be responsible for all Liabilities associated with Infrastructurco Awards, including share delivery, dividends, dividend equivalents, registration or other obligations related to the exercise, vesting or settlement of the Infrastructurco Awards and (b) Flowco shall be responsible for all Liabilities associated with Flowco Awards, including any option exercise, share delivery, dividends, dividend equivalents, registration or other obligations related to the exercise, vesting or settlement of the Flowco Awards.

Section 4.06Form S-8.  Prior to, upon or as soon as reasonably practicable after the Effective Time and subject to applicable Law, Flowco shall prepare and file with the U.S. Securities and Exchange Commission one or several registration statements on Form S-8 (or another appropriate form) registering under the Securities Act of 1933, as amended, the offering of a number of shares of Flowco Common Stock at a minimum equal to the number of shares that are or may be subject to Flowco Awards.  Flowco shall use commercially reasonable efforts to cause any such registration statement to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained) as long as any Flowco Awards remain outstanding.

Section 4.07Tax Reporting and Withholding for Equity-Based Awards.  The Infrastructurco Group will be responsible for all income, payroll, or other tax reporting related to income of Infrastructurco Employees or Former Employees from equity-based awards, and Flowco (or one of its Subsidiaries) will be responsible for all income, payroll, or other tax reporting related to income of Flowco Employees from equity-based awards.  Similarly, the Infrastructurco Group will be responsible for all income, payroll, or other tax reporting related to income of its non-employee directors from equity-based awards, and Flowco will be responsible for all income, payroll, or other tax reporting related to income of its non-employee directors from equity-based awards.  Further, the Infrastructurco Group shall be responsible for remitting applicable tax withholdings for Infrastructurco Employees to each applicable taxing authority, and Flowco (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings for Flowco Employees to each applicable taxing authority.

Section 4.08Cooperation.  Each of the Parties shall establish an appropriate administration system in order to administer, in an orderly manner, (i) exercises of vested Adjusted Infrastructurco Options and Flowco Spin Options, (ii) the vesting and forfeiture of

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other unvested Infrastructurco Awards and Flowco Awards, and (iii) the withholding and reporting requirements with respect to all awards.  Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis.  The foregoing shall include employment status and information required for vesting and forfeiture of awards and tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable Laws.

Section 4.09SPX Equity Awards in Certain Non-U.S. Jurisdictions.  Notwithstanding the provisions of Section 4.03, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding SPX Equity Awards held by non-U.S. award holders pursuant to the provisions of Section 4.03, where those actions would create or trigger adverse legal, accounting or tax consequences for SPX, Flowco, and/or the affected non-U.S. award holders.  In such circumstances, SPX and/or Flowco may take any action necessary or advisable to prevent any such adverse legal, accounting or tax consequences, including, but not limited to, agreeing that the outstanding SPX Equity Awards of the affected non-U.S. award holders shall terminate in accordance with the terms of the SPX Equity Plan and the underlying award agreements, in which case Flowco or SPX, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by Flowco or SPX, as applicable, in its sole discretion, or apply an alternate adjustment method.  Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 4.09 shall be deemed to have been effectuated immediately prior to the Distribution Date.

Article V

CERTAIN U.S. WELFARE BENEFIT MATTERS

Section 5.01Establishment of Welfare Plans.

(a)Except as expressly set forth herein, on or prior to the Distribution Date, and subject to Section 5.05, Flowco shall establish and adopt Welfare Plans that will provide welfare benefits to each eligible Flowco Employee who is, as of the Distribution Date, a participant in any of the SPX Welfare Plans (and their eligible spouses and dependents, as the case may be) under terms and conditions that are comparable to the SPX Welfare Plans (the “Flowco Welfare Plans”).  Coverage and benefits that were provided under the SPX Welfare Plans shall then be provided to the Flowco Employees on an uninterrupted basis under the newly established Flowco Welfare Plans which shall contain substantially the same terms and conditions as in effect under the corresponding SPX Welfare Plans on and immediately prior to the Distribution Date.  Flowco Employees shall cease to be eligible for coverage under the SPX Welfare Plans after the Distribution Date.  For the avoidance of doubt, Flowco Employees shall not participate in any SPX Welfare Plans after the Distribution Date, and Infrastructurco Employees and Former Employees shall not participate in any Flowco Welfare Plans at any time.

(b)Flowco shall use commercially reasonable efforts to cause all Flowco Welfare Plans (to the extent not already waived or taken into account, as applicable, prior to the date

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hereof) to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Flowco Employees, other than limitations that were in effect with respect to such Flowco Employees as of the Distribution Date under the SPX Welfare Plans, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Flowco Employee to the extent such Flowco Employee had satisfied any similar limitation under the analogous SPX Welfare Plan as of the Distribution Date and (iii) reflect under the Flowco Welfare Plan (including giving credit to Flowco Employees for the plan year in which the Distribution Date occurs) for any amount paid, number of services obtained or provider visits by such Flowco Employees toward deductibles, out of pocket maximums, limits on number of services or visits, or other similar limitations to the extent such amounts are taken into account under the analogous SPX Welfare Plan.

(c)Except as otherwise specifically set forth in this Agreement, Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain Liability and responsibility in accordance with the applicable SPX Welfare Plan for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Flowco Employees (and their dependents and beneficiaries) under such plans through the Distribution Date.  Flowco shall retain Liability and responsibility in accordance with the Flowco Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred and for all non-reimbursement claims (such as life insurance claims) incurred by Flowco Employees (and their dependents and beneficiaries) after the Distribution Date.  For purposes of this Section 5.01, a benefit claim shall be deemed to be incurred when the event giving rise to the benefit under the applicable plan has occurred as set forth in the governing plan documents, if it is clear based on the governing documents of both the SPX Welfare Plan and the Flowco Welfare Plans which plan should be responsible for the claim or, if not, as follows: (i) health, dental, vision, employee assistance program, and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; (ii) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, or other event giving rise to such benefits and (iii) with respect to short- and long-term disability benefits, upon the date of an individual’s onset of disability (subject to Section 5.01(d) below), as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or expense.  The members of the Infrastructurco Group shall retain Liability and responsibility in accordance with the applicable SPX Welfare Plan for all reimbursement claims (such as medical and dental claims) for expenses incurred, for all non-reimbursement claims (such as life insurance claims) and for all short- and long-term disability claims, in each case for individuals who, immediately prior to the Distribution Date, are Former Employees (and their dependents and beneficiaries), including any such Former Employee on long-term disability on the Distribution Date.

(d)Flowco Business Employees on Disability.

(i)“Flowco Disabled Employees” refers to any Flowco Business Employee (A) who is receiving disability benefit payments under the SPX Corporation Long-Term Disability Plan (the “SPX LTD Plan”) or under the SPX Corporation Short-Term Disability Plan (the “SPX STD Plan”) immediately prior to the Effective Time, (B) who is a participant in the SPX LTD Plan immediately prior to July 1, 2015, and (C) whose

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disability regarding such benefits was incurred prior to July 1, 2015.  A Flowco Disabled Employee shall continue as such if the Flowco Disabled Employee transfers from the SPX STD Plan to the SPX LTD Plan.

(ii)Flowco Disabled Employees shall not become a Flowco Employee as of the Distribution Date, and instead, shall be an Infrastructurco Employee and be assigned and transferred to Infrastructurco or a member of the Infrastructurco Group prior to the Effective Time.

(iii)Commencing with the first month after the Distribution Date, Flowco shall reimburse Infrastructurco, within thirty (30) days following the receipt of an applicable invoice from Infrastructurco, for (A) any payments of SPX STD Plan benefits to Flowco Disabled Employees, and (B) a period not to exceed July 1, 2017, Infrastructurco’s costs of providing (1) medical, dental, vision, life and accidental death and dismemberment insurance to those Flowco Disabled Employees who have elected such benefits and (2) with respect to the employment of the Flowco Disabled Employees, any contributions pursuant to FICA, FUTA or similar state law, any workers’ compensation premiums and unemployment insurance premiums, any employer 401(k) matching contributions, and payment of any applicable bonus earned prior to the Distribution Date.

(iv)Within ten (10) days following the receipt of notice from SPX that any Flowco Disabled Employee has been determined to not qualify, or to no longer qualify, as disabled under either the SPX STD Plan or SPX LTD Plan, as applicable (other than those Flowco Disabled Employees transferring from the SPX STD Plan to the SPX LTD Plan in accordance with the terms hereof), Flowco (or any member of Flowco Group) shall offer employment to each such Flowco Disabled Employee but only if Flowco is notified of such release within twenty-four (24) months from the date that such Flowco Disabled Employee’s leave commenced.

(v)For avoidance of doubt, with respect to any Flowco Business Employee who is not a Flowco Disabled Employee and is receiving disability benefit payments under the SPX LTD Plan or SPX STD Plan immediately prior to the Effective Time, such Flowco Business Employee shall become a Flowco Employee as of the Distribution Date (subject to the other terms of this Agreement), and shall receive any long-term or short-term disability benefits to which such Flowco Employee is entitled under the applicable Flowco Welfare Plan after the Distribution Date in accordance with the terms of such plans.

(e)No Flowco Retiree Welfare Benefit Plans.  Notwithstanding anything herein to the contrary, and except as specifically provided in Sections 5.01(f) and (g), with respect of any SPX Welfare Plan that provides retiree medical or other post-retirement benefits to eligible employees: (i) no Flowco Employee shall be eligible to receive such retiree benefits under any such SPX Welfare Plan at or at any time after the Effective Time, (ii) Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain sole responsibility for the Liabilities associated with any SPX Welfare Plan providing retiree medical or other post-retirement benefits to eligible Infrastructurco Employees or Former Employees, and no member of the Flowco Group shall have any Liability therefor, and (iii) neither Flowco nor any members

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of the Flowco Group shall be obligated to provide retiree medical or other post-retirement benefits to any Flowco Employee (except such retiree life as otherwise provided pursuant to a collective bargaining agreement).  The preceding shall not be construed as limiting Flowco from providing reimbursement of post-retirement medical coverage premiums to any Flowco Employee pursuant to any Individual Agreement.

(f)SPX Retiree Medical for Certain Flowco Employees.  Notwithstanding Section 5.01(e) and subject to Section 5.01(h), any Flowco Employee who (i) would have been eligible, ignoring solely for purposes of this clause (i) any age or service requirements, for subsidized retiree medical benefits from an SPX Welfare Plan had they retired immediately prior to the Effective Time (such Flowco Employees identified on Schedule 5.01(f)), and (ii) at the date of termination of employment from Flowco and the Flowco Group, would have otherwise been eligible to receive subsidized retiree medical benefits from an SPX Welfare Plan at such date had that Flowco Employee continued employment with Infrastructurco until such date, shall remain eligible to receive such retiree medical benefits under any such applicable SPX Welfare Plan upon termination from Flowco or its Affiliates.  Flowco shall notify Infrastructurco within thirty (30) days of when any such Flowco Employee identified on Schedule 5.01(f) terminates employment with Flowco and the Flowco Group.  Within thirty (30) days following the receipt of an applicable invoice from Infrastructurco, Flowco shall reimburse Infrastructurco for the portion of such retiree medical benefit coverage premium subsidized by Infrastructurco provided to such Flowco Employees under such SPX Welfare Plans.  Nothing in this paragraph shall be construed as requiring the Infrastructurco Group to maintain an SPX Welfare Plan which provides, as described above, subsidized retiree medical benefits to the Flowco Employees identified on Schedule 5.01(f), and the Flowco Group retains all Liabilities (if any) associated with providing any required subsidized retiree medical benefits to such Flowco Employees (whether provided through the mechanics above or otherwise).  The provisions of this Agreement shall not be construed as requiring that subsidized retiree medical benefits be provided to the Flowco Employees identified on Schedule 5.01(f) for any set period after the Distribution Date.

(g)SPX Retiree Life for Certain Flowco Employees.  Prior to the Distribution Date, Flowco shall establish a key manager life plan (the “Flowco Key Life Plan”) that is comparable to the SPX Corporation Life Insurance Plan for Key Managers (the “SPX Key Life Plan”) for the benefit of each Flowco Employee (and his or her respective beneficiaries) who is, immediately prior to the Distribution Date, a participant in the SPX Key Life Plan (“Flowco Key Life Participant”).  As of the Effective Time, Flowco shall, and shall cause the Flowco Key Life Plan to, assume all Liabilities under the SPX Key Life Plan for the benefits of Flowco Key Life Participants and their respective beneficiaries, and the SPX Group and the SPX Key Life Plan shall be relieved of all Liabilities for those benefits.  Flowco shall be responsible for any and all Liabilities and other obligations with respect to the Flowco Key Life Plan.  SPX shall retain all Liabilities under the SPX Key Life Plan for the benefits for applicable Infrastructurco Employees and Former Employees and their respective beneficiaries.  From and after the Effective Time, Flowco Key Life Participants shall cease to be participants in the SPX Key Life Plan.

(h)No Restrictions on Amendment or Termination.  Notwithstanding anything to the contrary in this Agreement, including Sections 5.01(e)-(g), nothing shall prohibit any member of the Infrastructurco Group or the Flowco Group from amending, modifying or terminating any

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SPX Welfare Plan or Flowco Welfare Plan, as applicable, in accordance with the terms of such plan.

(i)Benefit Elections and Designations.  As of the Distribution Date, Flowco shall cause the Flowco Welfare Plans to recognize and give effect to all elections and designations (including all coverage and contribution elections and beneficiary designations) made by each Flowco Employee under, or with respect to, the corresponding SPX Welfare Plan for the plan year in which the Distribution Date occurs (and for the next plan year to the extent the Distribution Date occurs after the open enrollment period such plan year).  As of the Distribution Date, Flowco shall cause any Flowco Welfare Plan that constitutes a cafeteria plan under Section 125 of the Code to recognize and give effect to all non-elective employer contributions payable and paid toward coverage of a Flowco Employee under the corresponding SPX Welfare Plan that constitutes a cafeteria plan under Section 125 of the Code for the applicable cafeteria plan year.  Notwithstanding the foregoing, nothing in this Section 5.01 will prohibit Flowco from soliciting or causing the solicitation of new election forms or beneficiary designations from Flowco Employees to be effective under any applicable Flowco Welfare Plan as of the Distribution Date.

Section 5.02Accrued Paid Time Off.  Flowco shall credit each Flowco Employee with the amount of accrued but unused vacation time, sick time and other time off benefits as such Flowco Employee had with SPX as of the Distribution Date.

Section 5.03Flexible Spending Accounts.

(a)On or prior to the Distribution Date, Flowco shall establish and adopt Flowco Welfare Plans that will provide health care flexible spending account and dependent care flexible spending account benefits to Flowco Employees (each a “Flowco FSA”).

(b)It is the intention of the Parties that all activity under a Flowco Employee’s flexible spending account with SPX for the plan year in which the Distribution Date occurs be treated instead as activity under the corresponding Flowco FSA.  Accordingly, (i) any period of participation by a Flowco Employee in an SPX flexible spending account during the plan year in which the Distribution Date occurs (the “FSA Participation Period”) will be deemed a period when the Flowco Employee participated in the corresponding Flowco FSA; (ii) all expenses incurred during the FSA Participation Period will be deemed incurred while the Flowco Employee’s coverage was in effect under the corresponding Flowco FSA; and (iii) all elections and reimbursements made with respect to an FSA Participation Period under an SPX flexible spending account will be deemed to have been made with respect to the corresponding Flowco FSA.

(c)If the aggregate reimbursement payouts made to Flowco Employees prior to the Distribution Date from the applicable SPX flexible spending accounts during the plan year in which the Distribution Date occurs are less than the aggregate accumulated contributions to such accounts made by such Flowco Employees prior to the Distribution Date for such plan year, Infrastructurco shall cause an amount equal to the amount by which such contributions are in excess of such reimbursement payouts to be transferred to Flowco by wire transfer of immediately available funds as soon as practicable, but in no event later than thirty (30) days, following the Distribution Date.

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(d)If the aggregate reimbursement payouts made to Flowco Employees prior to the Distribution Date from the applicable SPX flexible spending accounts during the plan year in which the Distribution Date occurs exceed the aggregate accumulated contributions to such accounts made by the Flowco Employees prior to the Distribution Date for such plan year, Flowco shall cause an amount equal to the amount by which such reimbursement payouts are in excess of such contributions to be transferred to Infrastructurco by wire transfer of immediately available funds as soon as practicable, but in no event later than thirty (30) days, following the Distribution Date.

(e)Notwithstanding anything in this Section 5.03 on and after the Distribution Date, Flowco shall assume, and cause the Flowco FSA to be solely responsible for, all claims by Flowco Employees under the applicable SPX flexible spending accounts that were incurred in the plan year in which the Distribution Date occurs, whether incurred prior to, on, or after the Distribution Date, that have not been paid in full as of the Distribution Date.

Section 5.04COBRA and HIPAA.  Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Former Employees who, on or prior to the Distribution Date, were covered under an SPX Welfare Plan pursuant to COBRA.  The Parties agree that neither the Distribution nor any transfers of employment that occur in connection with and on or prior to the Distribution shall constitute a COBRA qualifying event (as defined in Section 4980B of the Code) for purposes of COBRA; provided, that, in all events, Flowco shall assume, or shall have caused the Flowco Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Flowco Employees who, after the Distribution Date, incur a qualifying event for purposes of COBRA.

Section 5.05Third Party Vendors.  To the extent any SPX Welfare Plan is administered by a third party vendor, SPX and Flowco will cooperate and use their commercially reasonable efforts to “clone” any contract with such third party vendor for Flowco and to maintain any pricing discounts or other preferential terms for SPX and Flowco, as applicable.  Neither party shall be liable for failure to obtain such cloned contract, pricing discounts or other preferential terms for Flowco.  Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 5.05.

Section 5.06Severance.  Flowco (or one or more members of the Flowco Group so designated) shall retain responsibility and all Liabilities for providing (or continuing to provide) any severance payments to Former Flowco Employees on and after the Distribution Date, and neither Infrastructurco nor any member of the Infrastructurco Group shall have any Liability with respect to such severance payments with respect to Former Flowco Employees.  Notwithstanding the foregoing, any subsidized COBRA premiums in connection with severance for Former Flowco Employees with respect to SPX Welfare Plans will remain Liabilities of the Infrastructurco Group.

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Article VI

DEFINED CONTRIBUTION, DEFINED BENEFIT, NON-QUALIFIED DEFERRED COMPENSATION PLANS, AND OTHER PLANS IN THE UNITED STATES

Section 6.01Qualified Defined Contribution Plans.

(a)Establishment of the Flowco Savings Plan.  Flowco shall, or shall cause another member of the Flowco Group to, use best efforts to establish a defined contribution plan and trust no later than the Distribution Date for the benefit of Flowco Employees (the “Flowco Savings Plan”).  Flowco shall be responsible for taking all necessary steps to establish, maintain, and administer the Flowco Savings Plan with the intention that it be qualified under Section 401(a) of the Code and that the related trust thereunder be exempt under Section 501(a) of the Code.  Flowco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Flowco Savings Plan.

(b)Participation in Savings Plans.  Each Flowco Employee who was an active participant (or eligible to participate) in the SPX Savings Plan on the Distribution Date shall be eligible to participate in the Flowco Saving Plan effective from and after the Distribution Date (or such earlier date as designated under the Flowco Savings Plan).  Flowco Employees shall not make or receive additional contributions under the SPX Savings Plan on and after the Distribution Date (or such earlier date as designated under the SPX Savings Plan) (the “Flowco Savings Plan Beneficiaries”).

(c)Transfer of SPX Savings Plan Assets.  No later than ninety (90) days following the Distribution Date (or such later time as mutually agreed by the Parties), SPX shall cause the accounts (including any outstanding loan balances) in the SPX Savings Plan attributable to the Flowco Savings Plan Beneficiaries and all of the assets in the SPX Savings Plan trust related thereto (the “SPX Savings Plan Flowco Assets”) to be transferred in kind (subject to the consent of the plan administrator of the Flowco Savings Plan) or (at the election of the plan administrator of the SPX Savings Plan) in cash to the Flowco Savings Plan, and Flowco shall cause the Flowco Savings Plan to accept such transfer of accounts and underlying SPX Savings Plan Flowco Assets (including any applicable promissory notes) and, effective as of the date of such transfer, to assume all Liabilities of, and to fully perform, pay, and discharge, all obligations of, the SPX Savings Plan relating to the accounts of the Flowco Savings Plan Beneficiaries (to the extent the SPX Savings Plan Flowco Assets related to those accounts are actually transferred from the SPX Savings Plan to the Flowco Savings Plan).  Notwithstanding any provision to the contrary, the transfer of SPX Savings Plan Flowco Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.  SPX shall be responsible for taking all necessary, reasonable and appropriate action so that, as of the date of transfer of the SPX Savings Plan Flowco Assets and as of any other date relevant for purposes of this Agreement, the SPX Savings Plan is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code.  While it is the intent of the Parties that the preceding transfer be effectuated in a single transfer, the Parties may agree that such transfer be effectuated in multiple transfers to the extent administratively necessary, and in such case, the provisions of this paragraph shall be construed accordingly.

(d)Continuation of Elections.  As of the Distribution Date (or such earlier date as designated under the Flowco Savings Plan), Flowco (acting directly or through its Affiliates)

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shall take commercially reasonable steps to cause the Flowco Savings Plan to recognize and maintain all SPX Savings Plan elections, including but not limited to, deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Flowco Savings Plan Beneficiaries, to the extent such election or designation is available under the Flowco Savings Plan and may be continued under applicable Law; provided, that Flowco Savings Plan Beneficiary investment elections directed to the SPX Common Stock Fund thereunder shall be directed to the investment option or options designated by the applicable fiduciary of the Flowco Savings Plan thereunder until such time (if any) as the Flowco Savings Plan Beneficiary changes his or her election.  Prior to the Distribution Date, SPX shall provide written notice to all individuals anticipated to be Flowco Savings Plan Beneficiaries of the intended continuation of such elections.  Any deferrals under the Flowco Savings Plan with respect to Flowco Savings Plan Beneficiaries will begin on the first payroll period following the Distribution Date (or such earlier time as designated by the Flowco Savings Plan).

(e)Other Savings Plans.  As of the Distribution Date, Flowco (or any member of the Flowco Group) shall retain (or assume to the extent necessary) plan sponsorship of the Clyde Union Savings Plan for Bargained Employees and the Gerstenberg Schroder North America 401(k) Profit Sharing Plan, and from and after the Distribution Date, Flowco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to such plans; provided, however, that such plans may be merged into the Flowco Savings Plan before, on or after the Distribution Date, and the foregoing plan sponsorship requirement shall not be applicable in such case for the merged plan thereafter.  As of the Distribution Date, Infrastructurco (or any member of the Infrastructurco Group) shall retain (or assume to the extent necessary) plan sponsorship of the David Brown Pumps, Inc. 401(k) Plan, and from and after the Distribution Date, Infrastructurco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to such plan; provided, however, that such plan may be merged into the SPX Savings Plan before, on or after the Distribution Date, and the foregoing plan sponsorship requirement shall not be applicable in such case for the merged plan thereafter.

(f)Treatment of Flowco Common Stock and SPX Common Stock.

(i)Flowco Common Stock Fund in the SPX Savings Plan.  The SPX Savings Plan will provide, effective as of or by the Effective Time: (A) for the establishment of a Flowco Common Stock Fund; (B) that such Flowco Common Stock Fund shall receive a transfer of and hold all shares of Flowco Common Stock distributed in connection with the Distribution in respect of SPX Common Stock held in the SPX Common Stock Fund under the SPX Savings Plan; and (C) that, following the Distribution, participants in the SPX Savings Plan (the “SPX Savings Plan Beneficiaries”) will be prohibited from increasing their holdings in such Flowco Common Stock Fund and no new amounts may be contributed to the Flowco Common Stock Fund, whether through employee contributions, employer contributions or exchanges.  SPX Savings Plan Beneficiaries may elect to liquidate their holdings in such Flowco Common Stock Fund under the SPX Savings Plan and invest those monies in any other investment fund offered under the SPX Savings Plan.

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(ii)Common Stock Funds in the Flowco Savings Plan.  The Flowco Savings Plan will provide, effective as of or by the Effective Time, for the establishment of a Flowco Common Stock Fund and SPX Common Stock Fund.  Without limiting the generality of the provisions of Section 6.01(c), to the extent the transfer in Section 6.01(c) occurs after the Flowco Common Stock Fund under the SPX Savings Plan receives the shares of Flowco Common Stock distributed in connection with the Distribution, (A) shares of Flowco Common Stock held in the Flowco Common Stock Fund under the SPX Savings Plan on behalf of Flowco Savings Plan Beneficiaries shall be transferred in kind to the Flowco Common Stock Fund under the Flowco Saving Plan and (B) shares of SPX Common Stock held in the SPX Common Stock Fund under the SPX Savings Plan on behalf of Flowco Savings Plan Beneficiaries shall be transferred in kind to the SPX Common Stock Fund under the Flowco Saving Plan, in each case pursuant to Section 6.01(c).  To the extent the transfer in Section 6.01(c) occurs before the Flowco Common Stock Fund under the SPX Savings Plan receives the shares of Flowco Common Stock distributed in connection with the Distribution, the Flowco Common Stock Fund shall receive a transfer of and hold all shares of Flowco Common Stock distributed in connection with the Distribution in respect of SPX Common Stock held in the SPX Common Stock Fund under the Flowco Savings Plan.  Except as otherwise provided above, the Flowco Savings Plan will provide that Flowco Savings Plan Beneficiaries will be prohibited from increasing their holdings in the SPX Common Stock Fund under the Flowco Savings Plan and no new amounts may be contributed to such SPX Common Stock Fund, whether through employee contributions, employer contributions or exchanges.  Flowco Savings Plan Beneficiaries may elect to liquidate their holdings in such SPX Common Stock Fund under the Flowco Savings Plan and invest those monies in any other investment fund offered under the Flowco Savings Plan.

(iii)Maintaining Common Stock Funds.  Nothing herein shall require either the Flowco Savings Plan or the SPX Savings Plan to maintain an SPX Common Stock Fund or a Flowco Common Stock Fund for any period of time following the Effective Time.

(g)Regulatory Filings.  Flowco (acting directly or through its Affiliates) shall submit an application to the Internal Revenue Service (“IRS”) as soon as practicable after the Effective Time (but no later than the last day of the applicable remedial amendment period as defined in applicable Code provisions) requesting a determination letter regarding the qualified status of the Flowco Savings Plan under Section 401(a) of the Code and the tax-exempt status of its related trust under Section 501(a) of the Code as of the Distribution Date and shall make any amendments reasonably requested by the IRS to receive such a favorable determination letter.  In connection with the transfer of SPX Savings Plan Flowco Assets and Liabilities from the SPX Savings Plan to the Flowco Savings Plan contemplated in this Article VI, Flowco and SPX (each acting directly or through its Affiliates) shall cooperate in making any and all appropriate filings required by the IRS, or required under the Code, ERISA or any applicable regulations, and shall take all such action as may be necessary and appropriate to cause such plan-to-plan transfer to take place as soon as practicable after the Distribution Date; provided, however, that Flowco (acting directly or through its Affiliates) shall be solely responsible for complying with any requirements and applying for any IRS determination letter with respect to the Flowco Savings Plan.

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(h)Plan Fiduciaries.  For all periods, including on and after the Distribution Date, the Parties agree that the applicable fiduciaries of each of the SPX Savings Plan and the Flowco Savings Plan, respectively, shall have the authority with respect to the SPX Savings Plan and the Flowco Savings Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

Section 6.02Qualified Defined Benefit Plan.

(a)Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain and be solely responsible for all Liabilities and obligations with respect to Flowco Employees (and Infrastructurco Employees and Former Employees) who participate in the SPX US Pension Plan, and accordingly, there shall be no transfer of Assets or Liabilities among Infrastructurco, Flowco, any of their respective Affiliates or their respective plans in respect of the SPX US Pension Plan following the Distribution Date.

(b)As of the Distribution Date, Infrastructurco (or any member of the Infrastructurco Group) shall retain (or assume to the extent necessary) plan sponsorship of the Clyde Union Company Retirement Plan, and from and after the Distribution Date, Infrastructurco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to such plans; provided, however, that such plan may be merged into the SPX US Pension Plan before, on or after the Distribution Date, and the foregoing plan sponsorship requirement shall not be applicable in such case for the merged plan thereafter.

(c)Effective as of the Effective Time, each Flowco Employee who participates in the SPX US Pension Plan or the Clyde Union Company Retirement Plan (referred collectively as the “SPX DB Plans”) shall become 100% vested in all benefits provided under such SPX DB Plan.  As of the Distribution Date, each Flowco Employee participating in an SPX DB Plan shall be treated as a terminated vested participant under such SPX DB Plan.  In no event shall any Flowco Employee accrue any additional benefits under the SPX DB Plans following the Distribution Date.

(d)Except as provided in Section 6.07. none of Flowco or any member of the Flowco Group shall have any obligation to adopt, sponsor, maintain, participate in, contribute to or otherwise become liable with respect to any Benefit Plan that is subject to Title IV of ERISA, as a result of the Distribution or otherwise.

Section 6.03Supplemental Retirement Savings Plan.

(a)Prior to the Distribution Date, and subject to Section 6.03(c), Flowco shall establish a nonqualified deferred compensation plan that is substantially comparable to the SPX Supplemental Retirement Savings Plan (the “Flowco Supplemental Retirement Savings Plan”) for the benefit of each Flowco Employee who is, immediately prior to the Distribution Date, a participant in the SPX Supplemental Retirement Savings Plan (“Flowco SRSP Participant”).  Flowco shall be responsible for any and all Liabilities and other obligations with respect to the Flowco Supplemental Retirement Savings Plan.

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(b)As of the Effective Time (or such earlier time as designated by the Flowco Supplemental Retirement Savings Plan), Flowco shall, and shall cause the Flowco Supplemental Retirement Savings Plan to, assume all Liabilities under the SPX Supplemental Retirement Savings Plan for the benefits of Flowco SRSP Participants and their respective beneficiaries, and the SPX Group and the SPX Supplemental Retirement Savings Plan shall be relieved of all Liabilities for those benefits.  SPX shall retain all Liabilities under the SPX Supplemental Retirement Savings Plan for the benefits for applicable Infrastructurco Employees and Former Employees and their respective beneficiaries.  From and after the Effective Time, Flowco SRSP Participants shall cease to be participants in the SPX Supplemental Retirement Savings Plan.

(c)The Flowco Supplemental Retirement Savings Plan shall contain a provision which requires that a grantor trust (the “Flowco SRSP Rabbi Trust”) is to be funded in the event of a “change of control” (as such term or similar term is defined under such plan) in an amount equal to the vested account balances of participants thereunder, with such funding to occur on or prior to such change of control.  Flowco shall establish the Flowco SRSP Rabbi Trust on or prior to the Distribution Date or as soon as reasonably possible after the Distribution Date.  Nothing herein shall be construed as altering the “unfunded” status of the Flowco Supplemental Retirement Savings Plan, and the assets of the Flowco SRSP Rabbi Trust shall be subject to the claims of Flowco creditors.  For avoidance of doubt, neither the consummation of the Distribution nor any transaction in connection with the Distribution shall be deemed a change of control for purposes of the Flowco Supplemental Retirement Savings Plan, and the Parties shall not be required to fund the Flowco SRSP Rabbi Trust on or prior to the Distribution Date (but may choose to do so in its discretion).

(d)As of the Distribution Date (or such earlier time as designated by the Flowco Supplemental Retirement Savings Plan), Flowco (acting directly or through its Affiliates) shall take commercially reasonable steps to cause the Flowco Supplemental Retirement Savings Plan to recognize and maintain all SPX Supplemental Retirement Savings Plan elections with respect to Flowco SRSP Participants, including but not limited to, deferral, investment and payment form elections, and beneficiary designations, to the extent such election or designation is available under the Flowco Supplemental Retirement Savings Plan and may be continued under applicable Law.  Prior to the Distribution Date, SPX shall provide written notice to all Flowco SRSP Participants of the intended continuation of such elections.  Any deferrals under the Flowco Supplemental Retirement Savings Plan with respect to Flowco SRSP Participants will begin on the first payroll period following the Distribution Date (or such earlier time as designated by the Flowco Supplemental Retirement Savings Plan).

Section 6.04Supplemental Individual Account Retirement Plan.  No Flowco Employee who participates in the SPX SIARP as of the Distribution Date shall accrue any additional benefits under the SPX SIARP attributable to services performed on or after the Distribution Date.  Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain and be solely responsible for all Liabilities and obligations with respect to Flowco Employees (and Infrastructurco Employees and Former Employees) who participate in the SPX SIARP, and accordingly, there shall be no transfer of Assets or Liabilities with respect to the SPX SIARP among SPX, Flowco, any of their respective Affiliates or their respective plans.  The treatment of benefits under the SPX SIARP shall comply with Section 409A of the Code, to the extent subject thereto.

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Section 6.05Supplemental Retirement Plan for Top Management.

(a)Prior to the Distribution Date, and subject to Section 6.05(c), Flowco shall establish a nonqualified deferred compensation plan that is substantially comparable to the SPX TMP (the “Flowco TMP”) for the benefit of each Flowco Employee who is, immediately prior to the Distribution Date, a participant in the SPX TMP (“Flowco TMP Participant”).  Flowco shall be responsible for any and all Liabilities and other obligations with respect to the Flowco TMP.

(b)As of the Effective Time, Flowco shall, and shall cause the Flowco TMP to, assume all Liabilities under the SPX TMP for the benefits of Flowco TMP Participants and their respective beneficiaries, and the SPX Group and the SPX TMP shall be relieved of all Liabilities for those benefits.  SPX shall retain all Liabilities under the SPX TMP for the benefits for applicable Infrastructurco Employees and Former Employees and their respective beneficiaries. From and after the Effective Time, Flowco TMP Participants shall cease to be participants in the SPX TMP.

(c)The Flowco TMP shall contain a provision which requires that a grantor trust (the “Flowco TMP Rabbi Trust”) is to be funded in the event of a “change of control” (as such term or similar term is defined under such plan) in an amount equal to the vested accrued benefits of participants thereunder, with such funding to occur on or prior to such change of control.  Flowco shall establish the Flowco TMP Rabbi Trust on or prior to the Distribution Date.  Nothing herein shall be construed as altering the “unfunded” status of the Flowco TMP, and the assets of the Flowco TMP Rabbi Trust shall be subject to the claims of Flowco creditors.  For avoidance of doubt, neither the consummation of the Distribution nor any transaction in connection with the Distribution shall be deemed a change of control for purposes of the Flowco TMP, and the Parties shall not be required to fund such Flowco TMP Rabbi Trust on or prior to the Distribution Date (but may choose to do so in its discretion).

(d)As of the Distribution Date, Flowco (acting directly or through its Affiliates) shall take commercially reasonable steps to cause the Flowco TMP to recognize and maintain all SPX TMP elections with respect to Flowco TMP Participants, including but not limited to, payment form elections, and beneficiary designations, to the extent such election or designation is available under the Flowco TMP and may be continued under applicable Law.  Prior to the Distribution Date, SPX shall provide written notice to all Flowco TMP Participants of the intended continuation of such elections.

Section 6.06No Distributions on Separation.  SPX and Flowco acknowledge that neither the Distribution nor any of the other transactions contemplated by this Agreement, the Separation Agreement or the other Ancillary Agreements will trigger a payment or distribution of benefits under any Nonqualified Retirement Plan for any Infrastructurco Employee, Flowco Employee, or Former Employee and, consequently, that the payment or distribution of any benefit to which any Infrastructurco Employee, Flowco Employee, or Former Employee is entitled under any such Nonqualified Retirement Plan will occur upon such individual’s “separation from service” (to the extent it has not previously occurred) from the Infrastructurco Group or the Flowco Group, as applicable, or at such other time as specified in the applicable Nonqualified Retirement Plan.

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Section 6.07IAM Fund.  Clyde Union Inc. (“Clyde”) is a contributing employer to the IAM National Pension Fund (“IAM Fund”), a multiemployer plan within the meaning of section 4001(a)(3) of ERISA.  On and after the Effective Time, Clyde shall be a member of the Flowco Group.  On and after the Effective Time, Clyde shall continue to retain the collective bargaining agreement which provides for Clyde to be a contributing employer to the IAM Fund, and neither Infrastructurco nor any member of the Infrastructurco Group shall have further Liability thereunder.  Clyde shall continue after the Effective Time to be responsible for any obligations under such collective bargaining agreement requiring contributions to the IAM Fund, and shall be solely responsible for any withdrawal liability (including, without limitation, with respect to any Former Employee) arising in connection with Clyde withdrawing from the IAM Fund, and Infrastructurco (or any member of the Infrastructurco Group) shall have no Liability with respect thereto.

Article VII

NON-U.S. EMPLOYEES

Section 7.01General Principles.  Except as explicitly set forth in this ARTICLE VII, Infrastructurco Employees and Flowco Employees who are resident outside of the United States or otherwise are subject to non-U.S. Law and their related benefits and obligations shall be treated in the same manner as the Infrastructurco Employees and Flowco Employees who are resident of the United States are treated.  Except as otherwise agreed to by the Parties, (i) any non-U.S. Benefit Plan sponsored by Flowco (or any member of the Flowco Group) immediately prior to the Effective Time shall continue to be sponsored by such entity on and after the Distribution Date, and such entity shall retain and be solely responsible for all Liabilities and obligations with respect to such non-U.S. Benefit Plan, and (ii) any non-U.S. Benefit Plan sponsored by Infrastructurco (or any member of the Infrastructurco Group) immediately prior to the Effective Time shall continue to be sponsored by such entity on and after the Distribution Date, and such entity shall retain and be solely responsible for all Liabilities and obligations with respect to such non-U.S. Benefit Plan.  All actions taken with respect to non-U.S. employees in connection with the Distribution, including with respect to SPX Equity Awards as set forth in Section 4.09, will be accomplished in accordance with applicable Law and custom in each of the applicable jurisdictions.

Section 7.02UK Pension Plans.

(a)Infrastructurco (or one or more members of the Infrastructurco Group so designated) shall retain and be solely responsible for all Liabilities and obligations with respect to Flowco Employees (and Infrastructurco Employees and Former Employees) who have participated in the SPX UK Pension Plan insofar as such Liabilities and obligations arise as a result of their participation in that plan, and accordingly, there shall be no transfer of Assets or Liabilities with respect to the SPX UK Pension Plan between SPX, Flowco, any of their respective Affiliates or their respective plans.

(b)As of the Distribution Date, Infrastructurco (or any member of the Infrastructurco Group) shall, subject to the consent of the trustee of the Dezurik International fund of Stanplan F (which consent Infrastructurco (and/or the relevant member of the Infrastructurco Group) shall

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use all reasonable endeavours to obtain), retain (or assume to the extent necessary) plan sponsorship of that plan, and from and after the Distribution Date, Infrastructurco (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations (including, for the avoidance of doubt, any Liabilities and obligations arising as a result of a period prior to the Distribution Date) with respect to such plan.  To the extent that Infrastructurco (or any member of the Infrastructurco Group) is unable to assume plan sponsorship of such plan by the Distribution Date, the Parties agree that (i) they shall reasonably cooperate with each other to transfer the plan sponsorship of the plan to Infrastructurco (or any member of the Infrastructurco Group) as soon as reasonably possible after the Distribution Date, (ii) Infrastructurco shall indemnify Flowco for all Liabilities that Flowco is required to incur after the Distribution Date in relation to the plan, and (iii) Infrastructurco shall reimburse Flowco for all reasonable costs incurred by Flowco after the Distribution Date as a result of its sponsorship of the plan (including, for the avoidance of doubt, all reasonable costs incurred in relation to the transfer of the plan sponsorship).

Section 7.03Canadian Pension Plans.  Effective as of a date on or before the Distribution Date, SPX shall cause SPX Canada Co., as sponsor and administrator of the (i) Hourly Employee Pension Plan of the Serco Corporation, SPX Canada, (ii) the Retirement Plan for Salaried Employees of SPX Canada, and (iii) Pension Plan for Hourly Employees of SPX Valves & Controls, A Division of SPX Canada Inc. (collectively the “Canadian Pension Plans”), to assign all of its rights, duties, obligations and Liabilities under and in relation to the Canadian Pension Plans to an entity that is a member of the Infrastructurco Group and to amend the Canadian Pension Plans as necessary to give effect to this Section 7.03.

Section 7.04Certain Canadian Employees.  For the Infrastructurco Employees and Former Employees identified on Schedule 7.04 (the “Canadian Transferees”), Infrastructurco (or a member of the Infrastructurco Group) shall establish and adopt Benefit Plans that will provide benefits to each eligible Canadian Transferee (and their eligible spouses and dependents, as the case may be) who is, as of the Distribution Date, a participant in any of the Benefit Plans identified on Schedule 7.04 under terms and conditions that are comparable to such Benefit Plans.  For any such Benefit Plan that is a defined contribution pension plan, the Parties agree to use reasonable efforts to transfer the accounts (whether by asset transfer, plan spinoff, or such other mechanic agreed to by the Parties) of each Canadian Transferee from such Benefit Plan to the analogous Benefit Plan established by Infrastructurco (or a member of the Infrastructurco Group).

Article VIII

ANNUAL INCENTIVE PLANS

Section 8.01Annual Incentive Plans.

(a)Not later than the Distribution Date, Flowco shall, or shall cause another member of the Flowco Group to, take commercially reasonable steps to adopt a plan (or plans) that will provide annual bonus or short-term cash incentive opportunities for Flowco Employees that are substantially similar to the opportunities provided to such Flowco Employees immediately prior to the Distribution Date (the “Flowco Annual Bonus Plan”), subject to Flowco’s right to amend

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or terminate such plan after the Distribution Date in accordance with the terms thereof.  The Flowco Annual Bonus Plan shall be approved prior to the Distribution Date by SPX to the extent determined necessary by SPX under Code Section 162(m).  Flowco Employees shall participate in such Flowco Annual Bonus Plan (provided the eligibility requirements therein are met) immediately following the Distribution Date; provided, however, that for the 2015 performance period, in determining whether the performance goals under the Flowco Annual Bonus Plan have been achieved, Flowco may take into account the financial and operational performance of the Flowco Business (or applicable portion thereof) prior to the Distribution Date, and service with SPX shall be credited for the purposes of determining whether such Flowco Employee had been a participant in the Flowco Annual Bonus Plan during such performance period.  For avoidance of doubt, with respect to the 2015 performance period, Flowco Employees shall not be eligible for any payment from any SPX annual bonus plan or short-term incentive compensation plan, including the SPX 2015 Bonus Plan, on or after the Distribution Date.

(b)For the avoidance of doubt, (i) the Infrastructurco Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual cash incentive awards that any Infrastructurco Employee or Former Employee is eligible to receive under any Infrastructurco Group annual bonus plans and other short-term incentive compensation plans, including the SPX 2015 Bonus Plan, with respect to payments made beginning at or after the Distribution Date, and no member of the Flowco Group shall have any obligations with respect thereto, and (ii) the Flowco Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual cash incentive awards that any Flowco Employee is eligible to receive under any Flowco Group annual bonus and other short-term incentive compensation plans, including the Flowco Annual Bonus Plan, with respect to payments made beginning at or after the Distribution Date, and no member of the Infrastructurco Group shall have any obligations with respect thereto.

Article IX

COMPENSATION MATTERS AND GENERAL BENEFIT AND
EMPLOYEE MATTERS

Section 9.01Restrictive Covenants in Employment and Other Agreements.  To the fullest extent permitted by the agreements described in this Section 9.01 and applicable Law, SPX shall assign, or cause an applicable member of the Infrastructurco Group to assign (including through notification to employees, as applicable) to Flowco or a member of the Flowco Group designated by Flowco all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the Infrastructurco Group and a Flowco Employee, with such assignment to be effective as of the Effective Time.  To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Flowco Group shall be considered to be a successor to each member of the Infrastructurco Group for purposes of such agreements, with all rights, obligations and benefits under such agreements as if each were a signatory.  To the extent necessary, Infrastructurco shall, at Flowco’s request and expense, enforce or seek to enforce such restrictive covenants on behalf of members of the Flowco Group; provided, however, that in no

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event shall Infrastructurco be permitted to enforce such restrictive covenant agreements against Flowco Employees for action taken in their capacity as employees of a member of the Flowco Group.  To the extent necessary, Flowco shall, at Infrastructurco’s request and expense, enforce or seek to enforce such restrictive covenants on behalf of members of the Infrastructurco Group; provided, however, that in no event shall Flowco be permitted to enforce such restrictive covenant agreements against Infrastructurco Employees for action taken in their capacity as employees of a member of the Infrastructurco Group.

Section 9.02Termination of Participation.  Except as otherwise provided under this Agreement, effective as of the Effective Time (or at such earlier date as provided under an SPX Benefit Plan), Flowco Employees shall cease participation in each SPX Benefit Plan and shall no longer be eligible to participate in any SPX Benefit Plan.

Section 9.03Leaves of Absence.  Flowco will continue to apply the appropriate leave of absence policies applicable to inactive Flowco Employees who are on an approved leave of absence as of the Distribution Date.  Leaves of absence taken by Flowco Employees prior to the Distribution Date shall be deemed to have been taken as employees of a member of the Flowco Group.  Nothing in this Section 9.03 shall be construed as limiting the applicability of Section 5.01(d).

Section 9.04Workers’ Compensation for Flowco Employees.  All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Flowco Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, prior to the Distribution Date shall be retained by Flowco (or a member of the Flowco Group).  Effective as of the Effective Time, Flowco, acting through the member of the Flowco Group employing each Flowco Employee, will be responsible for obtaining workers’ compensation insurance, including providing all collateral required by the insurance carriers and providing all notices to Flowco Employees required by applicable workers’ compensation Laws.

Section 9.05Unemployment Compensation.  Effective as of the Effective Time, the member of the Flowco Group employing each Flowco Employee shall have (and, to the extent it has not previously had such obligations, such member of the Flowco Group shall assume) the obligations for all claims and Liabilities relating to unemployment compensation benefits for all Flowco Employees.  Effective as of the Effective Time, the member of the Infrastructurco Group employing each Infrastructurco Employee shall have (and, to the extent it has not previously had such obligations, such member of the Infrastructurco Group shall assume) the obligations for all claims and Liabilities relating to unemployment compensation benefits for all Infrastructurco Employees.  Infrastructurco shall have (and, to the extent it has not previously had such obligations, such member of the Infrastructurco Group shall assume) the obligations for all claims and Liabilities relating to unemployment compensation benefits for all Former Employees.

Section 9.06Preservation of Rights to Amend.  The rights of SPX or Flowco to amend or terminate any plan, program, or policy referred to herein shall not be limited in any way by this Agreement.

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Section 9.07Confidentiality.  Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith is confidential and is subject to the terms of the confidentiality provisions set forth in the Separation Agreement.

Section 9.08Administrative Complaints/Litigation.  To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Infrastructurco Employees (or Former Employees) and Flowco Employees and such action involves employment or Benefit Plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Infrastructurco Employees (or Former Employees) and Flowco Employees included in or represented by the putative or certified plaintiff class.  The procedures contained in the indemnification and related litigation cooperation provisions of the Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 9.08.

Section 9.09Reimbursement and Indemnification.  To the extent provided for under this Agreement, each Party agrees to reimburse the other Party, within thirty (30) days of receipt from the other Party of reasonable verification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective Welfare Plans and other Benefit Plans.  All Liabilities retained, assumed, or indemnified against by Flowco pursuant to this Agreement, and all Liabilities retained, assumed, or indemnified against by Infrastructurco pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation Agreement.  Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the Flowco Group to pay or reimburse to any member of the Infrastructurco Group any benefit related cost item that a member of the Flowco Group has paid or reimbursed to any member of the Infrastructurco Group prior to the Effective Time; and (ii) no provision of this Agreement shall require any member of the Infrastructurco Group to pay or reimburse to any member of the Flowco Group any benefit related cost item that a member of the Infrastructurco Group has paid or reimbursed to any member of the Flowco Group prior to the Effective Time.

Section 9.10Fiduciary Matters.  Each Party acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate any such fiduciary duty or standard.  Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 9.11Subsequent Transfers of Employment.  To the extent that the employment of any individuals transfers between any member of the Infrastructurco Group and any member of the Flowco Group during the six (6) month period following the Distribution Date, the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such individuals following such transfer, it being understood that (a) it may not be possible to replicate the effect of such provisions under such circumstance, and

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(b) neither Infrastructurco nor Flowco shall be bound by the provisions of this Section 9.11 to assume any Liabilities or transfer any Assets or to vest any current equity awards of such individual or to issue any replacement or new equity awards to such individual.  Notwithstanding the foregoing, for compensation that is subject to the provisions of Section 409A of the Code, or for SPX Equity Awards or Flowco Equity Awards, any such subsequent transfer shall be a “separation from service” from the applicable employer for purposes of such compensation and awards, and the consequences of such separation from service shall be determined in accordance with the terms of the applicable plan or agreement.

Section 9.12Section 409A.  SPX and Flowco shall cooperate in good faith so that the transactions contemplated by this Agreement and the Separation Agreement will not result in adverse tax consequences under Section 409A of the Code to any Flowco Employee, Flowco Non-Employee Director, SPX Non-Employee Director, Former Employee, Infrastructurco Employee, or Infrastructurco Non-Employee Director, in respect of their respective benefits under any Benefit Plan.  Without limiting the generality of the foregoing, Flowco (acting directly or through its Affiliates) shall use reasonable efforts to provide timely notice to Infrastructurco of any “separation from service” from Flowco of a Flowco Employee who is a participant in the SPX SIARP.  The list of Flowco Employees who participate in the SIARP is identified in Schedule 9.12.

Article X

MISCELLANEOUS

Section 10.01Limitation of Liability.  IN NO EVENT SHALL ANY MEMBER OF THE INFRASTRUCTURCO GROUP OR THE FLOWCO GROUP BE LIABLE TO ANY MEMBER OF THE FLOWCO GROUP OR THE INFRASTRUCTURCO GROUP, RESPECTIVELY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN ARTICLE VI OF THE SEPARATION AGREEMENT.

Section 10.02Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.02):

(a)if to SPX or Infrastructurco:

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13320-A Ballantyne Corporate Place

Charlotte, NC  28277

USA

Attention:  General Counsel

(b)if to Flowco:

13320 Ballantyne Corporate Place

Charlotte, NC  28277

USA

Attention:  General Counsel

Section 10.03Public Announcements.  Following the Effective Time, neither Party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the Separation Agreement or the transactions contemplated by this Agreement or the Separation Agreement without the prior written consent of the other Party unless otherwise required by Law or applicable stock exchange regulation, and the Parties to this Agreement shall cooperate as to the timing and contents of any such press release or public announcement.

Section 10.04Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 10.05Entire Agreement.  This Agreement and the Ancillary Agreements constitute the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof and thereof.  Irrespective of anything else contained herein, the Parties do not intend for this Agreement to constitute the establishment or adoption of, or amendment to, any Benefit Plan, and no person participating in any such Benefit Plan shall have any claim or cause of action, under ERISA or otherwise, in respect of any provision of this Agreement as it relates to any such Benefit Plan or otherwise.

Section 10.06Amendments; No Waivers.

(a)From and after the Distribution, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b)No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or

39

privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 10.07Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party.  Any purported assignment without such consent shall be void.  Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.  Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets, or (b) the sale of all or substantially all of such Party’s Assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party.  No assignment permitted by this Section 10.07 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 10.08Parties in Interest.  This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.09Currency.  Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein means United States dollars, and all payments hereunder shall be made in United States dollars unless otherwise mutually agreed upon by the Parties.

Section 10.10Tax Matters.  Notwithstanding anything in this Agreement to the contrary, except for those tax matters specifically addressed herein, the Tax Matters Agreement will be the exclusive agreement among the Parties with respect to all Tax matters, including indemnification in respect of Tax matters.

Section 10.11Governing Law.  This Agreement shall be governed by and construed in accordance with the internal Laws, and not the Laws governing conflicts of Laws, of the State of Delaware.

Section 10.12Consent to Jurisdiction.  Subject to the provisions of ARTICLE VIII of the Separation Agreement, each of the Parties irrevocably submits to exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware (unless the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in which case, any state or federal court within the State of Delaware) and (ii) so long as both Parties are headquartered in North Carolina, any state or federal court within the State of North Carolina, for the purposes of any suit, action or other proceeding to compel arbitration, for provisional relief in aid of arbitration in accordance with ARTICLE VIII of the Separation Agreement, for provisional relief to prevent irreparable harm, or for the enforcement of any award issued thereunder.  Each of the Parties further agrees

40

that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in Section 10.02 shall be effective service of process for any action, suit or proceeding in the Delaware or North Carolina courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.12.  Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware courts or, so long as both Parties are headquartered in North Carolina, the North Carolina courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in any Delaware court or, so long as both Parties are headquartered in North Carolina, any North Carolina court has been brought in an inconvenient forum.

Section 10.13Dispute Resolution.  The procedures for negotiating and binding arbitration set forth in ARTICLE VIII of the Separation Agreement shall apply to any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of, this Agreement or otherwise related to the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof), or the construction, interpretation, enforceability, or validity hereof.

Section 10.14Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms.  Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with ARTICLE VIII of the Separation Agreement, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 10.15No Circumvention.  The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

Section 10.16Settlor Prerogatives Regarding Plan Dispositions.  Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed to require Flowco to maintain a Flowco Benefit Plan for a specific period of time, or into perpetuity, and further, nothing herein shall be construed to inhibit or otherwise interfere with Flowco’s ability to terminate a Flowco Benefit Plan, so long as the termination of a Flowco Benefit Plan intended to be qualified under Section 401(a) of the Code does not jeopardize the tax qualified status of the Flowco Benefit Plan.

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Section 10.17Effect if Distribution Does Not Occur.  Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement or Transition Services Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

Section 10.18No Third Party Beneficiaries.  Except as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 10.19Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.19.

Section 10.20Survival of Covenants.  Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants and agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein or therein, shall survive the Separation and shall remain in full force and effect.

Section 10.21Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission or portable document format (.pdf)) in counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 10.22Authorization.  Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SPX CORPORATION
By
	Name:
	Title:
SPX FLOW, INC.
By
	Name:
	Title:

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EX-10.5

Exhibit 10.5

FORM OF

SPX FLOW

SUPPLEMENTAL RETIREMENT PLAN

FOR TOP MANAGEMENT

(As Adopted Effective [·])

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
1.1	“Actuarial Equivalent”	2
1.2	“Affiliated Company” or “Affiliate”	2
1.3	“Beneficiary”	2
1.4	“Board”	3
1.5	“Code”	3
1.6	“Committee” or “Compensation Committee”	3
1.7	“Company”	3
1.8	“Continuous Service”	3
1.9	“Early Retirement Date”	3
1.10	“Employee”	4
1.11	“Final Average Pay”	4
1.12	“Normal Retirement Age”	4
1.13	“Normal Retirement Date”	4
1.14	“Participant”	4
1.15	“Plan”	4
1.16	“SPX Qualified Plan”	4
1.17	“SPX Qualified Plan Benefit”	4
1.18	“Other Nonqualified Pension Plans”	4
1.19	“Surviving Spouse”	5
1.20	“Top Management Retirement Benefit”	5
1.21	“Non-409A Top Management Retirement Benefit”	5
1.22	“409A Top Management Retirement Benefit”	5
1.23	“Vested”	5
ARTICLE II ELIGIBILITY		6
2.1	Participation	6
2.2	Top Hat Requirements and Reduction in Status	6
2.3	Removal From Participation	6
ARTICLE III TOP MANAGEMENT RETIREMENT BENEFITS		7
3.1	Normal Retirement	7
3.2	Early Retirement	7
3.3	Participation in Other Nonqualified Pension Plans	8
3.4	Form and Timing of Benefit	9
3.5	Actuarial Equivalent	11
3.6	Source of Benefit Payments	11
ARTICLE IV TOP MANAGEMENT PRE-RETIREMENT DEATH BENEFIT		12
4.1	Survivor Benefits for the Non-409A Top Management Retirement Benefit	12
4.2	Survivor Benefits for the 409A Top Management Retirement Benefit	12
ARTICLE V ADMINISTRATION OF THE PLAN		14
5.1	Administration by the Company	14
5.2	General Powers of Administration	14
5.3	409A Compliance	14

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ARTICLE VI AMENDMENT OR TERMINATION		15
6.1	Amendment or Termination	15
6.2	Effect of Amendment or Termination	15
ARTICLE VII GENERAL PROVISIONS		16
7.1	Funding	16
7.2	General Conditions	16
7.3	No Guaranty of Benefits	16
7.4	No Enlargement of Employee Rights	16
7.5	Spendthrift Provision	16
7.6	Applicable Law	16
7.7	Automatic Cashout	16
7.8	Incapacity of Recipient	17
7.9	Corporate Successor	17
7.10	Unclaimed Benefit	17
7.11	Limitations on Liability	17
7.12	Duties of Participants, Beneficiaries, and Surviving Spouses	17
7.13	Taxes and Withholding	17
7.14	Treatment for Other Compensation Purposes	17
ARTICLE VIII CHANGE-OF-CONTROL		18
8.1	Benefit Rights Upon Change-of-Control	18
8.2	Definition of Change-of-Control	19
8.3	Definition of 409A Change-of-Control	19
ARTICLE IX SPECIAL PROVISIONS		21
9.1	Transfer of Liabilities from Prior Plan	21
9.2	Generally	21
TABLE A		22

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SPX FLOW
SUPPLEMENTAL RETIREMENT PLAN
FOR TOP MANAGEMENT

The SPX FLOW Supplemental Retirement Plan for Top Management (the “Plan”) is adopted effective [·] (the “Effective Date”).  The Plan is established and maintained by SPX FLOW, Inc. for the purpose of providing supplemental retirement income benefits to a limited number of top management employees largely responsible for enhancing the earnings and growth of SPX FLOW, Inc.

The provisions of this Plan are only applicable to Participants who were in the employ of SPX FLOW, Inc. on or after the Effective Date (except as otherwise provided in the Plan).

As part of the Separation and Distribution Agreement by and between SPX Corporation and SPX FLOW, Inc. dated as of [·], SPX Corporation and SPX FLOW, Inc. entered into the Employee Matters Agreement dated as of [·] (the “EMA”).  In accordance with the EMA, all liabilities for Flowco Employees (as defined in the EMA) under the SPX Corporation Supplemental Retirement Plan for Top Management (the “Prior Plan”) are to be transferred to the Plan and the Plan became liable to pay all such benefits to such participants.  Section 9.1 of the Plan sets forth the additional rules applicable to such transferred benefits and transferred participants.

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ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth (except as may otherwise be modified in other provisions or appendices of the Plan).  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

1.1          “Actuarial Equivalent” means a benefit having the same value as the benefit it replaces.  Actuarial equivalency shall be determined on the basis of the following assumptions:

(a)For purposes of converting a 100% joint and survivor annuity or a 50% joint and survivor annuity (as the case may be) at Normal Retirement Age to a lump sum at Normal Retirement Age or at any other time, or a lump sum at any age to a 100% joint and survivor annuity or a 50% joint and survivor annuity (as the case may be) at Normal Retirement Age or at any other time, (i) mortality shall be based upon the table prescribed in Code Section 417(e)(3)(A)(ii)(I), (ii) the ages of the Participant and the Participant’s spouse shall be their actual ages and (iii) the assumed interest rate shall be the annual interest on 30-year Treasury securities, as published by the Board of Governors of the Federal Reserve System, for the November prior to the Plan Year during which the distribution is made.

(b)For purposes of converting a 100% joint and survivor annuity or a 50% joint and survivor annuity (as the case may be) into a single life annuity, the factors set forth in Table A (attached hereto) shall be applied.  If a Participant is not married, such application shall be based on the assumption that the Participant is married and that he and his spouse are the same age.  If a Participant is married, such application shall be based on the actual ages of the Participant and his spouse.  For purposes of converting into any other optional annuity form of benefit available under the Plan or for adjusting for a non-spousal Beneficiary, the 100% joint and survivor annuity or the 50% joint and survivor annuity (as the case may be) shall first be converted into a single life annuity, as described above, after which the actuarial factors set forth in Appendix A of the SPX Qualified Plan (as amended, and including any successor or replacement appendix) shall be applied.

1.2          “Affiliated Company” or “Affiliate” means any corporation, trade or business entity which is a member of a controlled group of corporations, trades or businesses, or an affiliated service group, of which the Company is also a member, as provided in Code Sections 414(b), (c), (m) or (o).

1.3          “Beneficiary” means, subject to Section 9.1., a Participant’s beneficiary under the SPX Qualified Plan, or any person or persons designated by a Participant to receive benefits payable in the event of the Participant’s death before benefits under the Plan begin, or to receive the survivor benefits under any joint and survivor benefit option or period certain benefit option after benefits under the Plan begin.  Any separate designation of a Beneficiary under this Plan shall not be effective for any purpose unless and until it has been filed by the Participant with the Committee on a form approved by the Committee.  In the event that a Participant shall not have a Beneficiary, or if for any reason a Beneficiary designation shall be legally ineffective, or if such Beneficiary predeceases the Participant, then, for purposes of the Plan, payments shall be made to the first surviving class, and in equal shares if there are more than one in each class, of the following classes of beneficiaries in order of preference: (i) Participant’s widow or widower, (ii) surviving children, (iii) surviving parents, (iv) surviving brothers or sisters, and (v) legal representative, provided that if no legal representative is duly appointed and qualified within six months of the date of death of a deceased Participant, then payment shall be made to such persons as, at the date of the Participant’s death, would be entitled to share in the distribution of such deceased Participant’s estate under the provisions of the statute governing the descent of intestate property, then in force and effect in the state of Participant’s residence.  A Participant may, from time to time, on a form approved by and filed with the Committee, change the Beneficiary, provided that once benefit payments have commenced to be paid to a Participant, his designation of a Beneficiary may only be changed for the period certain and life benefit.  If payments under a period certain and life benefit have

2

commenced to a Participant’s designated Beneficiary and the Beneficiary dies before all payments under such form of payment have been made, any remaining payments shall be made to the Beneficiary’s estate.

A married Participant may elect at any time to designate a non-spouse Beneficiary or to revoke any such election at any time.  An election by a Participant to designate a non-spouse Beneficiary shall not take effect unless the Participant’s spouse consents in writing to such election, such consent acknowledges the effect of such an election and the consent is witnessed by a representative of the Plan or a notary public, unless the Participant establishes to the satisfaction of the Committee that such consent may not be obtained because there is no spouse, the spouse cannot be located or due to other circumstances.  The consent by a spouse shall be irrevocable and shall be effective only with respect to that spouse.

There shall be separate Beneficiary designations for a Participant’s Non-409A Top Management Retirement Benefit and 409A Top Management Retirement Benefit (although a Participant may select the same person(s) as Beneficiary for both the Participant’s Non-409A Top Management Retirement Benefit and 409A Top Management Retirement Benefit).

A Participant’s spouse shall no longer be eligible for the Top Management Retirement Benefit provided in Sections 4.1(a) and 4.2(a) on the date of entry of a judgment of divorce from that spouse, provided that a Participant may designate a former spouse as his Beneficiary on a form approved by the Committee and filed with the Committee after the date of entry of the judgment of divorce and before his death.

1.4          “Board” means the Board of Directors of the Company.

1.5          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.

1.6          “Committee” or “Compensation Committee” means the Compensation Committee of the Board.

1.7          “Company” means (a) SPX FLOW, Inc., a Delaware corporation, (b) any Affiliated Company or Affiliate provided that such Affiliated Company or Affiliate shall have been included in the definition of Company only to the extent determined by action of the officer of SPX FLOW, Inc. empowered to make such employee benefit determinations, or (c) to the extent provided in Section 7.9 below, any successor corporation or other entity resulting from a reorganization, merger or consolidation into or with the Company, or a transfer or sale of substantially all of the assets of the Company.

1.8          “Continuous Service” for purposes of this Plan shall be equal to (i) a Participant’s Continuous Service as shown on the records of the Prior Plan as of the Effective Date, if applicable, plus (ii) a Participant’s Continuous Service as determined under the SPX Qualified Plan after the Participant’s Continuous Service Commencement Date, which solely for the purposes of this Plan, is determined as if such Participant were a participant in the SPX Qualified Plan and the Participant’s employment with the Company were with SPX Corporation.

For purposes of this Plan only, and subject to Section 9.1, a Participant’s Continuous Service Commencement Date shall be the date such Participant was named an officer with SPX FLOW, Inc.; provided, in the event a Participant was employed by a business entity acquired by the Company, his Continuous Service Commencement Date shall be the closing date of such acquisition; provided, further, that the Committee may set an alternative Continuous Service Commencement Date for any Participant.

1.9          “Early Retirement Date” means the first day of the month coinciding with or next following the date on which a Participant or former Participant meets all of the following requirements:

·terminated employment with the Company, prior to attaining Normal Retirement Age;

·after such Participant is Vested under this Plan; and

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·when the Participant has attained at least age 55, regardless of whether he attained such age prior to his termination of employment.

1.10        “Employee” means an employee of the Company or of an Affiliated Company.

1.11        “Final Average Pay” shall mean the average monthly pay in the Participant’s highest paid three calendar years out of his last ten calendar years of Company employment, but with the following modifications and subject to Section 9.1:

(a)In a Participant’s last calendar year of Company employment, Final Average Pay will be based on the full year, by annualizing the Participant’s last rate of pay for that year, and including the bonus paid to the Participant during that year.

(b)Those items excluded from the definition of Compensation under the SPX Qualified Plan (where reference to compensation and benefit items, programs and plans of SPX Corporation therein shall be deemed to reference the analogous compensation and benefit items, programs and plans at the Company) shall also be excluded from Final Average Pay; provided that any deferrals of compensation made pursuant to the SPX FLOW Supplemental Retirement Savings Plan shall be includable in the determination of Final Average Pay.

(c)For purposes of this Plan, Final Average Pay shall be determined, regardless of the limit (if any) provided by Code Section 401(a)(17) or any other statutorily imposed limit.

1.12        “Normal Retirement Age” shall mean age sixty-five (65).

1.13        “Normal Retirement Date” means the first day of the month coinciding with or next following the later of (i) the date of the Participant’s Normal Retirement Age or (ii) the date on which a Participant terminates employment with the Company on or after attainment of his Normal Retirement Age.

1.14        “Participant” means an Employee who is eligible to participate in this Plan pursuant to Article II hereof.

1.15        “Plan” means this SPX FLOW Supplemental Retirement Plan For Top Management.

1.16        “SPX Qualified Plan” means the SPX Corporation US Pension Plan and each predecessor, successor or replacement to the said SPX Qualified Plan.

1.17        “SPX Qualified Plan Benefit” means the aggregate benefit (including any portion to be paid to an alternate payee pursuant to a qualified domestic relations order) payable to and in respect of a Participant pursuant to the SPX Qualified Plan and any tax-qualified (within the meaning of Code Section 401(a)) defined benefit pension plans (within the meaning of Code Section 414(j)) maintained by the Company and its Affiliates by reason of his termination of employment with the Company and all Affiliates.  If benefits are paid under this Plan in a different form than the SPX Qualified Plan Benefit, the SPX Qualified Plan Benefit shall be determined as an Actuarial Equivalent benefit in the same form.  SPX Qualified Plan Benefits paid prior to payment under this Plan shall (i) in the event of lump sum payments, be increased by the actual interest credits provided to SPX Qualified Plan participants between the date of payment under the SPX Qualified Plan and the date of payment under this Plan, and (ii) in the event of monthly annuity payments, such payments shall be redetermined as if paid by the SPX Qualified Plan on the Normal Retirement Date or Early Retirement Date under this Plan.  This redetermination shall include actual interest credits provided to SPX Qualified Plan participants between the date of payment under the SPX Qualified Plan and the date of payment under this Plan.

1.18        “Other Nonqualified Pension Plans” shall mean the SPX Corporation Supplemental Individual Account Retirement Plan (and any predecessor, successor or replacement plans) or any non-qualified defined benefit plan sponsored by the Company.

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1.19        “Surviving Spouse” means the person who is married to a Participant at the date of his death.

1.20        “Top Management Retirement Benefit” means the benefit payable to a Participant, a Surviving Spouse or a Beneficiary pursuant to the terms of this Plan.

1.21        “Non-409A Top Management Retirement Benefit” refers to the Top Management Retirement Benefit that is determined under Code Section 409A to be (i) attributable to amounts deferred in taxable years beginning before January 1, 2005, and (ii) not subject to Code Section 409A.

1.22        “409A Top Management Retirement Benefit” refers to the Top Management Retirement Benefit that is determined under Code Section 409A to be (i) attributable to amounts deferred in taxable years beginning on or after January 1, 2005, or (ii) attributable to amounts deferred in taxable years beginning before January 1, 2005 that are subject to Code Section 409A.

1.23        “Vested”  A Participant shall be Vested in his benefits under this Plan if he has 5 years of Continuous Service.

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ARTICLE II

ELIGIBILITY

2.1          Participation.  An Employee shall become a Participant hereunder upon designation as such by the Compensation Committee.  Such designation shall be made in writing and filed with the records of the Plan.  The Compensation Committee shall promptly notify those Employees selected as Participants hereunder of their participation.  Notwithstanding the foregoing, an Employee shall not be eligible to become a Participant at any point during a year if Code Section 409A would prevent such Employee from making a payment election under Section 3.4(b)(1)(i) of the Plan at such time.  In such circumstances, such Employee would be permitted to participate in the Plan only as of the January 1st of the following year, and the Employee shall be permitted to make a payment election in accordance with Section 3.4(b)(1)(ii) of the Plan.

2.2          Top Hat Requirements and Reduction in Status.  No Employee shall be designated as a Participant hereunder unless the Employee qualifies for inclusion in a “select group of management or highly compensated employees” as defined in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  In the event a Participant’s compensation or level of responsibility is reduced so that such Participant no longer qualifies for inclusion in a “select group of management or highly compensated employees,” the individual shall cease to be a Participant.  A Vested Participant shall not forfeit benefits accrued to the date he ceases to be a Participant, while a non-Vested Participant shall forfeit all rights to benefits under the Plan.

2.3          Removal From Participation.  Except in the event of a Change-of-Control (as defined in Article VIII), the Compensation Committee may reexamine a non-Vested Participant’s eligibility and make a new determination as to whether he shall be entitled to continue as a Participant hereunder.  If an Employee is removed from participation pursuant to this Section 2.3, he and his Surviving Spouse or Beneficiary shall forfeit all rights to benefits under this Plan.  The Compensation Committee shall not be entitled to remove any Vested Participant from participation, except as described in Section 2.2 above or in the event of the termination of the Plan as to all Participants, in which case the Participant’s Vested accrued benefits shall not be forfeitable.

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ARTICLE III
TOP MANAGEMENT RETIREMENT BENEFITS

3.1          Normal Retirement.

(a)Normal Retirement for Employees Who Became Participants Before August 24, 2005.  For Employees who became Participants in the Plan (or the Prior Plan) before August 24, 2005, the Top Management Retirement Benefit payable to an eligible Participant on his Normal Retirement Date shall be a monthly amount in the form of a 100% joint and survivor annuity equal to the remainder of (1) minus (2), as described below:

(1)60% of Final Average Pay multiplied by a ratio, the numerator of which is the Participant’s Continuous Service (not to exceed 15) and the denominator of which is 15; minus

(2)the Participant’s SPX Qualified Plan Benefit (if any) determined as of the Participant’s Normal Retirement Date without regard to when such benefit is actually paid.

(b)Normal Retirement for Employees Who Became Participants On and After August 24, 2005 and Before April 22, 2009.  For Employees who become Participants in the Plan (or the Prior Plan) on and after August 24, 2005 and before April 22, 2009, the Top Management Retirement Benefit payable to an eligible Participant on his Normal Retirement Date shall be a monthly amount in the form of a 50% joint and survivor annuity equal to the remainder of (1) minus (2), as described below:

(1)50% of Final Average Pay multiplied by a ratio, the numerator of which is the Participant’s Continuous Service (not to exceed 20) and the denominator of which is 20; minus

(2)the Participant’s SPX Qualified Plan Benefit (if any) determined as of the Participant’s Normal Retirement Date without regard to when such benefit is actually paid.

(c)Normal Retirement for Employees Who Become Participants On and After April 22, 2009.  For Employees who become Participants in the Plan (or the Prior Plan) on and after April 22, 2009, the Top Management Retirement Benefit payable to an eligible Participant on his Normal Retirement Date shall be a monthly amount in the form of a 50% joint and survivor annuity equal to the remainder of (1) minus (2), as described below:

(1)50% of Final Average Pay multiplied by a ratio, the numerator of which is the Participant’s Continuous Service (not to exceed 25) and the denominator of which is 25; minus

(2)the Participant’s SPX Qualified Plan Benefit (if any) determined as of the Participant’s Normal Retirement Date without regard to when such benefit is actually paid.

3.2          Early Retirement.

(a)Early Retirement for Employees Who Became Participants Before August 24, 2005.  For Employees who became Participants in the Plan (or the Prior Plan) before August 24, 2005, the Top Management Retirement Benefit payable to an eligible Participant on his Early Retirement Date shall be a monthly amount equal to the Top Management

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Retirement Benefit to which he would be entitled at his Normal Retirement Date pursuant to Section 3.1(a) above, with the following adjustments:

(1)Amount If Early Retirement Is Within Five Years of Normal Retirement Age.  The monthly amount payable hereunder to a Participant whose Early Retirement Date is within five (5) years of his Normal Retirement Age shall be an amount computed in the same manner as a benefit under Section 3.1(a) (without regard to Section 3.1(a)(2) above), based on his Final Average Pay and Continuous Service as of his Early Retirement Date.

(2)Amount If Early Retirement Is More Than Five Years From Normal Retirement Age.  The monthly amount payable hereunder to a Participant whose Early Retirement Date is more than five years prior to his Normal Retirement Age shall be computed in the same manner as a benefit under Section 3.1(a) above (without regard to Section 3.1(a)(2)), based on his Final Average Pay and Continuous Service as of his Early Retirement Date, but such amount shall be reduced by one-twelfth (1/12) of three percent (3%) for each complete calendar month by which his first payment precedes his age 60.

(3)Reductions for Qualified Plan Benefits.  The benefit so determined shall be reduced by the SPX Qualified Plan Benefit (if any), or the Actuarial Equivalent thereof, if such benefit could not have been paid at such date.

(b)Early Retirement for Employees Who Become Participants On and After August 24, 2005.  For Employees who become Participants in the Plan (or the Prior Plan) on and after August 24, 2005, the Top Management Retirement Benefit payable to an eligible Participant on his Early Retirement Date shall be a monthly amount equal to the Top Management Retirement Benefit to which he would be entitled at his Normal Retirement Date pursuant to Section 3.1(b) or 3.1(c), as applicable, above, with the following adjustments:

(1)Amount If Early Retirement Is Within Three Years of Normal Retirement Age.  The monthly amount payable hereunder to a Participant whose Early Retirement Date is within three (3) years of his Normal Retirement Age shall be an amount computed in the same manner as a benefit under Section 3.1(b) (without regard to Section 3.1(b)(2) above) or Section 3.1(c) (without regard to Section 3.1(c)(2) above), as applicable, based on his Final Average Pay and Continuous Service as of his Early Retirement Date.

(2)Amount If Early Retirement Is More Than Three Years From Normal Retirement Age.  The monthly amount payable hereunder to a Participant whose Early Retirement Date is more than three (3) years prior to his Normal Retirement Age shall be computed in the same manner as a benefit under Section 3.1(b) above (without regard to Section 3.1(b)(2)) or Section 3.1(c) above (without regard to Section 3.1(c)(2)), as applicable, based on his Final Average Pay and Continuous Service as of his Early Retirement Date, but such amount shall be reduced by one-twelfth (1/12) of four percent (4%) for each complete calendar month by which his first payment precedes his age 62.

(3)Reductions for Qualified Plan Benefits.  The benefit so determined shall be reduced by the SPX Qualified Plan Benefit (if any), or the Actuarial Equivalent thereof, if such benefit could not have been paid at such date.

3.3          Participation in Other Nonqualified Pension Plans.  In addition to reducing a Participant’s benefit under the Plan by his SPX Qualified Plan Benefit (if any) as provided above, such Plan benefit shall also be reduced by his benefit (as actuarially adjusted to the applicable optional form of payment and benefit commencement date

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hereunder) under the Other Nonqualified Pension Plans, if any.  In the event a Participant’s aggregate benefit under the Other Nonqualified Pension Plans is higher than his benefit under the Plan, he shall receive no benefits from this Plan.

3.4          Form and Timing of Benefit.

(a)Non-409A Top Management Retirement Benefits.

(1)A Participant may elect to have his Non-409A Top Management Retirement Benefit payable in any optional form in which the benefit from the SPX Qualified Plan is payable (including a lump sum payment).  A Participant must make a separate election for the Non-409A Top Management Retirement Benefit under this Plan, which need not be the same as the Participant’s election under the SPX Qualified Plan (if any).  However, any option other than the automatic form of benefit under the SPX Qualified Plan must have been elected for the Non-409A Top Management Retirement Benefit at least one year prior to a Participant’s Normal or Early Retirement Date.  Failure to elect a different option in a timely manner will result in payment in the automatic form of benefit under the SPX Qualified Plan for the Non-409A Top Management Retirement Benefit.

(2)Payment of the Non-409A Top Management Retirement Benefit to a Participant will commence no sooner than a date chosen by such Participant, which commencement date must be no sooner than the date when the Participant has both terminated employment and attained age 55.  Such commencement date may be after the date the Participant has chosen to begin his SPX Qualified Plan Benefit (if any).

(b)409A Top Management Retirement Benefits.

(1)Initial Eligibility and Payment Elections.  For any person who shall newly become a Participant pursuant to Section 2.1, such person may elect to have his 409A Top Management Retirement Benefit payable in any optional form in which the benefit from the SPX Qualified Plan is payable (including a lump sum payment).  Such person must make a separate optional form election for the 409A Top Management Retirement Benefit under this Plan, which need not be the same as the Participant’s election under the SPX Qualified Plan (if any).  Such person may also elect when the 409A Top Management Retirement Benefit will commence, which commencement date must be no sooner than the date when the Participant has both terminated employment and attained age 55.

(i)To the extent permitted under Code Section 409A, such payment election must be made no later than thirty (30) days (or such earlier time as the Committee may designate) after the person becomes newly eligible to participate in the Plan.

(ii)If the election timing provided in clause (i) above is not permitted under Code Section 409A, such payment election must be made no later than the December 31st of the year preceding the year in which such person is initially eligible to participate in this Plan.

(iii)The payment form and timing election shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in the remainder of this Section 3.4(b).

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(2)Timely Election Failure.  Failure to make a timely payment election as provided above will result in such person deeming to elect the following with respect to the 409A Top Management Retirement Benefit: (i) benefit commencement date that is the later of (x) six months following termination of employment or (y) age 55 and (ii) benefit payment form that is a lump sum payment.  Such deemed election shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in paragraph (3) below.

(3)Subsequent Change in Election.  A Participant may change his payment election with respect to the 409A Top Management Retirement Benefit so long as: (i) the new payment election is made at least twelve (12) months before the original payment commencement date, (ii) the new payment election does not take effect until at least twelve (12) months after the date on which such election is made, and (iii) the original payment commencement date is deferred for a period of not less than five (5) years.  Notwithstanding the foregoing, to the extent that a Participant’s payment form election with respect to the 409A Top Management Retirement Benefit is a “life annuity” (as defined under Code Section 409A), the Participant may change such election to another optional form in which the benefit from the SPX Qualified Plan is payable to the Participant provided that:

(i)such optional form is also a “life annuity” (as defined under Code Section 409A) which is actuarially equivalent (as determined under Code Section 409A);

(ii)such election to change is timely made before the first scheduled annuity payment date of the original election; and

(iii)such first scheduled annuity payment date does not change as a result of the new election.

(c)Form.  The elections (including the change in payment election provisions under paragraph (b)(3) above) provided above shall be made on a form approved by the Committee and filed with the Committee in the time and manner prescribed by the Committee.

(d)Six Month Delay Rule.  If, at the time the Participant becomes entitled to 409A Top Management Retirement Benefit payments under the Plan, the Participant is a Specified Employee (as defined and determined under Code Section 409A), then, notwithstanding any other provision in the Plan to the contrary, the following provision shall apply.  No 409A Top Management Retirement Benefit payments considered deferred compensation under Code Section 409A which is determined to be payable upon a Participant’s termination as determined under Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to the Participant until the date that is six (6) months after the Participant’s termination.  Any such 409A Top Management Retirement Benefit payments that would otherwise have been paid to the Participant during this six-month period shall instead be aggregated with interest (at the Interest Credit Rate as defined under the SPX Qualified Plan) during such period, and be paid to the Participant on the date that is six (6) months after the Participant’s termination.  Any 409A Top Management Retirement Benefit payments to which the Participant is entitled to be paid after the date that is six (6) months after the Participant’s termination shall be paid to the Participant in accordance with the applicable terms of this Plan.

(e)Payments.  Notwithstanding anything in the foregoing, a 409A Top Management Retirement Benefit payment shall be paid (or commence to be paid) on or as soon as practicable after the date determined pursuant to the above but not later than 30 days after such date.

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3.5          Actuarial Equivalent.  A Top Management Retirement Benefit which is payable in any other form than that prescribed under Sections 3.1 and 3.2 above, or which is payable in such form prescribed under Sections 3.1 and 3.2 above but with a Beneficiary other than such Participant’s spouse, shall be the Actuarial Equivalent of the Top Management Retirement Benefit set forth in Sections 3.1 and 3.2 above.

3.6          Source of Benefit Payments.  Any Top Management Retirement Benefit payable to a Participant, a Surviving Spouse or a Beneficiary shall be paid from the general assets of the Company.

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ARTICLE IV

TOP MANAGEMENT PRE-RETIREMENT DEATH BENEFIT

4.1          Survivor Benefits for the Non-409A Top Management Retirement Benefit.  If a Vested Participant dies before his Non-409A Top Management Retirement Benefit has commenced to be paid to him, the Surviving Spouse or Beneficiary, as shall be applicable, shall receive the Non-409A Top Management Retirement Benefit as described below:

(a)Surviving Spouse.  If the Participant was married at the time of death, the Surviving Spouse may elect (i) a single life annuity for the Surviving Spouse’s life which is 100% of the Actuarial Equivalent of the Participant’s Non-409A Top Management Retirement Benefit, payable as of the first day of the month following the date the Participant would have attained age 55, or (ii) a lump sum which is the Actuarial Equivalent of the Participant’s Non-409A Top Management Retirement Benefit payable to the Surviving Spouse as of the first day of the month following the date of the Participant’s death.  If the Surviving Spouse dies after the Participant but before the Non-409A Top Management Retirement Benefit is paid or commenced to be paid to the Surviving Spouse, the Actuarial Equivalent shall be paid in a lump sum to the legal representative of such deceased Surviving Spouse; or if there shall be no such legal representative duly appointed and qualified within six months of the date of death of such deceased Surviving Spouse, then to such person as, at the date of the Surviving Spouse’s death, would be entitled to share in the distribution of such deceased Surviving Spouse’s personal estate under the provisions of the statute governing the descent of intestate property then in force and effect in the state of the deceased Surviving Spouse’s residence.

(b)Other Beneficiary.  If the Participant dies before his Non-409A Top Management Retirement Benefit becomes payable and (1) the Participant was not married at the date of death or (2) the Participant is married but his spouse has consented to the Beneficiary designation as provided under Section 1.3, a lump sum amount equal to the Actuarial Equivalent of the Participant’s Non-409A Top Management Retirement Benefit shall be paid to the Participant’s designated Beneficiary as of the first day of the month following the date of the Participant’s death.

4.2          Survivor Benefits for the 409A Top Management Retirement Benefit.  If a Vested Participant dies before his 409A Top Management Retirement Benefit has commenced to be paid to him, the Surviving Spouse or Beneficiary, as shall be applicable, shall receive the 409A Top Management Retirement Benefit as described below:

(a)Surviving Spouse.  If the Participant was married at the time of death, the Surviving Spouse shall receive a lump sum which is the Actuarial Equivalent of the Participant’s 409A Top Management Retirement Benefit payable to the Surviving Spouse on or as soon as administratively feasible following the first day of the month following the date of the Participant’s death, but no later than 60 days after such date.  If the Surviving Spouse dies after the Participant but before the lump sum is paid to the Surviving Spouse, the lump sum shall be paid to the legal representative of such deceased Surviving Spouse on or as soon as administratively feasible following the first day of the month following the date of the Participant’s death, but no later than 60 days after such date; or if there shall be no such legal representative duly appointed and qualified at such time, then to such person as, at the date of the Surviving Spouse’s death, would be entitled to share in the distribution of such deceased Surviving Spouse’s personal estate under the provisions of the statute governing the descent of intestate property then in force and effect in the state of the deceased Surviving Spouse’s residence.

(b)Other Beneficiary.  If the Participant dies before his 409A Top Management Retirement Benefit becomes payable and (1) the Participant was not married at the date of death or (2) the Participant is married but his spouse has consented to the Beneficiary designation

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as provided under Section 1.3, a lump sum amount equal to the Actuarial Equivalent of the Participant’s 409A Top Management Retirement Benefit shall be paid to the Participant’s designated Beneficiary on or as soon as administratively feasible following the first day of the month following the date of the Participant’s death, but no later than 60 days after such date.

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ARTICLE V

ADMINISTRATION OF THE PLAN

5.1          Administration by the Company.  The Company, acting under the supervision of the Compensation Committee, shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof.

5.2          General Powers of Administration.  All provisions set forth in the SPX FLOW Retirement Savings Plan with respect to the administrative powers and duties of the Company, expenses of administration, and procedures for filing claims shall also be applicable with respect to the Plan.  The Company shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

5.3          409A Compliance.  To the extent any provision of the Plan or action by the Committee or Company would subject any Participant to liability for interest or additional taxes under Code Section 409A, or make Non-409A Top Management Retirement Benefits subject to Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.  It is intended that the Plan will comply with Code Section 409A, and that the Non-409A Top Management Retirement Benefits be exempt from Code Section 409A coverage, and the Plan shall be interpreted and construed on a basis consistent with such intent.  The Plan may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A and to maintain Code Section 409A exemption for the Non-409A Top Management Retirement Benefits.  For purposes of this Plan with respect to 409A Top Management Retirement Benefits, a “termination of employment”, “termination”, “retirement” or “separation from service” (or other similar term having a similar import) under this Plan shall have the same meaning as a “separation from service” as defined in Code Section 409A.  The preceding shall not be construed as a guarantee of any particular tax effect for Plan benefits.

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ARTICLE VI

AMENDMENT OR TERMINATION

6.1          Amendment or Termination.  The Company reserves the right, subject to Article VIII, to amend or terminate the Plan at any time.  Any such amendment or termination shall be made pursuant to a resolution of the Compensation Committee and shall be effective as of the date of such resolution or as specified therein.

6.2          Effect of Amendment or Termination.  No amendment or termination of the Plan shall directly or indirectly deprive any current or former Participant, Surviving Spouse, or Beneficiary of all or any portion of any Top Management Retirement Benefit or amount due to such persons, the payment of which has commenced prior to the effective date of such amendment or termination, or which is Vested at the time of such amendment or termination of the Plan.  The Compensation Committee may remove an Employee from participation as provided in Section 2.2 and Section 2.3.

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ARTICLE VII
GENERAL PROVISIONS

7.1Funding.  The Plan is intended to constitute and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan for a select group of management and highly compensated employees under ERISA.  The Plan at all times shall be entirely unfunded within the meaning of ERISA and the Code and the Company shall not be required at any time to segregate any assets of the Company for payment of any benefits hereunder.  No Participant, Surviving Spouse, Beneficiary, or any other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant, Surviving Spouse, Beneficiary, or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

Notwithstanding the foregoing, the Company may, in its sole discretion at any time or from time to time, establish segregated funds, escrow accounts or trust funds (including through a grantor trust) whose primary purpose would be for the provision of benefits under this Plan.  If such funds or accounts are established, however, individuals entitled to benefits hereunder shall not have any identifiable interest in any such funds or accounts nor shall such individuals be entitled to any preference or priority with respect to the assets of such funds or accounts.  These funds and accounts would still be available to judgment creditors of the Company and to all creditors in the event of the Company’s insolvency or bankruptcy.

7.2General Conditions.  Any SPX Qualified Plan Benefit shall be paid solely in accordance with the terms and conditions of the SPX Qualified Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the SPX Qualified Plan.  Any Other Nonqualified Pension Plan shall be paid solely in accordance with the terms and conditions of such Other Nonqualified Pension Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of any Other Nonqualified Pension Plan.

7.3No Guaranty of Benefits.  Nothing contained in the Plan (or any Plan communication) shall constitute a guaranty by the Company or any other entity or person that the assets of the Company will be sufficient to pay any benefit hereunder.

7.4No Enlargement of Employee Rights.  No Participant, Surviving Spouse, or Beneficiary shall have any right to a benefit under the Plan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company, nor to create or confer on any Participant the right to receive future benefit accruals hereunder with respect to any future period of service with the Company.  Nothing in the Plan shall interfere in any way with the right of the Company to terminate a Participant’s service at any time with or without cause or notice and whether or not such termination results in any adverse effect on the individual’s interests under the Plan.

7.5Spendthrift Provision.  No interest of any person or entity in, or right to receive a benefit under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a benefit be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

7.6Applicable Law.  The Plan (including, without limitation, any rules, regulations, determinations or decisions made by the Compensation Committee or Company relating to the Plan) shall be construed and administered exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.

7.7Automatic Cashout.  Notwithstanding anything in the Plan to the contrary, if at the time of benefit commencement, the lump sum amount which is the Actuarial Equivalent of a Participant’s Top Management Retirement Benefit is less than $100,000, the Company shall pay such lump sum amount to the Participant, Surviving Spouse or Beneficiary in a single lump sum in lieu of any further benefit payments hereunder.  Subject to any six-month delay in payment (or portion of payment) required by Code Section 409A, such payment (or

16

applicable portion) shall be made on or as soon as administratively practicable after the benefit commencement date (or the date required by Code Section 409A’s six-month delay rule), but not later than 60 days after such date.

7.8Incapacity of Recipient.  If any person entitled to a benefit payment under the Plan is deemed by the Company to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be deemed to be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.

7.9Corporate Successor.  The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the reorganization, merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such transfer, sale, reorganization, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan, except as set forth in Article VIII.  In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of Section 6.2.

7.10Unclaimed Benefit.  Each Participant shall keep the Company informed of his current address and the current address of his spouse and/or Beneficiary.  The Company shall not be obligated to search for the whereabouts of any person.  If the location of a Participant is not made known to the Company within three (3) years after the date on which payment of the Participant’s Top Management Retirement Benefit may first be made, payment may be made as though the Participant had died at the end of the three-year period.  If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Company is unable to locate any Surviving Spouse or Beneficiary of the Participant, then the Company shall have no further obligation to pay any benefit hereunder to such Participant, Surviving Spouse, Beneficiary or any other person and such benefit shall be irrevocably forfeited.

7.11Limitations on Liability.  Notwithstanding any of the preceding provisions of the Plan, neither the Company nor any individual acting as an employee or agent of the Company shall be liable to any Participant, former Participant, Surviving Spouse, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

7.12Duties of Participants, Beneficiaries, and Surviving Spouses.  A Participant, Surviving Spouse or Beneficiary shall, as a condition of receiving benefits under this Plan, be obligated to provide the Compensation Committee with such information as the Compensation Committee shall require in order to calculate benefits under this Plan or otherwise administer the Plan.

7.13Taxes and Withholding.  As a condition to any payment or distribution pursuant to the Plan, the Company may require a Participant (or as applicable, the Surviving Spouse or Beneficiary) to pay such sum to the Company as may be necessary to discharge its obligations with respect to any taxes, assessments or other governmental charges imposed on property or income received by the Participant (or as applicable, the Surviving Spouse or Beneficiary) thereunder.  The Company may deduct or withhold such sum from any payment or distribution to the Participant (or as applicable, the Surviving Spouse or Beneficiary).

7.14Treatment for Other Compensation Purposes.  Payments received by a Participant (or as applicable, the Surviving Spouse or Beneficiary) under the Plan shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company, unless expressly so provided by such other plan, contract or arrangement.

17

ARTICLE VIII

CHANGE-OF-CONTROL

8.1Benefit Rights Upon Change-of-Control.

(a)Notwithstanding any other provision of the Plan to the contrary, in the event of a Change-of-Control, all Participants shall immediately become Vested in their accrued benefits under this Plan, and the Company or any successor shall be prohibited from amending or terminating the Plan in any manner so as to deprive, directly or indirectly, any current or former Participant, Surviving Spouse, or Beneficiary of all or any portion of any Top Management Retirement Benefit which has commenced prior to the effective date of such amendment or termination, or which would be payable if the Participant’s employment terminated for any reason, including death, on such effective date.  Following a Change-of-Control or 409A Change-of-Control, no action shall be taken under the Plan that will cause any Non-409A Top Management Retirement Benefit to be subject to Code Section 409A coverage, or cause any 409A Top Management Retirement Benefit to fail to comply in any respect with Code Section 409A, in either case without the written consent of the Participant, Surviving Spouse, or Beneficiary (as applicable).

(b)(i) Each Participant whose employment terminates following a Change-of-Control, or (ii) in the event that the Plan is terminated following a Change-of-Control, each current or former Participant, Surviving Spouse, or Beneficiary, shall be paid immediately a lump sum amount with respect to the Non-409A Top Management Retirement Benefit (and with respect to the 409A Top Management Retirement Benefit if such employment terminates within two years following a 409A Change-of-Control or if such Plan (together with any other deferred compensation arrangements as required by Code Section 409A) terminates).  This amount shall be the Actuarial Equivalent of any Non-409A Top Management Retirement Benefit (and with respect to the 409A Top Management Retirement Benefit if applicable), the payment of which has commenced prior to the effective date of any such termination, or which would be payable upon any termination of employment or which would be payable if the Participant’s employment terminated on the effective date of any Plan termination.

(c)Notwithstanding anything to the contrary, and to the extent consistent with Code Section 409A, on or prior to a Change-of-Control, the Company shall, (i) to the extent not previously established, establish a grantor trust, and (ii) fund such grantor trust with a single, irrevocable lump sum contribution which is, when combined with any other assets already held in the grantor trust, equal to the value of all Vested benefits under the Plan through the date of such Change-of-Control.  If a Participant shall continue to be employed by the Company or any successor after such Change-of-Control, each calendar year the Company (or any successor) shall, as soon as possible, but in no event later than 30 days following the end of such calendar year, make an irrevocable contribution to the grantor trust in an amount that is necessary in order to maintain assets under the grantor trust equal to the value of all Vested benefits under the Plan at the end of the applicable calendar year.  After a Change-of-Control, if the assets of the grantor trust are not sufficient to make payment of Plan benefits at any time, the Company (or any successor) shall, as soon as possible, but in no event later than 30 days following notice from the trustee, make an irrevocable contribution sufficient to enable the trustee to make such Plan benefit payments.  The Company (or any successor) shall provide such information as reasonably requested by the trustee in order for the trustee to fulfill its duties (including, without limitation, making Plan benefit determinations after a Change-of-Control) under the grantor trust agreement.  As provided under Section 7.1, the Company shall retain beneficial ownership of all assets transferred to the grantor trust and such assets will be subject to the claims of the Company’s creditors.

18

8.2Definition of Change-of-Control.  For purposes of this Plan, a “Change-of-Control” shall have the same meaning as set forth in the SPX FLOW Stock Compensation Plan (as amended from time to time, and including any successor or replacement plan).

8.3Definition of 409A Change-of-Control.  For purposes of this Plan, a “409A Change-of-Control” means the occurrence of any of the following events:

(a)any person or Group acquires ownership of Company’s stock that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of Company’s stock, (including an increase in the percentage of stock owned by any person or Group as a result of a transaction in which Company acquires its stock in exchange for property, provided that the acquisition of additional stock by any person or Group deemed to own more than 50% of the total fair market value or total voting power of Company’s stock on the Effective Date, shall not constitute a 409A Change-of-Control); or

(b)any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) ownership of Company stock possessing 30% or more of the total voting power of Company stock; or

(c)a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(d)any person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or Group) assets from Company that have a total Gross Fair Market Value equal to 40% or more of the total Gross Fair Market Value of all Company assets immediately prior to such acquisition or acquisitions, provided that there is no 409A Change-of-Control when Company’s assets are transferred to:

(1)a shareholder of Company (immediately before the asset transfer) in exchange for or with respect to Company stock;

(2)an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by Company;

(3)a person or Group that owns, directly or indirectly, 50% or more of the total value or voting power of all outstanding Company stock; or

(4)an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (3).

For purposes of the above sub-paragraph (d), a person’s status is determined immediately after the transfer of the assets.  For example, a transfer to a corporation in which Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of Company after the transaction is not a 409A Change-of-Control.

For purposes of this Section 8.3, “Gross Fair Market Value” means the value of assets determined without regard to any liabilities associated with such assets.

For purposes of this Section 8.3, “Group” means persons acting together for the purpose of acquiring Company stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Company.  If a person owns stock in both the Company and another corporation that enter into a merger, consolidation purchase or acquisition of stock, or similar transaction,

19

such person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation.  Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.

20

ARTICLE IX

SPECIAL PROVISIONS

9.1Transfer of Liabilities from Prior Plan.  The purpose of this Section 9.1 is to provide for the transfer of liabilities from the Prior Plan to this Plan with respect to Flowco Employees as set forth in the EMA.

(a)Flowco Employees shall be eligible to participate in this Plan on the Effective Date to the extent they were eligible to participate in the Prior Plan immediately prior to the Effective Date (the “Flowco Employee Participants”).  For such Flowco Employee Participants, the Continuous Service Commencement Date for purposes of Section 1.8 shall be the Effective Date.

(b)The compensation paid by SPX Corporation and its subsidiaries to a Flowco Employee Participant that was recognized under the Prior Plan immediately prior to the Effective Date shall be credited and recognized for all applicable purposes (including, without limitation, benefit determinations) under this Plan as though it were compensation from the Company or its affiliates.

(c)The Continuous Service of a Flowco Employee Participant that was recognized under the Prior Plan immediately prior to the Effective Date shall be credited and recognized for all applicable analogous purposes under this Plan as though it were Continuous Service from the Company or its affiliates.

(d)On the Effective Date, and subject to such terms and conditions as the Administrator may establish, all liabilities attributable to Flowco Employee Participants shall be transferred from the Prior Plan to this Plan.

(e)The Plan shall recognize, implement and honor all distribution and beneficiary elections made by each Flowco Employee Participant under the Prior Plan.

9.2Generally.  The Company may determine to provide special benefits for any Participant as set forth in separate documents which may be appended hereto.  To the extent that the Company has so determined, the Participant shall be entitled to the benefits provided in such documents, and to the extent that there is any inconsistency between this Plan and such document, and subject to Section 5.3, such other document will govern.

21

TABLE A

Table A

Factors to Convert a 100% Joint and Survivor Annuity to a Life Annuity

Supplemental Retirement Plan for Top Management

Equivalent Benefit Payable Under Single Life Annuity Option for Each $1.00 Otherwise Payable

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	20	21	22	23	24	25	26	27	28	29
20	1.0486	1.0469	1.0451	1.0434	1.0417	1.0400	1.0383	1.0367	1.0351	1.0336
21	1.0524	1.0506	1.0487	1.0469	1.0451	1.0433	1.0415	1.0398	1.0381	1.0364
22	1.0565	1.0546	1.0526	1.0507	1.0487	1.0468	1.0450	1.0431	1.0413	1.0395
23	1.0609	1.0589	1.0568	1.0547	1.0527	1.0507	1.0487	1.0467	1.0448	1.0429
24	1.0656	1.0635	1.0613	1.0591	1.0570	1.0548	1.0527	1.0506	1.0486	1.0465
25	1.0707	1.0684	1.0661	1.0639	1.0616	1.0593	1.0571	1.0549	1.0527	1.0505
26	1.0761	1.0737	1.0713	1.0689	1.0665	1.0642	1.0618	1.0594	1.0571	1.0548
27	1.0819	1.0794	1.0769	1.0744	1.0719	1.0694	1.0668	1.0644	1.0619	1.0594
28	1.0880	1.0855	1.0828	1.0802	1.0776	1.0749	1.0723	1.0697	1.0670	1.0644
29	1.0946	1.0919	1.0892	1.0865	1.0837	1.0809	1.0782	1.0754	1.0726	1.0699
30	1.1017	1.0989	1.0960	1.0932	1.0903	1.0874	1.0845	1.0816	1.0786	1.0757
31	1.1092	1.1063	1.1033	1.1003	1.0973	1.0943	1.0912	1.0882	1.0851	1.0820
32	1.1172	1.1142	1.1111	1.1080	1.1049	1.1017	1.0985	1.0953	1.0921	1.0888
33	1.1257	1.1226	1.1194	1.1162	1.1129	1.1096	1.1063	1.1029	1.0995	1.0961
34	1.1347	1.1315	1.1283	1.1249	1.1215	1.1181	1.1146	1.1111	1.1076	1.1040
35	1.1444	1.1411	1.1377	1.1342	1.1307	1.1272	1.1235	1.1199	1.1162	1.1125
36	1.1547	1.1513	1.1478	1.1442	1.1406	1.1369	1.1331	1.1293	1.1254	1.1215
37	1.1656	1.1621	1.1585	1.1548	1.1510	1.1472	1.1433	1.1393	1.1353	1.1312
38	1.1773	1.1737	1.1699	1.1661	1.1622	1.1583	1.1542	1.1501	1.1459	1.1417
39	1.1897	1.1860	1.1821	1.1782	1.1742	1.1701	1.1659	1.1616	1.1572	1.1528
40	1.2029	1.1991	1.1951	1.1911	1.1869	1.1827	1.1783	1.1739	1.1694	1.1648
41	1.2170	1.2130	1.2090	1.2048	1.2005	1.1961	1.1916	1.1871	1.1824	1.1776
42	1.2320	1.2279	1.2237	1.2194	1.2150	1.2105	1.2059	1.2011	1.1963	1.1913
43	1.2478	1.2437	1.2394	1.2350	1.2304	1.2257	1.2210	1.2161	1.2110	1.2059
44	1.2647	1.2604	1.2560	1.2514	1.2467	1.2419	1.2370	1.2319	1.2267	1.2214
45	1.2825	1.2781	1.2735	1.2689	1.2640	1.2591	1.2540	1.2488	1.2434	1.2379
46	1.3012	1.2967	1.2921	1.2873	1.2823	1.2772	1.2720	1.2666	1.2611	1.2554
47	1.3211	1.3165	1.3117	1.3067	1.3016	1.2964	1.2910	1.2854	1.2797	1.2739
48	1.3420	1.3373	1.3324	1.3273	1.3221	1.3167	1.3111	1.3054	1.2995	1.2934
49	1.3641	1.3593	1.3542	1.3490	1.3436	1.3381	1.3324	1.3265	1.3204	1.3141
50	1.3875	1.3825	1.3773	1.3720	1.3664	1.3607	1.3548	1.3488	1.3425	1.3360
51	1.4122	1.4070	1.4017	1.3962	1.3905	1.3847	1.3786	1.3724	1.3659	1.3593
52	1.4383	1.4330	1.4276	1.4219	1.4161	1.4100	1.4038	1.3974	1.3907	1.3838
53	1.4659	1.4605	1.4549	1.4491	1.4431	1.4369	1.4305	1.4239	1.4170	1.4099
54	1.4953	1.4897	1.4840	1.4780	1.4718	1.4654	1.4588	1.4520	1.4450	1.4377
55	1.5264	1.5207	1.5148	1.5087	1.5023	1.4958	1.4890	1.4819	1.4747	1.4672
56	1.5596	1.5538	1.5477	1.5414	1.5349	1.5281	1.5211	1.5138	1.5063	1.4986
57	1.5950	1.5890	1.5828	1.5763	1.5695	1.5626	1.5554	1.5479	1.5402	1.5322
58	1.6329	1.6267	1.6203	1.6136	1.6067	1.5995	1.5920	1.5843	1.5764	1.5681
59	1.6735	1.6671	1.6605	1.6536	1.6464	1.6390	1.6314	1.6234	1.6152	1.6067
60	1.7171	1.7105	1.7036	1.6965	1.6892	1.6815	1.6736	1.6654	1.6569	1.6481
61	1.7639	1.7571	1.7501	1.7427	1.7351	1.7273	1.7191	1.7106	1.7018	1.6927
62	1.8144	1.8073	1.8001	1.7925	1.7846	1.7765	1.7680	1.7593	1.7502	1.7407
63	1.8687	1.8614	1.8539	1.8461	1.8379	1.8295	1.8208	1.8117	1.8023	1.7925
64	1.9271	1.9196	1.9118	1.9037	1.8953	1.8866	1.8775	1.8681	1.8584	1.8482
65	1.9900	1.9822	1.9741	1.9657	1.9570	1.9480	1.9386	1.9288	1.9187	1.9082
66	2.0574	2.0493	2.0409	2.0322	2.0232	2.0138	2.0040	1.9939	1.9834	1.9725
67	2.1294	2.1210	2.1123	2.1033	2.0939	2.0841	2.0740	2.0635	2.0525	2.0412
68	2.2066	2.1979	2.1888	2.1794	2.1697	2.1595	2.1490	2.1381	2.1267	2.1149
69	2.2900	2.2809	2.2715	2.2617	2.2516	2.2410	2.2301	2.2187	2.2068	2.1946
70	2.3806	2.3711	2.3613	2.3511	2.3406	2.3296	2.3181	2.3062	2.2939	2.2811

22

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	30	31	32	33	34	35	36	37	38	39
20	1.0321	1.0306	1.0292	1.0278	1.0264	1.0251	1.0238	1.0226	1.0214	1.0203
21	1.0348	1.0332	1.0317	1.0302	1.0287	1.0273	1.0259	1.0246	1.0233	1.0221
22	1.0378	1.0361	1.0344	1.0328	1.0312	1.0297	1.0282	1.0267	1.0254	1.0240
23	1.0410	1.0392	1.0374	1.0356	1.0339	1.0323	1.0307	1.0291	1.0276	1.0262
24	1.0445	1.0426	1.0406	1.0388	1.0369	1.0351	1.0334	1.0317	1.0301	1.0285
25	1.0483	1.0462	1.0442	1.0422	1.0402	1.0383	1.0364	1.0346	1.0328	1.0311
26	1.0525	1.0502	1.0480	1.0459	1.0438	1.0417	1.0397	1.0377	1.0358	1.0340
27	1.0570	1.0546	1.0522	1.0499	1.0476	1.0454	1.0433	1.0411	1.0391	1.0371
28	1.0619	1.0593	1.0568	1.0543	1.0519	1.0495	1.0472	1.0449	1.0427	1.0405
29	1.0671	1.0644	1.0617	1.0591	1.0565	1.0539	1.0514	1.0490	1.0466	1.0443
30	1.0728	1.0700	1.0671	1.0643	1.0615	1.0588	1.0561	1.0534	1.0509	1.0484
31	1.0790	1.0759	1.0729	1.0699	1.0669	1.0640	1.0611	1.0583	1.0556	1.0528
32	1.0856	1.0824	1.0792	1.0760	1.0728	1.0697	1.0667	1.0636	1.0607	1.0578
33	1.0927	1.0893	1.0860	1.0826	1.0792	1.0759	1.0726	1.0694	1.0662	1.0631
34	1.1004	1.0969	1.0933	1.0897	1.0862	1.0826	1.0791	1.0757	1.0723	1.0689
35	1.1087	1.1049	1.1012	1.0974	1.0936	1.0899	1.0862	1.0825	1.0789	1.0753
36	1.1176	1.1136	1.1097	1.1057	1.1017	1.0978	1.0938	1.0899	1.0860	1.0822
37	1.1271	1.1230	1.1188	1.1146	1.1104	1.1063	1.1021	1.0979	1.0938	1.0897
38	1.1374	1.1330	1.1287	1.1243	1.1199	1.1154	1.1110	1.1066	1.1023	1.0979
39	1.1484	1.1438	1.1392	1.1346	1.1300	1.1253	1.1207	1.1160	1.1114	1.1068
40	1.1601	1.1554	1.1506	1.1458	1.1409	1.1360	1.1311	1.1262	1.1213	1.1164
41	1.1728	1.1678	1.1628	1.1578	1.1527	1.1475	1.1424	1.1372	1.1320	1.1268
42	1.1863	1.1811	1.1759	1.1707	1.1653	1.1599	1.1545	1.1490	1.1436	1.1381
43	1.2007	1.1953	1.1899	1.1844	1.1788	1.1732	1.1675	1.1618	1.1560	1.1502
44	1.2160	1.2105	1.2048	1.1991	1.1933	1.1874	1.1814	1.1754	1.1693	1.1632
45	1.2323	1.2265	1.2207	1.2147	1.2086	1.2025	1.1962	1.1899	1.1836	1.1772
46	1.2496	1.2436	1.2375	1.2313	1.2250	1.2186	1.2121	1.2054	1.1988	1.1920
47	1.2678	1.2617	1.2554	1.2489	1.2424	1.2357	1.2289	1.2220	1.2150	1.2079
48	1.2872	1.2808	1.2743	1.2676	1.2608	1.2538	1.2467	1.2395	1.2322	1.2248
49	1.3077	1.3011	1.2944	1.2874	1.2803	1.2731	1.2657	1.2582	1.2506	1.2428
50	1.3294	1.3226	1.3156	1.3084	1.3011	1.2936	1.2859	1.2781	1.2701	1.2620
51	1.3524	1.3454	1.3381	1.3307	1.3231	1.3153	1.3073	1.2992	1.2909	1.2824
52	1.3768	1.3695	1.3620	1.3543	1.3465	1.3384	1.3301	1.3216	1.3130	1.3042
53	1.4027	1.3951	1.3874	1.3795	1.3713	1.3629	1.3543	1.3455	1.3365	1.3274
54	1.4301	1.4224	1.4144	1.4062	1.3977	1.3890	1.3801	1.3710	1.3617	1.3521
55	1.4594	1.4514	1.4431	1.4346	1.4259	1.4169	1.4077	1.3982	1.3885	1.3785
56	1.4906	1.4823	1.4738	1.4650	1.4560	1.4466	1.4371	1.4272	1.4172	1.4068
57	1.5239	1.5154	1.5066	1.4975	1.4881	1.4785	1.4685	1.4583	1.4479	1.4371
58	1.5596	1.5508	1.5417	1.5323	1.5226	1.5126	1.5023	1.4917	1.4808	1.4697
59	1.5979	1.5887	1.5793	1.5696	1.5596	1.5492	1.5385	1.5276	1.5163	1.5047
60	1.6390	1.6296	1.6198	1.6098	1.5994	1.5886	1.5776	1.5662	1.5544	1.5424
61	1.6833	1.6735	1.6634	1.6530	1.6422	1.6311	1.6196	1.6078	1.5956	1.5830
62	1.7310	1.7209	1.7104	1.6996	1.6884	1.6769	1.6650	1.6527	1.6400	1.6270
63	1.7824	1.7719	1.7611	1.7499	1.7383	1.7263	1.7139	1.7011	1.6879	1.6743
64	1.8378	1.8269	1.8156	1.8040	1.7919	1.7795	1.7666	1.7533	1.7396	1.7255
65	1.8973	1.8860	1.8743	1.8622	1.8497	1.8368	1.8234	1.8095	1.7952	1.7805
66	1.9612	1.9495	1.9373	1.9247	1.9117	1.8982	1.8843	1.8699	1.8550	1.8396
67	2.0295	2.0173	2.0046	1.9915	1.9780	1.9640	1.9494	1.9344	1.9189	1.9029
68	2.1027	2.0900	2.0768	2.0632	2.0491	2.0345	2.0193	2.0037	1.9875	1.9708
69	2.1818	2.1686	2.1549	2.1407	2.1260	2.1107	2.0949	2.0786	2.0617	2.0442
70	2.2678	2.2540	2.2397	2.2249	2.2095	2.1936	2.1771	2.1600	2.1423	2.1241

23

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	40	41	42	43	44	45	46	47	48	49
20	1.0192	1.0182	1.0172	1.0162	1.0153	1.0144	1.0136	1.0128	1.0120	1.0113
21	1.0209	1.0198	1.0187	1.0176	1.0166	1.0156	1.0147	1.0139	1.0130	1.0122
22	1.0227	1.0215	1.0203	1.0192	1.0181	1.0170	1.0160	1.0151	1.0141	1.0133
23	1.0248	1.0234	1.0221	1.0209	1.0197	1.0185	1.0174	1.0164	1.0154	1.0144
24	1.0270	1.0255	1.0241	1.0228	1.0215	1.0202	1.0190	1.0179	1.0168	1.0157
25	1.0295	1.0279	1.0263	1.0249	1.0234	1.0221	1.0208	1.0195	1.0183	1.0172
26	1.0322	1.0304	1.0288	1.0272	1.0256	1.0241	1.0227	1.0213	1.0200	1.0188
27	1.0351	1.0333	1.0315	1.0297	1.0280	1.0264	1.0248	1.0233	1.0219	1.0206
28	1.0384	1.0364	1.0344	1.0325	1.0307	1.0289	1.0272	1.0256	1.0240	1.0225
29	1.0420	1.0398	1.0377	1.0356	1.0336	1.0317	1.0298	1.0280	1.0263	1.0247
30	1.0459	1.0435	1.0412	1.0390	1.0368	1.0347	1.0327	1.0308	1.0289	1.0271
31	1.0502	1.0476	1.0451	1.0427	1.0404	1.0381	1.0359	1.0338	1.0318	1.0298
32	1.0549	1.0521	1.0494	1.0468	1.0443	1.0418	1.0394	1.0371	1.0349	1.0328
33	1.0600	1.0571	1.0541	1.0513	1.0486	1.0459	1.0433	1.0408	1.0384	1.0361
34	1.0657	1.0624	1.0593	1.0562	1.0533	1.0504	1.0476	1.0448	1.0422	1.0397
35	1.0718	1.0683	1.0649	1.0616	1.0584	1.0553	1.0523	1.0493	1.0465	1.0437
36	1.0785	1.0748	1.0711	1.0676	1.0641	1.0607	1.0574	1.0542	1.0511	1.0481
37	1.0857	1.0818	1.0779	1.0740	1.0703	1.0666	1.0631	1.0596	1.0563	1.0530
38	1.0936	1.0894	1.0852	1.0811	1.0771	1.0731	1.0693	1.0655	1.0619	1.0584
39	1.1022	1.0977	1.0932	1.0888	1.0845	1.0803	1.0761	1.0721	1.0681	1.0643
40	1.1115	1.1067	1.1019	1.0972	1.0926	1.0880	1.0836	1.0792	1.0750	1.0708
41	1.1217	1.1165	1.1114	1.1064	1.1014	1.0966	1.0918	1.0871	1.0825	1.0780
42	1.1326	1.1272	1.1218	1.1164	1.1111	1.1058	1.1007	1.0956	1.0907	1.0858
43	1.1444	1.1386	1.1329	1.1272	1.1215	1.1159	1.1104	1.1050	1.0996	1.0944
44	1.1571	1.1510	1.1449	1.1388	1.1328	1.1268	1.1209	1.1151	1.1093	1.1037
45	1.1707	1.1642	1.1578	1.1513	1.1449	1.1385	1.1322	1.1260	1.1198	1.1138
46	1.1852	1.1784	1.1716	1.1648	1.1580	1.1512	1.1444	1.1378	1.1312	1.1247
47	1.2008	1.1936	1.1864	1.1792	1.1719	1.1647	1.1576	1.1505	1.1434	1.1365
48	1.2173	1.2098	1.2022	1.1946	1.1869	1.1793	1.1717	1.1641	1.1566	1.1492
49	1.2350	1.2271	1.2191	1.2110	1.2030	1.1949	1.1868	1.1788	1.1708	1.1628
50	1.2538	1.2455	1.2371	1.2286	1.2201	1.2116	1.2030	1.1945	1.1860	1.1775
51	1.2739	1.2651	1.2563	1.2474	1.2385	1.2295	1.2204	1.2114	1.2023	1.1933
52	1.2952	1.2861	1.2769	1.2676	1.2581	1.2486	1.2391	1.2295	1.2199	1.2104
53	1.3180	1.3085	1.2989	1.2891	1.2792	1.2692	1.2591	1.2490	1.2389	1.2287
54	1.3424	1.3324	1.3223	1.3121	1.3017	1.2912	1.2806	1.2699	1.2592	1.2485
55	1.3684	1.3580	1.3475	1.3368	1.3259	1.3148	1.3037	1.2925	1.2811	1.2698
56	1.3963	1.3855	1.3744	1.3632	1.3518	1.3403	1.3285	1.3167	1.3048	1.2928
57	1.4261	1.4149	1.4034	1.3917	1.3797	1.3676	1.3553	1.3429	1.3303	1.3176
58	1.4582	1.4465	1.4345	1.4223	1.4098	1.3971	1.3842	1.3711	1.3579	1.3445
59	1.4928	1.4805	1.4680	1.4553	1.4422	1.4289	1.4154	1.4017	1.3878	1.3737
60	1.5300	1.5173	1.5042	1.4909	1.4773	1.4634	1.4492	1.4348	1.4202	1.4053
61	1.5701	1.5569	1.5433	1.5294	1.5151	1.5006	1.4857	1.4706	1.4553	1.4397
62	1.6135	1.5997	1.5855	1.5710	1.5561	1.5409	1.5254	1.5095	1.4934	1.4770
63	1.6604	1.6460	1.6312	1.6160	1.6004	1.5845	1.5682	1.5516	1.5347	1.5174
64	1.7109	1.6959	1.6804	1.6646	1.6483	1.6317	1.6146	1.5972	1.5794	1.5613
65	1.7653	1.7496	1.7335	1.7170	1.7000	1.6825	1.6647	1.6464	1.6277	1.6087
66	1.8238	1.8074	1.7906	1.7733	1.7555	1.7373	1.7185	1.6994	1.6798	1.6598
67	1.8863	1.8693	1.8517	1.8336	1.8150	1.7959	1.7763	1.7562	1.7356	1.7146
68	1.9535	1.9357	1.9173	1.8984	1.8790	1.8589	1.8384	1.8173	1.7957	1.7736
69	2.0262	2.0076	1.9883	1.9685	1.9482	1.9272	1.9057	1.8836	1.8609	1.8377
70	2.1052	2.0857	2.0656	2.0449	2.0235	2.0015	1.9789	1.9557	1.9319	1.9074

24

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	50	51	52	53	54	55	56	57	58	59
20	1.0106	1.0099	1.0093	1.0087	1.0081	1.0076	1.0071	1.0066	1.0062	1.0057
21	1.0115	1.0107	1.0100	1.0094	1.0088	1.0082	1.0076	1.0071	1.0066	1.0061
22	1.0124	1.0116	1.0109	1.0102	1.0095	1.0089	1.0083	1.0077	1.0071	1.0066
23	1.0135	1.0127	1.0118	1.0111	1.0103	1.0096	1.0089	1.0083	1.0077	1.0072
24	1.0147	1.0138	1.0129	1.0120	1.0112	1.0104	1.0097	1.0090	1.0084	1.0078
25	1.0161	1.0150	1.0141	1.0131	1.0122	1.0114	1.0106	1.0098	1.0091	1.0084
26	1.0176	1.0164	1.0154	1.0143	1.0133	1.0124	1.0115	1.0107	1.0099	1.0092
27	1.0192	1.0180	1.0168	1.0157	1.0146	1.0136	1.0126	1.0117	1.0108	1.0100
28	1.0211	1.0197	1.0184	1.0172	1.0160	1.0149	1.0138	1.0128	1.0119	1.0110
29	1.0231	1.0217	1.0202	1.0189	1.0176	1.0163	1.0152	1.0141	1.0130	1.0120
30	1.0254	1.0238	1.0222	1.0207	1.0193	1.0180	1.0167	1.0155	1.0143	1.0132
31	1.0279	1.0262	1.0244	1.0228	1.0213	1.0198	1.0184	1.0170	1.0158	1.0146
32	1.0307	1.0288	1.0269	1.0251	1.0234	1.0218	1.0202	1.0188	1.0174	1.0160
33	1.0338	1.0317	1.0296	1.0277	1.0258	1.0240	1.0223	1.0207	1.0192	1.0177
34	1.0373	1.0349	1.0327	1.0305	1.0285	1.0265	1.0247	1.0229	1.0212	1.0196
35	1.0411	1.0385	1.0361	1.0337	1.0315	1.0293	1.0273	1.0253	1.0234	1.0217
36	1.0452	1.0425	1.0398	1.0372	1.0347	1.0324	1.0301	1.0280	1.0260	1.0240
37	1.0499	1.0468	1.0439	1.0411	1.0384	1.0358	1.0334	1.0310	1.0288	1.0266
38	1.0550	1.0517	1.0485	1.0454	1.0425	1.0396	1.0369	1.0344	1.0319	1.0295
39	1.0606	1.0570	1.0535	1.0502	1.0470	1.0439	1.0409	1.0381	1.0354	1.0328
40	1.0668	1.0629	1.0591	1.0555	1.0520	1.0486	1.0453	1.0422	1.0393	1.0364
41	1.0736	1.0694	1.0653	1.0613	1.0575	1.0538	1.0502	1.0468	1.0436	1.0405
42	1.0811	1.0765	1.0721	1.0677	1.0636	1.0595	1.0557	1.0519	1.0484	1.0450
43	1.0893	1.0843	1.0795	1.0748	1.0703	1.0659	1.0616	1.0576	1.0536	1.0499
44	1.0982	1.0928	1.0876	1.0825	1.0776	1.0728	1.0682	1.0637	1.0594	1.0553
45	1.1079	1.1021	1.0964	1.0909	1.0855	1.0803	1.0753	1.0704	1.0658	1.0613
46	1.1183	1.1121	1.1060	1.1000	1.0942	1.0885	1.0831	1.0778	1.0727	1.0678
47	1.1296	1.1229	1.1163	1.1099	1.1036	1.0975	1.0915	1.0858	1.0802	1.0749
48	1.1418	1.1346	1.1275	1.1206	1.1138	1.1071	1.1007	1.0944	1.0884	1.0826
49	1.1550	1.1472	1.1396	1.1321	1.1248	1.1176	1.1107	1.1039	1.0973	1.0910
50	1.1691	1.1609	1.1527	1.1446	1.1367	1.1290	1.1215	1.1141	1.1070	1.1001
51	1.1844	1.1756	1.1668	1.1582	1.1497	1.1413	1.1332	1.1252	1.1175	1.1100
52	1.2009	1.1914	1.1821	1.1728	1.1637	1.1547	1.1459	1.1374	1.1290	1.1209
53	1.2186	1.2085	1.1985	1.1886	1.1789	1.1692	1.1598	1.1505	1.1415	1.1327
54	1.2377	1.2270	1.2164	1.2058	1.1953	1.1850	1.1748	1.1649	1.1551	1.1456
55	1.2584	1.2470	1.2357	1.2244	1.2132	1.2021	1.1912	1.1805	1.1700	1.1597
56	1.2807	1.2687	1.2566	1.2446	1.2326	1.2208	1.2091	1.1976	1.1862	1.1751
57	1.3049	1.2921	1.2793	1.2665	1.2538	1.2411	1.2286	1.2162	1.2040	1.1921
58	1.3311	1.3175	1.3040	1.2904	1.2768	1.2633	1.2499	1.2366	1.2235	1.2107
59	1.3595	1.3452	1.3308	1.3164	1.3019	1.2875	1.2732	1.2590	1.2449	1.2311
60	1.3903	1.3752	1.3600	1.3447	1.3294	1.3140	1.2987	1.2835	1.2684	1.2536
61	1.4239	1.4079	1.3918	1.3756	1.3593	1.3430	1.3267	1.3104	1.2943	1.2783
62	1.4603	1.4435	1.4264	1.4093	1.3920	1.3746	1.3572	1.3399	1.3226	1.3055
63	1.4999	1.4821	1.4641	1.4460	1.4276	1.4092	1.3907	1.3722	1.3537	1.3354
64	1.5428	1.5241	1.5051	1.4859	1.4664	1.4468	1.4272	1.4074	1.3877	1.3681
65	1.5892	1.5695	1.5495	1.5291	1.5086	1.4878	1.4669	1.4459	1.4249	1.4039
66	1.6393	1.6185	1.5974	1.5759	1.5541	1.5321	1.5099	1.4876	1.4652	1.4428
67	1.6931	1.6712	1.6489	1.6262	1.6032	1.5799	1.5564	1.5326	1.5088	1.4849
68	1.7510	1.7280	1.7045	1.6806	1.6562	1.6316	1.6066	1.5814	1.5560	1.5305
69	1.8139	1.7896	1.7649	1.7396	1.7139	1.6878	1.6613	1.6345	1.6075	1.5804
70	1.8824	1.8569	1.8307	1.8041	1.7769	1.7493	1.7212	1.6928	1.6641	1.6352

25

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	60	61	62	63	64	65	66	67	68	69
20	1.0053	1.0049	1.0046	1.0042	1.0039	1.0036	1.0033	1.0031	1.0028	1.0026
21	1.0057	1.0053	1.0049	1.0045	1.0042	1.0039	1.0036	1.0033	1.0030	1.0027
22	1.0061	1.0057	1.0053	1.0049	1.0045	1.0041	1.0038	1.0035	1.0032	1.0029
23	1.0066	1.0061	1.0057	1.0052	1.0048	1.0044	1.0041	1.0037	1.0034	1.0031
24	1.0072	1.0066	1.0061	1.0056	1.0052	1.0048	1.0044	1.0040	1.0037	1.0033
25	1.0078	1.0072	1.0066	1.0061	1.0056	1.0052	1.0047	1.0043	1.0040	1.0036
26	1.0085	1.0078	1.0072	1.0066	1.0061	1.0056	1.0051	1.0047	1.0043	1.0039
27	1.0093	1.0085	1.0079	1.0072	1.0066	1.0061	1.0056	1.0051	1.0046	1.0042
28	1.0101	1.0093	1.0086	1.0079	1.0072	1.0066	1.0061	1.0055	1.0050	1.0046
29	1.0111	1.0102	1.0094	1.0086	1.0079	1.0072	1.0066	1.0060	1.0055	1.0050
30	1.0122	1.0112	1.0103	1.0095	1.0087	1.0079	1.0072	1.0066	1.0060	1.0054
31	1.0134	1.0124	1.0114	1.0104	1.0095	1.0087	1.0080	1.0073	1.0066	1.0060
32	1.0148	1.0136	1.0125	1.0115	1.0105	1.0096	1.0088	1.0080	1.0073	1.0066
33	1.0163	1.0151	1.0138	1.0127	1.0116	1.0106	1.0097	1.0088	1.0080	1.0072
34	1.0181	1.0166	1.0153	1.0140	1.0129	1.0118	1.0107	1.0097	1.0088	1.0080
35	1.0200	1.0184	1.0170	1.0156	1.0143	1.0130	1.0119	1.0108	1.0098	1.0089
36	1.0222	1.0204	1.0188	1.0173	1.0158	1.0145	1.0132	1.0120	1.0109	1.0099
37	1.0246	1.0227	1.0209	1.0192	1.0176	1.0161	1.0147	1.0134	1.0121	1.0110
38	1.0273	1.0252	1.0232	1.0213	1.0196	1.0179	1.0164	1.0149	1.0135	1.0123
39	1.0303	1.0280	1.0258	1.0238	1.0218	1.0200	1.0182	1.0166	1.0151	1.0137
40	1.0337	1.0312	1.0288	1.0265	1.0243	1.0223	1.0204	1.0186	1.0169	1.0153
41	1.0375	1.0347	1.0320	1.0295	1.0271	1.0249	1.0228	1.0208	1.0189	1.0172
42	1.0417	1.0386	1.0357	1.0329	1.0303	1.0278	1.0254	1.0232	1.0212	1.0193
43	1.0463	1.0429	1.0397	1.0366	1.0337	1.0310	1.0284	1.0260	1.0237	1.0216
44	1.0514	1.0477	1.0441	1.0408	1.0376	1.0346	1.0317	1.0290	1.0265	1.0241
45	1.0570	1.0529	1.0490	1.0453	1.0418	1.0385	1.0353	1.0324	1.0296	1.0269
46	1.0631	1.0586	1.0543	1.0503	1.0464	1.0427	1.0393	1.0360	1.0329	1.0300
47	1.0697	1.0648	1.0602	1.0557	1.0514	1.0474	1.0436	1.0400	1.0366	1.0334
48	1.0770	1.0716	1.0665	1.0616	1.0569	1.0525	1.0483	1.0444	1.0406	1.0371
49	1.0849	1.0790	1.0734	1.0680	1.0629	1.0581	1.0535	1.0491	1.0450	1.0411
50	1.0935	1.0871	1.0809	1.0751	1.0695	1.0642	1.0591	1.0543	1.0498	1.0455
51	1.1028	1.0959	1.0892	1.0828	1.0766	1.0708	1.0653	1.0600	1.0550	1.0503
52	1.1130	1.1054	1.0982	1.0912	1.0845	1.0781	1.0720	1.0663	1.0608	1.0556
53	1.1242	1.1159	1.1080	1.1004	1.0931	1.0861	1.0794	1.0731	1.0671	1.0614
54	1.1364	1.1274	1.1188	1.1105	1.1025	1.0949	1.0876	1.0807	1.0741	1.0678
55	1.1497	1.1400	1.1306	1.1216	1.1129	1.1046	1.0966	1.0890	1.0818	1.0749
56	1.1643	1.1538	1.1436	1.1338	1.1243	1.1152	1.1065	1.0982	1.0903	1.0828
57	1.1804	1.1690	1.1580	1.1473	1.1370	1.1271	1.1175	1.1084	1.0997	1.0915
58	1.1981	1.1858	1.1738	1.1622	1.1510	1.1402	1.1298	1.1198	1.1103	1.1012
59	1.2175	1.2042	1.1913	1.1787	1.1665	1.1547	1.1434	1.1325	1.1221	1.1121
60	1.2390	1.2246	1.2106	1.1970	1.1837	1.1709	1.1585	1.1466	1.1352	1.1243
61	1.2626	1.2471	1.2320	1.2172	1.2028	1.1889	1.1754	1.1624	1.1499	1.1380
62	1.2886	1.2720	1.2556	1.2396	1.2241	1.2089	1.1942	1.1800	1.1664	1.1533
63	1.3172	1.2993	1.2817	1.2644	1.2475	1.2311	1.2151	1.1997	1.1847	1.1704
64	1.3487	1.3294	1.3104	1.2918	1.2735	1.2557	1.2383	1.2215	1.2051	1.1894
65	1.3830	1.3623	1.3419	1.3218	1.3021	1.2827	1.2639	1.2456	1.2278	1.2106
66	1.4204	1.3983	1.3763	1.3547	1.3334	1.3125	1.2920	1.2721	1.2527	1.2340
67	1.4610	1.4373	1.4137	1.3904	1.3674	1.3449	1.3227	1.3011	1.2801	1.2596
68	1.5050	1.4796	1.4544	1.4294	1.4046	1.3803	1.3564	1.3329	1.3101	1.2878
69	1.5532	1.5261	1.4990	1.4722	1.4456	1.4193	1.3935	1.3681	1.3433	1.3191
70	1.6062	1.5772	1.5482	1.5194	1.4908	1.4625	1.4346	1.4072	1.3803	1.3540

26

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	70	71	72	73	74	75	76	77	78	79
20	1.0024	1.0022	1.0020	1.0018	1.0016	1.0015	1.0013	1.0012	1.0011	1.0010
21	1.0025	1.0023	1.0021	1.0019	1.0017	1.0016	1.0014	1.0013	1.0012	1.0011
22	1.0027	1.0024	1.0022	1.0020	1.0018	1.0017	1.0015	1.0014	1.0012	1.0011
23	1.0028	1.0026	1.0024	1.0021	1.0019	1.0018	1.0016	1.0014	1.0013	1.0012
24	1.0030	1.0028	1.0025	1.0023	1.0021	1.0019	1.0017	1.0015	1.0014	1.0013
25	1.0033	1.0030	1.0027	1.0024	1.0022	1.0020	1.0018	1.0016	1.0015	1.0013
26	1.0035	1.0032	1.0029	1.0026	1.0024	1.0022	1.0019	1.0018	1.0016	1.0014
27	1.0038	1.0035	1.0031	1.0028	1.0026	1.0023	1.0021	1.0019	1.0017	1.0015
28	1.0041	1.0038	1.0034	1.0031	1.0028	1.0025	1.0023	1.0020	1.0018	1.0016
29	1.0045	1.0041	1.0037	1.0033	1.0030	1.0027	1.0024	1.0022	1.0020	1.0018
30	1.0049	1.0045	1.0040	1.0036	1.0033	1.0029	1.0027	1.0024	1.0021	1.0019
31	1.0054	1.0049	1.0044	1.0040	1.0036	1.0032	1.0029	1.0026	1.0023	1.0021
32	1.0059	1.0054	1.0048	1.0044	1.0039	1.0035	1.0032	1.0028	1.0025	1.0023
33	1.0065	1.0059	1.0053	1.0048	1.0043	1.0039	1.0035	1.0031	1.0028	1.0025
34	1.0072	1.0065	1.0059	1.0053	1.0047	1.0043	1.0038	1.0034	1.0031	1.0027
35	1.0080	1.0072	1.0065	1.0059	1.0053	1.0047	1.0042	1.0038	1.0034	1.0030
36	1.0089	1.0080	1.0072	1.0065	1.0058	1.0052	1.0047	1.0042	1.0037	1.0033
37	1.0099	1.0090	1.0081	1.0072	1.0065	1.0058	1.0052	1.0047	1.0042	1.0037
38	1.0111	1.0100	1.0090	1.0081	1.0073	1.0065	1.0058	1.0052	1.0047	1.0041
39	1.0124	1.0112	1.0101	1.0091	1.0081	1.0073	1.0065	1.0058	1.0052	1.0046
40	1.0139	1.0125	1.0113	1.0102	1.0091	1.0082	1.0073	1.0066	1.0059	1.0052
41	1.0156	1.0141	1.0127	1.0114	1.0103	1.0092	1.0083	1.0074	1.0066	1.0059
42	1.0175	1.0158	1.0143	1.0128	1.0116	1.0104	1.0093	1.0084	1.0075	1.0067
43	1.0196	1.0177	1.0160	1.0144	1.0130	1.0117	1.0105	1.0094	1.0085	1.0076
44	1.0219	1.0199	1.0180	1.0162	1.0146	1.0132	1.0118	1.0106	1.0095	1.0085
45	1.0245	1.0222	1.0201	1.0182	1.0164	1.0148	1.0133	1.0120	1.0107	1.0096
46	1.0273	1.0248	1.0225	1.0203	1.0184	1.0166	1.0149	1.0134	1.0121	1.0108
47	1.0304	1.0276	1.0250	1.0227	1.0205	1.0185	1.0167	1.0150	1.0135	1.0121
48	1.0338	1.0307	1.0279	1.0252	1.0228	1.0206	1.0186	1.0168	1.0151	1.0136
49	1.0375	1.0341	1.0309	1.0280	1.0254	1.0229	1.0207	1.0187	1.0168	1.0151
50	1.0415	1.0378	1.0343	1.0311	1.0282	1.0255	1.0230	1.0207	1.0187	1.0168
51	1.0459	1.0418	1.0380	1.0345	1.0312	1.0282	1.0255	1.0230	1.0207	1.0187
52	1.0508	1.0462	1.0420	1.0381	1.0346	1.0313	1.0283	1.0255	1.0230	1.0207
53	1.0561	1.0511	1.0465	1.0422	1.0382	1.0346	1.0313	1.0282	1.0254	1.0229
54	1.0620	1.0565	1.0514	1.0466	1.0423	1.0383	1.0346	1.0312	1.0282	1.0254
55	1.0685	1.0624	1.0568	1.0516	1.0468	1.0424	1.0383	1.0346	1.0312	1.0281
56	1.0757	1.0690	1.0628	1.0571	1.0518	1.0469	1.0424	1.0383	1.0345	1.0311
57	1.0837	1.0763	1.0695	1.0632	1.0574	1.0520	1.0470	1.0425	1.0383	1.0345
58	1.0926	1.0846	1.0771	1.0701	1.0636	1.0577	1.0522	1.0471	1.0425	1.0383
59	1.1027	1.0938	1.0855	1.0778	1.0707	1.0641	1.0580	1.0524	1.0473	1.0426
60	1.1139	1.1042	1.0950	1.0865	1.0786	1.0714	1.0646	1.0584	1.0528	1.0476
61	1.1266	1.1158	1.1058	1.0964	1.0877	1.0796	1.0721	1.0653	1.0589	1.0532
62	1.1408	1.1289	1.1178	1.1075	1.0978	1.0889	1.0806	1.0730	1.0660	1.0596
63	1.1567	1.1436	1.1314	1.1200	1.1093	1.0994	1.0903	1.0818	1.0740	1.0668
64	1.1744	1.1601	1.1466	1.1340	1.1223	1.1113	1.1011	1.0917	1.0831	1.0751
65	1.1941	1.1784	1.1636	1.1497	1.1367	1.1246	1.1134	1.1029	1.0933	1.0844
66	1.2160	1.1987	1.1825	1.1672	1.1529	1.1395	1.1270	1.1154	1.1047	1.0949
67	1.2399	1.2211	1.2032	1.1864	1.1707	1.1559	1.1421	1.1293	1.1174	1.1065
68	1.2663	1.2457	1.2262	1.2077	1.1904	1.1741	1.1589	1.1448	1.1316	1.1194
69	1.2957	1.2732	1.2518	1.2316	1.2125	1.1946	1.1778	1.1621	1.1476	1.1341
70	1.3285	1.3039	1.2805	1.2583	1.2374	1.2177	1.1992	1.1819	1.1657	1.1507

27

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	80	81	82	83	84	85	86	87	88	89
20	1.0009	1.0008	1.0007	1.0007	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003
21	1.0009	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0004	1.0004	1.0004
22	1.0010	1.0009	1.0008	1.0007	1.0007	1.0006	1.0005	1.0005	1.0004	1.0004
23	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0004	1.0004
24	1.0011	1.0010	1.0009	1.0008	1.0007	1.0007	1.0006	1.0005	1.0005	1.0004
25	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0004
26	1.0013	1.0012	1.0010	1.0009	1.0008	1.0007	1.0007	1.0006	1.0005	1.0005
27	1.0014	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005
28	1.0015	1.0013	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0005
29	1.0016	1.0014	1.0013	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006
30	1.0017	1.0015	1.0014	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006
31	1.0019	1.0017	1.0015	1.0013	1.0012	1.0011	1.0009	1.0008	1.0007	1.0007
32	1.0020	1.0018	1.0016	1.0015	1.0013	1.0012	1.0010	1.0009	1.0008	1.0007
33	1.0022	1.0020	1.0018	1.0016	1.0014	1.0013	1.0011	1.0010	1.0009	1.0008
34	1.0024	1.0022	1.0019	1.0017	1.0015	1.0014	1.0012	1.0011	1.0010	1.0008
35	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015	1.0013	1.0012	1.0010	1.0009
36	1.0030	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015	1.0013	1.0011	1.0010
37	1.0033	1.0029	1.0026	1.0023	1.0021	1.0018	1.0016	1.0014	1.0013	1.0011
38	1.0037	1.0033	1.0029	1.0026	1.0023	1.0020	1.0018	1.0016	1.0014	1.0012
39	1.0041	1.0037	1.0033	1.0029	1.0026	1.0023	1.0020	1.0018	1.0016	1.0014
40	1.0047	1.0041	1.0037	1.0033	1.0029	1.0026	1.0023	1.0020	1.0018	1.0015
41	1.0053	1.0047	1.0042	1.0037	1.0033	1.0029	1.0026	1.0023	1.0020	1.0017
42	1.0060	1.0053	1.0047	1.0042	1.0037	1.0033	1.0029	1.0026	1.0023	1.0020
43	1.0068	1.0060	1.0054	1.0048	1.0042	1.0038	1.0033	1.0029	1.0026	1.0023
44	1.0076	1.0068	1.0061	1.0054	1.0048	1.0043	1.0038	1.0033	1.0029	1.0026
45	1.0086	1.0077	1.0069	1.0061	1.0054	1.0048	1.0043	1.0038	1.0033	1.0029
46	1.0097	1.0087	1.0077	1.0069	1.0062	1.0055	1.0049	1.0043	1.0038	1.0033
47	1.0109	1.0097	1.0087	1.0078	1.0069	1.0062	1.0055	1.0048	1.0043	1.0038
48	1.0122	1.0109	1.0098	1.0087	1.0078	1.0069	1.0061	1.0054	1.0048	1.0043
49	1.0136	1.0122	1.0109	1.0097	1.0087	1.0077	1.0069	1.0061	1.0054	1.0048
50	1.0151	1.0135	1.0121	1.0109	1.0097	1.0086	1.0077	1.0068	1.0060	1.0053
51	1.0168	1.0151	1.0135	1.0121	1.0108	1.0096	1.0086	1.0076	1.0067	1.0060
52	1.0186	1.0167	1.0150	1.0134	1.0120	1.0107	1.0095	1.0085	1.0075	1.0066
53	1.0206	1.0185	1.0166	1.0149	1.0133	1.0119	1.0106	1.0094	1.0083	1.0074
54	1.0228	1.0205	1.0184	1.0165	1.0147	1.0131	1.0117	1.0104	1.0092	1.0082
55	1.0253	1.0227	1.0204	1.0182	1.0163	1.0146	1.0130	1.0115	1.0102	1.0090
56	1.0280	1.0251	1.0226	1.0202	1.0181	1.0161	1.0144	1.0128	1.0113	1.0100
57	1.0310	1.0279	1.0250	1.0224	1.0200	1.0179	1.0159	1.0142	1.0126	1.0111
58	1.0345	1.0310	1.0278	1.0249	1.0223	1.0199	1.0177	1.0157	1.0139	1.0123
59	1.0384	1.0345	1.0309	1.0277	1.0248	1.0221	1.0197	1.0175	1.0155	1.0137
60	1.0428	1.0385	1.0345	1.0310	1.0277	1.0247	1.0220	1.0196	1.0173	1.0153
61	1.0479	1.0431	1.0387	1.0347	1.0310	1.0277	1.0247	1.0219	1.0194	1.0172
62	1.0537	1.0483	1.0434	1.0389	1.0348	1.0311	1.0277	1.0246	1.0219	1.0193
63	1.0603	1.0543	1.0488	1.0438	1.0392	1.0350	1.0312	1.0278	1.0247	1.0218
64	1.0678	1.0611	1.0549	1.0493	1.0442	1.0395	1.0353	1.0314	1.0279	1.0247
65	1.0763	1.0688	1.0619	1.0556	1.0499	1.0447	1.0399	1.0355	1.0316	1.0280
66	1.0858	1.0774	1.0698	1.0628	1.0563	1.0504	1.0451	1.0402	1.0357	1.0317
67	1.0964	1.0871	1.0785	1.0707	1.0635	1.0569	1.0509	1.0454	1.0404	1.0358
68	1.1082	1.0978	1.0883	1.0796	1.0715	1.0641	1.0574	1.0512	1.0456	1.0405
69	1.1216	1.1101	1.0994	1.0897	1.0807	1.0724	1.0648	1.0579	1.0516	1.0458
70	1.1369	1.1240	1.1122	1.1013	1.0912	1.0819	1.0734	1.0657	1.0585	1.0521

28

Table A
Factors to Convert a 50% Joint and Survivor Annuity to a Life Annuity

Supplemental Retirement Plan for Top Management

Equivalent Benefit Payable Under Single Life Annuity Option for Each $1.00 of Life Annuity Otherwise Payable

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	20	21	22	23	24	25	26	27	28	29
20	1.0243	1.0234	1.0226	1.0217	1.0208	1.0200	1.0192	1.0184	1.0176	1.0168
21	1.0262	1.0253	1.0244	1.0234	1.0225	1.0216	1.0208	1.0199	1.0190	1.0182
22	1.0283	1.0273	1.0263	1.0253	1.0244	1.0234	1.0225	1.0216	1.0206	1.0198
23	1.0305	1.0294	1.0284	1.0274	1.0264	1.0253	1.0243	1.0234	1.0224	1.0214
24	1.0328	1.0317	1.0306	1.0296	1.0285	1.0274	1.0264	1.0253	1.0243	1.0233
25	1.0353	1.0342	1.0331	1.0319	1.0308	1.0297	1.0285	1.0274	1.0263	1.0252
26	1.0380	1.0369	1.0357	1.0345	1.0333	1.0321	1.0309	1.0297	1.0285	1.0274
27	1.0409	1.0397	1.0384	1.0372	1.0359	1.0347	1.0334	1.0322	1.0309	1.0297
28	1.0440	1.0427	1.0414	1.0401	1.0388	1.0375	1.0362	1.0348	1.0335	1.0322
29	1.0473	1.0460	1.0446	1.0432	1.0419	1.0405	1.0391	1.0377	1.0363	1.0349
30	1.0508	1.0494	1.0480	1.0466	1.0451	1.0437	1.0422	1.0408	1.0393	1.0379
31	1.0546	1.0531	1.0517	1.0502	1.0487	1.0471	1.0456	1.0441	1.0426	1.0410
32	1.0586	1.0571	1.0555	1.0540	1.0524	1.0508	1.0493	1.0476	1.0460	1.0444
33	1.0628	1.0613	1.0597	1.0581	1.0565	1.0548	1.0531	1.0515	1.0498	1.0481
34	1.0674	1.0658	1.0641	1.0625	1.0608	1.0590	1.0573	1.0556	1.0538	1.0520
35	1.0722	1.0705	1.0689	1.0671	1.0654	1.0636	1.0618	1.0599	1.0581	1.0562
36	1.0773	1.0756	1.0739	1.0721	1.0703	1.0684	1.0665	1.0646	1.0627	1.0608
37	1.0828	1.0811	1.0793	1.0774	1.0755	1.0736	1.0716	1.0697	1.0677	1.0656
38	1.0886	1.0868	1.0850	1.0831	1.0811	1.0791	1.0771	1.0750	1.0730	1.0708
39	1.0949	1.0930	1.0911	1.0891	1.0871	1.0850	1.0829	1.0808	1.0786	1.0764
40	1.1015	1.0995	1.0976	1.0955	1.0935	1.0913	1.0892	1.0870	1.0847	1.0824
41	1.1085	1.1065	1.1045	1.1024	1.1003	1.0981	1.0958	1.0935	1.0912	1.0888
42	1.1160	1.1140	1.1119	1.1097	1.1075	1.1052	1.1029	1.1006	1.0981	1.0957
43	1.1239	1.1218	1.1197	1.1175	1.1152	1.1129	1.1105	1.1080	1.1055	1.1030
44	1.1323	1.1302	1.1280	1.1257	1.1234	1.1210	1.1185	1.1160	1.1134	1.1107
45	1.1412	1.1390	1.1368	1.1344	1.1320	1.1295	1.1270	1.1244	1.1217	1.1190
46	1.1506	1.1484	1.1460	1.1436	1.1412	1.1386	1.1360	1.1333	1.1305	1.1277
47	1.1605	1.1582	1.1558	1.1534	1.1508	1.1482	1.1455	1.1427	1.1399	1.1369
48	1.1710	1.1686	1.1662	1.1637	1.1610	1.1583	1.1556	1.1527	1.1497	1.1467
49	1.1821	1.1796	1.1771	1.1745	1.1718	1.1690	1.1662	1.1632	1.1602	1.1571
50	1.1937	1.1912	1.1887	1.1860	1.1832	1.1804	1.1774	1.1744	1.1712	1.1680
51	1.2061	1.2035	1.2009	1.1981	1.1953	1.1923	1.1893	1.1862	1.1830	1.1796
52	1.2191	1.2165	1.2138	1.2110	1.2080	1.2050	1.2019	1.1987	1.1954	1.1919
53	1.2330	1.2303	1.2275	1.2246	1.2216	1.2185	1.2152	1.2119	1.2085	1.2050
54	1.2476	1.2449	1.2420	1.2390	1.2359	1.2327	1.2294	1.2260	1.2225	1.2188
55	1.2632	1.2604	1.2574	1.2543	1.2512	1.2479	1.2445	1.2410	1.2373	1.2336
56	1.2798	1.2769	1.2738	1.2707	1.2674	1.2640	1.2605	1.2569	1.2532	1.2493
57	1.2975	1.2945	1.2914	1.2881	1.2848	1.2813	1.2777	1.2739	1.2701	1.2661
58	1.3164	1.3133	1.3101	1.3068	1.3033	1.2997	1.2960	1.2922	1.2882	1.2841
59	1.3367	1.3335	1.3302	1.3268	1.3232	1.3195	1.3157	1.3117	1.3076	1.3033
60	1.3585	1.3552	1.3518	1.3483	1.3446	1.3408	1.3368	1.3327	1.3285	1.3241
61	1.3820	1.3786	1.3750	1.3714	1.3676	1.3636	1.3595	1.3553	1.3509	1.3464
62	1.4072	1.4037	1.4000	1.3962	1.3923	1.3882	1.3840	1.3796	1.3751	1.3704
63	1.4343	1.4307	1.4269	1.4230	1.4190	1.4148	1.4104	1.4058	1.4011	1.3963
64	1.4636	1.4598	1.4559	1.4519	1.4477	1.4433	1.4388	1.4341	1.4292	1.4241
65	1.4950	1.4911	1.4871	1.4829	1.4785	1.4740	1.4693	1.4644	1.4593	1.4541
66	1.5287	1.5247	1.5205	1.5161	1.5116	1.5069	1.5020	1.4969	1.4917	1.4862
67	1.5647	1.5605	1.5562	1.5516	1.5469	1.5421	1.5370	1.5317	1.5263	1.5206
68	1.6033	1.5989	1.5944	1.5897	1.5848	1.5798	1.5745	1.5690	1.5634	1.5575
69	1.6450	1.6405	1.6358	1.6309	1.6258	1.6205	1.6150	1.6093	1.6034	1.5973
70	1.6903	1.6856	1.6807	1.6756	1.6703	1.6648	1.6591	1.6531	1.6470	1.6406

29

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	30	31	32	33	34	35	36	37	38	39
20	1.0160	1.0153	1.0146	1.0139	1.0132	1.0126	1.0119	1.0113	1.0107	1.0102
21	1.0174	1.0166	1.0158	1.0151	1.0143	1.0136	1.0130	1.0123	1.0117	1.0110
22	1.0189	1.0180	1.0172	1.0164	1.0156	1.0148	1.0141	1.0134	1.0127	1.0120
23	1.0205	1.0196	1.0187	1.0178	1.0170	1.0161	1.0153	1.0146	1.0138	1.0131
24	1.0223	1.0213	1.0203	1.0194	1.0185	1.0176	1.0167	1.0159	1.0150	1.0143
25	1.0242	1.0231	1.0221	1.0211	1.0201	1.0191	1.0182	1.0173	1.0164	1.0156
26	1.0262	1.0251	1.0240	1.0229	1.0219	1.0208	1.0198	1.0189	1.0179	1.0170
27	1.0285	1.0273	1.0261	1.0250	1.0238	1.0227	1.0216	1.0206	1.0195	1.0185
28	1.0309	1.0297	1.0284	1.0272	1.0259	1.0247	1.0236	1.0224	1.0213	1.0203
29	1.0336	1.0322	1.0309	1.0295	1.0282	1.0270	1.0257	1.0245	1.0233	1.0221
30	1.0364	1.0350	1.0336	1.0321	1.0308	1.0294	1.0280	1.0267	1.0254	1.0242
31	1.0395	1.0380	1.0365	1.0350	1.0335	1.0320	1.0306	1.0292	1.0278	1.0264
32	1.0428	1.0412	1.0396	1.0380	1.0364	1.0349	1.0333	1.0318	1.0303	1.0289
33	1.0464	1.0447	1.0430	1.0413	1.0396	1.0380	1.0363	1.0347	1.0331	1.0316
34	1.0502	1.0484	1.0466	1.0449	1.0431	1.0413	1.0396	1.0378	1.0361	1.0345
35	1.0543	1.0525	1.0506	1.0487	1.0468	1.0449	1.0431	1.0413	1.0394	1.0377
36	1.0588	1.0568	1.0548	1.0528	1.0509	1.0489	1.0469	1.0450	1.0430	1.0411
37	1.0636	1.0615	1.0594	1.0573	1.0552	1.0531	1.0510	1.0490	1.0469	1.0449
38	1.0687	1.0665	1.0643	1.0621	1.0599	1.0577	1.0555	1.0533	1.0511	1.0490
39	1.0742	1.0719	1.0696	1.0673	1.0650	1.0627	1.0603	1.0580	1.0557	1.0534
40	1.0801	1.0777	1.0753	1.0729	1.0705	1.0680	1.0656	1.0631	1.0606	1.0582
41	1.0864	1.0839	1.0814	1.0789	1.0763	1.0738	1.0712	1.0686	1.0660	1.0634
42	1.0931	1.0906	1.0880	1.0853	1.0827	1.0800	1.0772	1.0745	1.0718	1.0690
43	1.1003	1.0977	1.0950	1.0922	1.0894	1.0866	1.0838	1.0809	1.0780	1.0751
44	1.1080	1.1052	1.1024	1.0995	1.0966	1.0937	1.0907	1.0877	1.0847	1.0816
45	1.1161	1.1133	1.1103	1.1074	1.1043	1.1012	1.0981	1.0950	1.0918	1.0886
46	1.1248	1.1218	1.1188	1.1157	1.1125	1.1093	1.1060	1.1027	1.0994	1.0960
47	1.1339	1.1308	1.1277	1.1245	1.1212	1.1178	1.1144	1.1110	1.1075	1.1040
48	1.1436	1.1404	1.1371	1.1338	1.1304	1.1269	1.1234	1.1198	1.1161	1.1124
49	1.1539	1.1506	1.1472	1.1437	1.1402	1.1366	1.1329	1.1291	1.1253	1.1214
50	1.1647	1.1613	1.1578	1.1542	1.1505	1.1468	1.1429	1.1390	1.1351	1.1310
51	1.1762	1.1727	1.1691	1.1654	1.1615	1.1576	1.1537	1.1496	1.1454	1.1412
52	1.1884	1.1848	1.1810	1.1772	1.1732	1.1692	1.1650	1.1608	1.1565	1.1521
53	1.2013	1.1976	1.1937	1.1897	1.1856	1.1815	1.1772	1.1728	1.1683	1.1637
54	1.2151	1.2112	1.2072	1.2031	1.1989	1.1945	1.1901	1.1855	1.1808	1.1761
55	1.2297	1.2257	1.2216	1.2173	1.2129	1.2085	1.2038	1.1991	1.1942	1.1893
56	1.2453	1.2412	1.2369	1.2325	1.2280	1.2233	1.2185	1.2136	1.2086	1.2034
57	1.2620	1.2577	1.2533	1.2487	1.2441	1.2392	1.2343	1.2292	1.2239	1.2186
58	1.2798	1.2754	1.2708	1.2661	1.2613	1.2563	1.2511	1.2459	1.2404	1.2348
59	1.2989	1.2944	1.2897	1.2848	1.2798	1.2746	1.2693	1.2638	1.2581	1.2523
60	1.3195	1.3148	1.3099	1.3049	1.2997	1.2943	1.2888	1.2831	1.2772	1.2712
61	1.3416	1.3368	1.3317	1.3265	1.3211	1.3156	1.3098	1.3039	1.2978	1.2915
62	1.3655	1.3604	1.3552	1.3498	1.3442	1.3384	1.3325	1.3263	1.3200	1.3135
63	1.3912	1.3860	1.3805	1.3749	1.3691	1.3631	1.3569	1.3506	1.3440	1.3372
64	1.4189	1.4134	1.4078	1.4020	1.3960	1.3897	1.3833	1.3767	1.3698	1.3627
65	1.4486	1.4430	1.4372	1.4311	1.4249	1.4184	1.4117	1.4048	1.3976	1.3902
66	1.4806	1.4747	1.4687	1.4624	1.4558	1.4491	1.4421	1.4349	1.4275	1.4198
67	1.5147	1.5086	1.5023	1.4958	1.4890	1.4820	1.4747	1.4672	1.4595	1.4514
68	1.5513	1.5450	1.5384	1.5316	1.5245	1.5172	1.5097	1.5018	1.4938	1.4854
69	1.5909	1.5843	1.5775	1.5703	1.5630	1.5554	1.5475	1.5393	1.5308	1.5221
70	1.6339	1.6270	1.6199	1.6124	1.6048	1.5968	1.5885	1.5800	1.5712	1.5620

30

Equivalent Benefit Payable Under Single Life Annuity Option for Each $1.00 Otherwise Payable

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	40	41	42	43	44	45	46	47	48	49
20	1.0096	1.0091	1.0086	1.0081	1.0076	1.0072	1.0068	1.0064	1.0060	1.0056
21	1.0104	1.0099	1.0093	1.0088	1.0083	1.0078	1.0074	1.0069	1.0065	1.0061
22	1.0114	1.0107	1.0102	1.0096	1.0090	1.0085	1.0080	1.0075	1.0071	1.0066
23	1.0124	1.0117	1.0111	1.0104	1.0098	1.0093	1.0087	1.0082	1.0077	1.0072
24	1.0135	1.0128	1.0121	1.0114	1.0107	1.0101	1.0095	1.0089	1.0084	1.0079
25	1.0147	1.0139	1.0132	1.0124	1.0117	1.0110	1.0104	1.0098	1.0092	1.0086
26	1.0161	1.0152	1.0144	1.0136	1.0128	1.0121	1.0113	1.0107	1.0100	1.0094
27	1.0176	1.0166	1.0157	1.0149	1.0140	1.0132	1.0124	1.0117	1.0110	1.0103
28	1.0192	1.0182	1.0172	1.0163	1.0153	1.0145	1.0136	1.0128	1.0120	1.0113
29	1.0210	1.0199	1.0188	1.0178	1.0168	1.0158	1.0149	1.0140	1.0132	1.0124
30	1.0230	1.0218	1.0206	1.0195	1.0184	1.0174	1.0164	1.0154	1.0145	1.0136
31	1.0251	1.0238	1.0226	1.0214	1.0202	1.0190	1.0180	1.0169	1.0159	1.0149
32	1.0275	1.0261	1.0247	1.0234	1.0221	1.0209	1.0197	1.0186	1.0175	1.0164
33	1.0300	1.0285	1.0271	1.0257	1.0243	1.0229	1.0216	1.0204	1.0192	1.0180
34	1.0328	1.0312	1.0297	1.0281	1.0266	1.0252	1.0238	1.0224	1.0211	1.0198
35	1.0359	1.0342	1.0325	1.0308	1.0292	1.0276	1.0261	1.0247	1.0232	1.0219
36	1.0392	1.0374	1.0356	1.0338	1.0320	1.0304	1.0287	1.0271	1.0256	1.0241
37	1.0429	1.0409	1.0389	1.0370	1.0351	1.0333	1.0315	1.0298	1.0281	1.0265
38	1.0468	1.0447	1.0426	1.0405	1.0385	1.0366	1.0346	1.0328	1.0310	1.0292
39	1.0511	1.0488	1.0466	1.0444	1.0422	1.0401	1.0381	1.0360	1.0341	1.0321
40	1.0558	1.0534	1.0510	1.0486	1.0463	1.0440	1.0418	1.0396	1.0375	1.0354
41	1.0608	1.0583	1.0557	1.0532	1.0507	1.0483	1.0459	1.0435	1.0412	1.0390
42	1.0663	1.0636	1.0609	1.0582	1.0555	1.0529	1.0503	1.0478	1.0453	1.0429
43	1.0722	1.0693	1.0664	1.0636	1.0608	1.0580	1.0552	1.0525	1.0498	1.0472
44	1.0786	1.0755	1.0724	1.0694	1.0664	1.0634	1.0604	1.0575	1.0547	1.0519
45	1.0854	1.0821	1.0789	1.0757	1.0725	1.0693	1.0661	1.0630	1.0599	1.0569
46	1.0926	1.0892	1.0858	1.0824	1.0790	1.0756	1.0722	1.0689	1.0656	1.0624
47	1.1004	1.0968	1.0932	1.0896	1.0860	1.0824	1.0788	1.0752	1.0717	1.0682
48	1.1087	1.1049	1.1011	1.0973	1.0935	1.0896	1.0858	1.0821	1.0783	1.0746
49	1.1175	1.1135	1.1095	1.1055	1.1015	1.0974	1.0934	1.0894	1.0854	1.0814
50	1.1269	1.1227	1.1185	1.1143	1.1101	1.1058	1.1015	1.0972	1.0930	1.0888
51	1.1369	1.1326	1.1282	1.1237	1.1192	1.1147	1.1102	1.1057	1.1012	1.0967
52	1.1476	1.1431	1.1384	1.1338	1.1291	1.1243	1.1195	1.1148	1.1100	1.1052
53	1.1590	1.1543	1.1494	1.1445	1.1396	1.1346	1.1296	1.1245	1.1194	1.1144
54	1.1712	1.1662	1.1612	1.1560	1.1509	1.1456	1.1403	1.1350	1.1296	1.1242
55	1.1842	1.1790	1.1737	1.1684	1.1629	1.1574	1.1518	1.1462	1.1406	1.1349
56	1.1981	1.1927	1.1872	1.1816	1.1759	1.1701	1.1643	1.1584	1.1524	1.1464
57	1.2131	1.2074	1.2017	1.1958	1.1899	1.1838	1.1777	1.1714	1.1652	1.1588
58	1.2291	1.2232	1.2173	1.2111	1.2049	1.1985	1.1921	1.1856	1.1789	1.1723
59	1.2464	1.2403	1.2340	1.2276	1.2211	1.2145	1.2077	1.2008	1.1939	1.1868
60	1.2650	1.2586	1.2521	1.2454	1.2386	1.2317	1.2246	1.2174	1.2101	1.2027
61	1.2851	1.2785	1.2717	1.2647	1.2576	1.2503	1.2429	1.2353	1.2276	1.2198
62	1.3068	1.2999	1.2928	1.2855	1.2781	1.2704	1.2627	1.2547	1.2467	1.2385
63	1.3302	1.3230	1.3156	1.3080	1.3002	1.2923	1.2841	1.2758	1.2673	1.2587
64	1.3554	1.3479	1.3402	1.3323	1.3242	1.3158	1.3073	1.2986	1.2897	1.2806
65	1.3827	1.3748	1.3668	1.3585	1.3500	1.3413	1.3323	1.3232	1.3139	1.3043
66	1.4119	1.4037	1.3953	1.3867	1.3778	1.3686	1.3593	1.3497	1.3399	1.3299
67	1.4432	1.4346	1.4259	1.4168	1.4075	1.3980	1.3882	1.3781	1.3678	1.3573
68	1.4768	1.4678	1.4587	1.4492	1.4395	1.4295	1.4192	1.4087	1.3979	1.3868
69	1.5131	1.5038	1.4942	1.4843	1.4741	1.4636	1.4528	1.4418	1.4304	1.4188
70	1.5526	1.5429	1.5328	1.5224	1.5117	1.5008	1.4895	1.4778	1.4659	1.4537

31

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	50	51	52	53	54	55	56	57	58	59
20	1.0053	1.0050	1.0046	1.0043	1.0041	1.0038	1.0035	1.0033	1.0031	1.0029
21	1.0057	1.0054	1.0050	1.0047	1.0044	1.0041	1.0038	1.0036	1.0033	1.0031
22	1.0062	1.0058	1.0054	1.0051	1.0048	1.0044	1.0041	1.0038	1.0036	1.0033
23	1.0068	1.0063	1.0059	1.0055	1.0052	1.0048	1.0045	1.0042	1.0039	1.0036
24	1.0074	1.0069	1.0064	1.0060	1.0056	1.0052	1.0049	1.0045	1.0042	1.0039
25	1.0080	1.0075	1.0070	1.0066	1.0061	1.0057	1.0053	1.0049	1.0045	1.0042
26	1.0088	1.0082	1.0077	1.0072	1.0067	1.0062	1.0058	1.0054	1.0050	1.0046
27	1.0096	1.0090	1.0084	1.0078	1.0073	1.0068	1.0063	1.0058	1.0054	1.0050
28	1.0105	1.0099	1.0092	1.0086	1.0080	1.0074	1.0069	1.0064	1.0059	1.0055
29	1.0116	1.0108	1.0101	1.0094	1.0088	1.0082	1.0076	1.0070	1.0065	1.0060
30	1.0127	1.0119	1.0111	1.0104	1.0097	1.0090	1.0083	1.0077	1.0072	1.0066
31	1.0140	1.0131	1.0122	1.0114	1.0106	1.0099	1.0092	1.0085	1.0079	1.0073
32	1.0154	1.0144	1.0135	1.0126	1.0117	1.0109	1.0101	1.0094	1.0087	1.0080
33	1.0169	1.0158	1.0148	1.0138	1.0129	1.0120	1.0112	1.0104	1.0096	1.0089
34	1.0186	1.0175	1.0163	1.0153	1.0142	1.0133	1.0123	1.0114	1.0106	1.0098
35	1.0205	1.0193	1.0180	1.0169	1.0157	1.0147	1.0136	1.0126	1.0117	1.0108
36	1.0226	1.0212	1.0199	1.0186	1.0174	1.0162	1.0151	1.0140	1.0130	1.0120
37	1.0249	1.0234	1.0220	1.0206	1.0192	1.0179	1.0167	1.0155	1.0144	1.0133
38	1.0275	1.0258	1.0242	1.0227	1.0212	1.0198	1.0185	1.0172	1.0159	1.0148
39	1.0303	1.0285	1.0268	1.0251	1.0235	1.0219	1.0205	1.0190	1.0177	1.0164
40	1.0334	1.0314	1.0296	1.0277	1.0260	1.0243	1.0227	1.0211	1.0196	1.0182
41	1.0368	1.0347	1.0326	1.0307	1.0287	1.0269	1.0251	1.0234	1.0218	1.0202
42	1.0406	1.0383	1.0360	1.0339	1.0318	1.0298	1.0278	1.0260	1.0242	1.0225
43	1.0446	1.0422	1.0397	1.0374	1.0351	1.0329	1.0308	1.0288	1.0268	1.0250
44	1.0491	1.0464	1.0438	1.0413	1.0388	1.0364	1.0341	1.0319	1.0297	1.0277
45	1.0539	1.0510	1.0482	1.0454	1.0428	1.0402	1.0376	1.0352	1.0329	1.0306
46	1.0592	1.0560	1.0530	1.0500	1.0471	1.0443	1.0415	1.0389	1.0363	1.0339
47	1.0648	1.0615	1.0582	1.0549	1.0518	1.0487	1.0458	1.0429	1.0401	1.0374
48	1.0709	1.0673	1.0638	1.0603	1.0569	1.0536	1.0503	1.0472	1.0442	1.0413
49	1.0775	1.0736	1.0698	1.0661	1.0624	1.0588	1.0553	1.0519	1.0487	1.0455
50	1.0846	1.0804	1.0763	1.0723	1.0684	1.0645	1.0607	1.0571	1.0535	1.0501
51	1.0922	1.0878	1.0834	1.0791	1.0748	1.0707	1.0666	1.0626	1.0588	1.0550
52	1.1004	1.0957	1.0910	1.0864	1.0818	1.0774	1.0730	1.0687	1.0645	1.0604
53	1.1093	1.1043	1.0993	1.0943	1.0894	1.0846	1.0799	1.0753	1.0707	1.0663
54	1.1189	1.1135	1.1082	1.1029	1.0977	1.0925	1.0874	1.0824	1.0776	1.0728
55	1.1292	1.1235	1.1178	1.1122	1.1066	1.1011	1.0956	1.0902	1.0850	1.0798
56	1.1404	1.1343	1.1283	1.1223	1.1163	1.1104	1.1045	1.0988	1.0931	1.0876
57	1.1524	1.1461	1.1397	1.1333	1.1269	1.1206	1.1143	1.1081	1.1020	1.0960
58	1.1655	1.1588	1.1520	1.1452	1.1384	1.1317	1.1249	1.1183	1.1118	1.1053
59	1.1797	1.1726	1.1654	1.1582	1.1510	1.1438	1.1366	1.1295	1.1225	1.1155
60	1.1952	1.1876	1.1800	1.1723	1.1647	1.1570	1.1494	1.1418	1.1342	1.1268
61	1.2119	1.2040	1.1959	1.1878	1.1796	1.1715	1.1633	1.1552	1.1471	1.1392
62	1.2302	1.2217	1.2132	1.2046	1.1960	1.1873	1.1786	1.1699	1.1613	1.1528
63	1.2499	1.2411	1.2321	1.2230	1.2138	1.2046	1.1953	1.1861	1.1769	1.1677
64	1.2714	1.2620	1.2525	1.2429	1.2332	1.2234	1.2136	1.2037	1.1939	1.1841
65	1.2946	1.2848	1.2747	1.2646	1.2543	1.2439	1.2334	1.2229	1.2124	1.2019
66	1.3197	1.3093	1.2987	1.2880	1.2771	1.2661	1.2550	1.2438	1.2326	1.2214
67	1.3466	1.3356	1.3245	1.3131	1.3016	1.2900	1.2782	1.2663	1.2544	1.2424
68	1.3755	1.3640	1.3522	1.3403	1.3281	1.3158	1.3033	1.2907	1.2780	1.2653
69	1.4069	1.3948	1.3824	1.3698	1.3569	1.3439	1.3306	1.3173	1.3038	1.2902
70	1.4412	1.4284	1.4154	1.4020	1.3884	1.3746	1.3606	1.3464	1.3320	1.3176

32

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	60	61	62	63	64	65	66	67	68	69
20	1.0027	1.0025	1.0023	1.0021	1.0020	1.0018	1.0017	1.0015	1.0014	1.0013
21	1.0029	1.0026	1.0024	1.0023	1.0021	1.0019	1.0018	1.0016	1.0015	1.0014
22	1.0031	1.0028	1.0026	1.0024	1.0022	1.0021	1.0019	1.0017	1.0016	1.0015
23	1.0033	1.0031	1.0028	1.0026	1.0024	1.0022	1.0020	1.0019	1.0017	1.0016
24	1.0036	1.0033	1.0031	1.0028	1.0026	1.0024	1.0022	1.0020	1.0018	1.0017
25	1.0039	1.0036	1.0033	1.0031	1.0028	1.0026	1.0024	1.0022	1.0020	1.0018
26	1.0042	1.0039	1.0036	1.0033	1.0030	1.0028	1.0026	1.0023	1.0021	1.0019
27	1.0046	1.0043	1.0039	1.0036	1.0033	1.0030	1.0028	1.0025	1.0023	1.0021
28	1.0051	1.0047	1.0043	1.0039	1.0036	1.0033	1.0030	1.0028	1.0025	1.0023
29	1.0055	1.0051	1.0047	1.0043	1.0040	1.0036	1.0033	1.0030	1.0027	1.0025
30	1.0061	1.0056	1.0052	1.0047	1.0043	1.0040	1.0036	1.0033	1.0030	1.0027
31	1.0067	1.0062	1.0057	1.0052	1.0048	1.0044	1.0040	1.0036	1.0033	1.0030
32	1.0074	1.0068	1.0063	1.0057	1.0053	1.0048	1.0044	1.0040	1.0036	1.0033
33	1.0082	1.0075	1.0069	1.0063	1.0058	1.0053	1.0048	1.0044	1.0040	1.0036
34	1.0090	1.0083	1.0077	1.0070	1.0064	1.0059	1.0054	1.0049	1.0044	1.0040
35	1.0100	1.0092	1.0085	1.0078	1.0071	1.0065	1.0059	1.0054	1.0049	1.0044
36	1.0111	1.0102	1.0094	1.0086	1.0079	1.0072	1.0066	1.0060	1.0055	1.0049
37	1.0123	1.0113	1.0104	1.0096	1.0088	1.0080	1.0073	1.0067	1.0061	1.0055
38	1.0137	1.0126	1.0116	1.0107	1.0098	1.0090	1.0082	1.0074	1.0068	1.0061
39	1.0152	1.0140	1.0129	1.0119	1.0109	1.0100	1.0091	1.0083	1.0076	1.0068
40	1.0169	1.0156	1.0144	1.0132	1.0122	1.0111	1.0102	1.0093	1.0084	1.0077
41	1.0188	1.0173	1.0160	1.0148	1.0136	1.0124	1.0114	1.0104	1.0095	1.0086
42	1.0209	1.0193	1.0178	1.0164	1.0151	1.0139	1.0127	1.0116	1.0106	1.0096
43	1.0232	1.0215	1.0199	1.0183	1.0169	1.0155	1.0142	1.0130	1.0119	1.0108
44	1.0257	1.0239	1.0221	1.0204	1.0188	1.0173	1.0159	1.0145	1.0132	1.0121
45	1.0285	1.0265	1.0245	1.0227	1.0209	1.0192	1.0177	1.0162	1.0148	1.0135
46	1.0316	1.0293	1.0272	1.0251	1.0232	1.0214	1.0196	1.0180	1.0165	1.0150
47	1.0349	1.0324	1.0301	1.0278	1.0257	1.0237	1.0218	1.0200	1.0183	1.0167
48	1.0385	1.0358	1.0332	1.0308	1.0285	1.0263	1.0242	1.0222	1.0203	1.0185
49	1.0424	1.0395	1.0367	1.0340	1.0315	1.0290	1.0267	1.0246	1.0225	1.0206
50	1.0467	1.0435	1.0405	1.0375	1.0347	1.0321	1.0296	1.0272	1.0249	1.0228
51	1.0514	1.0479	1.0446	1.0414	1.0383	1.0354	1.0326	1.0300	1.0275	1.0252
52	1.0565	1.0527	1.0491	1.0456	1.0422	1.0391	1.0360	1.0331	1.0304	1.0278
53	1.0621	1.0580	1.0540	1.0502	1.0465	1.0430	1.0397	1.0366	1.0336	1.0307
54	1.0682	1.0637	1.0594	1.0552	1.0513	1.0474	1.0438	1.0403	1.0370	1.0339
55	1.0749	1.0700	1.0653	1.0608	1.0564	1.0523	1.0483	1.0445	1.0409	1.0375
56	1.0822	1.0769	1.0718	1.0669	1.0622	1.0576	1.0533	1.0491	1.0451	1.0414
57	1.0902	1.0845	1.0790	1.0736	1.0685	1.0635	1.0588	1.0542	1.0499	1.0457
58	1.0990	1.0929	1.0869	1.0811	1.0755	1.0701	1.0649	1.0599	1.0551	1.0506
59	1.1088	1.1021	1.0956	1.0893	1.0832	1.0774	1.0717	1.0662	1.0610	1.0561
60	1.1195	1.1123	1.1053	1.0985	1.0919	1.0854	1.0793	1.0733	1.0676	1.0622
61	1.1313	1.1236	1.1160	1.1086	1.1014	1.0944	1.0877	1.0812	1.0750	1.0690
62	1.1443	1.1360	1.1278	1.1198	1.1120	1.1045	1.0971	1.0900	1.0832	1.0766
63	1.1586	1.1497	1.1408	1.1322	1.1238	1.1156	1.1076	1.0998	1.0924	1.0852
64	1.1743	1.1647	1.1552	1.1459	1.1367	1.1278	1.1192	1.1107	1.1026	1.0947
65	1.1915	1.1812	1.1710	1.1609	1.1510	1.1414	1.1320	1.1228	1.1139	1.1053
66	1.2102	1.1991	1.1882	1.1773	1.1667	1.1562	1.1460	1.1361	1.1264	1.1170
67	1.2305	1.2186	1.2068	1.1952	1.1837	1.1724	1.1614	1.1506	1.1400	1.1298
68	1.2525	1.2398	1.2272	1.2147	1.2023	1.1901	1.1782	1.1665	1.1550	1.1439
69	1.2766	1.2630	1.2495	1.2361	1.2228	1.2097	1.1967	1.1841	1.1716	1.1595
70	1.3031	1.2886	1.2741	1.2597	1.2454	1.2313	1.2173	1.2036	1.1901	1.1770

33

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	70	71	72	73	74	75	76	77	78	79
20	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0007	1.0006	1.0006	1.0005
21	1.0013	1.0011	1.0010	1.0009	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005
22	1.0013	1.0012	1.0011	1.0010	1.0009	1.0008	1.0008	1.0007	1.0006	1.0006
23	1.0014	1.0013	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0007	1.0006
24	1.0015	1.0014	1.0013	1.0011	1.0010	1.0009	1.0008	1.0008	1.0007	1.0006
25	1.0016	1.0015	1.0014	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0007
26	1.0018	1.0016	1.0015	1.0013	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007
27	1.0019	1.0017	1.0016	1.0014	1.0013	1.0012	1.0010	1.0009	1.0008	1.0008
28	1.0021	1.0019	1.0017	1.0015	1.0014	1.0013	1.0011	1.0010	1.0009	1.0008
29	1.0023	1.0020	1.0018	1.0017	1.0015	1.0014	1.0012	1.0011	1.0010	1.0009
30	1.0025	1.0022	1.0020	1.0018	1.0016	1.0015	1.0013	1.0012	1.0011	1.0010
31	1.0027	1.0024	1.0022	1.0020	1.0018	1.0016	1.0014	1.0013	1.0012	1.0010
32	1.0030	1.0027	1.0024	1.0022	1.0020	1.0018	1.0016	1.0014	1.0013	1.0011
33	1.0033	1.0030	1.0027	1.0024	1.0022	1.0019	1.0017	1.0016	1.0014	1.0012
34	1.0036	1.0033	1.0029	1.0026	1.0024	1.0021	1.0019	1.0017	1.0015	1.0014
35	1.0040	1.0036	1.0033	1.0029	1.0026	1.0024	1.0021	1.0019	1.0017	1.0015
36	1.0045	1.0040	1.0036	1.0033	1.0029	1.0026	1.0023	1.0021	1.0019	1.0017
37	1.0050	1.0045	1.0040	1.0036	1.0032	1.0029	1.0026	1.0023	1.0021	1.0019
38	1.0055	1.0050	1.0045	1.0040	1.0036	1.0033	1.0029	1.0026	1.0023	1.0021
39	1.0062	1.0056	1.0050	1.0045	1.0041	1.0036	1.0033	1.0029	1.0026	1.0023
40	1.0069	1.0063	1.0056	1.0051	1.0046	1.0041	1.0037	1.0033	1.0029	1.0026
41	1.0078	1.0070	1.0063	1.0057	1.0051	1.0046	1.0041	1.0037	1.0033	1.0030
42	1.0087	1.0079	1.0071	1.0064	1.0058	1.0052	1.0047	1.0042	1.0037	1.0033
43	1.0098	1.0089	1.0080	1.0072	1.0065	1.0059	1.0053	1.0047	1.0042	1.0038
44	1.0110	1.0099	1.0090	1.0081	1.0073	1.0066	1.0059	1.0053	1.0048	1.0043
45	1.0122	1.0111	1.0101	1.0091	1.0082	1.0074	1.0067	1.0060	1.0054	1.0048
46	1.0137	1.0124	1.0112	1.0102	1.0092	1.0083	1.0075	1.0067	1.0060	1.0054
47	1.0152	1.0138	1.0125	1.0113	1.0103	1.0093	1.0083	1.0075	1.0068	1.0061
48	1.0169	1.0154	1.0139	1.0126	1.0114	1.0103	1.0093	1.0084	1.0075	1.0068
49	1.0187	1.0170	1.0155	1.0140	1.0127	1.0115	1.0104	1.0093	1.0084	1.0076
50	1.0208	1.0189	1.0172	1.0156	1.0141	1.0127	1.0115	1.0104	1.0093	1.0084
51	1.0230	1.0209	1.0190	1.0172	1.0156	1.0141	1.0128	1.0115	1.0104	1.0093
52	1.0254	1.0231	1.0210	1.0191	1.0173	1.0156	1.0141	1.0128	1.0115	1.0103
53	1.0280	1.0255	1.0232	1.0211	1.0191	1.0173	1.0156	1.0141	1.0127	1.0115
54	1.0310	1.0282	1.0257	1.0233	1.0211	1.0191	1.0173	1.0156	1.0141	1.0127
55	1.0342	1.0312	1.0284	1.0258	1.0234	1.0212	1.0192	1.0173	1.0156	1.0140
56	1.0378	1.0345	1.0314	1.0285	1.0259	1.0234	1.0212	1.0191	1.0173	1.0156
57	1.0418	1.0382	1.0348	1.0316	1.0287	1.0260	1.0235	1.0212	1.0191	1.0172
58	1.0463	1.0423	1.0385	1.0350	1.0318	1.0288	1.0261	1.0236	1.0213	1.0192
59	1.0513	1.0469	1.0428	1.0389	1.0353	1.0320	1.0290	1.0262	1.0237	1.0213
60	1.0570	1.0521	1.0475	1.0433	1.0393	1.0357	1.0323	1.0292	1.0264	1.0238
61	1.0633	1.0579	1.0529	1.0482	1.0438	1.0398	1.0361	1.0326	1.0295	1.0266
62	1.0704	1.0645	1.0589	1.0537	1.0489	1.0445	1.0403	1.0365	1.0330	1.0298
63	1.0783	1.0718	1.0657	1.0600	1.0547	1.0497	1.0451	1.0409	1.0370	1.0334
64	1.0872	1.0801	1.0733	1.0670	1.0611	1.0557	1.0506	1.0459	1.0415	1.0375
65	1.0971	1.0892	1.0818	1.0749	1.0684	1.0623	1.0567	1.0515	1.0466	1.0422
66	1.1080	1.0994	1.0912	1.0836	1.0764	1.0697	1.0635	1.0577	1.0524	1.0474
67	1.1200	1.1105	1.1016	1.0932	1.0853	1.0780	1.0711	1.0647	1.0587	1.0532
68	1.1332	1.1229	1.1131	1.1039	1.0952	1.0871	1.0795	1.0724	1.0658	1.0597
69	1.1478	1.1366	1.1259	1.1158	1.1062	1.0973	1.0889	1.0811	1.0738	1.0670
70	1.1642	1.1520	1.1402	1.1292	1.1187	1.1088	1.0996	1.0909	1.0829	1.0754

34

EMPLOYEE’S	BENEFICIARY’S AGE
AGE	80	81	82	83	84	85	86	87	88	89
20	1.0004	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002	1.0002	1.0002
21	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002	1.0002	1.0002
22	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002	1.0002
23	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002	1.0002
24	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002
25	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002	1.0002
26	1.0006	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003	1.0002
27	1.0007	1.0006	1.0006	1.0005	1.0004	1.0004	1.0004	1.0003	1.0003	1.0002
28	1.0007	1.0007	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003	1.0003
29	1.0008	1.0007	1.0006	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003	1.0003
30	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0004	1.0004	1.0003	1.0003
31	1.0009	1.0008	1.0007	1.0007	1.0006	1.0005	1.0005	1.0004	1.0004	1.0003
32	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0005	1.0004	1.0004
33	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005	1.0004	1.0004
34	1.0012	1.0011	1.0010	1.0009	1.0008	1.0007	1.0006	1.0005	1.0005	1.0004
35	1.0013	1.0012	1.0011	1.0010	1.0008	1.0008	1.0007	1.0006	1.0005	1.0005
36	1.0015	1.0013	1.0012	1.0011	1.0009	1.0008	1.0007	1.0006	1.0006	1.0005
37	1.0017	1.0015	1.0013	1.0012	1.0010	1.0009	1.0008	1.0007	1.0006	1.0006
38	1.0018	1.0016	1.0015	1.0013	1.0012	1.0010	1.0009	1.0008	1.0007	1.0006
39	1.0021	1.0018	1.0016	1.0015	1.0013	1.0011	1.0010	1.0009	1.0008	1.0007
40	1.0023	1.0021	1.0018	1.0016	1.0015	1.0013	1.0011	1.0010	1.0009	1.0008
41	1.0026	1.0023	1.0021	1.0019	1.0016	1.0015	1.0013	1.0011	1.0010	1.0009
42	1.0030	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015	1.0013	1.0011	1.0010
43	1.0034	1.0030	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015	1.0013	1.0011
44	1.0038	1.0034	1.0030	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015	1.0013
45	1.0043	1.0039	1.0034	1.0031	1.0027	1.0024	1.0021	1.0019	1.0017	1.0015
46	1.0048	1.0043	1.0039	1.0035	1.0031	1.0027	1.0024	1.0021	1.0019	1.0017
47	1.0054	1.0049	1.0044	1.0039	1.0035	1.0031	1.0027	1.0024	1.0021	1.0019
48	1.0061	1.0055	1.0049	1.0044	1.0039	1.0035	1.0031	1.0027	1.0024	1.0021
49	1.0068	1.0061	1.0054	1.0049	1.0043	1.0039	1.0034	1.0031	1.0027	1.0024
50	1.0076	1.0068	1.0061	1.0054	1.0049	1.0043	1.0038	1.0034	1.0030	1.0027
51	1.0084	1.0075	1.0067	1.0060	1.0054	1.0048	1.0043	1.0038	1.0034	1.0030
52	1.0093	1.0084	1.0075	1.0067	1.0060	1.0053	1.0048	1.0042	1.0037	1.0033
53	1.0103	1.0093	1.0083	1.0074	1.0066	1.0059	1.0053	1.0047	1.0042	1.0037
54	1.0114	1.0102	1.0092	1.0082	1.0074	1.0066	1.0059	1.0052	1.0046	1.0041
55	1.0126	1.0113	1.0102	1.0091	1.0082	1.0073	1.0065	1.0058	1.0051	1.0045
56	1.0140	1.0126	1.0113	1.0101	1.0090	1.0081	1.0072	1.0064	1.0057	1.0050
57	1.0155	1.0139	1.0125	1.0112	1.0100	1.0089	1.0080	1.0071	1.0063	1.0056
58	1.0172	1.0155	1.0139	1.0124	1.0111	1.0099	1.0088	1.0079	1.0070	1.0062
59	1.0192	1.0172	1.0155	1.0139	1.0124	1.0111	1.0099	1.0088	1.0078	1.0069
60	1.0214	1.0192	1.0173	1.0155	1.0138	1.0124	1.0110	1.0098	1.0087	1.0077
61	1.0239	1.0215	1.0193	1.0173	1.0155	1.0138	1.0123	1.0110	1.0097	1.0086
62	1.0268	1.0241	1.0217	1.0195	1.0174	1.0155	1.0139	1.0123	1.0109	1.0097
63	1.0301	1.0271	1.0244	1.0219	1.0196	1.0175	1.0156	1.0139	1.0123	1.0109
64	1.0339	1.0305	1.0275	1.0247	1.0221	1.0198	1.0176	1.0157	1.0139	1.0123
65	1.0381	1.0344	1.0310	1.0278	1.0250	1.0223	1.0199	1.0178	1.0158	1.0140
66	1.0429	1.0387	1.0349	1.0314	1.0282	1.0252	1.0225	1.0201	1.0179	1.0158
67	1.0482	1.0435	1.0393	1.0353	1.0317	1.0284	1.0254	1.0227	1.0202	1.0179
68	1.0541	1.0489	1.0442	1.0398	1.0358	1.0321	1.0287	1.0256	1.0228	1.0202
69	1.0608	1.0550	1.0497	1.0448	1.0403	1.0362	1.0324	1.0289	1.0258	1.0229
70	1.0684	1.0620	1.0561	1.0506	1.0456	1.0410	1.0367	1.0328	1.0293	1.0260

35

EX-10.6

Exhibit 10.6

ASSIGNMENT AND ASSUMPTION OF
AND AMENDMENT TO EMPLOYMENT AGREEMENT

This Assignment and Assumption of and Amendment to Employment Agreement (this “Assignment Agreement”) is made and entered into as of            , 2015, by and between SPX Corporation, a Delaware Corporation (“SPX”), SPX FLOW, Inc., a Delaware Corporation (“SPX FLOW”), and                           , an individual (the “Executive”).

WHEREAS, SPX and the Executive entered into that certain Employment Agreement dated as of            , [and as amended by letter agreement dated            ] (the “Original Employment Agreement”);

WHEREAS, SPX and SPX FLOW entered into that certain Separation and Distribution Agreement, dated as of             (the “Separation Agreement”), which provides for a separation of SPX into two separate, publicly traded companies, SPX and SPX FLOW, as of that date defined in the Separation Agreement (the “Distribution Date”);

WHEREAS, as part of the Separation Agreement, SPX and SPX FLOW entered into that certain Employee Matters Agreement, dated as of              (the “EMA”), which provides that SPX will assign, and SPX FLOW will assume, the Original Employment Agreement;

WHEREAS, SPX desires to assign to SPX FLOW all right, title and interest of SPX in and to the Original Employment Agreement, SPX FLOW desires to assume all of the obligations of SPX under the Original Employment Agreement, and the Executive desires to consent to such assignment and assumption of the Original Employment Agreement;

WHEREAS, SPX is simultaneously assigning, and SPX FLOW is simultaneously assuming, that certain Change of Control Agreement entered into between SPX and the Executive, dated as of            , and referenced in the Original Employment Agreement, as of the Distribution Date; and

WHEREAS, SPX FLOW and the Executive desire to amend the Original Employment Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements of the respective parties and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ASSIGNMENT AND ASSUMPTION

1.Assignment of Original Employment Agreement.  As of the Distribution Date, SPX does hereby assign, transfer, grant, convey and deliver to SPX FLOW all of SPX’s right, title and interest of SPX in and to the Original Employment Agreement, subject to the terms, conditions, reservations and limitations set forth in this Assignment Agreement.

2.Assumption of Original Employment Agreement.  From and after the Distribution Date, SPX FLOW hereby (i) expressly accepts and assumes all of SPX’s right, title and

interest in and to the Original Employment Agreement, subject to the terms, conditions, reservations and limitations set forth in this Assignment Agreement, and (ii) assumes, accepts and agrees to pay, perform and discharge all of the covenants, conditions, obligations and liabilities of SPX under the Original Employment Agreement.

3.Consent of Executive to Assignment and Assumption of Original Employment Agreement.  Executive hereby acknowledges, recognizes and consents to the foregoing assignment and assumption of Original Employment Agreement.

AMENDMENT

SPX FLOW and the Executive hereby amend the Original Employment Agreement, effective as of the Distribution Date, as follows:

4.References in Original Employment Agreement to SPX Corporation or Company.  References to “SPX Corporation” or the “Company” in the Original Employment Agreement shall be deemed to refer to “SPX FLOW, Inc.” as a result of this Assignment Agreement.

5.References in Original Employment Agreement to SPX Plans or Programs.  References in the Original Employment Agreement to plans or programs sponsored by SPX shall be deemed to refer to the plan or program of the same type sponsored by SPX FLOW, including, but not limited to, references to the “SPX Corporation Stock Compensation Plan” in the Original Employment Agreement, which shall be deemed to refer to the “SPX FLOW Stock Compensation Plan” as a result of this Assignment Agreement.

6.References in Original Employment Agreement to Individual Account Retirement Plan or Pension Plan.  Notwithstanding the foregoing, references to the “Individual Account Retirement Plan” or “pension plan” in the Original Employment Agreement shall not be deemed to refer to a plan or program of the same type sponsored by SPX FLOW, and such references shall be deleted in their entirety in view of the fact that SPX FLOW does not sponsor a similar qualified defined benefit pension plan; provided, however, that the parenthetical of Section 5 of the Original Employment Agreement providing “(together with interest at the interest credit rate provided in the SPX Corporation Individual Account Retirement Plan)” shall be unchanged.  For avoidance of doubt, SPX FLOW shall have no obligation to provide a qualified defined benefit pension plan such as the SPX US Pension Plan (or corresponding non-qualified plan such as the SPX Corporation Supplemental Individual Account Retirement Plan) to Executive and the failure to provide such plans shall not constitute “Good Reason” under the Original Employment Agreement.

7.Retiree Medical.  SPX FLOW shall have no obligation to provide retiree medical benefits of any kind to Executive and the failure to offer retiree medical shall not constitute “Good Reason” under the Original Employment Agreement. Due to SPX FLOW not maintaining any retiree medical benefit plans for its employees, Section 4(g) of the Original Employment Agreement shall be replaced in its entirety as follows:

“(g)         Annual Reimbursements of Post-Retirement Medical Coverage

(i)Upon retirement (or following the termination of any health care continuation coverage provided under the Change of Control Agreement, if later), if the Executive (i) is at least age 55, (ii) has a minimum of five (5) years of continuous service, and (iii) has a sum of age and continuous service that totals 65 or greater, then the Executive shall be entitled to an annual reimbursement from the Company upon proof of medical and/or prescription drug coverage and premium cost under an individual policy or other group policy for himself and his spouse or dependents eligible at the time of retirement.  Such premium reimbursement is subject to a maximum total annual reimbursement, based on his age during the year of reimbursement, of one and one-half times the applicable annual premium of the applicable retiree medical plan sponsored by SPX on or before the Distribution Date.  The applicable annual premium is subject to an annual inflation adjustment as determined by the Company, with a maximum annual inflation adjustment of five (5) percent.  For certainty purposes, the applicable annual premium for the pre-65 retiree medical plan coverage and post-65 retiree medical plan coverage described in the foregoing sentences for the calendar year 2015 is as set below.

2015 Pre-65 Coverage Annual Premium Rate		2015 Post-65 Coverage Annual Premium Rate
Individual:	[·]	[·]
Family:	[·]	[·]

(ii)The annual reimbursement to the Executive provided under this Section 4(g) will last until                   .

(iii)Upon the death of the Executive, an eligible surviving spouse will continue to receive reimbursement as provided in this Section 4(g), which will continue until                   .  Surviving dependent children will not receive premium reimbursement beyond any applicable COBRA continuation period.

(iv)All or a portion of the annual reimbursement provided in this Section 4(g) may be taxable.  The reimbursement shall occur annually (or on such other periodic basis as agreed to by the Executive and the Company) in accordance with procedures reasonably set by the Company.  The reimbursement will comply with Code Section 409A.

(v)For the avoidance of doubt, the Executive acknowledges and agrees that he is not eligible for any SPX sponsored retiree medical program.”

8.Notice.  The contact information in the “Notice” section of the Original Employment Agreement shall be replaced as follows:

SPX FLOW, Inc.
13320 Ballantyne Corporate Place
Charlotte, NC  28277
Attention: General Counsel

MISCELLANEOUS

9.Separation from Service.  For clarity, the parties agree that the transaction contemplated by the Separation Agreement will not result in a termination or separation from service under the Original Employment Agreement.

10.Counterparts.  The parties may execute this Assignment Agreement in one or more counterparts, all of which together shall constitute but one Assignment Agreement.

11.Separation Agreement and EMA.  In the event of any inconsistency among the terms of this Assignment Agreement and the terms of the Separation Agreement or EMA, the terms of the Separation Agreement or EMA, as applicable, shall control.  Nothing in this Assignment Agreement shall be construed to limit, discharge, mitigate or release any obligation or otherwise affect any right of any party to the Separation Agreement or EMA set forth or described therein.

12.Modification of Assignment Agreement.  This Assignment Agreement may be modified only by a writing signed by the parties hereto.

13.Effect if Distribution Does Not Occur.  Notwithstanding anything in this Assignment Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

14.Severability.  If any provision(s) of this Assignment Agreement shall be found invalid or unenforceable, in whole or in part, then it is the parties’ mutual desire that such provision(s) be modified to the extent and in the manner necessary to render the same valid and enforceable, and this Assignment Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.

15.Consultation with Counsel.  This Assignment Agreement is the product of negotiations between the parties, each of which has had a full and complete opportunity to consult counsel.

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement effective as of the date first written above.

EXECUTIVE

SPX CORPORATION

By:

Its:

Date:

SPX FLOW, INC.

By:

Its:

Date:

EX-10.7

Exhibit 10.7

ASSIGNMENT AND ASSUMPTION OF
AND AMENDMENT TO CHANGE OF CONTROL AGREEMENT

This Assignment and Assumption of and Amendment to Change of Control Agreement (this “Assignment Agreement”) is made and entered into as of            , 2015, by and between SPX Corporation, a Delaware Corporation (“SPX”), SPX FLOW, Inc., a Delaware Corporation (“SPX FLOW”), and                           , an individual (the “Executive”).

WHEREAS, SPX and the Executive entered into that certain Change of Control Agreement dated as of            , [and as amended by letter agreement dated         ] (the “Original Change of Control Agreement”);

WHEREAS, SPX and SPX FLOW entered into that certain Separation and Distribution Agreement, dated as of             (the “Separation Agreement”), which provides for a separation of SPX into two separate, publicly traded companies, SPX and SPX FLOW, as of that date defined in the Separation Agreement (the “Distribution Date”);

WHEREAS, as part of the Separation Agreement, SPX and SPX FLOW entered into that certain Employee Matters Agreement, dated as of              (the “EMA”), which provides that SPX will assign, and SPX FLOW will assume, the Original Change of Control Agreement;

WHEREAS, SPX desires to assign to SPX FLOW all right, title and interest of SPX in and to the Original Change of Control Agreement, SPX FLOW desires to assume all of the obligations of SPX under the Original Change of Control Agreement, and the Executive desires to consent to such assignment and assumption of the Original Change of Control Agreement;

[WHEREAS, SPX is simultaneously assigning, and SPX FLOW is simultaneously assuming, that certain Employment Agreement entered into between SPX and the Executive, dated as of            , and referenced in the Original Change of Control Agreement, as of the Distribution Date;] and

WHEREAS, SPX FLOW and the Executive desire to amend the Original Change of Control Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements of the respective parties and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ASSIGNMENT AND ASSUMPTION

1.Assignment of Original Change of Control Agreement.  As of the Distribution Date, SPX does hereby assign, transfer, grant, convey and deliver to SPX FLOW all of SPX’s right, title and interest of SPX in and to the Original Change of Control Agreement,

subject to the terms, conditions, reservations and limitations set forth in this Assignment Agreement.

2.Assumption of Original Change of Control Agreement.  From and after the Distribution Date, SPX FLOW hereby (i) expressly accepts and assumes all of SPX’s right, title and interest in and to the Original Change of Control Agreement, subject to the terms, conditions, reservations and limitations set forth in this Assignment Agreement, and (ii) assumes, accepts and agrees to pay, perform and discharge all of the covenants, conditions, obligations and liabilities of SPX under the Original Change of Control Agreement.

3.Consent of Executive to Assignment and Assumption of Original Change of Control Agreement.  Executive hereby acknowledges, recognizes and consents to the foregoing assignment and assumption of Original Change of Control Agreement.

AMENDMENT

SPX FLOW and the Executive hereby amend the Original Change of Control Agreement, effective as of the Distribution Date, as follows:

4.References in Original Change of Control Agreement to SPX Corporation or Company.  References to “SPX Corporation” or the “Company” in the Original Change of Control Agreement shall be deemed to refer to “SPX FLOW, Inc.” as a result of this Assignment Agreement.

5.References in Original Change of Control Agreement to SPX Plans or Programs.  References in the Original Change of Control Agreement to plans or programs sponsored by SPX shall be deemed to refer to the plan or program of the same type sponsored by SPX FLOW, including, but not limited to, the following, as a result of this Assignment Agreement:

References to the “2002 Stock Compensation Plan” or “Stock Compensation Plan” in the Original Change of Control Agreement shall be deemed to refer to the “SPX FLOW Stock Compensation Plan”;

References to the “2005 Executive Bonus Plan” or “Executive Bonus Plan” in the Original Change of Control Agreement shall be deemed to refer to the “SPX FLOW Executive Annual Bonus Plan or SPX FLOW 2015 Bonus Plan, as applicable,”;

References to the “SPX Corporation Supplemental Retirement Plan for Top Management” or “Supplemental Retirement Plan” in the Original Change of Control Agreement shall be deemed to refer to the “SPX FLOW Supplemental Retirement Plan for Top Management”;

References to the “Supplemental Retirement Savings Plan” or “SRSP” in the Original Change of Control Agreement shall be deemed to refer to the “SPX FLOW Supplemental Retirement Savings Plan”; and

References to the “Retirement Savings and Stock Ownership Plan” or “Retirement Savings Plan” in the Original Change of Control Agreement shall be deemed to refer to the “SPX FLOW Retirement Savings Plan”.

6.References in Original Change of Control Agreement to Individual Account Retirement Plan or Pension Plan.  Notwithstanding the foregoing, references to the “Individual Account Retirement Plan” or “Pension Plan” in the Original Change of Control Agreement shall not be deemed to refer to a plan or program of the same type sponsored by SPX FLOW, and such references shall be deleted in their entirety in view of the fact that SPX FLOW does not sponsor a similar qualified defined benefit pension plan[; provided, however, that the parenthetical of Section 4(e)(i) of the Original Change of Control Agreement providing “(together with interest at the interest credit rate provided in the SPX Corporation Individual Account Retirement Plan)” shall be unchanged].  For avoidance of doubt, SPX FLOW shall have no obligation to provide a qualified defined benefit pension plan such as the SPX US Pension Plan (or corresponding non-qualified plan such as the SPX Corporation Supplemental Individual Account Retirement Plan) to Executive and the failure to provide such plans shall not constitute “Good Reason” under the Original Change of Control Agreement.

7.[Post-Retirement Medical Coverage.  SPX FLOW shall have no obligation to provide retiree medical benefits of any kind to Executive and the failure to offer retiree medical shall not constitute “Good Reason” under the Original Change of Control Agreement.

Notwithstanding anything to the contrary, the years of continuation coverage provided under Section 4(b)(iii) of the Original Change of Control Agreement shall count for purposes of determining the Executive’s eligibility for post-retirement medical reimbursements under the Executive’s Employment Agreement.]

MISCELLANEOUS

8.Change of Control, Separation from Service.  For clarity, the parties agree that the transaction contemplated by the Separation Agreement will not result in a “Change of Control” or a separation from service, termination from employment or similar term, under the Original Change of Control Agreement.

9.Good Reason.  For clarity, the parties agree that, unless the EMA provides that SPX FLOW must offer a certain benefit plan or program or type of benefit plan or program on and after the Distribution Date, the failure of SPX FLOW to offer such a benefit plan or program shall not constitute “Good Reason” under the Original Change of Control Agreement.

10.Counterparts.  The parties may execute this Assignment Agreement in one or more counterparts, all of which together shall constitute but one Assignment Agreement.

11.Separation Agreement and EMA.  In the event of any inconsistency among the terms of this Assignment Agreement and the terms of the Separation Agreement or EMA, the terms of the Separation Agreement or EMA, as applicable, shall control.  Nothing in this Assignment Agreement shall be construed to limit, discharge, mitigate or release any obligation or otherwise affect any right of any party to the Separation Agreement or EMA set forth or described therein.

12.Modification of Assignment Agreement.  This Assignment Agreement may be modified only by a writing signed by the parties hereto.

13.Effect if Distribution Does Not Occur.  Notwithstanding anything in this Assignment Agreement to the contrary, if the Separation Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

14.Severability.  If any provision(s) of this Assignment Agreement shall be found invalid or unenforceable, in whole or in part, then it is the parties’ mutual desire that such provision(s) be modified to the extent and in the manner necessary to render the same valid and enforceable, and this Assignment Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.

15.Consultation with Counsel.  This Assignment Agreement is the product of negotiations between the parties, each of which has had a full and complete opportunity to consult counsel.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement effective as of the date first written above.

EXECUTIVE

SPX CORPORATION

By:

Its:

Date:

SPX FLOW, INC.

By:

Its:

Date:

EX-10.8

Exhibit 10.8

SPX FLOW
LIFE INSURANCE PLAN
FOR KEY MANAGERS

1.Establishment and Purpose.

SPX FLOW, Inc. (the “Corporation”) has established the SPX FLOW Life Insurance Plan for Key Managers (the “Plan”) effective as of [•] (“Effective Date”) for the purpose of attracting and retaining competent key managers.

2.Eligibility to Participate.

The employees eligible to participate (“Participant”) in the Plan are those key managers who are designated by the Compensation Committee of the Board of Directors of the Corporation which administers the Plan (the “Compensation Committee”).

As part of the Separation and Distribution Agreement by and between SPX Corporation and SPX FLOW, Inc. dated as of [•], SPX Corporation and SPX FLOW, Inc. entered into the Employee Matters Agreement dated as of [•] (the “EMA”).  In accordance with the EMA, all liabilities for Flowco Employees (as defined in the EMA) who participated under the SPX Corporation Life Insurance Plan for Key Managers (the “Prior Plan”) immediately prior to the Effective Time (as defined in the EMA) are to be transferred to the Plan as of the Effective Date and the Plan became liable to pay all such benefits (if any) to such Flowco Employees thereafter.  Such Flowco Employees shall become Participants in the Plan as of the Effective Date.

3.Benefits After Retirement.

In the event of the post-retirement death of a Participant, the Participant’s Beneficiary shall receive an after-tax post-retirement death benefit equal to one times the Participant’s final base salary, less the amount of any death benefit paid with respect to the Participant under any group term life insurance policy paid for by the Corporation.

For purposes of the Plan, “retirement” (or such similar term) refers to a Participant whose employment with the Corporation terminates and at time of termination, the Participant (i) is at least age 55, (ii) has a minimum of five (5) years of continuous service with the Corporation, and (iii) has a sum of age and continuous service that totals 65 or greater.  For these purposes, any service of a Flowco Employee with SPX Corporation and its affiliates shall count toward the preceding service determination.  Any Participant’s employment which terminates in accordance with Section 5(B) shall not be considered a termination due to retirement.

For the purpose of calculating the payment from the Corporation, the Participant’s Beneficiary shall be deemed to be a surviving spouse, to be in the highest algebraically combined, joint return, Federal and state income tax bracket for earned income and to be a resident of the state in which the Participant resided at the time of his death.  Estate and inheritance taxes, if any, with respect to the payment from the Corporation shall not be taken into consideration in calculating the amount of benefit owed.

The amount of post-retirement death benefit paid directly by the Corporation shall be paid in a lump-sum.  Such payment shall first be made as soon as practicable following the Participant’s death and upon delivery to the Compensation Committee by the Participant’s Beneficiary of satisfactory proof of death.

4.Benefits Paid Prior to Retirement.

In the event of the pre-retirement death of a Participant, the Participant’s Beneficiary shall receive an after-tax payment equal to two times the Participant’s base salary as of the time of his death, less the amount of any death benefit paid with respect to the participant under any group term life insurance policy paid for by the Corporation.

For purposes of calculating the payment from the Corporation, the Participant’s Beneficiary shall be deemed to be a surviving spouse, to be in the highest algebraically combined joint return, Federal and state income tax bracket for earned income and to be a resident of the state in which the Participant resided at the time of his death.  Estate and inheritance taxes, if any, with respect to the payment from the company shall not be taken into account in calculating the benefit.

The amount of pre-retirement death benefit paid directly by the Corporation shall be paid in a lump-sum.  Such payment shall first be made as soon as practicable following the Participant’s death and upon delivery to the Compensation Committee by the Participant’s Beneficiary of satisfactory proof of death.

5.Eligibility for Benefits at Termination of Employment.

A.Generally

If the Participant employment with the Corporation terminates for any reason other than death before retirement, and subject to Section 5(C), no payments shall be due under this Plan.

B.For Cause

If the Participant’s employment terminates as a result of discharge by the Corporation for proven dishonesty, gross misconduct, misappropriation of the Corporation’s funds or property, willful destruction of the Corporation’s property or other dishonest or fraudulent conduct (or for such reason that constitutes “cause” (or such similar term) under the Participant’s employment or change in control or other similar agreement with the Corporation), no payment shall be due under the Plan.

C.For Disability

(i)If the Participant’s employment with the Corporation is terminated before his 65th birthday for reason of disability, he may continue to participate in this Plan, with the consent of the Compensation Committee.  The Participant whose employment is terminated due to a disability will be

2

considered to be a continuing employee of the Corporation until he reaches his 65th birthday (or ceases to be disabled), at which time he will be deemed to have retired.

(ii)“Disability” or “disabled” as used herein means the Participant’s inability to engage in any occupation or employment for wage or profit for which he is reasonably qualified by education, training or experience, by reason of a medically-determined physical or mental impairment which can be expected to continue for the balance of his lifetime.  The determination of the Participant’s disability shall be made by the Compensation Committee.  The Participant agrees to submit to such physical examination and furnish such proof as may be required by the Compensation Committee in connection with the determination of the existence and continuation of the disability.

(iii)The Compensation Committee shall have sole discretion in the ultimate determination as to those who may remain in the Plan under this Section 5(C).

6.Beneficiary Designation.

Each participant in the Plan shall designate a Beneficiary, class of Beneficiaries or any contingent Beneficiaries on a form to be provided by the Compensation Committee.  Such designation of a Beneficiary or Beneficiaries may be changed from time to time by the Participant by filing a new designation with the Compensation Committee.

If any Participant shall fail to designate a Beneficiary, or if all Beneficiaries predecease the Participant, payment (if any) shall be made within a reasonable time to the first surviving class, and in equal shares if there are more than one in each class, of the following classes of successive beneficiaries:

1.Participant’s widow or widower or surviving domestic partner

2.Surviving children

3.Surviving parents

4.Surviving brothers or sisters

5.Executor or administrator

The Plan shall recognize and honor all Beneficiary designation elections made by each Flowco Employee under the Prior Plan (to the extent not changed or revoked subsequently as provided above).

7.No Contract of Employment.

Nothing contained in the Plan shall be construed as a contract of employment between the Corporation and the Participant.  Nothing in the Plan shall interfere in any way with the right of the Corporation to terminate a Participant’s service at any time with or

3

without cause or notice and whether or not such termination results in any adverse effect on the individual’s interests under the Plan.

8.Payments as Supplemental Compensation.

The benefits provided hereunder shall not affect the Participant’s annual salary while in full-time employment of the Corporation, nor shall such benefits affect the Participant’s right to participate in any existing or future retirement plan or any other supplemental arrangement.  Payments received by a Participant under the Plan shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Corporation, unless expressly so provided by such other plan, contract or arrangement.

9.Rights not Assignable.

This Plan and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged, sold, conveyed or encumbered in any way by the Participant or the Participant’s Beneficiary and shall not be subject to execution, attachment or similar process.  Any attempted sale, conveyance, transfer, assignment, pledge or encumbrance of the rights, interest or benefits provided pursuant to the terms of this Plan contrary to the terms of the foregoing sentence, or the levy of any additional or similar process thereupon, shall be null and void and without effect.

10.Purchase of Insurance Contracts.

In the event the Corporation decides to buy life insurance policies, the Participant agrees to cooperate with the Corporation in providing information for, and submitting to, any physical examination necessary to obtain such insurance policy.  It is essential that all responses and answers to information requested by the insurance company be true and correct as to medical facts in order to prevent the insurance company from declaring the policy null and void.  If the insurance company declares the policy null and void because information provided by the Participant is not true and correct, no benefits shall be payable under this Plan to that Participant’s Beneficiary.  A life insurance policy on the life of the Participant, if purchased, shall name the Corporation as owner and beneficiary.  Such policy, when purchased, shall remain a general unsecured, unrestricted asset of the Corporation, and neither the Participant nor any Beneficiary shall have any rights with respect to, or claim against, such policy.  Such policy shall not be deemed to be held under any trust for the benefit of the Participant or the Participant’s Beneficiary, nor shall such policy be deemed to be held in any such trust as collateral security for fulfilling the obligations of the Corporation under the terms of this Plan.

The Plan at all times shall be entirely unfunded and the Corporation shall not be required at any time to segregate any assets of the Corporation for payment of any benefits hereunder.  No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Corporation by reason of the right to receive a benefit under the

4

Plan and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Corporation with respect to any rights under the Plan.  Nothing contained in the Plan shall constitute a guaranty by the Corporation or any other entity or person that the assets of the Corporation will be sufficient to pay any benefit hereunder.

11.Successors, Mergers and Consolidation.

This Plan shall be binding upon the Corporation, its successor and assigns, including without limitations any person, organization or corporation which may acquire substantially all of the assets and business of the Corporation or any company or corporation into which the Corporation may be merged or consolidated.

Nothing in this Plan shall be construed (a) to limit, impair or otherwise affect the Corporation’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or (b) to limit the right or power of the Corporation, or any affiliate, to take any action which such entity deems to be necessary or appropriate.

12.Amendment and Termination.

This Plan may be modified, amended or terminated by the Compensation Committee or the Board of Directors of the Corporation.

13.Applicable Law.

The Plan (including, without limitation, any rules, regulations, determinations or decisions made by the Compensation Committee or Corporation relating to the Plan) shall be construed and administered exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, including the Federal Courts located therein (should Federal jurisdiction exist).

14.Administration.

This Plan shall be administered by the Compensation Committee.  The Compensation Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it deems necessary to determine eligibility to participate in the Plan and for the proper administration of the Plan, and may amend or revoke any rule or regulation so established.  The Compensation Committee may make such determinations and interpretations under or in connection with the Plan as it deems necessary or advisable.  The Compensation Committee’s determinations under the Plan need not be uniform and may be made by the Compensation Committee selectively among Participants, whether or not such Participants are similarly situated.  All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Corporation, its affiliates, its

5

stockholders, all Participants and Beneficiaries, and upon their respective legal representatives, beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them.  The Compensation Committee may appoint accountants, actuaries, counsel, advisors and other persons that it deems necessary or desirable in connection with the administration of the Plan.

The Compensation Committee may delegate any of its duties under the Plan to one or more officers of the Corporation.  The Compensation Committee shall also be permitted to delegate, to any appropriate officer or employee of the Corporation, responsibility for performing certain ministerial functions under the Plan.  In the event that the Compensation Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Compensation Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose.  Any action undertaken in accordance with the Compensation Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Compensation Committee and shall be deemed for all purposes of the Plan to have been taken by the Compensation Committee.

15.Validity.

In the event that any part of this Plan is invalid for any reason, such invalidity shall not affect the balance of this Plan, which shall remain valid and binding upon the parties and enforceable in accordance with its terms.

16.Indemnification.

Each person who is or shall have been a member of the Compensation Committee or of the Board of Directors of the Corporation shall be indemnified and held harmless by the Corporation against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Corporation’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Corporation an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Corporation may have to indemnify them or hold them harmless.

17.Duty of Participants and Beneficiaries.

The Participant and any Beneficiaries shall, as a condition of receiving benefits under this Plan, be obligated to provide the Compensation Committee with such information as the Compensation Committee shall require in order to administer the Plan.  Each Participant

6

shall keep the Corporation informed of his current address.  The Corporation shall not be obligated to search for the whereabouts of any person.  If, within three years after the actual death of a Participant, the Corporation is unable to locate any Beneficiary for the Participant, then the Corporation shall have no further obligation to pay any benefit hereunder to such Beneficiary or any other person and such benefit shall be irrevocably forfeited.

18.Withholding and Right to Offset.

The Corporation may impute income to a Participant due to participating under the Plan, and deduct or withhold from any compensation or payment payable to a Participant or Beneficiary, to the extent it deems advisable to comply with applicable law.  Notwithstanding any provisions of the Plan to the contrary, and to the extent permitted by applicable law, the Corporation may offset any amounts to be paid to the Beneficiary of a Participant under the Plan against any amounts that such Participant (or Beneficiary) may owe to the Corporation or its affiliates.

19.Headings and Construction.

The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.

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EX-10.9

Exhibit 10.9

SPX FLOW
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

As Adopted Effective [·]

SPX FLOW
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

As Adopted Effective [·]

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
1.1	“Accounting Date”	2
1.2	“Administrator”	2
1.3	“Affiliated Company” or “Affiliate”	2
1.4	“Beneficiary”	2
1.5	“Board”	2
1.6	“Code”	2
1.7	“Company”	2
1.8	“Compensation”	2
1.9	“Compensation Committee” or “Committee”	2
1.10	“Deferred Account” or “Account”	2
1.11	“Deferred Mutual Fund”	2
1.12	“Deferred Mutual Fund Unit”	2
1.13	“Dividend Date”	2
1.14	“Employee”	2
1.15	“ERISA”	2
1.16	“Executive Annual Incentive Plan”	3
1.17	“Executive Bonus Plan”	3
1.18	“Participant”	3
1.19	“Plan”	3
1.20	“Plan Year”	3
1.21	“Qualified Savings Plan”	3
1.22	“Recordkeeper”	3
ARTICLE II ELIGIBILITY		4
2.1	Participation	4
2.2	Reduction in Status; Removal From Participation	4
ARTICLE III CONTRIBUTIONS AND DEFERRAL ACCOUNTS		5
3.1	Elections To Contribute	5
3.2	Duration of Election	5
3.3	Company Matching Contributions	5
3.4	Vesting of Participant Deferrals	5
ARTICLE IV PARTICIPANTS’ ACCOUNTS AND INVESTMENT CREDITS		6
4.1	Participants’ Accounts	6
4.2	Deferred Mutual Fund Credits	6
4.3	Selection of Deferred Mutual Funds	6
4.4	Changing Deferred Mutual Funds	6
4.5	Dividends	6
ARTICLE V PAYMENT OF ACCOUNT		7
5.1	Form of Benefit	7
5.2	Election of Payment Option	7
5.3	Commencement of Benefit	7
5.4	Change in Payment Selection for 2005-2008 Calendar Year Accounts	9

i

5.5	Source of Benefit Payments	9
5.6	Payment at Death of Participant	9
5.7	Beneficiary Designation	9
ARTICLE VI ADMINISTRATION OF THE PLAN		10
6.1	Administration by the Company	10
6.2	General Powers of Administration	10
6.3	409A Compliance	10
ARTICLE VII AMENDMENT OR TERMINATION		11
7.1	Amendment or Termination	11
7.2	Effect of Amendment or Termination	11
ARTICLE VIII GENERAL PROVISIONS		12
8.1	Funding	12
8.2	General Conditions	12
8.3	No Guaranty of Benefits	12
8.4	No Enlargement of Employee Rights	12
8.5	Spendthrift Provision	12
8.6	Applicable Law	12
8.7	Small Benefits	12
8.8	Incapacity of Recipient	12
8.9	Corporate Successor	13
8.10	Unclaimed Benefit	13
8.11	Limitations on Liability	13
8.12	Duties of Participants and Beneficiaries	13
8.13	Taxes and Withholding	13
8.14	Treatment for Other Compensation Purposes	13
ARTICLE IX CHANGE-OF-CONTROL		14
9.1	Benefit Rights Upon Change-of-Control	14
9.2	Definition of Change-of-Control	14
ARTICLE X SPECIAL PROVISIONS		17
10.1	Transfer of Liabilities from Prior Plan	17

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SPX FLOW
SUPPLEMENTAL RETIREMENT SAVINGS PLAN

The SPX FLOW Supplemental Retirement Savings Plan (the “Plan”) is adopted effective [·] (the “Effective Date”).  The Plan is established and maintained by SPX FLOW, Inc. in order to allow an eligible Employee to (a) make pre-tax salary reduction contributions, and (b) receive Company matching contributions, in each case, in excess of those permitted by the Company’s tax-qualified 401(k) plan, known as the “SPX FLOW Retirement Savings Plan.”

The provisions of this Plan are only applicable to Participants who were in the employ of SPX FLOW, Inc. on or after the Effective Date (except as otherwise provided in the Plan).

As part of the Separation and Distribution Agreement by and between SPX Corporation and SPX FLOW, Inc. dated as of  [·], SPX Corporation and SPX FLOW, Inc. entered into the Employee Matters Agreement dated as of [·] (the “EMA”).  In accordance with the EMA, all liabilities for Flowco Employees (as defined in the EMA) under the SPX Corporation Supplemental Retirement Savings Plan (the “Prior Plan”) are to be transferred to the Plan and the Plan became liable to pay all such benefits to such participants.  Section 10.1 of the Plan sets forth the additional rules applicable to such transferred benefits and transferred participants.

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ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

1.1          “Accounting Date” means each business day.

1.2          “Administrator” means the Company, as set forth in Section 6.1.

1.3          “Affiliated Company” or “Affiliate” means any corporation, trade or business entity which is a member of a controlled group of corporations, trades or businesses, or an affiliated service group, of which the Company is also a member, as provided in Code Sections 414(b), (c), (m) or (o).

1.4          “Beneficiary” means the person, trust or estate designated (or deemed designated) to receive the balance of the Participant’s account under the Qualified Savings Plan.

1.5          “Board” means the Board of Directors of the Company.

1.6          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.

1.7          “Company” means (a) SPX FLOW, Inc., (b) any Affiliated Company or Affiliate, provided that any such Affiliated Company or Affiliate shall be included in the definition of “Company” only to the extent determined by action of the officer of SPX FLOW, Inc. empowered to make such employee benefit determinations, and (c) any other entity resulting from a reorganization, merger or consolidation into or with the Company, or a transfer or sale of substantially all of the assets of the Company.

1.8          “Compensation” means the total amount paid to a Participant by the Company inclusive of bonuses, overtime pay, pre-tax contributions to the Qualified Savings Plan, and salary reduction contributions to this Plan, but excluding therefrom those items excluded from Compensation under the Qualified Savings Plan.  Notwithstanding the foregoing, Compensation shall not be reduced pursuant to the application of Code Section 401(a)(17), which applies to the Qualified Savings Plan but shall not be applied to this Plan.

1.9          “Compensation Committee” or “Committee” means the Compensation Committee of the Board.  When used herein, “Committee” shall also include any person or persons to whom the Committee’s authority has been lawfully delegated.

1.10        “Deferred Account” or “Account” means the Participant’s interest in the Plan and includes separate salary reduction and Company matching contributions accounts for each of the Deferred Mutual Funds for which Deferred Mutual Fund Units are credited to Participant Deferred Accounts, as described in Sections 4.1 and 4.2.  Participant Accounts may be further sub-divided for different time periods as provided in Section 4.1.

1.11        “Deferred Mutual Fund” means a mutual fund or other security designated by the Compensation Committee for purposes of measuring the value of a Deferred Account established pursuant to Article IV of the Plan.

1.12        “Deferred Mutual Fund Unit” means the equivalent of one share of a Deferred Mutual Fund.

1.13        “Dividend Date” means the payment date of any dividend declared on a Deferred Mutual Fund.

1.14        “Employee” means an employee of the Company who is eligible to participate under the Qualified Savings Plan (or any successor or replacement to the Qualified Savings Plan).

1.15        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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1.16        “Executive Annual Incentive Plan” means the SPX FLOW Executive Annual Incentive Plan and each applicable successor or replacement plan to such plan.

1.17        “Executive Bonus Plan” means the Executive Bonus Program under the SPX FLOW Bonus Plan and each applicable successor or replacement plan to such plan.

1.18        “Participant” means an Employee who is eligible to participate in this Plan pursuant to Article II hereof who has filed a deferral election and shall also include a former Employee or current non-eligible Employee who continues to have an Account under this Plan.

1.19        “Plan” means this SPX FLOW Supplemental Retirement Savings Plan.

1.20        “Plan Year” means the calendar year.

1.21        “Qualified Savings Plan” means the SPX FLOW Retirement Savings Plan and each predecessor, successor or replacement to the said Qualified Savings Plan.  For avoidance of doubt, for purposes of determining when and how deferrals and matching contribution credits are made under the Plan (including, without limitation, when the Applicable Limitation has been reached), the SPX Corporation Retirement Savings and Stock Ownership Plan shall be viewed as a predecessor plan for Participants covered under Section 10.1.

1.22        “Recordkeeper” means the organization selected by the Company to keep information concerning the Account of each Participant in the Plan.

Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

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ARTICLE II

ELIGIBILITY

2.1          Participation.

(a)           An Employee shall be eligible to be a Participant hereunder if such Employee (i) is eligible to participate in the Executive Annual Incentive Plan (as determined under the terms of such plan) and has a pay grade level of H or above, (ii) is eligible to participate in the Executive Bonus Plan (as determined under the terms of such plan) and has a pay grade level of H or above, (iii) had a positive Account balance under the Prior Plan as of December 31, 2010, or (iv) participates as provided in Section 10.1.

For an Employee that meets criteria (i) or (ii) on or after the Effective Date, and subject to Section 2.2, such Employee shall be eligible to participate in the Plan depending on when such criteria was met within the Plan Year:

(i)if the Employee meets such criteria in a Plan Year between January 1 and October 31 of such Plan Year, the Employee shall be eligible to participate in the Plan in the first Plan Year following such Plan Year; and

(ii)if the Employee meets such criteria in a Plan Year between November 1 and December 31 of such Plan Year, the Employee shall be eligible to participate in the Plan in the second Plan Year following such Plan Year.

For a Participant who ceases to be eligible to participate in the Plan in accordance with Section 2.2, and then subsequently again meets the eligibility criteria described in the first sentence of Section 2.1(a), such Employee’s eligibility to participate in the Plan again shall be determined in the same manner as above (with the subsequent meeting of the eligibility criteria keying when eligibility commences again).

For an Employee that meets criteria (iii) and (iv) above, eligibility to participate in the Plan shall be as provided in Section 10.1.

(b)           Eligible Employees shall be notified of their ability to participate in the Plan and shall be offered the opportunity to make contributions hereunder, as set forth at Section 3.1 hereof.

2.2          Reduction in Status; Removal From Participation.  If an Employee ceases to meet the eligibility criteria described in the first sentence of Section 2.1(a), such Employee shall cease to be eligible to participate in the Plan at the end of the applicable Plan Year and the Participant shall make no further contributions to this Plan, nor shall the Company make any further contributions on his behalf.  However, his Deferred Account shall continue to be held for his benefit pursuant to the terms of this Plan, and it shall continue to be credited with earnings, gains and losses as provided under Article IV.

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ARTICLE III

CONTRIBUTIONS AND DEFERRAL ACCOUNTS

3.1          Elections To Contribute.

(a)           With respect to a Plan Year, a Participant may elect to have a percentage of Compensation deferred under this Plan with respect to any Compensation for services performed during the given Plan Year, even if such Compensation is paid during the following Plan Year.  Such deferrals shall occur on a per payroll basis, and shall be credited by the Company to this Plan.  Such an election with respect to any Plan Year must be made no later than December 31st of the preceding Plan Year, during the time period prescribed by the Administrator.  Such elections shall be irrevocable for the applicable Plan Year after the election deadline provided in the preceding sentence.

A Participant may separately elect (i) a basic deferral percentage (in 1% increments, up to 50% of Compensation, which includes, without limitation, bonuses except for the bonus (if any) paid under the Executive Bonus Plan and/or Executive Annual Incentive Plan), and (ii) a supplemental bonus deferral percentage (in 1% increments, up to 100%), applicable only to the bonus (if any) paid under the Executive Bonus Plan and/or Executive Annual Incentive Plan.

Notwithstanding the foregoing, no deferrals and crediting are made under this Plan with respect to a Participant until the Applicable Limitation in the Qualified Savings Plan has been reached for the applicable Plan Year in which such Compensation was paid.  For these purposes, “Applicable Limitation” means the limitation on benefits and compensation imposed on the Qualified Savings Plan by Code Section 401(a)(17).

A newly eligible Participant whose eligibility timing is determined pursuant to the second paragraph of Section 2.1(a) shall make elections to contribute with respect to the applicable Plan Year in the same manner as provided above.

(b)           Notwithstanding the foregoing, the applicable deferral percentages permitted under this Section 3.1 shall be reduced to the extent required by Code Section 409A with respect to a newly-eligible Participant (which shall include an Employee deemed to be “initially eligible” as provided under Code Section 409A).

(c)           The contribution election procedures described in this Section 3.1 shall apply with respect to Participant Compensation in Plan Years after 2015.  For the 2015 Plan Year, the contribution elections shall be determined according to the applicable provisions of Section 10.1.  For avoidance of doubt, no bonuses with respect to services performed in the 2015 Plan Year shall be eligible for deferral under the Plan, even if paid after the 2015 Plan Year.

3.2          Duration of Election.  A Participant’s election to defer Compensation under this Plan as described at Section 3.1 above shall remain in effect only for the Plan Year (or portion thereof) for which it applies.  Notwithstanding any other provision of the Plan to the contrary, a Participant’s deferral election for a Plan Year shall be cancelled upon the Participant having his deferrals under the Qualified Saving Plan suspended due to receiving a hardship distribution under the Qualified Savings Plan.

3.3          Company Matching Contributions.  For each Plan Year, a Participant’s Account under this Plan shall be credited with a matching contribution equal to a percentage (the same percentage of Compensation as matched by the Company under the Qualified Savings Plan) of his deferrals for such Plan Year, to the extent such deferrals have not received a match on that percentage of Compensation under the Qualified Savings Plan.  The matching contribution to be made under this Plan shall follow any increase or decrease in the match made for the Qualified Savings Plan, and shall be made only after the maximum match has been made under the Qualified Savings Plan.

3.4          Vesting of Participant Deferrals.  A Participant shall be fully vested in all allocations made to his Account pursuant to Section 3.1 and in the Company matching contribution credits made to his Account pursuant to Section 3.3.

5

ARTICLE IV

PARTICIPANTS’ ACCOUNTS AND INVESTMENT CREDITS

4.1          Participants’ Accounts.  A separate Deferred Account shall be established by the Recordkeeper for each Participant which shall accurately reflect his interest in this Plan.  Each Account shall consist of at least two sub-Accounts, one for the Participant’s deferrals made to this Plan pursuant to Section 3.1, and one for the Company matching contribution credits made pursuant to Section 3.3 (including, for each sub-Account, applicable credited earnings, gains and losses).

Each Participant’s Account shall further be sub-divided into six accounts: one account for deferral and matching contribution credit amounts (including applicable credited earnings, gains and losses) attributable to calendar years before 2005 (the “Pre-2005 Account”), four separate accounts for deferral and matching contribution credit amounts (including applicable credited earnings, gains and losses) attributable to each calendar year after 2004 and before 2009 (the “2005-2008 Calendar Year Accounts”), and one account for deferral and matching contribution credit amounts (including applicable credited earnings, gains and losses) attributable to calendar years after 2008 (the “Post-2008 Account”).

4.2          Deferred Mutual Fund Credits.  The Company shall establish a Deferred Account for each Participant who makes an election to defer Compensation, as provided in Section 3.1.  The balance of a Participant’s Deferred Account is dependent upon the value of the Deferred Mutual Fund Units in the Deferred Account, and is therefore subject to market fluctuations in value until distributed to a Participant.

4.3          Selection of Deferred Mutual Funds.  Each Participant (and Beneficiary, as provided at Section 5.6) shall be permitted to direct the manner in which credits to his Account shall be treated as invested from among such Deferred Mutual Funds determined by the Compensation Committee from time to time and communicated to Participants.  Each Participant shall choose the percentage of his Account treated as invested in each Deferred Mutual Fund provided that not less than 5% (or such other percentage as set by the Company) of the Participant’s contributions and Company contributions shall be designated for any one such Deferred Mutual Fund.  To the extent a Participant (or Beneficiary if applicable) does not provide any investment direction, the Company may select a Deferred Mutual Fund for which the Participant (or Beneficiary if applicable) will be deemed to have directed his Account be invested in.

4.4          Changing Deferred Mutual Funds.  A Participant may elect to change the mix of the Deferred Mutual Fund Units credited to the Participant’s Deferred Account in accordance with the administrative procedures and rules set by the Administrator from time to time.

4.5          Dividends.  At any time a balance in Deferred Mutual Fund Units is maintained in an Account, there shall be credited to the Account additional Deferred Mutual Fund Units on each Dividend Date.  Such additional number of Deferred Mutual Fund Units shall be determined by reference to the number of mutual fund shares or other securities that would be issued by the mutual fund or the issuer of the other securities with respect to the reinvestment of such dividend.  In the absence of such reinvestment, the number of such additional Deferred Mutual Units shall be determined by (i) multiplying the total number of Deferred Mutual Fund Units (including fractional Deferred Mutual Fund Units) credited to the Account immediately prior to the Dividend Date by the amount of the dividend per share of the Deferred Mutual Fund and (ii) dividing the product by the fair market value per share as of such Dividend Date.  Additional Deferred Mutual Fund Units shall be similarly credited on each Dividend Date on which a balance in Deferred Mutual Fund Units is maintained in the Account.

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ARTICLE V
PAYMENT OF ACCOUNT

5.1Form of Benefit.

(a)At the Participant’s election as provided under Section 5.2, a Participant’s Pre-2005 Account and 2005-2008 Calendar Year Accounts (with separate elections for the Pre-2005 Account and each 2005-2008 Calendar Year Account) under this Plan shall be paid in one of the following forms:

(i)In a single lump sum payment.

(ii)In periodic annual installments payable for a period of up to ten (10) years.  So long as the Participant retains funds in his Account, earnings, gains and losses shall be credited to the Account.

(iii)In periodic monthly installments, payable for a period of up to ten (10) years.  So long as the Participant retains funds in his Account, earnings, gains, and losses shall be credited to the Account.

(b)A Participant who made no election with respect to the Pre-2005 Account under the Prior Plan shall receive a lump sum payment of the Participant’s Pre-2005 Account, valued and paid on the date of his or her termination, death or retirement.  A Participant who made no election with respect to a 2005-2008 Calendar Year Account under the Prior Plan shall receive a lump sum payment of such 2005-2008 Calendar Year Account, valued and paid on or as soon as practicable after the date that is six months after the Participant’s separation from service but not later than 30 days after such date (subject to the last sentence of Section 5.2(b) and Section 5.4).

(c)A Participant’s Post-2008 Account shall be paid in a single lump sum payment.

5.2Election of Payment Option.

(a)Pre-2005 Account.  With respect to the Pre-2005 Account, a Participant selected a form of payment under the Prior Plan.  A Participant may change his election with respect to the Pre-2005 Account at any time that is at least one year prior to his retirement, death, disability or other termination of employment from the Company.  Notwithstanding a Participant’s payment election under Section 5.3, payments with respect to the Pre-2005 Account shall not be made until the year following the year of termination to the extent a payment would otherwise be subject to Code Section 162(m).

(b)2005-2008 Calendar Year Accounts.  With respect to a 2005-2008 Calendar Year Account, the Participant selected a form of payment under the Prior Plan.  A Participant may change his form of payment election with respect to a 2005-2008 Calendar Year Account only as provided in Section 5.4 below.  Notwithstanding a Participant’s payment election under Section 5.3, payments with respect to a 2005-2008 Calendar Year Account shall not be made until the year following the year of termination to the extent a payment would otherwise be subject to Code Section 162(m).

(c)Post-2008 Account.  With respect to the Post-2008 Account, no election as to form of payment is permitted under the Plan.  Notwithstanding Section 5.3, payments with respect to a Post-2008 Account shall not be made until the year following the year of termination to the extent a payment would otherwise be subject to Code Section 162(m).

5.3Commencement of Benefit.

(a)Pre-2005 Account.  Except in the case of a distribution upon death pursuant to Section 5.6 hereof, payment of a Participant’s Pre-2005 Account under this Plan shall commence at (or as soon as

7

administratively feasible after) the time selected by the Participant (under the Prior Plan or this Plan) from the list below, which selection must be made at least one year prior to the commencement of payment:

(i)upon separation from service,

(ii)on the date which is a specified number of months after separation from service, or

(iii)on a specified date,

PROVIDED that the selection of a payment commencement date with respect to the Pre-2005 Account may be changed (subject to the following sentence) by a Participant prior to separation from service, so long as the new payment commencement date is at least one year after the date of change in election.  If the Administrator receives, within one year of the selected payment commencement date with respect to the Pre-2005 Account, a new election to change the payment commencement date, such election will be void, and the prior election will govern.

In no event shall the date for commencement of payments with respect to the Pre-2005 Account occur prior to separation from service, and notwithstanding any election to the contrary, benefits shall commence to be paid after a Participant has both attained age 701/2 and separated from service.

(b)2005-2008 Calendar Year Accounts.  Except in the case of a distribution upon death pursuant to Section 5.6 hereof and subject to paragraph (d) below, payment with respect to a 2005-2008 Calendar Year Account under this Plan shall commence at the time selected by the Participant under the Prior Plan from the list below:

(i)upon separation from service,

(ii)on the date which is a specified number of months after separation from service, or

(iii)on a specified date,

PROVIDED that the selection of a payment commencement date with respect to a 2005-2008 Calendar Year Account may be changed in accordance with Section 5.4 below.

In no event shall the date for commencement of payments with respect to a 2005-2008 Calendar Year Account occur prior to separation from service, and notwithstanding any election to the contrary, benefits shall commence to be paid after a Participant has both attained age 70½ and separated from service.

Notwithstanding anything in the foregoing and subject to paragraph (d) below, payment with respect to a 2005-2008 Calendar Year Account shall be paid (or shall commence to be paid) on or as soon as practicable after the date determined pursuant to the above but not later than 30 days after such date.

(c)Post-2008 Account.  Except in the case of a distribution upon death pursuant to Section 5.6 hereof, the single lump sum payment with respect to a Post-2008 Account under this Plan shall be made on or as soon as practicable after the date that is six months after the Participant’s separation from service but not later than 30 days after such date.

(d)Six Month Delay for Specified Employees.  If, at the time the Participant becomes entitled to 2005-2008 Calendar Year Account payments under the Plan, the Participant is a Specified Employee (as defined and determined under Code Section 409A), then, notwithstanding any other provision in the Plan to the contrary, the following provision shall apply.  2005-2008 Calendar Year Account payments considered deferred compensation under Code Section 409A which are determined to be payable upon a Participant’s separation from service as determined under Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to the Participant on or as soon as practicable after the date that is six months after the Participant’s separation

8

from service but not later than 30 days after such date.  Any such 2005-2008 Calendar Year Account payments that would otherwise have been paid to the Participant during this six-month period shall instead be aggregated (subject to the earnings, gains and losses credited to the 2005-2008 Calendar Year Account during such time) and paid to the Participant pursuant to the preceding sentence.  Any 2005-2008 Calendar Year Account payments to which the Participant is entitled to be paid after the date that is six (6) months after the Participant’s separation from service shall be paid to the Participant in accordance with the applicable terms of this Plan.

5.4Change in Payment Selection for 2005-2008 Calendar Year Accounts.  A Participant may change his payment form and payment commencement date election with respect to a 2005-2008 Calendar Year Account only upon written notice in a form acceptable to the Administrator, so long as: (i) the new election is made at least twelve (12) months before the original payment commencement date, (ii) the new election does not take effect until at least twelve (12) months after the date on which such election is made, and (iii) the original payment commencement date is deferred for a period of not less than five (5) years.

5.5Source of Benefit Payments.  Any Deferred Account payable to a Participant or a Participant’s Beneficiary shall be paid from the general assets of the Company.

5.6Payment at Death of Participant.  In the event a Participant dies before payment of his Account under this Plan commences, or in the event a Participant dies after such payment commences but before he has received the entire balance in his Account, payment of such Participant’s Account under this Plan shall commence to the Beneficiary (in the payment form selected by the Participant with respect to a Participant’s Pre-2005 Account and 2005-2008 Calendar Year Accounts, or in a single lump sum payment with respect to a Participant’s Post-2008 Account), but with benefit payments to commence on or as soon as practicable after the Participant’s death but not later than 60 days after such date, if payments had not previously commenced.  So long as an Account remains in this Plan with respect to a Beneficiary, that Account shall continue to be credited with earnings, gains and losses, and a Beneficiary may continue to change Deferred Mutual Funds as provided in Section 4.4.

5.7Beneficiary Designation.  The Beneficiary or Beneficiaries who shall receive the Participant’s interest in this Plan in the event of the Participant’s death shall be identical to the Beneficiary or Beneficiaries identified under the Qualified Savings Plan.  There shall be no separate beneficiary election with respect to this Plan.

9

ARTICLE VI

ADMINISTRATION OF THE PLAN

6.1Administration by the Company.  The Company, acting under the supervision of the Compensation Committee, shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof.

6.2General Powers of Administration.  All provisions set forth in the Qualified Savings Plan with respect to the administrative powers and duties of the Company, expenses of administration, and procedures for filing claims shall also be applicable with respect to the Plan.  The Company shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan.

6.3409A Compliance.  To the extent any provision of the Plan or action by the Committee or Company would subject any Participant to liability for interest or additional taxes under Code Section 409A(a)(1)(B), or make Pre-2005 Account amounts subject to Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.  It is intended that the Plan will comply with Code Section 409A, and that the Pre-2005 Account amounts be exempt from Code Section 409A coverage, and the Plan shall be interpreted and construed on a basis consistent with such intent.  The Plan may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A and to maintain Code Section 409A exemption for the Pre-2005 Account amounts.  For purposes of this Plan with respect to 2005-2008 Calendar Year Accounts and Post-2008 Accounts, a “termination of employment”, “termination”, “retirement” or “separation from service” (or other similar term having a similar import) under this Plan shall have the same meaning as a “separation from service” as defined in Code Section 409A.  Nothing in this Plan (including, without limitation, the preceding) shall be construed as a guarantee of any particular tax effect for Plan benefits.

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ARTICLE VII

AMENDMENT OR TERMINATION

7.1Amendment or Termination.  The Company intends the Plan to be permanent but reserves the right, subject to Article IX, to amend or terminate the Plan when, in the sole opinion of the Company, such amendment or termination is advisable.  Any such amendment or termination shall be made pursuant to a resolution of the Compensation Committee and shall be effective as of the date of such resolution or as specified therein.

7.2Effect of Amendment or Termination.  No amendment or termination of the Plan shall directly or indirectly deprive any current or former Participant or Beneficiary of an Account balance which has accrued under this Plan prior to the effective date of such amendment or termination.

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ARTICLE VIII

GENERAL PROVISIONS

8.1Funding.  The Plan is intended to constitute and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan for a select group of management and highly compensated employees under ERISA.  The Plan at all times shall be entirely unfunded and the Company shall not be required at any time to segregate any assets of the Company for payment of any benefits hereunder.  No Participant, Beneficiary or any other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant, Beneficiary or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Plan.

Notwithstanding the foregoing, the Company may, in its sole discretion at any time or from time to time, establish segregated funds, escrow accounts or trust funds (including through a grantor trust) whose primary purpose would be for the provision of benefits under this Plan.  If such funds or accounts are established, however, individuals entitled to benefits hereunder shall not have any identifiable interest in any such funds or accounts nor shall such individuals be entitled to any preference or priority with respect to the assets of such funds or accounts.  These funds and accounts would still be available to judgment creditors of the Company and to all creditors in the event of the Company’s insolvency or bankruptcy.

8.2General Conditions.  Any accounts payable under the Qualified Savings Plan shall be paid solely in accordance with the terms and conditions of the Qualified Savings Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Qualified Savings Plan.

8.3No Guaranty of Benefits.  Nothing contained in the Plan shall constitute a guaranty by the Company or any other entity or person that the assets of the Company will be sufficient to pay any benefit hereunder.

8.4No Enlargement of Employee Rights.  No Participant or Beneficiary shall have any right to a benefit under the Plan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company, nor to create or confer on any Participant the right to defer compensation or receive a matching contribution credit with respect to any future period of service with the Company.  Nothing in the Plan shall interfere in any way with the right of the Company to terminate a Participant’s service at any time with or without cause or notice and whether or not such termination results in any adverse effect on the individual’s interests under the Plan.

8.5Spendthrift Provision.  No interest of any person or entity in, or right to receive a benefit under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a benefit be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.  No Deferred Mutual Fund Units shall be pledged, hypothecated, or transferred by a Participant other than by will or the laws of descent and distribution.

8.6Applicable Law.  The Plan (including, without limitation, any rules, regulations, determinations or decisions made by the Committee or Company relating to the Plan) shall be construed and administered exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.

8.7Small Benefits.  If at any time an Account payable under this Plan has a value of less than $25,000, the Company shall pay such Account to the Participant or Beneficiary in a single lump sum in lieu of any further benefit payments hereunder.

8.8Incapacity of Recipient.  If any person entitled to a benefit payment under the Plan is deemed by the Company to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person,

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the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.

8.9Corporate Successor.  The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the reorganization, merger or consolidation of the Company into or with any other corporation or entity, but shall be continued after such transfer, sale, reorganization, merger or consolidation.

8.10Unclaimed Benefit.  Each Participant shall keep the Company informed of his current address.  The Company shall not be obligated to search for the whereabouts of any person.  If the location of a Participant is not made known to the Company within three (3) years after the date on which payment of the Participant’s Account may first be made, payment may be made as though the Participant had died at the end of the three-year period.  If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Company is unable to locate any Beneficiary for the Participant, then the Company shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary or any other person and such benefit shall be irrevocably forfeited.

8.11Limitations on Liability.  Notwithstanding any of the preceding provisions of the Plan, neither the Company nor any individual acting as an employee or agent of the Company shall be liable to any Participant, former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.

8.12Duties of Participants and Beneficiaries.  The Participant and any Beneficiaries of a Participant shall, as a condition of receiving benefits under this Plan, be obligated to provide the Compensation Committee with such information as the Compensation Committee shall require in order to determine Account balances, calculate benefits under this Plan, or otherwise administer the Plan.

8.13Taxes and Withholding.  As a condition to any payment or distribution pursuant to the Plan, the Company may require a Participant to pay such sum to the Company as may be necessary to discharge its obligations with respect to any taxes, assessments or other governmental charges imposed on property or income received by the Participant thereunder.  The Company may deduct or withhold such sum from any payment or distribution to the Participant.  For each payroll period in which a Participant defers compensation or receives a matching contribution credit, or at such other time as the Company may determine necessary or desirable, the Company may withhold from that portion of the Participant’s compensation that is not being deferred, in a manner determined by the Company, the participant’s share of FICA and any other taxes due; provided, however, that the Company may reduce the applicable amount deferred if necessary to comply with applicable withholding requirements.

8.14Treatment for Other Compensation Purposes.  Payments received by a Participant under the Plan shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company, unless expressly so provided by such other plan, contract or arrangement.

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ARTICLE IX

CHANGE-OF-CONTROL

9.1Benefit Rights Upon Change-of-Control.  Notwithstanding any other provision of the Plan to the contrary, in the event of a Change-of-Control, the Company or any successor shall be prohibited from amending or terminating the Plan in any manner so as to deprive, directly or indirectly, any current or former Participant or Beneficiary of all or any portion of any Account which has accrued under this Plan prior to the effective date of such amendment or termination.  Following a Change-of-Control, no action shall be taken under the Plan that will cause any Pre-2005 Account amounts to be subject to Code Section 409A coverage, or cause any 2005-2008 Calendar Year Accounts and Post-2008 Accounts to fail to comply in any respect with Code Section 409A, in either case without the written consent of the Participant or Beneficiary (as applicable).

Notwithstanding anything to the contrary, and to the extent consistent with Code Section 409A, on or prior to a Change-of-Control, the Company shall, (i) to the extent not previously established, establish a grantor trust, and (ii) fund such grantor trust with a single, irrevocable lump sum contribution which is, when combined with any other assets already held in the grantor trust, equal to the value of all vested Accounts under the Plan through the date of such Change-of-Control.  If a Participant shall continue to be employed by the Company or any successor after such Change-of-Control, each calendar year the Company (or any successor) shall, as soon as possible, but in no event later than 30 days following the end of such calendar year, make an irrevocable contribution to the grantor trust in an amount that is necessary in order to maintain an account for the Participant that is equal to his or her vested Account under the Plan at the end of the applicable calendar year.  After a Change-of-Control, if the assets of the grantor trust are not sufficient to make payment of Plan benefits at any time, the Company (or any successor) shall, as soon as possible, but in no event later than 30 days following notice from the trustee, make an irrevocable contribution sufficient to enable the trustee to make such Plan benefit payments.  The Company (or any successor) shall provide such information as reasonably requested by the trustee in order for the trustee to fulfill its duties (including, without limitation, making Plan benefit determinations after a Change-of-Control) under the grantor trust agreement.  As provided under Section 8.1, the Company shall retain beneficial ownership of all assets transferred to the grantor trust and such assets will be subject to the claims of the Company’s creditors.

9.2Definition of Change-of-Control.  For purposes of this Plan, a “Change of Control” shall be deemed to have occurred if:

(a)Any “Person” (as defined below), excluding for this purpose the Company or any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, or any entity organized, appointed or established for or pursuant to the terms of any such plan which acquires beneficial ownership of common shares of the Company, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the common shares of the Company then outstanding; PROVIDED, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of common shares of the Company by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the common shares of the Company then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in common shares of the Company shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of common shares of the Company representing twenty-five percent (25%) or more of the common shares of the Company then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the common shares of the Company then outstanding, then no Change of Control shall be deemed to have occurred.  For purposes of this paragraph (a), the following terms shall have the meanings set forth below:

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(i)“Person” shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of any such entity.

(ii)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(iii)A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(A)which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);

(B)which such Person or any of such Person’s Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (a) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(C)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to subparagraph (a)(iii)(B)(2) above) or disposing of any securities of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(b)During any period of two (2) consecutive years, individuals who at the beginning of such two-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to

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effect a transaction described in paragraph (a), above, or paragraph (c), below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

(c)The consummation of (i) a plan of complete liquidation of the Company, (ii) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, (iii) a plan of merger or consolidation of the Company with any other corporation, or (iv) a similar transaction or series of transactions involving the Company (any transaction described in parts (i) through (iv) of this paragraph (c) being referred to as a “Business Combination”), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.

A “Change of Control” shall not include any transaction described in paragraph (a) or (c), above, where, in connection with such transaction, a participant and/or any party acting in concert with that participant shall substantially increase their, his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal services).

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ARTICLE X

SPECIAL PROVISIONS

10.1Transfer of Liabilities from Prior Plan.  The purpose of this Section 10.1 is to provide for the transfer of liabilities from the Prior Plan to this Plan with respect to Flowco Employees as set forth in the EMA.

(a)Flowco Employees shall be eligible to participate in this Plan for the 2015 Plan Year to the extent they were eligible to participate in the Prior Plan immediately prior to the Effective Date.

(b)The compensation paid by SPX Corporation and its subsidiaries to a Flowco Employee  that was recognized under the Prior Plan immediately prior to the Effective Date shall be credited and recognized for all applicable purposes under this Plan as though it were compensation from the Company or its affiliates.

(c)On the Effective Date, and subject to such terms and conditions as the Administrator may establish, all liabilities attributable to Flowco Employees shall be transferred from the Prior Plan to this Plan. The Plan shall credit each such Flowco Employee’s Account with an amount equal to his or her account balance under the Prior Plan as of the Effective Date.

(d)The Plan shall recognize, implement and honor all deferral and distribution elections made by each Flowco Employee under the Prior Plan (including, but not limited to, any election to defer any compensation during the 2015 Plan Year, and how and when such deferral and matching contribution credits are made).

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EX-10.10

Exhibit 10.10

SPX FLOW

STOCK COMPENSATION PLAN

SECTION 1.   ESTABLISHMENT, PURPOSES AND EFFECTIVE DATE OF PLAN

1.1.         Establishment.  SPX FLOW, Inc. (the “Company”), a Delaware corporation, hereby establishes the SPX FLOW Stock Compensation Plan (the “Plan”) to provide for the award of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Units (“Awards”) to eligible individuals.

1.2.         Effective Date.  The Plan was approved by SPX Corporation (“SPX”), as the sole shareholder of the Company, and by the Board, on [•].  The Plan shall be effective as of such approval date (the “Effective Date”).

1.3.         Distribution.  The Company has entered into a Separation and Distribution Agreement with SPX Corporation (the “Separation Agreement”), which provides for a “Distribution” (as defined in the Separation Agreement), by which SPX will separate into two separate, publicly traded companies, SPX and the Company. Until the Distribution, the Company is a wholly owned subsidiary of SPX.

1.4.         Purpose.

(a)           Generally.  The purpose of the Plan is to advance the interests of the Company and its Subsidiaries and divisions by (a) encouraging and providing for the acquisition of equity interests in the Company by Participants, thereby increasing the stake in the future growth and prosperity of the Company, and furthering the Participants’ identity of interest with those of the Company’s shareholders, and (b) enabling the Company to compete with other organizations in attracting, retaining, promoting and rewarding the services of Participants.

(b)           Replacement Awards.  In addition to the general purposes described in Section 1.4(a), this Plan is established to issue Awards in partial or full substitution for awards relating to common shares of SPX prior to the Distribution, in accordance with the terms of an Employee Matters Agreement (as defined hereafter).

SECTION 2.   DEFINITIONS

2.1.         Definitions.  Whenever used herein, the following terms shall have their respective meanings set forth below:

(a)           “Award” means, individually or collectively, a grant under this Plan of  Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Units, made to eligible individuals.

(b)           “Award Agreement” means an agreement entered into between the Company and a Participant (which may be in electronic format) setting forth the terms and conditions applicable to the Award granted to the Participant.

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(c)           “Board” means the Board of Directors of the Company.

(d)           “Cause” means, except as otherwise defined in any applicable Award Agreement, (i) a Participant’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to such Participant that specifically identifies the manner in which the Company believes that the Participant has not substantially performed his duties, and after such Participant has failed to resume substantial performance of his duties on a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) a Participant willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the Participant having been convicted of (or pleaded nolo contendere to) a felony that impairs his ability to substantially perform his duties with the Company.  For the purposes of this Subsection 2.1(d), “Cause” shall include those situations if, within 12 months after a Participant’s employment or association with the Company has ended, facts and circumstances are discovered that would have justified a termination for Cause.

(e)           “Change of Control” means, except as otherwise defined in any applicable Award Agreement, the first occurrence of any of the following events after the Effective Date:

(i)            Any “Person” (as defined below), excluding for this purpose the Company or any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, and any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock of the Company then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred.  For purposes of this Subsection 2(e), the following terms shall have the meanings set forth below:

(A)          “Person” shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of any such entity.

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(B)          “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the regulations and guidance promulgated thereunder (the “Exchange Act”).

(C)          A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(I)            which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);

(II)          which such Person or any of such Person’s Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (a) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(III)        which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Subsection 2(e)(i)(C)(II)(2) above) or disposing of any securities of the Company.

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Notwithstanding anything in this definition of “Beneficial Ownership” to the contrary, the phrase “then outstanding,” when used with reference to a Person’s beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(ii)           During any period of two (2) consecutive years after the Distribution Date, individuals who at the beginning of such two (2)-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a transaction described in Subsection 2(e)(i), above, or Subsection 2(e)(iii), below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

(iii)          The consummation of: (A) a plan of complete liquidation of the Company, (B) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, (C) a plan of merger or consolidation of the Company with any other corporation, or (D) a similar transaction or series of transactions involving the Company (any transaction described in parts (A) through (D) of this Subsection 2(e)(iii) being referred to as a “Business Combination”), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five percent (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.

Notwithstanding any provision in this Agreement to the contrary, a “Change of Control” shall not include any transaction described in Subsection 2(e)(i) or (e)(iii), above, where, in connection with such transaction, a Participant and/or any party acting in concert with the Participant substantially increase the Participant’s, his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal Services).

Notwithstanding the foregoing, the Distribution will not constitute a Change of Control for the purposes of this Plan.

(f)            “Code” means the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder.

(g)           “Committee” means the Compensation Committee of the Board, or, if applicable, the delegate of the Compensation Committee of the Board as permitted or required herein; provided, however, that prior to the initial formation of the Compensation

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Committee of the Board, references in this Plan to the Committee will be deemed to be references to the Board.

(h)           “Common Stock” means the common stock, par value $0.01 (or any amended par value), of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Subsection 5.3.

(i)            “Company” means SPX FLOW, Inc., a Delaware corporation, and any successor thereto.

(j)            “Covered Employee” shall mean a Participant who the Committee determines is or may be one of the group of “covered employees” as defined in the regulations promulgated under Code Section 162(m), or any successor statute.

(k)           “Disability” means, except as otherwise defined in any applicable Award Agreement, in the written opinion of a qualified physician selected by the Company, the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under the Company’s disability plan.

(l)            “Employee Matters Agreement” means the Employee Matters Agreement entered into by and between SPX and the Company setting forth certain rights and obligations of the parties in connection with the Distribution.

(m)          “Fair Market Value” means, except as otherwise defined in any applicable Award Agreement, as of any date, the closing price of one share of Common Stock on the New York Stock Exchange (or on such other recognized market or quotation system on which the trading prices of Common Stock are traded or quoted at the relevant time) on the date as of which such Fair Market Value is determined.  If there are no Common Stock transactions reported on the New York Stock Exchange (or on such other exchange or system as described above) on such date, Fair Market Value shall mean the closing price for a share of Common Stock on the immediately preceding day on which Common Stock transactions were so reported.  If there is no regular public trading market for the Common Stock, Fair Market Value shall be the fair market value of the Common Stock as determined in good faith by the Committee.

(n)           “Key Employee” means an employee of the Company or of a Subsidiary, including an officer or director, who, in the opinion of the Committee, can contribute significantly to the growth and profitability of the Company or a Subsidiary.  Key Employees also may include those employees identified by the Committee to be in situations of extraordinary performance, promotion, retention or recruitment.  The awarding of a grant under this Plan to an employee by the Committee shall be deemed a determination by the Committee that such employee is a Key Employee.

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(o)           “Mature Common Stock” means Common Stock that has been acquired by the holder thereof on the open market or that has been acquired pursuant to this Plan or another employee benefit arrangement of the Company.

(p)           “Non-Employee Director” means any person who is a member of the Board and who is not, as of the date of an Award, an employee of the Company or any of its Subsidiaries.

(q)           “Options” or “ Stock Options” means the right granted to a Participant to purchase Common Stock at a stated price for a specified period of time.  For purposes of the Plan, an Option may be either (i) an “incentive stock option” within the meaning of Code Section 422, or (ii) a “nonqualified stock option” which is intended not to fall under the provisions of Code Section 422.

(r)            “Option Price” means the price at which each share of Common Stock subject to an Option may be purchased, determined in accordance with Subsection 7.3.

(s)            “Participant” means each Non-Employee Director, any Key Employee or any individual consultant or independent contractor, providing services to the Company or any Subsidiary designated by the Committee to participate in this Plan pursuant to Section 3.  The term “Participant” shall also include an SPX Participant; provided that, pursuant to Section 18.17, an SPX Participant who is not otherwise eligible to be a Participant pursuant to Section 3 may receive only Replacement Awards.

(t)            “Performance-Based Exception” shall mean the performance-based exception from the deductibility limitations as set forth in Code Section 162(m).

(u)           “Performance Unit” means an award granted to a Participant pursuant to Section 10.

(v)           “Period of Restriction” means the period during which the transfer of shares of Restricted Stock or Restricted Stock Units are restricted pursuant to Section 9.

(w)          “Replacement Award” means an Award that is issued under this Plan in accordance with the Employee Matters Agreement, in substitution of, or in accordance with, an outstanding award granted under the SPX Plan which is held by a Participant immediately before the Distribution.

(x)           “Restricted Stock” means the Common Stock granted to a Participant pursuant to Section 9.

(y)           “Restricted Stock Unit” or “RSU” means a notional account established pursuant to an Award granted to a Participant, as described in Section 9, that is (i) valued solely by reference to shares of Common Stock, and (ii) subject to restrictions specified in the Award Agreement.  The restrictions on, and risk of forfeiture of, RSUs generally will expire on a specified date, upon the occurrence of an event or achievement of performance goals, or on an accelerated basis under certain circumstances specified in the Plan or the Award Agreement.

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(z)           “Retirement” means, except as otherwise defined in any applicable Award Agreement, at the time of the Participant’s termination of Service, the Participant is age 55 or older, has completed five years of Service with the Company or a Subsidiary (provided that the Subsidiary has been directly or indirectly owned by the Company for at least three years) and voluntarily elects to retire by providing appropriate notice to the Company.

(aa)         “Service” means, except as otherwise defined in any applicable Award Agreement,  the provision of personal services to the Company or its Subsidiaries in the capacity of (i) an employee, (ii) a Non-Employee Director, or (iii) a consultant or independent contractor.  A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Company or its Subsidiaries, a transfer of the Participant among the Company and its Subsidiaries, or a change in the Company or Subsidiary for which the Participant renders such Service, provided in each case that there is no interruption or termination of the Participant’s Service.  A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the time that the entity for which the Participant performs Service ceases to be a Subsidiary or otherwise part of the Company.  Subject to the foregoing and the requirements of Code Section 409A, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination.

(bb)         “SPX” means SPX Corporation, a Delaware corporation.

(cc)         “SPX Participant” means a current or former employee, officer or member of the board of directors of SPX or any of its subsidiaries, or any other person, who holds a stock option, restricted stock, restricted stock unit or other award under the SPX Plan as of immediately prior to the Distribution.

(dd)         “SPX Plan” means the SPX Corporation 2002 Stock Compensation Plan, as amended, or any similar or predecessor plan sponsored by SPX under which any awards remain outstanding as of the date immediately prior to the Distribution.

(ee)         “Stock Appreciation Right” means the right to receive a cash payment or the Fair Market Value in shares of Common Stock (or any combination thereof) from the Company equal to the excess of the Fair Market Value of a share of Common Stock at the date of exercise of the Right over a specified price fixed by the Committee at grant (exercise price), which shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant.  In the case of a Stock Appreciation Right which is granted in conjunction with an Option, the specified price shall be the Option Price.

(ff)          “Subsidiary” means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more of the combined voting power of all classes of stock entitled to vote, and any other business organization, regardless of form, in which the Company possesses, directly or indirectly, 50% or more of the total combined equity interests in such organization.

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2.2.         Gender and Number.  Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

SECTION 3.   ELIGIBILITY AND PARTICIPATION

3.1.         Subject to Section 18.17, Participants in the Plan to whom Awards shall be granted shall be selected by the Committee from among the Key Employees or any individual consultant or independent contractor providing Services to the Company or any Subsidiary.  Non-Employee Directors may also be Participants in the Plan; provided that, Awards made to Non-Employee Directors under Sections 7, 8, 9, or 10 of the Plan shall be in the amounts and subject to the terms and conditions approved by the Board or the Board’s Nominating and Governance Committee.

SECTION 4.   ADMINISTRATION

4.1.         Administration.  The Plan shall be administered by the Compensation Committee of the Board.  The administration of the Plan shall include the ability to administer any Award Agreement.  For purposes of any Award by the Committee that is intended to be exempt from the restrictions of Section 16(b) of the Exchange Act, the Committee shall consist only of independent directors who qualify as “non-employee directors,” as defined in Rule 16b-3 under the Exchange Act.  For purposes of any Award granted under the Plan by the Committee that is intended to qualify for the Performance-Based Exception, the Committee shall consist only of directors who qualify as “outside directors,” as defined in Code Section 162(m) and the related regulations.

4.2.         Authority.  The Committee shall have the authority, subject to the terms of the Plan, to determine the Participants to whom Awards shall be granted, the type or types of Awards to be granted and the terms and conditions of any and all Awards including, but not limited to, the number of shares of Common Stock subject to an Award, the time or times at which Awards shall be granted, and the terms and conditions of applicable Award Agreements.  The Committee may establish different terms and conditions for different types of Awards, for different Participants receiving the same type of Award, and for the same Participant for each type of Award such Participant may receive, whether or not granted at the same or different times.  The Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it deems necessary to determine eligibility to participate in the Plan and for the proper administration of the Plan, and may amend or revoke any rule or regulation so established.  The Committee may make such determinations and interpretations under or in connection with the Plan as it deems necessary or advisable.  The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants who receive, or are eligible to receive, Awards under the Plan, whether or not such Participants are similarly situated.  All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its Subsidiaries and divisions, its stockholders, all Participants, and all employees, and upon their respective legal representatives, beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them.  The terms of any plan or guideline adopted by the Committee and applicable to an Award shall be deemed incorporated in and part of the related Award Agreement.  The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or

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other non-paper means for the Participant’s acceptance of, or actions under, an Award Agreement unless otherwise expressly specified herein.  The Committee may appoint accountants, actuaries, counsel, advisors and other persons that it deems necessary or desirable in connection with the administration of the Plan.  In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.

4.3.         Delegation.  The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations as the Committee shall determine.  In no event shall any such delegation of authority be permitted with respect to Awards to be granted to any member of the Board or to any Key Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act or who is a “Covered Employee” under Code Section 162(m).  The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan.  In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose.  Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

SECTION 5.   STOCK SUBJECT TO PLAN

5.1.         Number.

(a)           Generally.  The total number of shares of Common Stock available for issuance under the Plan shall not exceed three million (3,000,000) plus the number of shares awarded in connection with Replacement Awards made pursuant to Section 18.17; provided, however, that total number of shares of Common Stock available for issuance under the Plan shall be subject to adjustment upon occurrence of any of the events indicated in Subsection 5.3, and shall be reduced by one (1) share of Common Stock for every one (1) share that is subject to an Award. The shares of Common Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued shares of Common Stock or Common Stock held in or acquired for the treasury of the Company and not reserved for any other purpose.

(b)           Participant Limits (Excluding Non-Employee Directors).  The maximum aggregate number of shares of Common Stock (including Options, Restricted Stock, RSUs, Stock Appreciation Rights and Performance Units to be paid out in shares of Common Stock) that may be granted or that may vest with respect to awards granted in any one fiscal year to a Participant (excluding a Non-Employee Director) shall be [·], subject to adjustment upon the occurrence of any of the events indicated in Subsection 5.3; provided, however, in the case of awards granted in the form of Performance Units, the Committee may instead provide for a cash payment, in which case the maximum aggregate cash payment for any fiscal year shall not exceed the fair market value (determined as of the date of vesting or payout, as applicable) of [•] shares of Common Stock, subject to adjustment under Subsection 5.3.

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(c)Non-Employee Director Limits. The maximum aggregate number of shares of Common Stock (including Options, Restricted Stock, RSUs, Stock Appreciation Rights and Performance Units to be paid out in shares of Common Stock) that may be granted or that may vest with respect to awards granted in any one fiscal year to a Non-Employee Director shall be [·], subject to adjustment upon the occurrence of any of the events indicated in Subsection 5.3; provided, however, in the case of awards granted in the form of Performance Units, the Committee may instead provide for a cash payment, in which case the maximum aggregate cash payment for any fiscal year shall not exceed the fair market value (determined as of the date of vesting or payout, as applicable) of [·] shares of Common Stock, subject to adjustment under Subsection 5.3.

(d)Replacement Awards.  Replacement Awards made pursuant to Section 18.17 shall not count against the individual limits above.

5.2.Unused Stock.  In the event that any shares of Common Stock that are subject to an Option which, for any reason, expires, terminates or is canceled as to such shares, or any shares of Common Stock subject to a Restricted Stock or RSU award made under the Plan are reacquired by the Company pursuant to the Plan, or any Stock Appreciation Right expires unexercised, such shares and rights again shall become available for grant under the Plan.  The shares of Common Stock that become available for new Awards under this Subsection 5.2 shall include shares of Common Stock with respect to Awards that were issued prior to the Effective Date, to the extent that such Awards expire, terminate, are cancelled or are otherwise settled without the issuance of shares of Common Stock on or after the Effective Date.  Any shares of Common Stock that again become available for grant pursuant to this Subsection 5.2 shall be added back as one (1) share of Common Stock.

For purposes of determining the number of shares of Common Stock subject to grant under this Subsection or Subsection 5.1 above, with respect to Options and Stock Appreciation Rights, the following shares of Common Stock shall not be added back to the Plan as shares available for grant under the Plan:  (a) shares of Common Stock purchased on the open market with the proceeds of Option exercises, (b) shares of Common Stock tendered to pay the exercise price of Options or withheld for taxes, or (c) shares subject to Stock Appreciation Rights that are not issued on the stock settlement of the Stock Appreciation Rights.

5.3.Adjustment in Capitalization.  In the event of any change in the Common Stock of the Company through stock dividends or stock splits, a corporate spin-off, reverse spin-off, split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the aggregate number of shares of Common Stock subject to each outstanding Option and any other Award granted under the Plan shall be appropriately adjusted by the Committee.  Such mandatory adjustment may include a change in any or all of (a) the number and kind of shares of Common Stock which thereafter may be awarded or optioned and sold under the Plan (including, but not limited to, adjusting any limits on the number and types of Awards that may be made under the Plan), (b) the number and kind of shares of Common Stock subject to outstanding Awards, (c) the Option Price, grant, exercise or conversion price with respect to any Award, (d) the performance goals which may be applicable to any outstanding Awards, and (e) such other

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equitable substitutions or adjustments may be made, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.  Without limiting the preceding sentence, in the case of any such transaction described above, the adjustments may consist of either (i) making appropriate provision for the protection of outstanding Awards by the substitution on an equitable basis of appropriate equity interests or awards similar to the Awards (or, in the event no such similar equity interests may be identified, a nonqualified deferred compensation account allocation of equivalent value), provided that the substitution neither enlarges nor diminishes the value and rights under the Awards; or (ii) upon written notice to the Participants, providing that Awards will be exercised, distributed, cashed out or exchanged for value pursuant to such terms and conditions (including the waiver of any existing terms or conditions including but not limited to vesting restrictions or exercise waiting periods) as shall be specified in the notice.  The number of shares of Common Stock subject to any Award shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with Code Sections 424, 409A and 162(m) to the extent the Awards subject to adjustment are subject to such Code Sections.

5.4.Awards Subject to Minimum Vesting Period.  Except as otherwise provided under the Plan or any applicable Award Agreement, any Award granted under this Plan after the Effective Date shall not vest sooner than one year after the date of grant, provided that up to 5% of the shares available for issuance under the Plan under this Section 5 as of the Effective Date may be granted under Awards without any minimum vesting requirements. Replacement Awards granted pursuant to Section 18.17 shall not be subject to a minimum vesting period nor taken into account when determining the total shares available for insurance under this Section 5.4.

SECTION 6.   DURATION OF PLAN

The Plan shall remain in effect, subject to the Board’s right to earlier terminate the Plan pursuant to Section 15 hereof, until all Common Stock subject to it shall have been purchased or granted pursuant to the provisions hereof.  However, no Award may be granted under the Plan on or after [·], which is the tenth anniversary of the Plan’s current Effective Date.  Upon termination of the Plan, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with the terms of the Plan and the applicable Award Agreement.

SECTION 7.   STOCK OPTIONS

7.1.Grant of Options.  Subject to the provisions of Sections 5 and 6, Options may be granted to Participants at any time and from time to time as shall be determined by the Committee.  Subject to Subsection 5.1 and this Subsection 7.1, the Committee shall have complete discretion in determining the number of Options granted to each Participant.  The Committee also shall determine whether an Option is an incentive stock option within the meaning of Code Section 422, or a nonqualified stock option.  However, in no event shall the Fair Market Value (determined at the date of grant) of Common Stock for which incentive stock options become exercisable for the first time in any calendar year exceed $100,000, computed in accordance with Code Section 422(b)(7).  In addition, no incentive stock option shall be granted to (a) a Non-Employee Director, or (b) any person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the

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Company.  Nothing in this Section 7 shall be deemed to prevent the grant of nonqualified stock options in excess of the maximum established by Code Section 422.

7.2.Option Agreement.  Each Option shall be evidenced by an Award Agreement that shall specify the type of Option granted, the Option Price, the duration of the Option, the number of shares of Common Stock to which the Option pertains, and such other provisions as the Committee shall determine.  The Award Agreement shall specify whether the Option is intended to be an incentive stock option within the meaning of Code Section 422, or a nonqualified stock option which is intended not to fall under the provisions of Code Section 422.  To the extent that an Option designated as an incentive stock option does not meet the requirements of Code Section 422, it will be treated as a nonqualified stock option under the Plan.

7.3.Option Price.  The Option Price shall be determined by the Committee.  However, no Option granted pursuant to the Plan shall have an Option Price that is less than 100% of the Fair Market Value of one share of Common Stock on the Option grant date.

7.4.Duration of Options.  Each Option shall expire at such time as the Committee shall determine at the date of grant, provided, however, that no Option shall be exercisable later than the tenth anniversary of its grant date.

7.5.Exercise of Options.  Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants.

7.6.Method of Exercise and Payment of Option Price.  Options shall be exercised pursuant to the methods and procedures as shall be established from time to time by the Committee, which may include a broker-assisted cashless exercise arrangement.  The Committee shall determine the acceptable form or forms and timing of payment of the Option Price.  Acceptable forms of paying the Option Price upon exercise of any Option shall include, but not be limited to, (a) cash or its equivalent, (b) tendering shares of previously acquired Mature Common Stock having a fair market value at the time of exercise equal to the total Option Price, (c) directing the Company to withhold shares of Common Stock, which may include attesting to the ownership of the equivalent number of shares of previously-acquired Mature Common Stock having a fair market value at the time of exercise equal to the total Option Price or the election by the Participant to reduce the number of shares of Common Stock that are subject to the portion of the Option being exercised having a Fair Market Value equal to the Option Price, (d) other approved property or (e) by a combination of (a), (b), (c) and/or (d).  The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes.  As soon as practicable, after Option exercise and payment, the Company shall deliver to the Participant Common Stock certificates or other evidence of Common Stock ownership in an appropriate amount based upon the number of Options exercised, issued in the Participant’s name.

7.7.Restrictions on Common Stock Transferability.  The Committee shall impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of any stock exchange upon which such shares of

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Common Stock are then listed and under any blue sky or state securities laws applicable to such shares of Common Stock.

7.8.Termination of Service Due to Death, Disability or Retirement.  In the event the Service of a Participant is terminated by reason of death, any outstanding Options shall become immediately fully vested and exercisable within such period following the Participant’s death as shall be determined by the Committee in the applicable Award Agreement, but in no event beyond the expiration of the term of the Option, by such person or person as shall have acquired the Participant’s rights under the Option by will or by the laws of descent and distribution.  In the event the Service of a Participant is terminated by reason of Retirement or Disability, the Award Agreement with a Participant may provide that any outstanding Options shall become immediately fully vested and exercisable within such period after such date of termination of Service as shall be determined by the Committee, and set forth in the Award Agreement but in no event beyond the expiration of the term of the Option.

7.9.Termination of Service Other Than for Death, Disability or Retirement.  If the Service of the Participant terminates for any reason other than death, Disability or Retirement, the Participant shall have the right to exercise the Option within such period after the date of his termination as shall be determined by the Committee in the applicable Award Agreement, but in no event beyond the expiration of the term of the Option and only to the extent that the Participant was entitled to exercise the Option at the date of his termination of Service.  Regardless of the reasons for termination of Service, incentive stock options must be exercised within the Code Section 422 prescribed time period in order to receive the favorable tax treatment applicable thereto.

7.10.Nontransferability of Options.  Except as provided in this Subsection 7.10, no Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and all Options granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant.  Under such rules and procedures as the Committee may establish, the holder of an Option may transfer such Option to members of the holder’s immediate family (i.e., children, grandchildren and spouse) or to one or more trusts for the benefit of such family members or to partnerships in which such family members are the only partners, provided that (i) the agreement, if any, with respect to such Option, expressly so permits or is amended to so permit, (ii) the holder does not receive any consideration for such transfer, and (iii) the holder provides such documentation or information concerning any such transfer or transferee as the Committee may reasonably request.  Any Options held by any transferees shall be subject to the same terms and conditions that applied immediately prior to their transfer.  The Committee may also amend the agreements applicable to any outstanding Options to permit such transfers.  Any Option not granted pursuant to any agreement expressly permitting its transfer or amended expressly to permit its transfer shall not be transferable.  Such transfer rights shall in no event apply to any incentive stock option.

SECTION 8.   STOCK APPRECIATION RIGHTS

8.1.Grant of Stock Appreciation Rights.  Subject to the terms and provisions of this Plan, Stock Appreciation Rights may be granted to Participants either independent of Options or

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in conjunction with nonqualified stock options at any time and from time to time as shall be determined by the Committee.

8.2.Exercise of Stock Appreciation Rights Granted in Conjunction with a Nonqualified Option.  Stock Appreciation Rights granted in conjunction with a nonqualified stock option may be exercised at such time as provided under the applicable Award Agreement during the term of the related stock option, with a corresponding reduction in the number of shares available under the Option.  Option shares with respect to which the Stock Appreciation Right shall have been exercised may not again be subject to an Option under this Plan.

8.3.Exercise of Stock Appreciation Rights Granted Independent of Options.  Stock Appreciation Rights granted independent of Options may be exercised upon whatever terms and conditions the Committee, in its sole discretion, may provide for the Stock Appreciation Right in the applicable Award Agreement including, but not limited to, a corresponding proportional reduction in previously granted Options.

8.4.Payment of Stock Appreciation Right Amount.  Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive payment of an amount (subject to Subsection 8.6 below) determined by multiplying:

(a)The difference between the Fair Market Value of a share of Common Stock at the date of exercise over the price fixed by the Committee at the date of grant (which price may not be less than the Fair Market Value of a share of Common Stock on the grant date of such Stock Appreciation Right), by

(b)The number of shares with respect to which the Stock Appreciation Right is exercised.

8.5.Form of Payment.  Payment to the Participant, upon the exercise of a Stock Appreciation Right, will be made in cash or paid in the Fair Market Value in shares of Common Stock (or any combination thereof).

8.6.Limit on Appreciation.  The Committee, in its sole discretion, may establish (at the time of grant) a maximum amount per share which will be payable upon exercise of a Stock Appreciation Right.

8.7.Term of Stock Appreciation Right.  The term of a Stock Appreciation Right granted under the Plan shall not exceed ten years from the date of grant.

8.8.Termination of Service.  In the event that the Service of a Participant is terminated by reason of death, Disability or Retirement, or for any other reason, the exercisability of any outstanding Stock Appreciation Rights granted in conjunction with an Option shall terminate in the same manner as specified for their related Options under Subsections 7.8 and 7.9.  The exercisability of any outstanding Stock Appreciation Rights granted independent of Options also shall terminate in the manner provided under Subsections 7.8 and 7.9 or as otherwise provided in the Award Agreement.

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8.9.Nontransferability of Stock Appreciation Rights.  No Stock Appreciation Right granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.  Further, all Stock Appreciation Rights granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant.

SECTION 9.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS

9.1.Grant of Restricted Stock.  Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant shares of Restricted Stock to such Participants and in such amounts as it shall determine.

9.2.Restricted Stock Agreement.  Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the restriction period or periods, the number of Restricted Stock shares granted, and such other provisions as the Committee shall determine.

9.3.Grant of RSUs.  Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant RSUs to such Participants and in such amounts as it shall determine.  Each RSU grant shall be evidenced by an Award Agreement that shall specify the restriction period or periods, the number of RSUs granted, and such other provisions as the Committee shall determine.  Subject to Section 9.9, RSUs shall be settled in shares of Common Stock (or, if provided by the Committee, cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such stated number of shares of Common Stock).  As soon as practicable following the lapse of a Period of Restriction for an award of RSUs, the Participant (or beneficiary, in the case of death) shall be issued one share of Common Stock for each RSU no longer subject to a Period of Restriction on such date.

9.4.Transferability.  Except as provided in this Section 9, neither the shares of Restricted Stock nor the RSUs granted hereunder may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction or for such period of time as shall be established by the Committee and as shall be specified in the Award Agreement, or upon earlier satisfaction of other conditions as specified by the Committee in its sole discretion and set forth in the Award Agreement.  All rights with respect to the Restricted Stock or RSUs granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime only by such Participant.

9.5.Other Restrictions.  The Committee shall impose such other restrictions on any shares of Restricted Stock or RSUs granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws, and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions.

9.6.Certificate Legend.  In addition to any legends placed on certificates pursuant to Subsection 9.5, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following (or similar) legend:

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“The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forth in the SPX FLOW Stock Compensation Plan, rules and administration adopted pursuant to such Plan, and a Restricted Stock grant dated             .  A copy of the Plan, such rules and such Restricted Stock grant may be obtained from the Secretary of SPX FLOW, Inc.”

9.7.Removal of Restrictions.  Except as otherwise provided in this Section or under the applicable Award Agreement, shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant following the lapse of the Period of Restriction, and shares of Common Stock covered by each RSU grant made under the Plan shall be distributed to the Participant as soon as administratively feasible following the lapse of the Period of Restriction.  Once the Period of Restriction lapses on the shares of Restricted Stock, the Participant shall be entitled to have the legend required by Subsection 9.6 removed from his Common Stock certificate.

9.8.Voting Rights.  During the Period of Restriction, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares.

9.9.Dividends and Other Distributions.  During the Period of Restriction, and except as otherwise provided under the applicable Award Agreement, Participants holding shares of Restricted Stock granted hereunder may be entitled to receive dividends and other distributions paid with respect to those shares while they are so held.  Any such dividends or distributions shall be subject to the same restrictions on vesting and transferability as the shares of Restricted Stock with respect to which they were paid.  The Committee, in its discretion, may award dividend equivalent rights with respect to RSUs.  To the extent so awarded, on each dividend record date for Common Stock, the Participant shall be credited with dividend equivalents in the form of additional RSUs.  The amount of additional RSUs to be credited shall be equal to the amount of cash or the number of shares of stock dividends that would have been payable to the Participant if each outstanding RSU on such dividend record date had been a share of issued and outstanding Common Stock.  If such dividends are payable in cash, the cash amount will be converted to RSUs based on the Fair Market Value of the Common Stock on the date such dividends are paid.  RSUs received under this Section 9.9 shall be settled in cash or shares of Common Stock, in the discretion of the Committee, on the same date as the underlying RSUs to which they relate.

9.10.Termination of Service Due to Retirement.  In the event the Service of a Participant is terminated by reason of Retirement, the Award Agreement with a Participant may provide that the remaining Period of Restriction may lapse with respect to any outstanding shares of Restricted Stock or RSUs as of the date of the Participant’s Retirement and, except as otherwise provided in Subsection 9.5 or under the applicable Award Agreement, the shares of Restricted Stock shall thereby be free of restrictions and fully transferable and the shares attributable to RSUs shall be issued.

9.11.Termination of Service Due to Death or Disability.  In the event a Participant’s Service is terminated because of death or Disability, the Award Agreement with a Participant may provide that any remaining Period of Restriction may lapse and, except as otherwise provided in Subsection 9.5 or under the applicable Award Agreement, the shares of Restricted Stock shall

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thereby be free of restrictions and fully transferable and the shares attributable to RSUs shall be issued.

9.12.Termination of Service for Reasons Other Than Death, Disability or Retirement.  In the event that a Participant terminates his or her Service with the Company for any reason other than those set forth in Subsections 9.10 and 9.11 during the Period of Restriction, and except as otherwise provided under the applicable Award Agreement, then any shares of Restricted Stock or RSUs still subject to a Period of Restriction as of the date of such termination shall automatically be forfeited and returned to the Company; provided, however, that, in the event of an involuntary termination of the Service of a Participant by the Company, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such shares and may add such new restrictions to such shares of Restricted Stock or RSUs as it deems appropriate.

SECTION 10.   PERFORMANCE UNITS

Performance Units may be granted subject to such terms and conditions as the Committee in its discretion shall determine.  Performance Units may be granted either in the form of cash units or in share units, including RSUs, which are equal in value to one share of Common Stock, or a combination thereof.  The Committee shall establish the performance goals to be attained in respect of the Performance Units, the various percentages of Performance Unit value to be distributed upon the attainment, in whole or in part, of the performance goals and such other Performance Unit terms, conditions and restrictions as the Committee shall deem appropriate as set forth in an Award Agreement.  As soon as practicable after the termination of the performance period, the Committee shall determine the payment, if any, which is due on the Performance Unit in accordance with the terms thereof.  The Committee shall determine, among other things, whether the payment shall be made in the form of cash or shares of Common Stock, or a combination thereof.

SECTION 11.   CODE SECTION 162(m) PROVISIONS

11.1.Performance Goals.  The Committee, in its discretion, may determine that an award of Restricted Stock, RSUs, or Performance Units to a Covered Employee will be designed to comply with the Performance-Based Exception under Code Section 162(m).  In such case, the level of vesting of the award will depend on the attainment of any of the following performance criteria, either alone or in any combination, which may be expressed with respect to the Company or one or more operating units or groups, as the Committee may determine: (a) cash flow; (b) cash flow from operations; (c) total earnings; (d) earnings per share, diluted or basic; (e) earnings per share from continuing operations, diluted or basic; (f) earnings before interest and taxes; (g) earnings before interest, taxes, depreciation, and amortization; (h) earnings from operations; (i) net asset turnover; (j) inventory turnover; (k) capital expenditures; (l) net earnings; (m) operating earnings; (n) gross or operating margin; (o) debt; (p) working capital; (q) return on equity; (r) return on net assets; (s) return on total assets; (t) return on capital; (u) return on investment; (v) return on sales; (w) net or gross sales; (x) market share; (y) economic value added; (z) cost of capital; (aa) change in assets; (bb) expense reduction levels; (cc) debt reduction; (dd) productivity; (ee) delivery performance; (ff) safety record; (gg) stock price; and (hh) total stockholder return.  Performance goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other companies or indices

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or as ratios expressing relationships between two or more performance goals.  Performance goals may but need not be determinable in conformance with generally accepted accounting principles.

11.2.Performance Period; Adjustments.  The Committee shall determine the performance period over which the designated performance goals shall be attained and shall, in the case of an Award designed to comply with the Performance-Based Exception under Code Section 162(m), establish the performance goals no later than 90 days after the beginning of such performance period (or such other date as may be required or permitted under Code Section 162(m)).  Following the end of the performance period, the Committee shall certify in writing the level of attainment of the performance goal(s).  The Committee may reduce (including a reduction to zero), but may not increase the amount of an available award.  The Committee may provide in any Performance-Based Award, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example, but without limitation, the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.  To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

SECTION 12.   BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death.  Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his estate.  In its discretion, the Committee may permit beneficiary designations by a Participant under the SPX Plan to be effective for such purposes under this Plan.

SECTION 13.   RIGHTS OF PARTICIPANTS

13.1.Service.  Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s Service at any time, nor confer upon any Participant any right to continue in the employ or Service of the Company.

13.2.Participation.  No employee shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant.

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SECTION 14.   CHANGE OF CONTROL

14.1.General.  Notwithstanding any other provision of this Plan to the contrary, the provisions of this Section 14 shall apply in the event of a Change of Control, unless otherwise provided in the applicable Award Agreement.  Following a Change of Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of the Participant.

14.2.Double-Trigger Provisions.  Unless otherwise provided in the Award Agreement, if the Participant is terminated without Cause within two years following the Change of Control, any conditions on the Participant’s rights under, or any restrictions on transfer, vesting or exercisability applicable to, each such Award or Alternative Award (as defined in Section 14.3) held by such Participant shall be waived or shall lapse, as the case may be.  All Options and Stock Appreciation Rights held by the Participant immediately before the termination that the Participant held as of the date of the Change of Control or that constitute Alternative Awards shall remain exercisable for not less than two years following such termination or until the expiration of the stated term of such Option, whichever period is shorter (provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control).

14.3.Alternative Awards.  Upon a Change of Control, and subject to Section 14.4, each outstanding Award shall be replaced with another Award meeting the requirements of Subsection 14.5 (an “Alternative Award”); provided that (a) if an Alternative Award meeting the requirements of Subsection 14.5 cannot be issued, or (b) the Committee so determines at any time prior to the Change of Control, each outstanding Award shall instead become fully vested, exercisable and free of any Period of Restriction immediately prior to the Change of Control.

14.4.Cash Substitution.  Notwithstanding Subsection 14.3, at the discretion of the Committee (as constituted immediately prior to the Change of Control), each such Option, Stock Appreciation Right, or RSU may be canceled in exchange for an amount equal to the product of (a) in the case of Options and Stock Appreciation Rights, the excess, if any, of the product of the Change of Control Price over the exercise price for such Award, and (b) in the case of other such Awards, the Change of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award; provided, further, that where the Change of Control does not constitute a “change in control event” as defined under Code Section 409A, the shares to be issued, or the amount to be paid, for each Award that constitutes deferred compensation subject to Code Section 409A shall be paid at the time or schedule applicable to such Awards (assuming for these payment purposes (but not the lapsing of the Period of Restriction) that no such Change of Control had occurred).  Notwithstanding the foregoing, the Committee may, in its discretion, instead terminate any outstanding Options or Stock Appreciation Rights if either (i) the Company provides holders of such Options and Stock Appreciation Rights with reasonable advance notice to exercise their outstanding and unexercised Options and Stock Appreciation Rights or (ii) the Committee reasonably determines that the Change of Control Price is equal to or less than the exercise price for such Options or Stock Appreciation Rights.  For the purpose of this Subsection 14.4, “Change of Control Price” means the price per share on a fully diluted basis offered in conjunction with any transaction resulting in a Change of Control, as determined in good faith by

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the Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash.

14.5.Qualification of Alternative Awards.  In order for an Award to meet the conditions of this Subsection 14.5 and qualify as an Alternative Award, the Committee (as constituted immediately prior to the Change of Control) must reasonably determine, in good faith, prior to the Change of Control that such outstanding Awards are to be assumed, honored, or new rights substituted by the successor entity following the Change of Control, and that any such Alternative Award will:

(a)be based on shares of Common Stock that are traded on an established U.S. securities market or another public market determined by the Committee prior to the Change of Control;

(b)provide the Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;

(c)have substantially equivalent economic value to such Award (determined at the time of the Change of Control);

(d)contain terms and conditions which provide that in the event that the Participant is terminated without Cause within two years following the Change of Control, any conditions on the Participant’s rights under, or any restrictions on transfer, vesting or exercisability applicable to, each such Award held by such Participant shall be waived or shall lapse, as the case may be; and

(e)be on terms and conditions that do not result in adverse tax consequences to the Participant under Code Section 409A.

The determination of whether the conditions of this Subsection 14.5 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

14.6.Replacement Awards.  Notwithstanding the preceding, if a Change of Control occurs, the Replacement Awards shall be handled as described in the Employee Matters Agreement or any transaction agreement related to the Distribution and the applicable Award Agreement.

SECTION 15.   AMENDMENT, MODIFICATION AND TERMINATION OF PLAN

The Board may at any time amend, modify or terminate the Plan; provided, however, that no such action of the Board, without approval of the shareholders, may:

(a)increase the total amount of Common Stock which may be issued under the Plan, except as provided in Subsections 5.1 and 5.3;

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(b)change the provisions of the Plan regarding the Option Price, including a reduction of the Option Price of any outstanding Option, cancellation of an Option in exchange for cash (including but not limited to a cash buyout of underwater options) or any other awards under the Plan, exchange or replace an outstanding Option with a new Option with a lower Option Price, or take any other action that would be a “repricing” of Options, except as permitted by Subsection 5.3 or Section 14; or

(c)make any “Material Revisions” (within the meaning of the listing rules of the New York Stock Exchange) to change the terms of the Plan.

No amendment, modification or termination of the Plan shall materially adversely affect the terms of any Awards previously granted under the Plan, without the consent of the Participant.

SECTION 16.   TAX WITHHOLDING

16.1.Tax Withholding.  The Company, as appropriate, shall have the right to deduct from all payments any Federal, state or local taxes required by law to be withheld with respect to such payments.

16.2.Stock Withholding.  With respect to withholding required upon the exercise of nonqualified stock options, or upon the lapse of restrictions on Restricted Stock, RSUs, or Performance Units payable in shares of Common Stock, Participants may elect, subject to the terms of the applicable Award Agreement, to satisfy the withholding required, in whole or in part, by (a) having the Company withhold shares of Common Stock otherwise issuable, or (b) tendering shares of previously acquired Common Stock, including by attestation to the ownership of Common Stock, in either case having a value equal to the amount of tax to be withheld; provided, however, shares may only be withheld by the Company to the extent necessary to satisfy the minimum withholding liability required by law, and only Mature Common Stock may be tendered (including by attestation) for withholding in excess of the amount the Company is legally required to withhold by applicable law.  The value of the shares to be withheld, tendered or attested is to be determined by such methods or procedures as shall be established from time to time by the Committee.  All elections shall be irrevocable and shall be made in writing, signed by the Participant, and shall satisfy such other requirements as the Committee shall deem appropriate.

SECTION 17.   INDEMNIFICATION

Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled

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under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

SECTION 18.   REQUIREMENTS OF LAW AND OTHER PROVISIONS

18.1.Requirements of Law.  The granting of Awards, and the issuance of shares of Common Stock with respect to an Option or Stock Appreciation Right exercise or Performance Unit award, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

18.2.Foreign Jurisdictions.  In order to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries operate, the Committee may (a) modify the terms and conditions of Awards granted to Participants employed outside the United States, (b) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations, and (c) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any subplan established hereunder; provided, however, that the Committee may not or make any sub-plan that (i) increases the limitations contained in Section 5.1, (ii) increases the number of shares available under the Plan, as set forth in Section 5.1, (iii) causes the Plan to cease to satisfy any conditions under Rule 16b-3 under the Exchange Act or (iv) causes the grant of any performance Award to fail to qualify for an income tax deduction pursuant to Code Section 162(m).  Subject to the foregoing, the Committee may amend, modify, administer or terminate such sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.

18.3.Governing Law.  The Plan and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, including the Federal Courts located therein (should Federal jurisdiction exist).

18.4.Compensation Recovery Policy.  The Awards granted under this Plan shall be subject to any compensation recovery or claw back policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.  As consideration for and by accepting any Award under the Plan, the Participant agrees that all prior Awards made by the Company to the Participant shall become subject to the terms and conditions of the provisions of this Subsection 18.4.

18.5.No Limitation on Compensation.  Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

18.6.Deferrals.  The Committee may postpone the exercising of Awards, the issuance or delivery of Common Stock under any Award or any action permitted under the Plan to prevent the Company or any Subsidiary from being denied a Federal income tax deduction with respect to

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any Award other than an incentive stock option or to the extent required or permitted by applicable law.

18.7.409A Compliance.  To the extent any Award is subject to Code Section 409A, such Award and the Plan are intended to be administered in a manner consistent with the requirements of Code Section 409A.  Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to Code Section 409A.  Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event Code Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.

Solely for purposes of determining the time and form of payments due under any Award that is considered nonqualified deferred compensation under Code Section 409A and that is not otherwise exempt from Code Section 409A, a Participant shall not be deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Code Section 409A.  Notwithstanding any other provision in this Plan, if as of a Participant’s separation from service, the Participant is a “specified employee” as determined by the Company, then to the extent any amount payable under any Award that is considered nonqualified deferred compensation under Code Section 409A and that is not otherwise exempt from Code Section 409A, for which payment is triggered by the Participant’s separation from service (other than on account of death), and that under the terms of the Award would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of such separation from service or (b) the date of the Participant’s death.

18.8.Severability; Blue Pencil.  In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.  If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.

18.9.No Impact On Benefits.  Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.  No amount payable in respect of any Award pursuant to an Award shall be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws.

18.10.No Constraint on Corporate Action.  Nothing in this Plan shall be construed (a) to limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or (b) to limit the right or power of the Company, or any Subsidiary to take any action which such entity deems to be necessary or appropriate.

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18.11.Headings and Captions.  The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan.

18.12.No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person.  To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

18.13.Code Section 83(b) Elections.  The Company, its Subsidiaries and the Committee have no responsibility for any Participant’s election, attempt to elect or failure to elect to include the value of a Restricted Stock Award or other Award subject to Code Section 83 in the participant’s gross income for the year of payment pursuant to Code Section 83(b).  Any Participant who makes an election pursuant to Code Section 83(b) will promptly provide the Committee with a copy of the election form.

18.14.No Obligation to Exercise Awards; No Right to Notice of Expiration Date.  The grant of an Award of an Option or Stock Appreciation Right will impose no obligation upon the Participant to exercise the Award.  The Company, its Subsidiaries and the Committee have no obligation to inform a Participant of the date on which any Award lapses except in the Award Agreement.

18.15.Right to Offset.  Notwithstanding any provisions of the Plan to the contrary, and to the extent permitted by applicable law (including Code Section 409A), the Company may offset any amounts to be paid to a Participant (or, in the event of the Participant’s death, to his beneficiary or estate) under the Plan against any amounts that such Participant may owe to the Company or its Subsidiaries.

18.16.Furnishing Information.  A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary when eligibility or entitlement to any compensation or benefit based on any matter relating to the Disability of the Participant is at issue.

18.17.Replacement Awards.  The Company is authorized to issue Replacement Awards to Participants, including SPX Participants, in connection with the adjustment and replacement of certain awards previously granted by SPX under the SPX Plan to such Participants (pursuant to the anti-dilution adjustment provisions of the SPX Plan).  The Common Stock subject to a Replacement Award and the other terms and conditions of each Replacement Award, including, without limitation, option exercise price and service crediting rules, as applicable shall be determined by the Committee, all in accordance with the terms of the Employee Matters Agreement.  Subject to the foregoing, all Replacement Awards shall generally be subject to substantially similar terms and conditions as provided in the grantee’s corresponding awards under the SPX Plan.  To the extent the terms of the Plan are inconsistent with the terms of a

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Replacement Award Agreement, the terms of the Replacement Award shall be governed by the Employee Matters Agreement and the applicable Award Agreement.

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EX-10.11

Exhibit 10.11

SPX FLOW

SPX FLOW STOCK COMPENSATION PLAN

STOCK OPTION AGREEMENT
AWARD

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX Stock Option Summary (the “Award Summary”) to be displayed at the Fidelity website.  The Award Summary, which identifies the person to whom the Options are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Options, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan.  The parties hereto agree as follows:

1.Grant of Options.  The Company hereby grants to the Recipient, a non-qualified stock option to purchase the number of shares of Common Stock of the Company specified in the Award Summary (the “Award”) at a price per share equal to the Fair Market Value of a share of Common Stock on the date of grant, subject to the terms and conditions of the Plan and this Agreement.  The Recipient must accept the Award within [ninety (90) days] after notification that the Award is available for acceptance and in accordance with the instructions provided by the Company.  The Award automatically will be rescinded upon the action of the Company, in its discretion, if the award is not accepted within [ninety (90) days] after notification is sent to the Recipient indicating availability for acceptance.  The Company shall maintain an account (the “Option Account” or “Account”) on its books in the name of the Recipient, which shall reflect the number of Options awarded to the Recipient.

2.Restrictions.  The Options may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law.  The Recipient shall have no rights in the Common Stock underlying the Options until the vesting and subsequent exercise and delivery of the Common Stock or as otherwise provided in the Plan or this Agreement.  The Recipient shall not have any voting rights with respect to the Options, nor shall the Recipient receive or be entitled to receive any dividends or dividend equivalents with respect to the Options.

3.Expiration Date.  Subject to earlier expiration, forfeiture or termination as provided in the following Sections, the Options will expire and be forfeited at the close of business on the business day immediately preceding the tenth anniversary of the Award Date (the “Stated Expiration Date”).

4.Vesting Period.  Subject to the provisions of the Plan and this Agreement, unless they are vested or forfeited earlier as described in Section 5, 6, or 7 of this Agreement, as applicable, the Options shall become vested in/on [

(“Vesting Date”),] subject to the Recipient’s continuous employment through the [applicable Vesting Date], provided that the Committee, in its sole discretion, may accelerate the vesting of all or a portion of the Options, at any time and from time to time.

5.Vesting upon Certain Terminations.

(a)Disability or Death.  If the Recipient terminates employment with the Company (or a Subsidiary of the Company if the Recipient is then in the employ of such Subsidiary) by reason of Disability (as defined below) or death, then (i) any unvested Options shall become fully vested as of the date of employment termination without regard to the vesting restrictions set forth in Section 4 of this Agreement and (ii) vested options shall remain exercisable for       following such termination or until the Stated Expiration Date, whichever period is shorter, and any Options not exercised by the end of such period shall be forfeited at the end of the period.  “Disability” means, in the written opinion of a qualified physician selected by the Company, the Recipient is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under the Company’s disability plan.

(b)[Retirement.  If the Recipient terminates employment with the Company by reason of Retirement (as defined below), then (i) any unvested Options shall become fully vested as of the date of employment termination without regard to the vesting restrictions set forth in Section 4 of this Agreement and (ii) vested options shall remain exercisable for       following such termination or until the Stated Expiration Date, whichever period is shorter, and any Options not exercised by the end of such period shall be forfeited at the end of the period.  A Recipient will be eligible for “Retirement” treatment for purposes of this Agreement if, at the time of the Recipient’s termination of Service, the Recipient is age 55 or older, has completed five years of Service with the Company or a Subsidiary (provided that the Subsidiary has been directly or indirectly owned by the Company for at least three years), has been an employee of the Company for at least ninety (90) days following the Award Date and voluntarily elects to retire by providing appropriate notice to the Company’s Human Resources department.]

6.Forfeiture upon Termination due to Reason other than [Retirement, ]Disability or Death.  If the Recipient experiences a termination of Service for any reason other than the Recipient’s [Retirement, ]Disability or death, then the Recipient shall forfeit any unvested Options on the date of such termination of Service.  [Vested options shall remain exercisable for       following such termination or until the Stated Expiration Date, whichever period is shorter, and any vested Options not exercised by the end of such period shall be forfeited at the end of the period.]

7.Termination Without Cause Following Change of Control.  In the event the Recipient is terminated without Cause within two years following a “Change of Control” of the Company as defined in this Section, then (i) any unvested Options shall become fully vested and exercisable as of the termination without Cause and shall cease to be subject to the restrictions set forth in Section 4 of the Agreement and (ii) vested options shall remain exercisable for [two

2

years] following such termination or until the Stated Expiration Date, whichever period is shorter, and any Options not exercised by the end of such period shall be forfeited at the end of the period.  A “Change of Control” shall be deemed to have occurred if:

(a)Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred.  For purposes of this paragraph (a), the following terms shall have the meanings set forth below:

(i)“Person” shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of any such entity.

(ii)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(iii)A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(A)which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);

(B)which such Person or any of such Person’s Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided,

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however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (a) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(C)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing of any securities of the Company.

Notwithstanding anything in this “Beneficial Ownership” definition to the contrary, the phrase “then outstanding,” when used with reference to a Person’s beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(b)During any period of two (2) consecutive years (not including any period prior to the acceptance of this Agreement), individuals who at the beginning of such two-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), above, or paragraph (c), below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

(c)The consummation of: (i) a plan of complete liquidation of the Company, (ii) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, (iii) a plan of merger or consolidation of the Company with any other corporation, or (iv) a similar transaction or series of transactions involving the Company (any transaction described in parts (i) through (iv) of this paragraph (c) being referred to as a “Business Combination”), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business

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Combination continue to own at least seventy-five percent (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.

Notwithstanding any provision of this Agreement to the contrary, a “Change of Control” shall not include any transaction described in paragraph (a) or (c), above, where, in connection with such transaction, the Recipient and/or any party acting in concert with the Recipient substantially increases his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal Services).

8.Effect of Change of Control.  In the event of a Change of Control as defined in Section 7 of this Agreement:

(a)No cancellation, termination, acceleration of exercisability or vesting, or settlement or other payment shall occur with respect to the Options if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 14.5 of the Plan.

(b)Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 14.5 of the Plan cannot be issued, or the Committee so determines at any time prior to the Change of Control, any unvested options shall become fully vested and exercisable immediately prior to the Change of Control.

(c)Notwithstanding Sections 8(a) and 8(b), the Committee (as constituted immediately prior to the Change in Control) may determine that all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (a) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (b) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

(d)Notwithstanding Sections 8(a) through 8(c), the Committee may, in its discretion, terminate any outstanding Options if either (i) the Company provides holders of such Options with reasonable advance notice to exercise their outstanding and unexercised Options, or (ii) the Board reasonably determines that the Change in Control Price is equal to or less than the Option Price for such Options.

9.Manner of Exercise.  Vested Options shall be exercised pursuant to this Section 9.

(a)Subject to such reasonable administrative regulations as the Committee may adopt from time to time, the exercise of vested Options by the Recipient shall be pursuant to procedures established by the Company from time to time and shall include

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the Recipient specifying the proposed date on which the Recipient desires to exercise a vested Option (the “Exercise Date”), the number of whole shares with respect to which the vested Options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares (the “Exercise Price”), or such other or different requirements as may be specified by the Company.  Unless otherwise determined by the Committee, (i) on or before the Exercise Date the Recipient shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price, or tendering shares of previously acquired Mature Common Stock having a fair market value at the time of exercise equal to the Exercise Price plus (if applicable) any required withholding taxes or other similar taxes, charges or fees, or, pursuant to a broker-assisted exercise program established by the Company, the Recipient may exercise vested Options by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is deducted from the proceeds of the exercise of an Option, or in such other method permitted under the Plan, and (ii) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent).  The Company may require the Recipient to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise or (ii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, applicable state or non-U.S. securities laws or any other law.

(b)Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, (i) (A) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, (B) unless the purchase of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Exercise Shares shall have been registered under such laws, and (C) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied or (ii) if such exercise would result in a violation of the terms or provisions of or a default or an event of default under, any of the financing or credit agreements of the Company or any Subsidiary.  The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (i) (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.

(c)The shares of Common Stock issued upon exercise of the Options shall be registered in the Recipient’s name, or, if applicable, in the names of the Recipient’s heirs or estate.  In the Company’s discretion, such shares may be issued either in certificated form or in uncertificated, book entry form.  The certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.  If delivered in certificate form, the Company may deliver a share certificate to the Recipient, or deliver shares electronically or in certificate form to the Recipient’s designated broker on the Recipient’s behalf.  If the Recipient is deceased (or subject to Disability and if necessary) at the time that a delivery of share certificates is to be made, the certificates will be delivered to the Recipient’s estate, executor, administrator, legally authorized guardian or personal representative (as applicable).

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(d)The Company may postpone the issuance and delivery of any shares of Common Stock provided for under this Agreement for so long as the Company determines to be necessary or advisable to satisfy the following: (1) the completion or amendment of any registration of such shares or satisfaction of any exemption from registration under any securities law, rule, or regulation; (2) compliance with any requests for representations; and (3) receipt of proof satisfactory to the Company that a person seeking such shares on the behalf of the Recipient upon the Recipient’s Disability (if necessary), or upon the Recipient’s estate’s behalf after the death of the Recipient, is appropriately authorized.

(e)Except as otherwise provided, the unvested Options will expire and be forfeited upon the Recipient’s termination of Service.

10.Adjustment in Capitalization.  In the event of any change in the Common Stock of the Company through stock dividends or stock splits, a corporate spin-off, reverse spin-off, split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Options subject to this Agreement shall be equitably adjusted by the Committee to preserve the intrinsic value of any Awards granted under the Plan.  Such mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Options, and/or if reasonably determined in good faith by the Committee prior to such adjustment event, that the Options (in whole or in part) shall be replaced by Alternative Awards meeting the requirements set forth in Section 14.5 of the Plan.  In addition, the Committee may make provisions for a cash payment to a Recipient in such event.  The number of shares of Common Stock or other equity interests underlying the Options shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with Code

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Section 162(m) to the extent the Award is subject to such section of the Code and shall not result in adverse tax consequences to the Recipient under Code Section 409A.

11.Tax Withholding.  Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws upon the vesting or exercise of the Options, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient.

Prior to receipt of any shares of Common Stock that correspond to exercised Options, the Recipient shall pay or make adequate arrangements satisfactory to the Company and/or any Subsidiary of the Company to satisfy all withholding and payment obligations of the Company and/or any Subsidiary of the Company.  In this regard, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to acquire to satisfy the minimum withholding obligation for Tax and/or withhold any Common Stock necessary to satisfy the withholding amount.  Finally, the Recipient agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax as described in this section.

The Company advises the Recipient to consult a lawyer or accountant with respect to the tax consequences for the Recipient under the Plan.

The Company and/or any Subsidiary of the Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to structure the Plan to reduce or eliminate the Recipient’s liability for Tax.

12.Securities Laws.  This Award is a private offer that may be accepted only by a Recipient who is an employee of the Company or a Subsidiary of the Company and who satisfies the eligibility requirements outlined in the Plan and the Committee’s administrative procedures.  This Award may not be registered with the body responsible for regulating offers of securities in the Recipient’s country.  The future value of Common Stock acquired under the Plan is unknown and could increase or decrease.

Neither the Plan nor any offering materials related to the Plan may be distributed to the public.  The Common Stock should be resold only on the New York Stock Exchange and should not be resold to the public except in full compliance with all applicable securities laws.

13.No Employment or Compensation Rights.  This Section applies whether or not the Company has full discretion in the operation of the Plan, and whether or not the Company

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could be regarded as being subject to any legal obligations in the operation of the Plan.  It also applies both during and after the period that the Recipient is providing Services, whether the termination of a Recipient’s Service is lawful or unlawful.

Nothing in the rules, the operation of the Plan or this Agreement forms part of the contract of employment or employment relationship between a Recipient and the Company or any Subsidiary of the Company.  The rights and obligations arising from the employment relationship between the Recipient and the Company or one of its Subsidiaries are separate from, and are not affected by, the Plan.  This Agreement shall not confer upon the Recipient any right to continue to provide Services, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate Recipient’s Service at any time.

The grant of rights on a particular basis in any year does not create any right to or expectation of the grant of rights on the same basis, or at all, in any future year.

No employee is entitled to participate in the Plan, or to be considered for participation in the Plan, at a particular level or at all.  Participation in any operation of the Plan does not imply any right to participate, or to be considered for participation, in any later operation of the Plan.

Without prejudice to a Recipient’s rights under the Plan, subject to and in accordance with the express terms of the applicable rules, no Recipient has any rights in respect of the Company’s exercise or omission to exercise any discretion, or making or omission to make any decision, relating to the right.  Any and all discretion, decisions or omissions relating to the right may operate to the disadvantage of the Recipient, even if this could be regarded as capricious or unreasonable or could be regarded as a breach of any implied term between the Recipient and the Recipient’s employer, including any implied duty of trust and confidence.  Any such implied term is hereby excluded and overridden.

No employee has any right to compensation for any loss in relation to the Plan, including:

·any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of Service);

·any exercise of discretion or a decision taken in relation to the Plan, or any failure to exercise discretion or make a decision; or

·the operation, suspension, termination or amendment of the Plan.

The Options granted pursuant to this Agreement do not constitute part of the Recipient’s wages or remuneration or count as pay or remuneration for pension or other purposes.  If the Recipient experiences a termination of Service, in no circumstances will the Recipient be entitled to any compensation for any loss of any right or benefit or any prospective right or benefit under the Plan or this Agreement that the Recipient might otherwise have enjoyed had such Service continued, whether such compensation is claimed by way of damages for wrongful dismissal, breach of contract or otherwise.

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Participation in the Plan is permitted only on the basis that the Recipient accepts all of the terms and conditions of the Plan and this Agreement, as well as the administrative rules established by the Committee.  By participating in the Plan, a Recipient waives all rights under the Plan to the fullest extent permitted by applicable laws, other than the rights subject to and in accordance with the express terms of the applicable rules, in consideration for, and as a condition of, the grant of rights under the Plan.  Neither this Agreement nor the Plan confers on the Recipient any legal or equitable rights (other than those related to the Award) against the Company or any Subsidiary or directly or indirectly gives rise to any cause of action in law or in equity against the Company or any Subsidiary.

Nothing in this Plan confers any benefit, right or expectation on a person who is not a Recipient.

14.Data Privacy.  The Recipient agrees that the Company, with its headquarters located at 13320 Ballantyne Corporate Place, Charlotte, North Carolina, USA 28277, is the data controller in the context of the Plan.

The Recipient hereby explicitly and unambiguously consents to the collection, storage, use, processing and transfer, in electronic or other form, of the Recipient’s personal data as described below by and among, as applicable, the Recipient’s employer and any of its affiliates for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan, and the transfer of such data by them to government and other regulatory authorities for the purpose of complying with their legal obligations in connection with the Plan.

The Recipient understands that the Recipient’s employer and any of its affiliates may hold certain personal information about the Recipient, including the Recipient’s name, date of birth, date of hire, home and business addresses and telephone numbers, e-mail address, business group/segment, employment status, account identification, and details of all rights and other entitlement to shares or options awarded, cancelled, purchased, vested, unvested or outstanding in the Recipient’s favor pursuant to this Agreement, for the purpose of managing and administering the Plan (“Data”).

The Recipient further agrees that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Recipient’s country or elsewhere, including outside the European Economic Area, and that the Recipient’s country may have less adequate data privacy laws and protections than the Recipient’s country.  The Company has entered into contractual arrangements to ensure the same safeguards for data as required under European Union Law.  A third party to whom the information may be passed is Fidelity Investments and its affiliates.  The Recipient understands that the Recipient may request a list with the names and addresses of any potential recipients of the Data by contacting the Recipient’s local human resources representative.  The Recipient authorizes recipients of the Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom shares acquired pursuant to the Plan may be deposited.

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The Recipient understands that Data will be held only as long as necessary to implement, administer and manage the Recipient’s participation in the Plan.  The Recipient understands that the Recipient may, at any time, view the Recipient’s Data, request additional information about the storage and processing of Data, require any necessary amendments to the Recipient’s Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company’s local data privacy administrator.

The Recipient understands, however, that refusing or withdrawing the Recipient’s consent, or that refusing to disclose the Data, although it will not have any negative effect on the Recipient’s employment, may affect the Recipient’s ability to participate in the Plan.  For more information on the consequences of the Recipient’s refusal to consent or withdrawal of consent, or refusal to disclose the Data, the Recipient understands that the Recipient may contact the Company’s local data privacy administrator.

15.Exemption from Code Section 409A.  Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt from Code Section 409A.  The Plan and the Agreement will be construed and interpreted in accordance with such intent.  References in the Plan and this Agreement to “termination of Service” and similar terms shall mean a “separation from service” within the meaning of that term under Code Section 409A.

16.No Fractional Shares.  No fractional shares of Common Stock shall be issued or delivered under this Agreement.  The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.

17.Amendment.  The Board may at any time amend, modify or terminate the Plan and this Agreement; provided, however, that no such action of the Board shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient.  The Board or the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Board, the Committee and the Company make no representations that the Award shall be exempt from or comply with Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.

18.Plan Terms and Committee Authority.  This Agreement and the rights of the Recipient hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, all of which shall be binding upon the Recipient.  Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.  The Recipient hereby acknowledges receipt of a copy of the Plan and this Agreement.

19.Severability.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or

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the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.

20.Governing Law and Jurisdiction.  The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist).  As consideration for and by accepting the Award, the Recipient agrees that the Governing Law and Jurisdiction provisions of this Section 20 shall supersede any Governing Law or similar provisions contained or referenced in any prior equity awards made by the Company to the Recipient, and, accordingly, such prior equity awards shall become subject to the terms and conditions of the Governing Law and Jurisdiction provisions of this Section 20.

21.Successors.  All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, spin-off, consolidation or otherwise.

22.Compensation Recovery.  This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.  As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.

23.Language.  If the Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and the translated version is different than the English version, the English version will control.

24.Further Assurances.  The Recipient agrees to use his or her reasonable efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for the Recipient’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

25.Addendums.  The Company may adopt addendums to this Agreement, which shall constitute part of this Agreement.

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EX-10.12

Exhibit 10.12

SPX FLOW

SPX FLOW STOCK COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT
AWARD

THIS AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX FLOW Restricted Stock Unit Summary (the “Award Summary”) to be displayed at the Fidelity website.  The Award Summary, which identifies the person to whom the Restricted Stock Units are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Restricted Stock Units, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan.  The parties hereto agree as follows:

1.Grant of Restricted Stock Units.  The Company hereby grants to the Recipient the [target] number of Restricted Stock Units specified in the Award Summary (the “Award”), subject to the terms and conditions of the Plan and this Agreement.  [The Restricted Stock Units shall vest based on the Recipient’s performance during any applicable Period of Restriction, as specified in Section 4 and pursuant to the terms of the Award Summary.]  Each Restricted Stock Unit will entitle the Recipient to a share of Common Stock when the Restricted Stock Unit ceases to be subject to any applicable Period of Restriction (as specified in Section 4 below).  The Recipient must accept the Restricted Stock Unit Award within [ninety (90)] days after notification that the Award is available for acceptance and in accordance with the instructions provided by the Company.  The Award automatically will be rescinded upon the action of the Company, in its discretion, if the Award is not accepted within [ninety (90) days] after notification is sent to the Recipient indicating availability for acceptance.  No payment of cash is required for the award of the Restricted Stock Units pursuant to this Agreement.

2.Restrictions.  The Restricted Stock Units evidenced by this Award may not be sold, transferred, pledged, assigned, used to exercise options or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law.  The Recipient shall have no rights in the Common Stock underlying the Restricted Stock Units until the Restricted Stock Units cease to be subject to any applicable Period of Restriction and the delivery of the underlying shares of Common Stock is made, or as otherwise provided in the Plan or this Agreement.  The Recipient shall not have any voting rights with respect to the Restricted Stock Units, nor shall the Recipient receive or be entitled to receive any dividends or dividend equivalents with respect to the Restricted Stock Units.

3.Restricted Stock Unit Account.  The Company shall maintain an account (the “Restricted Stock Unit Account” or “Account”) on its books in the name of the Recipient, which shall reflect the number of Restricted Stock Units awarded to the Recipient.

4.Period of Restriction.

[Subject to the provisions of the Plan and this Agreement, unless they are vested or forfeited earlier as described in Section 5, 6, or 7 of this Agreement, as applicable, the Restricted Stock Unit Award shall become vested in/on                                              (“Vesting Date”) subject to the Recipient’s continuous employment through the applicable Vesting Date, provided that the Committee, in its sole discretion, and subject to Section 15, may accelerate the vesting of all or a portion of the Restricted Stock Units, at any time and from time to time.]

[Subject to the provisions of the Plan and this Agreement, unless they are vested or forfeited earlier as described in Section 5, 6, or 7 of this Agreement, as applicable, the number of Restricted Stock Units that shall become vested shall be determined                                         .  Such vesting shall occur upon certification by the Board (or appropriate Board committee) that the applicable performance criteria have been met.]

Upon vesting, all vested Restricted Stock Units shall cease to be considered Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, and except as otherwise provided in the Agreement (including Section 15), the Recipient shall be entitled to receive one share of Common Stock for each vested Restricted Stock Unit in the Recipient’s Account.

5.Vesting upon Certain Terminations.

(a)Disability or Death.  If, while the Restricted Stock Units are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service by reason of Disability (as defined below) or death, then the portion of the Restricted Stock Units subject to the Period of Restriction shall become fully vested [at the target level of performance (as specified in the Award Summary)] as of the date of such termination of Service without regard to the Period of Restriction set forth in Section 4 of this Agreement.  “Disability” means, in the written opinion of a qualified physician selected by the Company, the Recipient is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under the Company’s disability plan.

(b)[Retirement.  If, while the Restricted Stock Units are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service by reason of Retirement (as defined below), then                                                           .  A Recipient will be eligible for “Retirement” treatment for purposes of this Agreement if, at the time of the Recipient’s termination of Service, the Recipient is age 55 or older, has completed five years of Service with the Company or a Subsidiary (provided that the Subsidiary has been directly or indirectly owned by the Company for at least three years), has been an employee of the Company for at least ninety (90) days following the Award Date and

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voluntarily elects to retire by providing appropriate notice to the Company’s Human Resources department.]

6.Forfeiture upon Termination due to Reason other than [Retirement, ]Disability or Death.  If, while the Restricted Stock Units are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service for any reason other than the Recipient’s [Retirement, ]Disability or death, then the Recipient shall forfeit any Restricted Stock Units that are subject to the Period of Restriction on the date of such termination of Service.

7.Termination Without Cause Following Change of Control.  In the event the Recipient is terminated without Cause within two years following a “Change of Control” of the Company as defined in this Section, the Restricted Stock Units subject to any applicable Period of Restriction shall become fully vested [at the Target level of performance (as specified in the Award Summary)] as of the termination without Cause and shall cease to be subject to the Period of Restriction set forth in Section 4 of this Agreement.  A “Change of Control” shall be deemed to have occurred if:

(a)Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred.  For purposes of this paragraph (a), the following terms shall have the meanings set forth below:

(i)(“Person” shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of any such entity.

(ii)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(iii)A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(A)which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);

(B)which such Person or any of such Person’s Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (a) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(C)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing of any securities of the Company.

Notwithstanding anything in this “Beneficial Ownership” definition to the contrary, the phrase “then outstanding,” when used with reference to a Person’s beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(b)During any period of two (2) consecutive years (not including any period prior to the acceptance of this Agreement), individuals who at the beginning of such two-year period constitute the Board and any new director or directors (except for any director

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designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), above, or paragraph (c), below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

(c)The consummation of: (i) a plan of complete liquidation of the Company, (ii) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, (iii) a plan of merger or consolidation of the Company with any other corporation, or (iv) a similar transaction or series of transactions involving the Company (any transaction described in parts (i) through (iv) of this paragraph (c) being referred to as a “Business Combination”), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five percent (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.

Notwithstanding any provision of this Agreement to the contrary, a “Change of Control” shall not include any transaction described in paragraph (a) or (c), above, where, in connection with such transaction, the Recipient and/or any party acting in concert with the Recipient substantially increases his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal Services).

8.Effect of Change of Control.  In the event of a Change of Control as defined in Section 7 of this Agreement:

(a)No cancellation, termination, lapse of Period of Restriction, settlement or other payment shall occur with respect to any Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 14.5 of the Plan.

(b)Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 14.5 of the Plan cannot be issued, or the Committee so determines at any time prior to the Change of Control, any Restricted Stock Units subject to an applicable Period of Restriction shall become fully vested [at the Target level of performance (as specified in the Award Summary)] and free of any Period of Restriction immediately prior to the Change of Control.

(c)Notwithstanding Sections 8(a) and 8(b), and subject to Section 14.4 of the Plan, the Committee (as constituted immediately prior to the Change in Control) may, in its discretion, cancel any Restricted Stock Units in exchange for an amount equal to the

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Change of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award.

9.Adjustment in Capitalization.  In the event of any change in the Common Stock of the Company through stock dividends or stock splits, a corporate spin-off, reverse spin-off, split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of Restricted Stock Units subject to this Agreement shall be equitably adjusted by the Committee to preserve the intrinsic value of any Awards granted under the Plan.  Such mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Restricted Stock Units, and/or if reasonably determined in good faith by the Committee prior to such adjustment event, that the Restricted Stock Units (in whole or in part) shall be replaced by Alternative Awards meeting the requirements set forth in Section 14.5 of the Plan.  In addition, the Committee may make provisions for a cash payment to a Recipient in such event.  The number of shares of Common Stock or other equity interests underlying the Restricted Stock Units shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with Code Section 162(m) to the extent the Award is subject to such section of the Code and shall not result in adverse tax consequences to the Recipient under Code Section 409A.

10.Delivery of Stock Certificates or Cash.  Subject to the requirements of Sections 11 and 12 below, as promptly as practicable after the [Committee certifies that the Period of Restriction has ceased and the] Restricted Stock Units should be settled and paid as otherwise provided in accordance with this Agreement, but in no event later than 60 days after such date, the Company may, if applicable, cause to be issued and delivered to the Recipient, the Recipient’s legal representative, or a brokerage account for the benefit of the Recipient, as the case may be, certificates for the shares of Common Stock that correspond to the vested Restricted Stock Units, or, pursuant to Section 8, a check will be delivered to the last known address of the Recipient.

11.Tax Withholding.  Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient.

Prior to receipt of any shares of Common Stock that correspond to settlement of vested Restricted Stock Units, the Recipient shall pay or make adequate arrangements satisfactory to the Company and/or any Subsidiary of the Company to satisfy all withholding and payment obligations of the Company and/or any Subsidiary of the Company.  In this regard, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to acquire to satisfy the minimum withholding obligation for Tax and/or withhold any Common Stock.  Finally, the Recipient agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the

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Recipient’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax as described in this section.

The Company advises the Recipient to consult a lawyer or accountant with respect to the tax consequences for the Recipient under the Plan.

The Company and/or any Subsidiary of the Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to structure the Plan to reduce or eliminate the Recipient’s liability for Tax.

12.Securities Laws.  This Award is a private offer that may be accepted only by a Recipient who is an employee of the Company or a Subsidiary of the Company and who satisfies the eligibility requirements outlined in the Plan and the Committee’s administrative procedures.  This Award may not be registered with the body responsible for regulating offers of securities in the Recipient’s country.  The future value of Common Stock acquired under the Plan is unknown and could increase or decrease.

Neither the Plan nor any offering materials related to the Plan may be distributed to the public.  The Common Stock should be resold only on the New York Stock Exchange and should not be resold to the public except in full compliance with all applicable securities laws.

The Addendum to this Agreement contains country-specific provisions regarding the securities laws in Denmark, France, Singapore and the United States.

13.No Employment or Compensation Rights.  This Section applies whether or not the Company has full discretion in the operation of the Plan, and whether or not the Company could be regarded as being subject to any legal obligations in the operation of the Plan.  It also applies both during and after the period that the Recipient is providing Services, whether the termination of a Recipient’s Service is lawful or unlawful.

Nothing in the rules, the operation of the Plan or this Agreement forms part of the contract of employment or employment relationship between the Recipient and the Company or any Subsidiary of the Company.  The rights and obligations arising from the employment relationship between the Recipient and the Company or one of its Subsidiaries are separate from, and are not affected by, the Plan.  This Agreement shall not confer upon the Recipient any right to continue to provide Services, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate Recipient’s Service at any time.

The grant of rights on a particular basis in any year does not create any right to or expectation of the grant of rights on the same basis, or at all, in any future year.

No employee is entitled to participate in the Plan, or to be considered for participation in the Plan, at a particular level or at all.  Participation in any operation of the Plan does not imply any right to participate, or to be considered for participation, in any later operation of the Plan.

Without prejudice to a Recipient’s rights under the Plan, subject to and in accordance with the express terms of the applicable rules, no Recipient has any rights in respect of the

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Company’s exercise or omission to exercise any discretion, or making or omission to make any decision, relating to the right.  Any and all discretion, decisions or omissions relating to the right may operate to the disadvantage of the Recipient, even if this could be regarded as capricious or unreasonable or could be regarded as a breach of any implied term between the Recipient and the Recipient’s employer, including any implied duty of trust and confidence.  Any such implied term is hereby excluded and overridden.

No employee has any right to compensation for any loss in relation to the Plan, including:

·any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of Service);

·any exercise of discretion or a decision taken in relation to the Plan, or any failure to exercise discretion or make a decision; or

·the operation, suspension, termination or amendment of the Plan.

The Restricted Stock Units granted pursuant to this Agreement do not constitute part of the Recipient’s wages or remuneration or count as pay or remuneration for pension or other purposes.  If the Recipient experiences a termination of Service, in no circumstances will the Recipient be entitled to any compensation for any loss of any right or benefit or any prospective right or benefit under the Plan or this Agreement that the Recipient might otherwise have enjoyed had such Service continued, whether such compensation is claimed by way of damages for wrongful dismissal, breach of contract or otherwise.

Participation in the Plan is permitted only on the basis that the Recipient accepts all of the terms and conditions of the Plan and this Agreement, as well as the administrative rules established by the Committee.  By participating in the Plan, a Recipient waives all rights under the Plan to the fullest extent permitted by applicable laws, other than the rights subject to and in accordance with the express terms of the applicable rules, in consideration for, and as a condition of, the grant of rights under the Plan.  Neither this Agreement nor the Plan confers on the Recipient any legal or equitable rights (other than those related to the Restricted Stock Unit Award) against the Company or any Subsidiary or directly or indirectly gives rise to any cause of action in law or in equity against the Company or any Subsidiary.

Nothing in this Plan confers any benefit, right or expectation on a person who is not a Recipient.

14.Data Privacy.  The Recipient agrees that the Company, with its headquarters located at 13320 Ballantyne Corporate Place, Charlotte, North Carolina, USA 28277, is the data controller in the context of the Plan.

The Recipient hereby explicitly and unambiguously consents to the collection, storage, use, processing and transfer, in electronic or other form, of the Recipient’s personal data as described below by and among, as applicable, the Recipient’s employer and any of its affiliates for the exclusive purpose of implementing, administering and managing the Recipient’s

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participation in the Plan, and the transfer of such data by them to government and other regulatory authorities for the purpose of complying with their legal obligations in connection with the Plan.

The Recipient understands that the Recipient’s employer and any of its affiliates may hold certain personal information about him or her, including the Recipient’s name, date of birth, date of hire, home and business addresses and telephone numbers, e-mail address, business group/segment, employment status, account identification, and details of all rights and other entitlement to shares or units awarded, cancelled, purchased, vested, unvested or outstanding in the Recipient’s favor pursuant to this Agreement, for the purpose of managing and administering the Plan (“Data”).

The Recipient further agrees that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Recipient’s country or elsewhere, including outside the European Economic Area, and that the Recipient’s country may have less adequate data privacy laws and protections than the Recipient’s country.  The Company has entered into contractual arrangements to ensure the same safeguards for data as required under European Union Law.  A third party to whom the information may be passed is Fidelity Investments and its affiliates.  The Recipient understands that the Recipient may request a list with the names and addresses of any potential recipients of the Data by contacting the Recipient’s local human resources representative.  The Recipient authorizes recipients of the Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom shares acquired pursuant to the Plan may be deposited.

The Recipient understands that Data will be held only as long as necessary to implement, administer and manage the Recipient’s participation in the Plan.  The Recipient understands that the Recipient may, at any time, view the Recipient’s Data, request additional information about the storage and processing of Data, require any necessary amendments to the Recipient’s Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company’s local data privacy administrator.

The Recipient understands, however, that refusing or withdrawing the Recipient’s consent, or that refusing to disclose the Data, although it will not have any negative effect on the Recipient’s employment, may affect the Recipient’s ability to participate in the Plan.  For more information on the consequences of the Recipient’s refusal to consent or withdrawal of consent, or refusal to disclose the Data, the Recipient understands that the Recipient may contact the Company’s local data privacy administrator.

The Addendum to this Agreement contains additional provisions regarding the data privacy laws in specific countries.

15.Compliance with Code Section 409A.  Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt from or, in the alternative, comply with Code Section 409A and the interpretive guidance thereunder, including the

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exceptions for stock rights and short-term deferrals.  The Plan and the Agreement will be construed and interpreted in accordance with such intent.  References in the Plan and this Agreement to “termination of Service” and similar terms shall mean a “separation from service” within the meaning of that term under Code Section 409A.  Any payment or distribution that is to be made to a Recipient who is a “specified employee” of the Company within the meaning of that term under Code Section 409A and as determined by the Committee, on account of a “separation from service” under Code Section 409A, may not be made before the date which is six months after the date of such “separation from service,” unless the payment or distribution is exempt from the application of Code Section 409A by reason of the short-term deferral exemption or otherwise.

16.No Fractional Shares.  No fractional shares of Common Stock shall be issued or delivered under this Agreement.  The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.

17.Amendment.  The Board may at any time amend, modify or terminate the Plan and this Agreement; provided, however, that no such action of the Board shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient.  The Board or the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Board, the Committee and the Company make no representations that the Award shall be exempt from or comply with Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.

18.Plan Terms and Committee Authority.  This Agreement and the rights of the Recipient hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, all of which shall be binding upon the Recipient.  Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.  The Recipient hereby acknowledges receipt of a copy of the Plan and this Agreement.

19.Severability.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s determination, materially altering the intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.

20.Governing Law and Jurisdiction.  The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or

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otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist).  As consideration for and by accepting the Award, the Recipient agrees that the Governing Law and Jurisdiction provisions of this Section 20 shall supersede any Governing Law or similar provisions contained or referenced in any prior equity awards made by the Company to the Recipient, and, accordingly, such prior equity awards shall become subject to the terms and conditions of the Governing Law and Jurisdiction provisions of this Section 20.

21.Successors.  All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, spin-off, consolidation or otherwise.

22.Compensation Recovery.  This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.  As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.

23.Language.  If the Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and the translated version is different than the English version, the English version will control.

24.Further Assurances.  The Recipient agrees to use his or her reasonable efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for the Recipient’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

25.Addendums.  The Company may adopt addendums to this Agreement, which shall constitute part of this Agreement.  Notwithstanding any provisions in this Agreement, the Restricted Stock Units will be subject to any country-specific terms set forth in an Addendum for the Recipient’s country of residence or employment.  Moreover, if the Recipient relocates to one of the countries included in the Addendum, the terms for such country will apply to the Recipient, to the extent the Company determines that the application of such terms is necessary or advisable.

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EX-10.13

Exhibit 10.13

SPX FLOW

SPX FLOW STOCK COMPENSATION PLAN

RESTRICTED STOCK AGREEMENT
AWARD

THIS AGREEMENT (the “Agreement”) is made between SPX FLOW, Inc., a Delaware corporation (the “Company”), and the Recipient pursuant to the SPX FLOW Stock Compensation Plan, as amended from time to time, and related plan documents (the “Plan”) in combination with an SPX FLOW Restricted Stock Summary (the “Award Summary”) to be displayed at the Fidelity website.  The Award Summary, which identifies the person to whom the shares of Restricted Stock are granted (the “Recipient”) and specifies the date (the “Award Date”) and other details of this grant of Restricted Stock, and the electronic acceptance of this Agreement (which also is to be displayed at the Fidelity website), are incorporated herein by reference.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan.  The parties hereto agree as follows:

1.Grant of Restricted Stock.  The Company hereby grants to the Recipient the [target] number of shares of Restricted Stock specified in the Award Summary (the “Award”), subject to the terms and conditions of the Plan and this Agreement.  [The Restricted Stock shall vest based on the Recipient’s performance during the Period of Restriction, as specified in Section 4 and pursuant to the terms of the Award Summary.]  [The Restricted Stock is divided into      separate tranches, for purposes of determining when the Period of Restriction ends with respect to the Restricted Stock.]  Each share of Restricted Stock will entitle the Recipient to a share of Common Stock when the share of Restricted Stock ceases to be subject to a Period of Restriction (as specified in Section 4(a) below).  The Recipient must accept the Restricted Stock Award within [ninety (90) days] after notification that the Award is available for acceptance and in accordance with the instructions provided by the Company.  The Award automatically will be rescinded upon the action of the Company, in its discretion, if the Award is not accepted within [ninety (90) days] after notification is sent to the Recipient indicating availability for acceptance.  No payment of cash is required for the award of the Restricted Stock pursuant to this Agreement.

2.Restrictions.  The Restricted Stock evidenced by this Award may not be sold, transferred, pledged, assigned, used to exercise options or otherwise alienated or hypothecated, whether voluntarily or involuntarily or by operation of law, until the Restricted Stock ceases to be subject to any applicable Period of Restriction specified in Section 4 below or as otherwise provided in the Plan or this Agreement.  Except for such restrictions, and the provisions relating to dividends paid during the Period of Restriction as described in Section 9, the Recipient will be treated as the owner of the shares of Restricted Stock and shall have all of the rights of a shareholder, including, but not limited to, the right to vote such shares.

3.Restricted Stock Certificates.  The Award may be evidenced in such manner as the Committee shall determine.  The stock certificate(s) representing the Restricted Stock may be issued or held in book entry form promptly following the acceptance of this Agreement.  If a stock certificate is issued, it shall be delivered to the Secretary of the Company or such other

custodian as may be designated by the Company, to be held until the applicable Period of Restriction ends or until the Restricted Stock is forfeited.  The certificates representing shares of Restricted Stock granted pursuant to this Agreement, if issued, shall bear a legend in substantially the form set forth below:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forth in the SPX FLOW Stock Compensation Plan, as adopted effective [·], and as further amended from time to time, rules and administration adopted pursuant to such Plan, and a Restricted Stock award agreement with an Award Date as specified in the Recipient’s Award Summary.  A copy of the Plan, such rules and such Restricted Stock award agreement may be obtained from the Secretary of SPX FLOW, Inc.

4.Period of Restriction.  Subject to the provisions of the Plan and this Agreement, unless vested or forfeited earlier as described in Section 5, 6, or 7 of this Agreement, as applicable, [the number of shares] [each tranche] of Restricted Stock that shall become vested and freely transferable shall be determined                                                    . Such vesting shall occur upon certification by the Board (or appropriate Board committee) that the applicable performance criteria or targets have been met.

Upon vesting, all vested shares cease to be considered Restricted Stock, subject to the terms and conditions of the Plan and this Agreement, and the Recipient shall be entitled to have the legend removed from his or her Common Stock certificate(s), if applicable.

5.Vesting upon Certain Terminations.

(a)Disability or Death.  If, while any shares of Restricted Stock are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service by reason of Disability (as defined below) or death, such shares of Restricted Stock shall become fully vested [at the Target level of performance (as specified in the Award Summary)] and shall cease to be subject to any Period of Restriction as of the date of such termination of Service, regardless of whether such termination of Service occurs prior to the Board (or Board committee) certification described in Section 4 above.  “Disability” means, in the written opinion of a qualified physician selected by the Company, the Recipient is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under the Company’s disability plan.

(b)[Retirement.  If, while any shares of Restricted Stock are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service by reason of Retirement (as defined below) and the termination of Service occurs prior to Board (or Board committee) certification described in Section 4 above, then such Restricted Stock shall vest only if and to the extent (and at the time that) the specified

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performance goals are achieved and vesting occurs for Recipients who remain actively employed.  The Recipient will be eligible for “Retirement” treatment for purposes of this Agreement if, at the time of the Recipient’s termination of Service, the Recipient is age 55 or older, has completed five years of Service with the Company or a Subsidiary (provided that the Subsidiary has been directly or indirectly owned by the Company for at least three years), has been an employee of the Company for at least ninety (90) days following the Award Date and voluntarily elects to retire by providing appropriate notice to the Company’s Human Resources department.]

6.Forfeiture upon Termination due to Reason other than [Retirement, ]Disability or Death.  If, while any shares of Restricted Stock are subject to any applicable Period of Restriction, the Recipient experiences a termination of Service for any reason other than the Recipient’s [Retirement, ]Disability or death, then the Recipient shall forfeit any such shares of Restricted Stock on the date of such termination of Service.

7.Termination Without Cause Following Change of Control.  In the event the Recipient is terminated without Cause within two years following a “Change of Control” of the Company as defined in this Section, then any shares of outstanding Restricted Stock shall become fully vested [at the Target level of performance (as specified in the Award Summary)] as of the termination without Cause and shall cease to be subject to any applicable Period of Restriction, regardless of whether such Change in Control occurs prior to the Board (or Board committee) certification described in Section 4 above.  A “Change of Control” shall be deemed to have occurred if:

(a)Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred.  For purposes of this paragraph (a), the following terms shall have the meanings set forth below:

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(i)“Person” shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or otherwise) of any such entity.

(ii)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(iii)A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:

(A)which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);

(B)which such Person or any of such Person’s Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (a) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(C)which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing of any securities of the Company.

Notwithstanding anything in this “Beneficial Ownership” definition to the contrary, the phrase “then outstanding,” when used with reference to a Person’s

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beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.

(b)During any period of two (2) consecutive years (not including any period prior to the acceptance of this Agreement), individuals who at the beginning of such two-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), above, or paragraph (c), below) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or

(c)The consummation of: (i) a plan of complete liquidation of the Company, (ii) an agreement for the sale or disposition of the Company or all or substantially all of the Company’s assets, (iii) a plan of merger or consolidation of the Company with any other corporation, or (iv) a similar transaction or series of transactions involving the Company (any transaction described in parts (i) through (iv) of this paragraph (c) being referred to as a “Business Combination”), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five percent (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.

Notwithstanding any provision of this Agreement to the contrary, a “Change of Control” shall not include any transaction described in paragraph (a) or (c), above, where, in connection with such transaction, the Recipient and/or any party acting in concert with the Recipient substantially increases his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal services).

8.Effect of Change of Control.  In the event of a Change of Control as defined in Section 7 of this Agreement:

(a)No cancellation, termination, lapse of Period of Restriction, settlement or other payment shall occur with respect to any Restricted Stock if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Restricted Stock shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 14.5 of the Plan.

(b)Notwithstanding Section 8(a), if an Alternative Award meeting the requirements of Section 14.5 of the Plan cannot be issued, or the Committee so

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determines at any time prior to the Change of Control, any Restricted Stock subject to an applicable Period of Restriction shall become fully vested [at the Target level of performance (as specified in the Award Summary)] and free of any Period of Restriction immediately prior to the Change of Control.

9.Dividends Paid During Period of Restriction.  If cash dividends are paid with respect to any shares of Restricted Stock, such dividends shall be deposited in the Recipient’s name in an escrow or similar account maintained by the Company for this purpose.  Such dividends shall, except as noted below, be subject to the same Period of Restriction as the shares of Restricted Stock to which they relate.  The dividends shall be paid to the Recipient in cash (subject to all applicable tax withholding), without adjustment for interest, as soon as administratively practicable after the date the related shares of Restricted Stock cease to be subject to any Period of Restriction (or, if earlier, the date the related shares of Restricted Stock cease to be subject to a substantial risk of forfeiture).  If the related shares of Restricted Stock are forfeited, then any dividends related to such shares shall also be forfeited on the same date.  If any dividends on Restricted Stock are paid in shares of Common Stock, and subject to other applicable provisions of the Plan and this Agreement, the dividend shares shall be subject to the same restrictions as the shares of Restricted Stock with respect to which they were paid, and shall vest or be forfeited in the same manner as the underlying Restricted Stock.

10.Adjustment in Capitalization.  In the event of any change in the Common Stock of the Company through stock dividends or stock splits, a corporate spin-off, reverse spin-off, split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the number of shares of Restricted Stock subject to this Agreement shall be equitably adjusted by the Committee to preserve the intrinsic value of any Awards granted under the Plan.  Such mandatory adjustment may include a change in any or all of the number and kind of shares of Common Stock or other equity interests underlying the Restricted Stock, and/or if reasonably determined in good faith by the Committee prior to such adjustment event, that the Restricted Stock (in whole or in part) shall be replaced by Alternative Awards meeting the requirements set forth in Section 14.5 of the Plan.  In addition, the Committee may make provisions for a cash payment to the Recipient in such event.  The number of shares of Common Stock or other equity interests underlying the Restricted Stock shall be rounded to the nearest whole number.  Any such adjustment shall be consistent with Code Section 162(m) to the extent the Award is subject to such section of the Code and shall not result in adverse tax consequences to the Recipient under Code Section 409A.

11.Delivery of Stock Certificates.  Subject to the requirements of Sections 12 and 13 below, as promptly as practicable after the shares of Restricted Stock cease to be subject to the applicable Period of Restriction in accordance with this Agreement, the Company may, if applicable, cause to be issued and delivered to the Recipient, the Recipient’s legal representative, or a brokerage account for the benefit of the Recipient, as the case may be, certificates for the shares of Common Stock that correspond to the vested shares of Restricted Stock, or, pursuant to Section 8, a check will be delivered to the last known address of the Recipient.

12.Tax Withholding.  Regardless of any action the Company, any Subsidiary of the Company, or the Recipient’s employer takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related withholding (“Tax”) that the Recipient is

6

required to bear pursuant to all applicable laws, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient.

Prior to receipt of any shares of Common Stock that correspond to Restricted Stock that vests in accordance with this Agreement, the Recipient shall pay or make adequate arrangements satisfactory to the Company and/or any Subsidiary of the Company to satisfy all withholding and payment obligations of the Company and/or any Subsidiary of the Company.  In this regard, the Recipient authorizes the Company and/or any Subsidiary of the Company to withhold all applicable Tax legally payable by the Recipient from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or any Subsidiary of the Company or from the proceeds of the sale of shares of Common Stock.  Alternatively, or in addition, the Company may sell or arrange for the sale of Common Stock that the Recipient is due to acquire to satisfy the minimum withholding obligation for Tax and/or withhold any Common Stock.  Finally, the Recipient agrees to pay the Company or any Subsidiary of the Company any amount of any Tax that the Company or any Subsidiary of the Company may be required to withhold as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to deliver Common Stock if the Recipient fails to comply with its obligations in connection with the tax as described in this section.

The Company advises the Recipient to consult a lawyer or accountant with respect to the tax consequences for the Recipient under the Plan.

The Company and/or any Subsidiary of the Company: (a) make no representations or undertakings regarding the tax treatment in connection with the Plan; and (b) do not commit to structure the Plan to reduce or eliminate the Recipient’s liability for Tax.

13.Securities Laws.  This Award is a private offer that may be accepted only by the Recipient who is an employee of the Company or a Subsidiary of the Company and who satisfies the eligibility requirements outlined in the Plan and the Committee’s administrative procedures.  If a registration statement under the Securities Act of 1933, as amended, is not in effect with respect to the shares of Common Stock to be issued pursuant to this Agreement, the Recipient hereby represents that the Recipient is acquiring the shares of Common Stock for investment and with no present intention of selling or transferring them and that the Recipient will not sell or otherwise transfer the shares except in compliance with all applicable securities laws and requirements of any stock exchange on which the shares of Common Stock may then be listed.

14.Exemption from Code Section 409A.  Notwithstanding any provision of the Plan or this Agreement to the contrary, the Award is intended to be exempt from Code Section 409A and the interpretive guidance thereunder.  The Plan and the Agreement will be construed and interpreted in accordance with such intent.  References in the Plan and this Agreement to “termination of Service” and similar terms shall mean a “separation from service” within the meaning of that term under Code Section 409A.

15.No Employment or Compensation Rights.  Participation in the Plan is permitted only on the basis that the Recipient accepts all of the terms and conditions of the Plan and this Agreement, as well as the administrative rules established by the Committee.  This Agreement shall not confer upon the Recipient any right to continue to provide Services, nor shall this

7

Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Recipient’s Service at any time.  Neither the Plan nor this Agreement forms any part of any contract of employment between the Company or any Subsidiary and the Recipient, and neither the Plan nor this Agreement confers on the Recipient any legal or equitable rights (other than those related to the Restricted Stock Award) against the Company or any Subsidiary or directly or indirectly gives rise to any cause of action in law or in equity against the Company or any Subsidiary.

The Restricted Stock granted pursuant to this Agreement does not constitute part of the Recipient’s wages or remuneration or count as pay or remuneration for pension or other purposes.  If the Recipient experiences a termination of Service, in no circumstances will the Recipient be entitled to any compensation for any loss of any right or benefit or any prospective right or benefit under the Plan or this Agreement that the Recipient might otherwise have enjoyed had such Service continued, whether such compensation is claimed by way of damages for wrongful dismissal, breach of contract or otherwise.

16.No Fractional Shares.  No fractional shares of Common Stock shall be issued or delivered under this Agreement.  The Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto shall be forfeited or otherwise eliminated.

17.Plan Terms and Committee Authority.  This Agreement and the rights of the Recipient hereunder are subject to all of the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate for the administration of the Plan and this Agreement, all of which shall be binding upon the Recipient.  Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.  The Recipient hereby acknowledges receipt of a copy of the Plan and this Agreement.

18.Amendment.  The Board may at any time amend, modify or terminate the Plan and this Agreement; provided, however, that no such action of the Board shall adversely affect the Recipient’s rights under this Agreement without the consent of the Recipient.  The Board or the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Board, the Committee and the Company make no representations that the Award shall be exempt from or comply with Code Section 409A and make no undertaking to preclude Code Section 409A from applying to the Award.

19.Severability.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or the Agreement under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Board’s determination, materially altering the intent of the Plan or the

8

Agreement, such provision shall be stricken as to such jurisdiction or person, and the remainder of the Agreement shall remain in full force and effect.

20.Governing Law and Jurisdiction.  The Plan and this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, United States of America, including the Federal Courts located therein (should Federal jurisdiction exist).  As consideration for and by accepting the Award, the Recipient agrees that the Governing Law and Jurisdiction provisions of this Section 20 shall supersede any Governing Law or similar provisions contained or referenced in any prior equity awards made by the Company to the Recipient, and, accordingly, such prior equity awards shall become subject to the terms and conditions of the Governing Law and Jurisdiction provisions of this Section 20.

21.Successors.  All obligations of the Company under this Agreement will be binding on any successor to the Company, whether the existence of the successor results from a direct or indirect purchase of all or substantially all of the business or assets of the Company or both, or a merger, spin-off, consolidation or otherwise.

22.Compensation Recovery.  This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.  As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.

23.Data Privacy.  The Recipient agrees that the Company, with its headquarters located at 13320 Ballantyne Corporate Place, Charlotte, North Carolina, USA 28277, is the data controller in the context of the Plan.  To the extent applicable, the Recipient agrees that this Section 23 shall apply to data as described below.

The Recipient hereby explicitly and unambiguously consents to the collection, storage, use, processing and transfer, in electronic or other form, of the Recipient’s personal data as described below by and among, as applicable, the Recipient’s employer and any of its affiliates for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan, and the transfer of such data by them to government and other regulatory authorities for the purpose of complying with their legal obligations in connection with the Plan.

The Recipient understands that the Recipient’s employer and any of its affiliates may hold certain personal information about him or her, including the Recipient’s name, date of birth, date of hire, home and business addresses and telephone numbers, e-mail address, business group/segment, employment status, account identification, and details of all rights and other entitlement to shares awarded, cancelled, purchased, vested, unvested or outstanding in the Recipient’s favor pursuant to this Agreement, for the purpose of managing and administering the Plan (“Data”).

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The Recipient further agrees that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Recipient’s country or elsewhere, including outside the European Economic Area, and that the Recipient’s country may have less adequate data privacy laws and protections than the Recipient’s country.  The Company has entered into contractual arrangements to ensure the same safeguards for data as required under European Union Law.  A third party to whom the information may be passed is Fidelity Investments and its affiliates.  The Recipient understands that the Recipient may request a list with the names and addresses of any potential recipients of the Data by contacting the Recipient’s local human resources representative.  The Recipient authorizes recipients of the Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom shares acquired pursuant to the Plan may be deposited.

The Recipient understands that Data will be held only as long as necessary to implement, administer and manage the Recipient’s participation in the Plan.  The Recipient understands that the Recipient may, at any time, view the Recipient’s Data, request additional information about the storage and processing of Data, require any necessary amendments to the Recipient’s Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company’s local data privacy administrator.

The Recipient understands, however, that refusing or withdrawing the Recipient’s consent, or that refusing to disclose the Data, although it will not have any negative effect on the Recipient’s employment, may affect the Recipient’s ability to participate in the Plan.  For more information on the consequences of the Recipient’s refusal to consent or withdrawal of consent, or refusal to disclose the Data, the Recipient understands that the Recipient may contact the Company’s local data privacy administrator.

24.Further Assurances.  The Recipient agrees to use his or her reasonable efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for the Recipient’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.

25.Addendums.  The Company may adopt addendums to this Agreement, which shall constitute part of this Agreement.

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EX-10.14

Exhibit 10.14

Form of

This Booklet constitutes the Plan Document.

SPX FLOW

Plan Document

SPX FLOW Executive Long-Term Disability Plan 

Effective [·]

Table of Contents

Schedule of Benefits	4
Eligibility	4
Effective Date of Coverage	5
Cost of Coverage	5
Payments	5
Benefit Amount	5
Coordination with Other Income Benefits	5
No Reduction in Benefits for Social Security Cost-of-Living Increases	6
When Your Eligibility Ends	6
Claim Filing Procedure	6
Filing a Claim	6
When You Can Expect to Learn if Benefits Have Been Approved	7
How You Will Learn of a Benefits Determination	7
How You Appeal Benefit Denials	7
How You Appeal a Second Time	8
General Provisions	9
Administration of the Plan	9
Applicable Law	10
Benefits Not Transferable	10
Cancellation of Coverage	10
Clerical Error	10
Conformity with Statutes	10
Effective Date of the Plan’s Adoption	10
Effect of Oral or Written Statements	10
Examinations Required by the Plan	11
Health Care Responsibilities	11
Incapacity	11
Limits on Liability	11
Lost Distributees	11
Misrepresentation	11
No Fault Coordination	12
No Guarantee of Tax Consequences	12
No Vested Rights to Benefits	12
Plan Is Not a Contract	12
Plan Modification and Amendment	12
Plan Termination	12
Recovery of Overpayment	12
Severability	13
Time Effective	13
Unfunded Plan	13
Waiver & Estoppel	13
Workers’ Compensation Not Affected	14
Administrative Information	15
Glossary of Terms	16

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Using This Booklet

This benefits booklet provides information about the SPX FLOW Executive Long-Term Disability Plan (the Plan), effective for disabilities beginning on or after July 1, 2015.  The Plan does not provide benefits for disabilities beginning prior to July 1, 2015.

It is your responsibility to understand the terms and conditions in this Booklet.  This Booklet constitutes the Plan Document.

Italicized words are defined terms that are either defined in the text or can be found in the “Glossary of Terms” section at the end of this booklet.

Please keep this booklet for your future reference.

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Schedule of Benefits

The following “Schedule of Benefits” is designed as a quick reference.  For further description of the provisions regarding schedule of benefits, including related definitions, elimination periods, limitations, maximum benefit period, exclusions and termination, please refer to the SPX FLOW, Inc. Long-Term Disability Plan and the remainder of this booklet.

	Plan Benefit Amount	Duration
After 26 weeks of continuous disability.	60% of the following: ·pre-disability annual base pay, minus $200,000 plus ·target bonus*, minus $200,000	Until maximum benefit period has been reached, you are no longer disabled or you reach age 65, whichever is earlier.
Participation in an approved rehabilitation services program as defined in the SPX FLOW, Inc. Long-Term Disability Plan.	70% of the following: ·pre-disability annual base pay, minus $200,000 plus ·target bonus*, minus $200,000	Until your participation in an approved rehabilitation services program ends.
Pay from a modified job, an alternate job or from part-time work while you remain disabled.	1st 18 months of long-term disability benefits: No reduction in Plan benefits unless your Plan and other SPX FLOW disability benefits combined with income from employment exceed your pre-disability earnings. After 18 months of Plan benefits, Plan benefits are reduced by 50% of income from other employment to a combined total of no more than 100% of your indexed pre-disability earnings.	Until you cease other employment while still covered by the Plan or until you are no longer determined to be disabled.

*For purposes of determining the Benefit Amount, any portion of the target bonus in excess of 100% shall not be considered.

Eligibility

An employee shall become a participant in the Plan upon designation as such by the Board of Directors of SPX FLOW (the “Board”) or the Compensation Committee of the Board (the “Committee”).

As part of the Separation and Distribution Agreement by and between SPX Corporation and SPX FLOW dated as of [·], SPX Corporation and SPX FLOW entered into the Employee Matters Agreement dated as of [·] (the “EMA”).  In accordance with the EMA, all liabilities for Flowco Employees (as defined in the EMA) who participated under the SPX Corporation Executive Long-Term Disability Plan (the “Prior Plan”) immediately prior to the Effective Time (as defined in the EMA) are to be transferred to the Plan as of the Effective Time, and such Flowco Employees shall become Participants in the Plan as of the Adoption Date.

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Effective Date of Coverage

If you are designated to participate in the Plan, you are a covered person under the Plan effective as of your date of hire, or appointment by the Board or the Committee to participate, whichever is later.

Cost of Coverage

The Employer pays the full cost of your Plan coverage.  Because the Employer pays for this benefit, benefits from the Plan are subject to certain taxes when received.  Please consult with your tax and/or financial advisor regarding your participation in this Plan.

Payments

You shall receive a benefit payment under this Plan: (a) if you are a participant in the SPX FLOW, Inc. Long-Term Disability Plan, for each month you actually receive and are entitled to a payment under such plan, or (b) if you are not a participant in the SPX FLOW, Inc. Long-Term Disability Plan, for each month you would be entitled to a payment under such plan if you were a participant in the plan.  Plan benefit payments are made monthly.

Benefit Amount

Your Plan benefits are based on your earnings prior to your disability.  The Plan provides a benefit equal to 60% of your pre-disability earnings.  Your benefit is based on your pre-disability earnings as of your last day worked.

If you are participating in an approved rehabilitation services program, your benefit will be increased to 70% of your pre-disability earnings.

This Plan does not provide any child care, survivor or family care expense benefits.

There is no minimum monthly benefit under this Plan.

Coordination with Other Income Benefits

The amount of your Plan benefits will be reduced by other income benefits, but only to the extent that any other SPX FLOW disability plan benefits are not already offset by such other income benefits.

Other income benefits include, but are not limited to the following:

·Any sick pay or other salary continuation paid to you by SPX FLOW;

·Workers’ Compensation benefits;

·Unemployment compensation benefits;

·Any state or federal disability benefits;

·Automobile no-fault wage replacement benefits;

·Wage replacement benefits recovered from a third party;

·Any benefit received from the SPX FLOW Supplemental Retirement Plan for Top Management;

·Any benefit from a defined benefit pension plan to which SPX FLOW or SPX Corporation has contributed or has liability for;

·Any benefit from the SPX Corporation Supplemental Individual Account Retirement Plan;

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·Any Social Security benefits that you or your spouse or dependents are eligible for due to your disability or age; or

·Any estimated Social Security Disability Insurance (“SSDI”) benefits you would have received, should you fail to take the necessary steps in applying for your SSDI benefits or should your SSDI benefit determination not be received within 12 months of commencement of your Plan benefit.

In order to receive benefits under this Plan, you must apply for Social Security benefits, provide proof of application to the Claims Administrator, and pursue any appeals to the extent determined by the Claims Administrator.

To the extent that any of the above payments are made in a lump sum but are intended to provide coverage over an extended period of time, such as a lump-sum pension payment, the payment will be treated for purposes of this Plan as if it had been paid over the expected duration of the period.  For example, a lump-sum pension payment will be treated as if it were paid out in equal monthly installments over the remainder of your expected life span, as determined by SPX FLOW or the Claims Administrator.  Your Plan benefit payment would be reduced by the monthly installment amount.

All offsets are based on the gross (before-tax) amount of any income benefit that you or your spouse or dependent is eligible to receive from other sources, such as Social Security.

No Reduction in Benefits for Social Security Cost-of-Living Increases

Your Plan benefit will be reduced by the amount of the Social Security benefit provided to you, your spouse and your dependents when it is first awarded.  However, future cost-of-living increases to your Social Security benefit or to that of your dependents will not further reduce your Plan benefit.

When Your Eligibility Ends

Your eligibility for Plan coverage ends on the earliest of the following:

·You are no longer eligible for coverage;

·You transfer to a non-eligible employee group or your participation was discontinued by the Board or the Committee;

·Your approved leave of absence ends;

·You are laid off; or

·Your employment with SPX FLOW ends.

Claim Filing Procedure

Filing a Claim

A claim for benefits is a request for a Plan benefit or benefits, made by you or by your representative, that complies with the Plan’s procedure for making benefit claims.  The procedure for filing a claim is to contact the Claims Administrator when you have been receiving short-term disability benefits under the SPX FLOW, Inc. Short-Term Disability Plan for three months and apply for benefits under this Plan.

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When You Can Expect to Learn if Benefits Have Been Approved

The Claims Administrator will notify you of the Plan’s benefit determination within a reasonable period of time after receipt of the application, but not later than 45 days after receipt of the application by the Plan.  This period may be extended by the Plan for up to 30 days provided that the extension is necessary due to matters beyond the control of the Plan and the Claims Administrator notifies you prior to the expiration of the initial 45-day period.  The notice will state the reason for the extension and the date by which the Plan expects to render a decision.  If, prior to the end of the first 30-day extension period, the Claims Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be made within that extension period, the Plan may take another 30-day extension.  Again, the Plan must notify you of the reasons for the extension and the date on which the Plan expects to render a decision.  If the extension is necessary due to your failure to submit the information necessary to determine your qualification for Plan benefits, the notice of extension will describe the required information.  You will then have 45 days from receipt of the notice within which to provide the specified information.

How You Will Learn of a Benefits Determination

The Claims Administrator will provide you with written notification of the Plan’s benefit determination.  If benefits are denied, the benefit determination will include:

·the specific reasons for the denial;

·reference to the specific Plan provisions on which the determination is based;

·a description of any additional material or information necessary for you to complete the claim and an explanation of why such material or information is necessary;

·a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action following an adverse benefit determination on review;

·if an internal rule, guideline, protocol, or other criterion was relied upon in the decision-making, either (1) a copy of such rule, guideline, or protocol or (2) a statement that a copy of such rule, guideline, or protocol will be provided to you free of charge upon request; and

·if the denial was based on a medical necessity or experimental treatment or similar exclusion or limit, either (1) an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to your medical circumstances, or (2) a statement that such explanation will be provided free of charge upon request.

How You Appeal Benefit Denials

If you wish to appeal an adverse benefit determination, you must do so within 180 days of receiving the benefit denial/adverse benefit determination.  Your appeal should be addressed to the Claims Administrator at the address shown in the back of this booklet.  Correspondence should include your Social Security number, your name, the claim information, and the service dates in question.  State the reason(s) for disagreement and attach any relevant information, such as additional medical evidence.  You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for Plan benefits.  You will be notified within 45 days of the date the Claims Administrator receives your appeal of the outcome of your appeal.  If the Claims Administrator determines that an extension of time for processing the claim is necessary, written notice will be furnished prior to the termination of the initial 45-day period.  In no event will the extension exceed 45 days from the end of the initial 45-day period.  The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to return a determination.

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In the case of an adverse decision, the notification will include:

·the specific reasons for the adverse determination;

·reference to the specific Plan provisions on which the benefit determination is based;

·a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents and records relevant to your claim for benefits, without regard to whether such records were considered or relied upon in making the adverse benefit determination on review, including any reports, and the identities, of any experts whose advice was obtained;

·a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action following an adverse benefit determination on review;

·if an internal rule, guideline, protocol, or other criterion was relied upon in the decision-making, either (1) a copy of such rule, guideline, or protocol or (2) a statement that a copy of such rule, guideline, or protocol will be provided free of charge to the claimant upon request;

·if the adverse benefit determination was based on a medical necessity or experimental treatment or similar exclusion or limit, either (1) an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or (2) a statement that such explanation will be provided free of charge upon request.

How You Appeal a Second Time

If your first level appeal is denied, you may appeal a second and final time to the [·] (SPX FLOW Administrative Committee).  You must do so within 180 days of receiving the adverse response to your appeal.  Your second level appeal should be addressed to the [·].  Correspondence should include your Social Security number, your name, the claim information, and the service dates in question.  State the reason(s) for disagreement and attach any relevant information, such as additional medical evidence.  You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for Plan benefits, including information about your first appeal, including the names and credentials of experts who advised the Plan on your benefits.  If your appeal requires a medical judgment, the SPX FLOW Administrative Committee will consult with independent (i.e., separate from any professionals consulted on the earlier adverse determinations) health care and/or vocational professionals about the circumstances surrounding your claim and will provide you with the names of medical or vocational experts whose advice was obtained on behalf of the Plan.

You will be notified within 45 days of the date the SPX FLOW Administrative Committee receives your second appeal of the outcome of such appeal.  If the SPX FLOW Administrative Committee determines that an extension of time for processing the claim is necessary, written notice will be furnished prior to the termination of the initial 45-day period.  In no event will the extension exceed 45 days from the end of the initial 45-day period.  The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to return a determination.

The SPX FLOW Administrative Committee will provide you with written notification of a Plan’s benefit determination on review.  In the case of an adverse decision, in addition to the information required to be included in the notification of denial of the first appeal, the notification of denial of the second appeal will also include:

·a statement describing any voluntary appeal procedures offered by the Plan and your right to obtain the information about such procedures;

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·a statement of your right to bring a civil action following an adverse benefit determination on review;

·a statement advising you that you and the Plan may have other voluntary alternative dispute resolution options, such as mediation.

You may not bring a lawsuit regarding the Plan prior to the expiration of the claims and review procedures set out above.  After exhausting the Plan’s administrative claim and appeal provisions, if you wish to bring a lawsuit in either state or federal court challenging a claim denial, you must commence the lawsuit no later than one year after you receive a final denial letter indicating that you have exhausted your administrative appeals and have the right to file a lawsuit.  In addition to this one year deadline that applies to filing a lawsuit after the claims and appeals procedures are exhausted, a general time limitation shall apply to all lawsuits involving all types of Plan issues.  You must commence any such lawsuit involving Plan claims no later than two years after you first receive information that constitutes a clear repudiation of the rights you are seeking to assert (i.e., the underlying event or issue that should have triggered your awareness that your rights under the Plan may have been violated).  Although any period of time when your claim is in the claims procedure described above (i.e., the time between when you file a claim for benefits with the Claims Administrator and the time you receive a final determination letter from the SPX FLOW Administrative Committee) does not count against the two-year period, once the claims procedure process is completed, the two-year period will continue running from the point at which it was tolled.

General Provisions

Administration of the Plan

SPX FLOW is the Plan Administrator.  The Plan Administrator has full charge of the operation and management of the Plan.  SPX FLOW has retained the services of an independent Claims Administrator.

The Plan Administrator or its agent or delegate, has the absolute authority and discretion to:

·Interpret the terms of the Plan, including the Plan’s eligibility provisions and its provisions relating to determination of the amount, manner and time of payment of any benefits payable under the Plan;

·Resolve ambiguities, inconsistencies, or omissions in the Plan;

·Adopt, amend and rescind rules and regulations pertaining to its duties under the Plan;

·Make such determination as to the right of any person to a benefit;

·To employ such professional services and advisors as may be required in carrying out the provisions of the Plan;

·Keep all such books, records and other data as may be deemed necessary for the administration of the Plan; and

·Make all determinations necessary or advisable for the discharge of its duties under the Plan.

Benefits shall be paid under this Plan only if the Plan Administrator (or its agent or delegate), in its or their sole discretion, determines that you are entitled to them.  The Plan Administrator’s (or its agent’s or delegate’s) decision is final and binding on all parties.

SPX FLOW has delegated the responsibility for reviewing initial claims and initial appeals of adverse benefit determinations to the Claims Administrator.  The SPX FLOW Administrative Committee, or a subcommittee or delegate thereof, will review all second level appeals.  The SPX FLOW Administrative Committee, or subcommittee or delegate thereof, can interpret the Plan

9

terms and determine eligibility for and entitlement to Plan benefits in accordance with the Plan terms.

Any delegation or subsequent delegation shall include the same discretionary and final authority that SPX FLOW has listed herein, and any decisions, actions, or interpretations made by an delegate shall have the same final and binding effect as if made by SPX FLOW.

Applicable Law

Except to the extent superseded by federal law, the Plan and all rights and duties thereunder shall be governed, construed and administered in accordance with the laws of the State of North Carolina.

Benefits Not Transferable

No person other than a covered person is entitled to receive benefits under this Plan.  The right to receive benefits cannot be assigned, sold, transferred or pledged by you or reached by your creditors or anyone else.

Cancellation of Coverage

If you make a material misrepresentation on a claim for this Plan’s benefits, SPX FLOW may cancel your coverage, effective on or anytime after the date of the claim, without giving advance notice.

If you no longer meet the eligibility requirements, coverage is cancelled automatically.  (See the “Eligibility” section.)

If the Plan is terminated, coverage is cancelled automatically.  (See the “Plan Termination” section.)

Cancellation of coverage is effective on the date of cancellation and ends all rights under this Plan.

Clerical Error

No clerical error on the part of SPX FLOW or the Claims Administrator will operate to defeat any of the rights, privileges, services, or benefits of any employee, nor create or continue coverage that would not otherwise validly become effective or continue.  An equitable adjustment of benefits will be made when the error or delay is discovered.

Conformity with Statutes

Any Plan provision that conflicts with statutes applicable to this Plan is amended to conform to the minimum requirements of said statute(s).

Effective Date of the Plan’s Adoption

The effective date of the adoption of the Plan is [·] (“Adoption Date”).

Effect of Oral or Written Statements

Any oral or written representation made by an employee or representative of SPX FLOW, the Claims Administrator, the Plan Administrator or any other individual or entity that alters, modifies, amends, or is inconsistent with the written terms of the Plan shall be invalid and unenforceable and may not be relied upon by you or any other person or entity, unless such representation meets the requirements of the Plan Modification and Amendment section or Plan

10

Termination section below.  Unless and until changes in the Plan are formally announced by SPX FLOW, no one is authorized to give you assurance that a change will or will not occur.

In the event of a discrepancy between any statements (oral or written) given to you and the Plan document, the Plan document as interpreted within the sole discretion of the Plan Administrator will control.

Examinations Required by the Plan

The Plan, at its own expense, will have the right to require a physical examination, a functional capacities assessment, a transferable skills analysis, or other examinations relevant to a claim of a person receiving benefits or for whom a claim for benefits is pending under this Plan when and as often as it may reasonably require during the pendency of a claim.

Health Care Responsibilities

All responsibility for health care decisions with respect to a covered person concerning any treatment, choice of health care provider, drug, service or supply shall rest exclusively with the covered person and/or the covered person’s treating health care provider.  SPX FLOW has no responsibility for any such medical decision(s) or for any act(s) or omission(s) of the covered person or any physician, hospital, pharmacist, nurse, or other provider of health care goods or services.

Incapacity

If, in SPX FLOW’s opinion, a covered person for whom a claim has been made is incapable of furnishing a valid receipt of payment and, in the absence of written evidence to the Plan of the qualification of a guardian or personal representative for his or her estate, SPX FLOW may on behalf of the Plan, at its discretion, make any and all such payments to the service provider or other person providing for the care and support of such person.  Any payment made will constitute a complete discharge of the Plan’s obligation for such payment.

Limits on Liability

Liability is limited to benefits specified in the Plan.  SPX FLOW will not be liable for the negligence, wrongful act or omission of any service provider or their employees or any other person.  The Plan liability will be limited to the benefits described herein.

Lost Distributees

Any payable benefit will be deemed forfeited if:

·The Plan Administrator cannot locate the covered person to whom payment is due, and

·Such benefits would be reinstated if the covered person submits a claim for the forfeited benefits within the time prescribed in the “Claim Filing Procedure” section.

Misrepresentation

If the covered person or anyone acting on behalf of or with respect to the covered person makes a false statement on the claim, or withholds information with intent to deceive or affect the acceptance of the claim or the risks assumed by the Plan, or otherwise misleads the Plan, the Plan will be entitled to recover its damages, including legal fees, from the covered person, or from any other person responsible for misleading the Plan, and from the person for whom the benefits were provided.  Any material misrepresentation on the part of the covered person or anyone acting on behalf of or with respect to the covered person in making application for claims will render the coverage under this Plan void.

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No Fault Coordination

This Plan shall be secondary in coverage to any no fault automobile insurance policy, regardless of any election made to the contrary by you, your spouse or your dependents.

No Guarantee of Tax Consequences

Neither SPX FLOW, the Plan Administrator, the Claims Administrator nor any other person, as applicable, makes any commitment or guarantee of any particular tax treatment for any benefits provided or amounts paid to, or for the benefit of, a covered person.  In addition, should any federal, state or local income tax withholding requirements, Social Security withholding requirements, or any other employee tax requirements be applicable to the benefits provided under the Plan, a covered person shall make appropriate arrangements with SPX FLOW to satisfy any such requirements.  If no such arrangements are made, SPX FLOW may provide, at its discretion, for withholding and tax payments as required.

No Vested Rights to Benefits

Nothing in the Plan, or any other document describing, interpreting or relating to the Plan shall be construed to provide vested, nonforfeitable, nonterminable or nonchangeable benefits or rights thereto.  No one has a vested right to benefits under this Plan, and you may not rely on any statement or promise to the contrary.

Plan Is Not a Contract

The Plan will not be deemed to constitute a contract between SPX FLOW and any employee or to be a consideration for, or an inducement or condition, of, the employment of any employee.  Nothing in the Plan will be deemed to give any employee the right to be retained in the service of SPX FLOW.

Plan Modification and Amendment

SPX FLOW, through the Board or the Committee, reserves the right to amend or modify the Plan, from time to time, in its sole discretion.  Such amendment or modification may affect benefits on both a retroactive and prospective basis.

Plan Termination

SPX FLOW, through the Board or the Committee, reserves the right to terminate the Plan at any time.  Upon termination, the rights of the covered persons to benefits are limited to those benefits due and payable immediately prior to such termination.

Recovery of Overpayment

SPX FLOW has the right to recover the amount of any payments exceeding the maximum payment.  Also, such a recovery may be paid by offset against benefits that otherwise would be payable by this Plan.  If SPX FLOW makes any payment that, according to the Plan terms, should not have been made, SPX FLOW may recover that incorrect payment, whether or not it was SPX FLOW’s error, or the error of the person or entity to whom it was made or the error of any other party.

In some situations, another person, insurance policy or plan of benefits may be responsible to pay benefits to you for injury and/or illness.  SPX FLOW maintains the right to recover on its own behalf amounts for medical expenses paid when responsibility lies elsewhere, which is called the “right of subrogation.”  In this regard, SPX FLOW is subrogated to all of your rights of recovery

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as against any person and under any insurance policy, or plan of benefits, which would be obligated to pay benefits to you for any injury and/or illness, to the full extent of any payment made under the Plan.

You are not permitted after injury and/or illness to prejudice SPX FLOW’s rights and you shall do everything necessary to secure such rights, including, but not limited to, providing SPX FLOW with notice of any and all claims you make for such injury and/or illness.  Any and all amounts recovered by you (whether by lawsuit, settlement or otherwise), regardless of designation of said recovery, shall be apportioned as follows: SPX FLOW shall be reimbursed first to the full extent of its payment under this Plan.  If any balance then remains from such recovery, it shall be applied to reimburse you and any other plan providing benefits to you as the interest may appear.

If SPX FLOW incurs attorneys’ fees in order to pursue its subrogation interest, you shall be obligated to reimburse SPX FLOW in full from any amount recovered.  Under no circumstances shall the Plan be obligated to pay a fee or costs to your attorney.  The Plan’s rights shall not be defeated by any “Make-Whole Doctrine” or similar doctrine which, if applicable would prevent the Plan from recovering unless a covered person has been “made whole” with respect to the illness or injury that is the responsibility of a third party.  The Plan’s rights will also not be subject to any “Common Fund” or similar doctrine requiring the Plan to pay your attorneys’ fees expended in obtaining a recovery.

Severability

In the event any provision of this Plan adopted hereunder shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable, and this Plan adopted hereunder shall be construed and enforced as if said illegal or invalid provisions had never been inserted therein.

Time Effective

The effective time with respect to any dates used in the Plan will be 12 a.m. (midnight) as may be legally in effect at the address of the Plan Administrator unless otherwise stated.

Unfunded Plan

The Plan is intended to be an unfunded welfare plan maintained by SPX FLOW for the purpose of providing benefits for a select group of management or highly compensated employees, pursuant to Section 104(a)(3) of the Employee Retirement Income Security Act of 1974 (ERISA) and Department of Labor regulation Section 2520.104-24 thereunder, or any statutory or regulatory provisions that may hereafter replace such sections.  No covered person shall be required or permitted to make contributions to the Plan.

All benefits under this Plan are an unfunded obligation of the Company.  Nothing herein contained shall require SPX FLOW to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to this obligation. Title to and beneficial ownership of any policies of insurance purchased or funds invested by SPX FLOW, including the proceeds, income and profits therefrom, which SPX FLOW may make to fulfill its obligations under this Plan shall at all times remain in the Company.

Waiver & Estoppel

No term, condition or provision of the Plan shall be waived, and there shall be no estoppel against the enforcement of any provision of the Plan, except by written direction of the Plan

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Administrator.  No such waiver shall be deemed a continuing waiver unless specifically stated. Each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.  No failure to enforce any provision of this Plan shall affect the right thereafter to enforce such provision, nor shall such failure affect its right to enforce any other provision of this Plan.

Workers’ Compensation Not Affected

This Plan is not in lieu of, and does not affect any requirement for, coverage by Workers’ Compensation insurance.

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Administrative Information

Benefits Administration

This section contains information pertaining to your Plan.  You won’t use this information every day.  But, if you wish to communicate with the administrator or find out where you can get more information, this section will help you.

General Administrative Information

Name of Plan

SPX FLOW Executive Long-Term Disability Plan

Name, Address, and Phone Number of Employer/Plan Sponsor

SPX FLOW

13320 Ballantyne Corporate Place

Charlotte, NC 28277

Phone: [·]

Address for First Level Appeal

The designated Claims Administrator is:

Sun Life Financial

Appeals Unit

P.O. Box 81601

Wellesley Hills, MA 02481

Name, Address, and Phone Number of Plan Administrator, Fiduciary, and Agent for Service of Legal Process

SPX FLOW

13320 Ballantyne Corporate Place

Charlotte, NC 28277

Phone: [·]

Legal process may be served upon the Plan Administrator.

Ending Date of Plan Year

December 31

Procedures for Filing Claims

For detailed information on submitting claims for benefits, refer to the section entitled “Claim Filing Procedure.”

The designated Claims Administrator is:

Sun Life Financial
Long Term Disability Claims
PO Box 81830
Wellesley Hills, MA 02481

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Glossary of Terms

Certain words and terms used will be defined as follows and are shown in italics throughout this Plan.

Base Pay

Your base pay is equal to your expected annual pay, exclusive of bonuses.

Claims Administrator

The company contracted by SPX FLOW that is responsible for processing benefits claims under the Plan terms and other administrative services deemed necessary for the Plan operation, as delegated by SPX FLOW from time to time.  Currently, this is Sun Life Financial; the Company may designate a new Claims Administrator at any time.

Covered Person

A person who is eligible for coverage under this Plan upon satisfying the eligibility requirements.

Disability/Disabled

You are considered disabled under this Plan if: (a) you are entitled to payment of benefits under the SPX FLOW, Inc. Long-Term Disability Plan; or (b) you would be entitled to payment of benefits under the SPX FLOW, Inc. Long-Term Disability Plan if you were a participant under such plan.

Earnings

Earnings are based on your annual base pay, less $200,000, plus target bonus under the annual executive bonus plan, less $200,000.  For purposes of determining the Benefit Amount, any portion of the target bonus in excess of 100% shall not be considered.

Effective Date

The Adoption Date or the date on which the covered person’s coverage commences, whichever occurs later.

Employer/Company

SPX FLOW, a Delaware corporation, and each of its majority owned domestic subsidiaries.

Indexed Pre-disability Earnings

Pre-disability earnings increased by the lesser of:

·any annual change in the Consumer Price Index, or

·7%

Plan

The SPX FLOW Executive Long-Term Disability Plan.

Plan Administrator

The Plan Administrator is SPX FLOW (or its agent or delegate) and is responsible for the day-to-day functions and management of the Plan.

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EX-10.15

Exhibit 10.15

FORM OF

SPX FLOW
EXECUTIVE ANNUAL BONUS PLAN

SPX FLOW, Inc., a Delaware corporation (the “Company”), adopts the SPX FLOW Executive Annual Bonus Plan (the “Plan”) for the purpose of enhancing the Company’s ability to attract and retain highly qualified executives and to provide additional financial incentives to such executives to promote the success of the Company and its subsidiaries.  Remuneration payable under the Plan is intended to constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and Section 1.162-27 of the Treasury Regulations promulgated thereunder, and the Plan shall be construed consistently with such intention.

1.Definitions.  As used herein, the following terms shall have the respective meanings indicated:

(a)“Board” shall mean the Board of Directors of the Company.

(b)“Code” shall mean the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal internal revenue law.

(c)“Committee” shall mean the Compensation Committee of the Board or such other committee appointed by the Board to administer the Plan that is comprised of not less than two directors of the Company, each of whom shall qualify in all respects as an “outside director” within the meaning of Section 162(m) of the Code and Section 1.162-27(e)(3) of the Regulations.

(d)“Company” shall mean SPX FLOW, Inc., a Delaware corporation.

(e)“Eligible Executive” shall mean the Company’s Chief Executive Officer, each other executive officer of the Company, and each other employee that the Committee determines, in its discretion, is or may be a “covered employee” of the Company within the meaning of Section 162(m) of the Code and Section 1.162-27(c)(2) of the Regulations.

(f)“Incentive Bonus” shall mean, for each Participant, an annual bonus to be paid in the amount determined by the Committee pursuant to Section 6 below.

(g)“Maximum Potential Incentive Bonus” shall mean, with respect to any Participant for any Performance Period, $4,000,000.

(h)“Participant” means, with respect to any Performance Period, an Eligible Executive who is eligible to participate in the Plan for such Performance Period in accordance with Section 3.

(i)“Performance Goal(s)” means the level or levels of Performance Measures established by the Committee for a Performance Period.

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(j)“Performance Measures” means, with respect to any Performance Period, one or more of the following, which may be expressed with respect to the Company or one or more operating units or groups, as the Committee may determine: cash flow; cash flow from operations; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from operations; net asset turnover; inventory turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; debt reduction; productivity; delivery performance; safety record; stock price; and total stockholder return.  Performance goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other companies or indices or as ratios expressing relationships between two or more performance goals.  The Committee shall provide how any Performance Measure shall be adjusted to the extent necessary to prevent dilution or enlargement of any award as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction; provided, however, that no such adjustment will be made if the effect of such adjustment would cause an award to fail to qualify as performance-based compensation within the meaning of Code Section 162(m).

(k)“Performance Period” shall mean the fiscal year of the Company, except that the initial Performance Period shall be from the Distribution Date (as defined in Section 12), or such other date set by the Committee, to the last day of the calendar year containing the Distribution Date.

(l)“Regulations” shall mean the Treasury Regulations promulgated under the Code, as amended from time to time.

2.Administration of the Plan.  The Plan shall be administered by the Committee, which shall have full power and authority to construe, interpret and administer the Plan and shall have the exclusive right to establish, adjust, pay or decline to pay an Incentive Bonus for each Participant.  Such power and authority shall include the right to exercise discretion to reduce by any amount the Incentive Bonus payable to any Participant; provided, however, that the exercise of such discretion with respect to any Participant shall not have the effect of increasing the Incentive Bonus that is payable to any other Participant.  Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, its subsidiaries, any Participant and any person claiming any benefit or right under the Plan.

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3.Eligibility.  All Eligible Executives shall be Participants in the Plan unless the Committee, in its sole and absolute discretion, designates that an Eligible Executive shall not be eligible for participation in the Plan for a Performance Period.

4.Awards.  Not later than the 90th day of each Performance Period (or such earlier date as required by Code Section 162(m)), the Committee shall designate, in writing, the Performance Goal(s) to be attained for each Participant for such Performance Period based on one or more Performance Measures, and the payout schedule detailing the total amount which may be available for payout to each Participant based upon the relative level of attainment of the Performance Goal(s).

5.Committee Certification.  As soon as reasonably practicable after the end of each Performance Period, but in no event later than March 15 following the end of such Performance Period, the Committee shall certify, in writing, (i) whether and to what extent the Performance Goal(s) for the Performance Period were satisfied, and (ii) the amount available for each Participant’s Incentive Bonus for such Performance Period based upon the payout schedule established under Section 4 for such Participant for the Performance Period.

6.Payment of Incentive Bonuses.  The amount of the Incentive Bonus actually paid to a Participant for a Performance Period shall be such amount as determined by the Committee in its sole discretion, including zero, provided that the actual Incentive Bonus paid shall not exceed the amount determined as payable by the Committee under Section 5 for the Performance Period or the Maximum Potential Incentive Bonus.  Incentive Bonuses shall be paid in cash at such times and on such terms as are determined by the Committee in its sole and absolute discretion, but in no event later than March 15 following the end of the Performance Period to which such Incentive Bonus relates.  To the extent provided by the Committee, in its sole discretion, the annual Incentive Bonus may be paid in the form of shares of Company common stock under a shareholder-approved stock plan of the Company, or may be deferred under a nonqualified deferred compensation program maintained by the Company, subject to the terms and conditions of such plan or program.

7.No Right to Bonus or Continued Employment.  Neither the establishment of the Plan, the provision for or payment of any amounts hereunder, nor any action of the Company, the Board or the Committee with respect to the Plan shall be held or construed to confer upon any person (a) any legal right to receive, or any interest in, an Incentive Bonus or any other benefit under the Plan or (b) any legal right to continue to serve as an officer or employee of the Company or any subsidiary or affiliate of the Company.  The Company expressly reserves any and all rights to discharge any Participant without incurring liability to any person under the Plan or otherwise.  Notwithstanding any other provision hereof and notwithstanding the fact that the stated Performance Goal has been achieved or the individual Incentive Bonus amounts have been determined, the Company shall have no obligation to pay any Incentive Bonus hereunder unless the Committee otherwise expressly provides by written contract or other written commitment.

8.Withholding.  The Company shall have the right to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable federal, state, local or foreign withholding tax requirements imposed with respect to the payment of any Incentive Bonus.

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9.Nontransferability.  Except as expressly provided by the Committee, the rights and benefits under the Plan are personal to the Participant and shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer or other disposition.

10.Unfunded Plan.  The Company shall have no obligation to reserve or otherwise fund in advance any amounts that are or may in the future become payable under the Plan.  Any funds that the Company, acting in its sole and absolute discretion, determines to reserve for future payments under the Plan may be commingled with other funds of the Company and need not in any way be segregated from other assets or funds held by the Company.  A Participant’s rights to payment under the Plan shall be limited to those of a general creditor of the Company.

11.Repayment/Forfeiture of Incentive Bonus.  If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) any Participant whose Incentive Bonus is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, and (b) any Participant who the Committee determines either knowingly engaged in or failed to prevent the misconduct, or whose actions or inactions with respect to the misconduct and restatement constituted gross negligence, shall be required to reimburse the Company the amount of any payment of any Incentive Bonus earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement.  To the extent such Incentive Bonus was deferred under a nonqualified deferred compensation plan maintained by the Company rather than paid to the Participant, the amount of bonus deferred (and any earnings thereon) shall be forfeited.

12.Adoption, Amendment, Suspension and Termination of the Plan.

(a)The Company has entered into a Separation and Distribution Agreement with SPX Corporation (“SPX”) (the “Separation Agreement”), which provides for a “Distribution” (as defined in the Separation Agreement), by which SPX will separate into two separate, publicly traded companies, SPX and the Company.  Until the Distribution, the Company is a wholly owned subsidiary of SPX.  The Plan was approved by SPX, as the sole shareholder of the Company, and by the Board, on [·].  The Plan shall be effective as of such approval date.

(b)Subject to the limitations set forth in paragraph (c) below, the Board may at any time suspend or terminate the Plan and may amend it from time to time in such respects as the Board may deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including Section 162(m) of the Code.

(c)No amendment, suspension or termination of the Plan shall, without the consent of the person affected thereby, materially, adversely alter or impair any rights or obligations under any Incentive Bonus previously awarded under the Plan.

13.Governing Law.  The Plan shall be construed in accordance with and governed by the laws of the State of Delaware.  The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts

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in the State of North Carolina, County of Mecklenburg, including the Federal Courts located therein (should Federal jurisdiction exist).

14.Compensation Recovery Policy.  The Incentive Bonuses awarded under this Plan shall be subject to any compensation recovery or claw back policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company.  As consideration for and by accepting any Incentive Bonus under the Plan, the Participant agrees that all prior Incentive Bonuses made by the Company to the Participant shall become subject to the terms and conditions of this Section 14.

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EX-21.1

Exhibit 21.1

Entity Name	Domestic Jurisdiction
SPX Flow Technology Argentina S.A.	Argentina
SPX Flow Technology Australia Pty Ltd.	Australia
SPX Process Equipment Pty Ltd.	Australia
Torque Tension Systems (Asia Pacfic) Pty Limited	Australia
APV Benelux NV	Belgium
SPX Flow Technology Belgium NV	Belgium
SPX Flow Technology do Brasil Indústria e Comércio Ltda.	Brazil
SPX Serviços Industriais Ltda.	Brazil
Clyde Union Canada Limited	Canada
SPX Canada Co.	Canada
SPX Flow Technology Canada Inc.	Canada
United Dominion Industries Corporation	Canada
Ballantyne Company	Cayman Islands
Ballantyne Holding Company	Cayman Islands
Medinah Holding Company	Cayman Islands
Shinnecock Holding Company	Cayman Islands
Valhalla Holding Company	Cayman Islands
SPX Chile Limitada	Chile
Anhydro China Co., Ltd.	China
APV (China) Co., Ltd.	China
Clyde Union Pumps Technology (Beijing) Co. Limited	China
General Signal (China) Co., Ltd.	China
Hangzhou Kayex Zheda Electromechanical Co., Ltd.	China
Launch Tech Company Limited	China
Marley Engineered Products (Shanghai) Co. Ltd.	China
SPX (China) Industrial Manufacturing Center Co., Ltd.	China
SPX (Shanghai) Flow Technology Co., Ltd.	China
SPX Corporation (China) Co., Ltd.	China
SPX Corporation (Shanghai) Co., Ltd.	China
SPX Industrial Equipment Manufacturing (Suzhou) Co., Ltd.	China
SPX Flow Technology s.r.o.	Czech Republic
Anhydro North America, Inc.	Delaware
Clyde Pumps, Inc.	Delaware
Clyde Union (US) Inc.	Delaware
Corporate Place LLC	Delaware
Delaney Holdings Co.	Delaware
Johnson Pumps of America, Inc.	Delaware
S & N International, L.L.C.	Delaware
SPX Flow Holdings, Inc. (formerly Kayex China Holdings, Inc.)	Delaware
SPX Flow Receivables LLC	Delaware
SPX Flow Technology Systems, Inc.	Delaware
SPX Flow Technology USA, Inc.	Delaware
SPX Flow US, LLC	Delaware

1

SPX FLOW, Inc.	Delaware
SPX International Management LLC	Delaware
SPX Latin America Corporation	Delaware
SPX Denmark Holdings ApS	Denmark
SPX Flow Technology Copenhagen A/S	Denmark
SPX Flow Technology Danmark A/S	Denmark
SPX Flow Technology Finland Oy	Finland
Clyde Union (France) S.A.S.	France
Clyde Union S.A.S.	France
SPX Flow Technology SAS	France
SPX France Holdings SAS	France
Medinah Holding GmbH	Germany
SPX FLOW Germany Holding GmbH	Germany
SPX Flow Technology Hanse GmbH	Germany
SPX Flow Technology Moers GmbH	Germany
SPX Flow Technology Norderstedt GmbH	Germany
SPX Flow Technology Rosista GmbH	Germany
SPX Flow Technology Unna GmbH	Germany
SPX Flow Technology Warendorf GmbH	Germany
SPX International GmbH (formerly SPX International e.G.)	Germany
SPX International Holding GmbH	Germany
SPX U.L.M. GmbH	Germany
Anhydro (Hong Kong) Limited	Hong Kong
SPX Flow Technology Hong Kong Limited	Hong Kong
SPX Flow Technology Hungary Kft. (SPX Flow Technology Hungary Mérnöki és Képviseleti Kft.)	Hungary
Clyde Pumps India Pvt Limited	India
Rathi Lightnin Mixers Limited	India
SPX Flow Technology (India) Private Limited	India
SPX India Private Limited	India
PT Barata David Brown Gear Industries	Indonesia
PT. Clyde Union Pumps Indonesia	Indonesia
SPX Flow Technology Dublin Limited	Ireland
SPX Flow Technology Kerry Limited	Ireland
SPX Flow Technology Italia S.p.A.	Italy
SPX Flow Technology Santorso S.r.l.	Italy
SPX Flow Technology Japan, Inc.	Japan
SPX Korea Co., Ltd.	Korea
Clyde Union (Holdings) S.á.r.l.	Luxembourg
Clyde Union S.á.r.l.	Luxembourg
Merion Finance S.á.r.l.	Luxembourg
Oakmont Finance S.á.r.l.	Luxembourg
SPX Clyde Luxembourg S.á.r.l.	Luxembourg
SPX Luxembourg Acquisition Company S.á.r.l.	Luxembourg
SPX Luxembourg Holding Company S.á.r.l.	Luxembourg
APV Hills and Mills (Malaysia) Sdn Bhd	Malaysia

2

Ballantyne Holding Mauritius Limited	Mauritius
SPX Flow Technology Mexico, S. A. de C.V.	Mexico
Clyde Union Inc.	Michigan
APV Benelux B.V.	Netherlands
General Signal Ireland B.V.	Netherlands
SPX Flow Technology Assen B.V.	Netherlands
SPX Flow Technology Etten-Leur B.V.	Netherlands
SPX Netherlands B.V.	Netherlands
SPX Flow Technology New Zealand Limited	New Zealand
SPX Flow Technology Norway AS	Norway
Invensys Philippines, Inc.	Philippines
SPX Flow Technology Poland sp. z.o.o.	Poland
SPX Russia Limited	Russia
APV Middle East Limited	Saudi Arabia
Clyde Union (Holdings) Limited	Scotland
Clyde Union (Indonesia) (Holdings) Limited	Scotland
Clyde Union China Holdings Limited	Scotland
Clyde Union Limited	Scotland
Drysdale & Company Limited	Scotland
Girdlestone Pumps Limited	Scotland
Mather & Platt Machinery Limited	Scotland
Newlands Junior College Limited	Scotland
The Harland Engineering Co. Limited	Scotland
Turnberry Rubicon Limited	Scotland
Turnberry Rubicon Limited Partnership	Scotland
Clyde Union South East Asia Pte. Ltd.	Singapore
SPX Flow Technology Singapore Pte. Ltd.	Singapore
SPX Singapore Pte. Ltd.	Singapore
S&N Pump (Africa) Ltda.	Angola
SPX Flow Technology (Pty) Limited	South Africa
SPX Flow Technology Korea Co., Ltd.	South Korea
SPX Flow Technology Ibérica S.A.	Spain
Fastighets AB Klädeshandlaren	Sweden
SPX Flow Technology Sverige AB	Sweden
SPX Flow Technology Sweden AB	Sweden
S & N Pump Company	Texas
S & N Pump Middle East, LLC	Texas
SPX Flow Technology (Thailand) Limited	Thailand
Clyde Union Middle East LLC	United Arab Emirates
Clyde Union Pumps Middle East FZE	United Arab Emirates
SPX Middle East FZE	United Arab Emirates
APV Overseas Holdings Limited	United Kingdom
Carnoustie Finance Limited	United Kingdom
Clyde Pumps Limited	United Kingdom
Clyde Union DB Limited	United Kingdom
Johnston Ballantyne Holdings Limited	United Kingdom

3

Muirfield Finance Company Limited	United Kingdom
S&N Pump and Rewind Limited	United Kingdom
South Eastern Europe Services Limited	United Kingdom
SPX Clyde UK Limited	United Kingdom
SPX Europe Shared Services Limited	United Kingdom
SPX Flow Technology Crawley Limited	United Kingdom
SPX Flow Technology Limited	United Kingdom
SPX Flow Technology London Limited	United Kingdom
SPX International Limited	United Kingdom
SPX UK Holding Limited	United Kingdom
Torque Tension Systems Limited	United Kingdom
UD-RD Holding Company Limited	United Kingdom
Union Pump Limited	United Kingdom

4

EX-99.1

Exhibit 99.1

[    ·    ], 2015

Dear SPX Corporation Shareholder:

        We are pleased to inform you that on [    ·    ], 2015, the board of directors of SPX Corporation ("SPX") approved the spin-off of SPX FLOW, Inc. ("Flowco"), a wholly-owned subsidiary of SPX. Upon completion of the spin-off, SPX shareholders will own 100% of Flowco outstanding common stock.

        We believe separating Flowco from SPX, allowing each company to operate as an independent, publicly-traded company, is in the best interests of both SPX and Flowco. We believe the spin-off will allow management of each company greater flexibility to focus on their respective businesses, to pursue opportunities in their respective operations, and to increase each company's access to capital, enabling them to create significant value for shareholders, customers and employees.

        Flowco will consist of SPX's current Flow Technology reportable segment, SPX's Hydraulic Technologies business, various related legal entities, and certain SPX corporate assets and liabilities. Flowco's broad component offerings will include a variety of centrifugal and reciprocating pumps, various control valves, filtration and dehydration equipment, mixers, heat exchangers and hydraulic technologies. It will also provide skidded and full-line systems, as well as aftermarket replacement components, parts and services. We believe that Flowco is well-positioned for future growth and operational improvement as a leading provider of highly engineered flow technologies, solutions and aftermarket parts and services for food and beverage, power and energy and industrial applications.

        SPX, the existing publicly-traded company, will continue to hold SPX's current Thermal Equipment and Services reportable segment and its power transformer, Radiodetection, Genfare and communications businesses. SPX's key product lines will include a wide variety of cooling technologies, power transformers, heat exchangers, pollution control filters, residential and commercial boilers, comfort heating products, underground locators, fare collection systems and communication technologies. We believe that SPX will be well-positioned after the spin-off for a global power market recovery and infrastructure investment with leading positions in power and HVAC markets and a diverse offering of highly engineered, specialty infrastructure products.

        The spin-off will be completed by way of a pro rata distribution of Flowco common stock to SPX's shareholders of record as of the close of business, Eastern time, on [    ·    ], 2015, the spin-off record date. Each SPX shareholder will receive, effective as of 11:59 p.m., Eastern time, on [    ·    ], 2015, one share of Flowco common stock for every share of SPX common stock held by such shareholder on the record date. The distribution of these shares will be made in book-entry form, which means that no physical share certificates will be issued.

        We intend that your receipt of shares of Flowco common stock in the distribution be tax-free for U.S. federal income tax purposes. You should consult your own tax advisor as to the particular tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws.

        The distribution does not require shareholder approval, nor do you need to take any action to receive your shares of Flowco common stock. Immediately following the spin-off, shareholders of record will own common stock in both SPX and Flowco. SPX common stock will continue to be listed and traded on the New York Stock Exchange. In connection with the spin-off, we expect SPX stock to trade under a new symbol "SPXC." We expect that Flowco common stock will be listed and traded on the New York Stock Exchange under the symbol "FLOW." You will be able to trade in the common stock of each of the companies separately.

        The enclosed information statement, which we are mailing to all SPX shareholders, describes the spin-off in detail and contains important information about Flowco, including its historical combined financial statements. We urge you to read this information statement carefully.

        Thank you for your continued support of SPX. We look forward to your support of Flowco in the future.

Yours sincerely,

Christopher J. Kearney
Chairman, President and Chief Executive Officer
SPX Corporation

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

SUBJECT TO COMPLETION, DATED AUGUST 19, 2015

INFORMATION STATEMENT

SPX FLOW, Inc.

Common Stock
(par value $0.01 per share)

        We are sending this information statement to you in connection with the separation of SPX FLOW, Inc., a newly-formed company (this company or, where relevant, the businesses and assets being transferred to this company, "Flowco"), from SPX Corporation (collectively with its predecessors and consolidated subsidiaries, other than, for all periods following the distribution, Flowco and its combined subsidiaries, "SPX"), following which Flowco will be an independent, publicly-traded company. As part of the separation, SPX is undergoing an internal reorganization, after which it will contribute or otherwise transfer to Flowco its Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities, and complete the separation by distributing all shares of Flowco common stock on a pro rata basis to the holders of SPX common stock. We refer to this pro rata distribution as the "distribution," and we refer to the separation, including the internal reorganization and distribution, as the "spin-off." We intend that your receipt of shares of Flowco common stock in the distribution be tax-free for U.S. federal income tax purposes. Every share of SPX common stock outstanding as of the close of business, Eastern time, on [    ·    ], 2015, the record date for the distribution, will entitle the holder thereof to receive one share of Flowco common stock. The distribution of shares will be made in book-entry form. The distribution will be effective as of 11:59 p.m., Eastern time, on [    ·    ], 2015. Immediately after the distribution becomes effective, Flowco will be an independent, publicly-traded company.

No vote or further action of SPX shareholders is required in connection with the spin-off. We are not asking you for a proxy. SPX shareholders will not be required to pay any consideration for the shares of Flowco common stock they receive in the spin-off, and they will not be required to surrender or exchange shares of their SPX common stock or take any other action in connection with the spin-off.

        SPX currently owns all outstanding shares of Flowco common stock. Accordingly, there is no current trading market for Flowco common stock. We expect, however, that a limited trading market for Flowco common stock, commonly known as a "when-issued" trading market, will develop beginning on or shortly before the record date for the distribution, and we expect "regular-way" trading of Flowco common stock to begin the first trading day after the distribution date. We have applied for authorization to list Flowco common stock on the New York Stock Exchange under the ticker symbol "FLOW."

        In reviewing this information statement, you should carefully consider the matters described in "Risk Factors," beginning on page 18 of this information statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this information statement is [    ·    ], 2015.

This information statement was first mailed to SPX shareholders
on or about [    ·    ], 2015.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		18
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS		35
INDUSTRY DATA		36
THE SPIN-OFF		37
DIVIDEND POLICY		47
CAPITALIZATION		48
SELECTED HISTORICAL COMBINED FINANCIAL DATA		49
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		59
BUSINESS		86
MANAGEMENT		99
EXECUTIVE COMPENSATION		107
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		139
DESCRIPTION OF MATERIAL INDEBTEDNESS AND OTHER FINANCING ARRANGEMENTS		143
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		144
DESCRIPTION OF CAPITAL STOCK		145
WHERE YOU CAN FIND MORE INFORMATION		151
INDEX TO FINANCIAL STATEMENTS		F-1

i

SUMMARY

This summary highlights information contained in this information statement and provides an overview of our company, our separation from SPX and the distribution of our common stock by SPX to its shareholders. For a more complete understanding of our business and the spin-off, you should read this entire information statement carefully, particularly the discussion set forth under "Risk Factors" beginning on page 18 of this information statement, and our audited and unaudited historical combined financial statements, our unaudited pro forma condensed combined financial statements and the respective notes to those statements appearing elsewhere in this information statement. Except as otherwise indicated or unless the context otherwise requires, "Flow Business," "Flowco," "we," "us," and "our" refer to SPX FLOW, Inc., and its combined subsidiaries after giving effect to the internal reorganization and the distribution, and "SPX" refers to SPX Corporation, its predecessors and its consolidated subsidiaries, other than, for all periods following the distribution, SPX FLOW, Inc. and its combined subsidiaries.

All dollar amounts below are in millions unless otherwise noted.

Our Company

        We are a leading global supplier of highly engineered flow components, process equipment and turn-key systems, along with the related aftermarket parts and services, into the food and beverage, power and energy, and industrial end markets. We have operations in over 35 countries and sales in over 150 countries around the world. Our innovative solutions play a critical role in helping meet rising global demand in the markets we serve. Our total revenue for 2014 was approximately $2.8 billion, with 71% from sales to destinations outside the United States, including 30% from sales into emerging markets.

        Our product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, oil and gas, power generation (including nuclear and conventional), chemical processing, compressed air and mining. Our products feature uncompromising design and quality, while offering long service life, production efficiency and cost effective performance. In addition, our products help our customers increase productivity, control costs, reduce energy and waste, and meet stringent compliance regulations. Our product development and engineering experience enables us to work closely with customers to provide solutions configured to meet their specific application and business needs.

        We report our operating results under three segments: Food and Beverage, Power and Energy, and Industrial. From a segment perspective, 35% of our 2014 revenues were within Food and Beverage, 35% within Power and Energy, and 30% within Industrial.

        We initially established a presence in flow-related businesses when we acquired Lightnin Mixers as part of the 1998 General Signal merger. In 2001, we added three more flow-related businesses, Waukesha Cherry-Burrell pumps and valves, Bran+Luebbe metering and dosing pumps, and Dollinger filtration products, through the acquisition of United Dominion Industries. Subsequent smaller acquisitions of Copes Vulcan, M&J Valve, Hankison and Johnson Pumps broadened our product offerings and improved our organic growth profile. By the end of 2007, annual revenues associated with the flow businesses had grown to more than $1.0 billion.

        In 2007, the acquisition of APV significantly expanded our geographic presence and established a global platform in the dairy and food and beverage industries. Smaller acquisitions during 2010 and 2011 of Anhydro, Gerstenberg Schroeder, Murdoch and e&e broadened our processing capabilities into discrete product categories such as butters, fats and oils, powdered products, coffee and extracts. In 2011, the acquisition of ClydeUnion Pumps ("Clyde Union") further expanded our geographic presence and established a global platform in the power and energy industry.

1

        At the end of 2013, we moved to a new operational leadership alignment focused on improving operating performance and strengthening our foundation for growth. This operational alignment was the next significant step in the development of our business and has improved our operating efficiency and enhanced our customer focus by more closely aligning our organizational resources with customers and end markets.

        We believe our current portfolio of products, highly skilled workforce, experienced leadership team, global presence and strategic initiatives, in combination with the growing demand within the end markets we serve, have us well-positioned for future growth.

        See the discussion under "Business—Company Overview" for further information.

Our Strengths

        Strong engineering expertise, highly skilled manufacturing operations and an intricate knowledge of the industries and applications in which our products are typically used are the foundations of our competitive strength. Our competitive strengths include the following:

Diversified product offering of highly engineered process technologies and flow control solutions and the ability to integrate products into automated modular and turn-key solutions:

        We believe the breadth and diversity of our product portfolio is unique to our business and provides a competitive advantage by allowing us to offer a variety of highly engineered solutions to customers, particularly on large capital investments that require multiple flow components within automated modular or full-line, turn-key systems.

Strong brands with leading market positions:

        We have a strong portfolio of brands, many of which have established leadership positions in their respective markets and product categories, with long-standing reputations for innovation and quality.

Diversified, loyal customer base, including long-standing and global customer relationships:

        We offer a unique platform with global sales, engineering, manufacturing, and design capabilities, and we leverage our deep understanding of product application, end markets and our customers to offer highly specialized and engineered solutions. We benefit from long-standing relationships with blue-chip, industry-leading companies in all of our reportable segments, as well as from low customer turnover.

Three global platforms serving attractive end markets with positive long-term growth characteristics and high barriers of entry:

        We believe we participate in highly attractive end markets with positive long-term growth characteristics. Trends positively impacting our key end markets include an increase in global demand for power and energy and processed foods and beverages, particularly in emerging markets driven by population growth, an expanding middle class, and environmental sustainability efforts. Our global scale and capabilities allow us to partner with other multi-national companies to provide products and services in many parts of the world. The complexity and highly engineered aspect of our product offering, safety and regulatory requirements and our customers' dependency on quality and reliability have created high barriers of entry for new competitors in our markets.

2

Large installed base of original equipment that provides a steady annuity stream of aftermarket sales and a global service center footprint with highly skilled and experienced service technicians:

        Our track record of providing highly engineered and high quality products also gives us a competitive edge in the aftermarket. Our many years of success have led to a large installed base of original equipment, which we believe operates most effectively with our uniquely designed parts. Many of these products are integral to the core processes of our customers, who rely on our expertise to ensure uninterrupted operations. During 2014, approximately 25% of our total revenues were derived from aftermarket parts and services.

        Our installed base, at thousands of customers across more than 70 countries, offers a significant opportunity to expand our aftermarket service business. In recent years, we have added resources and increased our capabilities to service our installed base. We have also increased our focus on developing systems with higher levels of our factory content, which supports pull-through of aftermarket parts and services.

        We are also investing in new service centers, expanding existing service centers, and adding service technicians to better serve our customers. In 2014, we opened a service center in Aberdeen, Scotland dedicated to servicing the North Sea oil and gas industry where our ClydeUnion Pumps brand has a significant installed base. We also expanded our service capabilities in nine existing service centers across the world. In 2015, we have planned investments to add service centers in the Middle East and North America. We are also pursuing a strategic service partnership in the Middle East.

Regional distribution centers and strong distribution channels:

        We have a large distribution network that includes our own regional distribution centers as well as strong, long-standing relationships with key distributors and independent sales representatives. Our ability to supply products to customers in most parts of the world with competitive lead times is a strong advantage for us in the markets we serve.

Advanced engineering focused on new product development and innovation:

        We are focused on a balanced approach to new product development and innovation aimed at enhancing and expanding our current product offerings, as well as developing cutting-edge technology. A key part of our approach to innovation is identifying the needs of our customers and developing new solutions to address those needs. Our product development programs have created a broad technology offering, giving us access to a broad range of end markets. We own approximately 170 domestic and 110 foreign patents, including approximately 20 patents that were issued in the last three years, covering a variety of our products and manufacturing methods.

Operational expertise with global manufacturing capabilities and localized operations:

        We have operations in over 35 countries, including over 50 manufacturing and/or engineering facilities and over 25 service centers. Our global footprint, skilled workforce and ability to drive continuous improvement across all aspects of our organization enable us to deliver a high quality customer experience and also maintain a competitive cost structure.

Highly skilled workforce complemented by a strong, experienced management team:

        Our senior management team has extensive industry and leadership experience. Our eleven executive officers average approximately 29 years of experience in industrial businesses. They have a successful track record in winning new contracts, driving operating efficiency, and leading improvements in technologies and solutions. The management team is committed to creating shareholder value

3

through continued operational improvement, profitable growth, strategic focus around our end markets, and disciplined execution of our capital allocation methodology.

Proven track record of delivering strong financial performance:

        We have a proven track record of driving strong growth and profitability through our highly engineered flow control systems and process equipment solutions, integrated low cost operating footprint and leading market positions. Over the last three years, we have focused on improving profitability through cost reduction efforts, a more disciplined, selective approach on large projects, improved project execution, and an expanded aftermarket presence. As part of this focus, we re-aligned our operational organization to focus more clearly on end markets.

Our Strategy

        We have developed a global, pure-play flow organization with a strong foundation on which to further grow our business. Our goal moving forward is to expand and strengthen our position as a global provider of flow control and process technology solutions. Our strategy is focused in two primary areas: driving sustainable, profitable growth and improving the efficiency of our global manufacturing operations and overall return profile of our business. The core initiatives supporting this strategy include the following:

Driving sustainable, profitable growth:

Increase our aftermarket capabilities and expand our global service center footprint:

        During 2014, approximately 25% of our total revenues were derived from aftermarket parts and services. Our aftermarket business provides a steady source of revenue and cash flows at higher margins than are typical in the sale of original equipment. We have focused initiatives across all three business segments to increase our aftermarket business.

        Our installed base at thousands of customers across the world offers a significant opportunity to expand our aftermarket service business. Today, we only service a small portion of our installed base. As we move forward, we have programs in place to secure the aftermarket business in new installations and we are also working to capture aftermarket business on our historical installations.

        In recent years, we have added resources and increased our capabilities to service our installed base. We have also increased our focus on developing systems with higher levels of our factory content, which supports pull-through of aftermarket parts and services.

        We plan to invest in new service centers, expand our capabilities at existing service centers, and add service technicians to better serve our customers. In 2015, we have planned investments to add service centers in the Middle East and North America. We are also pursuing a strategic service partnership in the Middle East.

Leverage combined technology offerings:

        Many of our products are used in similar applications and are complementary to each other. This includes providing integrated solutions for customers rather than individual components. A key part of this commercial initiative involves leveraging combined technology offerings into highly profitable market segments including oil pipelines, subsea oil exploration, nuclear power, dairy processing and chemical processing.

        As an example, we are leveraging our strong position as a valve supplier with key customer relationships in the North American oil pipeline industry to expand our sales of pipeline pump products.

4

Further develop global customer relationships:

        As we look to grow our business, we plan to strengthen our current global customer relationships through key account management programs. By increasing our intimacy with customers and gaining a deeper understanding of their business needs and investment plans, we believe we can better position our business to partner and grow with many of our large, multi-national customers.

Expand sales and distribution channels, including e-business solutions:

        Sales and distribution channels are critically important to our business model. As we work to develop stronger relationships with our current channel partners, we are also seeking new and alternative methods to expand our sales channels. One of our key areas of focus is enhancing our e-business solutions to allow customers to purchase original equipment, spares and parts on-line.

        We are also seeking new distribution partners to expand our product offerings into adjacent markets.

Continue to develop new products to enhance our customers' production capabilities:

        We believe the breadth of our product offerings is a competitive advantage that allows us to offer more highly engineered content to customers, particularly on large capital investments that may require multiple components, skidded systems, or automated solutions. We invested approximately $20.0 in research and development during 2014 and are committed to continuing to invest in our product portfolio and expanding into adjacent and complementary technologies.

Expand into adjacent industries, product categories and geographies and selectively pursue acquisitions:

        We intend to leverage our existing end market platforms to not only increase current and new customer penetration, but also to expand into adjacent product categories.

        A disciplined approach to acquisitions is an important part of our growth strategy. We believe that we have created a strong base business and are well-positioned to take advantage of the high level of fragmentation in the flow control and adjacent markets. We have created a thoughtful and stringent framework for evaluating potential acquisitions, joint ventures and minority interest investment opportunities with a particular focus on opportunities that (a) strengthen our existing businesses, (b) expand our product offerings and technological know-how, and/or (c) provide access to new customers from the standpoint of end markets and/or geographies.

Improving Operating Efficiency:

Maintain a disciplined approach to project selection:

        Throughout our business, we have implemented a more disciplined approach to project selection that prioritizes strategic growth and aftermarket annuity streams and also better assesses project risk. We are focusing on new system and product opportunities in higher-growth end market applications. Through disciplined project selection, we have built a more strategic backlog, experienced improved operational execution and are gaining important aftermarket service opportunities.

Continuous operational improvement:

        We strive to continuously improve our operational performance to drive higher customer satisfaction and internal productivity. At the end of 2013, we established a centralized global manufacturing team responsible for driving continuous improvement across our business. As part of this effort, our global manufacturing operations team implemented a scorecard with a consistent set of operating metrics such as on-time delivery, quality, cycle times and safety. This enables us to quickly

5

identify areas of opportunity to improve our operating efficiency. We also have a centralized team of experienced operational experts that we can deploy to help drive operational improvement.

        We believe there is significant potential to drive continuous improvement throughout our organization by focusing on lean principles and value engineering. We have also experienced success by sharing best practices throughout our broader organization.

        Additionally, we continue to work to rationalize our Enterprise Resource Planning ("ERP") systems in an effort to further standardize systems across the organization. We also plan to focus on improving working capital utilization, with a specific emphasis on accounts receivable and inventory turnover rates.

Expand our configured-to-order approach:

        In conjunction with our lean initiatives, we are driving our engineering and commercial teams to capture business that leverages existing engineering designs and manufacturing work flows. This involves pursuing orders that allow our business to reuse the high level of quality engineering involved in designing our products and systems. Our goal is to separate our design and manufacturing processes into modular, repeatable segments. This allows us to leverage the repeatability of common elements in the design and manufacturing process, while also allowing for the customization often required to meet our customers' needs across various stringent applications.

        By driving a configured-to-order approach, we intend to achieve higher efficiency in our engineering and manufacturing operations, more reliable production schedules, better predictability in our supply needs and shorter lead times on delivery to our customers.

Optimize our global footprint through localization and rationalization:

        We have significantly reduced our cost structure through previous restructuring actions. We believe there is significant potential to further optimize our global footprint. We are focused on expanding our global presence in higher growth regions of the world and utilizing lower-cost manufacturing and sourcing opportunities to further reduce our cost structure and remain competitive in the markets we serve.

        We continue to analyze our global footprint and believe there are opportunities to migrate our operations to lower cost regions where we already have successful operations. As part of this initiative, we have purchased land in Bydgoszcz, Poland on which we plan to construct a 300,000 square foot facility. Over the next few years, we intend to shift operations currently in several high cost regions into this new facility in Poland.

        In emerging regions where we see strong potential to sell our products and services, we are working to localize our operations, including our operations in South Korea, China and India.

Leverage global supplier relationships:

        Only approximately 30% of our total sourcing spend is concentrated in enterprise-wide programs. We believe there is a significant opportunity to leverage our global supplier relationships.

Corporate Information

        Our headquarters are located at 13320 Ballantyne Corporate Place, Charlotte, NC 28277. Our telephone number will be (704) 752-4400. Our website address is www.spxflow.com. Information contained on, or connected to, our website or SPX's website does not and will not constitute part of this information statement or the registration statement on Form 10 of which this information statement is a part.

6

The Spin-Off

Overview

        On October 29, 2014, SPX announced that its board of directors had unanimously approved a plan to spin-off its Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities, and on [    ·    ], 2015, the board of directors of SPX approved the spin-off of Flowco from SPX, following which Flowco will be an independent, publicly-traded company.

        Before our spin-off from SPX, we will enter into a Separation and Distribution Agreement and several other agreements with SPX related to the spin-off. These agreements will govern the relationship between us and SPX after completion of the spin-off and provide for the allocation between us and SPX of various assets, liabilities and obligations. See "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off."

        We expect that, in connection with the spin-off, we will incur indebtedness of approximately $1.0 billion, including $600.0 aggregate principal amount of 6.875% Senior Notes due 2017 (the "2017 Notes"), which we will become obligated to repay. SPX's board of directors believes that following the spin-off we will be well capitalized with sufficient financial flexibility to pursue future growth opportunities.

        The distribution of Flowco common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. In addition, SPX has the right to abandon and not complete the spin-off at any time prior to the distribution. See "The Spin-Off—Conditions to the Spin-Off."

Questions and Answers about the Spin-Off

        The following provides only a summary of the terms of the spin-off. For a more detailed description of the matters described below, see "The Spin-Off."

Q:

What is the spin-off?

A:

The spin-off is the series of transactions by which Flowco will separate from SPX. To complete the spin-off, SPX will distribute to its shareholders all outstanding shares of Flowco common stock. We refer to this as the distribution. Following the distribution, Flowco will be a separate company from SPX, and SPX will not retain any ownership interest in Flowco. The number of shares of SPX common stock you own will not change as a result of the spin-off.

Q:

What is Flowco?

A:

Flowco is a wholly-owned direct subsidiary of SPX whose shares will be distributed to SPX shareholders upon completion of the spin-off. Flowco consists of SPX's Flow Technology reportable segment, SPX's Hydraulic Technologies business, various related legal entities, and certain SPX corporate assets and liabilities. After we complete the spin-off, Flowco will be an independent public company. Its broad component offerings will include a variety of centrifugal and reciprocating pumps, various control valves, filtration and dehydration equipment, mixers, plate heat exchangers and hydraulic technologies. It will also provide skidded and full-line systems, as well as aftermarket replacement components, parts and services. We believe that Flowco is well-positioned for future growth and operational improvement as a leading provider of highly engineered flow technologies, solutions and aftermarket parts and services for food and beverage, power and energy and industrial applications.

7

Q:

What will I receive in the spin-off?

A:

As a holder of SPX common stock, you will retain your SPX shares and will receive one share of Flowco stock for every share of SPX common stock you own as of the record date. For a more detailed description, see "The Spin-Off."

Q:

Why is the separation of Flowco structured as a spin-off?

A:

On October 29, 2014, the board of directors of SPX approved a plan to spin off SPX's Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities, into a new company. SPX believes that a spin-off is the most efficient way to accomplish a separation of our business from SPX for several reasons including: (i) a spin-off offers a higher degree of certainty of completion in a timely manner than other separation transactions, lessening disruption to SPX's business operations; (ii) a spin-off provides greater assurance that decisions regarding SPX's and our capital structure support future financial stability; and (iii) SPX intends that a spin-off be a tax-free distribution of Flowco common stock to SPX shareholders. After evaluating the feasibility of other alternatives, including the possibility of selling one or more businesses of SPX, SPX believes that a spin-off will enhance the long-term value of both SPX and Flowco. See "The Spin-Off—Reasons for the Spin-Off."

Q:

When is the record date for the distribution?

A:

The record date will be the close of business, Eastern time, on [    ·    ], 2015.

Q:

When will the distribution occur?

A:

The distribution will be effective at 11:59 p.m., Eastern time, on [    ·    ], 2015. Flowco expects that it will take the distribution agent, acting on behalf of SPX, up to two weeks after the distribution date to fully distribute the shares of Flowco common stock to SPX shareholders. The ability to trade Flowco shares will not be affected during that time.

Q:

What are the reasons for and benefits of separating Flowco from SPX?

A:

SPX believes the spin-off will provide a number of benefits, including:

•

The creation of two strong, stand-alone companies with leading positions in the markets they serve.

•

Flowco will be a pure-play flow company, well-positioned as a leading provider of flow technologies across food and beverage, power and energy and industrial markets.

•

SPX will be well-positioned as a leading supplier of power, HVAC and highly engineered infrastructure products.

•

Allowing investors to gain a better understanding and distinctly value the unique attributes of each of the future separate companies.

•

Enhancing the ability of the management team of each company to pursue a more focused commercial and operational strategy aligned to the best interests of its business, customers, suppliers, other business partners and shareholders.

•

Providing the ability to more closely align incentive compensation with the nature of each business, as well as the ability to attract and retain key employees.

•

Allowing the opportunity for each company to implement a capital structure that best supports and reflects its respective business and financial profile, fiscal policy and capital allocation methodology.

8

•

Increasing the flexibility for both future companies to independently evaluate and pursue organic and inorganic growth opportunities without limitations inherent in the existing SPX entity.

For a more detailed discussion of the reasons for the spin-off, see "The Spin-Off—Reasons for the Spin-Off."

Q:

What are the risks associated with the spin-off?

A:

An investment in Flowco common stock is subject to both general and specific risks relating to Flowco's business in general and the industries in which it operates, the spin-off, and ownership of Flowco common stock.

Risks relating to our business in general and the industries in which we operate range from macroeconomic and competitive risk to the structure of our company, to litigation and other matters.

Risks relating to the spin-off include that we may not achieve some or all of the expected benefits of the spin-off; the risk that we incur greater costs as an independent company than we did when we were a part of SPX; and the risk that we and/or SPX and the SPX shareholders become subject to significant tax liabilities because the distribution fails to qualify for its intended tax-free treatment.

Risks relating to the ownership of Flowco common stock include the risk that an active trading market for our common stock may not develop or be sustained after the spin-off; the risk that the price of our common stock fluctuates significantly following the spin-off or substantial sales of our common stock occur in connection with the spin-off; and the risk that certain provisions in Flowco's amended and restated certificate of incorporation and bylaws, certain provisions of Delaware law and Flowco's agreements with SPX may prevent or delay an acquisition by Flowco or other strategic transactions.

The above list of risk factors is not exhaustive. Please read the information in the section entitled "Risk Factors" starting on page 18 for a more thorough description of these and other risks.

Q:

Can SPX decide to cancel the spin-off even if all the conditions to the spin-off have been satisfied?

A:

SPX has the right to abandon and not complete the spin-off at any time prior to the distribution.

Q:

What is being distributed in the spin-off?

A:

Approximately 41 million shares of Flowco common stock will be distributed in the spin-off, based on the number of shares of SPX common stock expected to be outstanding as of the record date. The actual number of shares of Flowco common stock to be distributed will be calculated on [    ·    ], 2015, the record date for the distribution. The shares of Flowco common stock to be distributed by SPX will constitute all issued and outstanding shares of Flowco common stock immediately prior to the distribution. For more information on the shares being distributed in the spin-off, see "Description of Capital Stock—Common Stock."

Q:

What do I have to do to participate in the spin-off?

A:

You do not need to take any action, although we urge you to read this entire document carefully. No shareholder approval of the distribution is required or sought. You are not being asked for a proxy. No action is required on your part to receive your shares of Flowco common stock. You will not be required to pay anything for the new shares or to surrender any shares of SPX common stock to participate in the spin-off.

9

Q:

How will the spin-off affect equity awards held by SPX employees?

A:

SPX employees and directors with vested stock will be treated in the same manner as any other SPX shareholder.

The treatment of stock options and unvested equity awards held by SPX employees and directors is described in "Executive Compensation—Compensation Discussion and Analysis—2015 Compensation Changes" beginning on page 115.

For more information on the treatment of equity awards, see "The Spin-Off—Treatment of Equity Awards."

Q:

What are the U.S. federal income tax consequences of the distribution to SPX shareholders?

A:

The distribution is conditioned upon, among other matters, SPX's receipt of an opinion of Fried, Frank, Harris, Shriver & Jacobson LLP ("Tax Counsel"), that is consistent with SPX's intent that the spin-off be tax-free to SPX and SPX's shareholders, for U.S. federal income tax purposes. Assuming that the spin-off qualifies as a transaction that generally is tax-free under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended ("Code"), SPX shareholders generally will not be required, for U.S. federal income tax purposes, to recognize any gain or loss or to include any amount in their income upon their receipt of shares of Flowco common stock in the distribution.

For more information regarding the material U.S. federal income tax consequences to you of the distribution, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution." WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES OF THE DISTRIBUTION TO YOU, INCLUDING ANY CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. LAW.

Q:

How will I determine the tax basis I will have in the Flowco common stock I receive in the distribution?

A:

Generally, for U.S. federal income tax purposes, assuming your receipt of shares of Flowco common stock in the distribution is tax-free, the tax basis in the shares of SPX common stock that you hold immediately prior to the distribution will be allocated between such shares and the shares of Flowco common stock you receive in the distribution in proportion to the relative fair market values of such shares immediately following the distribution. You should consult your tax advisor about how this allocation will work in your situation (including if you have purchased SPX shares at different times or for different amounts) and regarding any particular consequences of the distribution to you, including under state, local or non-U.S. law. For more information regarding the material U.S. federal income tax consequences to you of the distribution, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution."

Q:

Will the Flowco common stock be listed on a stock exchange?

A:

Yes. Although there is no current public market for Flowco common stock, Flowco has applied for authorization to list its common stock on the NYSE under the symbol "FLOW." We anticipate that trading of Flowco common stock will commence on a "when-issued" basis beginning on or shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. On the first trading day following the distribution date, any when-issued trading of Flowco common stock will end and "regular-way" trading will begin. "Regular-way" trading refers to trading after a security has been issued and

10

typically involves a transaction that settles on the third full trading day following the date of the transaction. See "The Spin-Off—Trading Market for Our Common Stock" for more information.

Q:

Will my shares of SPX common stock continue to trade?

A:

Yes. SPX common stock will continue to be listed and trade on the NYSE. In connection with the spin-off, we expect SPX stock to trade under a new symbol "SPXC."

Q:

If I sell, on or before the distribution date, shares of SPX common stock that I held on the record date, am I still entitled to receive shares of Flowco common stock distributable with respect to the shares of SPX common stock I sold?

A:

Beginning on or shortly before the record date and continuing through the distribution date for the spin-off, SPX's common stock will begin to trade in two markets on the NYSE: a "regular-way" market and an "ex-distribution" market. If you are a holder of record of shares of SPX common stock as of the record date for the distribution and choose to sell those shares in the regular-way market after the record date for the distribution and before the distribution date, you also will be selling the right to receive shares of Flowco common stock in connection with the spin-off. However, if you are a holder of record of shares of SPX common stock as of the record date for the distribution and choose to sell those shares in the ex-distribution market after the record date for the distribution and before the distribution date, you will not be selling the right to receive shares of Flowco common stock in connection with the spin-off and you will still receive shares of Flowco common stock.

Q:

Will the spin-off affect the trading price of my SPX stock?

A:

Yes, we expect the trading price of shares of SPX common stock immediately following the distribution will be lower than the price of shares of SPX in the "regular-way" market immediately prior to the distribution because it will no longer reflect the value of SPX's existing Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain SPX corporate assets and liabilities. However, we cannot predict or provide you with any assurance as to the price at which the SPX shares will trade following the spin-off.

Q:

What are the financing plans for Flowco?

A:

We expect that, in connection with the spin-off, we will incur indebtedness of approximately $1.0 billion, including $600.0 aggregate principal amount of the 2017 Notes, which we will become obligated to repay.

Q:

What will the relationship be between SPX and Flowco after the spin-off?

A:

Following the spin-off, Flowco will be an independent, publicly-traded company and SPX will have no continuing stock ownership interest in Flowco. In conjunction with the spin-off, Flowco will have entered into a Separation and Distribution Agreement and several other agreements with SPX for the purpose of allocating between Flowco and SPX various assets, liabilities and obligations. These agreements will also govern Flowco's relationship with SPX following the spin-off. These agreements will also include arrangements for transitional services. We describe these agreements in more detail under "Certain Relationships and Related Party Transactions."

Q:

What will Flowco's dividend policy be after the spin-off?

A:

Flowco's dividend policy will be established by the Flowco board of directors (the "Board") based on Flowco's financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that the

11

Board considers relevant. In addition, the terms of the agreements governing our new debt or debt that we may incur in the future may limit or prohibit the payments of dividends. For more information, see "Dividend Policy."

Q:

Will Flowco have a stock repurchase program after the spin-off?

A:

We do not expect Flowco to have a stock repurchase program in place immediately following the spin-off.

Q:

Will I have appraisal rights in connection with the spin-off?

A:

As a holder of SPX's common stock, you will not have any appraisal rights in connection with the spin-off.

Q:

Who will be the transfer agent for Flowco common stock after the spin-off?

A:

After the distribution, the transfer agent for Flowco's common stock will be Computershare.

Q:

Who is the distribution agent for the spin-off?

A:

The distribution agent for the spin-off will be Computershare.

Q:

Where can I get more information?

A:

If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent at:

Computershare
P.O. Box 30170
College Station, TX 77842-3170
Telephone:
Inside the United States
877-498-8861
Outside the United States
781-575-2879
TDD/TTY for hearing impaired
800-952-9245

Before the spin-off, if you have any questions relating to the spin-off, you should contact SPX at:

SPX Corporation
13320-A Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Investor Relations
Phone: (704) 752-4486
www.spx.com/en/investor-relations

After the spin-off, if you have any questions relating to Flowco, you should contact Flowco at:

SPX FLOW, Inc.
13320 Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Ryan Taylor, VP, Communications, Market Insights & Financial Planning
Phone: (704) 752-4486
[    ·    ]

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Summary of the Spin-Off

Distributing Company	SPX Corporation, a Delaware corporation. After the distribution, SPX will own no shares of Flowco common stock.
Distributed Company	SPX FLOW, Inc., a newly-formed Delaware corporation and a wholly-owned direct subsidiary of SPX. After the spin-off, Flowco will be an independent, publicly-traded company.
Distributed Securities	All shares of Flowco common stock owned by SPX, which will be 100% of Flowco common stock issued and outstanding immediately prior to the distribution.
Record Date	The record date for the distribution is the close of business, Eastern time, on [·], 2015.
Distribution Date	The distribution will be effective at 11:59 p.m., Eastern time, on [·], 2015.
Internal Reorganization	As part of the spin-off, SPX is undergoing an internal reorganization that will, among other things, result in Flowco owning SPX's existing Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities. For more information, see the description of this internal reorganization in "The Spin-Off—Manner of Effecting the Spin-Off—Internal Reorganization."
Indebtedness and Other Financing Arrangements	We expect that, in connection with the spin-off, we will incur indebtedness of approximately $1.0 billion, including $600.0 aggregate principal amount of the 2017 Notes, which we will become obligated to repay.
Distribution Ratio	Each holder of SPX common stock will receive one share of Flowco common stock for every share of SPX common stock held on the record date.
The Distribution	On the distribution date, SPX will release the shares of Flowco common stock to the distribution agent to distribute to SPX shareholders. The shares will be distributed in book-entry form, which means that no physical share certificates will be issued. We expect that it will take the distribution agent up to two weeks to electronically issue shares of Flowco common stock to you or to your bank or brokerage firm on your behalf by way of direct registration in book-entry form. You will receive written advice from the distribution agent as to the number of Flowco shares that have been issued to you, within [·] weeks following our public announcement that the distribution has taken place. Any delay in the electronic issuance of Flowco shares by the distribution agent will not affect trading in Flowco common stock. Following the distribution, shareholders who hold their shares in book-entry form may request that their shares be transferred to a brokerage or other account at any time. You will not be

13

	required to make any payment, to surrender or exchange your shares of SPX common stock or to take any other action to receive your shares of Flowco common stock.
Conditions to the Spin-Off	Completion of the spin-off is subject to the satisfaction or waiver by SPX of the following conditions:
	• Flowco's registration statement on Form 10, of which this information statement is a part, shall have become effective under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with no stop order in effect with respect thereto, and this information statement shall have been mailed to the shareholders of SPX;
	• Flowco common stock shall have been approved for listing on the NYSE, subject to official notice of distribution;
	• SPX shall have received from Tax Counsel an opinion that is consistent with SPX's intent that the spin-off be tax-free to SPX and SPX's shareholders for U.S. federal income tax purposes;
	• All permits, registrations and consents required under state and foreign securities or blue sky laws in connection with the distribution shall have been obtained and be in full force and effect;
	• No order or other legal restraint preventing the distribution or any of the related transactions shall be in effect, and no other event shall have occurred or failed to occur that prevents the distribution or any of the related transactions;
	• All governmental approvals necessary to complete the distribution shall have been obtained and be in effect;
	• The financing arrangements contemplated to be entered into by SPX and Flowco in connection with the separation shall have been executed and delivered and the proceeds of those financing shall have been (or substantially concurrently will be) received by Flowco and SPX, as applicable;
	• The board of directors of SPX shall have received an opinion in form and substance satisfactory to the board of directors of SPX with respect to the solvency, capital adequacy and sufficiency of surplus of each of SPX and Flowco after giving effect to the separation and distribution (see "The Spin-Off—Capital Adequacy Opinion"); and
	• No events or developments shall have occurred or exist that, in the judgment of the board of directors of SPX, in its sole and absolute discretion, make it inadvisable to effect the distribution or the related transactions, or would result in the distribution or the related transactions not being in the best interest of SPX or its shareholders.

14

	These conditions are for the sole benefit of SPX and do not give rise to or create any duty on the part of SPX or the board of directors of SPX to waive or not waive any such condition. SPX may, in its sole and absolute discretion, determine all terms of the distribution, including the form, structure and terms of any transactions to effect the distribution and the timing of and conditions to the consummation of the distribution. In addition, SPX may, at any time prior to the distribution, decide to abandon the distribution or modify or change the terms of the distribution.
Trading Market and Symbol	We have applied for authorization to list Flowco common stock on the NYSE under the ticker symbol "FLOW." We anticipate that, beginning on or shortly before the record date, trading of shares of Flowco common stock will begin on a "when-issued" basis and will continue up to and including the distribution date, and we expect "regular-way" trading of Flowco common stock will begin the first trading day after the distribution date. We also anticipate that, beginning on or shortly before the record date, there will be two markets in SPX common stock: a regular-way market on which shares of SPX common stock will trade with an entitlement to shares of Flowco common stock to be distributed in the distribution, and an "ex-distribution" market on which shares of SPX common stock will trade without an entitlement to shares of Flowco common stock. For more information, see "The Spin-Off—Trading Market for Our Common Stock."
Material U.S. Federal Income Tax Consequences	The distribution is conditioned upon, among other matters, SPX's receipt from Tax Counsel of an opinion that is consistent with SPX's intent that the spin-off be tax-free to SPX and SPX's shareholders for U.S. federal income tax purposes. Assuming that the spin-off qualifies as a transaction that generally is tax-free under Sections 355 and 368(a)(1)(D) of the Code, SPX shareholders generally will not be required, for U.S. federal income tax purposes, to recognize any gain or loss or to include any amount in their income upon their receipt of shares of Flowco common stock in the distribution.
	For more information regarding the material U.S. federal income tax consequences of the distribution, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution."
	SPX SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR CONSEQUENCES TO THEM OF THE DISTRIBUTION, INCLUDING ANY CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. LAW.

15

Relationship with SPX after the Spin-Off	We will enter into a Separation and Distribution Agreement and other agreements with SPX prior to the spin- off. These agreements will govern our relationship with SPX after completion of the spin-off and provide for the allocation between us and SPX of various assets, liabilities, and obligations. In addition, we will enter into a Transition Services Agreement with SPX under which SPX will provide us with certain services, and we will provide SPX with certain services, on an interim basis following the distribution. We also will enter into an Employee Matters Agreement that will set forth our agreements with SPX concerning certain employee compensation and benefit matters. Further, we will enter into a Tax Matters Agreement with SPX that will, among other things, allocate responsibility for certain taxes, require us to indemnify SPX in certain instances for taxes resulting from the spin-off and contain certain restrictions (which generally relate to acquisitions of our stock and similar transactions) designed to preserve the intended tax-free treatment of the spin-off. We will also enter into a Trademark License Agreement, pursuant to which we will license rights to use described logos and other trademarks to SPX. We describe these arrangements in greater detail under "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off," and describe some of the risks of these arrangements under "Risk Factors—Risks Relating to the Spin-Off."
Dividend Policy	Flowco's dividend policy will be established by the Board based on Flowco's financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that the Board considers relevant. In addition, the terms of the agreements governing our new debt will, and debt that we may incur in the future may, limit or prohibit the payments of dividends. For more information, see "Dividend Policy."
Distribution Agent	Computershare.
Risk Factors	We face both general and specific risks and uncertainties relating to our business, our relationship with SPX and our being an independent, publicly-traded company. We also are subject to risks relating to the spin-off. You should carefully read "Risk Factors" beginning on page 18 of this information statement.

16

Summary Historical and Unaudited Pro Forma Combined Financial Data

        The table below presents summary historical and unaudited pro forma combined financial data for the periods indicated. We derived the summary pro forma combined financial data as of and for the six months ended June 27, 2015, and for the year ended December 31, 2014, from the unaudited pro forma condensed combined financial statements included elsewhere in this information statement, and the summary historical combined financial data (i) as of and for the six months ended June 27, 2015 and (ii) for the six months ended June 28, 2014 from the unaudited condensed combined financial statements included elsewhere in this information statement. We derived the summary historical combined financial data as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, from our audited combined financial statements included elsewhere in this information statement. We derived the summary historical combined financial data as of June 28, 2014 and December 31, 2012 from our unaudited combined financial statements that are not included in this information statement.

        The unaudited pro forma condensed combined financial statements do not purport to represent what our financial position and results of operations would have been had the distribution and related transactions summarized under "Certain Relationships and Related Party Transactions" occurred on the dates indicated or to project our financial performance for any future period. In addition, the unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of our results of operations or financial condition had the distribution and our anticipated post-spin-off capital structure been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had we been operating as an independent, publicly traded company during such period. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable, but actual results may differ from the pro forma adjustments. These adjustments are subject to change based on the finalization of the Separation and Distribution Agreement with SPX and the other agreements described under "Certain Relationships and Related Party Transactions." In addition, they are not necessarily indicative of our future results of operations or financial condition.

        You should read this summary financial data together with "Capitalization," "Unaudited Pro Forma Condensed Combined Financial Statements," "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements and accompanying notes included in this information statement.

	As of and for the Six Months Ended						As of and for the Year Ended
	June 27,				June 28,		December 31,
	Pro Forma 2015		2015		2014		Pro Forma 2014		2014		2013		2012
Revenues	$	1,186.3	$	1,186.3	$	1,365.6	$	2,769.6	$	2,769.6	$	2,804.8	$	2,846.3
Operating income		98.4		98.4		109.4		254.6		254.6		231.2		188.9
Net income attributable to Flowco		61.1		70.5		57.2		119.0		134.5		131.0		126.9
Total assets		3,482.8		3,952.9		4,444.3		N/A		4,028.1		4,490.7		3,918.4
Long-term debt (including capital lease obligations)		1,009.7		397.2		990.7		N/A		976.6		965.1		762.9

17

RISK FACTORS

You should carefully consider each of the following risks and uncertainties, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information in this information statement. Some of the risks and uncertainties described below relate to our business, while others relate to the spin-off. Other risks relate principally to the securities markets and ownership of our common stock.

If any of the following events actually occur, our business, financial condition or financial results could be materially adversely affected, the trading price of our common stock could decline and you could lose all or part of your investment. Additional risks and uncertainties that we do not presently know about or currently believe are not material may also adversely affect our business and operations.

Risks Relating to Our Business

Difficulties presented by international economic, political, legal, accounting and business factors could negatively affect our business.

        We are an increasingly global company. In 2014, over 65% of our revenues were generated outside the United States. We have placed a particular emphasis on expanding our presence in emerging markets. As part of our strategy, we manage businesses with manufacturing facilities worldwide. Our reliance on non-U.S. revenues and non-U.S. manufacturing bases exposes us to a number of risks, including:

•

Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;

•

Local customers may have a preference for locally-produced products;

•

Failure to comply with U.S. or non-U.S. laws regulating trade, such as the U.S. Foreign Corrupt Practices Act, and other anti-corruption laws, could result in adverse consequences, including fines, criminal sanctions, or loss of access to markets;

•

Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;

•

Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;

•

Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our operations;

•

Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;

•

Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;

•

Government embargoes or foreign trade restrictions such as anti-dumping duties, as well as the imposition of trade sanctions by the United States or the European Union against a class of products imported from or sold and exported to, or the loss of "normal trade relations" status with, countries in which we conduct business, could significantly increase our cost of products imported into the United States or Europe or reduce our sales and harm our business;

18

•

Environmental and other laws and regulations could increase our costs or limit our ability to run our business;

•

Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise;

•

Local, regional or worldwide hostilities could impact our operations; and

•

Distance, language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services.

        Any of the above factors or other factors affecting social and economic activity in emerging markets or affecting the movement of people and products into and from these countries to our major markets, including North America and Europe, could have a significant negative effect on our operations.

Many of the markets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.

        Many of the markets in which we operate are subject to general economic cycles or industry events. In addition, certain of our businesses are subject to market-specific cycles, including, but not limited to the food and beverage markets and the oil and gas, chemical, mining, and petrochemical markets.

        Contract timing on large construction projects, including food and beverage systems and projects in the oil and gas industries, may cause significant fluctuations in revenues and profits from period to period.

        The businesses of many of our customers, particularly oil and gas companies, chemical companies and general industrial companies, are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our other businesses. Downturns in the business cycles of our different operations may occur at the same time, which could exacerbate any adverse effects on our business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Reportable Segments." In addition, certain of our businesses have seasonal fluctuations. Historically, some of our key businesses tend to be stronger in the second half of the year.

Our business depends on capital investment and maintenance expenditures by our customers.

        Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds, and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior. Any of these factors, individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.

Our customers could be impacted by commodity availability and price fluctuations.

        A number of factors outside our control, including fluctuating commodity prices, impact the demand for our products. Increased commodity prices may increase our customers' cost of doing business, thus causing them to delay or cancel large capital projects.

        On the other hand, declining commodity prices may cause mines, oil refineries, oil and gas extraction fields and other customers to delay or cancel projects relating to the production of such commodities. For example, recent declines in oil prices have led to reduced revenues in our oil and gas business. Reduced demand for our products and services could result in the delay or cancellation of

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existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. This reduced demand may also erode average selling prices in the relevant market.

The price and availability of raw materials may adversely affect our business.

        We are exposed to a variety of risks relating to the price and availability of raw materials. In recent years, we have faced volatility in the prices of many of our key raw materials, including petroleum-based products, steel and copper. Increases in the prices of raw materials or shortages or allocations of materials may have a material adverse effect on our financial position, results of operations or cash flows, as we may not be able to pass cost increases on to our customers, or our sales may be reduced. We are subject to long-term supplier contracts that may increase our exposure to pricing fluctuations.

Credit and counterparty risks could harm our business.

        The financial condition of our customers could affect our ability to market our products or collect receivables. In addition, financial difficulties faced by our customers may lead to cancellation or delay of orders.

        Our customers may suffer financial difficulties that make them unable to pay for a project when completed, or they may decide not to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot assure you that expenses or losses for uncollectible amounts will not have a material adverse effect on our revenues, earnings and cash flows.

Failure to protect or unauthorized use of our intellectual property may harm our business.

        Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.

If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.

        We are increasingly dependent on information technology ("IT") networks and systems, including the Internet, to process, transmit and store electronic information. In particular, we depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers, and we rely on the systems and services of a variety of vendors to meet our data processing and communication needs. Despite our implementation of security measures, cybersecurity threats, such as malicious software, phishing attacks, computer viruses and attempts to gain unauthorized access, cannot be completely mitigated. Security breaches of our, our customers' and our vendors' IT infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including our intellectual property, trade secrets, customer information or other confidential business information. If we are unable to prevent, detect or adequately respond to such breaches, our operations could be disrupted, our competitiveness could be adversely affected or we may suffer financial damage or loss because of lost or misappropriated information. Such incidents also could require significant management attention and resources and increased costs.

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Currency conversion risk could have a material impact on our reported results of business operations.

        Our operating results are translated into U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar against other currencies in which we conduct business could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars. Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, decreased strength of the U.S. dollar could have a material adverse effect stemming from the cost of materials and products purchased overseas.

We are subject to laws, regulations and potential liability relating to claims, complaints and proceedings, including those relating to environmental and other matters.

        We are subject to various laws, ordinances, regulations and other requirements of government authorities in the United States and other nations. With respect to acquisitions, divestitures and continuing operations, we may acquire or retain liabilities of which we are not aware, or which are of a different character or magnitude than expected. Additionally, changes in laws, ordinances, regulations or other governmental policies may significantly increase our expenses and liabilities.

        We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. There can be no assurance that our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows.

        Numerous claims, complaints and proceedings arising in the ordinary course of business, including those relating to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims), environmental matters, and risk management matters (e.g., product and general liability, automobile, and workers' compensation claims), have been filed or are pending against us and certain of our subsidiaries. From time to time, we face actions by governmental authorities, both in and outside the United States. Additionally, we may become subject to significant claims of which we are currently unaware or the claims of which we are aware may result in our incurring a significantly greater liability than we anticipate. Our insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.

        We devote significant time and expense to defend against the various claims, complaints and proceedings brought against us, and we cannot assure you that the expenses or distractions from operating our businesses arising from these defenses will not increase materially.

        We cannot assure you that our accruals and rights to indemnity and insurance will be sufficient, that recoveries from insurance or indemnification claims will be available or that any of our current or future claims or other matters will not have a material adverse effect on our financial position, results of operations or cash flows.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Use of Estimates—Contingent Liabilities" and Note 13 to our annual combined financial statements for further discussion.

Governmental laws and regulations could negatively affect our business.

        Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant law and regulation. Failure to comply with U.S. or non-U.S.

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laws regulating trade, such as the U.S. Foreign Corrupt Practices Act, and other anti-corruption laws, could result in adverse consequences, including fines, criminal sanctions, or loss of access to markets.

        In addition, costs associated with regulatory compliance can be difficult to predict. If we underestimate the time or costs required to comply with our legal and regulatory obligations, our actual costs may significantly exceed our projections, which could impact our results of operations.

Changes in tax laws and regulations or other factors could cause our income tax rate to increase, potentially reducing our net income and adversely affecting our cash flows.

        As a global manufacturing company, we are subject to taxation in various jurisdictions around the world. In preparing our financial statements, we calculate our effective income tax rate based on current tax laws and regulations and the estimated taxable income within each of these jurisdictions. Our effective income tax rate, however, may be higher due to numerous factors, including changes in tax laws or regulations. An effective income tax rate significantly higher than our expectations could have an adverse effect on our business, results of operations and liquidity.

        Officials in some of the jurisdictions in which we do business have proposed, or announced that they are reviewing, tax changes that could potentially increase taxes, and other revenue-raising laws and regulations, including those that may be enacted as a result of the OECD Base Erosion and Profit Shifting project. Any such changes in tax laws or regulations could impose new restrictions, costs or prohibitions on existing practices as well as reduce our net income and adversely affect our cash flows.

Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to long-term fixed-price contracts.

        Substantially all our revenues are recorded and earned under fixed-price arrangements. A portion of our revenues and earnings is generated through long-term contracts. We recognize revenues for the majority of these long-term contracts using the percentage-of-completion method of accounting whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project. During 2014, 2013 and 2012, approximately 21%, 22% and 24%, respectively, of our total revenues were recorded under the percentage-of-completion method.

        Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.

        To the extent that we underestimate the remaining cost or time to complete a project, we may overstate the revenues and profit in a particular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy to the satisfaction of the other party certain defects. Because substantially all of our long-term contracts are at a fixed price, we face the risk that cost overruns, delays, penalties or liquidated damages may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.

The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.

        We are dependent on the continued services of our leadership team. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of skilled labor, which may make it more difficult and expensive for us to attract and retain

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qualified employees. If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected.

We operate in highly competitive markets. Our failure to compete effectively could harm our business.

        We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of product offerings, technical capabilities, quality, service and pricing. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have low cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or incentives that we cannot or will not match. These competitors may be in a stronger position to respond quickly to new or emerging technologies and may be able to undertake more extensive marketing campaigns, and make more attractive offers to potential customers, employees and strategic partners. In addition, competitive environments in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and domestic and global economic conditions. To remain competitive, we must invest in manufacturing, marketing, customer service and support and our distribution networks. No assurances can be made that we will have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Our strategy to outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.

        In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to the interruption of our ability to obtain outsourced products or services and ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.

We may not achieve the expected cost savings and other benefits of our acquisitions.

        We strive for and expect to achieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, and (iii) restructuring and repositioning sales and marketing organizations to eliminate redundancies. Cost savings are inherently difficult to predict, and we cannot assure you that we will achieve expected, or any, cost savings. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.

Our failure to successfully complete acquisitions could negatively affect us.

        We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends

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upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings and other synergies. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.

Our failure to successfully integrate acquisitions could have a negative effect on our operations; our acquisitions could cause financial difficulties.

        Our acquisitions involve a number of risks and present financial, managerial and operational challenges, including:

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Adverse effects on our reported operating results due to charges to earnings, including impairment charges associated with goodwill and other intangibles;

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Diversion of management attention from core business operations;

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Integration of technology, operations, personnel and financial and other systems;

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Increased expenses;

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Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;

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Assumption of known and unknown liabilities and exposure to litigation;

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Increased levels of debt or dilution to existing shareholders; and

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Potential disputes with the sellers of acquired businesses, technology, services or products.

        In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.

        Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.

Dispositions or our failure to successfully complete dispositions could negatively affect us.

        Dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share.

        If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy.

If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangibles of the respective reporting unit, a material non-cash charge to earnings could result.

        At December 31, 2014, we had goodwill and other intangible assets, net, of $1,740.3. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying

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value of goodwill and indefinite-lived intangibles. In addition, we review goodwill and indefinite-lived intangible assets for impairment more frequently if impairment indicators arise. If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangibles, we may be required to record a material non-cash charge to earnings.

        The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost reduction initiatives, capacity utilization, and assumptions for inflation and foreign currency changes. We monitor impairment indicators across all of our businesses. Significant changes in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give, and have given, rise to impairments in the period that the change becomes known.

We are subject to potential work stoppages, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.

        We have various collective labor arrangements covering certain U.S. and non-U.S. employee groups. We are subject to potential work stoppages and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.

We could experience operational difficulties and additional expense related to further implementations of Enterprise Resource Planning ("ERP") software.

        We are in the process of upgrading, and where necessary, implementing, a standard ERP software program across many of our business locations. Our expanded ERP software platform has involved, and will continue to involve, substantial expenditures on system hardware and software, as well as design, development and implementation activities. Operational disruptions during the course of these activities could materially impact our operations. For example, our ability to forecast sales demand, ship products, manage our product inventory, and record and report financial and management information on a timely and accurate basis could be impaired if there are significant problems implementing the expansion.

        Additionally, our cost estimates related to our new ERP system are based on assumptions which are subject to wide variability, require a great deal of judgment, and are inherently uncertain.

Our ordinary course and future restructuring activities could result in additional costs and operational difficulties.

        We face risks relating to our ongoing and future efforts to reduce global costs, including those designed to reduce headcount and consolidate our manufacturing and engineering footprint. We risk the loss of valuable employees, operational difficulties, product quality, restructuring costs, and difficulties arising from negotiations with work councils and other labor groups. We also risk disruption to our customer relationships if we are unable to meet our commitments to them. Further, these actions may take longer than anticipated, prove more costly than expected and distract management from other activities. Finally, we may not fully realize the expected benefits of these activities.

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Our technology is important to our success, and failure to develop new products may result in a significant competitive disadvantage.

        We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to continually develop and introduce high quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. The failure to do so could result in a significant competitive disadvantage.

Cost reduction actions may affect our business.

        Cost reduction actions often result in charges against earnings. These charges can vary significantly from period to period and, as a result, we may experience fluctuations in our reported net income and earnings per share due to the timing of restructuring actions.

Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.

        We cannot assure you that our product development, manufacturing and integration testing will be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us with regard to our products. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in products that are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers or our customers' end users and other losses to us or to any of our customers or end users, and could also result in the loss of or delay in market acceptance of our products and loss of sales, which would harm our business and adversely affect our revenues and profitability.

Risks Relating to the Spin-Off

We face risks related to SPX's planned spin-off of its flow business.

        Unanticipated developments, including possible delays in obtaining required approvals, uncertainty of the financial markets, and challenges relating to the structure of the spin-off or resulting companies, could delay or prevent the planned spin-off, or cause it to occur on less favorable terms or conditions than projected. Even if the spin-off is completed as and on the timetable currently contemplated, we may not realize some or all projected benefits, or expenses relating to the planned spin-off may be significantly higher than projected.

        Additionally, the planned spin-off requires significant time and attention, which could distract management and other employee attention from the day-to-day operation of SPX's current Flow Technology reportable segment and its Hydraulic Technologies business.

The spin-off could result in substantial tax liabilities to SPX, Flowco and SPX's shareholders.

        Among the conditions to completing the spin-off will be SPX's receipt from Tax Counsel of an opinion that is consistent with SPX's intent that the spin-off be tax-free to SPX and SPX's shareholders for U.S. federal income tax purposes. However, if the factual assumptions or representations upon which this opinion is based are inaccurate or incomplete in any material respect, this opinion may be invalid and the conclusions reached therein could be jeopardized. Furthermore, this opinion will not be binding on the Internal Revenue Service ("IRS") or on any court. Accordingly, the IRS may challenge the conclusions set forth in the opinion and any such challenge could prevail. If, notwithstanding the opinion of Tax Counsel, the spin-off or a related transaction is determined to be taxable, SPX could be subject to substantial tax liabilities. In such case, each member of the SPX consolidated group

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immediately before the spin-off (including us and certain of our subsidiaries) would be jointly and severally liable, under U.S. Treasury Regulations, for the entire amount of the resulting U.S. federal income tax liabilities of SPX. In addition, if the spin-off is determined to be taxable, each holder of SPX common stock who receives Flowco shares in the distribution generally would be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the Flowco shares received.

        Even if the spin-off otherwise qualifies as a tax-free transaction, the distribution could be taxable to SPX and Flowco (but not to SPX's shareholders) in certain circumstances if one or more acquisitions of SPX's stock or Flowco's stock are deemed to be part of a plan or series of related transactions that includes the spin-off. In this event—which could occur for reasons outside of our control (such as actions taken by SPX)—we would be jointly and severally liable for the resulting U.S. federal income tax liabilities of SPX, which would be substantial. In connection with the spin-off, we intend to enter into a Tax Matters Agreement with SPX, under which we will agree (i) generally not to enter into certain transactions that could cause the spin-off to be taxable, and (ii) to indemnify SPX for any tax liabilities resulting from such a transaction. This obligation and potential tax liability may discourage, delay or prevent a change of control or acquisition of our common stock.

        For more information, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution" and "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off—Tax Matters Agreement."

The combined post-separation value of SPX and Flowco stock may not equal or exceed the pre-separation value of SPX common stock.

        As a result of the distribution, SPX expects the trading price of SPX common shares immediately following the distribution to be lower than the "regular-way" trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of SPX's existing Flow Technology reportable segment businesses, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities being transferred to Flowco. There can be no assurance that the aggregate market value of the SPX common stock and the Flowco common stock following the separation will be higher than or the same as the market value of SPX common stock if the separation did not occur.

We may not be able to engage in certain corporate transactions after the separation.

        To preserve the intended tax-free treatment of the spin-off, under the Tax Matters Agreement that we will enter into with SPX, for a period of two years following the distribution, we generally will be prohibited from taking certain actions that would prevent the spin-off from qualifying as a transaction that generally is tax-free to SPX and SPX's shareholders, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code.

        These restrictions, which generally relate to acquisitions of our stock and similar transactions, may limit our ability to pursue certain strategic transactions or other transactions that we may otherwise believe to be in the best interests of our shareholders or that might increase the value of our business. For more information, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution" and "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off—Tax Matters Agreement."

Until the separation occurs, SPX has sole discretion to change the terms of the separation in ways which may be unfavorable to us.

        Until the separation occurs, we will be a wholly-owned subsidiary of SPX. Accordingly, SPX will effectively have the sole and absolute discretion to determine and change the terms of the separation,

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including the establishment of the record date for the distribution and the separation date. These changes could be unfavorable to us.

We may be unable to make, on a timely basis, the changes necessary to operate as an independent, publicly-owned company.

        As a public entity, we will be subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports about our business and financial condition. Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. We will implement additional procedures and processes to address the standards and requirements applicable to public companies. To comply with these requirements, we may need to upgrade our systems; implement additional financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. We expect to incur additional annual expenses for the purpose of addressing these requirements, and those expenses may be significant. These activities may divert management's attention from other business concerns, which could have a material adverse effect on our financial position, results of operations or cash flows. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or our independent registered public accounting firm cannot provide an unqualified attestation report on the effectiveness of our internal control over financial reporting, investor confidence and, in turn, the market price of our common stock could decline.

We do not have an operating history as an independent company and our historical and pro forma financial information may not be reliable indicators of our future results.

        The historical financial information we have included in this information statement has been derived from SPX's consolidated financial statements and accounting records and does not necessarily reflect what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity during the periods presented. SPX did not account for us, and we were not operated, as a single stand-alone entity for the periods presented. Actual costs that may have been incurred if we had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. In addition, the historical information may not be indicative of what our results of operations, financial position and cash flows will be in the future. For example, following the spin-off, changes will occur in our cost structure, funding and operations, including changes in our tax structure and increased costs associated with becoming a public, stand-alone company.

        Additionally, in preparing our unaudited pro forma condensed combined financial information, we based the pro forma adjustments on available information and assumptions that we believe are reasonable and factually supportable; however, our assumptions may prove not to be accurate. Also, our unaudited pro forma condensed combined financial information may not give effect to various ongoing additional costs we may incur in connection with being an independent public company. Accordingly, our unaudited pro forma condensed combined financial information does not reflect what our financial condition and results of operations would have been as an independent public company and is not necessarily indicative of our future financial condition or future results of operations. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed Combined Financial Statements" and our historical unaudited interim condensed combined financial statements and historical audited combined financial statements and the notes to those statements included elsewhere in this information statement.

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In connection with our spin-off, SPX will indemnify us for certain liabilities and we will indemnify SPX for certain liabilities. If we are required to act on these indemnities to SPX, we may need to divert cash to meet those obligations and our financial results could be negatively impacted. The SPX indemnity may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and SPX may not be able to satisfy its indemnification obligations in the future.

        Pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement between us and SPX, SPX will agree to indemnify us for certain liabilities, and we will agree to indemnify SPX for certain liabilities, in each case for uncapped amounts, as discussed further in "Certain Relationships and Related Transactions—Agreements with SPX Related to the Spin-Off." Such indemnities may be significant and could negatively impact our business, particularly our indemnity to SPX regarding the intended tax-free treatment of the distribution. Third parties could also seek to hold us responsible for any of the liabilities that SPX has agreed to retain. Further, the indemnity from SPX may not be sufficient to protect us against the full amount of such liabilities, and SPX may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from SPX any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

The spin-off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

        The spin-off is subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (1) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return, and (2) the entity (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer, (b) has unreasonably small capital with which to carry on its business, or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by us or SPX or any of our respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding our claims against SPX, requiring our shareholders to return to SPX some or all of the shares of our common stock issued in the spin-off, or providing SPX with a claim for money damages against us in an amount equal to the difference between the consideration received by SPX and the fair market value of our company at the time of the spin-off.

        The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction's law is applied. Generally, an entity would be considered insolvent if (1) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (2) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (3) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (4) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that we, SPX or any of our respective subsidiaries were solvent at the time of or after giving effect to the spin-off.

        The distribution of our common stock is also subject to review under state corporate distribution statutes. Under the General Corporation Law of the State of Delaware (the "DGCL"), a corporation may only pay dividends to its shareholders either (1) out of its surplus (net assets minus capital) or (2) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although SPX intends to make the distribution of our common stock

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entirely from surplus, we cannot assure you that a court will not later determine that some or all of the distribution to SPX shareholders was unlawful.

        The SPX board of directors believes that SPX and Flowco each will be solvent at the time of the spin-off (including immediately after the distribution of shares of Flowco common stock), will be able to repay its debts as they mature following the spin-off and will have sufficient capital to carry on its businesses and the spin-off, and that the distribution will be made entirely out of surplus in accordance with Section 170 of the DGCL. The expectations of the SPX board of directors in this regard are based on a number of assumptions, including its expectations as to the post-spin-off operating performance and cash flow of each of SPX and Flowco and its analysis of the post-spin-off assets and liabilities of each company. We cannot assure you, however, that a court would reach the same conclusions as SPX's board of directors in determining whether SPX or we were insolvent at the time of, or after giving effect to, the spin-off, or whether lawful funds were available for the separation and the distribution to SPX's shareholders.

A court could require that we assume responsibility for obligations allocated to SPX under the Separation and Distribution Agreement.

        Under the Separation and Distribution Agreement, from and after the spin-off, each of SPX and we will be responsible for the debts, liabilities and other obligations related to the business or businesses which it owns and operates following the consummation of the spin-off. Although we do not expect to be liable for any obligations that are not allocated to us under the Separation and Distribution Agreement, a court could disregard the allocation agreed to between the parties, and require that we assume responsibility for obligations allocated to SPX (including, for example, environmental liabilities), particularly if SPX were to refuse or were unable to pay or perform the allocated obligations. See "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off—Separation and Distribution Agreement."

We will be subject to continuing contingent tax liabilities of SPX following the spin-off.

        Under the Code and U.S. Treasury Regulations, each corporation that was a member of the SPX consolidated group for U.S. federal income tax purposes during any taxable period (or portion thereof) ending on or before the effective time of the distribution is jointly and severally liable for the entire U.S. federal income tax liability of the SPX consolidated group for that taxable period. In connection with the spin-off, we intend to enter into a Tax Matters Agreement with SPX that generally will allocate economic responsibility for taxes of the SPX consolidated group to SPX. However, if SPX is unable to pay any such taxes, we could be liable for the entire amount of such taxes, which would include taxes arising out of the distribution if SPX were to take an action (over which we may have no control) that causes the spin-off to be taxable to SPX.

We might have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with SPX.

        The agreements related to the spin-off, including the Separation and Distribution Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Trademark License Agreement, and any other agreements, have been negotiated in the context of our separation from SPX while we are still part of SPX. Although these agreements are intended to be on an arm's-length basis, they may not reflect terms that would have resulted from arm's-length negotiations among unaffiliated third parties. The terms of the agreements being negotiated in the context of our separation concern, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations among SPX and us. See "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off" for more detail.

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After the spin-off, certain of our executive officers and directors may have actual or potential conflicts of interest because of their current or former positions in SPX or their ownership of SPX equity.

        Certain of the persons who will be our executive officers and directors will be former directors, officers or employees of SPX and thus have professional relationships with SPX's executive officers and directors. One of our directors, our Chairman, President and Chief Executive Officer, will continue to serve on the board of directors of SPX following the spin-off. In addition, the majority of our executive officers and directors have a financial interest in SPX as a result of their beneficial ownership of SPX equity. These relationships and financial interests may create, or may create the appearance of, conflicts of interest when these directors and officers face decisions that could have different implications for SPX than for us.

After the spin-off, SPX's insurers may deny coverage to us for losses associated with occurrences prior to the spin-off.

        In connection with the separation, we will enter into agreements with SPX to address several matters associated with the spin-off, including insurance coverage. See "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off." After the spin-off, SPX's insurers may deny coverage to us for losses associated with occurrences prior to the spin-off. Accordingly, we may be required to temporarily or permanently bear the costs of such lost coverage.

The one-time and ongoing costs of the spin-off may be greater than we expected.

        There are risks and uncertainties relating to the execution of the spin-off, including the timing and certainty of the completion of the internal reorganization prior to the distribution and the timing and certainty of the satisfaction or waivers of the conditions to the distribution. In addition, we and SPX will incur costs in connection with the transition to being a stand-alone public company that relate primarily to accounting, tax, legal and other professional costs; financing costs in connection with refinancing SPX's outstanding indebtedness and obtaining our financing as a stand-alone company; compensation costs, such as modifications to certain incentive awards upon completion of the spin-off; recruiting and relocation costs associated with hiring our senior management personnel; and costs to separate information systems. These costs, whether incurred before or after the spin-off, may be greater than anticipated and could have a material adverse effect on our financial position, results of operations and cash flows.

Risks Relating to Our Common Stock

There is no existing market for our common stock and we cannot be certain that an active trading market will develop or be sustained after the spin-off. If the price of our common stock fluctuates significantly following the spin-off, shareholders could incur substantial losses of any investment in our common stock.

        There currently is no public market for our common stock. We cannot assure you that an active trading market for our common stock will develop as a result of the spin-off or be sustained in the future. The lack of an active market may make it more difficult for you to sell our common stock and could lead to the price of our common stock being depressed or more volatile. We cannot predict the prices at which our common stock may trade after the spin-off. The price of our common stock could fluctuate widely in response to a variety of matters, including those listed in our risk factors.

        In addition, the stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our stock price.

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Substantial sales of our common stock may occur in connection with the spin-off, which could cause the price of our common stock to decline.

        The shares of our common stock that SPX distributes to its shareholders may be sold immediately in the public market. SPX shareholders could sell our common stock received in the distribution if we do not fit their investment objectives or, in the case of index funds, if we are not part of the index in which they invest. Sales of significant amounts of our common stock or a perception in the market that such sales will occur may reduce the market price of our common stock.

We cannot assure you that we will pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.

        Our dividend policy will be established by our Board based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. In addition, the terms of the agreements governing debt that we incur in connection with the spin-off or in the future may limit or prohibit the payments of dividends. For more information, see "Dividend Policy." We cannot assure you that we will pay dividends in the future or continue to pay any dividends if we do commence the payment of dividends.

Your percentage ownership in Flowco will be diluted in the future.

        Your percentage ownership in Flowco will be diluted because of additional equity awards that we expect will be granted to our directors, officers and employees pursuant to equity incentive plans. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments we may make in the future.

Provisions in our corporate documents and Delaware law may delay or prevent a change in control of our company, and accordingly, we may not consummate a transaction that our shareholders consider favorable.

        Prior to the distribution date, our Board and SPX, as our sole shareholder, will approve and adopt amended and restated versions of our Certificate of Incorporation and By-laws, which will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirors to negotiate with our Board rather than to attempt a hostile takeover. These provisions include, for example: a staggered board of directors; a prohibition on shareholder action by written consent; a requirement that special shareholder meetings be called only by our Chairman, President or Board; advance notice requirements for shareholder proposals and nominations; limitations on shareholders' ability to amend, alter or repeal the By-laws; the authority of our Board to issue, without shareholder approval, preferred stock with terms determined in its discretion; and limitations on shareholders' ability to remove directors. In addition, we are afforded the protections of Section 203 of the DGCL, which could have similar effects. In general, Section 203 prohibits us from engaging in a "business combination" with an "interested shareholder" (each as defined in Section 203) for at least three years after the time the person became an interested shareholder unless certain conditions are met. These protective provisions could result in our not consummating a transaction that our shareholders consider favorable or discourage entities from attempting to acquire us, potentially at a significant premium to our then-existing stock price. See "Description of Capital Stock" for a more detailed description of these provisions.

        We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered

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beneficial by some shareholders and could delay or prevent an acquisition that our Board determines is not in the best interests of our company and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

        Provisions in our agreements with SPX may also delay or prevent a merger or acquisition that some shareholders may consider favorable. To preserve the intended tax-free treatment of the spin-off, under the Tax Matters Agreement that we will enter into with SPX, we generally will be prohibited, for a period of two years following the distribution, from taking certain actions that would prevent the spin-off from qualifying as a transaction that generally is tax-free to SPX and SPX's shareholders, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code. These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may otherwise believe to be in the best interests of our shareholders or that might increase the value of our business. For more information, please refer to "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Distribution" and "Certain Relationships and Related Party Transactions—Tax Matters Agreement."

Risks Relating to Our Indebtedness

We expect to incur new indebtedness in connection with the spin-off, and the degree to which we will be leveraged following completion of the spin-off may have a material adverse effect on our financial position, results of operations and cash flows and restrict our operating flexibility.

        We intend to enter into a credit agreement prior to or concurrently with the spin-off. We expect that the credit agreement will contain a number of significant covenants that, among other things, will restrict our ability to:

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create liens and encumbrances;

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incur additional indebtedness;

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merge, dissolve, liquidate or consolidate;

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make acquisitions, investments, advances or loans;

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dispose of or transfer assets;

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pay dividends or make other payments in respect of our capital stock;

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amend certain material governance or debt documents;

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redeem or repurchase capital stock or prepay, redeem or repurchase certain debt;

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engage in certain transactions with affiliates;

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enter into certain speculative hedging arrangements; and

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enter into certain restrictive agreements.

        Our ability to make scheduled payments of principal or pay interest on, or to refinance, our indebtedness and to satisfy other future debt obligations will depend upon our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, we cannot assure you that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, whether in the ordinary course of business or upon an acceleration of such indebtedness, we may pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures, revising implementation of or delaying strategic plans or seeking additional equity capital. Any of these actions could have a material adverse effect on our business, financial condition, results of operations and

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stock price. In addition, we cannot assure that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements, or that these actions would be permitted under the terms of our various debt agreements.

        In addition, the failure of one or more of our larger lenders, or several of our smaller lenders, could significantly reduce the availability of our credit, which could harm our liquidity.

The credit agreement that we plan to enter into in connection with the spin-off could impair our ability to finance our future operations and could cause our expected debt to be accelerated.

        The credit agreement that we plan to enter into in connection with the spin-off or future or revised instruments may contain various restrictions and covenants that limit our ability to make distributions or other payments to our investors and creditors unless certain financial tests or other criteria are satisfied. We will also be required to comply with certain specified financial ratios and tests. Our subsidiaries may also be subject to restrictions on their ability to make distributions to us. In addition, under the credit agreement, we will be required to comply with additional affirmative and negative covenants. Each of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions.

        If we do not comply with the covenants and restrictions, we could default under the credit agreement, and the debt, together with accrued interest, could be declared due and payable. If our debt is accelerated, we may not be able to repay or refinance our debt. In addition, any default under our credit agreement could lead to an acceleration of debt under other debt instruments that we may enter into that contain cross-acceleration or cross-default provisions. Our ability to comply with the provisions governing our indebtedness will be affected by changes in the economic or business conditions or other events beyond our control. Complying with our covenants may also cause us to take actions that are not favorable to us and may make it more difficult for us to successfully execute our business strategy and compete, including against companies that are not subject to such restrictions.

Our variable rate indebtedness may expose us to interest rate risk, which could cause our debt costs to increase significantly.

        Our indebtedness may include variable rates of interest, which will expose us to the risk of rising interest rates. We expect that as of the date of the spin-off, we will have approximately $1.0 billion of aggregate debt outstanding, which may include floating-rate borrowings. If the LIBOR or other applicable base rates under instruments governing our new indebtedness increase in the future, then the interest expense on the floating-rate debt could increase materially.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

        We make forward-looking statements throughout this information statement, including in, among others, the sections entitled "Summary," "Risk Factors," "The Spin-Off," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," that reflect our current expectations and projections about our future results, performance and prospects. Forward-looking statements include all statements that are not historical in nature or are not current facts. We have tried to identify these forward-looking statements by using forward-looking words including "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "might," "should," "could," "will," or the negative of these terms or similar expressions.

        These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance and prospects to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include the risks, uncertainties, assumptions and other factors discussed under "Risk Factors", including, but not limited to, the following risk factors:

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international economic, political, legal, accounting and business conditions;

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the cyclical nature of the markets in which we operate and the impact of industry events;

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capital investment and maintenance expenditures of our customers;

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the impact of commodity availability and price fluctuations on our customers

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the price and availability of raw materials;

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credit and other counterparty risks;

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our failure to protect or unauthorized use of our intellectual property;

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our failure to protect our information systems against data corruption, cyber-based attacks or network security breaches;

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the impact of currency conversion risk on our operations;

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laws and regulations and potential liability relating to claims, complaints and proceedings, including those relating to environmental and other matters;

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governmental laws and regulations;

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changes in tax laws and regulations or other factors that could cause our income tax rate to increase;

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cost overruns, inflation and delays;

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loss of key personnel and an inability to attract and retain qualified employees;

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our failure to compete effectively in our highly competitive industries;

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our strategy to outsource various elements of the products we sell subjecting us to the business risks of our suppliers and subcontractors;

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our failure to successfully complete or integrate acquisitions and to achieve the expected cost savings and other benefits of our acquisitions;

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our failure to successfully complete dispositions;

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potential material non-cash charges to our earnings if the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangibles of the respective reporting unit;

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potential work stoppages, labor disputes and other matters associated with our labor force;

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difficulties stemming from enterprise resource planning software;

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costs and operational concerns relating to restructuring;

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our failure to develop new technology products;

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cost reduction actions;

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defects or errors in our current and planned products which could harm our reputation;

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our inability to achieve some or all of the benefits of the spin-off;

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our inability to engage in certain corporate transactions following the spin-off; and

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risks associated with our debt obligations following the spin-off.

INDUSTRY DATA

        Industry data included in this information statement is estimated and is based on independent industry publications or other publicly available information. Although we believe that the information on which we have based these estimates of our market position and this market data are generally reliable, the accuracy and completeness of this information is not guaranteed and this information has not been independently verified.

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THE SPIN-OFF

Background

        On October 29, 2014, SPX announced that its board of directors had unanimously approved a plan for a spin-off of its Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities, and on [    ·    ], 2015, the board of directors of SPX approved the distribution of all the outstanding shares of Flowco to holders of shares of SPX as of the close of business on [    ·    ], 2015, the record date for the distribution. The distribution will be effective at 11:59 p.m., Eastern time, on [    ·    ], 2015, following which Flowco will be an independent, publicly-traded company. To complete the spin-off, SPX will, following an internal reorganization, distribute to its shareholders all outstanding shares of our common stock. The distribution will occur on the distribution date, [    ·    ], 2015. Each holder of SPX common stock will receive one share of our common stock for every share of SPX common stock held on [    ·    ], 2015, the record date.

        If they take no action, holders of SPX common stock will continue to hold their shares in SPX. We do not require and are not seeking a vote of SPX's shareholders in connection with the spin-off, and SPX's shareholders will not have any appraisal rights in connection with the spin-off or the internal reorganization.

        The distribution of our common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. In addition, SPX has the right not to complete the spin-off if, at any time prior to the distribution, its board of directors determines, in its sole discretion, that the spin-off is not in the best interests of SPX or its shareholders, or that it is not advisable for us to separate from SPX. For a more detailed description, see "—Conditions to the Spin-Off."

Reasons for the Spin-Off

        SPX has undergone a significant transformation over the last several years that has simplified and strengthened its business. As a continuation of that transformation, SPX's board of directors unanimously approved a plan for a spin-off of Flowco into a stand-alone, publicly traded company.

        The spin-off is expected to create two strong, stand-alone companies with leading positions in the markets they serve.

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Flowco will be a pure-play flow company, well positioned as a leading provider of flow technologies across food and beverage, power and energy and industrial markets.

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SPX will be well positioned as a leading supplier of power, HVAC and highly engineered infrastructure products.

        SPX is separating from Flowco because SPX's board and management team believe the spin-off will provide a number of benefits, including:

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Distinct investment identity.  The separation will allow investors to separately value each company based on its distinct investment identity. Flowco's businesses differ from SPX's businesses in several respects, such as the nature of the business, growth profile, end markets in which the businesses operate and business cycles to which the businesses are subject. The separation will enable investors to evaluate the merits, performance and future prospects of each company's respective businesses and to invest in each company separately based on these distinct characteristics. The separation may attract new investors that may not have clearly assessed the value of SPX's businesses as part of SPX's existing, consolidated structure, enhancing the likelihood that SPX and Flowco will, together, achieve an appropriate market valuation.

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Enhanced strategic and management focus.  The separation will allow each company to more effectively pursue its distinct operating priorities and strategies and opportunities for long-term

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growth and profitability in their respective markets. Flowco's management will be able to focus exclusively on its flow business, while SPX's management will be able to focus exclusively on the retained businesses. Following the separation, management of each company should be able to implement goals and evaluate strategic opportunities in light of investor expectations within such company's markets.

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Alignment of incentive compensation with performance objectives.  The separation will allow each company to more directly tie incentive compensation arrangements for its employees to the performance of its business and the achievement of its strategic objectives, enhancing employee hiring and retention.

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More efficient allocation of capital.  The separation will permit each company to implement a capital structure appropriate to its strategy and business needs and to concentrate its financial resources solely on its own operations without having to compete with the other company's businesses for investment capital. This will provide each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs, facilitating a more efficient allocation of capital.

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Strategic flexibility.  The separation will provide each company increased strategic flexibility to make acquisitions and form partnerships and alliances in its target markets, unencumbered by consideration of the potential impact on or of the businesses of the other company, including by allowing each company to effect future acquisitions using its own stock for all or part of the consideration, the value of which will be more closely aligned with the performance of its businesses, and unaffected by the businesses of the other company.

Expenses Associated with the Spin-Off

        Separation and distribution expenses relate primarily to (i) accounting, tax, legal, and other professional fees, (ii) income tax charges associated with reorganization actions undertaken to facilitate the planned spin-off, (iii) costs incurred to obtain the consents required of the holders of the 2017 Notes to amend certain provisions of the indenture governing the notes, and (iv) the future fees associated with the Transition Services Agreement between SPX and Flowco.

        Prior to the spin-off, we will enter into a Transition Services Agreement with SPX, under which SPX or certain of its subsidiaries will provide us, and we will provide SPX or certain of its subsidiaries, with certain services to help ensure an orderly transition following the separation and distribution. These services will relate primarily to information technology, human resources, finance and financial reporting, tax compliance, facility access and other administrative support services.

        All separation and distribution costs incurred through the effective date of the spin-off will be funded by SPX and, thus, no portion of these costs has been included in our combined financial statements. Separation and distribution costs incurred after the effective date of the spin-off are expected to relate primarily to expenses under the Transition Services Agreement.

        SPX and Flowco will be responsible for the fees related to the respective services each receives under the Transition Services Agreement. See "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off—Transition Services Agreement" for additional details about the Transition Services Agreement.

Manner of Effecting the Spin-Off

        The general terms and conditions relating to the spin-off will be set forth in a Separation and Distribution Agreement between us and SPX.

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Internal Reorganization

        Prior to the distribution, as described under "—Distribution of Shares of Our Common Stock," SPX will complete an internal reorganization. Following the reorganization, Flowco will own SPX's current Flow Technology reportable segment, SPX's Hydraulic Technologies business, various related legal entities, and certain SPX corporate assets and liabilities.

Distribution of Shares of Our Common Stock

        Under the Separation and Distribution Agreement, the distribution will be effective as of 11:59 p.m., Eastern time, on [    ·    ], 2015, the distribution date. As a result of the spin-off, on the distribution date, each holder of SPX common stock will receive one share of our common stock for every share of SPX common stock that the shareholder owns as of the record date. In order to receive shares of our common stock in the spin-off, a SPX shareholder must be a shareholder at the close of business, Eastern time, on [    ·    ], 2015, the record date.

        On the distribution date, SPX will release the shares of our common stock to our distribution agent to distribute to SPX shareholders as of the record date. Our distribution agent will establish book-entry accounts for record holders of SPX common stock and credit to such accounts the shares of our common stock distributed to such holders. Our distribution agent will send these shareholders, including any registered holder of shares of SPX common stock represented by physical share certificates on the record date, a statement reflecting their ownership of our common stock. Book-entry refers to a method of recording stock ownership in our records that does not use physical stock certificates. For shareholders who own SPX common stock through a broker or other nominee, their broker or nominee will credit their shares of our common stock to their accounts. We expect that it will take the distribution agent up to two weeks to electronically issue shares of our common stock to SPX shareholders or their bank or brokerage firm by way of direct registration in book-entry form. Any delay in the electronic issuance of Flowco shares by the distribution agent will not affect trading in Flowco common stock. Following the spin-off, shareholders who hold shares in book-entry form may request that their shares of our common stock be transferred to a brokerage or other account at any time.

        SPX shareholders will not be required to make any payment or surrender or exchange their shares of SPX common stock or take any other action to receive their shares of our common stock.

Material U.S. Federal Income Tax Consequences of the Distribution

        The following discusses the material U.S. federal income tax consequences of SPX's distribution of shares of our common stock to "U.S. Holders" (defined below). This discussion is based on the Code, the U.S. Treasury Regulations promulgated thereunder, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

        The distribution is conditioned upon, among other matters, SPX's receipt of an opinion of Tax Counsel that is consistent with SPX's intent that the spin-off be tax-free to SPX and U.S. Holders of SPX common stock for U.S. federal income tax purposes. The opinion will be based and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of SPX and us. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if SPX or Flowco breach any of their respective covenants in the separation documents, the opinion of Tax Counsel may be invalid and the conclusions reached therein could be jeopardized. An opinion of counsel is not binding on the IRS or any court.

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        Notwithstanding the receipt by SPX of an opinion of Tax Counsel, the IRS could assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, SPX, Flowco and U.S. Holders could be subject to significant U.S. federal income tax liabilities. Please refer to "Material U.S. Federal Income Tax Consequences if the Spin-Off is Taxable" below.

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of SPX common stock that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        This discussion applies only to U.S. Holders that hold their shares of SPX common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not discuss all tax considerations that may be relevant in light of a U.S. Holder's particular circumstances, nor does it address the consequences to U.S. Holders subject to special treatment under the Code, such as:

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dealers or brokers in securities, commodities or currencies;

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tax-exempt organizations;

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banks, insurance companies or other financial institutions;

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mutual funds;

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regulated investment companies and real estate investment trusts;

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corporations that accumulate earnings to avoid U.S. federal income tax;

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U.S. Holders that hold individual retirement or other tax-deferred accounts;

•

U.S. Holders that acquired shares of SPX common stock pursuant to the exercise of employee stock options or otherwise as compensation;

•

U.S. Holders that actually or constructively own more than 5% of SPX common stock (by voting power or value);

•

U.S. Holders that hold SPX common stock as part of a hedge, appreciated financial position, straddle, constructive sale, conversion transaction or other risk reduction transaction;

•

traders in securities who elect to apply a mark-to-market method of accounting;

•

U.S. Holders that have a functional currency other than the U.S. dollar;

•

U.S. Holders that are subject to the alternative minimum tax; and

•

partnerships or other pass-through entities or investors in such entities.

        If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds SPX common stock, the tax treatment of a

40

partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. A U.S. Holder that is a partnership and the partners in such partnership should consult their own tax advisors regarding the tax consequences of the distribution.

        This discussion also does not address any tax consequences arising under the unearned Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any tax considerations under state, local or non-U.S. law or under U.S. federal laws other than those pertaining to the U.S. federal income tax.

THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW, IS FOR GENERAL INFORMATION ONLY, AND DOES NOT CONSTITUTE TAX ADVICE. SPX SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM.

        SPX has not requested, and does not intend to request, a private letter ruling from the IRS regarding the qualification of the spin-off as a transaction that generally is tax-free to SPX and U.S. Holders of SPX common stock under Sections 355 and 368(a)(1)(D) of the Code, and there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions are taxable. The distribution is conditioned upon, among other matters, SPX's receipt of an opinion of Tax Counsel that is consistent with SPX's intent that the spin-off be tax-free to SPX and U.S. Holders of SPX common stock for U.S. federal income tax purposes. The opinion will be based and rely on, among other things, certain facts and assumptions, as well as certain representations, statements and undertakings of SPX and us. These facts, assumptions, representations, statements and undertakings relate to, among other things, SPX's and Flowco's business reasons for engaging in the spin-off, the nature and value of the assets to remain in SPX and to be contributed to us by SPX in connection with the spin-off, SPX's historical active conduct of our businesses and the businesses to remain with SPX, SPX's and Flowco's current plans and intentions to continue the active conduct of such businesses, in each case, and SPX's and Flowco's intentions not to materially modify its ownership or capital structure following the spin-off. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if SPX or Flowco breach any of their respective covenants in the separation documents, the opinion of Tax Counsel may be invalid and the conclusions reached therein could be jeopardized. An opinion of counsel is not binding on the IRS or any court.

        Notwithstanding the receipt by SPX of an opinion of Tax Counsel, the IRS could assert that the distribution and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in taking this position, SPX, Flowco and U.S. Holders could be subject to significant U.S. federal income tax liabilities. Please refer to "Material U.S. Federal Income Tax Consequences if the Spin-Off is Taxable" below.

        In connection with the spin-off, SPX and Flowco will enter into a Tax Matters Agreement. For a discussion of the Tax Matters Agreement, please refer to "Certain Relationships and Related Party Transactions—Agreements with SPX Relating to the Spin-Off—Tax Matters Agreement." Our indemnification obligations to SPX under the Tax Matters Agreement are not limited in amount or subject to any cap. If we are required to indemnify SPX under the Tax Matters Agreement, we may be subject to substantial liabilities.

Material U.S. Federal Income Tax Consequences if the Spin-Off Qualifies as a Transaction That Generally is Tax-Free to SPX and U.S. Holders of SPX Common Stock Under Sections 355 and 368(a)(1)(D) of the Code.

41

        Assuming the spin-off qualifies as a transaction that generally is tax-free to SPX and U.S. Holders of SPX common stock, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code, the U.S. federal income tax consequences of the distribution will be as follows:

•

the distribution generally will not result in any taxable income, gain or loss to SPX, other than taxable income or gain possibly arising out of internal reorganizations and restructurings undertaken in connection with the distribution and with respect to items required to be taken into account under U.S. Treasury Regulations relating to consolidated federal income tax returns;

•

no gain or loss generally will be recognized by (and no amount will be included in the income of) U.S. Holders of SPX common stock upon their receipt of Flowco common stock in the distribution;

•

the tax basis in shares of SPX common stock that a U.S. Holder holds immediately prior to the distribution will be allocated between such shares and the shares of Flowco common stock such U.S. Holder receives in the distribution in proportion to the relative fair market values of such shares immediately following the distribution; and

•

the holding period of the Flowco common stock received by each U.S. Holder of SPX common stock in the distribution generally will include the holding period at the time of the distribution for the SPX common stock with respect to which the distribution is made.

        U.S. Treasury Regulations provide that if a U.S. Holder holds different blocks of SPX common stock (i.e., shares of SPX common stock purchased or acquired at different times or for different amounts), the aggregate basis for each block of SPX common stock will be allocated, to the greatest extent possible, between such block of SPX common stock and the Flowco common stock received in the distribution in respect of such block of SPX common stock, in proportion to their respective fair market values, and the holding period of the Flowco common stock received in the distribution in respect of such block of SPX common stock generally will include the holding period of such block of SPX common stock. If a U.S. Holder is not able to identify which particular shares of Flowco common stock are received in the distribution with respect to a particular block of SPX common stock, the U.S. Holder may designate the shares of Flowco common stock to be treated as received in the distribution in respect of a particular block of SPX common stock, provided that such designation is consistent with the terms of the distribution. U.S. Holders are urged to consult their own tax advisors regarding the application of these rules to their particular circumstances.

Material U.S. Federal Income Tax Consequences if the Spin-Off is Taxable.

        As discussed above, SPX has not requested, and does not intend to request, a private letter ruling from the IRS regarding the qualification of the spin-off as a transaction that generally is tax-free to SPX and U.S. Holders of SPX common stock under Sections 355 and 368(a)(1)(D) of the Code, and there can be no assurance that the IRS will not assert that the distribution and/or certain related transactions are taxable. If the IRS were successful in taking this position, notwithstanding the opinion of Tax Counsel, the consequences described above would not apply and SPX, Flowco, and U.S. Holders of SPX common stock could be subject to significant U.S. federal income tax liabilities. In addition, certain events that may or may not be within the control of SPX or Flowco could cause the spin-off to fail to qualify as a transaction that generally is tax-free to SPX and U.S. Holders of SPX common stock, for U.S. federal income tax purposes, under Sections 355 and 368(a)(1)(D) of the Code. Depending on the circumstances, Flowco may be required to indemnify SPX for taxes (and certain related losses) resulting from the distribution.

42

        If the distribution fails to qualify as a transaction that generally is tax-free to SPX and U.S. Holders of SPX common stock, for U.S. federal income tax purposes, in general:

•

pursuant to a joint election of SPX and Flowco under Section 336(e) of the Code, the SPX consolidated group would recognize taxable gain as if Flowco had sold all of its assets in a taxable sale in exchange for an amount equal to the fair market value of the Flowco common stock and the assumption of all of Flowco's liabilities, and Flowco would obtain a stepped-up basis in its assets;

•

each U.S. Holder that receives Flowco common stock in the distribution would be subject to tax as if the U.S. Holder had received a distribution from SPX in an amount equal to the fair market value of Flowco common stock that was distributed to the U.S. Holder, which generally would be, without duplication and in the following order, (A) taxed as a dividend to the extent of the U.S. Holder's pro rata share of SPX's current and accumulated earnings and profits (including earnings and profits resulting from the spin-off), (B) treated as a non-taxable return of capital to the extent of the U.S. Holder's basis in the SPX common stock, and (C) treated as capital gain from the sale or exchange of SPX common stock.

        In addition, even if the spin-off were otherwise to qualify under Sections 355 and 368(a)(1)(D) of the Code, it may be taxable to SPX (but not to U.S. Holders) under Section 355(e) of the Code, if the distribution were determined to be part of a plan (or series of related transactions) pursuant to which one or more persons acquired, directly or indirectly, stock representing a 50% or greater interest in SPX or Flowco. For this purpose, any acquisitions of SPX common stock or of Flowco common stock within the period beginning two years before the distribution and ending two years after the distribution are presumed to be part of such a plan, although such presumption may be rebutted, including through the use of certain safe harbors contained in U.S. Treasury Regulations.

Information Reporting and Backup Withholding

        U.S. Treasury Regulations require certain shareholders that receive stock in a distribution to attach to their U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the distribution.

        THE FOREGOING DISCUSSION IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW, IS FOR GENERAL INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE TAX ADVICE. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS. EACH SPX SHAREHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO SUCH SHAREHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Results of the Spin-Off

        After the spin-off, we will be an independent, publicly-traded company. Immediately following the spin-off, we expect to have approximately [    ·    ] record holders of shares of our common stock and approximately [    ·    ] shares of our common stock outstanding, based on the number of shareholders of record and outstanding shares of SPX common stock on [    ·    ], 2015. The figures assume no exercise of outstanding options and exclude any shares of SPX common stock held directly or indirectly by SPX. The actual number of shares to be distributed will be determined on the record date and will

43

reflect any exercise of SPX options and repurchase by SPX of SPX shares between the date the SPX board of directors declares the dividend for the distribution and the record date for the distribution.

        For information about options to purchase shares of our common stock that will be outstanding after the distribution, see "—Treatment of Equity Awards" and "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off—Employee Matters Agreement."

        Before the spin-off, we will enter into several agreements with SPX to effect the spin-off and provide a framework for our relationship with SPX after the spin-off. These agreements will govern the relationship between us and SPX after completion of the spin-off and provide for the allocation between us and SPX of SPX's assets, liabilities and obligations, including indemnification obligations. For a more detailed description of these agreements, see "Certain Relationships and Related Party Transactions—Agreements with SPX Related to the Spin-Off."

Trading Market for Our Common Stock

        There is no public market for our common stock, and an active trading market may not develop or may not be sustained. We anticipate that trading of our common stock will commence on a "when-issued" basis beginning on or shortly before the record date and continuing through the distribution date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. If you own shares of SPX common stock at the close of business on the record date, you will be entitled to receive shares of our common stock distributed in the spin-off. You may trade this entitlement to receive shares of our common stock, without the shares of SPX common stock you own, on the when-issued market. On the first trading day following the distribution date, any when-issued trading of our common stock will end and "regular-way" trading will begin. We have applied for authorization to list Flowco common stock on the NYSE under the ticker symbol "FLOW." A condition to the distribution is the listing of our common stock on the NYSE or another national securities exchange approved by SPX. We will announce our when-issued trading symbol when and if it becomes available.

        We also anticipate that, beginning on or shortly before the record date and continuing up to and including the distribution date, there will be two markets in SPX common stock: a "regular-way" market and an "ex-distribution" market. Shares of SPX common stock that trade on the regular-way market will trade with an entitlement to shares of our common stock distributed in the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to shares of our common stock distributed in the distribution. Therefore, if you sell shares of SPX common stock in the regular-way market up to and including the distribution date, you will be selling your right to receive shares of our common stock in the distribution. However, if you own shares of SPX common stock at the close of business on the record date and sell those shares on the ex-distribution market up to and including the distribution date, you will not be selling the right to receive shares of our common stock in connection with the spin-off and you will still receive such shares of our common stock.

        We cannot predict the prices at which our common stock may trade before the spin-off on a "when-issued" basis or after the spin-off. Those prices will be determined by the marketplace. Prices at which trading in our common stock occurs may fluctuate significantly. Trading prices for our common stock may be influenced by many factors, including anticipated or actual fluctuations in our operating results or those of other companies in our industry, investor perception of our company, market fluctuations and general economic conditions. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the performance of many stocks and that have often been unrelated or disproportionate to the operating performance of these companies. These are just some of the factors that may adversely affect the market price of our common stock. See "Risk

44

Factors—Risks Relating to Our Common Stock" for further discussion of risks relating to the trading prices of our common stock.

Treatment of Equity Awards

        SPX employees and directors with vested stock will be treated in the same manner as any other SPX shareholder.

        The treatment of stock options and unvested equity awards held by SPX employees and directors is described in "Executive Compensation—Compensation Discussion and Analysis—2015 Compensation Changes" beginning on page 115.

Debt Incurrence

        We expect that, in connection with the spin-off, we will incur indebtedness of approximately $1.0 billion, including $600.0 aggregate principal amount of the 2017 Notes, which we will become obligated to repay. SPX's board of directors has determined that following the spin-off we will be well capitalized with sufficient financial flexibility to pursue future growth opportunities.

Conditions to the Spin-Off

        We expect that the spin-off will be effective as of 11:59 p.m., Eastern time, on [    ·    ], 2015, the distribution date, provided that the following conditions shall have been either satisfied or waived by SPX:

•

Flowco's registration statement on Form 10, of which this information statement is a part, shall have become effective under the Exchange Act, with no stop order in effect with respect thereto, and this information statement shall have been mailed to the shareholders of SPX;

•

Flowco common stock shall have been approved for listing on the NYSE, subject to official notice of distribution;

•

SPX shall have received from Tax Counsel an opinion that is consistent with SPX's intent that the spin-off be tax-free to SPX and SPX's shareholders for U.S. federal income tax purposes;

•

All permits, registrations and consents required under state and foreign securities or blue sky laws in connection with the distribution shall have been obtained and be in full force and effect;

•

No order or other legal restraint preventing the distribution or any of the related transactions shall be in effect, and no other event shall have occurred or failed to occur that prevents the distribution or any of the related transactions;

•

All governmental approvals necessary to complete the distribution shall have been obtained and be in effect;

•

The financing arrangements contemplated to be entered into by SPX and Flowco in connection with the separation shall have been executed and delivered and the proceeds of those financing shall have been (or substantially concurrently will be) received by Flowco and SPX, as applicable;

•

The board of directors of SPX shall have received an opinion in form and substance satisfactory to the board of directors of SPX with respect to the solvency, capital adequacy and sufficiency of surplus of each of SPX and Flowco after giving effect to the separation and distribution (see "The Spin-Off—Capital Adequacy Opinion"); and

•

No events or developments shall have occurred or exist that, in the judgment of the board of directors of SPX, in its sole and absolute discretion, make it inadvisable to effect the distribution

45

or the related transaction, or would result in the distribution or the related transactions not being in the best interest of SPX or its shareholders.

        The fulfillment of the foregoing conditions will not create any obligation on SPX's part to effect the spin-off. Except as described in the foregoing conditions, we are not aware of any material federal or state regulatory requirements that must be complied with or any material approvals that must be obtained. SPX has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of SPX determines, in its sole discretion, that the spin-off is not in the best interests of SPX or its shareholders or that it is not advisable for us to separate from SPX.

The Spin-Off—Capital Adequacy Opinion

        In connection with the separation, a provider of national standing has been requested to render to the board of directors of SPX a capital adequacy opinion regarding SPX and Flowco. We expect the full text of the opinion will set forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion.

        We expect the opinion to address whether, assuming the spin-off has been consummated as proposed, immediately after and giving effect to the spin-off and on a pro forma basis:

(a)

each of the fair value and the present fair saleable value of the assets of each of SPX and Flowco would exceed the stated liabilities and identified contingent liabilities of the respective company;

(b)

SPX and Flowco should be able to pay each company's respective debts as they become absolute and mature or due;

(c)

SPX and Flowco should not have unreasonably small capital for the business in which each company is engaged, or proposed to be engaged by management of SPX immediately following consummation of the spin-off; and

(d)

the fair value of the assets of each of SPX and Flowco would exceed the sum of each of their stated liabilities and identified contingent liabilities on a consolidated basis, and total par value of their issued capital stock, of the applicable company.

Reason for Furnishing this Information Statement

        We are furnishing this information statement to you, as a SPX shareholder entitled to receive shares of our common stock in the spin-off, for the sole purpose of providing you with information about us. This information statement is not, and you should not consider it, an inducement or encouragement to buy, hold or sell any of our securities. We believe that the information in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither SPX nor we undertake any obligation to update the information except in the normal course of our respective public disclosure obligations.

46

DIVIDEND POLICY

        Our Board will establish our dividend policy based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. We anticipate that the terms of the debt agreements that we expect to enter into in connection with the spin-off will contain restrictions on our ability to pay dividends. The terms of agreements governing debt that we may incur in the future may also limit or prohibit dividend payments. Accordingly, we cannot assure you that we will either pay dividends in the future or continue to pay any dividend that we may commence in the future.

47

CAPITALIZATION

(All currency amounts are in millions, except per share amounts)

        The following table sets forth our cash and equivalents and our capitalization as of June 27, 2015 on a historical and pro forma basis to give effect to the spin-off and transactions related to the spin-off (the "Transactions"). The information below is not necessarily indicative of what Flowco's capitalization would have been had the Transactions been completed as of June 27, 2015. This table should be read together with "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical annual and interim combined financial statements and related notes thereto included elsewhere in this information statement.

	As of June 27, 2015
	Historical			Pro Forma (unaudited)
Cash and equivalents	$	175.1		$	175.1
Indebtedness:
Short-term debt:
Other indebtedness(1)		6.0			21.5
Current maturities of capital lease obligations		1.1			1.1
Long-term debt:
2017 Notes(2)		—			600.0
Term loan under bank credit agreement(3)		—			400.0
Capital lease obligations		9.7			9.7
Total indebtedness		16.8			1,032.3
Equity:
Preferred stock, no par value, 3,000,000 shares authorized, and no shares issued and outstanding on a pro forma basis		—			—
Common stock, par value $0.01 per share, 300,000,000 shares authorized, and 41,077,984 issued and outstanding on a pro forma basis(4)		—			0.4
Paid-in capital(4)		—			1,586.9
Parent company investment(4)		2,783.7			—
Accumulated other comprehensive loss		(311.2	)		(311.2	)
Total parent company equity/Flowco shareholders' equity		2,472.5			1,276.1
Noncontrolling interests		11.6			11.6
Total equity		2,484.1			1,287.7
Total capitalization	$	2,500.9		$	2,320.0

(1)

Other indebtedness on a pro forma basis includes: (i) $6.0 in outstanding borrowings under revolving lines of credit in Argentina and Brazil as reported in the historical indebtedness and (ii) $15.5 of obligations under a purchase card program sponsored by SPX that Flowco will assume upon completion of the spin-off, with the amount assumed relating to purchases made on behalf of Flowco businesses. As these arrangements extend the payment of the related obligations beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

(2)

Reflects the $600.0 aggregate principal amount of the 2017 Notes that will become an obligation of Flowco in connection with the spin-off.

(3)

Reflects $400.0 of term loan borrowings under the bank credit agreement that Flowco will enter into in connection with the spin-off.

(4)

As of the distribution date, SPX's net investment in Flowco will be eliminated to reflect the distribution of our common stock to SPX's shareholders. SPX's shareholders will receive one share of Flowco common stock for every share of SPX common stock owned as of the record date of the distribution.

48

SELECTED HISTORICAL COMBINED FINANCIAL DATA

        The following table presents our selected historical combined financial data as of and for the six months ended June 27, 2015 and June 28, 2014, as well as for each of the years in the five-year period ended December 31, 2014. We derived the selected historical combined financial data as of June 27, 2015 and for the six months ended June 27, 2015 and June 28, 2014 from our unaudited condensed combined financial statements included elsewhere in this information statement. We derived the selected historical combined financial data as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, from our audited combined financial statements included elsewhere in this information statement. We derived the selected historical combined financial data as of June 28, 2014, December 31, 2012, and as of and for the years ended December 31, 2011 and 2010, from our unaudited condensed combined financial statements that are not included in this information statement. In management's opinion, the unaudited condensed combined financial statements have been prepared on the same basis as the audited combined financial statements and included all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair presentation of the information for the periods presented.

        Our historical combined financial statements and our condensed combined financial statements include certain expenses of SPX that have been charged to us for certain corporate centralized functions and programs, including information technology, payroll services, shared services for accounting, supply chain and manufacturing operations, and business and health insurance coverage. In addition, for purposes of preparing the combined financial statements and the condensed combined financial statements, we have allocated a portion of SPX's total corporate costs to such financial statements, with the allocations related primarily to (i) the support provided by SPX's executive management, finance and accounting, legal, risk management, and human resource functions and (ii) costs associated with SPX's Charlotte, NC corporate headquarters and its Asia Pacific corporate center in Shanghai, China. These costs may not be representative of the future costs we will incur as an independent, publicly-traded company. In addition, our historical financial information does not reflect changes that we expect to experience in the future as a result of our spin-off from SPX, including changes in financing, operations, cost structure and personnel needs of our business. Our combined financial statements and our condensed combined financial statements also do not reflect the allocation of certain assets and liabilities between SPX and us as reflected under "Unaudited Pro Forma Condensed Combined Financial Statements" included elsewhere in this information statement. Consequently, the financial information included here may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial condition, results of operations and cash flows would have been had we been an independent, publicly-traded company during the periods presented.

        The selected historical combined financial data presented below should be read in conjunction with our audited and unaudited combined financial statements and accompanying notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Unaudited Pro

49

Forma Condensed Combined Financial Statements" and accompanying notes included elsewhere in this information statement.

	As of and for the six months ended
							As of and for the year ended December 31,
	June 27, 2015			June 28, 2014
							2014			2013			2012			2011			2010
Summary of Operations
Revenues(1)	$	1,186.3		$	1,365.6		$	2,769.6		$	2,804.8		$	2,846.3		$	2,197.2		$	1,788.4
Operating income(2)(3)		98.4			109.4			254.6			231.2			188.9			185.2			154.2
Other income (expense), net(4)		4.3			—			2.2			(5.2	)		(3.4	)		(36.8	)		(3.3	)
Interest expense, net(5)		(10.3	)		(11.0	)		(23.4	)		(34.7	)		(56.0	)		(51.3	)		(32.3	)
Income before income taxes		92.4			98.4			233.4			191.3			129.5			97.1			118.6
Income tax provision(6)		(22.6	)		(41.0	)		(97.5	)		(58.8	)		(0.6	)		(37.6	)		(30.2	)
Net income		69.8			57.4			135.9			132.5			128.9			59.5			88.4
Less: Net income (loss) attributable to noncontrolling interests		(0.7	)		0.2			1.4			1.5			2.0			1.2			1.4
Net income attributable to Flowco	$	70.5		$	57.2		$	134.5		$	131.0		$	126.9		$	58.3		$	87.0
Other financial data:
Total assets(7)	$	3,952.9		$	4,444.3		$	4,028.1		$	4,490.7		$	3,918.4		$	3,614.2		$	2,384.2
Total debt(8)		408.1			1,043.7			1,021.1			1,006.4			805.8			819.1			724.8
Other long-term obligations		328.4			384.6			342.8			382.7			402.3			345.5			210.9
Parent company equity		2,472.5			2,185.5			1,925.4			2,238.9			1,832.9			1,621.6			896.3
Noncontrolling interests		11.6			12.1			13.4			11.6			9.0			7.4			7.6
Capital expenditures		22.6			13.8			40.7			23.4			26.3			22.6			29.2
Depreciation and amortization		29.5			35.0			65.8			69.9			67.3			45.0			39.8

(1)

On December 22, 2011, we completed the acquisition of Clyde Union (Holdings) S.a.r.l. ("Clyde Union"). Revenues for Clyde Union for the period from January 1, 2011 to the date of acquisition and for 2010, neither of which are included above, totaled $434.2 and $403.4, respectively.

(2)

During the six months ended June 27, 2015 and June 28, 2014, and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, we recognized expense related to changes in the fair value of plan assets, actuarial gains/losses, and settlement gains/losses of $0.0, $1.7, $25.8, $2.0, $25.4, $0.5 and $2.0, respectively, associated with our and SPX's pension and postretirement benefit plans.

(3)

During 2014, we recorded impairment charges of $7.3 and $4.4 related to the trademarks of certain businesses within our Power and Energy and Industrial reportable segments, respectively.

During 2013, we recorded impairment charges of $3.4 and $1.3 related to the trademarks of certain businesses within our Power and Energy and Food and Beverage reportable segments, respectively.

During 2012, we recorded an impairment charge of $2.0 related to the trademarks of a business within our Power and Energy reportable segment.

See Note 8 to our annual combined financial statements for further discussion of impairment charges associated with intangible assets.

(4)

In 2011, we recorded a charge of $34.6 related to a foreign currency forward contract that was entered into to hedge the purchase price of the Clyde Union acquisition.

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(5)

During the six months ended June 27, 2015 and June 28, 2014, and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, we recognized interest expense, net, of $9.6, $12.4, $25.8, $36.3, $55.6, $52.4 and $32.3 on related party notes receivable and payable in which SPX, or its affiliates that are not part of the spin-off transaction, are the counterparties.

(6)

During 2014, the income tax provision was impacted by a charge of $18.7 related to increases in valuation allowances recorded against certain foreign deferred income tax assets.

During 2012, the income tax provision was impacted by income tax benefits of $18.3 associated with various audit closures and settlements, statute expirations, and other changes in the accrual for uncertain tax positions, with the most notable being the closure of the German tax examination for the years 2005 through 2009.

(7)

Included in total assets as of June 27, 2015, June 28, 2014 and December 31, 2014, 2013, 2012, 2011 and 2010 are related party notes receivable of $670.0, $761.4, $707.1, $763.4, $5.6, $12.1 and $12.2, respectively.

(8)

Included in total debt as of June 27, 2015, June 28, 2014 and December 31, 2014, 2013, 2012, 2011 and 2010 are related party notes payable of $391.3, $1,022.3, $1,003.1, $988.4, $775.8, $758.0 and $713.1, respectively.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The unaudited pro forma condensed combined financial statements consist of the unaudited pro forma condensed combined statements of operations for the six months ended June 27, 2015 and year ended December 31, 2014, and an unaudited pro forma condensed combined balance sheet as of June 27, 2015. The unaudited pro forma condensed combined financial statements reported below should be read in conjunction with the information under "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical annual and interim combined financial statements and related notes thereto included elsewhere in this information statement. The unaudited pro forma condensed combined statements of operations have been adjusted to give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or became effective as of January 1, 2014. The unaudited pro forma condensed combined balance sheet has been adjusted to give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of June 27, 2015.

        The unaudited pro forma condensed combined financial statements included in this information statement have been derived from the historical annual and interim combined financial statements, including the unaudited combined statement of operations for the six months ended June 27, 2015 and the audited combined statement of operations for the year ended December 31, 2014, and the unaudited combined balance sheet as of June 27, 2015, which are included elsewhere in this information statement. The unaudited pro forma condensed combined financial statements do not purport to represent what our financial position and results of operations would have been had the distribution and related transactions summarized under "Certain Relationships and Related Party Transactions" occurred on the dates indicated or to project our financial performance for any future period. In addition, the unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of our future results of operations or financial condition as a separate, stand-alone public company. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable, but actual results may differ from the pro forma adjustments. These adjustments are subject to change based on the finalization of the Separation and Distribution Agreement with SPX and the other agreements described under "Certain Relationships and Related Party Transactions."

        SPX did not account for us as, and we were not operated as, a separate, stand-alone public company for the periods presented. Our unaudited pro forma condensed combined financial statements have been prepared to reflect adjustments to our historical annual and interim combined financial statements that are (1) directly attributable to the Pro Forma Transactions; (2) factually supportable; and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on our results of operations. The unaudited pro forma condensed combined financial statements have been adjusted to give effect to the following (the "Pro Forma Transactions"):

•

the transfer of certain of our assets and liabilities by SPX,

•

the distribution of Flowco stock, at a one-to-one ratio, by means of a tax-free distribution, to SPX shareholders and other adjustments resulting from the distribution,

•

our anticipated capital structure, including debt anticipated to be incurred,

•

the resulting elimination of SPX's net investment in us, and

•

the impact of, and transactions contemplated by the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, and Trademark License Agreement, between us and SPX summarized under "Certain Relationships and Related Party Transactions."

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Transition Services Agreement

        We expect to enter into a Transition Services Agreement with SPX prior to the distribution pursuant to which we and SPX, and our and their respective affiliates, will provide to each other for an agreed-upon charge, on an interim, transitional basis, certain services for a limited time. See "Certain Relationships and Related Party Transactions."

Corporate Allocations and Stand-Alone Public Company Costs

        SPX currently provides certain corporate services to us, and costs associated with these functions have been allocated to us. These expense allocations include the cost of corporate functions and/or resources provided by SPX including, but not limited to, executive management, finance and accounting, legal and human resources support, and the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China, and include the related benefit costs associated with such functions, such as pension and postretirement benefits and stock-based compensation. These costs were allocated to us based on direct usage when identifiable or, when not directly identifiable, on the basis of our proportional revenues to SPX's consolidated revenues from continuing operations. The total amount of these allocations from SPX was $36.4 for the six months ended June 27, 2015 and $95.9 for the year ended December 31, 2014. These cost allocations are primarily included in selling, general and administrative expenses in the combined statements of operations as described in Note 1 to our historical annual and interim combined financial statements. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by us during the periods presented. Following the spin-off, we expect SPX to continue to provide certain of these services related to these functions on a transitional basis for a fee pursuant to the Transition Services Agreement described above. See "Certain Relationships and Related Party Transactions."

        Upon the distribution, we will assume responsibility for all of our costs of operating as a stand-alone public company, including the costs of services currently provided by SPX. As a stand-alone public company, we do not expect our recurring costs to be materially different than the expenses historically allocated to us from SPX. In addition, as we transition away from the services currently provided by SPX, we believe that we may incur non-recurring transitional costs to establish our own stand-alone functions that are excluded from the unaudited pro forma condensed combined statements of operations. However, we do not expect these costs to be material.

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FLOWCO

Unaudited Pro Forma Condensed Combined Statement of Operations

Six Months Ended June 27, 2015

(All amounts are in millions, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Revenues	$	1,186.3		$	—		$	1,186.3
Costs and expenses:
Cost of products sold		786.8			—			786.8
Selling, general and administrative		282.1			—			282.1
Intangible amortization		11.9			—			11.9
Special charges, net		7.1			—			7.1
Operating income		98.4			—			98.4
Other income, net		4.3			—			4.3
Related party interest expense, net		(9.6	)		9.6	(a)		—
Other interest expense, net		(0.7	)		(24.7	)(b)		(25.4	)
Income before income taxes		92.4			(15.1	)		77.3
Income tax provision		(22.6	)		5.7	(c)		(16.9	)
Net income		69.8			(9.4	)		60.4
Less: Net loss attributable to noncontrolling interests		(0.7	)		—			(0.7	)
Net income attributable to Flowco	$	70.5		$	(9.4	)	$	61.1
Pro forma net income per share attributable to Flowco:
Basic							$	1.51	(d)
Diluted							$	1.51	(e)
Pro forma weighted average number of common shares outstanding:
Basic								40.553	(d)
Diluted								40.553	(e)

See accompanying notes to unaudited pro forma condensed combined financial statements.

54

FLOWCO

Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2014

(All amounts are in millions, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
Revenues	$	2,769.6		$	—		$	2,769.6
Costs and expenses:
Cost of products sold		1,833.1			—			1,833.1
Selling, general and administrative		629.9			—			629.9
Intangible amortization		26.1			—			26.1
Impairment of intangible assets		11.7			—			11.7
Special charges, net		14.2			—			14.2
Operating income		254.6			—			254.6
Other income, net		2.2			—			2.2
Related party interest expense, net		(25.8	)		25.8	(a)		—
Other interest income (expense), net		2.4			(50.8	)(b)		(48.4	)
Income before income taxes		233.4			(25.0	)		208.4
Income tax provision		(97.5	)		9.5	(c)		(88.0	)
Net income		135.9			(15.5	)		120.4
Less: Net income attributable to noncontrolling interests		1.4			—			1.4
Net income attributable to Flowco	$	134.5		$	(15.5	)	$	119.0
Pro forma net income per share attributable to Flowco:
Basic							$	2.81	(d)
Diluted							$	2.81	(e)
Pro forma weighted average number of common shares outstanding:
Basic								42.400	(d)
Diluted								42.400	(e)

See accompanying notes to unaudited pro forma condensed combined financial statements.

55

FLOWCO

Unaudited Pro Forma Condensed Combined Balance Sheet

At June 27, 2015

(All currency amounts are in millions, except per share amounts)

	Historical			Pro Forma Adjustments			Pro Forma
ASSETS:
Current assets:
Cash and equivalents	$	175.1		$	—		$	175.1
Accounts receivable, net		615.7			—			615.7
Related party accounts receivable		21.7			—			21.7
Inventories, net		344.7			—			344.7
Other current assets		50.3			—			50.3
Deferred income taxes		54.8			1.7	(k)		56.5
Total current assets		1,262.3			1.7			1,264.0
Property, plant and equipment:
Land		29.9			9.1	(f)		39.0
Buildings and leasehold improvements		154.3			71.0	(f)		225.3
Machinery and equipment		368.2			113.6	(f)		481.8
		552.4			193.7			746.1
Accumulated depreciation		(275.1	)		(31.8	)(f)		(306.9	)
Property, plant and equipment, net		277.3			161.9			439.2
Goodwill		1,047.2			—			1,047.2
Intangibles, net		630.9			—			630.9
Other assets		65.2			36.3	(g)		101.5
Related party notes receivable		670.0			(670.0)	(a)		—
TOTAL ASSETS	$	3,952.9		$	(470.1	)	$	3,482.8
LIABILITIES AND EQUITY:
Current liabilities:
Accounts payable	$	266.0		$	—		$	266.0
Related party accounts payable		14.5			—			14.5
Accrued expenses		411.6			17.8	(h)		429.4
Income taxes payable		40.2			—			40.2
Short-term debt		6.0			15.5	(i)		21.5
Current maturities of long-term debt		1.1			—			1.1
Current maturities of related party notes payable		3.8			(3.8)	(a)		—
Total current liabilities		743.2			29.5			772.7
Long-term debt		9.7			1,000.0	(j)		1,009.7
Related party notes payable		387.5			(387.5)	(a)		—
Deferred and other income taxes		225.4			(9.8	)(l)		215.6
Other long-term liabilities		103.0			94.1	(m)		197.1
Total long-term liabilities		725.6			696.8			1,422.4
EQUITY:
Preferred stock, no par value, 3,000,000 shares authorized, and no shares issued and outstanding on a pro forma basis		—			—			—
Common stock, par value $0.01 per share, 300,000,000 shares authorized, and 41,077,984 issued and outstanding on a pro forma basis		—			0.4	(n)		0.4
Paid-in capital		—			1,586.9	(n)		1,586.9
Parent company investment		2,783.7			(2,783.7	)(o)		—
Accumulated other comprehensive loss		(311.2	)		—			(311.2	)
Total parent company equity/Flowco shareholders' equity		2,472.5			(1,196.4	)		1,276.1
Noncontrolling interests		11.6			—			11.6
Total equity		2,484.1			(1,196.4	)		1,287.7
TOTAL LIABILITIES AND EQUITY	$	3,952.9		$	(470.1	)	$	$3,482.8

See accompanying notes to unaudited pro forma condensed combined financial statements.

56

FLOWCO

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

        The unaudited pro forma condensed combined financial statements as of June 27, 2015 and for the six months ended June 27, 2015 and year ended December 31, 2014 include the following adjustments:

(a)

Represents adjustments to eliminate the "Related party notes receivable" (amounts due from SPX) and the "Related party notes payable" (amounts due to SPX and its affiliates that are not part of the planned spin-off transaction), along with the associated interest income and expense, as these notes will be settled in their entirety through capital transfers prior to the completion of the spin-off.



(b)

Represents adjustments to reflect interest expense on (i) the 2017 Notes, which will become an obligation of Flowco in connection with the spin-off, and (ii) the term loan of the bank credit agreement that Flowco will enter into in connection with the spin-off. Summarized below are the components of the pro forma adjustments associated with interest expense:

	Six months ended June 27, 2015		Year ended December 31, 2014
2017 Notes:
Interest at Stated Rate	$	20.1	$	41.3
Amortization of Deferred Financing Costs		0.8		1.7
		20.9		43.0
Term Loan Under Bank Credit Agreement:
Interest at Stated Rate		3.3		6.8
Amortization of Deferred Financing Costs		0.5		1.0
		3.8		7.8
Pro Forma Adjustment to Interest Expense	$	24.7	$	50.8

(c)

Represents an adjustment for the income tax effects of the pro forma adjustments to the condensed combined statements of operations identified in Notes (a) and (b) above. The income tax adjustment is calculated at the U.S. marginal rate of 38.0%, as the pro forma adjustments identified in Notes (a) and (b) above are primarily U.S.-related.



(d)

Pro forma basic net income per share attributable to Flowco and the pro forma basic weighted-average number of common shares outstanding are based on the number of SPX weighted-average basic common shares outstanding for the six months ended June 27, 2015 and the year ended December 31, 2014, adjusted for the expected distribution ratio of one share of Flowco common stock for every share of SPX common stock.



(e)

Pro forma diluted net income per share attributable to Flowco and the pro forma diluted weighted-average number of common shares outstanding are not adjusted to reflect the potential dilution from the issuance of equity awards to Flowco employees, as we cannot estimate those amounts at this time.



(f)

Represents an adjustment to reflect the transfer of certain SPX corporate-related fixed assets to Flowco. The assets and associated accumulated depreciation relate to the SPX corporate headquarters facility, information technology hardware and software assets, and certain other assets. Depreciation and other expenses associated with these fixed assets for the six months ended June 27, 2015 and the year ended December 31, 2014 are expected to be comparable to the amounts of the related expenses that were recorded to our historical combined financial statements for these periods in connection with the allocation of a portion of SPX's total

57

corporate expenses to such historical financial statements; thus, no pro forma adjustments for depreciation and other expenses associated with these fixed assets have been included in the Unaudited Pro Forma Condensed Combined Statements of Operations herein.

(g)

Represents adjustments to reflect the transfer of deferred financing costs ($3.8) by SPX associated with the 2017 Notes, the deferred financing costs ($5.2) expected to be incurred to establish the bank credit agreement Flowco will enter into in connection with the spin-off, and the transfer of certain investments ($27.3) by SPX associated with the SPX Supplemental Retirement Savings Plan ("SRSP"). Pursuant to the Employee Matters Agreement, Flowco will establish its own supplemental retirement savings plan; thus, the obligations under the SRSP to (i) current employees of Flowco and (ii) current SPX corporate employees who will become employees of Flowco in connection with the spin-off transaction, along with the related investments (see above), will be transferred to Flowco in connection with the spin-off transaction.



(h)

Represents an adjustment to reflect accrued interest ($13.3) on the 2017 Notes and the assumption of the incentive compensation and vacation liabilities ($4.5) associated with (i) current employees of Flowco and (ii) current SPX corporate employees who will become employees of Flowco in connection with the spin-off transaction.



(i)

Represents an adjustment to reflect Flowco's assumption of obligations under a purchase card program sponsored by SPX, with the amount assumed relating to purchases made on behalf of Flowco businesses. As these arrangements extend the payment of the related obligations beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.



(j)

Represents an adjustment to reflect (i) that the 2017 Notes ($600.0) will become an obligation of Flowco in connection with the spin-off and (ii) term loan borrowings ($400.0) under the bank credit agreement that Flowco will enter into in connection with the spin-off.



(k)

Represents an adjustment to reflect deferred income tax assets associated with the liabilities for incentive compensation and vacation identified in Note (h) above.



(l)

Represents an adjustment to reflect the deferred income tax assets ($37.3) associated primarily with the pension, postretirement and SRSP obligations identified in Note (m) below, partially offset by deferred income tax liabilities ($27.5) associated with the SPX corporate-related fixed assets that are being transferred to Flowco (see Note (f) above for additional details on the corporate-related fixed assets being transferred by SPX).



(m)

Represents an adjustment to reflect the assumption by Flowco of (i) the pension and postretirement obligations ($66.8) related to certain individuals who are expected to serve as executive officers of Flowco and (ii) the SRSP obligation ($27.3) identified in Note (g) above.



(n)

Represents an adjustment to reflect the pro forma recapitalization of our equity. As of the distribution date, SPX's net investment in Flowco will be eliminated to reflect the distribution of our common stock to SPX's shareholders. SPX's shareholders will receive one share of Flowco common stock for every share of SPX common stock owned as of the record date of the distribution.



(o)

Represents (i) the net offset ($1,196.4) to all of the pro forma adjustments to the assets and liabilities in our Unaudited Pro Forma Condensed Combined Balance Sheet and (ii) the reclassification of the remaining balance within "Parent company investment" ($1,587.3) in order to reflect the pro forma recapitalization of our equity (see Note (n) above for additional details).

58

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

(All currency amounts are in millions)

        The following should be read in conjunction with the other sections of this information statement, including our audited combined financial statements and the related notes, our unaudited condensed combined financial statements and the related notes, "Business," and our "Unaudited Pro Forma Condensed Combined Financial Statements" and the related notes. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors including, but not limited to, those discussed under headings "Risk Factors" and "Special Note About Forward-Looking Statements."

        Our audited combined and unaudited condensed combined financial statements, which we discuss below, reflect our historical financial condition, results of operations and cash flows. The financial information discussed below and included in this information statement, however, may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been operated as a separate, independent entity during the periods presented, or what our financial condition, results of operations and cash flows may be in the future.

Overview

Spin-off Transaction

        On October 29, 2014, SPX announced that its Board of Directors had unanimously approved a plan to spin off its Flow business, comprised of its Flow Technology reportable segment, its Hydraulic Technologies business, various related legal entities, and certain of its corporate assets and liabilities, and separate into two distinct, publicly-traded companies. Under the plan, SPX would execute a spin-off of the business by way of a pro-rata distribution of common stock to SPX's shareholders of record as of the spin-off transaction record date.

Our Business

        We are a global supplier of highly specialized, engineered solutions with operations in over 35 countries and sales in over 150 countries around the world. Our innovative solutions play a critical role in helping meet the rising global demand in the end markets we serve. Our total revenue in 2014 was $2.8 billion, with approximately 30% from sales into emerging markets.

        We serve the food and beverage, power and energy and industrial markets. Our product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, oil and gas, power generation (including nuclear and conventional), chemical processing, compressed air and mining. From an end market perspective, in 2014, 35.0% of our revenues were from sales into the food and beverage end markets, 34.7% were from sales into the power and energy end markets, and 30.3% were from sales into the industrial end markets. Our core strengths include product breadth, global capabilities and the ability to create custom-engineered solutions for diverse flow processes. Over the past several years, we have strategically expanded our scale, relevance to customers, and global capabilities in these markets. We believe there are attractive organic and acquisition opportunities to continue to expand our business.

        We focus on a number of operating initiatives, including innovation and new product development, continuous improvement driven by lean methodologies, supply chain management, expansion in emerging markets, information technology infrastructure improvement, and organizational and talent development. These initiatives are designed to, among other things, capture synergies within our

59

businesses to ultimately drive revenue, profit margin and cash flow growth. We believe our businesses are well-positioned for long-term growth based on our operating initiatives, the potential within the current markets served and the potential for expansion into additional markets.

        Our business is organized into three reportable segments—Food and Beverage, Power and Energy and Industrial. The following summary describes the products and services offered by each of our reportable segments:

•

Food and Beverage:  The Food and Beverage reportable segment operates in a regulated, global industry with customers who demand highly engineered, turn-key solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include mixing, drying, evaporation and separation systems and components, heat exchangers, and reciprocating and centrifugal pump technologies. Our core brands include Anhydro, APV, Bran+Luebbe, e&e, Gerstenberg Schroeder, LIGHTNIN, Seital and Waukesha Cherry-Burrell. The segment's primary competitors are Alfa Laval AB, Fristam Pumps, GEA Group AG, Krones AG, Südmo, Tetra Pak, and various regional companies.

•

Power and Energy:  The Power and Energy reportable segment primarily serves customers in the oil and gas industry and, to a lesser extent, the nuclear and other conventional power industries. A large portion of the segment's revenues are concentrated on oil extraction, production and transportation at existing wells, and pipeline applications. The underlying drivers of this segment include increasing demand for power and energy driven by population growth and an expanding middle class. Key products for the segment include pumps, valves and the related accessories, while the core brands include APV, Bran+Luebbe, ClydeUnion Pumps, Copes-Vulcan, Dollinger Filtration, LIGHTNIN, M&J Valve, Plenty, and Vokes. The segment's primary competitors are Cameron International Corporation, Ebara Fluid Handling, Flowserve Corporation, ITT Goulds Pumps, KSB AG, and Sulzer Ltd.

•

Industrial:  The Industrial reportable segment primarily serves customers in the chemical, air treatment, mining, pharmaceutical, marine, shipbuilding, infrastructure construction, automotive and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and heat exchangers. Core brands include Airpel, APV, Delair, Deltech, Hankison, Jemaco, Johnson Pump, LIGHTNIN, Power Team, and Stone. The segment's primary competitors are Alfa Laval AB, Chemineer Inc., EKATO, Actuant, Enerpac, IDEX Viking Pump, KSB AG, Parker Domnick Hunter and various regional companies.

Summary of Operating Results

        The following summary is intended to provide a few highlights of the discussion and analysis that follows:

•

Revenues (all comparisons are to the related period in the prior year)

•

For the six months ended June 27, 2015, decreased 13.1% to $1,186.3, primarily as a result of the strengthening of the U.S. dollar during the period and lower sales of power and energy pumps, largely reflecting the impact of lower oil prices.

•

In 2014, decreased 1.3% to $2,769.6, primarily as a result of lower sales of power and energy pumps, partially offset by increased sales of food and beverage systems.

•

In 2013, decreased 1.5% to $2,804.8, primarily as a result of lower sales of power and energy pumps and industrial heat exchangers, partially offset by an increase in sales of

60

valves, closures and other components into the oil and gas end market, as well as increased sales of systems and components into the food and beverage end market.

•

Income before Income Taxes (all comparisons are to the related period in the prior year)

•

For the six months ended June 27, 2015, decreased $6.0, or 6.1%, to $92.4 primarily as a result of a decline in segment profitability, partially offset by declines in corporate expense, pension and postretirement expense, and special charges and an increase in other income, net.

•

In 2014, increased $42.1, or 22.0%, to $233.4 primarily as a result of the improvement in income for our reportable segments, partially offset by an increase in pension and postretirement expense.

•

In 2013, increased $61.8, or 47.7%, to $191.3 primarily as a result of the improvement in income for our reportable segments, and a reduction in pension and postretirement expense.

•

Cash Flows from Operations

•

For the six months ended June 27, 2015, decreased to $41.0 (from $118.6 for the six months ended June 28, 2014) primarily as a result of a decline in segment profitability and the timing of cash receipts on certain large projects.

•

In 2014, increased to $302.6 (from $263.3 in 2013) primarily as a result of the improved profitability noted above.

•

In 2013, increased to $263.3 (from $150.6 in 2012) primarily as a result of reductions in working capital at our Clyde Union business and, to a lesser extent, the improved profitability noted above.

Results of Operations

        Cyclicality of End Markets, Seasonality and Competition—The financial results of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Demand in the oil and gas aftermarket is typically stronger in the second half of the year. Also, capital spending on original equipment by our customers in the oil and gas industries is heavily influenced by current and expected oil and gas prices. As a result of a significant decline in oil prices, beginning in the latter half of 2014 and continuing into 2015, we expect 2015 revenue and operating profit margin for our Power and Energy reportable segment to decline on a year-over-year basis by at least 20% and 300 basis points, respectively. The demand for food and beverage systems and related services is highly correlated to timing on large construction contracts, which may cause significant fluctuations in our financial performance from period to period. In aggregate, our businesses generally tend to be stronger in the second half of the year.

        Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors. See "Business—Reportable Segments" for a discussion of our competitors.

        Non-GAAP Measures—Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions. We believe this

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metric is a useful financial measure for investors in evaluating our operating performance for the periods presented, as, when read in conjunction with our revenues, it presents a useful tool to evaluate our ongoing operations 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 we use in internal evaluations of the overall performance of our business. This metric, however, is not a measure of financial performance under accounting principles generally accepted in the United States ("GAAP"), should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

Six Months Ended June 27, 2015 and June 28, 2014

        The following table provides selected financial information for the six months ended June 27, 2015 and June 28, 2014, including the reconciliation of organic revenue decline to net revenue decline:

	Six months ended
	June 27, 2015			June 28, 2014			% Change
Revenues	$	1,186.3		$	1,365.6			(13.1	)
Gross profit		399.5			447.6			(10.7	)
% of revenues		33.7	%		32.8	%
Selling, general and administrative expense		282.1			313.8			(10.1	)
% of revenues		23.8	%		23.0	%
Intangible amortization		11.9			13.7			(13.1	)
Special charges, net		7.1			10.7			(33.6	)
Other income, net		4.3			—			*
Interest expense, net		(10.3	)		(11.0	)		(6.4	)
Income before income taxes		92.4			98.4			(6.1	)
Income tax provision		(22.6	)		(41.0	)		(44.9	)
Net income		69.8			57.4			21.6
Components of revenue decline:
Organic decline								(5.0	)
Foreign currency								(8.1	)
Net revenue decline								(13.1	)

*

Not meaningful for comparison purposes

        Revenues—For the six months ended June 27, 2015, the decrease in revenues, compared to the respective period in 2014, was due primarily to a strengthening of the U.S. dollar during 2015 and, to a lesser extent, a decrease in organic revenue. The decrease in organic revenue was due primarily to lower sales of power and energy pumps, largely reflecting the impact of lower oil prices. This decrease was offset partially by a year-over-year increase in sales of food and beverage systems. See "—Results of Reportable Segments" for additional details.

        Gross Profit—The decrease in gross profit during the six months ended June 27, 2015, compared to the respective period in 2014, was attributable primarily to the revenue decline noted above. However, gross profit as a percentage of revenue increased during the six months ended June 27, 2015 due to (i) improved operational performance within the Food and Beverage reportable segment and (ii) cost reductions associated with restructuring initiatives implemented during 2014 primarily within the Power and Energy reportable segment.

        Selling, General and Administrative ("SG&A") Expense—SG&A expense includes allocations of general corporate expenses from SPX, including pension and postretirement expense and stock-based

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compensation. See Note 1 to our condensed combined financial statements for further details on our methodology for allocating corporate-related costs. For the six months ended June 27, 2015, the decrease in SG&A expense, compared to the respective period in 2014, was due primarily to the impact of the strengthening U.S. dollar during the period and, to a lesser extent, a decrease in incentive compensation expense. The decrease in incentive compensation expense was due to lower profitability in the first half of 2015, compared to the respective period in 2014.

        Intangible Amortization—For the six months ended June 27, 2015, the decrease in intangible amortization, compared to the respective period in 2014, was due primarily to the impact of foreign currency translation.

        Special Charges, Net—Special charges, net, related primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines. See Note 4 to our condensed combined financial statements for the details of actions taken during the six months ended June 27, 2015 and June 28, 2014.

        Other Income, Net—Other income, net, for the six months ended June 27, 2015 was composed primarily of investment-related earnings of $2.9, gains on asset sales of $1.2, gains on foreign exchange ("FX") forward contracts of $1.1 and foreign currency transaction gains of $0.3, partially offset by losses on FX embedded derivatives of $1.2. The $2.9 of investment-related earnings represented unrealized gains on our investment in equity securities. See Note 15 to our condensed combined financial statements for additional details.

        Other income, net, for the six months ended June 28, 2014 was composed primarily of gains on FX forward contracts of $3.0 and investment-related earnings of $2.1, offset by foreign currency transaction losses of $3.9 and losses on FX embedded derivatives of $0.9.

        Interest Expense, Net—Interest expense, net, is comprised of interest expense on (i) capital lease obligations, (ii) miscellaneous lines of credit, and (iii) related party notes payable, partially offset by interest income on (i) related party notes receivable and (ii) cash and equivalents. See Notes 10 and 16 to our condensed combined financial statements for additional details on our third-party debt and related party notes, respectively.

        The decrease in interest expense, net, during the six months ended June 27, 2015, compared to the respective period in 2014, was due primarily to a decrease of $8.0 in interest expense associated with related party notes payable, partially offset by a decrease of $5.2 in interest income associated with related party notes receivable and a decrease of $2.1 in interest income associated with cash and equivalents.

        Income Taxes—During the six months ended June 27, 2015, we recorded an income tax provision of $22.6 on $92.4 of income before income taxes, resulting in an effective tax rate of 24.4%. The effective tax rate for the six months ended June 27, 2015 was impacted by a tax benefit of $2.0 related to foreign exchange losses recognized for income tax purposes with respect to a foreign branch.

        During the six months ended June 28, 2014, we recorded an income tax provision of $41.0 on $98.4 of income before income taxes, resulting in an effective tax rate of 41.7%. The effective tax rate for the six months ended June 28, 2014 was impacted by a tax charge of $17.0 resulting from increases in valuation allowances recorded against certain foreign deferred income tax assets.

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Years Ended December 31, 2014, 2013 and 2012

        The following table provides selected financial information for the years ended December 31, 2014, 2013 and 2012, including the reconciliation of organic revenue decline to net revenue decline:

	Year ended December 31,
										2014 vs. 2013%			2013 vs. 2012%
	2014			2013			2012
Revenues	$	2,769.6		$	2,804.8		$	2,846.3			(1.3	)		(1.5	)
Gross profit		936.5			898.0			875.7			4.3			2.5
% of revenues		33.8	%		32.0	%		30.8	%
Selling, general and administrative expense		629.9			618.9			643.0			1.8			(3.7	)
% of revenues		22.7	%		22.1	%		22.6	%
Intangible amortization		26.1			27.2			28.4			(4.0	)		(4.2	)
Impairment of intangible assets		11.7			4.7			2.0			148.9			135.0
Special charges, net		14.2			16.0			13.4			(11.3	)		19.4
Other income (expense), net		2.2			(5.2	)		(3.4	)		*			52.9
Interest expense, net		(23.4	)		(34.7	)		(56.0	)		(32.6	)		(38.0	)
Income before income taxes		233.4			191.3			129.5			22.0			47.7
Income tax provision		(97.5	)		(58.8	)		(0.6	)		65.8			*
Net income		135.9			132.5			128.9			2.6			2.8
Components of combined revenue decline:
Organic decline											(1.1	)		(1.4	)
Foreign currency											(0.2	)		(0.2	)
Acquisition											—			0.1
Net revenue decline											(1.3	)		(1.5	)

        Revenues—For 2014, the decrease in revenues, compared to 2013, was due to a decline in organic revenue and, to a lesser extent, the strengthening of the U.S. dollar during the period against certain foreign currencies. The decline in organic revenue was due primarily to lower sales of power and energy pumps, partially offset by increased sales of food and beverage systems. See "—Results of Reportable Segments" for additional details.

        For 2013, the decrease in revenues, compared to 2012, was due primarily to a decline in organic revenue and, to a lesser extent, the strengthening of the U.S. dollar during the period against certain foreign currencies. The decline in organic revenue was due primarily to lower sales of power and energy pumps and industrial heat exchangers, partially offset by an increase in sales of valves, closures and other components into the oil and gas end market, as well as increased sales of systems and components into the food and beverage end market. See "—Results of Reportable Segments" for additional details.

        Gross Profit—The increase in gross profit and gross profit as a percentage of revenue during 2014, compared to 2013, was primarily attributable to our Power and Energy reportable segment and was the result of improved operational execution and favorable sales mix, as well as cost reductions associated with restructuring initiatives implemented during the latter half of 2013 and the first half of 2014.

        The increase in gross profit and gross profit as a percentage of revenue during 2013, compared to 2012, was primarily the result of improved operational execution and favorable sales mix, primarily within our Power and Energy and Industrial reportable segments. In addition, gross profit for 2012 included incremental costs of $8.1 associated with the impact of the excess fair value (over historical cost) of inventory acquired in the December 2011 acquisition of Clyde Union that was subsequently sold in the first half of 2012.

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        SG&A Expense—SG&A expense includes allocations of general corporate expenses from SPX, including pension and postretirement expense and stock-based compensation. See Note 1 to our annual combined financial statements for further details on our methodology for allocating corporate-related costs. For 2014, the increase in SG&A expense, compared to 2013, was due primarily to an increase in pension and postretirement expense of $24.2, partially offset by cost reductions from restructuring actions completed in 2013 and 2014. The increase in pension and postretirement expense resulted primarily from our allocated share of the increase in actuarial losses recorded by SPX on its pension and postretirement plans during 2014. These actuarial losses were due primarily to reductions in discount rates and changes in mortality assumptions used to measure SPX's pension and postretirement obligations, as well as settlement losses associated with certain of SPX's plans.

        For 2013, the decrease in SG&A expense, compared to 2012, was due primarily to a decrease in pension and postretirement expense of $26.5. During 2013, actuarial losses on SPX's pension and postretirement plans declined, resulting in a decrease of our allocated share of such actuarial losses.

        Intangible Amortization—For 2014, the decrease in intangible amortization, compared to 2013, was due primarily to the impact of foreign currency translation.

        For 2013, the decrease in intangible amortization, compared to 2012, was due primarily to certain intangible assets becoming fully amortized during 2012.

        Impairment of Intangible Assets—During 2014, we recorded impairment charges of $7.3 and $4.4 related to the trademarks of certain businesses within our Power and Energy and Industrial reportable segments, respectively.

        During 2013, we recorded impairment charges of $3.4 and $1.3 related to the trademarks of certain businesses within our Power and Energy and Food and Beverage reportable segments, respectively.

        During 2012, we recorded an impairment charge of $2.0 related to the trademarks of a business within our Power and Energy reportable segment.

        See Note 8 to our annual combined financial statements for further discussion of impairment charges.

        Special Charges, Net—Special charges, net, related primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines, as well as asset impairment charges. See Note 6 to our annual combined financial statements for the details of actions taken in 2014, 2013 and 2012. The components of special charges, net, were as follows:

	Year ended December 31,
	2014		2013			2012
Employee termination costs	$	11.6	$	13.5		$	15.2
Facility consolidation costs		0.6		1.0			1.8
Other cash costs (recoveries), net		0.5		(0.2	)		(4.5	)
Non-cash asset write-downs		1.5		1.7			0.9
Total	$	14.2	$	16.0		$	13.4

        Other Income (Expense), Net—Other income, net, for 2014 was composed primarily of investment-related earnings of $6.0 and gains on FX embedded derivatives of $2.6, partially offset by (i) foreign currency transaction losses of $2.8 and (ii) losses on FX forward contracts of $2.4. The $6.0 of investment-related earnings represented unrealized gains on our investment in equity securities. See Note 16 to our annual combined financial statements for additional details.

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        Other expense, net, for 2013 was composed primarily of foreign currency transaction losses of $6.6 and losses on FX embedded derivatives of $0.4, partially offset by gains on FX forward contracts of $1.2.

        Other expense, net, for 2012 was composed primarily of foreign currency transaction losses of $8.5, partially offset by gains on FX embedded derivatives of $1.1, gains on FX forward contracts of $0.9, and investment-related earnings of $0.8.

        Interest Expense, Net—Interest expense, net, comprised interest expense on (i) capital lease obligations, (ii) miscellaneous lines of credit, and (iii) related party notes payable, partially offset by interest income on (i) related party notes receivable and (ii) cash and equivalents. See Notes 11 and 17 to our annual combined financial statements for additional details on our third-party debt and related party notes, respectively.

        The decrease in interest expense, net, during 2014, compared to 2013, was due to an increase of $22.3 in interest income associated with related party notes receivable, partially offset by an increase of $11.8 in interest expense associated with related party notes payable.

        The decrease in interest expense, net, during 2013, compared to 2012, was due to an increase of $24.5 in interest income associated with related party notes receivable, partially offset by an increase of $5.2 in interest expense associated with related party notes payable.

        The above increases in interest income associated with related party notes receivable primarily were due to advances we made to SPX of $743.3 during the second and fourth quarters of 2013, as during the first quarter of 2013 and throughout 2012 related party notes receivable were relatively insignificant. The above increases in interest expense associated with related party notes payable were primarily due to net borrowings from SPX during 2013 of $142.3. During 2014, there were no borrowings from SPX under related party notes payable and net repayments of related party notes payable were only $6.7.

        Income Taxes—During 2014, we recorded an income tax provision of $97.5 on $233.4 of income before income taxes, resulting in an effective tax rate of 41.8%. The effective tax rate for 2014 was impacted by (i) an income tax charge of $18.7 related to increases in valuation allowances recorded against certain foreign deferred income tax assets and (ii) an income tax charge of $18.6 related to the repatriation of certain earnings of our non-U.S. subsidiaries, partially offset by $3.8 of income tax benefits related to various audit settlements and statute expirations.

        During 2013, we recorded an income tax provision of $58.8 on $191.3 of income before income taxes, resulting in an effective tax rate of 30.7%. The effective tax rate for 2013 was impacted by an income tax charge of $3.9 related to net increases in valuation allowances recorded against certain foreign deferred income tax assets, partially offset by $2.0 of income tax benefits related to various audit settlements and statute expirations and $0.7 of income tax benefits associated with the Research and Experimentation Credit generated in 2012.

        During 2012, we recorded an income tax provision of $0.6 on $129.5 of income before income taxes, resulting in an effective tax rate of 0.5%. The effective tax rate for 2012 was impacted by income tax benefits of $18.3 associated with various audit closures and settlements, statute expirations, and other changes in the accrual for uncertain tax positions, with the most notable being the closure of the German tax examination for the years 2005 through 2009.

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Results of Reportable Segments

        The following information should be read in conjunction with our interim condensed combined and annual combined financial statements and related notes.

        Non-GAAP Measures—Throughout the following discussion of reportable segments, we use "organic revenue" growth (decline) to facilitate explanation of the operating performance of our reportable segments. Organic revenue growth (decline) is a non-GAAP financial measure, and is not a substitute for net revenue growth (decline). Refer to the explanation of this measure and purpose of use by management under "Results of Operations—Non-GAAP Measures."

Six Months Ended June 27, 2015 and June 28, 2014

Food and Beverage

	Six months ended
	June 27, 2015			June 28, 2014			% Change
Revenues	$	454.1		$	475.7			(4.5	)
Income		53.0			39.8			33.2
% of revenues		11.7	%		8.4	%
Components of revenue decline:
Organic growth								6.0
Foreign currency								(10.5	)
Net revenue decline								(4.5	)

        Revenues—For the six months ended June 27, 2015, the decrease in revenues, compared to the respective period in 2014, was due to the strengthening of the U.S. dollar during the period against various foreign currencies, partially offset by an increase in organic revenue. The increase in organic revenue was due primarily to higher sales of systems in Europe and Asia Pacific.

        Income—For the six months ended June 27, 2015, income and margin increased, compared to the respective period in 2014, primarily as a result of improved operational execution on large systems projects and the organic revenue growth noted above.

        Backlog—The segment had backlog of $430.3 and $528.6 as of June 27, 2015 and June 28, 2014, respectively. Of the $98.3 year-over-year decline in backlog, $68.3 was attributable to the impact of a stronger U.S. dollar as of June 27, 2015, as compared to June 28, 2014, and $30.0 was attributable to an organic decline.

Power and Energy

	Six months ended
	June 27, 2015			June 28, 2014			% Change
Revenues	$	348.3		$	473.1			(26.4	)
Income		41.5			68.6			(39.5	)
% of revenues		11.9	%		14.5	%
Components of revenue decline:
Organic decline								(19.8	)
Foreign currency								(6.6	)
Net revenue decline								(26.4	)

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        Revenues—For the six months ended June 27, 2015, the decrease in revenues, compared to the respective period in 2014, was due to the decrease in organic revenue and, to a lesser extent, a strengthening of the U.S. dollar during the period against various foreign currencies. The decline in organic revenue was due primarily to lower sales of power and energy pumps, largely reflecting the impact of lower oil prices.

        Income—For the six months ended June 27, 2015, income and margin decreased, compared to the respective period in 2014, primarily due to the decline in revenue mentioned above. These declines in income and margin were offset partially by the effects of cost reductions associated with restructuring initiatives implemented during 2014 within the segment's Clyde Union business.

        Backlog—The segment had backlog of $488.9 and $604.5 as of June 27, 2015 and June 28, 2014, respectively. Of the $115.6 year-over-year decline in backlog, $44.0 was attributable to the impact of a stronger U.S. dollar as of June 27, 2015, as compared to June 28, 2014, and $71.6 was attributable to an organic decline, due primarily to the impact of lower oil prices mentioned above.

Industrial

	Six months ended
	June 27, 2015			June 28, 2014			% Change
Revenues	$	383.9		$	416.8			(7.9	)
Income		53.1			61.9			(14.2	)
% of revenues		13.8	%		14.9	%
Components of revenue decline:
Organic decline								(0.6	)
Foreign currency								(7.3	)
Net revenue decline								(7.9	)

        Revenues—For the six months ended June 27, 2015, the decrease in revenues, compared to the respective period in 2014, was due to the strengthening of the U.S. dollar against various foreign currencies and, to a lesser extent, a decline in organic revenue. The organic revenue decline was primarily due to lower sales of mixers and hydraulic tools and equipment, partially offset by higher sales of pumps and heat exchangers.

        Income—For the six months ended June 27, 2015, income and margin decreased, compared to the respective period in 2014, primarily due to the revenue decline noted above and a less profitable sales mix during the first half of 2015.

        Backlog—The segment had backlog of $214.1 and $245.9 as of June 27, 2015 and June 28, 2014, respectively. Of the $31.8 year-over-year decline in backlog, $22.5 was attributable to the impact of a stronger U.S. dollar as of June 27, 2015, as compared to June 28, 2014, and $9.3 was attributable to an organic decline.

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Years Ended December 31, 2014, 2013 and 2012

Food and Beverage

	Year ended December 31,
										2014 vs. 2013%			2013 vs. 2012%
	2014			2013			2012
Revenues	$	968.9		$	970.0		$	946.5			(0.1	)		2.5
Income		99.3			90.4			91.7			9.8			(1.4	)
% of revenues		10.2	%		9.3	%		9.7	%
Components of revenue growth (decline):
Organic growth											1.0			1.7
Foreign currency											(1.1	)		0.4
Acquisition											—			0.4
Net revenue growth (decline)											(0.1	)		2.5

        Revenues—For 2014, the decrease in revenues, compared to 2013, was due to a strengthening of the U.S. dollar during the period against various foreign currencies, generally offset by an increase in organic revenue. The increase in organic revenue was due primarily to higher sales of systems and components in Europe.

        For 2013, the increase in revenues, compared to 2012, was due primarily to an increase in organic revenue and, to a lesser extent, both a weakening U.S. dollar during the period against the Euro and the impact of the acquisition of Seital S.r.l. in March 2012. The increase in organic revenue was due primarily to higher sales of systems in Europe and South America.

        Income—For 2014, income and margin increased, compared to 2013, primarily as a result of cost reductions associated with restructuring initiatives at various locations in Europe and, to a lesser extent, improved operational execution and a more favorable sales mix within the segment's European operations.

        For 2013, income and margin decreased, compared to 2012, due to execution challenges on certain large system projects during 2013 and an increase in operating expenses during the year.

        Backlog—The segment had backlog of $485.1 and $549.1 as of December 31, 2014 and 2013, respectively. Approximately 88% of the segment's backlog as of December 31, 2014 is expected to be recognized as revenue during 2015.

Power and Energy

	Year ended December 31,
										2014 vs. 2013%			2013 vs. 2012%
	2014			2013			2012
Revenues	$	961.6		$	997.5		$	1,011.4			(3.6	)		(1.4	)
Income		168.7			127.4			96.7			32.4			31.7
% of revenues		17.5	%		12.8	%		9.6	%
Components of revenue decline:
Organic decline											(5.0	)		(1.0	)
Foreign currency											1.4			(0.4	)
Net revenue decline											(3.6	)		(1.4	)

        Revenues—For 2014, the decrease in revenues, compared to 2013, was due to a decline in organic revenue, partially offset by the weakening of the U.S. dollar during the period against the British Pound ("GBP"). The decline in organic revenue was due primarily to lower sales of pumps, as the

69

segment entered 2014 with a lower backlog (as compared to 2013) which we believe resulted from our more selective approach to large orders.

        For 2013, the decrease in revenues, compared to 2012, was due to an organic revenue decline and the strengthening of the U.S. dollar during the period against various foreign currencies. The decline in organic revenue was due primarily to lower sales of pumps, partially offset by an increase in sales of valves, closures and other components.

        Income—For 2014, income and margin increased, compared to 2013, primarily due to improved operational execution, favorable sales mix during the period which we attribute to our more selective approach to large orders, and cost reductions associated with restructuring initiatives implemented during the latter half of 2013 and the first half of 2014 at our Clyde Union business.

        For 2013, income and margin increased, compared to 2012, due to improved operational execution at a number of the businesses within the segment and cost reductions associated with restructuring initiatives implemented at Clyde Union. In addition, in 2012, income and margin were diluted by incremental costs of $8.1 associated with the excess fair value (over historical cost) of inventory acquired in the Clyde Union transaction and subsequently sold in the first half of 2012.

        Backlog—The segment had backlog of $475.5 and $629.5 as of December 31, 2014 and 2013, respectively. Approximately 85% of the segment's backlog as of December 31, 2014 is expected to be recognized as revenue during 2015.

Industrial

	Year ended December 31,
										2014 vs. 2013%			2013 vs. 2012%
	2014			2013			2012
Revenues	$	839.1		$	837.3		$	888.4			0.2			(5.8	)
Income		123.0			119.3			129.2			3.1			(7.7	)
% of revenues		14.7	%		14.2	%		14.5	%
Components of revenue growth (decline):
Organic growth (decline)											1.4			(5.2	)
Foreign currency											(1.2	)		(0.6	)
Net revenue growth (decline)											0.2			(5.8	)

        Revenues—For 2014, the increase in revenues, compared to 2013, was due to an increase in organic revenue, partially offset by the strengthening of the U.S. dollar during the period against various foreign currencies. The increase in organic revenues was due primarily to higher sales of heat exchangers, dehydration equipment and pumps, partially offset by lower sales of mixers.

        For 2013, the decrease in revenues, compared to 2012, was due primarily to an organic revenue decline and, to a lesser extent, the strengthening of the U.S. dollar during the period against various foreign currencies. The decline in organic revenue was due to lower sales within the segment's Asia Pacific operations, as well as lower sales of heat exchangers and dehydration equipment. These decreases were offset partially by an increase in sales of mixers during 2013.

        Income—For 2014, income and margin increased, compared to 2013, primarily due to a more favorable sales mix during 2014.

        For 2013, income and margin decreased, compared to 2012, due to the decline in organic revenue mentioned above and an increase in operating expenses during 2013. These unfavorable impacts on income and margin were offset partially by the effects of a more favorable sales mix in 2013.

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        Backlog—The segment had backlog of $210.1 and $235.5 as of December 31, 2014 and 2013, respectively. Approximately 88% of the segment's backlog as of December 31, 2014 is expected to be recognized as revenue during 2015.

Corporate and Other Expense

Six Months Ended June 27, 2015 and June 28, 2014

	Six months ended
	June 27, 2015			June 28, 2014			% Change
Total combined revenues	$	1,186.3		$	1,365.6			(13.1	)
Corporate expense		24.6			29.9			(17.7	)
% of revenues		2.1	%		2.2	%
Stock-based compensation expense		15.5			14.6			6.2
Pension and postretirement expense		2.0			5.7			(64.9	)

        Corporate Expense—Corporate expense includes allocations of general corporate expenses from SPX that generally relate to the cost of corporate functions and/or resources provided by SPX. See Note 1 to our condensed combined financial statements for further details on our methodology for allocating corporate-related costs.

        Corporate expense decreased during the six months ended June 27, 2015, compared to the respective period in 2014, primarily due to a decline in incentive compensation expense associated with lower profitability in the first half of 2015, compared to the first half of 2014.

        Stock-based Compensation Expense—SPX sponsors a stock compensation plan that covers eligible employees, including certain of our employees. Stock-based compensation expense, as presented herein, represents the costs associated with the eligible employees of the Company, as well as an allocation of a portion of the costs associated with the eligible corporate employees of SPX. See Note 1 to our condensed combined financial statements for further details on our methodology for allocating corporate-related costs.

        See Note 13 to our condensed combined financial statements for further details on SPX's stock-based compensation plans.

        Pension and Postretirement Expense—SPX sponsors a number of pension and postretirement plans. In addition, we also sponsor pension and postretirement plans. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year as a component of net periodic benefit expense, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

        Pension and postretirement expense, as presented herein, represents net periodic benefit expense associated with the plans we sponsor as well as an allocation of a portion of the net periodic benefit expense associated with the plans sponsored by SPX. See Note 1 to our condensed combined financial statements for further details on our methodology for allocating corporate-related costs.

        During the six months ended June 27, 2015, pension and postretirement expense decreased, compared to the respective period in 2014, primarily due to a reduction in the allocated net periodic benefit expense associated with the plans sponsored by SPX. During the first quarter of 2014, an actuarial loss was recorded by SPX in connection with a lump-sum payment action related to one of its U.S. pension plans. Our allocated share of the actuarial loss, as reflected in our condensed combined financial statements for the six months ended June 28, 2014, was $1.7. There were no actuarial gains/losses included in our pension and postretirement expense for the six months ended June 27, 2015.

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        See Note 8 to our condensed combined financial statements for further details on SPX's and our pension and postretirement plans.

Years Ended December 31, 2014, 2013 and 2012

	Year ended December 31,
										2014 vs. 2013%			2013 vs. 2012%
	2014			2013			2012
Total combined revenue	$	2,769.6		$	2,804.8		$	2,846.3			(1.3	)		(1.5	)
Corporate expense		58.3			59.8			58.0			(2.5	)		3.1
% of revenues		2.1	%		2.1	%		2.0	%
Pension and postretirement expense		32.2			8.0			34.5			302.5			(76.8	)
Stock-based compensation expense		20.0			17.4			20.8			14.9			(16.3	)

        Corporate Expense—Corporate expense includes allocations of general corporate expenses from SPX that generally relate to the cost of corporate functions and/or resources provided by SPX. See Note 1 to our annual combined financial statements for further details on our methodology for allocating corporate-related costs.

        Corporate expense decreased during 2014, compared to 2013, due primarily to lower marketing expenses.

        Corporate expense increased during 2013, compared to 2012, due primarily to an increase in incentive compensation expense.

        Pension and Postretirement Expense—SPX sponsors a number of pension and postretirement plans. In addition, we also sponsor pension and postretirement plans. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year as a component of net periodic benefit expense, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

        Pension and postretirement expense, as presented herein, represents net periodic benefit expense associated with the plans we sponsor as well as an allocation of a portion of the net periodic benefit expense associated with the plans sponsored by SPX. See Note 1 to our annual combined financial statements for further details on our methodology for allocating corporate-related costs.

        During 2014, pension and postretirement expense increased, compared to 2013, primarily as a result of an increase in actuarial losses associated with both the plans sponsored by SPX and those that we sponsor.

        During 2013, pension and postretirement expense decreased, compared to 2012, primarily as a result of a decrease in actuarial losses associated with both the plans sponsored by SPX and those that we sponsor.

        See Note 9 to our annual combined financial statements for further details on SPX's and our pension and postretirement plans.

        Stock-based Compensation Expense—SPX sponsors a stock compensation plan that covers eligible employees, including certain of our employees. Stock-based compensation expense, as presented herein, represents the costs associated with our eligible employees, as well as an allocation of a portion of the costs associated with the eligible corporate employees of SPX. See Note 1 to our annual combined financial statements for further details on our methodology for allocating corporate-related costs.

        The increase in stock-based compensation expense for 2014, compared to 2013, was primarily the result of an increase in the fair value of the 2014 restricted stock share and restricted stock unit

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awards, as the weighted-average fair value of the 2014 awards was approximately 41% higher than the 2013 awards.

        The decrease in stock-based compensation expense for 2013, compared to 2012, was due primarily to a reduction in stock-based compensation associated with SPX's executive officer group, as well as an increase in forfeitures during 2013.

        See Note 14 to our annual combined financial statements for further details on SPX's stock-based compensation plans.

Liquidity and Financial Condition

        Listed below are the cash flows from (used in) operating, investing and financing activities, as well as the net change in cash and equivalents, for the six months ended June 27, 2015 and June 28, 2014 and the years ended December 31, 2014, 2013 and 2012.

	Six months ended
							Year ended December 31,
	June 27, 2015			June 28, 2014
							2014			2013			2012
Cash flows from operating activities	$	41.0		$	118.6		$	302.6		$	263.3		$	150.6
Cash flows used in investing activities		(21.1	)		(7.4	)		(34.0	)		(752.0	)		(45.3	)
Cash flows from (used in) financing activities		(54.6	)		(116.6	)		(297.8	)		388.3			1.8
Change in cash and equivalents due to changes in foreign currency exchange rates		(6.8	)		(1.4	)		(12.0	)		(4.8	)		5.2
Net change in cash and equivalents	$	(41.5	)	$	(6.8	)	$	(41.2	)	$	(105.2	)	$	112.3

Six Months Ended June 27, 2015 and June 28, 2014

        Operating Activities—During the six months ended June 27, 2015, the decrease in cash flows from operating activities, compared to the same period in 2014, was primarily attributable to (i) a decline in segment profitability and (ii) the timing of cash receipts on certain large projects.

        Investing Activities—During the six months ended June 27, 2015, cash flows used in investing activities were comprised primarily of capital expenditures of $22.6 associated generally with upgrades of manufacturing facilities and information technology, partially offset by proceeds from asset sales and other of $1.6. Cash flows used in investing activities during the comparable period in 2014 were comprised primarily of capital expenditures of $13.8 associated generally with upgrades of manufacturing facilities and replacement of equipment, partially offset by proceeds from asset sales and other of $7.1.

        Financing Activities—During the six months ended June 27, 2015, cash flows used in financing activities related primarily to net transfers to SPX of $48.7 and repayments of related party notes payable of $5.4, while cash flows used in financing activities during the comparable period in 2014 related primarily to net transfers to SPX of $119.0, partially offset by net borrowings under financing arrangements of $2.8.

        Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates—The decrease in cash and equivalents due to foreign currency exchange rates of $6.8 and $1.4 in the six months ended June 27, 2015 and June 28, 2014, respectively, reflected primarily a reduction in U.S. dollar equivalent balances of Euro-denominated cash and equivalents (in 2015) and of Chinese Yuan-denominated cash and equivalents (in 2014), as a result of the strengthening of the U.S. dollar against these currencies during the respective periods.

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Years Ended December 31, 2014 and 2013

        Operating Activities—During 2014, the increase in cash flows from operating activities, compared to 2013, was due primarily to improved profitability.

        Investing Activities—During 2014, cash flows used in investing activities were comprised primarily of capital expenditures of $40.7, partially offset by proceeds from asset sales and other of $7.3. Cash flows used in investing activities during 2013 were comprised primarily of loans to SPX of $743.3 and capital expenditures of $23.4, partially offset by proceeds from asset sales and other of $12.0.

        Financing Activities—During 2014, cash flows used in financing activities related primarily to net transfers to SPX of $291.6, while cash flows from financing activities in 2013 related primarily to net transfers from SPX of $261.3 and net borrowings from SPX (and certain of its affiliates that are not part of the spin-off transaction) of $142.3.

        Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates—The decrease in cash and equivalents due to foreign currency exchange rates of $12.0 and $4.8 in 2014 and 2013, respectively, reflected primarily a reduction in U.S. dollar equivalent balances of Euro- and GBP-denominated cash and equivalents, as a result of the strengthening of the U.S. dollar against these currencies during the respective periods.

Years Ended December 31, 2013 and 2012

        Operating Activities—During 2013, the increase in cash flows from operating activities, compared to 2012, was due primarily to a reduction in working capital at our Clyde Union business and, to a lesser extent, improved profitability. In 2012, our Clyde Union business experienced project delays and other operational execution issues, which contributed to a significant increase in working capital for the business (increase of approximately $140.0). During 2013, many of these issues were remediated, resulting in a significant decline in Clyde Union's working capital.

        Investing Activities—During 2013, cash flows used in investing activities were comprised primarily of loans to SPX of $743.3 and capital expenditures of $23.4, partially offset by proceeds from asset sales and other of $12.0. Cash flows used in investing activities during 2012 were comprised primarily of the acquisition of Seital S.r.l. of $28.0 and capital expenditures of $26.3, partially offset by repayments received on related party notes of $6.8 and proceeds from asset sales and other of $5.6.

        Financing Activities—During 2013, cash flows from financing activities related primarily to net transfers from SPX of $261.3 and net borrowings from SPX (and certain of its affiliates that are not part of the spin-off transaction) of $142.3, while cash flows from financing activities in 2012 related primarily to net transfers from SPX of $33.9, partially offset by net repayments of third-party debt of $34.3.

        Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rates—The decrease in cash and equivalents due to foreign currency exchange rates of $4.8 in 2013 reflected primarily a reduction in U.S. dollar equivalent balances of Euro- and GBP-denominated cash and equivalents, as a result of the strengthening of the U.S. dollar against these currencies during the year. The increase in cash and equivalents due to foreign currency exchange rates of $5.2 in 2012 reflects primarily an increase in U.S. dollar equivalent balances of Euro- and GBP-denominated cash and equivalents, as a result of a weakening of the U.S. dollar against these currencies during the year.

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Senior Credit Facilities

        On September 25, 2015, Flowco and certain of our subsidiaries (collectively "Flowco") expect to establish senior credit facilities with a syndicate of lenders that will provide for committed senior secured financing in the aggregate amount of $1.35 billion, consisting of the following, each with a final maturity of September 25, 2020:

•

A term loan facility in an aggregate principal amount of $400.0;

•

A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to $250.0;

•

A global revolving credit facility, available for loans in Euros, Great Britain Pound and other currencies, in an aggregate principal amount up to the equivalent of $200.0;

•

A participation multi-currency foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $250.0; and

•

A bilateral multi-currency foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $250.0.

        We also may seek additional commitments, without consent from the existing lenders, to add an incremental term loan facility and/or increase the commitments in respect of the domestic revolving credit facility, the global revolving credit facility, the participation foreign credit instrument facility, and/or the bilateral foreign credit instrument facility by an aggregate principal amount not to exceed (x) $500.0 plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of cash and cash equivalents in excess of $50.0) at the date of determination secured by liens to consolidated adjusted EBITDA, as defined in the credit agreement, for the four fiscal quarters ended most recently before such date) does not exceed 2.75 to 1.00 plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facilities and foreign credit instrument facilities.

        We will be the borrower under all of the senior credit facilities, and certain of Flowco's foreign subsidiaries are (and Flowco may designate other foreign subsidiaries to be) borrowers under the global revolving credit facility and the foreign credit instrument facilities.

        All borrowings and other extensions of credit under our senior credit facilities will be subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.

        The letters of credit under the domestic revolving credit facility are stand-by letters of credit requested by Flowco on behalf of itself or any of its subsidiaries or certain joint ventures. The foreign credit instrument facility will be used to issue foreign credit instruments, including bank undertakings to support our foreign operations.

        The interest rates applicable to loans under our senior credit facilities will be, at our option, equal to either (x) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0%) or (y) a reserve-adjusted LIBOR rate for dollars (Eurodollar) plus, in each case, an applicable margin percentage, which varies based on our Consolidated Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of cash and cash equivalents in excess of $50.0) at the date of determination to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date). We may elect interest periods of one, two, three or six months (and, if consented to by all relevant lenders, nine or twelve months) for Eurodollar borrowings. The per annum

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fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans are as follows:

Consolidated Leverage Ratio	Domestic Revolving Commitment Fee			Global Revolving Commitment Fee			Letter of Credit Fee			Foreign Credit Commitment Fee			Foreign Credit Instrument Fee			LIBOR Loans			ABR Loans
Greater than or equal to 3.00 to 1.00		0.350	%		0.350	%		2.000	%		0.350	%		1.250	%		2.000	%		1.000	%
Between 2.00 to 1.00 and 3.00 to 1.00		0.300	%		0.300	%		1.750	%		0.300	%		1.000	%		1.750	%		0.750	%
Between 1.50 to 1.00 and 2.00 to 1.00		0.275	%		0.275	%		1.500	%		0.275	%		0.875	%		1.500	%		0.500	%
Between 1.00 to 1.00 and 1.50 to 1.00		0.250	%		0.250	%		1.375	%		0.250	%		0.800	%		1.375	%		0.375	%
Less than 1.00 to 1.00		0.225	%		0.225	%		1.250	%		0.225	%		0.750	%		1.250	%		0.250	%

        The fees for bilateral foreign credit commitments will be as specified above for foreign credit commitments unless otherwise agreed with the bilateral foreign issuing lender. We will also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.25% per annum, respectively.

        Our senior credit facilities will require mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by Flowco or its subsidiaries. Mandatory prepayments will be applied to repay, first, amounts outstanding under any term loans and, then, amounts (or to cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment will be required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds.

        We may voluntarily prepay loans under our senior credit facilities, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders' breakage costs in the case of a prepayment of Eurodollar rate borrowings other than on the last day of the relevant interest period.

        Indebtedness under our senior credit facilities will be guaranteed by:

•

Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and

•

SPX FLOW with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.

        Indebtedness under our senior credit facilities will be secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by Flowco or its domestic subsidiary guarantors and 65% of the capital stock of our material first-tier foreign subsidiaries (with certain exceptions). If Flowco's corporate credit rating is less than "Ba2" (or not rated) by Moody's and less than "BB" (or not rated) by S&P, then Flowco and its domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all our assets. If Flowco's corporate credit rating is "Baa3" or better by Moody's or "BBB-" or better

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by S&P and no defaults would exist, then all collateral security will be released and the indebtedness under our senior credit facilities will be unsecured.

        Our senior credit facilities will require that Flowco maintains:

•

A Consolidated Interest Coverage Ratio (as defined in the credit agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least 3.50 to 1.00; and

•

A Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than 3.25 to 1.00 (or 3.50 to 1.00 for the four fiscal quarters after certain permitted acquisitions).

        Our senior credit facilities will also contain covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. Our senior credit facilities will contain customary representations, warranties, affirmative covenants and events of default.

Senior Notes

        We expect that the $600.0 aggregate principal amount of the 2017 Notes will become an obligation of Flowco in connection with the spin-off. These notes mature in August 2017. The interest payment dates for these notes are March 1 and September 1 of each year. The notes are redeemable, in whole or in part, at any time prior to maturity at a price equal to 100% of the principal amount thereof plus an applicable premium, plus accrued and unpaid interest. If we experience certain types of change of control transactions, we must offer to repurchase the notes at 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest. These notes are unsecured and rank equally with all our existing and future unsubordinated unsecured senior indebtedness, but are effectively junior to our senior credit facilities. The indenture governing these notes contains covenants that, among other things, limit our ability to incur liens, enter into sale and leaseback transactions and consummate some mergers. Payment of the principal, premium, if any, and interest on these notes will be guaranteed on a senior unsecured basis by our domestic subsidiaries.

        In connection with consummation of the spin-off, we intend to commence an offer to purchase all of the 2017 Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, in accordance with the terms of the indenture for the 2017 Notes. Nothing contained in this information statement should be construed as an offer to purchase any of the 2017 Notes.

Financial Instruments

        We measure our financial assets and liabilities on a recurring basis, and nonfinancial assets and liabilities on a non-recurring basis, at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2) or significant unobservable inputs (Level 3).

        Our derivative financial assets and liabilities include FX forward contracts and FX embedded derivatives measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and our counterparties' credit risks. Based on these inputs, the derivative assets and

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liabilities are classified within Level 2 of the valuation hierarchy. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active.

        As of June 27, 2015, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments were collateralized under SPX's senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties' credit risks.

        We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount. Assets and liabilities measured at fair value on a recurring basis are further discussed below.

Currency Forward Contracts and Currency Forward Embedded Derivatives

        We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize their impact. Our principal currency exposures relate to the Euro, Chinese Yuan and GBP.

        From time to time, we enter into foreign currency forward contracts ("FX forward contracts") to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries. In addition, some of our contracts contain currency forward embedded derivatives ("FX embedded derivatives"), because the currency of exchange is not "clearly and closely" related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives' fair value are not included in current earnings, but are included in Accumulated Other Comprehensive Income ("AOCI"). These changes in fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives' fair value is recorded as a component of "Other income (expense), net" in the period in which the transaction is no longer considered probable of occurring. To the extent a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

        We had FX forward contracts with an aggregate notional amount of $60.1, $84.4 and $90.7 outstanding as of June 27, 2015, December 31, 2014 and December 31, 2013, respectively, with all such contracts as of June 27, 2015 scheduled to mature within one year. We also had FX embedded derivatives with an aggregate notional amount of $42.0, $53.4 and $78.6 at June 27, 2015, December 31, 2014 and December 31, 2013, respectively, with scheduled maturities as of June 27, 2015 of $39.5, $2.1 and $0.4 within one, two and subsequent years thereafter, respectively. The unrealized loss, net of taxes, recorded in AOCI related to FX forward contracts was $0.1 as of June 27, 2015, while such amount was less than $0.1 as of December 31, 2014 and there were no such amounts as of December 31, 2013. The net gains/(losses) recorded in "Other income (expense), net" related to FX forward contracts and FX embedded derivatives totaled ($0.1) and $2.1 for the six months ended June 27, 2015 and June 28, 2014, respectively. The net gains recorded in "Other income (expense), net" related to FX forward contracts and FX embedded derivatives totaled $0.2, $0.8 and $2.0 in 2014, 2013 and 2012, respectively.

        The net fair values of our FX forward contracts and FX embedded derivatives were $1.1 (liability), $0.6 (liability) and $3.0 (liability) at June 27, 2015, December 31, 2014 and December 31, 2013, respectively.

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Other Fair Value Financial Assets and Liabilities

        The carrying amounts of cash and equivalents and receivables (excluding related party notes receivable) reported in our combined balance sheets approximate fair value due to the short-term nature of those instruments. At June 27, 2015, December 31, 2014 and December 31, 2013, the aggregate estimated fair values of our related party notes receivable were approximately $727.2, $758.0 and $682.0, respectively, compared to the respective carrying values of $670.0, $707.1 and $763.4.

        The fair value of our debt instruments (excluding capital leases and related party notes payable) are considered to approximate carrying value due primarily to the short-term nature of these instruments. At June 27, 2015, December 31, 2014 and December 31, 2013, the aggregate estimated fair values of our related party notes payable were approximately $437.0, $1,127.0 and $1,076.0, respectively, compared to the respective carrying values of $391.3, $1,003.1 and $988.4.

Concentrations of Credit Risk

        Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, and FX forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world. We periodically evaluate the credit standing of these financial institutions.

        We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced, and believe we are not exposed to significant risk of, loss in these accounts.

        We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.

        Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers' financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.

Cash and Other Commitments

        We use operating leases to finance certain equipment, vehicles and properties. At December 31, 2014, we had $84.0 of future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year.

        Capital expenditures for 2014 totaled $40.7, compared to $23.4 and $26.3 in 2013 and 2012, respectively. Capital expenditures in 2014 related primarily to upgrades to manufacturing facilities, including replacement of equipment, and information technology. We expect 2015 capital expenditures to approximate $70.0, with a significant portion related to upgrades of manufacturing facilities and information technology. While the impact of continued market volatility cannot be predicted, we believe we have sufficient operating flexibility, cash reserves and funding sources to maintain adequate amounts of liquidity and to meet our future operating cash needs and internal growth opportunities.

        In 2014, we made contributions and direct benefit payments of $3.8 to our defined benefit pension and postretirement benefit plans. We expect to make $2.9 of minimum required funding contributions and direct benefit payments in 2015. Our pension plans have not experienced any liquidity difficulties or counterparty defaults due to the volatility in the credit markets. Our foreign pension funds experienced a positive return on assets of approximately 5.0% in 2014. See Note 9 to our annual combined financial statements for further disclosure of expected future contributions and benefit payments.

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        On a net basis, we paid $11.4, $19.0, and $15.7 in income taxes in 2014, 2013 and 2012, respectively. The amount of income taxes we pay annually is dependent on various factors, including the timing of certain deductions. Deductions and the amount of income taxes can and do vary from year to year.

        As of December 31, 2014, except as discussed in Note 13 to our annual combined financial statements and in the contractual obligations table below, we did not have any material guarantees, off-balance sheet arrangements or purchase commitments.

        We continually review each of our businesses in order to determine their long-term strategic fit. These reviews could result in selected acquisitions to expand an existing business or result in the disposition of an existing business. See "Risk Factors," "Results of Reportable Segments" included in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" for an understanding of the risks, uncertainties and trends facing our businesses.

Contractual Obligations

        The following is a summary of our primary contractual obligations as of December 31, 2014. Except as otherwise noted below, there have been no material changes in the amounts of our contractual obligations from those summarized below:

	Total		Due within 1 year		Due in 1 - 3 years		Due in 3 - 5 years		Due after 5 years
Short-term debt obligations	$	6.0	$	6.0	$	—	$	—	$	—
Long-term debt obligations		12.0		1.7		1.4		5.4		3.5
Related party notes payable(1)		1,003.1		36.8		558.0		—		408.3
Pension and postretirement benefit plan contributions and direct benefit payments(2)		67.0		2.9		6.4		7.5		50.2
Purchase and other contractual obligations(3)		209.4		191.4		18.0		—		—
Future minimum operating lease payments(4)		84.0		25.0		27.7		12.5		18.8
Interest payments—capital lease obligations		3.4		1.4		1.2		0.2		0.6
Interest payments—related party notes payable(1)		609.0		—		152.1		—		456.9
Total contractual cash obligations(5)	$	1,993.9	$	265.2	$	764.8	$	25.6	$	938.3

(1)

During the six months ended June 27, 2015, certain related party notes payable were extinguished by way of a capital contribution. As a result of this capital contribution, these related party notes payable no longer remain our contractual obligations as of June 27, 2015. Of these amounts, $26.9 was previously due upon the lender's demand (reflected in "Due within 1 year" above) and $558.0 was previously due in 2017 (reflected in "Due in 1 - 3 years" above). Interest payments of $152.1 which were previously due in 2017 (reflected in "Due in 1 - 3 years" above) also no longer remain our contractual obligations as of June 27, 2015.

(2)

Estimated minimum required pension contributions and pension and postretirement benefit payments are based on actuarial estimates using current assumptions for, among other things, discount rates, expected long-term rates of return on plan assets (where applicable), rates of compensation increases, and health care cost trend rates. See Note 9 to our annual combined financial statements for additional information on expected future contributions and benefit payments.

(3)

Represents contractual commitments to purchase goods and services at specified dates.

(4)

Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.

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(5)

Contingent obligations, such as environmental accruals and those relating to uncertain tax positions, generally do not have specific payment dates and accordingly have been excluded from the above table. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $2.5 to $7.5. In addition, the above table does not include potential payments under our derivative financial instruments.

        We believe that our cash flows, together with cash on hand, provide us with the ability to fund our operations and make planned capital expenditures payments for at least the next twelve months. However, such cash flows are dependent upon our future operating performance which, in turn, is subject to prevailing economic conditions and to financial, business and other factors, including the conditions of our markets, some of which are beyond our control. If, in the future, we cannot generate sufficient cash from operations to meet any future debt service obligations, we would need to refinance such debt obligations, obtain additional financing or sell assets. We cannot assure you that our business will generate cash from operations, or that we will be able to obtain financing from other sources, sufficient to satisfy any such debt service or other requirements.

Critical Accounting Policies and Use of Estimates

        The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties are listed below. This section should be read in conjunction with Notes 1 and 2 to our annual combined financial statements, which include a detailed discussion of these and other accounting policies. We have effected no material change in either our critical accounting policies or use of estimates since the issuance of our 2014 combined financial statements included elsewhere in this information statement.

Long-Term Contract Accounting

        Certain of our businesses recognize revenues and profits from long-term construction/installation contracts under the percentage-of-completion method of accounting. The percentage-of-completion method requires estimates of future revenues and costs over the full term of product delivery. We measure the percentage-of-completion principally by the contract costs incurred to date as a percentage of the estimated total costs for that contract at completion. Under the percentage-of-completion method, we recognized revenues of $237.8 and $274.0 during the six months ended June 27, 2015 and June 28, 2014, respectively, and $573.1, $612.8 and $693.1 during the years ended December 31, 2014, 2013 and 2012, respectively.

        We record any provision for estimated losses on uncompleted long-term contracts in the period in which the losses are determined. In the case of customer change orders for uncompleted long-term contracts, we include estimated recoveries for work performed in forecasting ultimate profitability on these contracts. Due to uncertainties inherent in the estimation process, it is reasonably possible that completion costs, including those arising from contract penalty provisions and final contract settlements, will be revised during the duration of a contract. These revisions to costs and income are recognized in the period in which the revisions are determined.

        Our estimation process for determining revenues and costs for contracts accounted for under the percentage-of-completion method is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, and operations and financial professionals, and (iii) an assessment of the key underlying factors (see below) that impact the revenues and costs of our long-term contracts. Each long-term contract is unique, but typically similar enough to

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other contracts that we can effectively leverage our experience. As our long-term contracts generally range from six to eighteen months in duration, we typically reassess the estimated revenues and costs of these contracts on a quarterly basis, but may reassess more often as situations warrant. We record changes in estimates of revenues and costs when identified using the cumulative catch-up method prescribed under the Revenue Recognition Topic of the Codification.

        We believe the underlying factors used to estimate our costs to complete and percentage-of-completion are sufficiently reliable to provide a reasonable estimate of revenue and profit; however, due to the length of time over which revenue streams are generated and costs are incurred, along with the judgment required in developing the underlying factors, the variability of revenue and cost can be significant. Factors that may affect revenue and costs relating to long-term contracts include, but are not limited to, the following:

•

Sales Price Incentives and Sales Price Escalation Clauses—Sales price incentives and sales price escalations that are reasonably assured and reasonably estimable are recorded over the performance period of the contract. Otherwise, these amounts are recorded when awarded.

•

Cost Recovery for Product Design Changes and Claims—On occasion, design specifications may change during the course of the contract. Any additional costs arising from these changes may be supported by change orders, or we may submit a claim to the customer. Change orders are accounted for as described above. See below for our accounting policies related to claims.

•

Material Availability and Costs—Our estimates of material costs generally are based on existing supplier relationships, adequate availability of materials, prevailing market prices for materials and, in some cases, long-term supplier contracts. Changes in our supplier relationships, delays in obtaining materials, or changes in material prices can have an impact on our cost and profitability estimates.

•

Use of Sub-Contractors—Our arrangements with sub-contractors are generally based on fixed prices; however, our estimates of the cost and profitability can be impacted by sub-contractor delays, customer claims arising from sub-contractor performance issues, or a sub-contractor's inability to fulfill its obligations.

•

Labor Costs and Anticipated Productivity Levels—Where applicable, we include the impact of labor improvements in our estimation of costs, such as in cases where we expect a favorable learning curve over the duration of the contract. In these cases, if the improvements do not materialize, costs and profitability could be adversely impacted. Additionally, to the extent we are more or less productive than originally anticipated, estimated costs and profitability may also be impacted.

•

Effect of Foreign Currency Fluctuations—Fluctuations between currencies in which our long-term contracts are denominated and the currencies under which contract costs are incurred can have an impact on profitability. When the impact on profitability is potentially significant, we may (but generally do not) enter into FX forward contracts or prepay certain vendors for raw materials to manage the potential exposure. See Note 12 to our annual combined financial statements for additional details on our FX forward contracts.

        Costs and estimated earnings in excess of billings on uncompleted contracts arise when revenues have been recorded but the amounts have not been billed under the terms of the contracts. These amounts are recoverable from customers upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of the contract.

        We periodically make claims against customers, suppliers and sub-contractors associated with alleged non-performance and other disputes over contractual terms. Claims related to long-term contracts are recognized as additional revenues or as a reduction of costs only after we have determined that collection is probable and the amount is reasonably estimable. Claims made by us may involve negotiation and, in certain cases, litigation or other dispute-resolution processes. In the event

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we incur litigation or other dispute-resolution costs in connection with claims, these costs are expensed as incurred, although we may seek to recover these costs. Claims against us are recognized when a loss is considered probable and amounts are reasonably estimable.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

        Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to annual impairment testing. We monitor the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results and, thus, be an indicator of a potential impairment. The trends and/or matters that we specifically monitor for each of our reporting units are as follows:

•

Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance;

•

Significant changes in end markets or other economic factors;

•

Significant changes or planned changes in our use of a reporting unit's assets; and

•

Significant changes in customer relationships and competitive conditions.

        The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. We consider a number of factors, including the input of an independent appraisal firm, in conducting the impairment testing of our reporting units. We perform our impairment testing by comparing the estimated fair value of the reporting unit to the carrying value of the reported net assets, with such testing occurring during the fourth quarter of each year in conjunction with our annual financial planning process (or more frequently if impairment indicators arise), based primarily on events and circumstances existing as of the end of the third quarter. Fair value is generally based on the income approach using a calculation of discounted cash flows, based on the most recent financial projections for the reporting units. The revenue growth rates included in the financial projections are our best estimates based on current and forecasted market conditions, and the profit margin assumptions are projected by each reporting unit based on current cost structure and, when applicable, anticipated net cost reductions.

        The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margin and discount factors. Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.

        We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflects current market conditions. During 2014 and 2013, we recorded impairment charges of $11.7 and $4.7, respectively, related to trademarks of certain of our businesses. Other changes in the gross values of trademarks and other identifiable intangible assets related primarily to foreign currency translation.

Employee Benefit Plans

        For both the plans we sponsor and the plans sponsored by SPX, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

        Neither our nor the pension plans sponsored by SPX have experienced any significant impact on liquidity or counterparty exposure due to the volatility in the credit markets.

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        The costs and obligations associated with these plans are determined based on actuarial valuations. The critical assumptions used in determining these obligations and related expenses are discount rates and healthcare cost projections. These critical assumptions are calculated based on relevant data and appropriate market indicators, and are evaluated at least annually in consultation with outside actuaries. Other assumptions involving demographic factors such as retirement patterns, mortality, turnover and the rate of increase in compensation levels are evaluated periodically and are updated to reflect actual experience and expectations for the future. While we believe that the assumptions used are appropriate, actual results may differ.

        The discount rate enables the expected future cash flows to be stated at a present value on the measurement date. This rate is the yield on high- quality fixed income investments at the measurement date. A lower discount rate increases the present value of benefit obligations and increases pension expense. Including the effects of recognizing actuarial gains and losses into earnings as described above, a 50 basis point decrease in the discount rate on the above plans would have increased our 2014 pension expense by approximately $21.5, and a 50 basis point increase in the discount rate would have decreased 2014 pension expense by approximately $20.6.

        The trend in healthcare costs is difficult to estimate, and it can significantly impact postretirement liabilities and costs. Including the effects of recognizing actuarial gains and losses into earnings as described above, a 100 basis point increase in the healthcare cost trend rate would have reduced our 2014 postretirement income by approximately $0.6, and a 100 basis point decrease in the healthcare cost trend rate would have increased our 2014 postretirement income by approximately $0.6.

        See Note 9 to our annual combined financial statements for further information on our accounting for pension and postretirement benefit plans.

Income Taxes

        For purposes of our combined financial statements, our income tax provision has been determined as if we filed income tax returns on a stand-alone basis. Our tax results as presented in the combined financial statements may not be reflective of the results that we will generate in the future. In jurisdictions where we have been included in the tax returns filed by SPX, any income taxes payable resulting from the related income tax provision have been reflected in our combined balance sheets within "Parent company investment."

        Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess whether deferred tax assets will be realized and the adequacy of deferred tax liabilities, including the results of tax audits or estimates and judgments used.

        Realization of deferred tax assets involves estimates regarding (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, and (3) the impact of tax planning strategies. We believe that it is more likely than not that we may not realize the benefit of certain deferred tax assets and, accordingly, have established a valuation allowance against them. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of and potential changes to ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that the remaining deferred tax assets will be realized through future taxable earnings or alternative tax strategies. However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax strategies are no longer viable.

        We review our income tax positions on a continuous basis and record a provision for potential uncertain tax positions when we determine that an uncertain position meets the criteria of the Income

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Taxes Topic of the Codification. As events change or resolutions occur, adjustments are made to amounts previously provided, such as in the case of audit settlements with taxing authorities. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters.

        Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to closure of income tax examinations, statute expirations, new regulatory or judicial pronouncements, changes in tax laws, changes in projected levels of taxable income, future tax planning strategies, or other relevant events. See Note 10 to our annual combined financial statements for additional details regarding our uncertain tax positions.

Contingent Liabilities

        We are subject to litigation matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

        We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our financial position, results of operations or cash flows.

New Accounting Pronouncements

        See Note 3 to our annual combined financial statements and Note 2 to our condensed combined financial statements for a discussion of recent accounting pronouncements.

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BUSINESS

Company Overview

        We are a leading global supplier of highly engineered flow components, process equipment and turn-key systems, along with the related aftermarket parts and services, into food and beverage, power and energy, and industrial markets. We engineer, design and manufacture a broad array of flow control systems integral to our customers' ability to process, blend, transport, meter, filter and dehydrate various types of fluids, gases, and powders across a diverse range of applications. Our innovative solutions play a critical role in helping meet rising global demand in the markets we serve. Our total revenue in 2014 was approximately $2.8 billion, with 71% from sales to destinations outside the United States, including 30% from sales into emerging markets.

History and Development

        We initially established a presence in flow-related businesses when we acquired Lightnin Mixers as part of the 1998 General Signal merger. In 2001, we added three more flow-related businesses, Waukesha Cherry-Burrell pumps and valves, Bran+Luebbe metering and dosing pumps, and Dollinger filtration products, through the acquisition of United Dominion Industries. The combination of these well-branded, highly engineered product lines created a solid foundation on which to build our flow business. Subsequent smaller acquisitions of Copes Vulcan, M&J Valve, Hankison and Johnson Pump broadened our product offerings and improved our organic growth profile. We consolidated these businesses under one management team, reduced our cost base and drove improved operational efficiencies through our lean philosophies. We also began selling complementary products as package solutions to expand our relevance to customers in three areas:

•

Process equipment focused on food and beverage and sanitary applications;

•

Flow control products focused on power and energy market applications; and

•

Air treatment products and pumps focused on industrial applications.

        By the end of 2007, annual revenue for our flow business had grown to more than $1.0 billion. At that point, we began to focus on expanding our international presence in select, attractive end markets.

        In December 2007, we acquired APV, a leading global supplier of process automation technologies for the dairy, foods, beverages, pharmaceutical and healthcare industries. This acquisition significantly expanded our geographic presence and established a global platform in the food and beverage industry. Following a multi-year integration of APV into our flow business, several smaller acquisitions (Gerstenberg Schroeder, Anhydro, Seital, Murdoch and e&e) broadened our processing capabilities into discrete product categories such as butters, fats and oils, powdered products, coffee and extracts. Today, customers often look to us to design and construct a fully-integrated dairy factory.

        In December 2011, we acquired ClydeUnion Pumps ("Clyde Union") which further expanded our geographic presence and established a global platform in the power and energy industry, including a global footprint of aftermarket service centers. Clyde Union has over 140 years of experience in pumping technologies and has a rich heritage of product brands. Clyde Union was formed through the combination of Weir Pumps, a long-standing engineering company with roots dating back to 1871, and Union Pumps, owned previously by Textron. The joining of these companies brought together some of the most respected products, talent and brands in the pumping industry.

        Clyde Union's technologies are complementary to our legacy power and energy products. Today, our power and energy product offering includes a variety of critical pressure pumps, metering systems, dosing pumps, specialty valves and valve closures, chemical injection skids, filtration and air dehydration equipment.

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        At the end of 2013, we moved to a new operating alignment focused on managing our business strategy around three global end markets. This new operational alignment was the next significant step in the development of our flow business and has improved our operating efficiency and enhanced our customer focus by more closely aligning our organizational resources with our customers and end markets. It has also strengthened our foundation for future growth.

        In 2014, our segment income margins improved 210 points to 14.1 percent and in February 2015, we increased our long-term margin target to 14%-16%. We believe we are in a strong position to leverage operational excellence, cost reduction initiatives and commercial synergies across our operations, and to drive further growth and increased shareholder value.

Products

        Our product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, oil and gas, power generation (including nuclear and conventional), chemical processing, compressed air and mining. The core strengths of our product portfolio and engineering capabilities include integrated dairy systems, high pressure pumps and control valves used in oil production and transportation, regulated safety technologies for nuclear power generation, and industrial components used in chemical processing.

        Our products feature uncompromising design and quality, while offering long service life, production efficiency and cost effective performance. In addition, our products help customers increase productivity, control costs, reduce energy and waste, and meet stringent compliance regulations. Through our vast engineering knowledge, product development and industry experience, we have the capability to work closely with customers to provide solutions configured to meet their specific application and business needs.

Brands and Marketing

        We market our products and services under one global brand, "SPX." This approach provides consistent recognition of our business across our global customer base. Following the spin-off, we will continue to have rights to the "SPX" brand. Ultimately, we plan to transition our global brand to "SPXFLOW." Our product brands, many of which we believe are technology leaders in their respective industries and regions, include: Airpel, Anhydro, APV, Bran+Luebbe, Bolting Systems, ClydeUnion Pumps, Copes-Vulcan, Delair, Deltech, Dollinger Filtration, e&e, GD Engineering, Gerstenberg Schroeder, Globe, Hankison, Hytec, Jemaco, Johnson Pump, LIGHTNIN, M&J Valve, Murdoch, OFM, Plenty, Pneumatic Products, Power Team, Rail Systems, Seital, Stone, Tigerholm, Vokes, and Waukesha Cherry-Burrell.

Customers and Markets Served

        We serve a global customer base ranging from large multi-nationals to regional and local companies. We sell our products and services to thousands of companies including some of the world's leading food and beverage consumer brands, engineering, procurement and construction firms ("EPCs"), original equipment manufacturers ("OEMs"), distributors and end users. No single customer represented 5% or more of our total revenues in 2014, 2013 or 2012.

        Our products and services are used across a variety of industries in many geographic regions of the world. In 2014, we estimate that the aggregate size of the global markets in which we participate was greater than $100 billion. We believe these markets offer attractive long-term growth characteristics and will benefit from global macro and demographic trends, including population growth, an expanding middle class, heightened regulatory and safety requirements, productivity improvements, and environmental conservation efforts. We also believe our end market and geographic diversity provides

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us with stability through economic cycles. In 2014, 2013, and 2012, the breakdown of our revenue by industry consisted of:

% Revenue by Industry	2014			2013			2012
Oil and Gas		28.0	%		24.4	%		23.2	%
General Industrial(1)		20.1	%		23.0	%		23.0	%
Foods, Beverages and Personal Care (non-dairy)		18.5	%		17.9	%		17.5	%
Dairy and Dairy Derivatives		14.1	%		15.3	%		16.0	%
Power Generation		6.7	%		7.8	%		8.9	%
Compressed Air		6.8	%		6.2	%		6.0	%
Chemical		5.8	%		5.4	%		5.4	%

(1)

General Industrial includes marine and shipbuilding, mining, transportation infrastructure, HVAC, water and wastewater, and pulp and paper markets.

Global Capabilities

        Our global headquarters are located in Charlotte, North Carolina. We have operations in over 35 countries, including over 50 manufacturing and/or engineering facilities and over 25 service centers. We had sales in over 150 countries in 2014. The breakdown of sales by geographic destination in 2014, 2013 and 2012 consisted of:

Sales by Geographic Destination	2014			2013			2012
North America		35.2	%		33.6	%		34.0	%
Europe		30.0	%		29.0	%		26.7	%
Asia Pacific		23.6	%		25.4	%		26.8	%
Middle East and Africa		7.7	%		8.3	%		8.6	%
Latin America		3.5	%		3.7	%		3.9	%

Properties

        The following is a summary of our principal properties including manufacturing and engineering facilities and service centers as of December 31, 2014:

		Number of Facilities		Owned		Leased
				(~ square footage in millions)
Food and Beverage	4 U.S. states and 10 foreign countries		20		0.7		0.7
Power and Energy	5 U.S. states and 9 foreign countries		26		2.0		0.6
Industrial	6 U.S. states and 13 foreign countries		30		1.1		0.7
Total			76		3.8		2.0

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        The following table lists the locations of our primary manufacturing and engineering facilities as of December 31, 2014:

Americas	EMEA	Asia Pacific
Burlington, Canada	Annecy, France	Ahmedabad, India
Delavan, WI	Assen, Netherlands	Auckland, New Zealand
Goldsboro, NC	Brixworth, U.K.	Bangalore, India
Hanover Park, IL	Budapest, Hungary	Busan, South Korea
Houston, TX	Bydgoszcz, Poland	Jaipur, India
McKean, PA	Capetown, South Africa	Melbourne, Australia
Newport, NC	De Leur, Netherlands	New Dehli, India
Ocala, FL	Ekero, Sweden	Pune, India
Rochester, NY	Erpe-Mere, Belgium	Singapore
Rockford, IL	Etten-Leur, Netherlands	Sydney, Australia
Santiago, Chile	Eygelshoven, Netherlands	Tokyo, Japan
Sao Paulo, Brazil	Glasgow, Scotland	Xidu, China
	Johannesburg, South Africa
	Killarney, Ireland
	Kolding, Denmark
	Moers, Germany
	Newbury, U.K.
	Norderstedt, Germany
	Orebro, Sweden
	Penistone, Scotland
	Santorso, Italy
	Silkeborg, Denmark
	Soeborg, Denmark
	Unna, Germany

Reportable Segments

        We report our operating results under three end market-focused segments: Food and Beverage, Power and Energy, and Industrial. The factors considered in determining our reportable segments include, among other things, the types of customers and the nature of products sold and services provided. The following table presents relative percentages of our total revenues attributable to each of our reportable segments for 2014, 2013 and 2012 (see Note 5 to our annual combined financial statements for additional details on our reportable segments):

% Revenue by Reportable Segment	2014			2013			2012
Food and Beverage		35.0	%		34.6	%		33.3	%
Power and Energy		34.7	%		35.5	%		35.5	%
Industrial		30.3	%		29.9	%		31.2	%

Food and Beverage Overview

        We are one of the largest suppliers of process technologies for the global food and beverage industry. We engineer, design and manufacture a broad array of mechanical components and process technologies used in fully integrated, highly sophisticated production processes. Our mechanical component offering includes pumps, valves, mixers, homogenizers, separators, and heat exchangers. Our process technologies include a broad range of liquid processing, drying and evaporation technologies, and extraction and distillation solutions. Our key brands include Anhydro, APV, Bran+Luebbe, e&e, Gerstenberg Schroeder, LIGHTNIN, Seital and Waukesha Cherry-Burrell.

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        Our customers include multi-national, regional and local dairy, food and beverage producers. We also sell mechanical components to system integrators and end users through direct sales representatives and distributors. Our process technologies are used across a wide range of product applications. We have a particularly strong presence in dairy processing technologies. The following table lists the various applications in which our process technologies are used:

Dairy	Foods	Beverages	Personal Hygiene / Other
Fresh milk	Baby food	Soy drinks	Silica and industrial powders
Ultra high temperature milk	Margarines	Protein drinks	Extraction of organic substances
Extended shelf life milk	Ingredients and flavorings	Nutritional drinks	Cosmetics
Infant formula	Yeast extract	Tea	Healthcare
Yogurt and drinkable yogurt	Condiments	Coffee	Detergents
Whey powders	Confectionery	Fruit juices	Solvent recovery
Probiotics	Bakery	Flavored water	Biofuel
Recombined milk products	Proteins	Beer, wine and spirits	Glycerol
Butter, cheese and spreads

        The food and beverage industry is highly regulated, with strict safety requirements. Our customers demand process solutions that meet the regulations within their industry. They also demand cost effective process engineering solutions for the production of high quality, innovative products. We believe this market provides stable, long-term growth opportunities driven by population growth, an expanding middle class, productivity initiatives, customer product innovation and food safety. In particular, we expect growing consumer demand for dairy and dairy product derivatives to be a key driver of new capacity investments by our customers. This is particularly true in China. Our global footprint is a key advantage that enables us to serve customers in nearly all parts of the world. We employ over 500 engineers and have full-line or modular system installations in over 70 countries.

        In the aftermarket, our service technicians work closely with customers to minimize downtime, while also ensuring the quality and integrity of our customers' production processes.

Power and Energy Overview

        We are a leading global supplier of a wide variety of heavy-duty process pumps, gate and control valves, valve closures, filters, mixers, air dryers, heat exchangers, chemical injection skids and modular systems. These products are used across the oil and gas and power generation industries to meet our customers' key business challenges, and the increasing global demand for energy and power.

        We have a strong presence in nuclear safety pumps and valves, oil pipeline valves, and high pressure pumps used in oil and gas exploration, production, transportation, processing, refining and storage. Our brands are well recognized for high quality engineering, strong process capabilities, and design excellence. They include APV, Bran+Luebbe, ClydeUnion Pumps, Copes-Vulcan, Dollinger

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Filtration, GD Engineering, LIGHTNIN, M&J Valve, OFM, Plenty, and Vokes. The table below illustrates the breadth of various types of technologies in our primary product categories:

Pump Technologies	Valve Technologies	Filters and Dryers	Modular Systems
Single-Stage Pumps	Control Valves	Compressed Air Treatment	Chemical Injection Skids
Multi-Stage Pumps	Gate Valves	Gas Treatment	Pigging Systems
Vertical Pumps	Expanding Gate Valves	Compressed Natural Gas Dryers	Surge Relief Control Skids
Hydraulic Submersible Pumps	Isolation Valves	Process Pipeline Filters
Reciprocating Pumps	Surge Relief Valves	Oil Mist Eliminators
Overhung Pumps	4-Way Diverter Valves	Air Intake Filtration
Boiler Feed Pumps	Nuclear Squib Valves	Gas Turbine Compressor Filters
Water Circulating Pumps	Nuclear Safety Valves
Auxiliary Pumps	Nuclear Butterfly Valves
Metering Pumps	Nuclear Ball Valves
Vane Pumps	Steam Turbine Bypass Valves

        In addition to our broad product portfolio, we offer a full range of aftermarket parts and services to ensure that our original equipment continues to operate at a high performance level. We also service and sell replacement parts for many of our competitors' products. We have over 25 service centers, strategically located throughout the world to provide a wide range of support 24 hours per day. Our service locations are the hub for component refurbishment and parts distribution. Our aftermarket parts and services include:

•

Repair and exchange services;

•

Equipment upgrade services;

•

Installation and start-up support;

•

Predictive and preventive maintenance;

•

Remote diagnostics;

•

Process and mechanical consulting;

•

Asset management; and

•

Training and on-site field support.

        We serve a global customer base ranging from large multi-nationals to regional and local companies. We sell our products and services to thousands of companies including some of the world's leading EPC's, power generators, oil producers, oil pipeline operators, distributors and end users.

        The global power and energy industry is highly regulated with strict safety requirements. Our customers demand highly engineered solutions that meet the stringent requirements of the mission critical applications with which they are associated. We believe this market provides stable, long-term growth opportunities driven by increasing demand for energy and power driven by population growth and an expanding middle class.

Industrial Overview

        We are a leading supplier of industrial flow components, with a high degree of engineering and application expertise. Our primary industrial products include air treatment equipment, mixers, hydraulic technologies, heat exchangers, and pumps. We have well-recognized brands, a large installed

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base and a growing aftermarket service presence. The table below illustrates the broad array of applications in which our primary products are used:

Air Treatment	Mixers	Hydraulic Technologies	Heat Exchangers	Pumps
Chemical Processing	Chemical Processing	Construction	Chemical Processing	Chemical Processing
Industrial Manufacturing	Industrial Manufacturing	Industrial Manufacturing	Industrial Manufacturing	Industrial Manufacturing
Mining and Minerals	Mining and Minerals	Mining and Minerals	Mining and Minerals	Mining and Minerals
Compressed Air	Slurry Pipelines and Storage	Oil and Gas	Oil and Gas	Horticulture
Metal Industries	Marine and Shipbuilding	Transportation	Marine and Shipbuilding	Marine and Shipbuilding
Petrochemical	Petrochemical	Rail line	Petrochemical	Petrochemical
Pulp and Paper	Pulp and Paper	Shipyards	HVAC	Pulp and Paper
Rubber and Plastics	Pharmaceutical	Power Generation	Pharmaceutical	Pharmaceutical
Electronics	Biotechnology		Food and Beverage	Food and Beverage
	Water and Wastewater		Power Generation	Water and Wastewater

        Air Treatment:    We provide a wide variety of compressed air treatment and specialty gas solutions across a broad customer base serving diverse end market applications. Our engineers leverage technological advancements to deliver sustainable, energy efficient products, crafted from specialty metals and designed to handle the corrosive and harsh environments at many of our customers' facilities. Our key products include refrigerated, desiccant and membrane air dryers, compressed air filtration technologies, specialty dehydration technologies, breathing air purifiers, and condensate management and gas treatment systems. Product brands include Airpel, Delair, Deltech, Hankison, Jemaco, and Pneumatic Products.

        Mixers:    Our LIGHTNIN mixer business has over 90 years of experience in industrial mixing technology, process knowledge and technological innovation. We believe we have a strong reputation for durable, long-lasting mixers, agitators and aerators for fluid process systems. We offer a full spectrum of impeller designs for diverse applications. In addition, we offer a worldwide service network including mixer and gearbox repair, as well as the replacement of used parts.

        Hydraulic Technologies:    Our hydraulic technologies business provides a diverse product offering of hydraulic pumps, cylinders, valves, torque wrenches, torque and tensioning systems, bolting solutions, clamps cylinders, and rail switching systems. These high force hydraulic tools and equipment are used wherever strong, concentrated force is required including construction sites, power plants, rail lines, shipyards, oil pipelines, mining operations and other general industrial applications. Product brands include Bolting Systems, Globe, Hytec, Power Team, Rail Systems and Stone.

        Heat Exchangers:    Our APV business invented the plate heat exchanger in 1923 and continues today as a leading provider of heat transfer solutions for cooling, heating, condensing and evaporation of process fluids. Our heat exchanger products are designed to solve heat transfer process challenges in a vast array of industries. They are designed to meet demanding process conditions and our specialized global workforce is committed to providing efficient and durable heat transfer solutions to help customers optimize energy utilization and minimize downtime. Our heat transfer solutions are based on a range of heat exchanger technologies including gasketed, semi-welded, welded and hybrid plate heat exchangers, as well as tubular heat exchangers for hygienic applications. They range from high-capacity, high-duty units to small, compact designs and are available as standard solutions or customized units.

        Pumps:    For more than 75 years, our Johnson Pump business has developed, manufactured and marketed a variety of centrifugal and positive displacement pumps used for liquid transport in many different market applications including, among others, chemical processing, shipbuilding, marine, food

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and beverage, and water markets. We believe this experience and expertise, combined with our wide product range, makes us one of the most reliable pump producers.

Our Strengths

        Strong engineering expertise, highly skilled manufacturing operations and an intricate knowledge of the industries and applications in which our products are typically used are the foundations of our competitive strength. Our competitive strengths include the following:

Diversified product offering of highly engineered process technologies and flow control solutions and the ability to integrate products into automated modular and turn-key solutions:

        We believe the breadth and diversity of our product portfolio is unique to our business and provides a competitive advantage by allowing us to offer a variety of highly engineered solutions to customers, particularly on large capital investments that require multiple flow components within automated modular or full-line, turn-key systems.

Strong brands with leading market positions:

        We have a strong portfolio of brands, many of which have established leadership positions in their respective markets and product categories, with long-standing reputations for innovation and quality.

Diversified, loyal customer base, including long-standing and global customer relationships:

        We offer a unique platform with global sales, engineering, manufacturing, and design capabilities, and we leverage our deep understanding of product application, end markets and our customers to offer highly specialized and engineered solutions. We benefit from long-standing relationships with blue-chip, industry-leading companies in all of our reportable segments, as well as from low customer turnover.

Three global platforms serving attractive end markets with positive long-term growth characteristics and high barriers of entry:

        We believe we participate in highly attractive end markets with positive long-term growth characteristics. Trends positively impacting our key end markets include an increase in global demand for power and energy and processed foods and beverages, particularly in emerging markets driven by population growth, an expanding middle class, and environmental sustainability efforts. Our global scale and capabilities allow us to partner with other multi-national companies to provide products and services in many parts of the world. The complexity and highly engineered aspect of our product offering, safety and regulatory requirements and our customers' dependency on quality and reliability have created high barriers of entry for new competitors in our markets.

Large installed base of original equipment that provides a steady annuity stream of aftermarket sales and a global service center footprint with highly skilled and experienced service technicians:

        Our track record of providing highly engineered and high quality products also gives us a competitive edge in the aftermarket. Our many years of success have led to a large installed base of original equipment, which we believe operates most effectively with our uniquely designed parts. Many of these products are integral to the core processes of our customers, who rely on our expertise to ensure uninterrupted operations. During 2014, approximately 25% of our total revenues were derived from aftermarket parts and services.

        Our installed base, at thousands of customers across more than 70 countries, offers a significant opportunity to expand our aftermarket parts and services business. In recent years, we have added

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resources and increased our capabilities to service our installed base. We have also increased our focus on developing systems with higher levels of our factory content, which supports pull-through of aftermarket parts and services.

        We are also investing in new service centers, expanding existing service centers, and adding service technicians to better serve our customers. In 2014, we opened a service center in Aberdeen, Scotland dedicated to servicing the North Sea oil and gas industry where our Clyde Union brand has a significant installed base. We also expanded our service capabilities in nine existing service centers across the world. In 2015, we have planned investments to add service centers in the Middle East and North America. We are also pursuing a strategic service partnership in the Middle East.

Regional distribution centers and strong distribution channels:

        We have a large distribution network that includes our own regional distribution centers as well as strong, long-standing relationships with key distributors and independent sales representatives. Our ability to supply products to customers in most parts of the world with competitive lead times is a strong advantage for us in the markets we serve.

Advanced engineering focused on new product development and innovation:

        We are focused on a balanced approach to new product development and innovation aimed at enhancing and expanding our current product offerings, as well as developing cutting-edge technology. A key part of our approach to innovation is identifying the needs of our customers and developing new solutions to address those needs. Our product development programs have created a broad technology offering, giving us access to a broad range of end markets. We own approximately 170 domestic and 110 foreign patents, including approximately 20 patents that were issued in the last three years, covering a variety of our products and manufacturing methods.

Operational expertise with global manufacturing capabilities and localized operations:

        We have operations in over 35 countries, including over 50 manufacturing and/or engineering facilities and over 25 service centers. Our global footprint, skilled workforce and ability to drive continuous improvement across all aspects of our organization enable us to deliver a high quality customer experience and also maintain a competitive cost structure.

Highly skilled workforce complemented by a strong, experienced management team:

        Our senior management team has extensive industry and leadership experience. Our eleven executive officers average approximately 29 years of experience in industrial businesses. They have a successful track record in winning new contracts, driving operating efficiency, and leading improvements in technologies and solutions. The management team is committed to creating shareholder value through continued operational improvement, profitable growth, strategic focus around our end markets, and disciplined execution of our capital allocation methodology.

Proven track record of delivering strong financial performance:

        We have a proven track record of driving strong growth and profitability through our highly engineered flow control systems and process equipment solutions, integrated low cost operating footprint and leading market positions. Over the last three years, we have focused on improving profitability through cost reduction efforts, a more disciplined, selective approach on large projects, improved project execution, and an expanded aftermarket presence. As part of this focus, we re-aligned our operational organization to focus more clearly on end markets.

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Our Strategy

        We have developed a global, pure-play flow organization with a strong foundation on which to further grow our business. Our goal moving forward is to expand and strengthen our position as a global provider of flow control and process technology solutions. Our strategy is focused in two primary areas: driving sustainable, profitable growth and improving the efficiency of our global manufacturing operations and overall return profile of our business. The core initiatives supporting this strategy include the following:

Driving sustainable, profitable growth:

Increase our aftermarket capabilities and expand our global service center footprint:

        During 2014, approximately 25% of our total revenues were derived from aftermarket parts and services. Our aftermarket business provides a steady source of revenue and cash flows at higher margins than are typical in the sale of original equipment. We have focused initiatives across all three business segments to increase our aftermarket business.

        Our installed base at thousands of customers across the world offers a significant opportunity to expand our aftermarket service business. Today, we only service a small portion of our installed base. As we move forward, we have programs in place to secure the aftermarket business in new installations and we are also working to capture aftermarket business on our historical installations.

        In recent years, we have added resources and increased our capabilities to service our installed base. We have also increased our focus on developing systems with higher levels of our factory content, which supports pull-through of aftermarket parts and services.

        We plan to invest in new service centers, expand our capabilities at existing service centers, and add service technicians to better serve our customers. In 2015, we have planned investments to add service centers in the Middle East and North America. We are also pursuing a strategic service partnership in the Middle East.

Leverage combined technology offerings:

        Many of our products are used in similar applications and are complementary to each other. This includes providing integrated solutions for customers rather than individual components. A key part of this commercial initiative involves leveraging combined technology offerings into highly profitable market segments including oil pipelines, subsea oil exploration, nuclear power, dairy processing and chemical processing.

        As an example, we are leveraging our strong position as a valve supplier with key customer relationships in the North American oil pipeline industry to expand our sales of pipeline pump products.

Further develop global customer relationships:

        As we look to grow our business, we plan to strengthen our current global customer relationships through key account management programs. By increasing our intimacy with customers and gaining a deeper understanding of their business needs and investment plans, we believe we can better position our business to partner and grow with many of our large, multi-national customers.

Expand sales and distribution channels, including e-business solutions:

        Sales and distribution channels are critically important to our business model. As we work to develop stronger relationships with our current channel partners, we are also seeking new and

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alternative methods to expand our sales channels. One of our key areas of focus is enhancing our e-business solutions to allow customers to purchase original equipment, spares and parts on-line.

        We are also seeking new distribution partners to expand our product offerings into adjacent markets.

Continue to develop new products to enhance our customers' production capabilities:

        We believe the breadth of our product offerings is a competitive advantage that allows us to offer more highly engineered content to customers, particularly on large capital investments that may require multiple components, skidded systems, or automated solutions. We invested approximately $20.0 in research and development during 2014 and are committed to continuing to invest in our product portfolio and expanding into adjacent and complementary technologies.

Expand into adjacent industries, product categories and geographies and selectively pursue acquisitions:

        We intend to leverage our existing end market platforms to not only increase current and new customer penetration, but also to expand into adjacent product categories.

        A disciplined approach to acquisitions is an important part of our growth strategy. We believe that we have created a strong base business and are well-positioned to take advantage of the high level of fragmentation in the flow control and adjacent markets. We have created a thoughtful and stringent framework for evaluating potential acquisitions, joint ventures and minority interest investment opportunities with a particular focus on opportunities that (a) strengthen our existing businesses, (b) expand our product offerings and technological know-how, and/or (c) provide access to new customers from the standpoint of end markets and/or geographies.

Improving Operating Efficiency:

Maintain a disciplined approach to project selection:

        Throughout our business, we have implemented a more disciplined approach to project selection that prioritizes strategic growth and aftermarket annuity streams and also better assesses project risk. We are focusing on new system and product opportunities in higher-growth end market applications. Through disciplined project selection, we have built a more strategic backlog, experienced improved operational execution and are gaining important aftermarket service opportunities.

Continuous operational improvement:

        We strive to continuously improve our operational performance to drive higher customer satisfaction and internal productivity. At the end of 2013, we established a centralized global manufacturing team responsible for driving continuous improvement across our business. As part of this effort, our global manufacturing operations team implemented a scorecard with a consistent set of operating metrics such as on-time delivery, quality, cycle times and safety. This enables us to quickly identify areas of opportunity to improve our operating efficiency. We also have a centralized team of experienced operational experts that we can deploy to help drive operational improvement.

        We believe there is significant potential to drive continuous improvement throughout our organization by focusing on lean principles and value engineering. We have also experienced success by sharing best practices throughout our broader organization.

        Additionally, we continue to work to rationalize our ERP systems in effort to further standardize systems across the organization. We also plan to focus on improving working capital utilization, with a specific emphasis on accounts receivable and inventory turnover rates.

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Expand our configured-to-order approach:

        In conjunction with our lean initiatives, we are driving our engineering and commercial teams to capture business that leverages existing engineering designs and manufacturing work flows. This involves pursuing orders that allow our business to reuse the high level of quality engineering involved in designing our products and systems. Our goal is to separate our design and manufacturing processes into modular, repeatable segments. This allows us to leverage the repeatability of common elements in the design and manufacturing process, while also allowing for the customization often required to meet our customers' needs across various stringent applications.

        By driving a configured-to-order approach, we intend to achieve higher efficiency in our engineering and manufacturing operations, more reliable production schedules, better predictability in our supply needs and shorter lead times on delivery to our customers.

Optimize our global footprint through localization and rationalization:

        We have significantly reduced our cost structure through previous restructuring actions. We believe there is significant potential to further optimize our global footprint. We are focused on expanding our global presence in higher growth regions of the world and utilizing lower-cost manufacturing and sourcing opportunities to further reduce our cost structure and remain competitive in the markets we serve.

        We continue to analyze our global footprint and believe there are opportunities to migrate our operations to lower cost regions where we already have successful operations. As part of this initiative, we have purchased land in Bydgoszcz, Poland on which we plan to construct a 300,000 square foot facility. Over the next few years, we intend to shift operations currently in several high cost regions into this new facility in Poland.

        In emerging regions where we see strong potential to sell our products and services, we are working to localize our operations, including our operations in South Korea, China and India.

Leverage global supplier relationships:

        Only approximately 30% of our total sourcing spend is concentrated in enterprise-wide programs. We believe there is a significant opportunity to leverage our global supplier relationships.

Competition

        The markets we serve are highly competitive and fragmented throughout the world. Our competitors are diverse, ranging from large multi-nationals to regional and local companies. Our principal global competitors include Alfa Laval AB, Flowserve Corporation, GEA Group AG, IDEX Corporation, ITT Gould Pumps, Sulzer Ltd., and Tetra Pak International S.A. We do not have any one competitor with the same product offering, nor do we have any one competitor which serves the same end markets.

        Our ability to compete effectively depends on a variety of factors including breadth of product offering, product quality, engineering strength, brand reputation, lead-times, ability to deliver on-time, global capabilities, service capabilities, and cost position. As many of our products are sold through distributors and independent representatives, our success also depends on building and partnering with a strong channel network.

Raw Materials

        We purchase a wide variety of raw materials, including steel, titanium, copper, nickel and petroleum-based products. Where appropriate, we may enter into long-term supply arrangements or

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fixed-cost contracts to lower the overall cost of raw materials. In addition, due to our diverse product and service offering, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. However, we are not significantly dependent on any one supplier or a limited number of suppliers. Lastly, we continue to centralize certain aspects of supply chain management in an effort to ensure adequate materials are available for production at the lowest possible cost.

Intellectual Property

        We own approximately 170 domestic and 110 foreign patents covering a variety of our products and manufacturing methods. We also own a number of registered trademarks. Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted.

Employees

        At December 31, 2014, we had approximately 8,000 employees. Less than 1% of our U.S. employees are covered under collective bargaining agreements, while certain of our non-U.S. employee groups are covered by various collective labor arrangements.

Environmental Matters

        We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We believe our compliance obligations with environmental protection laws and regulations should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Legal Matters

        We are subject to litigation matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect individually or in the aggregate on our financial position, results of operations or cash flows.

Research and Development

        We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and to develop new products to better serve our current and future customers. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities. We expensed $19.8, $17.7 and $18.1 in 2014, 2013 and 2012, respectively, of research activities relating to the development and improvement of our products.

Seasonality

        Certain of our businesses have seasonal fluctuations. Demand in the oil and gas aftermarket is typically stronger in the second half of the year. Demand for food and beverage systems and related services are highly correlated to timing of large construction contracts, which may cause significant fluctuations in our financial performance from period to period. In aggregate, our businesses generally tend to be stronger in the second half of the year.

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MANAGEMENT

Our Executive Officers

        The following table sets forth information regarding individuals who are currently expected to serve as our executive officers, including their positions, after the spin-off.

Name	Age		Position
Christopher J. Kearney		60	Chairman, President and Chief Executive Officer
Jeremy W. Smeltser		40	Vice President and Chief Financial Officer
Stephen A. Tsoris		58	Vice President, Secretary, and General Counsel
Robert B. Foreman		58	Executive Vice President
David A. Kowalski		57	President, Global Manufacturing Operations
J. Michael Whitted		43	Vice President, Corporate Development
Marc G. Michael		52	President, Food and Beverage
Anthony A. Renzi		66	President, Power and Energy
David J. Wilson		46	President, Industrial
Belinda G. Hyde		44	Vice President and Chief Human Resources Officer
Kevin J. Eamigh		44	Chief Information Officer and Vice President, Global Business Services

Christopher J. Kearney will be Chairman, President, and Chief Executive Officer of Flowco. He is currently Chairman, President, and Chief Executive Officer of SPX. He was named President and Chief Executive Officer in December 2004, and added the title of chairman in May 2007. He joined SPX in February 1997 as Vice President, Secretary and General Counsel. Prior to joining SPX he was Senior Vice President and General Counsel of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components and electronic systems. His business experience also includes positions at Borg-Warner Chemicals as senior attorney and senior counsel at General Electric's global materials business. Mr. Kearney holds an undergraduate degree from the University of Notre Dame and a law degree from DePaul University Law School. Mr. Kearney is, and following the spin-off transaction expects to continue to be, a director of SPX. In addition, he serves on the Board of Directors of Nucor Corporation and Polypore International, Inc. Mr. Kearney is a member of the Advisory Council for University Libraries, University of Notre Dame, and serves on the Board of Directors of the Foundation for the Carolinas.

Jeremy W. Smeltser will be Vice President and Chief Financial Officer of Flowco. He currently serves in these roles for SPX. Previously he served in various roles for SPX, most recently as Vice President and Chief Financial Officer, Flow Technology, and became an officer of SPX in April 2009. He joined SPX in 2002 from Ernst & Young LLP, where he was an audit manager in Tampa, Florida. Prior to that, he held various positions with Arthur Andersen LLP, in Tampa, Florida, and Chicago, Illinois, focused primarily on assurance services for global manufacturing clients.

Stephen A. Tsoris will be Vice President, Secretary and General Counsel of Flowco. He has served in these roles for SPX since April 2015. Mr. Tsoris joined SPX in 2008 as the assistant general counsel, corporate development, where he played a major role in many significant acquisitions, divestitures and strategic ventures. Prior to joining SPX, he was a partner at Gardner Carton & Douglas LLP where in addition to working with a wide spectrum of clients across many industries, he supported SPX on over fifty M&A transactions. He holds a bachelor's degree in political science and economics from Marquette University, and earned his JD degree from Cornell Law School.

Robert B. Foreman will be Executive Vice President of Flowco. He currently serves as Executive Vice President, Human Resources and Asia Pacific, a role to which he was appointed in December 2005 and Executive Vice President, Global Business Systems and Services, to which role he was appointed in June 2008. He joined SPX in April 1999 as Vice President, Human Resources and an

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officer of the company. Previously, he spent 14 years with PepsiCo, most recently serving as Vice President Human Resources for Frito Lay International.

David A. Kowalski will be President, Global Manufacturing Operations, of Flowco, a role in which he has served since August 2013. Since August 2011, he also has served as President of the SPX Industrial Products group of businesses. He joined SPX in 1999 as the Vice President and General Manager of Tools and Equipment at Service Solutions and was named President of Service Solutions in 2004. He became the segment President, Test and Measurement, and an officer of the company in August 2005. Before joining SPX, he held positions with American National Can Company, J.I. Case, Picker International and Warner Swasey.

J. Michael Whitted will be Vice President, Corporate Development, for Flowco, a role in which he has served at SPX since joining the company. He currently serves as Vice President, Corporate Development, for SPX Corporation. He joined SPX Corporation in June 2001 and became an officer of the company in April 2009. Prior to joining SPX Corporation, Mr. Whitted was a Vice President at Bear Stearns and held a series of positions with investment banking firms, including CIBC World Markets and Bankers Trust.

Marc G. Michael will be President, Food and Beverage of Flowco. He currently serves as President, Flow Technology—Food and Beverage of SPX, and was appointed an officer of the company in December 2014. He joined SPX Corporation in 2003 and prior to his current position, held various senior positions within the company, including President of the company's global evaporative and dry cooling businesses and President of Flow Technology's EMEA region. Prior to joining SPX Corporation, Mr. Michael held positions at General Electric and TDK Corporation.

Anthony A. Renzi will be President, Power and Energy of Flowco. He currently serves as President, Flow Technology—Power and Energy of SPX, and was appointed an officer of the company in December 2014. He joined SPX Corporation in 2003 and prior to his current position, he held various senior positions within the company, including President, SPX Dehydration and Filtration; President, SPX Process Equipment; President, APV; Senior Vice President, Global Operations; and President, Flow Technology—Clyde Union and Americas region. Prior to joining SPX Corporation, Mr. Renzi held positions at James Burn International, Clopay, Breed Technologies, Sundstrand and General Electric.

David J. Wilson will be President, Industrial of Flowco. He currently serves as President, Flow Technology—Industrial, of SPX and was appointed an officer of the company in December 2014. He joined SPX Corporation in 1998 and prior to his current position, he held various senior positions within the company, including President, Asia Pacific region for both Flow Technology and the company's Service Solutions business, and Vice President, Business Development for the Thermal Equipment and Services segment. Prior to joining SPX Corporation, Mr. Wilson held operating and engineering leadership positions at Polaroid Corporation.

        Belinda G. Hyde will be Vice President and Chief Human Resources Officer of Flowco. She has served in this role at SPX since joining SPX in July 2015. Ms. Hyde served as the Senior Vice President and Chief Human Resources Officer of Schnitzer Steel Industries, Inc. from October 2011 until joining SPX. Prior to joining Schnitzer, Ms. Hyde was Vice President of Human Resources with Celanese Corporation from 2008 to 2011. Previously, she led the talent management, development, and communications functions for biotech Life Technologies from 2005 to 2008. Ms. Hyde also worked at Dell Computer from 2000 to 2005 in a variety of human resources leadership positions.

        Kevin J. Eamigh will be the Chief Information Officer and Vice President, Global Business Services of Flowco, with overall strategic and operational responsibility of the global Information Technologies and Shared Services organizations, the role he currently holds at SPX. Mr. Eamigh was named Chief Information Officer of SPX in 2009 and accepted the additional responsibility of the Shared Services

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organization in June 2012. He was appointed an officer of SPX in July 2015. Mr. Eamigh joined SPX in 2000 and has since served in various other positions within information technology services and business management. Mr. Eamigh began his career with IBM in Dallas, TX prior to co-founding PrimeSource Technologies, a business technology consulting firm based in Scottsdale, AZ.

Our Board of Directors

        We expect the following individuals to serve as directors of SPX FLOW, Inc. following the spin-off

Name	Position
Christopher J. Kearney	Chairman
Anne K. Altman	Director
Patrick D. Campbell	Director
Emerson U. Fullwood	Lead Director
Robert F. Hull, Jr.	Director
Terry S. Lisenby	Director
David V. Singer	Director

        Following the spin-off, Flowco's Board of Directors will be divided into three classes. Class I, Class II, and Class III directors will have terms expiring at, respectively, the first, second, and third annual meeting of stockholders following the spin-off. We currently expect the first such annual meeting to take place in 2016. Ms. Altman and Mr. Campbell will be in Class I. Messrs. Hull and Singer will be in Class II. Messrs. Kearney, Fullwood, and Lisenby will be in Class III. Commencing with the first annual meeting of stockholders following the spin-off, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and each will serve for a term of three years.

        In uncontested elections, Flowco will elect directors by majority vote. Under this majority vote standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted "for" a director exceeds the number of shares voted "against" that director. In a contested election, directors will be elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected.

        Christopher J. Kearney, 60, is Chairman, President and Chief Executive Officer of SPX. He was named President and Chief Executive Officer in December 2004, and was appointed Chairman in May 2007. He joined SPX in February 1997 as Vice President, Secretary and General Counsel. Prior to joining SPX, he was Senior Vice President and General Counsel of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components and electronic systems. His business experience also includes positions at Borg-Warner Chemicals as Senior Attorney and Senior Counsel at General Electric's global materials business. Mr. Kearney holds an undergraduate degree from the University of Notre Dame and a law degree from DePaul University Law School. Mr. Kearney is a Member of the Advisory Council for University Libraries, University of Notre Dame, and serves on the Board of Directors of the Foundation For The Carolinas. Mr. Kearney is also a director of Nucor Corporation and Polypore International, Inc. Mr. Kearney has been a director of SPX since 2004.

        Mr. Kearney brings valuable business and mergers and acquisitions experience and a strong legal perspective to Flowco's Board. Mr. Kearney, as the only member of Flowco management to serve on the Board, will also contribute a level of understanding of Flowco not easily attainable by an outside director.

        Anne K. Altman, 56, has served in a number of roles at International Business Machines Corporation, beginning in 1981. Most recently, Ms. Altman has served as General Manager, IBM US

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Federal and Government Industries, Washington D.C., since 2013. She also currently serves on the IBM Performance Team and on the Advisory Board to IBM's Industry Academy. From 2009 to 2013, Ms. Altman served as General Manager, Global Public Sector. Ms. Altman serves on the Executive Committee and as Vice Chairman of the Northern Virginia Technology Council, on the Executive Committee and as Technology Council Chair of the Professional Services Council, and on the Executive Committee and Nominating Committee, as well as Treasurer, of the National Symphony Orchestra. Ms. Altman joined the SPX Board in March 2015.

        Ms. Altman brings extensive information technology experience, including with respect to cybersecurity. Ms. Altman also contributes expertise with dealing and building relationships with government and regulatory agencies. Additionally, Ms. Altman offers valuable marketing, organizational management, and workforce optimization skills.

        Patrick D. Campbell, 63, is the retired Senior Vice President and Chief Financial Officer of 3M Company, a position he held from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell was Vice President of International and Europe for General Motors Corporation, where he served in various finance functions during his 25 years with the company. Mr. Campbell is also a director of Stanley Black & Decker and Solera Holdings, Inc. Mr. Campbell joined the SPX Board in March 2014.

        As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. In addition to responsibilities for traditional finance functions at 3M, Mr. Campbell was also responsible for Mergers and Acquisitions and Information Technology, and offers significant expertise in each of those areas. Mr. Campbell's broad range of experience at General Motors, including his role as Vice President and Chief Financial Officer, General Motors International Operations, gives Mr. Campbell a diverse and international knowledge base.

        Emerson U. Fullwood, 67, is the retired Corporate Vice President of Xerox Corporation, a position to which he was named in 1996. In 2004, he assumed the role and responsibilities of Executive Chief of Staff and Marketing Officer for Xerox North America. Previous positions held by Mr. Fullwood at Xerox were President of the Xerox Worldwide Channels Group, President of Latin America, Executive Chief Staff Officer of Developing Markets, and President of Worldwide Customer Services. Previously, Mr. Fullwood held several executive and general management leadership positions with Xerox. Mr. Fullwood serves as a director of The Vanguard Group and Vanguard Funds, as well as of the University of Rochester Medical Center, North Carolina A&T State University, Roberts Wesleyan College, the United Way of Rochester, the Rochester Boy Scouts of America, Monroe Community College Foundation, the Urban League and Colgate Rochester Crozier Divinity School. Within the past five years Mr. Fullwood has also served as a director of Amerigroup Corporation. Mr. Fullwood has been a director of SPX since 1998 and was a director of General Signal Corporation prior to SPX's acquisition of that company in 1998.

        Mr. Fullwood is SPX's longest-serving Board member and offers the perspective and deep understanding of the businesses that will comprise Flowco, accumulated over years of service on SPX's Board. Mr. Fullwood has extensive and varied experience, gained in senior positions held over his many years of service with Xerox Corporation. Of particular value is his experience and perspective in marketing, including experience gained as Executive Chief of Staff and Marketing Officer for Xerox North America.

        Robert F. Hull, Jr., 51, has served as the Chief Financial Officer of Lowe's Companies, Inc. since March 2003. He joined Lowe's in 1999 as Vice President of Financial Planning and Analysis and has more than 25 years of financial expertise, including deep knowledge and experience with financial statement analysis, tax matters, supply chain efficiencies and investor relations. He is a member of the Board of Trustees of the University of North Carolina at Charlotte. Mr. Hull joined the SPX Board in August 2014.

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        Mr. Hull contributes a strong financial expertise, including with respect to financial statement analysis and tax-related matters. Mr. Hull also brings a wealth of knowledge relating to supply chain efficiencies and investor relations.

        Terry S. Lisenby, 63, is the retired Chief Financial Officer, Treasurer and Executive Vice President of Nucor Corporation, a steel manufacturing company, a position he held from 2000 until the end of 2009. He previously served as a Vice President and Corporate Controller of Nucor from 1991 to 1999. Mr. Lisenby began his career with Nucor as Corporate Controller in 1985. Mr. Lisenby joined the SPX Board in January 2011.

        Mr. Lisenby contributes a strong understanding of finance and accounting. In addition, Mr. Lisenby brings an extensive manufacturing and operations background, with expertise in supply chain management, among other things. Mr. Lisenby also provides valuable expertise in mergers and acquisitions and integration of new acquisitions.

        David V. Singer, 60, is the former Chief Executive Officer of Snyder's-Lance, Inc. ("Snyder's-Lance"), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as CEO and a Director of Snyder's-Lance from its formation in 2010 until 2013. Mr. Singer was the President and CEO of Lance, Inc. ("Lance") from 2005 until its merger with Snyder's of Hanover, Inc. ("Snyder's") in 2010. Mr. Singer also served as a director of Lance from 2003 until the merger with Snyder's. Beginning in 2005, Mr. Singer led a decisive turnaround at Lance, overhauling supply chain, sales, marketing and distribution. In late 2010, he guided Lance's merger with Snyder's. Mr. Singer previously served as Chief Financial Officer of Charlotte-based Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Mr. Singer is also a director of Flowers Foods, Inc., Brunswick Corporation, and Hanesbrands, Inc. Mr. Singer joined the SPX Board in January 2013.

        Mr. Singer brings extensive board governance, management and financial experience as well as significant knowledge of the food and beverage industries, one of Flowco's key markets. He also offers experience in corporate finance and mergers and acquisition expertise.

        As of the date of the distribution, our Board will consist of seven members, of whom six will meet applicable regulatory and exchange listing independence requirements.

Structure of the Board of Directors

        Flowco's Board is not expected to have a fixed policy or position on whether the roles of Chairman and Chief Executive should be separate or combined, but rather will make leadership structure decisions such as this in consideration of then current circumstances. Currently, Flowco expects Christopher J. Kearney to serve as its CEO and President, and the Chairman of its Board, and that Emerson U. Fullwood will serve as its Lead Director. The Lead Director will be elected by and from the independent directors and have clearly delineated duties. These duties will be as set forth in our Corporate Governance Guidelines, and will include acting as principal liaison between the independent directors and the Chairman and CEO, chairing meetings of independent directors, developing the Board's agendas in collaboration with the Chairman and CEO, and reviewing and advising on the quality of the information provided to the Board.

        Flowco believes the leadership structure outlined above is best for our company and our stockholders at this time. The balance between our Chairman and our Lead Director has resulted in efficient leadership at SPX. Furthermore, having a single leader for both the company and the Board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. We believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively.

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        The Lead Director's involvement in setting Board agendas and reviewing and commenting on information provided to the Board will help ensure an adequate flow of information to the Board. In addition, the small size of our Board and the relationship between management and non-employee directors will, we believe, put each director in a position to influence agendas, flow of information, and other matters. We expect our non-employee directors will meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion.

Director Compensation

        We expect director compensation will be as set forth below:

Time-Vested Restricted Stock Annual Grant:	$	130,000
Annual Cash Retainer:	$	90,000
Additional Fees:
Lead Director:	$	25,000
Audit Committee Chair:	$	20,000
Compensation Committee Chair:	$	15,000
Nominating and Governance Committee Chair:	$	10,000

Governance Principles

        Our Board expects to adopt governance principles that meet or exceed the rules of the NYSE. The full text of the governance principles will be posted on our website at [    ·    ].

Director Qualification Standards

        Our corporate governance guidelines will provide that the Nominating and Corporate Governance Committee is responsible for reviewing with our Board the appropriate skills and characteristics required of Board members in the context of the makeup of the Board and developing criteria for identifying and evaluating Board candidates.

        We will establish the limit on the number of public company board memberships for our directors at four, including Flowco. We will also require Board candidates to disclose any outside compensation for serving as a director of Flowco, as well as any outside compensation received for serving as a director of any other public company.

Committees of Our Board

        Following the spin-off, the standing committees of our Board will include an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each as further described below. Following our listing on the NYSE and in accordance with the transition provisions of the rules of the NYSE applicable to companies listing their securities in conjunction with a spin-off transaction, each of these committees will, by the date required by the rules of the NYSE, be composed exclusively of directors who are independent. Other committees may also be established by our Board from time to time.

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        We expect the Board Committees will be comprised as set forth below.

Name	Audit Committee	Compensation Committee	Nominating and Governance Committee
Anne K. Altman	X
Patrick D. Campbell	X		Chair
Emerson U. Fullwood	X	Chair	X
Robert F. Hull, Jr.	X		X
Terry S. Lisenby	Chair	X
David V. Singer	X	X

        Audit Committee.    All Audit Committee members will be independent. Mr. Lisenby will be the financial expert within the meaning of the NYSE rules. The Audit Committee's responsibilities will include, among other things:

•

Appointing, retaining, overseeing, and determining the compensation and services of our independent auditors.

•

Overseeing the quality and integrity of our financial statements and related disclosures.

•

Overseeing our compliance with legal and regulatory requirements.

•

Assessing our independent auditors' qualifications, independence and performance.

•

Monitoring the performance of our internal audit and control functions.

        The responsibilities of our Audit Committee, which we anticipate will be substantially similar to the responsibilities of SPX's Audit Committee, will be more fully described in our Audit Committee charter. We will post the Audit Committee charter on our website at [    ·    ]. By the date required by the transition provisions of the rules of the NYSE, all members of the Audit Committee will be independent and financially literate. Further, at least one of the members of the Audit Committee will possess accounting or related financial management expertise within the meaning of the rules of the NYSE and qualify as an "audit committee financial expert" as defined under the applicable SEC rules.

        Compensation Committee.    All directors who will serve as members of the Compensation Committee will be independent. The Compensation Committee's responsibilities will include, among other things:

•

Providing recommendations to the Board regarding compensation matters.

•

Overseeing our incentive and compensation plans.

        The responsibilities of the Compensation Committee, which we anticipate will be substantially similar to the responsibilities of the SPX Compensation Committee, will be more fully described in our Compensation Committee charter. We will post the Compensation Committee charter on our website at [    ·    ]. Each member of the Compensation Committee will be a non-employee director, and given the relative size of our Board, there will be no prohibition against Compensation Committee interlocks involving any of the projected members of the Compensation Committee.

        Nominating and Corporate Governance Committee.    All directors who will serve as members of the Nominating and Corporate Governance Committee will be independent. The Nominating and Corporate Governance Committee's responsibilities will include, among other things:

•

Actively identifying individuals qualified to become Board members.

•

Recommending to the Board the director nominees for election at the next Annual Meeting of Stockholders.

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•

Making recommendations with respect to corporate governance matters.

        We expect that directors will have to inform the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. In addition, we expect to provide that no director may sit on the Board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business.

        The responsibilities of the Nominating and Corporate Governance Committee, which we anticipate will be substantially similar to the responsibilities of SPX's Nominating and Corporate Governance Committee, will be more fully described in our Nominating and Corporate Governance Committee charter. We will post the Nominating and Corporate Governance Committee charter on our website at [    ·    ].

Director Independence

        We expect that a majority of our Board will meet the criteria for independence as defined by the rules of the NYSE.

        We expect that our Board will determine the independence of directors annually based on a review by the directors and the Nominating and Corporate Governance Committee. In determining whether a director is independent, we expect that the Board will determine whether each director meets the objective standards for independence set forth in the rules of the NYSE.

Meetings of Independent Directors

        We expect that the independent directors will have the opportunity to meet without management present at regularly scheduled meetings. A Lead Director will preside at the meetings of the independent directors.

Risk Oversight

        Our Board will take an active role in overseeing the risk management of Flowco with a focus on the most significant risks facing Flowco. The Board's oversight of risk management will be designed to support the achievement of our strategic objectives and increase shareholder value. A fundamental part of risk management for Flowco will be not only understanding the risks that are faced by Flowco and the steps necessary to manage those risks, but also understanding what level of risk is appropriate for Flowco. We expect that our Chairman, President and Chief Executive Officer, Chief Financial Officer and other members of senior management will regularly evaluate and report to the Board on significant risks facing Flowco. In addition, we expect that each Committee of the Board will also be responsible for assessing the risk exposure related to its specific area. We expect that the Committees will discuss matters of interest with our senior management, including matters related to our corporate governance and our code of conduct, and report to the full Board, as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Codes of Business Conduct

        We expect that our Board will adopt a code of business conduct substantially similar to SPX's Code of Business Conduct that will apply to all our directors, officers and employees worldwide, including our principal executive officer, principal financial officer, controller, treasurer and all other employees performing a similar function. We will maintain a copy of our code of business conduct, including any amendments thereto and any waivers applicable to any of our directors and officers, on our website at [    ·    ].

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        Flowco is currently a wholly owned subsidiary of SPX. Additionally, Flowco's Compensation Committee has not yet been formed.

        The following pages describe SPX's executive compensation program and the compensation decisions made by the SPX Compensation Committee for the persons expected to be our named executive officers ("NEOs"), listed below.

NEO	Title
Christopher J. Kearney	Chairman, President and Chief Executive Officer
Jeremy W. Smeltser	Vice President and Chief Financial Officer
Robert B. Foreman	Executive Vice President
J. Michael Whitted	Vice President, Corporate Development
David A. Kowalski	President, Global Manufacturing Operations

        Each of the NEOs was an officer, and each of Messrs. Kearney, Smeltser, Foreman, and Whitted were named executive officers, of SPX in 2014. This Compensation Discussion and Analysis describes the historical compensation practices of SPX and sets forth the anticipated executive compensation structure of Flowco following the spin-off. Flowco has discussed its anticipated compensation programs with the SPX Compensation Committee, but the Flowco Compensation Committee will have authority with respect to its compensation structure following the spin-off.

Executive Compensation Philosophy

        SPX follows, and we expect to follow, these guiding principles when designing and setting compensation for NEOs:

•

Compensation should reward performance;

•

Compensation should align the interests of our NEOs with those of our long-term stockholders;

•

Compensation should support our business and human capital strategies; and

•

Compensation should attract, motivate and retain quality NEOs.

Executive Compensation Practices

        The following list of practices followed and avoided is based on practices followed and avoided by SPX, and we intend to continue to employ them. See 2015 Compensation Changes, below, for a

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discussion of certain changes to 2015 compensation, which compensation we expect to differ from other years due to the spin-off.

Practices We Intend Follow
Pay for Performance	We expect to tie pay to performance. The significant majority of executive pay is not expected to be guaranteed. We expect that our bonuses will initially demand improvement in operating profit and/or margins and correspondingly strong cash performance. SPX equity awards to NEOs require the achievement of performance targets in order to vest and we expect that our equity awards to NEOs will provide similar incentives.
Reasonable Perquisites	We expect to have reasonable perquisites and pay no tax gross-ups related to perquisites.
Independent Compensation Advisor	We expect to retain an independent compensation advisor. This advisor will work directly for our Compensation Committee and the Nominating and Governance Committee, and will perform no other work for us except, at the direction of the relevant committee, work with management on executive officer and director compensation design.
Review Tally Sheets	We expect to review compensation tally sheets for our NEOs at least annually.
Mitigate Undue Risk	We expect to mitigate undue risk associated with compensation, by capping potential payments and employing multiple performance targets and robust Board and management processes to identify risk. We do not believe any of our pay programs will create risks that will be reasonably likely to have a material adverse impact on our company.
Stringent Share Ownership Guidelines	We expect to have a stringent share ownership policy, to which all NEOs will be subject.
Practices We Intend to Avoid
280G Excise Tax Gross-Ups	We do not plan to offer 280G excise tax gross-ups to any of our employees.
Hedging	We do not plan to permit our employees, including our NEOs, to hedge against fluctuations in our stock value or engage in short sales relating to our stock.
Other Practices We Intend to Avoid	• Multi-year guarantees for salary increases;
	• Non-performance-based bonuses;
	• Excessive non-performance-based long-term incentive awards;
	• Inclusion of long-term equity awards in the pension calculation;
	• Bonus payouts without justifiable performance linkage or proper disclosure;
	• Discretionary bonuses; and
	• Performance goals that are too easily achievable or based on negative earnings.

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Compensation Practices Discussion

        Each of the below practices is followed by SPX. In each case we expect to follow similar practices.

        SPX does and we expect to tailor compensation to the business and competitive environment because for each of us success depends on our ability to attract and retain experienced and proven leaders and to motivate them to deliver superior results.

        As is the case with SPX, we expect the proportion of incentive-based pay to increase along with responsibility and authority. For our senior-level management, and in particular for our NEOs, we expect a significant majority of direct compensation (salary, bonus, and equity awards) to be incentive-based.

        At SPX, bonuses are based on operating performance, and we expect that will be the case at Flowco. Equity awards are and we expect will be designed to reward increased stock price and aid in retention. SPX does and we intend to design both cash bonuses and equity awards to align employee interests with those of stockholders, as well as to offer each NEO an appropriate level of perquisites and post-employment benefits.

        NEO performance at SPX is, and we expect at Flowco will be, judged primarily by reference to performance of the applicable company as a whole. Additional, subjective assessments will be made, including direct assessments of performance, formal talent assessment reviews, and assessments of adherence to our values. Our Compensation Committee also intends to review tally sheets setting forth total compensation and walk-away values at least annually, and to establish and approve all elements of compensation for our CEO based on input from and conversations with management and our Compensation Committee's independent compensation advisor, as well as its own assessments.

Role of Management, the Independent Compensation Advisor and the Selection of a Peer Group

        The most significant aspects of management's role in the SPX compensation-setting process are, and we expect our management's role will be, as follows:

•

The human resources, finance and legal departments prepare materials for the compensation committee, as will the independent compensation advisor.

•

The CEO will provide his evaluation of the performance of each of the other NEOs and offers recommendations regarding their salary levels, bonus targets and equity awards. These recommendations are reviewed with the compensation committee's independent compensation advisor and then submitted to our compensation committee for review, discussion, and approval.

•

Management will prepare and recommend business performance targets and objectives.

        The SPX Compensation Committee's independent compensation advisor is working with the SPX Compensation Committee to prepare a list of peer companies against which we will benchmark our executive officer and director compensation. We are building the peer group to comprise companies as a group similar to Flowco in size and other characteristics and companies that we typically compete against for talent. Factors considered in determining the peer group include revenues, market capitalization, total assets, and employee count. In addition, our peer group will include many companies with similar end-market characteristics. Our Compensation Committee will set our peer group after it is appointed.

        SPX does and we expect to consider competitive compensation of other companies for comparative purposes. We do not expect to target specific benchmark percentiles. The comparative analysis is just one of several tools we plan to use to set compensation. We may award compensation outside the target levels for reasons including market forces, company or individual performance,

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longevity of contribution to the company, existing contractual obligations, and differing levels of responsibility and value created by officers with the same or similar title.

2014 Compensation

        The below discussion relates to decisions made by the SPX Compensation Committee in connection with compensation of the NEOs.

Base Salary

        Base salary is designed to offer competitive base income. In setting base salary, SPX considers the salary and total compensation market data in the context of the NEO's role and responsibilities, experience and tenure, internal equity considerations, individual performance and contribution to SPX results.

        At the beginning of 2014, Messrs. Kearney, Foreman, Smeltser, Whitted and Kowalski received salary increases of, respectively, 2.6%, 2.7%, 4.2%, 4.3% and 3.7%, in recognition of each officer's agreement to reduce perquisites and benefits. Effective March 31, 2014, Messrs. Kearney, Foreman, Smeltser, Whitted and Kowalski received additional salary increases of, respectively, 2.9%, 2.9%, 9.6%, 2.9% and 2.9%, in line with SPX's view of increases at peer companies, and also in line with increases granted to its other employees.

Bonuses

Targets

        SPX sets target bonus at a percentage of year-end salary. It increases this percentage as the employee's responsibilities and authority increase to help ensure that those most able to impact company performance have the greatest percentage of their total compensation tied to company performance.

        Target bonuses for NEOs were unchanged for 2014, with targets of 130% of salary for SPX's CEO, 100% for Mr. Foreman, and 80% for each of Messrs. Smeltser, Whitted and Kowalski.

Bonus Awards

        NEO bonuses at SPX are paid by reference to the metrics under the SPX Executive Bonus Plan, the plan under which it pays bonuses to its other executives.

        The Executive Bonus Plan at SPX pays bonuses ranging from 0% to 200% of target bonus by reference to one or more metrics. The threshold for at least one metric must be met in order for any bonus to be paid. If only one metric threshold is met, total potential payout is limited to 50% of target bonus.

        The chart below shows the 2014 threshold, target, and stretch goals at SPX for each of the relevant metrics, actual results, and the resultant percentage of target bonus.

($ Millions) Metric	Threshold			Target			Stretch			Actual			Bonus %
Corporate
Bonus Operating Margin		7.8	%		8.3	%		8.8	%		8.74	%		194	%
Bonus Free Cash Flow	$	188		$	228		$	268		$	305
Industrial
Bonus Operating Income	$	153.6		$	189.7		$	226.0		$	145.1			25.4	%
Bonus Free Cash Flow Conversion		80	%		100	%		120	%		100.3	%

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        The chart below details how SPX determined bonus amounts for each NEO.

	2014 Year-End Salary		Target Bonus, as Percentage of Salary			Percentage of Target Bonus Payable Based on 2014 Performance			Bonus Amount
Christopher J. Kearney	$	1,224,800		130	%		194	%	$	3,088,946
Jeremy W. Smeltser	$	571,200		80	%		194	%	$	886,502
Robert B. Foreman	$	840,050		100	%		194	%	$	1,629,697
J. Michael Whitted	$	525,900		80	%		194	%	$	816,197
David A. Kowalski	$	613,450		80	%		109	%	$	538,364

Bonus Metrics

        SPX requires year-over-year improvement in operating performance and correspondingly strong cash flow performance for bonuses to be paid. SPX believes that setting targets to require improvement over the prior year's performance is appropriate and ties pay to performance.

        For Corporate employees at SPX, SPX uses Bonus Operating Margin and Bonus Free Cash Flow as the performance metrics. Combined, these metrics are designed to reward improving performance through effective management of profitability and expenses and appropriate focus on quality of earnings and the efficient use of capital. Further, these metrics align with SPX's public communications and internal business goals. SPX believes they are transparent, understandable and consistent with compensation plans at other industrial companies. In 2014, as it has every year since 2005, SPX required improvement over the prior year's operating margin performance to receive any bonus based on that metric, and an improvement of 50 basis points over the prior year's operating margin performance (as restated to reflect acquisitions or dispositions) to reach the target bonus.

        Items are excluded to eliminate factors beyond the control of SPX employees in the measurement year, to focus SPX employees, including NEOs, on controllable operating performance, and to eliminate possible disincentives to act in the best interest of stockholders. For example, the disposition of a non-core business may be expected to have long-term benefits, but the loss of profits and cash flow from the business may result in lower bonuses in the year in which the business was sold. Accordingly, these numbers are adjusted in the calculation of SPX bonuses.

        For 2014, Bonus Operating Margin represented adjusted operating income divided by net revenues, and adjusted operating income represented operating income excluding stock-based compensation expense, pension and post-retiree medical expense or income, non-cash asset impairments, certain profits or losses on acquisitions or dispositions and related activities, certain legal reserves and settlements, and other similar items, as approved by the SPX Compensation Committee.

        Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. Bonus Operating Cash Flow represented operating cash flow from continuing operations, plus or minus pension and post-retiree medical funding requirements in excess of or less than the related expense, minus deferred and amortized cash investments in our headquarters facility, certain operating cash activity associated with acquisitions or dispositions and related activities, and other similar items, as approved by the SPX Compensation Committee.

        The Industrial Products and Services businesses' operating results metric was Bonus Operating Income. The cash flow metric was Bonus Free Cash Flow Conversion for the Industrial Products and Services businesses. Combined, these metrics are designed to reward improving performance by managing profitability and expenses and encouraging focus on quality of earnings and the efficient use of capital. Further, these metrics align with our public communications and internal business goals. We believe they are transparent, understandable and consistent with compensation plans at other industrial companies.

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        Bonus Operating Income for the Industrial Products and Services businesses represented operating income, excluding minority interest (if applicable) and amounts accrued for bonuses. We do not generally exclude the effects of restructuring actions when calculating Bonus Operating Income, except that we do exclude any restructuring charges associated with the integration of newly acquired businesses. We also exclude costs associated with certain research and development activity from the calculation of Industrial Products and Services businesses' bonus. The elimination of costs associated with certain research and development activity is related to our corporate-led innovation initiative. Under this initiative, corporate-level management provided certain incentives to encourage the rapid development of what it deems to be the most promising research and development projects, representing a small portion of our total research and development projects and spending. These incentives included, for bonus calculation purposes, deferring development costs for selected innovation investments and amortizing development costs in a manner designed to track commercialization of the projects and other similar items, subject to SPX Compensation Committee approval.

        For the Industrial Products and Services businesses, Bonus Cash Flow Conversion represented Bonus Free Cash Flow divided by Bonus Operating Income. Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. The Bonus Operating Cash Flow metric was operating income, plus depreciation and amortization, plus or minus changes in working capital, but excluding the change in amounts accrued for bonuses, amounts related to adjustments of Bonus Operating Income, certain operating cash activity associated with acquisitions or dispositions, and other similar items, subject to SPX Compensation Committee approval.

Equity-Based Awards

        In 2014, two-thirds of the value of the restricted stock awards to SPX NEOs was in the form of external metric stock, and one-third was in the form of internal metric stock. Between 0% and 125% of the external performance metric award may vest based on the annualized three-year performance of SPX total shareholder return ("TSR") against the S&P 1500 Industrials TSR. The triggers for vesting are set forth in the below table.

Annualized Shareholder Return Performance During the Measurement Period	Restricted Stock Vesting
Below Threshold:
More than 9% below S&P 1500 Industrials TSR	0
Threshold:
9% below S&P 1500 Industrials TSR (approximates historical performance at 25th percentile)	25% of target payout
Target:
Equal to S&P 1500 Industrials TSR	Target payout
Maximum:
6% above S&P 1500 Industrials TSR (approximates historical performance at 65th percentile)	125% of target payout

        Internal metric stock grants are subject to performance vesting designed to qualify the equity award for deductibility under Section 162(m) of the Internal Revenue Code ("Rule 162(m)"), and uses the same trigger applicable under the 162(m) Plan (as defined later). In each of 2013 and 2014, the target was met, qualifying each tranche of internal metric stock granted in that year for vesting, subject to the employee being employed at the vesting date.

        Annual grants of equity prior to 2013 had three tranches. The tranches vested in equal amounts over three years, but only if SPX total stockholder return exceeded the S&P 500 for the prior year or for the cumulative period since the grant date. Any tranche that did not vest within three years was forfeited.

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        One tranche granted prior to 2013 was eligible for vesting at the end of 2014—the third tranche of the 2012 awards. This tranche did not vest because SPX did not outperform the relevant index in either of 2014 or the three-year measurement period. Accordingly, NEOs forfeited this tranche, together with accrued dividends on the forfeited shares.

        In 2014, stock award values for SPX officers were increased in response to significant progress on key company strategic and capital initiatives, key examples of which are cited above. Mr. Kearney's award value was set at $6.65 million, Mr. Foreman's award value was set at $2.05 million, Mr. Whitted's award value was set at $1.43 million and the award for each of the other SPX NEOs was set at $1.55 million. The number of shares actually awarded is calculated based on the average stock price over the 30 days prior to the stock award and, accordingly, values reported in the Summary Compensation Table may vary from the above amounts.

        SPX designs equity awards to promote long-term stock ownership and expose senior-level management to the risks and rewards faced by long-term stockholders. Because the majority of equity awarded to NEOs vests over three years, and only if the TSR of SPX stock performs acceptably against a major stock index, it also has significant employee retention value and continues to tie the interests of NEOs to those of SPX stockholders even after it is awarded. Grants of performance-based restricted stock are the most significant component of SPX NEOs' direct compensation opportunity.

Equity Awards Practices

        We expect to conduct a full review of executive compensation, including equity awards, at least annually. In each of the last three years, SPX equity awards were reviewed and approved late in the prior year and granted on the first trading day of the award year.

        Dividends with respect to any shares of unvested SPX restricted stock are deposited in the SPX NEO's name in an escrow or similar account maintained by SPX for that purpose. The SPX NEO receives these dividends only if and when the related shares of equity vest. Dividends are forfeited if the equity on which those dividends were paid is forfeited.

        In the event of retirement, termination by SPX without "cause" or voluntary termination by the executive for "good reason" (each as defined in the applicable award or employment agreements), unvested restricted stock will remain subject to the original performance requirements and vesting schedule.

        The SPX Compensation Committee also has made special grants during the course of the year, primarily for new hires, for promotions, to retain valued employees or to reward exceptional performance. These special grants may be subject to performance or time vesting, and are issued on the date of grant or upon a date certain following the grant date, such as the date on which a new hire commences employment.

        SPX granted no stock options in 2014.

Other Benefits and Perquisites

        SPX provides perquisites to attract and retain executives in a competitive marketplace, at a level the SPX Compensation Committee believes is generally consistent with market practices of its peer group and other comparable public industrial manufacturing companies. See the Summary Compensation Table and accompanying footnotes for a full listing of benefits and perquisites. SPX does not provide tax gross-up payments for perquisites. It is expected that Flowco will also not provide tax gross-up payments for perquisites.

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        In connection with the relocation of its headquarters to Charlotte, North Carolina in 2002, all SPX's then-employees who relocated, including Mr. Foreman, were eligible to receive interest-free, 20-year relocation loans to finance the purchase of a principal residence. Mr. Foreman received a loan in the amount of $1.5 million. SPX has not made any relocation loans to officers since 2002.

        SPX's CEO may utilize its aircraft for personal travel for himself and his family. Other SPX NEOs may be permitted personal use of the aircraft for themselves and their families if approved by the SPX CEO. SPX believes this benefit enhances security for its officers and allows them to devote more time to SPX business. SPX reports the value of any NEO personal use of corporate aircraft as ordinary taxable income and as compensation in the Summary Compensation Table.

Retirement and Deferred Compensation Plans

        The SPX NEOs participate in the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"). Some of the NEOs are also participants in the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan (the "SIARP").

        Effective March 10, 2014, changes to the termination provisions of the TMP, SIARP, & SRSP (as defined below) were made to bring them in line with the benefits provided under the NEOs' change in control agreements.

        The SPX executive retirement program plays a key role in attracting and retaining executive talent. The TMP is the most significant element of this program and has been in place since October 22, 1985. Messrs. Kearney and Foreman have credited service in the TMP since 1997 and 1999, respectively. In each of 2005 and 2009, SPX reduced benefits provided by the TMP for new participants. Changes in 2005 included a reduced benefit, longer accrual period, higher early retirement age and reduction factor, and a 50% survivorship benefit. Changes in 2009 included a longer accrual period than required for earlier participants and required five years of service as an officer before vesting. The Summary Compensation Table and the Pension Benefits table, and their accompanying footnotes, provide further information concerning the annual increase in benefit value, accrued benefits and other terms of the TMP, IARP and SIARP. Retirement benefits payable upon an SPX NEO's termination of employment are quantified and described in "Potential Payments Upon Termination or Change-in-Control."

        SPX NEOs and other senior-level management are eligible to participate in the SPX Corporation Retirement Savings and Stock Ownership Plan (the "401(k) Plan") and the SPX Corporation Supplemental Retirement Savings Plan (the "SRSP"), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses. See the Nonqualified Deferred Compensation in 2014 table and accompanying narrative and footnotes for more information regarding these plans.

Termination and Change-in-Control Provisions

        SPX designs termination and change-in-control contractual provisions to be competitive at the time it enters into an agreement. As a result, its agreements have changed over time, with newer agreements generally offering reduced payments and increased vesting obligations.

        In December, 2013, each of SPX's executive officers including the NEOs voluntarily agreed to amend and restate his change of control agreement to, among other things:

•

Eliminate the payment of excise tax gross-ups in the event of a change of control.

•

Revise the definition of a "change of control" to increase the ownership threshold at which a change of control will be deemed to take place to 25%;

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•

Require consummation of a business combination (rather than only shareholder approval) to trigger a change of control; and

•

Eliminate the right of the executive officer to trigger change of control payments if he terminates his employment "for any reason" following a change of control.

        SPX's severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Additionally, executives often assign significant value to severance agreements because they provide compensation for lost professional opportunities in the event of a change in control.

        Severance agreements also can be a powerful tool to discourage entrenchment of management, in that severance agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. SPX's severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

        In the case of a change in control, the NEOs become immediately vested in all previously granted unvested SPX restricted stock, including shares subject to performance vesting at the target level of vesting. This feature is designed to be equitable in the event of dismissal without cause or resignation for good reason, and SPX believes it is appropriate in the event of termination following a change in control.

        It is expected that we will assume the severance agreement of each of the NEOs.

        Termination and change-in-control agreements are further discussed and quantified in "Potential Payments Upon Termination or Change-in-Control."

2015 Compensation Changes

Stock Options

        In January 2015, the SPX Compensation Committee granted stock options to its officers for the first time since 2004.

Salary

        No officers other than Mr. Smeltser received salary increases for 2015. Mr. Smeltser received an increase in salary of 3%, in line with the U.S. merit increase budget for all employees.

Bonus

        SPX expects 2015 to be a unique year from a compensation perspective, primarily due to the impact of the spin-off. If the spin-off is completed, historical measurements for bonus and equity vestings will no longer be workable. Additionally, SPX and we face retention concerns commonly seen in transactions of this type. As a result, SPX plans to significantly change its compensation programs for 2015 to address the spin-off should it occur.

        The SPX Compensation Committee has effected bonus changes for 2015. In place of the metrics described above, if the spin-off is completed, the SPX Executive Bonus Plan will pay bonuses using two metrics; Bank EBITDA (Consolidated EBITDA, as defined in SPX's credit facilities) and revenue. The SPX Compensation Committee selected these metrics because it believes they are transparent and provide certainty of calculation. To address retention issues, the SPX Compensation Committee has set a floor payout under the Executive Bonus Plan of 85% of target bonus, the midpoint at 125% of target, and the maximum payout opportunity at 200%. These numbers compare to the current floor of 0%,

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target payout at 100%, and maximum payout opportunity of 200%. Target and Maximum Bank EBITDA would be, respectively, $390.0 million and $405.0 million. Target and Maximum revenue would be, respectively, $2,628.0 million and $2,691.0 million. As described above, the SPX Compensation Committee typically does and expects in this case to set bonuses for NEOs by reference to the Executive Bonus Plan.

Equity

        The value of equity awarded in 2015 to our NEOs was split equally between (i) options and (ii) restricted stock measured against internal metrics designed to qualify for deductibility under Section 162(m) of the Internal Revenue Code ("162(m)").

        In connection with the spin-off, the Compensation Committee of SPX intends to make equitable adjustments to existing awards held by our NEOs as described below.

Options

        SPX options held by NEOs will convert into a grant of Flowco options at the spin-off, as described in the Employee Matters Agreement, in a manner designed to preserve the aggregate value immediately before and after the spin-off. The new grant of Flowco options will vest on the same schedule as the corresponding SPX option, with any accelerated vesting that is contingent on a change of control to occur upon a change of control of Flowco.

Restricted Stock

        SPX restricted stock held by NEOs will convert into a grant of Flowco restricted stock at the spin-off, as described in the Employee Matters Agreement, in a manner designed to preserve the aggregate value immediately before and after the spin-off.

        If the spin-off is completed, the internal metric performance measures associated with the SPX restricted stock will no longer be useful, as businesses comprising a significant portion of SPX's revenues and profits will be included in the spin-off. Additionally, we believe it preferable to set vesting triggers for Flowco restricted stock which consider only Flowco performance following completion of the spin-off. Accordingly, for NEO's SPX restricted stock with performance measures which convert into Flowco restricted stock at the spin-off, internal metric goals will be replaced with new internal metric goals for Flowco designed to qualify the Flowco restricted stock for deductibility pursuant to 162(m) and external metric goals will vest based on the performance of Flowco versus the S&P 1500 Industrial Index.

        All NEO's Flowco restricted equity will vest on the same schedule as the corresponding SPX restricted stock (taking into account the changes to the performance measures described above). All restricted equity held by a NEO with any accelerated vesting that is contingent on a change of control will occur upon a change of control of Flowco.

Stock Ownership Guidelines

        SPX maintains, and we expect to maintain, stock ownership guidelines to emphasize the importance of substantive, long-term share ownership by senior executives to align their financial interests with those of stockholders. SPX's guidelines are:

Chief Executive Officer	500% of salary
Chief Operating Officer	400% of salary
Other Executive Officers	300% of salary
Other designated executives	100% - 200% of salary

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        Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested performance-based equity awards (both those based on an internal and external metric) are excluded. Officers are asked to attain the desired level of stock ownership within five years of becoming an officer.

        Once an NEO attains the desired level of share ownership, he or she will continue to be compliant with these guidelines even if the NEO later falls below the guideline, provided that the NEO retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines.

Policy on Hedging

        No SPX employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions. We expect to effect a similar policy.

Tax Matters

        SPX seeks to structure executive compensation in a tax efficient manner, and review compensation plans in light of applicable tax provisions, including Section 162(m) of the Internal Revenue Code. To maintain flexibility in structuring executive compensation to achieve its goals and compensation philosophy, the SPX Compensation Committee has not adopted a policy requiring all compensation to be tax deductible. SPX structures its executive officer bonuses to be tax deductible, and therefore a separate plan, the Executive Annual Bonus Plan (the "162(m) Plan"), determines whether each NEO qualifies for the payment of bonuses described above, and sets a cap on the amount of bonus that may be awarded and treated as tax-deductible. It is anticipated that Flowco will adopt a similar executive annual bonus plan.

        A portion of the stock awarded to SPX NEOs (the portion described as the "internal metric" stock) vests based on the same trigger as under the 162(m) Plan. In 2014, the 162(m) Plan performance goal was met.

        SPX eliminated Section 280G tax gross-ups effective March 10, 2014. It is expected that we will not have any Section 280G tax gross-up.

Impact on Compensation from Misconduct—Clawbacks

        If the SPX Board of Directors were to determine that an SPX NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but may include termination of employment or other appropriate actions.

        SPX retroactively adjusts compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan provides for repayment or forfeiture of awards under specified circumstances if the company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any awards earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to SPX. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by SPX rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. Beginning in 2013, SPX's equity award agreements provide that awards are subject to any compensation recovery policy adopted by SPX, as amended from time to time.

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Notes

        The discussion of performance targets in Compensation Discussion and Analysis is exclusively in the context of executive compensation, and you should not use these targets for any other purpose, or regard them as an indication of management's expectations of future results.

        References to "bonuses" are to performance-based payments reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table.

Historical Compensation of Executive Officers Prior to the Spin-off

        The Flowco executive officers listed above were employed by SPX prior to the separation; therefore, the information provided for the fiscal years below reflects compensation earned at SPX. Each of these executive officers is currently, and was as of December 31, 2014, an executive officer of SPX. All compensation decisions were made by the SPX Compensation Committee. Executive compensation decisions following the spin-off will be made by the Flowco Compensation Committee. All references to equity awards below are to SPX equity awards.

        The amounts and structure of compensation set forth below are not necessarily indicative of the compensation these executive officers will receive at Flowco.

Summary Compensation Table for 2014

Name and Principal Position	Year		Salary ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)			Total ($)
Christopher J. Kearney		2014	$	1,214,277	$	6,941,749	$	3,088,946	$	3,585,158	$	412,522	(6)	$	15,242,652
Chairman, President and CEO		2013	$	1,147,615	$	5,199,977	$	1,824,680	$	771,380	$	261,011		$	9,204,663
		2012	$	1,105,250	$	4,706,700	$	444,597	$	3,846,353	$	466,800		$	10,569,700
Jeremy W. Smeltser		2014	$	556,923	$	1,613,698	$	886,502	$	326,309	$	104,098	(7)	$	3,487,530
Vice President & CFO		2013	$	486,538	$	1,188,532	$	484,000	$	70,908	$	57,651		$	2,287,629
		2012	$	401,677	$	1,135,523	$	163,079	$	125,477	$	96,736		$	1,922,492
Robert B. Foreman		2014	$	832,814	$	2,140,906	$	1,629,697	$	2,393,486	$	335,293	(8)	$	7,332,196
Executive Vice President		2013	$	788,110	$	1,485,670	$	961,950	$	1,297,713	$	213,690		$	4,747,133
		2012	$	763,377	$	1,482,611	$	236,209	$	3,048,754	$	353,395		$	5,884,346
J. Michael Whitted		2014	$	521,127	$	1,490,527	$	816,197	$	269,161	$	118,900	(9)	$	3,215,912
VP Corporate Development
David A. Kowalski		2014	$	607,990	$	1,613,698	$	538,364	$	827,648	$	122,555	(10)	$	3,710,256
President, Global Manufacturing		2013	$	548,654	$	1,188,532	$	483,000	$	193,282	$	81,176		$	2,494,644
Operations		2012	$	514,615	$	1,176,675	$	116,480	$	541,178	$	123,498		$	2,472,446

(1)

Named executive officers are eligible to defer up to 50% of their salaries into the SPX Corporation Retirement Savings & Stock Ownership Plan, a tax-qualified retirement savings plan (the "401(k) Plan") (up to applicable IRS limits), and up to 50% of their salaries into the SPX Corporation Supplemental Retirement Savings Plan, a nonqualified deferred

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compensation plan (the "SRSP"). In 2014, the named executive officers deferred the following portions of their salaries into the 401(k) Plan and the SRSP:

Name	Deferred into 401(k) Plan		Deferred into SRSP
Mr. Kearney	$	17,500	$	225,355
Mr. Smeltser	$	14,912	$	68,624
Mr. Foreman	$	23,000	$	149,053
Mr. Whitted	$	17,500	$	72,018
Mr. Kowalski	$	7,969	$	34,591

(2)

These grants are generally subject to performance vesting conditions. The amounts reported in the above table were calculated in accordance with Topic 718 to reflect their grant date fair value given vesting requirements. See note 15 to the consolidated financial statements contained in SPX's Annual Reports on Form 10-K for the years ended December 31, 2014, December 31, 2013, and December 31, 2012, for additional information regarding the calculation of these numbers. See the Grants of Plan-Based Awards in 2014 table for more information on these grants. The values of the grants assuming automatic vesting (no performance requirement) are as follows:

Name	2014		2013		2012
Mr. Kearney	$	8,216,209	$	6,300,723	$	6,264,000
Mr. Smeltser	$	1,909,969	$	1,440,125	$	1,408,050
Mr. Foreman	$	2,533,977	$	1,800,156	$	1,973,160
Mr. Whitted	$	1,764,190		N/A		N/A
Mr. Kowalski	$	1,909,969	$	1,440,125	$	1,566,000

(3)

In 2015, the year in which they received the 2014 non-equity incentive compensation payout, the following named executive officers deferred the following portions of their non-equity incentive compensation awards into the 401(k) Plan and the SRSP:

Name	Deferred into 401(k) Plan		Deferred into SRSP
Mr. Kearney	$	0	$	617,789
Mr. Smeltser	$	1,523	$	131,452
Mr. Foreman	$	1,199	$	96,883
Mr. Whitted	$	0	$	163,239
Mr. Kowalski	$	9,742	$	39,919

(4)

The change in pension value is based on assumed weighted- average discount rates of 4.17% at December 31, 2013, and 3.62% at December 31, 2014. Normal increases in pension value due to changes in pay, additional service, additional age, lump sum interest rate and mortality improvements accounted for the remaining increase for these named executive officers.

There were no above-market earnings on non-qualified deferred compensation to report for any of the named executive officers in 2014.

(5)

The SPX Foundation (the "Foundation") will make matching donations for charitable contributions for any employee up to a total of $20,000 per annum. The Foundation will make matching contributions for each named executive officer up to a total of $50,000 per annum. Amounts reported are matching amounts in excess of the $20,000 match available to all employees.

The incremental cost to us for the personal use of our aircraft includes the variable costs of using the aircraft, including fuel, travel expenses for the crew, airport fees and food and beverages.

(6)

Mr. Kearney received $412,522 in All Other Compensation, including:

•

$138,948 in matching contributions to the SRSP;

•

$170,768 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively;

•

$37,628 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively;

•

$50,965 for the incremental cost for the personal use of the company aircraft; and

•

$13,000 in matching contributions to the 401(k) plan.

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The remaining $1,213 consisted of financial planning; executive physical; use of our sports/entertainment boxes; and coverage under the long-term executive disability plan.

(7)

Mr. Smeltser received $104,098 in All Other Compensation, including:

•

$39,046 in matching contributions to the SRSP;

•

$28,284 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and

•

$13,000 in matching contributions to the 401(k) plan.

The remaining $23,768 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit and coverage under the long-term executive disability plan.

(8)

Mr. Foreman received $335,293 in All Other Compensation, including:

•

$76,738 in matching contributions to the SRSP;

•

$84,000 that he was deemed to receive in 2014 representing the market interest rate on the $1.5 million interest-free loan that he received in February 2002, in connection with his relocation to Charlotte, North Carolina;

•

$106,893 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53 on those dates, respectively;

•

$43,224 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and

•

$13,000 in matching contributions to the 401(k) plan.

The remaining $11,438 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.

(9)

Mr. Whitted received $118,900 in All Other Compensation, including:

•

$21,182 in matching contributions to the SRSP;

•

$30,000 in charitable matching contributions;

•

$27,547 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and

•

$13,000 in matching contributions to the 401(k) plan.

The remaining $27,171 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit and coverage under the long-term executive disability plan.

(10)

Mr. Kowalski received $122,555 in All Other Compensation, including:

•

$41,549 in matching contributions to the SRSP;

•

$67,826 representing the change in value between December 31, 2013 and December 31, 2014 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 4.25% and 3.53% on those dates, respectively; and

•

$13,000 in matching contributions to the 401(k) plan.

The remaining $180 consisted of use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.

        The above benefits are provided pursuant to the terms of employment agreements with each named executive officer. The agreements are the same with the exception of differing titles (and associated reporting responsibilities), annual base salary levels, severance entitlements, retiree medical terms, allowance amounts for annual income tax return preparation and financial planning, and different employment term durations. Messrs. Kearney and Foreman's agreements have a rolling two-year term. Mr. Kowalski has a rolling one-year term. The expiration date for these rolling term

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agreements is automatically extended by one day for each day of the term that elapses. Messrs. Smeltser and Whitted's agreements have a one-year term that extends annually, subject to a one hundred eighty (180) day notice provision.

        Under the agreements, any annual base salary rate reductions require the named executive officer's consent. The agreements provide for participation in any annual performance bonus plans, long-term incentive plans, and equity-based compensation plans that we establish or maintain for our offices. The agreements further provide for continuation of all other senior executive benefit plans offered by us, subject to our right to modify, suspend or discontinue the plans. Business expense reimbursement, perquisites and vacation entitlements also are provided pursuant to the agreements.

        See "Compensation Discussion and Analysis" for further discussion and explanation of each element of compensation.

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Grants of Plan-Based Awards in 2014

        The following table provides information regarding equity and non-equity awards granted to the named executive officers in 2014.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards Maximum ($)(2)		Estimated Future Payouts Under Equity Incentive Plan Awards
											Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date(1)	Award Date(1)			Threshold (#)		Target (#)		Maximum #(3)
Christopher J. Kearney	1/2/2014	12/18/2013	$	3,184,480		38,132		83,583		98,734	$	6,941,749
Jeremy W. Smeltser	1/2/2014	12/18/2013	$	913,920		8,864		19,430		22,952	$	1,613,698
Robert B. Foreman	1/2/2014	12/18/2013	$	1,680,100		11,760		25,778		30,451	$	2,140,906
J. Michael Whitted	1/2/2014	12/18/2013	$	841,440		8,187		17,947		21,200	$	1,490,527
David A. Kowalski	1/2/2014	12/18/2013	$	981,520		8,864		19,430		22,952	$	1,613,698

(1)

The SPX Compensation Committee approved annual equity awards and participation in the 162(m) Plan bonuses at the December 2013 SPX Compensation Committee meeting. The SPX Compensation Committee determines the effective date of equity awards without regard to current or anticipated stock price levels or the release of material non-public information.

(2)

Represents the maximum amount payable under the 162(m) Plan if the performance target is reached, subject to the SPX Compensation Committee's ability, in its sole discretion, to reduce the amount actually paid. In 2014, the SPX Compensation Committee determined the amount payable under the 162(m) Plan by reference to the Executive Bonus Plan performance metrics. See "Compensation Discussion and Analysis—2014 Compensation—Bonuses—Bonus Awards" for further discussion of this practice. The following table shows the minimum, target and maximum payouts in the Executive Bonus Plan matrix, upon which the SPX Compensation Committee based the 2014 bonus payments of named executive officers.

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Threshold ($)		Target ($)		Maximum ($)
Christopher J. Kearney	$	398,060	$	1,592,240	$	3,184,480
Jeremy W. Smeltser	$	114,240	$	456,960	$	913,920
Robert B. Foreman	$	210,013	$	840,050	$	1,680,100
J. Michael Whitted	$	105,180	$	420,720	$	841,440
David A. Kowalski	$	122,690	$	490,760	$	981,520

(3)

Assumes all stock will vest. See "Compensation Discussion and Analysis—2014 Compensation—Equity-Based Awards" for a description of the performance vesting requirements. All shares are subject to performance requirements.

(4)

Represents the Topic 718 grant date fair value, based on the closing price of SPX stock on the day prior to the grant. See note 15 to the consolidated financial statements contained in SPX's Annual Report on Form 10-K for the year ended December 31, 2014 for the assumptions made in the valuation of these awards.

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Outstanding Equity Awards at Fiscal Year-End 2014

        The following table details the outstanding SPX equity awards held by each named executive officer at December 31, 2014. No options were outstanding at December 31, 2014.

	Stock Awards
Name	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)
Christopher J. Kearney		22,981	(2a)	$	1,974,528
		60,602	(2b)	$	5,206,924
		16,390	(3a)	$	1,408,229
		64,826	(3b)	$	5,569,850
		33,334	(4)	$	2,864,057
Jeremy W. Smeltser		5,342	(2a)	$	458,985
		14,088	(2b)	$	1,210,441
		3,747	(3a)	$	321,942
		14,817	(3b)	$	1,273,077
		5,834	(4)	$	501,257
		5,000	(6)	$	429,600
Robert B. Foreman		7,087	(2a)	$	608,915
		18,691	(2b)	$	1,605,931
		4,683	(3a)	$	402,363
		18,521	(3b)	$	1,591,324
		10,500	(4)	$	902,160
J. Michael Whitted		4,934	(2a)	$	423,929
		13,013	(2b)	$	1,118,077
		3,435	(3a)	$	295,135
		13,582	(3b)	$	1,166,965
		5,000	(4)	$	429,600
		5,000	(5)	$	429,600
David A. Kowalski		5,342	(2a)	$	458,985
		14,088	(2b)	$	1,210,441
		14,817	(3b)	$	1,273,077
		3,747	(3a)	$	321,942
		8,334	(4)	$	716,057

(1)

Based on the closing price of SPX common stock of $85.92 on December 31, 2014.

(2a)

Restricted shares awarded on January 2, 2014 vest at the rate of 33¹/3 percent per year, subject to satisfaction of internal performance criteria for the applicable year, with vesting dates of February 26, 2015, February 26, 2016, and February 26, 2017.

(2b)

Restricted shares awarded on January 2, 2014 become eligible to vest January 2, 2017 subject to satisfaction of external performance criteria for the three-year performance period.

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(3a)

Restricted shares awarded on January 2, 2013 vest at the rate of 33¹/3 percent per year, subject to satisfaction of internal performance criteria for the applicable year, with vesting dates of February 25, 2014, February 25, 2015, and February 25, 2016.

(3b)

Restricted shares awarded on January 2, 2013 become eligible to vest January 2, 2016 subject to satisfaction of external performance criteria for the three-year performance period.

(4)

Restricted shares awarded on January 3, 2012 vest at the rate of 33¹/3 percent per year, subject to satisfaction of performance criteria for the applicable year, with vesting dates of January 3, 2013, January 3, 2014, and January 3, 2015.

(5)

Restricted shares awarded on February 23, 2012 fully vested on February 23, 2015.

(6)

Restricted shares awarded on August 6, 2012 fully vest on August 6, 2015.

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Option Exercises and Stock Vested in 2014

        The following table sets forth stock vested for each of our named executive officers in 2014. Our named executive officers did not exercise any SPX options in 2014.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Christopher J. Kearney		74,861	$	7,742,060
Jeremy W. Smeltser		11,872	$	1,222,222
Robert B. Foreman		23,341	$	2,413,066
J. Michael Whitted		10,883	$	1,123,660
David A. Kowalski		16,039	$	1,647,475

(1)

Based on the market value at time of vesting. Vesting occurred in early 2015 based on the performance of SPX stock through December 31, 2014.

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Pension Benefits

        The following table sets forth the net present value of accumulated benefits payable to each of the named executive officers, including the number of years credited service. No pension benefits payments were made to any named executive officers during the 2014 fiscal year.

Name	Plan Name(1)	Number of Years Credited Service (#)		Present Value of Accumulated Benefit(2) ($)		Payments during the last fiscal year ($)
Christopher J. Kearney	TMP		15.00	$	36,163,710	$	0
	IARP		17.88	$	624,997	$	0
	SIARP		17.88	$	1,947,942	$	0
Jeremy W. Smeltser	TMP		5.67	$	667,836	$	0
	IARP		0	$	0	$	0
	SIARP		0	$	0	$	0
Robert B. Foreman	TMP		15.00	$	18,627,899	$	0
	IARP		15.65	$	451,589	$	0
	SIARP		15.65	$	1,096,842	$	0
J. Michael Whitted	TMP		5.67	$	1,009,991	$	0
	IARP		0	$	0	$	0
	SIARP		0	$	0	$	0
David A. Kowalski	TMP		9.36	$	2,395,444	$	0
	IARP		15.45	$	329,828	$	0
	SIARP		15.45	$	333,108	$	0

(1)

The names of the pension plans are the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"), the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan ("SIARP").

Upon designation by the SPX Compensation Committee, named executive officers participate in the TMP. For those named executive officers who became participants in the TMP prior to August 24, 2005 (Messrs. Kearney and Foreman), the benefit formula is 60% of final average pensionable earnings (highest three of last ten calendar years of employment). This target benefit accrues ratably over a 15-year period with the officer receiving the maximum benefit after 15 years. A participant may retire as early as age 55, but benefits payable at early retirement are reduced 3% per year from age 60.

For those named executive officers who became participants in the TMP on or after August 24, 2005 (Messrs. Kowalski, Smeltser and Whitted), the benefit formula is 50% of final average pensionable earnings (highest 3 of last 10 calendar years of employment). For Mr. Kowalski this target benefit accrues ratably over a 20 year period with the officer receiving the maximum benefit after 20 years, for Messrs. Smeltser and Whitted, this target benefit accrues ratably over a 25-year period with the officer receiving the maximum benefit after 25 years. A participant's benefits may commence as early as age 55, but benefits payable at early retirement are reduced 4% per year from age 62.

For all participants in the TMP other than Messrs. Smeltser and Whitted, the benefit vests after 5 years of service. For Messrs. Smeltser and Whitted, this benefit vests after 5 years of service as an officer. Any payments made from the IARP and SIARP reduce amounts payable under the TMP.

The IARP is a tax-qualified cash-balance defined benefit pension plan covering certain salaried and hourly employees. Employees hired after December 31, 2000 are not eligible to participate in

126

the IARP. The IARP provides participants an account balance credited with principal credits and interest credits, which vests after 3 years of service.


The SIARP is a nonqualified defined benefit plan that provides benefits in excess of the limitation on benefits imposed by the Internal Revenue Code for certain IARP participants. The SIARP provides a benefit equal to the difference between (i) the amount of IARP benefit to which the participant would have been entitled if such benefit were computed without giving effect to the limitations under the Internal Revenue Code less (ii) the amount of the IARP benefit actually payable to the participant.


Participants in the TMP, IARP, and SIARP may elect to receive their benefits in a lump sum or annuity form of payment.


In general, "pensionable earnings" for purposes of the TMP and SIARP is the amount reported as wages on a participant's Form W-2 and paid prior to termination of employment, increased by (i) amounts contributed by the participant to the 401(k) Plan, SRSP and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay (but not severance pay) paid after termination of employment. "Pensionable earnings" does not include the following amounts: (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits, (v) deferred compensation, (vi) the value of restricted shares and other equity awards, (vii) severance pay paid after termination of employment, and (viii) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, hiring bonuses or other special payments, taxable and non-taxable tuition reimbursements, the taxable value of physical examinations and group term life insurance coverage in excess of $50,000, and other similar amounts not paid in cash that are required to be included in taxable income under the Internal Revenue Code.

(2)

The change in pension value is based on assumed weighted-average discount rates of 4.17% at December 31, 2013, and 3.62% at December 31, 2014. Normal increases in pension value due to changes in pay, additional service, additional age, lump sum interest rate and mortality improvements accounted for the remaining increase for these named executive officers.

Nonqualified Deferred Compensation in 2014

        The following table sets forth information relating to the SRSP. Named executive officers and other senior-level management are eligible to participate in the SRSP, a nonqualified deferred compensation plan that allows them to make pre-tax deferrals in excess of those permitted by the 401(k) Plan. Named executive officers may defer up to 50% of their base compensation (excluding bonuses) and up to 100% of their annual bonuses into the SRSP. Both base compensation and bonus deferral elections are made at least six months prior to the beginning of the year to which they relate.

        A company match is made to the SRSP after the maximum company match has been made under the 401(k) Plan and is allocated to the fund(s) as selected by the participant. The maximum match available between both the SRSP and 401(k) Plan is 5% of eligible compensation, provided that total contributions are equal to or greater than 6% of eligible compensation.

        In general, "eligible compensation" for purposes of the SRSP is the amount reported as wages on a participant's Form W-2, (A) increased by (i) amounts contributed by the participant to the 401(k) Plan and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay paid after termination of employment; and (B) decreased by (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (v) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, taxable and non-taxable tuition reimbursements and the taxable value of physical examinations and group term life insurance coverage in excess of $50,000, (vi) pay in lieu of

127

notice, (vii) deferred compensation, (viii) the value of restricted shares and other equity awards, and (ix) severance pay paid after termination of employment.

        All matching contributions into the 401(k) Plan are invested initially in the SPX Common Stock Fund and are allocated in the form of units. The units consist primarily of SPX common stock, with a portion of the fund in cash, for purposes of administrative convenience. All matching contributions into the SRSP are made in cash and invested according to the participant's elections. All participant and matching contributions vest immediately. There is no minimum holding period. The SRSP is unfunded and earnings are credited on account balances based on participant direction within the same investment choices available in the 401(k) Plan, except that the SPX Company Stock Fund and a stable value fund are not available under the SRSP. All returns in the SRSP and the 401(k) Plan are at market rates. In-service distributions are not allowed under the SRSP. SRSP participants elect the form and timing of payment of their SRSP deferral account prior to the year in which it is deferred. All amounts deferred under the SRSP after 2009 will be paid in a lump sum payment six months following termination of employment. Participants may elect to receive their pre-2009 accounts in a lump sum, annual installments (two to ten years) or monthly installments (up to 120 months) upon separation from service, on a date that is a specified number of months after retirement or separation from service, or on a specified date following separation from service (no later than attainment of age 70¹/2).

Name	Executive Contributions in Last FY(1)		Registrant Contributions in Last FY(2)		Aggregate Earnings in Last FY(3)		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE(4)
Christopher J. Kearney	$	590,291	$	138,948	$	711,610	$	0	$	9,618,438
Jeremy W. Smeltser	$	138,638	$	39,046	$	22,567	$	0	$	530,446
Robert B. Foreman	$	245,258	$	76,738	$	122,143	$	0	$	4,598,192
J. Michael Whitted	$	72,018	$	21,182	$	244,211	$	0	$	5,016,654
David A. Kowalski	$	69,275	$	41,549	$	20,099	$	0	$	776,721

(1)

Contributions to the SRSP consisted of the following amounts reported in the Summary Compensation Table:

Name	2014 Salary		2013 Non-Equity Incentive Plan Compensation
Mr. Kearney	$	225,355	$	364,936
Mr. Smeltser	$	68,624	$	70,014
Mr. Foreman	$	149,053	$	96,185
Mr. Whitted	$	72,018	$	0
Mr. Kowalski	$	34,591	$	34,684

(2)

Represents matching amounts contributed by SPX to the SRSP. These amounts have been included in the All Other Compensation column of the Summary Compensation Table.

(3)

Aggregate earnings under the SRSP are not above-market and, accordingly, are not included in the Summary Compensation Table.

(4)

In addition to the amounts in footnote (1), includes the following amounts of contributions to the SRSP reported as compensation in the Summary Compensation Table for the:

•

Year ended December 31, 2013: Mr. Kearney, $212,023; Mr. Smeltser, $60,000; Mr. Foreman, $140,122; Mr. Whitted, $66,966 and Mr. Kowalski, $29,659

•

Year ended December 31, 2012: Mr. Kearney, $204,050; Mr. Smeltser, $48,646; Mr. Foreman, $135,675; Mr. Whitted, $62,331 and Mr. Kowalski $0.

•

Year ended December 31, 2011: Mr. Kearney, $198,104; Mr. Smeltser, $40,449; Mr. Foreman, $131,715; Mr. Whitted, $61,344 and Mr. Kowalski, $23,423.

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Potential Payments Upon Termination or Change-in-Control

        SPX has entered into agreements, including an employment agreement, a change-in-control agreement and stock plan award agreements, with each named executive officer governing compensation in the event of a termination of employment or a change in control of SPX. The following tables set forth the expected benefit to be received by each named executive officer in the event of his termination resulting from various scenarios, assuming a termination date of December 31, 2014 and a stock price of $85.92, SPX's closing stock price on December 31, 2014. The following tables should be read in connection with the Pension Benefits table. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.

Christopher J. Kearney

	(a) Voluntary Resignation or (b) Involuntary Termination For Cause			Disability		Death Pre-retirement			Involuntary Without Cause/Voluntary Resignation for Good Reason			Termination Following Change in Control
Salary	$	0		$	0	$	0		$	2,449,600	(1)	$	3,674,400	(2)
Bonus	$	0		$	0	$	0		$	6,177,891	(3)	$	9,266,837	(4)
Value of Accelerated Equity(5)	$	17,023,587(5.a	)
	$	0(5.b	)	$	17,023,587	$	17,023,587		$	17,023,587		$	17,023,587
Retirement Plans(6)	$	1,870,293(6.a	)	$	0	$	1,870,293(6.b	)	$	2,385,576(6.c	)	$	2,385,576(6.d	)
All Other Compensation(7)	$	1,491,998(7.a	)
	$	117,769(7.b	)	$	5,686,437	$	4,760,315		$	1,579,737		$	1,598,116
TOTAL	$	20,385,879(5.a	)	$	22,710,025	$	23,654,195		$	29,616,392		$	33,948,516
	$	1,988,062(5.b	)

Robert B. Foreman

	(a) Voluntary Resignation or (b) Involuntary Termination For Cause			Disability		Death Pre-retirement			Involuntary Without Cause/Voluntary Resignation for Good Reason			Termination Following Change in Control
Salary	$	0		$	0	$	0		$	1,680,100	(1)	$	2,520,150	(2)
Bonus	$	0		$	0	$	0		$	3,259,394	(3)	$	4,889,091	(4)
Value of Accelerated Equity(5)	$	5,110,693(5.a	)
	$	0(5.b	)	$	5,110,693	$	5,110,693		$	5,110,693		$	5,110,693
Retirement Plans(6)	$	1,893,875(6.a	)	$	0	$	1,893,875(6.b	)	$	3,352,736(6.c	)	$	3,561,791(6.d	)
All Other Compensation(7)	$	1,139,463(7.a	)
	$	80,774(7.b	)	$	7,625,047	$	6,121,403		$	1,224,490		$	4,112,153
TOTAL	$	8,144,031(5.a	)
	$	1,974,649(5.b	)	$	12,735,741	$	13,125,972		$	14,627,414		$	20,193,878

(1)

Two times annual salary at time of termination.

(2)

Greater of three times annual salary immediately prior to change in control or time of termination.

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(3)

Greater of two times actual bonus for prior year or average for the three prior years, plus the amount, if any, by which the bonus that would have been paid for the bonus plan year in which such termination occurs, based on the performance level actually attained, exceeds actual bonus for the prior year or the average for the three prior years.

(4)

Greater of three times highest earned bonus amount for three years prior to termination year or target or earned bonus for the termination year.

(5)

Value of vesting in all unvested restricted stock. Messrs. Kearney and Foreman are retirement eligible. Equity awards remain subject to the original performance requirements for retirement eligible executive officers who voluntarily resign. Retirement eligibility requires that the named executive officer has reached the age of 55 and has five years of credited service, at least three of which must be with SPX. In the table above, 5.a discloses the amounts Messrs. Kearney and Foreman would receive in the case of a voluntary termination, and 5.b discloses the amounts Messrs. Kearney and Foreman would receive for involuntary for cause termination.

The values in the table assume that all applicable performance vesting requirements will be met, all of the value of the above stock is subject to performance vesting requirements in the cases of termination by SPX without cause, and voluntary termination by the executive for good reason.

(6)

Estimated increase in pension value from the total amount set forth in the Pension Benefits table, resulting from:

6.a—the benefit becoming payable immediately, rather than age 60.

6.b—the benefit being paid in a lump sum immediately, rather than being paid in the form elected at age 60.

6.c—credit for two additional years of age and service, and the benefit becoming payable at age 55, rather than age 60.

6.d—credit for three additional years of age and service, and the benefit being immediately payable as a lump sum, rather than being paid in the form elected at age 60, and the application of an alternative definition of final average pay.

(7)

Includes:

•

Relocation loan forgiveness: In the event of permanent disability, death or a change in control, a $1,500,000 loan made by us to Mr. Foreman in connection with his relocation to Charlotte would be forgiven and he would receive gross-ups for federal and state tax liabilities in the amount of $1,370,813. The terms and circumstances of this loan are described more fully under "Compensation Discussion and Analysis—Other Benefits and Perquisites."

•

Accrued vacation time: Salary for five weeks of accrued vacation time, for each termination scenario, for each of Messrs. Kearney and Foreman, in the amount of $117,769 and $80,774, respectively.

•

Life insurance: Values for life insurance in an amount equal to, in the case of:

•

Involuntary termination without cause or voluntary termination for good reason, two times annual salary for two years, with a present value estimated, for each of Messrs. Kearney and Foreman, in the amount of $1,018,350 and $652,959, respectively;

•

Termination following a change in control, two times annual salary at the time of termination for three years and an amount equal to the annual salary for the remainder of his life, with a present value estimated, for each of Messrs. Kearney and Foreman, in the amount of $1,036,246 and $663,754, respectively;

130

•

Disability, two times annual salary at the time of termination to age 65, with a present value estimated, for each of Messrs. Kearney and Foreman, in the amount of $177,516 and $151,035, respectively;

•

7.a—Voluntary resignation (retirement), an amount equal to annual salary for the remainder of his life with an estimated present value of $983,236 and $631,689 for Mr. Kearney and Mr. Foreman, respectively. As of December 31, 2014, Messrs. Kearney and Foreman qualify for this benefit because they would have met the age and service requirements (see footnote 5) to receive retirement treatment upon termination, provided the Board of Directors grants continuation; and

•

7.b—Involuntary for cause termination, none.

•

Disability payments: In the case of termination due to disability, for:

•

Mr. Kearney:    $5,391,152 in disability payments, representing the present value of an annual payment of $1,229,760 from the Executive Long Term Disability Plan until age 65. This value does not reflect estimated annual payments of $147,000 from our Group LTD Plan or other income offsets. The estimated present value of the retirement plan benefit is correspondingly reduced by $8,552,819 due to the benefit being payable at age 65 rather than age 60; and

•

Mr. Foreman:    $4,522,425 in disability payments, representing the present value of an annual payment of $768,060 from the Executive Long Term Disability Plan until age 65. This value does not reflect estimated annual payments of $147,000 from our Group LTD Plan or other income offsets. The estimated present value of the retirement plan benefit is correspondingly reduced by $4,516,752 due to the benefit being payable at age 65 rather than age 60.

•

Death benefit: In the case of death, the named executive officer's estate would receive proceeds from the Key Manager Life Insurance program of, for:

•

Mr. Kearney:    $4,642,546, which is equal to the sum of two times his annual salary (less $50,000 in insurance from the company's group life insurance plan maintained for other SPX employees) in the amount of $2,399,600 and gross-ups for federal and other tax liabilities in the amount of $2,242,946; and

•

Mr. Foreman:    $3,169,816, which is equal to the sum of two times his annual salary (less $50,000 in insurance from the company's group life insurance plan maintained for other SPX employees) in the amount of $1,630,100 and gross-ups for federal and other tax liabilities in the amount of $1,539,716.

•

Post-retirement health: In the event of termination, Messrs. Kearney and Foreman would be entitled to post-retirement health benefits (i) in the case of change in control in the amount of $338,205 and $374,223, respectively, (ii) in the case of involuntary termination without cause or voluntary termination for good reason in the amount of $356,354 and $392,365, respectively, and (iii) in the event of voluntary resignation (retirement), in the amount of $390,993 and $427,000, respectively.

•

Additional benefits:

•

Financial planning services:

•

In the case of involuntary termination without cause or voluntary termination for good reason, Messrs. Kearney and Foreman would be entitled to $850 and $21,924, respectively; and

131

•

In the case of termination following a change in control, Messrs. Kearney and Foreman would be entitled to $1,275 and $32,886, respectively.

•

Annual physicals in the case of termination following a change in control, involuntary termination without cause or voluntary termination for good reason.

•

In the case of involuntary termination without cause, voluntary termination for good reason, or termination following a change in control, outplacement assistance of $50,000.

•

Health and welfare insurance premiums:

•

In the case of involuntary termination without cause or voluntary termination for good reason, Messrs. Kearney and Foreman would be entitled to $34,838 and $25,596, respectively; and

•

In the case of termination following a change in control, Messrs. Kearney and Foreman would be entitled to $52,257 and $38,394, respectively.

Jeremy W. Smeltser

	(a) Voluntary Resignation or (b) Involuntary Termination For Cause		Disability		Death Pre-retirement		Involuntary Without Cause/Voluntary Resignation for Good Reason			Termination Following Change in Control
Salary	$	0	$	0	$	0	$	571,200	(1)	$	1,142,400	(2)
Bonus	$	0	$	0	$	0	$	886,502	(3)	$	1,773,005	(4)
Value of Accelerated Equity(5)	$	0	$	4,195,302	$	4,195,302	$	1,244,823		$	4,195,302
Retirement Plans(6)	$	69,658	$	0	$	126,693	$	434,010		$	946,037
All Other Compensation(7)	$	54,923	$	6,206,473	$	2,195,646	$	115,269		$	373,558
TOTAL	$	124,581	$	10,401,775	$	6,517,641	$	3,251,805		$	8,430,301

J. Michael Whitted

	(a) Voluntary Resignation or (b) Involuntary Termination For Cause		Disability		Death Pre-retirement		Involuntary Without Cause/Voluntary Resignation for Good Reason			Termination Following Change in Control
Salary	$	0	$	0	$	0	$	525,900	(1)	$	1,577,700	(2)
Bonus	$	0	$	0	$	0	$	816,197	(3)	$	2,448,590	(4)
Value of Accelerated Equity(5)	$	0	$	3,863,307	$	3,863,307	$	1,148,077		$	3,863,307
Retirement Plans(6)	$	114,814	$	0	$	183,049	$	363,024		$	705,093
All Other Compensation(7)	$	50,567	$	4,995,627	$	2,017,892	$	132,779		$	418,837
TOTAL	$	165,381	$	8,858,934	$	6,064,248	$	2,985,977		$	9,013,528

(1)

One times annual salary at time of termination.

(2)

For Mr. Smeltser, greater of two times annual salary and, for Mr. Whitted, greater of three times annual salary just prior to change in control or time of termination.

(3)

Greater of one times actual bonus for prior year or average for the three prior years, plus the amount, if any, by which the bonus that would have been paid for the bonus plan year in which such termination occurs, based on the performance level actually attained, exceeds actual bonus for the prior year or the average for the three prior years.

132

(4)

Greater of, for Mr. Smeltser, two times, and for Mr. Whitted, three times, highest earned bonus amount for three years prior to termination year or target or earned bonus for the termination year.

(5)

Value of vesting in all unvested restricted stock. The values in the table assume that all applicable performance vesting requirements will be met, all of the value of the above performance-based stock is subject to performance vesting requirements in the cases of termination by SPX without cause, and voluntary termination by the executive for good reason.

(6)

In the case of termination following a change in control, the estimated increase in pension value from the total amount set forth in the Pension Benefits table, resulting from a credit of two additional years of age and service, and the benefit being immediately payable as a lump sum, rather than being paid in the form elected at age 62, and the application of an alternative definition of final average pay.

(7)

Includes:

•

Accrued vacation time:  Salary for five weeks of accrued vacation time, for each termination scenario, for each Messrs. Smeltser and Whitted in the amount of $54,923 and $50,567, respectively.

•

Life insurance:  Values for life insurance in an amount equal to, in the case of:

•

Involuntary termination without cause or voluntary termination for good reason, two times annual salary at the time of termination for one year, and an amount equal to the annual salary for the remainder of his life with an estimated present value, for each Messrs. Smeltser and Whitted, in the amount of $1,275 and $1,474, respectively;

•

Termination following a change in control:

•

Mr. Smeltser:    two times annual salary at the time of termination for two years and an amount equal to the annual salary for the remainder of his life, with an estimated present value of $235,492; and

•

Mr. Whitted:    two times annual salary at the time of termination for three years and an amount equal to the annual salary for the remainder of his life, with an estimated present value of $241,795;

•

Disability, an amount equal to $102,020 for Mr. Smeltser and $103,417 for Mr. Whitted; and

•

In case of voluntary resignation or involuntary termination for cause, none.

•

Disability payments:  In the case of termination due to disability, for:

•

Mr. Smeltser:    $6,049,530, in disability payments, representing the present value of an annual payment of $376,896 from the Executive Long Term Disability Plan until age 65. This value does not reflect estimated annual payments of $147,000 from the company's Group LTD Plan or exclude other income offsets. The estimated present value of the retirement plan benefit is correspondingly reduced by $667,836 due to the benefit being payable at age 65 rather than age 60.; and

•

Mr. Whitted:    $4,841,643, in disability payments, representing the present value of an annual payment of $327,972 from the Executive Long Term Disability Plan until age 65. This value does not reflect estimated annual payments of $147,000 from the company's Group LTD Plan or exclude other income offsets. The estimated present value of the retirement plan benefit is correspondingly reduced by $1,009,991 due to the benefit being payable at age 65 rather than age 60.

133

•

Death benefit:  In the case of death, the named executive officer's estate would receive life insurance proceeds of:

•

Mr. Smeltser:    $2,140,723, which is equal to the sum of two times his annual salary (less $50,000 in insurance from the company's group life insurance plan maintained for other SPX employees) in the amount of $1,092,400 and gross-ups for federal and other tax liabilities in the amount of $1,048,323; and

•

Mr. Whitted:    $1,967,325, which is equal to the sum of two times his annual salary (less $50,000 in insurance from the company's group life insurance plan maintained for other SPX employees) in the amount of $1,001,800 and gross-ups for federal and other tax liabilities in the amount of $965,525.

•

In the case of involuntary termination without cause, voluntary termination for good reason, or termination following a change in control, outplacement assistance of $35,000.

•

Post-retirement health:  None.

•

Additional benefits:

•

Financial planning services:

•

In the case of involuntary termination without cause or voluntary termination for good reason, Messrs. Smeltser and Whitted would be entitled to $6,644 and $18,754, respectively; and

•

In the case of termination following a change in control, Messrs. Smeltser and Whitted would be entitled to $13,288 and $37,508, respectively.

•

Health and welfare insurance premiums:

•

In the case of involuntary without cause or voluntary termination for good reason, Messrs. Smeltser and Whitted would be entitled to the amount of $15,887 and $26,129, respectively;

•

In the case of termination following a change in control, Messrs. Smeltser and Whitted would be entitled to the amount of $31,774 and $52,257, respectively; and

•

Annual physicals in the case of termination following change in control, involuntary termination without cause or voluntary termination for good reason.

134

David A. Kowalski

	(a) Voluntary Resignation or (b) Involuntary Termination For Cause			Disability		Death Pre-retirement		Involuntary Without Cause/Voluntary Resignation for Good Reason			Termination Following Change in Control
Salary	$	0		$	0	$	0	$	613,450	(1)	$	1,226,900	(2)
Bonus	$	0		$	0	$	0	$	538,364	(3)	$	1,076,727	(4)
Value of Accelerated Equity(5)	$	0		$	3,980,502	$	3,980,502	$	3,980,502		$	3,980,502
Retirement Plans(6)	$	263,110		$	0	$	263,110	$	1,171,421		$	2,165,135
All Other Compensation(7)	$	679,783 (7.a	)	$	2,954,394	$	2,361,431	$	729,747		$	744,121
	$	58,986 (7.b	)
TOTAL	$	4,923,394 (5.a	)	$	6,934,895	$	6,605,042	$	7,033,484		$	9,193,385
	$	322,096 (5.b	)

(1)

One times annual salary at time of termination.

(2)

Greater of two times annual salary just prior to change in control or time of termination.

(3)

Greater of one times actual bonus for prior year or average for the three prior years, plus the amount, if any, by which the bonus that would have been paid for the bonus plan year in which such termination occurs, based on the performance level actually attained, exceeds actual bonus for the prior year or the average for the three prior years.

(4)

Greater of two times highest earned bonus amount for three years prior to termination year or target or earned bonus for the termination year.

(5)

Value of vesting in all unvested restricted stock. Mr. Kowalski is retirement eligible. Performance-based equity awards remain subject to the original performance requirements for retirement eligible executive officers who voluntarily resign. Retirement eligibility requires that the named executive officer has reached the age of 55 and has five years of credited service, at least three of which must be with SPX. In the table above, 5.a discloses the amount Mr. Kowalski would receive in the case of a voluntary termination, and 5.b discloses the amount Mr. Kowalski would receive for involuntary for cause termination.

The values in the table assume that all applicable performance vesting requirements will be met, all of the value of the above performance-based stock is subject to performance vesting requirements in the cases of termination by SPX without cause, and voluntary termination by the executive for good reason.

(6)

Estimated increase in pension value from the total amount set forth in the Pension Benefits table, resulting from:

6.a—the benefit becoming payable immediately, rather than age 62.

6.b—the benefit being paid in a lump sum immediately, rather than being paid in the form elected at age 62.

6.c—credit for one additional year of age and service, and the benefit becoming payable immediately, rather than age 62.

6.d—credit for two additional years of age and service, and the benefit being immediately payable as a lump sum, rather than being paid in the form elected at age 62, and the application of an alternative definition of final average pay.

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(7)

Includes:

•

Accrued vacation time:  Salary for five weeks of accrued vacation time, for each termination scenario, in the amount of $58,986.

•

Life insurance:  Values for life insurance in an amount equal to, in the case of:

•

Involuntary termination without cause or voluntary termination for good reason, two times annual salary at the time of termination for one year, and an amount equal to the annual salary for the remainder of his life with an estimated present value in the amount of $450,810;

•

Termination following a change in control, two times annual salary at the time of termination for two years, and an amount equal to the annual salary for the remainder of his life, with an estimated present value in the amount of $458,150;

•

Disability, an amount equal to $118,395;

•

7.a—Voluntary resignation (retirement), an amount equal to annual salary for the remainder of his life with an estimated present value of $443,539. As of December 31, 2014, Mr. Kowalski qualifies for this benefit because he would have met the age and service requirements (see footnote 5) to receive retirement treatment upon termination, provided the Board of Directors grants continuation; and

•

7.b—Involuntary for cause termination, none.

•

Disability payments:  In the case of termination due to disability:

•

$2,777,013 in disability payments, representing the present value of an annual payment of $422,526 from the Executive Long Term Disability Plan until age 65. This value does not reflect estimated annual payments of $147,000 from the company's Group LTD Plan or exclude other income offsets. The value of the retirement plan benefits is correspondingly reduced by $457,987 due to the benefit being payable at age 65 rather than age 60.

•

Death benefit:  In the case of death, Mr. Kowalski's estate would receive life insurance proceeds of:

•

$2,302,445, which is equal to the sum of two times annual salary (less $50,000 in insurance from the company's group life insurance plan maintained for other SPX employees) in the amount of $1,176,900 and gross-ups for federal and other tax liabilities in the amount of $1,125,545; and

•

In the case of involuntary termination without cause, voluntary termination for good reason, or termination following a change in control, outplacement assistance of $35,000.

•

Post-retirement health:  In the event of termination, Mr. Kowalski would be entitled to post-retirement health benefits (i) in the case of change in control in the amount of $139,728, (ii) in the case of involuntary termination without cause or voluntary termination for good reason in the amount of $158,823, and (iii) in the case of voluntary resignation (retirement) in the amount of $177,258.

•

Additional benefits:

•

Health and welfare insurance premiums:

•

In the case of involuntary without cause or voluntary termination for good reason, Mr. Kowalski would be entitled to $26,129; and

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•

In the case of termination following a change in control Mr. Kowalski would be entitled to $52,257.

Assumptions and Explanations of Numbers in Tables

        The SPX Compensation Committee retains discretion to provide, and in the past has provided, additional benefits to executive officers upon termination or resignation if it determines the circumstances so warrant.

Confidentiality, Non-Competition and Non-Solicitation Agreements

        As a condition to each executive officer's entitlement to receive the base salary amounts and equity award acceleration referenced in the applicable tables, the executive is required to execute a waiver of claims against SPX and shall be bound by the terms of a non-competition and non-solicitation agreement, which prohibits the executive from soliciting or diverting any customer, potential customer, employee or potential employee or competing with any of SPX businesses in which he has been employed for a period of two years from the date of termination.

Incremental Pension Amounts

        SPX reports the liabilities and associated expense for the pension plans under FASB Accounting Standards Codification Topic 715, "Compensation/Retirement Benefits" ("Topic 715"). Generally, the assumptions and methods used for financial reporting were also used in determining the values in this disclosure (mortality, forms of payment, etc.).

Post-Retirement Health Care and Key Manager Life Insurance Benefits

        Because these benefits are self-insured, SPX calculates and maintain liabilities for these programs under appropriate accounting standards. SPX report the liabilities and associated expense for the pension plans under Topic 715. Generally, the assumptions and methods used for financial reporting were also used in determining the values in this disclosure (mortality, healthcare inflation, etc.).

Termination Provisions—Definitions of Cause and Good Reason

        The employment agreements for all named executive officers contain the following definitions of cause and good reason.

        "Good Reason" is defined as any of the following, if done without the named executive officer's consent: (1) assignment of duties that are inconsistent with the executive's position (except to the extent the company promotes the executive to a higher executive position); (2) changing the named executive officer's reporting relationship; (3) failing to pay any portion of the named executive officer's compensation within 10 days of the date such compensation is due; (4) requiring the executive to relocate more than 50 miles from our principal business office; or (5) failing to continue in effect any cash or stock-based incentive or bonus plan, pension plan, welfare benefit plan or other benefit plan, program or arrangement, unless the aggregate value of all such arrangements provided to the named executive officer after such discontinuance is not materially less than the aggregate value as of the effective date of the employment contract.

        "Cause" is defined as: (1) willful and continued failure to substantially perform duties as named executive officer (other than any such failure resulting from incapacity due to physical or mental illness) after written notice and at least 30 days to cure such alleged deficiencies; (2) willful misconduct, which is demonstrably and materially injurious to our company, monetarily or otherwise; or (3) egregious misconduct involving serious moral turpitude to the extent that the named executive

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officer's credibility and reputation no longer conform to the standard of senior executive officers of the company.

Payments upon a Termination in Connection with a Change in Control

        Named executive officers will be entitled to certain benefits as described in the applicable tables if they are terminated within 36 months following a change in control for a reason other than death, disability, retirement or termination for cause or if employment is terminated by the named executive officer other than for good reason.

        For purposes of the change-in-control severance agreements, a change in control included the acquisition by any person (or group of related persons) of 25% or more of the voting power of SPX's securities (including in an exchange or tender offer), or (1) liquidation of SPX, (2) the sale of all or substantially all of SPX assets, (3) a merger or consolidation (except where SPX's stockholders prior to the time of merger or consolidation continue to hold at least 75% of the voting power of the new or surviving entity), or (4) a change in the majority of SPX's Board of Directors within a two-year period without the approval of the incumbent board.

        For purposes of the change-in-control severance agreements, "cause" is defined as (1) willful and continued failure to substantially perform duties, (2) willfully engaging in conduct that is demonstrably and materially injurious to us, monetarily or otherwise, or (3) conviction of a felony that impairs the ability of the affected named executive officer to substantially perform his duties.

        For purposes of the change-in-control severance agreements, "good reason" is defined as (1) assignment by SPX of duties inconsistent with the named executive officer's duties, responsibilities and status as of the day prior to the change in control or a reduction or alteration in the nature or status of such responsibilities, (2) reduction in base salary or in the named executive officer's most recent annual target bonus opportunity, (3) a transfer to a location more than 50 miles from current location, (4) failure to continue applicable employee benefit plans, (5) failure to reinstate employment following a suspension of employment for disability, (6) termination, replacement or reassignment of 25% or more of our elected officers (other than because of death, disability, retirement, cause or voluntary resignation), (7) failure to obtain the agreement of a successor company to assume all obligations under the change-in-control severance agreements, or (8) a purported termination that is not in compliance with the terms of the agreement. Executive officers may not trigger change of control benefits if they voluntarily terminate their employment following a change of control.

        The column setting forth payments upon a change in control assumes that the named executive officer's employment was terminated following the change in control. Equity of all employees, including named executive officers, will fully vest following a change in control, regardless of subsequent termination of employment.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with SPX Related to the Spin-Off

        This section of the information statement summarizes our material agreements with SPX that will govern the ongoing relationships between the two companies after the spin-off and are intended, among other things, to provide for an orderly transition to our status as an independent, publicly-owned company. We and SPX will enter into agreements under which we will each provide to the other certain services and rights following the spin-off, and we and SPX will indemnify each other against certain liabilities arising from our respective businesses. After the spin-off, we may enter into additional or modified agreements, arrangements or transactions with SPX, which will be negotiated at arm's length. Following the spin-off, we and SPX will operate independently, and neither will have any ownership interest in the other.

        The following summary of the terms of the material agreements we will enter into with SPX is qualified in its entirety by reference to the full text of the applicable agreements, which will be filed as exhibits to the Form 10 of which this information statement is a part.

Separation and Distribution Agreement

        Prior to the spin-off, we will enter into a Separation and Distribution Agreement that will set forth the principal actions to be taken in connection with the spin-off, including the internal reorganization. It will also set forth other agreements that govern certain aspects of our relationship with SPX following the spin-off.

        Transfer of Assets and Assumption of Liabilities.    The Separation and Distribution Agreement will identify certain assets to be transferred and liabilities to be assumed in advance of our separation from SPX so that generally each company retains the assets of, and the liabilities associated with, its respective businesses. To the extent that any such transfer of assets or assumption of liabilities contemplated by the Separation and Distribution Agreement has not been consummated at or prior to the distribution, we and SPX will cooperate to effect such transfer or assumption as promptly following the distribution as practicable. If any such transfer of assets or assumption of liabilities is not consummated at or prior to the distribution, then the party retaining such asset or liability will take such actions as are reasonably requested by the party to which such asset or liability is to be transferred or assumed in order to place such party, insofar as reasonably possible, in the same position as if such asset or liability had been transferred or assumed as contemplated by the Separation and Distribution Agreement.

        Disclaimer of Representations and Warranties.    In general, except as expressly set forth in the Separation and Distribution Agreement or in any ancillary agreement, neither we nor SPX will make any representations or warranties about any assets transferred or liabilities assumed; any third-party or governmental consents, waivers or approvals that may be required in connection with such transfers or assumptions; the value or freedom from any security interests of, or any other matter concerning, any assets transferred; the absence of any defenses or right of setoff or freedom from counterclaim with respect to any action or other asset of any party; or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation and Distribution Agreement or in any ancillary agreement, all assets will be transferred on an "as is," "where is" basis.

        Cash Adjustments.    The Separation and Distribution Agreement provides that, immediately prior to the distribution, SPX will contribute to Flowco an amount of cash and cash equivalents if necessary, so that, as of the distribution, we will have, in the aggregate, an amount of cash and cash equivalents of at least $[    ·    ].

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        The Distribution.    The Separation and Distribution Agreement will govern the rights and obligations of the parties regarding the distribution and certain actions that must occur prior to the distribution, such as the effectuation of the reorganization, the adoption of the amended and restated articles of incorporation and amended and restated by-laws, and the election of officers and directors. On or shortly prior to the date of the distribution and as consideration for the transfer to us of the assets that relate to the Flowco business, we will issue to SPX (i) such number of shares of our common stock as may be requested by SPX in order to effect the distribution and (ii) physical evidence of our indebtedness under the 2017 Notes (the "Flowco Global Note"). SPX will (i) cause its agent to distribute all of the issued and outstanding shares of our common stock to SPX shareholders who hold SPX shares as of the record date, and (ii) exchange the Flowco Global Note for physical evidence of SPX's indebtedness under the 2017 Notes.

        Conditions to the Distribution.    The Separation and Distribution Agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by SPX in its sole discretion. For further information on these conditions, see "The Spin-Off—Conditions to the Spin-Off." SPX may, in its sole discretion, determine the distribution date and all terms of the distribution, including the form, structure and terms of any transactions to effect the distribution and the timing of and conditions to the consummation thereof, and may, at any time prior to the distribution, decide to abandon or modify or change the terms of the distribution.

        Termination.    The Separation and Distribution Agreement will provide that it may be terminated by SPX at any time prior to the distribution date. The Separation and Distribution Agreement can only be amended by a written agreement signed by us and SPX.

        Release of Claims.    We and SPX will agree to broad releases under which we will each release the other and its wholly-owned subsidiaries and affiliates, and their respective shareholders, directors, officers, agents and employees (in their respective capacities as such) from any and all liabilities existing or arising from any acts or events occurring or failing to occur or any conditions existing at or prior to the distribution. These releases will be subject to certain exceptions set forth in the Separation and Distribution Agreement.

        Indemnification.    We and SPX will agree to indemnify each other against certain liabilities in connection with the spin-off and our respective businesses and other matters specified in the Separation and Distribution Agreement. The Separation and Distribution Agreement will also specify procedures with respect to claims subject to indemnification and related matters.

        Insurance.    The Separation and Distribution Agreement will provide for the allocation between us and SPX of rights and obligations under existing insurance policies and sets forth procedures for the administration of insured claims. In addition, the Separation and Distribution Agreement will allocate between us and SPX right to proceeds and obligations to incur certain deductibles under certain insurance policies.

        Dispute Resolution.    In the event of any dispute arising out of the Separation and Distribution Agreement, the general counsels of the parties and such other representatives as the parties designate will negotiate to resolve the dispute. If the parties are unable to resolve the dispute in this manner within 60 days, then at the request of any party, the dispute will be resolved through binding arbitration

        Other Matters Governed by the Separation and Distribution Agreement.    Other matters governed by the Separation and Distribution Agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

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Tax Matters Agreement

        Prior to the spin-off, Flowco and SPX will enter into a Tax Matters Agreement that will govern the parties' respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters. Under the Tax Matters Agreement, SPX generally will be responsible for all U.S. federal and state income taxes incurred through the effective time of the distribution, and SPX and Flowco will each generally be responsible for any other taxes attributable to the businesses of SPX or Flowco, respectively.

        Under the Tax Matters Agreement, certain special rules and indemnities would apply in the event the spin-off is not tax-free. We will agree in the Tax Matters Agreement (i) generally not to enter into certain transactions that could cause the spin-off to be taxable, and (ii) to indemnify SPX for any tax liabilities resulting from such a transaction. For example, during the two-year period following the distribution, among other restrictions, we may not, subject to certain exceptions, enter into or authorize: (1) any transaction resulting in an acquisition of our stock or assets beyond certain thresholds; (2) any merger, consolidation or liquidation; (3) any issuances of equity securities beyond certain thresholds; or (4) any repurchases of our common stock beyond certain thresholds. Our indemnification obligations to SPX under the Tax Matters Agreement will not be limited in amount or subject to any cap. In addition, under certain circumstances, if the spin-off becomes taxable to SPX, we may be required to make payments to SPX in respect of any resulting tax benefits to us, if, as and when such benefits are realized.

        Our covenants and obligations under the Tax Matters Agreement may discourage, delay or prevent a change of control that you may consider favorable. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS. In the event that the spin-off fails to qualify for its intended tax treatment and we are required to indemnify SPX for any resulting taxes, such liability could have a material adverse effect on our business.

Employee Matters Agreement

        We will enter into an Employee Matters Agreement with SPX that will set forth our agreement with SPX on the allocation of employees to Flowco and obligations and responsibilities regarding compensation, benefits and labor matters. Under the Employee Matters Agreement, effective as of the effective date of the spin-off (the "Effective Date"), Flowco and SPX will allocate all employees of SPX and its affiliates immediately before the Effective Date to either Flowco or to SPX based upon whether each employee's employment duties before the Effective Date relate to the Flowco business or the business of SPX and upon various other factors as applicable.

        The Employee Matters Agreement will provide that, unless otherwise specified in the Employee Matters Agreement, SPX will be responsible for liabilities associated with employees who will be employed by SPX following the spin-off and all former employees of SPX as of the Effective Date, and Flowco will be responsible for liabilities associated with employees who will be employed by Flowco following the spin-off.

        The Employee Matters Agreement will provide that, in general, Flowco employees will be eligible to participate in Flowco benefit plans following the spin-off that have terms that are substantially comparable to those of corresponding SPX benefit plans, in most cases only to the extent that the applicable Flowco employee participated in the corresponding SPX benefit plan immediately prior to the spin-off. In general, we will credit each Flowco employee with his or her service with SPX prior to the spin-off for all purposes under the Flowco benefit plans to the same extent that such service was credited by SPX for similar purposes (except for purposes of benefit accrual under a defined benefit pension plan).

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        The Employee Matters Agreement will also include provisions relating to cooperation between Flowco and SPX on matters relating to employees and employee benefits and other administrative provisions.

        The Employee Matters Agreement will also provide for the mechanics for the conversion, cancellation or replacement of equity awards granted under SPX equity plans. For more information about the treatment of outstanding stock options and unvested equity awards, see "Executive Compensation—Compensation Discussion and Analysis—2015 Compensation Changes" beginning on page 115.

Transition Services Agreement

        Prior to the spin-off, we will enter into a Transition Services Agreement with SPX, under which SPX or certain of its subsidiaries will provide us, and we will provide SPX or certain of its subsidiaries, with certain services to help ensure an orderly transition following the distribution.

        The services we expect SPX to provide to us include information technology, human resources, finance and financial reporting and other administrative services. The services we expect to provide to SPX include information technology, human resources, finance and financial reporting, tax compliance, facility access and other administrative services. The charge for these services will be intended to allow SPX or us, as applicable, to recover the direct and indirect costs incurred in providing such services, in a manner generally consistent with past practice. The Transition Services Agreement will contain customary mutual indemnification provisions.

        The Transition Services Agreement will generally provide for a term of services starting at the distribution and continuing for a period of up to twelve (12) months following the distribution. Other than with respect to certain fixed-term pass-through services, the applicable recipient of services may terminate any transition services it is receiving upon prior notice to the other party, upon thirty (30) days' notice. Any extension or renewal of the Transition Services Agreement or the services provided thereunder would require mutual agreement of SPX and us.

Trademark License Agreement

        SPX has transferred all its rights to use the SPX logo and trademark to Flowco as well as certain know-how used in the conduct of the Flowco business. We intend to enter into a Trademark License Agreement with SPX pursuant to which SPX will receive a royalty-free exclusive license to use certain names, licensees and trademarks in its business. SPX will have up to 18 months after the distribution date to cease use of the SPX logo in its business. SPX may continue to use "SPX" in its marketing materials for three years. SPX will have perpetual license to use the name "SPX" in its corporate name and in the name of its subsidiaries. SPX will have the right to use a mark that is substantially distinct from the existing SPX mark and logo, as approved by Flowco, for up to 20 years with the right of automatic renewal.

Related Party Transactions

Policy Governing Related Person Transactions

        Our Board will adopt a written policy pursuant to which our Audit Committee will be presented with a description of any related party transactions for them to consider for approval. The policy will be designed to operate in conjunction with and as a supplement to the provisions of our code of business conduct.

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DESCRIPTION OF MATERIAL INDEBTEDNESS AND OTHER FINANCING ARRANGEMENTS

        We expect that, in connection with the spin-off, we will incur indebtedness of approximately $1.0 billion, including $600.0 aggregate principal amount of the 2017 Notes, which we will become obligated to repay.

        We cannot assure you that we will be able to incur the new indebtedness on favorable terms or at all.

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Financial Condition" for a description of such financing arrangements.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        As of the date of this information statement, SPX beneficially owns all of our outstanding common stock. After the spin-off, SPX will not own any of our common stock.

        The following table shows the anticipated beneficial ownership of our common stock immediately following the spin-off by:

•

each person who we believe, based on the assumptions described below, will beneficially own more than 5% of the outstanding shares of the common stock of Flowco;

•

each of Flowco's five most highly paid executive officers in 2014;

•

each of the persons who will serve on our Board following the spin-off; and

•

all of our NEOs and directors as a group.

        Except as otherwise noted below, we based the share amounts shown on each person's beneficial ownership of SPX common stock on [    ·    ], 2015, and a distribution ratio of one share of our common stock for every share of SPX common stock held by such person.

        To the extent our directors and executive officers own SPX common stock at the record date of the spin-off, they will participate in the distribution on the same terms as other holders of SPX common stock.

        Except as otherwise noted in the footnotes below, each person or entity identified in the tables below has sole voting and investment power for the securities owned by such person or entity.

        Immediately following the spin-off, we estimate that 41 million shares of our common stock will be issued and outstanding, based on the number of shares of SPX common stock expected to be outstanding as of the record date. The actual number of shares of our common stock outstanding following the spin-off will be determined on [    ·    ], 2015, the record date.

Stock Ownership of Certain Beneficial Owners

Common Stock Beneficially Owned
	Number of Shares(1)		Percentage of Class
Directors:
Named Executive Officers:
All Directors and Executive Officers as a group ([·] Persons)		[·]		[·]
Principal Shareholders:

(1)

Pursuant to SEC regulations, shares receivable through the exercise of employee stock options that are exercisable within 60 days after are deemed to be beneficially owned as of [    ·    ], 2015.

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DESCRIPTION OF CAPITAL STOCK

General

        Prior to the distribution date SPX, as our sole shareholder, will approve and adopt our amended and restated certificate of incorporation, and our Board will approve and adopt our amended and restated by-laws. The following summarizes information concerning our capital stock, including material provisions of our amended and restated certificate of incorporation, our amended and restated by-laws and certain provisions of Delaware law. You are encouraged to read the forms of our amended and restated certificate of incorporation and our amended and restated by-laws, which have been filed as exhibits to our Registration Statement on Form 10, of which this information statement is part, for greater detail with respect to these provisions.

Authorized Capital Stock

        Under our amended and restated certificate of incorporation, our authorized capital stock will consist of 300 million shares of common stock, par value $0.01 per share, and 3 million shares of preferred stock without par value.

Common Stock

        Shares Outstanding.    We estimate that approximately 41 million shares of our common stock will be issued and outstanding immediately after the spin-off, based on approximately 41 million shares of SPX common stock that we expect will be outstanding as of the record date and a distribution ratio of one-to-one. The actual number of shares of our common stock outstanding following the spin-off will depend on the actual number of shares of SPX outstanding on the record date.

        Dividends.    Subject to the preferential rights, if any, of the holders of any outstanding series of our preferred stock, holders of shares of our common stock will be entitled to receive dividends out of any of our funds legally available when, as and if declared by our Board. The timing, declaration, amount and payment of future dividends will depend on our financial condition, earnings, capital requirements and debt service obligations, as well as legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. Our Board will make all decisions regarding our payment of dividends from time to time in accordance with applicable law. See "Dividend Policy" and "Risk Factors—We cannot assure you that we will pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock."

        Voting Rights.    Each holder of our common stock is entitled to one vote per share on all matters on which stockholders are generally entitled to vote. Our amended and restated certificate of incorporation will not provide for cumulative voting in the election of directors.

        Liquidation.    If we liquidate, dissolve or wind up our affairs, holders of our common stock will be entitled to share proportionately in our assets available for distribution to stockholders, subject to the preferential liquidation rights, if any, of the holders of any outstanding series of our preferred stock.

        Other Rights.    All of our outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock we will issue in connection with the spin-off also will be fully paid and nonassessable. The holders of our common stock have no preemptive rights and no rights to convert their common stock into any other securities, and our common stock is not subject to any redemption or sinking fund provisions.

Transferability of Shares of Our Common Stock

        The shares of our common stock that you will receive in the distribution will be freely transferable, unless you are considered an "affiliate" of ours under Rule 144 under the Securities Act. Persons who

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can be considered our affiliates after the distribution generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with us, and may include certain of our officers and directors. We estimate that our directors and officers, who may be considered "affiliates" for purposes of Rule 144, will beneficially own approximately [    ·    ] shares of our common stock immediately following the distribution. See the section entitled "Security Ownership of Certain Beneficial Owners and Management" for more information.

        Our affiliates may sell shares of our common stock received in the distribution only:

•

under a registration statement that the Securities and Exchange Commission has declared effective under the Securities Act; or

•

under an exemption from registration under the Securities Act, such as the exemption afforded by Rule 144.

        In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period commencing 180 days after the date the registration statement of which this information statement is a part is declared effective, a number of shares of our common stock that does not exceed the greater of:

•

1.0 percent of our common stock then outstanding; or

•

the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 for the sale.

        Rule 144 also includes restrictions governing the manner of sale. Sales may not be made under Rule 144 unless certain information about us is publicly available.

Preferred Stock

        Under our amended and restated certificate of incorporation and subject to the limitations prescribed by law, our Board, without shareholder approval, may issue our preferred stock in one or more series, and may establish from time to time the number of shares to be included in such series and may fix the designation, powers, privileges, preferences and relative participating, optional or other rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. See "—Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation and By-laws."

        Our preferred stock will, if issued, be fully paid and nonassessable. When and if we issue preferred stock, we will establish the applicable preemptive rights, dividend rights, voting rights, conversion privileges, redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other relative rights, preferences and limitations for the particular preferred stock series.

Anti-Takeover Effects of Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws

Amended and Restated Certificate of Incorporation and Amended and Restated By-laws

        Prior to the distribution date, SPX, as our sole stockholder, will approve and adopt our amended and restated certificate of incorporation, and our Board will approve and adopt our amended and restated by-laws. Our amended and restated certificate of incorporation and amended and restated by-laws will contain, and Delaware statutory law contains, provisions that could make acquisition of our Company by means of a tender offer, a proxy contest or otherwise more difficult. These provisions are intended to discourage certain types of coercive takeover practices and takeover bids that our Board

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may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our Board. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. These provisions are substantially similar to the provisions currently applicable to SPX under its certificate of incorporation and bylaws and under Delaware statutory law. The description set forth below is only a summary and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated by-laws, which have been filed as exhibits to our Registration Statement on Form 10, of which this information statement is part.

        Blank Check Preferred Stock.    Our amended and restated certificate of incorporation will permit us to issue, without any further vote or action by the stockholders, up to [    ·    ] million shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of the series, and the preferences and relative, participating, optional and other rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. The ability to issue such preferred stock could discourage potential acquisition proposals and could delay or prevent a change in control.

        Classified Board of Directors.    Our amended and restated certificate of incorporation and by-laws will provide for a classified board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms, and each year our stockholders will elect one class of our directors. The directors designated as Class I directors will serve for an initial term expiring at the 2016 annual meeting of stockholders, the directors designated as Class II directors will serve for an initial term expiring at the 2017 annual meeting of stockholders, and the directors designated as Class III directors will serve for an initial expiring at the 2018 annual meeting of stockholders. Under this classified board structure, it would take at least two elections of directors for any individual or group to gain control of our Board. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of our Company.

        Number of Directors; Filling Vacancies; Removal.    Our amended and restated certificate of incorporation and by-laws will provide that the Board will consist of not less than three members, with the exact number of directors to be fixed exclusively by the Board. In addition, our amended and restated certificate of incorporation and by-laws will provide that any board vacancy, including a vacancy resulting from an increase in the number of directors, may be filled solely by the affirmative vote of a majority of the remaining directors then in office even though that may be less than a quorum of the Board. Delaware statutory law provides that, if a Delaware corporation has a classified board, as we are expected to have, its directors may only be removed for cause. Our amended and restated certificate of incorporation will provide that any director, or the entire Board, may be removed from office at any time, only for cause, by the affirmative vote of the holders of at least 80 percent of the combined voting power of the then outstanding shares of our stock entitled to vote generally in the election of directors, voting together as a single class. These provisions will prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

        Special Meetings.    Our amended and restated certificate of incorporation and by-laws will provide that special meetings of the stockholders may only be called by our Board or certain officers of our Company. These provisions will make it more difficult for stockholders to take an action opposed by our Board.

        No Stockholder Action by Written Consent Unless Approved by the Board.    Our amended and restated certificate of incorporation will require that all actions to be taken by stockholders must be taken at a duly called annual or special meeting, and stockholders will not be permitted to act by

147

written consent. These provisions will make it more difficult for stockholders to take an action opposed by our Board.

        Amendments to Our Certificate of Incorporation.    Our amended and restated certificate of incorporation will provide that the affirmative vote of the holders of at least 80 percent of the voting power of all shares of our Company entitled to vote generally in the election of directors, voting together as a single class, will be required to alter, amend, adopt any provision inconsistent with or repeal certain provisions in our amended and restated certificate of incorporation, including those provisions providing for a classified board, provisions regarding the filling of vacancies on the Board and provisions providing for the removal of directors. These provisions will make it more difficult for stockholders to make changes to our certificate of incorporation.

        Amendments to Our By-laws.    Our amended and restated certificate of incorporation will provide that, notwithstanding any other provision of our amended and restated certificate of incorporation or by-laws, the affirmative vote of the holders of at least 80 percent of the voting power of all the shares of our Company entitled to vote generally in the election of directors, voting as a single class, will be required to amend or repeal, or adopt any provisions inconsistent with, certain provisions in our by-laws, including those provisions providing for a classified board, provisions regarding the filling of vacancies on the Board and provisions providing for the removal of directors. These provisions will make it more difficult for stockholders to make changes to our by-laws that are opposed by our Board.

        Requirements for Advance Notification of Stockholder Nomination and Proposals.    Under our amended and restated by-laws, stockholders of record will be able to nominate persons for election to our board of directors or bring other business constituting a proper matter for stockholder action at annual meetings only by providing proper notice to our secretary. Proper notice must be generally received not later than the close of business on the 120th day, nor earlier than the 150th day, prior to the anniversary date of the immediately preceding annual meeting (or, in some cases, prior to the tenth day following the announcement of the meeting) and must include, among other information, the name and address of the stockholder giving the notice, certain information relating to each person whom such stockholder proposes to nominate for election as a director and a brief description of any business such stockholder proposes to bring before the meeting. Nothing in our amended and restated by-laws will be deemed to affect any rights of stockholders to request inclusion of proposals in our proxy statement pursuant to Rule 14a-8 under the Exchange Act. Stockholders wishing to recommend a nominee for director for the 2016 annual meeting of stockholders must give proper notice to our secretary not earlier than [    ·    ] nor later than [    ·    ].

        Contests for the election of directors or the consideration of stockholder proposals will be precluded if the proper procedures are not followed. Third parties may therefore be discouraged from conducting a solicitation of proxies to elect their own slate of directors or to approve their own proposals.

Exclusive Forum

        Our amended and restated certificate of incorporation will provide that unless our Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for any derivative action or proceeding brought on behalf of our Company, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our Company to our Company or the stockholders, any action asserting a claim against our Company or any director or officer of our Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or by-laws, or any action asserting a claim governed by the internal affairs doctrine of the State of Delaware will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

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Section 203 of the Delaware General Corporation Law

        Section 203 of the DGCL provides that, subject to certain specified exceptions, a corporation will not engage in any "business combination" with any "interested stockholder" for a three-year period following the time that such stockholder becomes an interested stockholder unless (1) before that time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain shares) or (3) on or after such time, both the board of directors of the corporation and at least 66²/3 percent of the outstanding voting stock which is not owned by the interested stockholder approves the business combination. Section 203 of the DGCL generally defines an "interested stockholder" to include (x) any person that owns 15 percent or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and owned 15 percent or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date and (y) the affiliates and associates of any such person.

        Section 203 of the DGCL generally defines a "business combination" to include (1) mergers and sales or other dispositions of 10 percent or more of the corporation's assets with or to an interested stockholder, (2) certain transactions resulting in the issuance or transfer to the interested stockholder of any stock of the corporation or its subsidiaries, (3) certain transactions which would increase the proportionate share of the stock of the corporation or its subsidiaries owned by the interested stockholder and (4) receipt by the interested stockholder of the benefit (except proportionately as a stockholder) of any loans, advances, guarantees, pledges, or other financial benefits.

        Under certain circumstances, Section 203 of the DGCL makes it more difficult for a person who would be an "interested stockholder" to effect various business combinations with a corporation for a three-year period, although the amended and restated certificate of incorporation or stockholder-adopted by-laws may exclude a corporation from the restrictions imposed under Section 203. Neither our amended and restated certificate of incorporation nor our amended and restated by-laws will exclude Flowco from the restrictions imposed under Section 203 of the DGCL. We anticipate that Section 203 may encourage companies interested in acquiring us to negotiate in advance with our Board since the stockholder approval requirement would not be applicable if our Board approves, prior to the time the stockholder becomes an interested stockholder, either the business combination or the transaction which results in the stockholder becoming an interested stockholder.

Transfer Agent and Registrar

        After the distribution, we expect that the transfer agent and registrar for our common stock will be Computershare.

Listing

        We have applied for authorization to list Flowco common stock on the NYSE under the ticker symbol "FLOW."

Liability and Indemnification of Directors and Officers

        Elimination of Liability of Directors.    Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by the DGCL, no director will be personally liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to our Company or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (which concerns unlawful payments of dividends, stock purchases

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or redemptions), or (4) for any transaction from which the director derives an improper personal benefit.

        While our amended and restated certificate of incorporation will provide directors with protection from awards for monetary damages for breaches of their duty of care, it will not eliminate this duty. Accordingly, our amended and restated certificate of incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director's breach of his or her duty of care. The provisions of our amended and restated certificate of incorporation described above apply to an officer of Flowco only if he or she is a director of Flowco and is acting in his or her capacity as director, and do not apply to officers of Flowco who are not directors.

        Indemnification of Directors and Officers.    Our amended and restated certificate of incorporation will require us to indemnify and hold harmless any person who was or is a party to or is involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or an officer of Flowco or is or was serving at our request as a director, officer or employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent authorized by the DGCL, or any other applicable law, as it exists or may be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement by such person) reasonably incurred in connection with such service (provided that, in the case of a proceeding initiated by such person, we will only indemnify such person if the proceeding was specifically authorized by our Board). This right of indemnity will be a contract right and will include, with certain limitations and exceptions, a right to be paid by our Company the expenses incurred in defending such proceedings in advance of its final disposition. We will be authorized under our amended and restated certificate of incorporation to carry directors' and officers' insurance protecting us, and any director, officer, employee or agent of ours or another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not we would have the power to indemnify the person under the DGCL or any other applicable law. Our amended and restated certificate of incorporation will also permit our Board to indemnify or advance expenses to any of our employees or agents or other persons serving our Company to the fullest extent permitted with respect to our directors and officers in our amended and restated certificate of incorporation.

        The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation may discourage stockholders from bringing a lawsuit against our directors for breach of fiduciary duty. These provisions also may reduce the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment in our common stock may be adversely affected to the extent we pay the costs of settlement and damage awards under these indemnification provisions.

        By its terms, the indemnification provided for in our amended and restated certificate of incorporation will not be exclusive of any other rights that the indemnified party may be or become entitled to under any statute, provision of our amended and restated certificate of incorporation or by-law, agreement, vote of stockholders or disinterested directors, or otherwise. Any amendment, termination, repeal or modification of our amended and restated certificate of incorporation's indemnification provisions will be, by the terms of our amended and restated certificate of incorporation, prospective only and will not adversely affect the rights or protection of a director, officer, employee or agent of our Company existing at the time of such amendment, termination, repeal or modification.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a Registration Statement on Form 10 for the shares of common stock that SPX shareholders will receive in the distribution. This information statement does not contain all of the information contained in the Form 10 and the exhibits to the Form 10. We have omitted some items in accordance with the rules and regulations of the SEC. For additional information relating to us and the spin-off, we refer you to the Form 10 and its exhibits, which are on file at the offices of the SEC. Statements contained in this information statement about the contents of any contract or other document referred to may not be complete, and in each instance, if we have filed the contract or document as an exhibit to the Form 10, we refer you to the copy of the contract or other documents so filed. We qualify each statement in all respects by the relevant reference.

        You may inspect and copy the Form 10 and exhibits that we have filed with the SEC at the SEC's Public Reference Room at 100 F Street, N. E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. In addition, the SEC maintains an Internet site at www.sec.gov, from which you can electronically access the Form 10, including its exhibits.

        We maintain an Internet site at www.spxflow.com. We do not incorporate our Internet site, or the information contained on that site or connected to that site, into the information statement or our Registration Statement on Form 10.

        As a result of the distribution, we will be required to comply with the full informational requirements of the Exchange Act. We will fulfill those obligations with respect to these requirements by filing periodic reports and other information with the SEC.

        We plan to make available, free of charge, on our Internet site our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed under Section 16 of the Exchange Act and amendments to those reports as soon as reasonably practicable after we electronically file or furnish those materials to the SEC.

        You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

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Index to Financial Statements

Flow Business Audited Annual Combined Financial Statements:
Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP	F-2
Combined Financial Statements:
Combined Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	F-3
Combined Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012	F-4
Combined Balance Sheets as of December 31, 2014 and 2013	F-5
Combined Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012	F-6
Combined Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	F-7
Notes to Combined Financial Statements	F-8
Flow Business Unaudited Interim Condensed Combined Financial Statements:
Condensed Combined Statements of Operations for the Six Months Ended June 27, 2015 and June 28, 2014	F-49
Condensed Combined Statements of Comprehensive Income (Loss) for the Six Months Ended June 27, 2015 and June 28, 2014	F-50
Condensed Combined Balance Sheets as of June 27, 2015 and December 31, 2014	F-51
Condensed Combined Statements of Equity for the Six Months Ended June 27, 2015 and June 28, 2014	F-52
Condensed Combined Statements of Cash Flows for the Six Months Ended June 27, 2015 and June 28, 2014	F-53
Notes to Condensed Combined Financial Statements	F-54

        The Financial Statements identified above relate to SPX Corporation's Flow Technology reportable segment, its Hydraulic Technologies business, and certain corporate subsidiaries (hereinafter referred to as the "Flow Business.")

        All schedules are omitted because they are not applicable, not required or because the required information is included in our combined financial statements or notes thereto.

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of SPX Corporation:
Charlotte, NC

        We have audited the accompanying combined balance sheets of the flow and hydraulic technologies operations of SPX Corporation ("SPX"), which consist of the flow and hydraulic technologies operations as well as certain corporate subsidiaries (hereinafter referred to as the "Flow Business"), as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2014. These combined financial statements are the responsibility of SPX's management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Flow Business is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Flow Business' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such combined financial statements present fairly, in all material respects, the financial position of the Flow Business as of December 31, 2014 and 2013 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

        As described in Note 1, the accompanying combined financial statements have been prepared from the separate records maintained by the Flow Business and SPX. The combined financial statements also include expense allocations for certain corporate functions historically provided by SPX. These allocations may not be reflective of the actual expense that would have been incurred had the Flow Business operated as a separate entity apart from SPX. A summary of transactions with related parties is included in Note 17 to the combined financial statements.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina
May 14, 2015

F-2

Flow Business

Combined Statements of Operations

(in millions)

	Year ended December 31,
	2014			2013			2012
Revenues	$	2,769.6		$	2,804.8		$	2,846.3
Costs and expenses:
Cost of products sold		1,833.1			1,906.8			1,970.6
Selling, general and administrative		629.9			618.9			643.0
Intangible amortization		26.1			27.2			28.4
Impairment of intangible assets		11.7			4.7			2.0
Special charges, net		14.2			16.0			13.4
Operating income		254.6			231.2			188.9
Other income (expense), net		2.2			(5.2	)		(3.4	)
Related party interest expense, net		(25.8	)		(36.3	)		(55.6	)
Other interest income (expense), net		2.4			1.6			(0.4	)
Income before income taxes		233.4			191.3			129.5
Income tax provision		(97.5	)		(58.8	)		(0.6	)
Net income		135.9			132.5			128.9
Less: Net income attributable to noncontrolling interests		1.4			1.5			2.0
Net income attributable to the Flow Business	$	134.5		$	131.0		$	126.9

The accompanying notes are an integral part of these combined financial statements.

F-3

Flow Business

Combined Statements of Comprehensive Income (Loss)

(in millions)

	Year ended December 31,
	2014			2013			2012
Net income	$	135.9		$	132.5		$	128.9
Other comprehensive income (loss), net
Pension liability adjustment, net of tax provision of $0.1 in 2014 and 2012		0.2			—			0.1
Net unrealized gains (losses) on qualifying cash flow hedges, net of tax benefit of $0.4 in 2013		—			(0.6	)		0.6
Net unrealized gains (losses) on available-for-sale securities		3.7			(0.6	)		(1.6	)
Foreign currency translation adjustments		(202.5	)		10.8			55.7
Other comprehensive income (loss), net		(198.6	)		9.6			54.8
Total comprehensive income (loss)		(62.7	)		142.1			183.7
Less: Total comprehensive income attributable to noncontrolling interests		3.1			0.7			2.3
Total comprehensive income (loss) attributable to the Flow Business	$	(65.8	)	$	141.4		$	181.4

The accompanying notes are an integral part of these combined financial statements.

F-4

Flow Business

Combined Balance Sheets

(in millions)

	December 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash and equivalents	$	216.6		$	257.8
Accounts receivable, net		591.9			715.3
Related party accounts receivable		16.6			6.9
Inventories, net		330.0			342.2
Other current assets		36.4			59.5
Deferred income taxes		52.6			46.3
Total current assets		1,244.1			1,428.0
Property, plant and equipment:
Land		30.8			30.0
Buildings and leasehold improvements		158.6			165.2
Machinery and equipment		350.0			336.1
		539.4			531.3
Accumulated depreciation		(267.0	)		(246.6	)
Property, plant and equipment, net		272.4			284.7
Goodwill		1,081.0			1,165.0
Intangibles, net		659.3			740.7
Other assets		64.2			108.9
Related party notes receivable		707.1			763.4
TOTAL ASSETS	$	4,028.1		$	4,490.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	252.0		$	290.9
Related party accounts payable		11.9			8.1
Accrued expenses		426.1			525.8
Income taxes payable		35.4			26.3
Short-term debt		6.0			1.5
Current maturities of long-term debt		1.7			2.3
Current maturities of related party notes payable		36.8			37.5
Total current liabilities		769.9			892.4
Long-term debt		10.3			14.2
Related party notes payable		966.3			950.9
Deferred and other income taxes		234.1			273.4
Other long-term liabilities		108.7			109.3
Total long-term liabilities		1,319.4			1,347.8
Commitments and contingent liabilities (Note 13)
Equity:
Parent company investment		2,144.6			2,257.8
Accumulated other comprehensive loss		(219.2	)		(18.9	)
Total parent company equity		1,925.4			2,238.9
Noncontrolling interests		13.4			11.6
Total equity		1,938.8			2,250.5
TOTAL LIABILITIES AND EQUITY	$	4,028.1		$	4,490.7

The accompanying notes are an integral part of these combined financial statements.

F-5

Flow Business

Combined Statements of Equity

(in millions)

	Parent Company Investment			Accumulated Other Comprehensive Loss			Total Parent Company Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2011	$	1,705.4		$	(83.8	)	$	1,621.6		$	7.4		$	1,629.0
Net income		126.9			—			126.9			2.0			128.9
Other comprehensive income, net		—			54.5			54.5			0.3			54.8
Net transfers from parent		29.9			—			29.9			—			29.9
Dividends attributable to noncontrolling interests		—			—			—			(0.7	)		(0.7	)
Balance at December 31, 2012		1,862.2			(29.3	)		1,832.9			9.0			1,841.9
Net income		131.0			—			131.0			1.5			132.5
Other comprehensive income (loss), net		—			10.4			10.4			(0.8	)		9.6
Net transfers from parent		264.6			—			264.6			—			264.6
Other changes in noncontrolling interests		—			—			—			1.9			1.9
Balance at December 31, 2013		2,257.8			(18.9	)		2,238.9			11.6			2,250.5
Net income		134.5			—			134.5			1.4			135.9
Other comprehensive income (loss), net		—			(200.3	)		(200.3	)		1.7			(198.6	)
Net transfers to parent		(247.7	)		—			(247.7	)		—			(247.7	)
Dividends attributable to noncontrolling interests		—			—			—			(0.5	)		(0.5	)
Other changes in noncontrolling interests		—			—			—			(0.8	)		(0.8	)
Balance at December 31, 2014	$	2,144.6		$	(219.2	)	$	1,925.4		$	13.4		$	1,938.8

The accompanying notes are an integral part of these combined financial statements.

F-6

Flow Business

Combined Statements of Cash Flows

(in millions)

	Year ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	135.9		$	132.5		$	128.9
Adjustments to reconcile net income to net cash from operating activities
Special charges, net		14.2			16.0			13.4
Impairment of intangible assets		11.7			4.7			2.0
Deferred and other income taxes		22.4			(10.3	)		(26.3	)
Depreciation and amortization		65.8			69.9			67.3
Changes in operating assets and liabilities, net of effects from acquisition
Accounts receivable and other assets		64.4			35.4			(144.5	)
Inventories		(9.6	)		13.1			63.2
Accounts payable, accrued expenses and other		11.4			16.4			60.6
Cash spending on restructuring actions		(13.6	)		(14.4	)		(14.0	)
Net cash from operating activities		302.6			263.3			150.6
Cash flows used in investing activities:
Amounts advanced for related party notes receivable		—			(743.3	)		—
Repayments of related party notes receivable		—			5.6			6.8
Proceeds from asset sales and other, net		7.3			12.0			5.6
Increase in restricted cash		(0.6	)		—			—
Business acquisition and other investments, net of cash acquired		—			(2.9	)		(31.4	)
Capital expenditures		(40.7	)		(23.4	)		(26.3	)
Net cash used in investing activities		(34.0	)		(752.0	)		(45.3	)
Cash flows from (used in) financing activities:
Borrowings under related party notes payable		—			147.5			2.9
Repayments of related party notes payable		(6.7	)		(5.2	)		—
Borrowings under other financing arrangements		5.7			3.1			7.1
Repayments of other financing arrangements		(3.9	)		(20.3	)		(41.4	)
Change in noncontrolling interests in subsidiary		(0.8	)		1.9			—
Dividends paid to noncontrolling interests		(0.5	)		—			(0.7	)
Change in parent company investment		(291.6	)		261.3			33.9
Net cash from (used in) financing activities		(297.8	)		388.3			1.8
Change in cash and equivalents due to changes in foreign currency exchange rates		(12.0	)		(4.8	)		5.2
Net change in cash and equivalents		(41.2	)		(105.2	)		112.3
Combined cash and equivalents, beginning of period		257.8			363.0			250.7
Combined cash and equivalents, end of period	$	216.6		$	257.8		$	363.0
Supplemental disclosure of cash flow information:
Interest paid	$	3.7		$	4.3		$	5.3
Income taxes paid, net of refunds of $6.2, $4.8 and $6.0 in 2014, 2013 and 2012, respectively	$	11.4		$	19.0		$	15.7
Non-cash investing and financing activity:
Debt assumed	$	—		$	—		$	0.4

The accompanying notes are an integral part of these combined financial statements.

F-7

Notes to Combined Financial Statements

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies

Background

        On October 29, 2014, SPX Corporation ("SPX") announced that its Board of Directors had unanimously approved a plan to spin off its Flow business, comprising its Flow Technology reportable segment, its Hydraulic Technologies business, and certain of its corporate subsidiaries (collectively, the "Company," "we," "us," or "our"), and separate into two distinct, publicly-traded companies. Under the plan, SPX would execute a spin-off of the Company by way of a pro-rata distribution of common stock of the Company to SPX's shareholders of record as of the spin-off transaction record date. In connection with the spin-off transaction, SPX is being treated as the accounting spinnor, consistent with the legal form of the transaction. Following the spin-off transaction, the Company will operate under the name SPX FLOW, Inc.

        We expect the transaction to be completed during the third quarter of 2015. The completion of the spin-off is subject to certain customary conditions, including effectiveness of the appropriate filings with the Securities and Exchange Commission and final approval by SPX's Board of Directors. There are no assurances as to when the planned spin-off will be completed, if at all.

        The Company engineers, designs, manufactures and markets products and solutions used to process, blend, filter, dry, meter and transport fluids with a focus on original equipment installation, including turn-key systems, modular systems and components, as well as comprehensive aftermarket components and support services. Primary component offerings include engineered pumps, valves, mixers, plate heat exchangers, dehydration and filtration technologies, and industrial tools and hydraulic units. The Company primarily serves customers in the food and beverage, power and energy and industrial end markets.

Basis of Presentation

        The accompanying combined financial statements reflect the combined operations of the Company as it will be constituted following the spin-off. The combined financial statements have been derived from the consolidated financial statements and accounting records of SPX and have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The combined financial statements may not be indicative of the Company's future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated as an independent company during the periods presented.

        The combined statements of operations include costs for certain centralized functions and programs provided and/or administered by SPX that are charged directly to SPX's business units, including business units of the Company. These centralized functions and programs include, but are not limited to, information technology, payroll services, shared services for accounting, supply chain and manufacturing operations, and business and health insurance coverage. In recent years, SPX has continued to centralize certain functions in an effort to reduce overall costs and standardize processes across its businesses. During the years ended December 31, 2014, 2013 and 2012, $109.0, $77.0 and $56.0, respectively, of such costs were directly charged to the Company's business units and were included in selling, general and administrative expenses in the accompanying combined statements of operations.

        In addition, for purposes of preparing these combined financial statements on a "carve-out" basis, we have allocated a portion of SPX's total corporate expenses to the Company. These expense

F-8

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies (Continued)

allocations include the cost of corporate functions and/or resources provided by SPX including, but not limited to, executive management, finance and accounting, legal, and human resources support, and the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China, and include the related benefit costs associated with such functions, such as pension and postretirement benefits and stock-based compensation. During the years ended December 31, 2014, 2013 and 2012, the Company was allocated $95.9, $73.9, and $89.7, respectively, of such general corporate and related benefit costs, which were primarily included within selling, general and administrative expenses in the combined statements of operations. In addition to an allocation of costs associated with SPX's corporate functions, including the related benefit costs, the combined financial statements include an allocation of corporate-related special charges. Costs were allocated to the Company based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional revenues of the Company to SPX's consolidated revenues from continuing operations. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented. The allocations may not, however, reflect the expenses the Company would have incurred if the Company had been a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic decisions made in areas such as information technology and infrastructure. Following the planned separation from SPX, the Company will perform these functions using its own resources or purchased services. For an interim period following the planned separation, however, some of these functions may continue to be provided by SPX under a transition services agreement. Additionally we may provide some services to SPX under the transition services agreement. In addition to the transition services agreement, we may enter into certain commercial agreements with SPX in connection with the planned separation.

        SPX utilizes a centralized approach to cash management and financing its operations. The cash and equivalents held by SPX at the corporate level are not specifically identifiable to the Company and therefore have not been reflected in the Company's combined balance sheets. Cash transfers between SPX and the Company (other than related to notes receivable and payable, as discussed further below) are accounted for through parent company investment. Cash and equivalents in the combined balance sheets represent cash and equivalents held locally by the Company's entities. SPX's third-party debt and the related interest expense have not been allocated to us for any of the periods presented as we were not the legal obligor of such debt.

        All intercompany transactions have been eliminated. All transactions between the Company and SPX (including its affiliates that are not part of the spin-off transaction) have been included in these combined financial statements. For those transactions historically settled in cash between the Company and SPX (including its affiliates that are not part of the spin-off transaction), the Company has reflected such balances in the combined balance sheets as of December 31, 2014 and 2013 as "Related party accounts receivable" or "Related party accounts payable." The aggregate net effect of such transactions not historically settled in cash between the Company and SPX has been reflected in the combined balance sheets as "Parent company investment" and in the combined statements of cash flows as "Change in parent company investment." In addition, the Company has amounts due from and due to SPX (and its affiliates that are not part of the spin-off transaction) supported by promissory notes. The respective amounts have been reflected in the Company's combined balance sheets as "Related party notes receivable" and "Related party notes payable," while the respective interest

F-9

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies (Continued)

income and interest expense amounts have been reflected in "Related party interest expense, net" within the Company's combined statements of operations.

        Investments in unconsolidated companies where we exercise significant influence but do not have control are accounted for using the equity method. In determining whether we are the primary beneficiary of a variable interest entity ("VIE"), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have interests in VIEs, primarily joint ventures, in which we are the primary beneficiary and others in which we are not. The financial position, results of operations and cash flows of our VIEs are not material, individually or in the aggregate, in relation to our combined financial statements.

        The Company operates on a calendar year-end.

Summary of Significant Accounting Policies

        Our significant accounting policies are described below, as well as in other Notes that follow.

        Foreign Currency Translation and Transactions—The financial statements of our foreign subsidiaries are translated into U.S. dollars in accordance with the Foreign Currency Matters Topic of the Financial Accounting Standards Board Codification ("Codification" or "ASC"). Balance sheet accounts are translated at the current rate at the end of each period and income statement accounts are translated at the average rate for each period. Gains and losses on foreign currency translations are reflected as a separate component of equity and other comprehensive income (loss). Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts and currency forward embedded derivatives, are included in "Other income (expense), net," with the related net losses totaling $2.6, $5.8 and $6.5 in 2014, 2013 and 2012, respectively.

        Cash Equivalents—We consider highly liquid money market investments with original maturities of three months or less at the date of purchase to be cash equivalents.

        Revenue Recognition—We recognize revenues from product sales upon shipment to the customer (e.g., FOB shipping point) or, to a lesser extent, upon receipt by the customer (e.g., FOB destination), in accordance with the agreed upon customer terms. Revenues from service contracts and long-term maintenance arrangements are recognized on a straight-line basis over the agreement period. Sales to distributors with return rights are recognized upon shipment to the distributor with expected returns estimated and accrued at the time of sale. The accrual considers restocking charges for returns and in some cases the distributor must issue a replacement order before the return is authorized. Actual return experience may vary from our estimates. We recognize revenues separately for arrangements with multiple deliverables that meet the criteria for separate units of accounting as defined by the Revenue Recognition Topic of the Codification. The deliverables under these arrangements typically include equipment, installation, maintenance, and extended warranties. Amounts allocated to each element are based on its objectively determined fair value, such as the sales price of the product or service when it is sold separately, competitor prices for similar products or our best estimate.

F-10

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies (Continued)

        We offer sales incentive programs primarily to effect volume rebates and promotional and advertising allowances. The liability for these programs, and the resulting reduction to reported revenues, is determined primarily through trend analysis, historical experience and expectations regarding customer participation.

        Amounts billed for shipping and handling are included in revenues. Costs incurred for shipping and handling are recorded in "Cost of products sold." Taxes assessed by governmental authorities that are directly imposed on a revenue-producing transaction between a seller and a customer are presented on a net basis (excluded from revenues) in our combined statements of operations.

        In addition, we recognize revenue from long-term construction/installation contracts under the percentage-of-completion method of accounting. The percentage-of-completion is measured principally by the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion. We recognize revenues for similar short-term contracts using the completed-contract method of accounting.

        Provisions for any estimated losses on uncompleted long-term contracts are made in the period in which such losses are determined. In the case of customer change orders for uncompleted long-term contracts, estimated recoveries are included for work performed in forecasting ultimate profitability on certain contracts. Due to uncertainties inherent in the estimation process, it is reasonably possible that completion costs, including those arising from contract penalty provisions and final contract settlements, will be revised in the near-term. Such revisions to costs and income are recognized in the period in which the revisions are determined.

        Costs and estimated earnings in excess of billings arise when revenues have been recorded but the amounts have not been billed under the terms of the contracts. These amounts are recoverable from customers upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of the contract. Claims related to long-term contracts are recognized as revenue only after we have determined that collection is probable and the amount can be reliably estimated. Claims made by us involve negotiation and, in certain cases, litigation or other dispute-resolution processes. In the event we incur litigation or other dispute-resolution costs in connection with claims, such costs are expensed as incurred, although we may seek to recover these costs. Claims against us are recognized when a loss is considered probable and amounts are reasonably estimable.

        We recognized $573.1, $612.8 and $693.1 in revenues under the percentage-of-completion method for the years ended December 31, 2014, 2013 and 2012, respectively. Costs and estimated earnings on

F-11

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies (Continued)

uncompleted contracts, from their inception, and related amounts billed as of December 31, 2014 and 2013 were as follows:

	2014			2013
Costs incurred on uncompleted contracts	$	1,424.9		$	1,316.2
Estimated earnings to date		324.1			262.0
		1,749.0			1,578.2
Less: Billings to date		(1,691.8	)		(1,528.8	)
		57.2			49.4
Net costs and estimated earnings in excess of billings assumed in the acquisition of Clyde Union (Holdings) S.A.R.L. ("Clyde Union")		—			4.2
Net costs and estimated earnings in excess of billings	$	57.2		$	53.6

        These amounts are included in the accompanying combined balance sheets at December 31, 2014 and 2013 as shown below. Amounts for billed retainages and receivables to be collected in excess of one year are not significant for the periods presented.

	2014			2013
Costs and estimated earnings in excess of billings(1)	$	139.5		$	168.2
Billings in excess of costs and estimated earnings on uncompleted contracts(2)		(82.3	)		(114.6	)
Net costs and estimated earnings in excess of billings	$	57.2		$	53.6

(1)

Reported as a component of "Accounts receivable, net."

(2)

Reported as a component of "Accrued expenses."

        Research and Development Costs—The Company conducts research and development activities for the purpose of developing and improving new products. The related expenditures are expensed as incurred and totaled $19.8, $17.7 and $18.1 in 2014, 2013 and 2012, respectively, and are classified within selling, general and administrative expense within the combined statements of operations.

        Property, Plant and Equipment—Property, plant and equipment ("PP&E") is stated at cost, less accumulated depreciation. We use the straight-line method for computing depreciation expense over the useful lives of PP&E, which do not exceed 40 years for buildings and range from 3 to 15 years for machinery and equipment. Depreciation expense, including amortization of capital leases, was $39.7, $42.7 and $38.9 for the years ended December 31, 2014, 2013 and 2012, respectively. Leasehold improvements are amortized over the life of the related asset or the life of the lease, whichever is shorter.

        Pension and Postretirement—For both the plans we sponsor and the plans sponsored by SPX, changes in the fair value of plan assets and actuarial gains and losses are recognized in earnings during the fourth quarter of each year, unless earlier remeasurement is required. Accordingly, the effects of plan investment performance, interest rate changes, and changes in actuarial assumptions are

F-12

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(1) Background, Basis of Presentation, and Summary of Significant Accounting Policies (Continued)

recognized as a component of earnings in the year in which they occur. The remaining components of pension/postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis. Pension and postretirement expense, as presented in the accompanying combined statements of operations, represents net periodic benefit expense associated with the plans that we sponsor, as well as an allocation of a portion of the net periodic benefit expense associated with the plans sponsored by SPX. Net liabilities of the plans we sponsor have been reflected in the combined balance sheets within "Accrued expenses" or "Other long-term liabilities." Net liabilities related to the allocated net periodic benefit expense associated with the plans sponsored by SPX have been reflected in the combined balance sheets within "Parent company investment."

        Income Taxes—For purposes of our combined financial statements, our income tax provision has been determined as if we file income tax returns on a stand-alone basis. The Company's tax results as presented in the combined financial statements may not be reflective of the results that the Company will generate in the future. In jurisdictions where the Company has been included in the tax returns filed by SPX, any income taxes payable resulting from the related income tax provision have been reflected in the balance sheet within "Parent company investment." Deferred income tax assets and liabilities, as presented in the combined balance sheets, reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess whether deferred tax assets will be realized and the adequacy of deferred tax liabilities, including the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.

        Derivative Financial Instruments—We use foreign currency forward contracts to manage our exposures to fluctuating currency exchange rates. Derivatives are recorded on the balance sheet and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair values of both the derivatives and the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives is recorded in accumulated other comprehensive income ("AOCI") and subsequently recognized in earnings when the hedged items impact earnings. Changes in the fair value of derivatives not designated as hedges, and the ineffective portion of cash flow hedges, are recorded in current earnings. We do not enter into financial instruments for speculative or trading purposes.

        For those transactions that are designated as cash flow hedges, on the date the derivative contract is entered into, we document our hedge relationship, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction. We also assess, both at inception and quarterly thereafter, whether such derivatives are highly effective in offsetting changes in the fair value of the hedged item. See Notes 12 and 16 for further information.

        Cash flows from hedging activities are included in the same category as the items being hedged, which is primarily operating activities.

        Parent Company Investment—Parent company investment in the combined balance sheets represents SPX's historical investment in us, our accumulated net earnings after taxes and the net effect of the transactions with and allocations from SPX. See "Basis of Presentation" above and Note 17 for additional information.

F-13

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(2) Use of Estimates

        The preparation of our combined financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues (e.g., our percentage-of-completion estimates described above) and expenses during the reporting period. We evaluate these estimates and judgments on an ongoing basis and base our estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from the estimates and assumptions used in the combined financial statements and related notes.

        Listed below are certain significant estimates and assumptions used in the preparation of our combined financial statements. Certain other estimates and assumptions are further explained in the related notes.

        Accounts Receivable Allowances—We provide allowances for estimated losses on uncollectible accounts based on our historical experience and the evaluation of the likelihood of success in collecting specific customer receivables. In addition, we maintain allowances for customer returns, discounts and invoice pricing discrepancies, with such allowances primarily based on historical experience. Summarized below is the activity for these allowance accounts.

	Year ended December 31,
	2014			2013			2012
Balance at beginning of year	$	21.7		$	23.3		$	16.4
Allowances provided		14.7			12.0			15.4
Write-offs, net of recoveries, credits issued and other		(14.4	)		(13.6	)		(8.5	)
Balance at end of year	$	22.0		$	21.7		$	23.3

        Inventory—We estimate losses for excess and/or obsolete inventory and the net realizable value of inventory based on the aging and historical utilization of the inventory and the evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

        Long-Lived Assets and Intangible Assets Subject to Amortization—We continually review whether events and circumstances subsequent to the acquisition of any long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be fully recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows on an undiscounted basis related to the assets are likely to exceed the related carrying amount. We will record an impairment charge to the extent that the carrying value of the assets exceed their fair values as determined by valuation techniques appropriate in the circumstances, which could include the use of similar projections on a discounted basis.

        In determining the estimated useful lives of definite-lived intangibles, we consider the nature, competitive position, life cycle position, and historical and expected future operating cash flows of each acquired asset, as well as our commitment to support these assets through continued investment and legal infringement protection.

F-14

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(2) Use of Estimates (Continued)

        Goodwill and Indefinite-Lived Intangible Assets—We test goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred to determine whether the carrying value exceeds the implied fair value. The fair value of reporting units is based generally on discounted projected cash flows, but we also consider factors such as comparable industry price multiples. We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about the carrying values of the reported net assets of our reporting units. The financial results of many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition, such as volume, price, service, product performance and technical innovations, as well as estimates associated with cost reduction initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Actual results may differ from these estimates under different assumptions or conditions. See Note 8 for further information, including discussion of impairment charges recorded in 2014, 2013 and 2012.

        Accrued Expenses—We make estimates and judgments in establishing accruals as required under GAAP. Summarized in the table below are the components of accrued expenses at December 31, 2014 and 2013.

	December 31,
	2014		2013
Unearned revenue(1)	$	203.9	$	286.0
Employee benefits		95.4		94.1
Warranty		17.4		20.2
Other(2)		109.4		125.5
Total	$	426.1	$	525.8

(1)

Unearned revenue includes billings in excess of costs and estimated earnings on uncompleted contracts accounted for under the percentage-of-completion method of revenue recognition, customer deposits and unearned amounts on service contracts.

(2)

Other consists of various items including, among other items, accrued commissions, accrued sales and value-added taxes, accruals for self-insurance, restructuring and freight costs.

        Legal—It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated. We do not discount legal obligations or reduce them by anticipated insurance recoveries.

        Environmental Remediation Costs—We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of related assets. We record liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. Our environmental accruals cover anticipated costs, including investigation, remediation and operation and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third

F-15

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(2) Use of Estimates (Continued)

parties. We generally do not discount environmental obligations or reduce them by anticipated insurance recoveries.

        Self-Insurance—SPX is self-insured for certain of its workers' compensation, automobile, product, general liability, disability and health costs and, thus, records an accrual for its retained liability. SPX's businesses, including the business units of the Company, are charged directly for their estimated share of the cost of these self-insured programs, with the Company's share of the cost included in our combined statements of operations. In addition, the Company's estimated share of SPX's retained liability for these programs has been reflected in our combined balance sheets within "Accrued expenses."

        Warranty—In the normal course of business, we issue product warranties for specific products and provide for the estimated future warranty cost in the period in which the sale is recorded. We provide for the estimate of warranty cost based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, actual claims costs may differ from amounts provided. In addition, due to the seasonal fluctuations at certain of our businesses, the timing of warranty provisions and the usage of warranty accruals can vary period to period. We make adjustments to initial obligations for warranties as changes in the obligations become reasonably estimable. The following is an analysis of our product warranty accrual for the periods presented:

	Year ended December 31,
	2014			2013			2012
Balance at beginning of year	$	20.4		$	23.2		$	21.7
Acquisition		—			—			3.7
Provisions		13.5			8.1			6.4
Usage		(14.2	)		(10.8	)		(8.9	)
Currency translation adjustment		(1.3	)		(0.1	)		0.3
Balance at end of year		18.4			20.4			23.2
Less: Current portion of warranty		17.4			20.2			22.7
Non-current portion of warranty	$	1.0		$	0.2		$	0.5

        Income Taxes—We review our income tax positions on a continuous basis and accrue for potential uncertain tax positions in accordance with the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are classified as "Income taxes payable" and "Deferred and other income taxes" in the accompanying combined balance sheets based on an expectation as to the timing of when the matter will be resolved. As events change or resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. For tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority, assuming such authority has full knowledge of all relevant information. These reviews also entail analyzing the realization of deferred tax assets. When we believe that it is more likely than not that we will not realize a benefit for a deferred tax asset based on all available evidence, we establish a valuation allowance against it.

F-16

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(2) Use of Estimates (Continued)

        Employee Benefit Plans—Certain of our employees participate in defined benefit pension and other postretirement plans we sponsor as well as plans sponsored by SPX. The expense for these plans is derived from an actuarial calculation based on the plans' provisions and assumptions regarding discount rates and rates of increase in compensation levels. Discount rates for most of the plans are based on representative bond indices. Rates of increase in compensation levels are established based on expectations of current and foreseeable future increases in compensation. Independent actuaries are consulted in determining these assumptions. See Notes 1 and 9 for further discussion of our accounting for pension and postretirement benefits.

(3) New Accounting Pronouncements

        The following is a summary of new accounting pronouncements that apply or may apply to our business.

        In July 2012, the Financial Accounting Standards Board ("FASB") issued an amendment to guidance relating to testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the revised guidance, entities testing such assets for impairment have the option of first performing a qualitative assessment to determine whether it is more likely than not that the carrying amount of an indefinite-lived intangible asset exceeds its fair value. If an entity determines, on the basis of qualitative factors, that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity shall calculate the fair value of the intangible asset and perform the quantitative impairment test in accordance with the Intangibles—Goodwill and Other Topic of the Codification. The amendment was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance on January 1, 2013, with no material impact on our combined financial statements.

        In February 2013, the FASB issued an amendment to guidance relating to the reporting of reclassifications out of AOCI. This guidance requires companies to present, in one place, information about significant amounts reclassified from AOCI. In addition, for significant items reclassified out of AOCI to net income in their entirety during the reporting period, companies must report the effect of such reclassifications on the respective line items in the statement of operations. For amounts not required to be reclassified to net income in their entirety, companies must reference the disclosures that provide additional detail about those amounts. This amendment was effective for interim and annual reporting periods beginning after December 15, 2012, and must be applied prospectively. We adopted this guidance on January 1, 2013, with the required disclosures included in Note 15.

        In March 2013, the FASB issued an amendment to guidance to resolve the diversity in practice relating to a parent entity's accounting for the cumulative translation adjustment ("CTA") upon derecognition of foreign subsidiaries or groups of assets. The amendment requires that any CTA related to the parent entity's investment in a foreign entity be released into earnings when a sale or transfer of the foreign subsidiary or group of assets results in the complete or substantially complete liquidation of the foreign entity. This amendment is effective for interim and annual reporting periods beginning after December 15, 2013, and must be applied prospectively. We adopted this guidance on January 1, 2014, with no material impact on our combined financial statements.

        In July 2013, the FASB issued an amendment to guidance to resolve the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward (collectively, a "carryforward") exists. An unrecognized tax benefit, or portion

F-17

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(3) New Accounting Pronouncements (Continued)

of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for the carryforward, except to the extent (i) the carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose. In these cases, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment applies to all entities that have unrecognized tax benefits when a carryforward exists at the reporting date. This amendment is effective for interim and annual reporting periods beginning after December 15, 2013 and must be applied prospectively to all unrecognized tax benefits that exist at the effective date, with retrospective application permitted. We adopted this guidance on January 1, 2014, with no material impact on our combined financial statements.

        In April 2014, the FASB issued an amendment to guidance to change the criteria for determining which disposals of components of an entity can be presented as discontinued operations and to modify related disclosure requirements. Under the amended guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The amendment states that a "strategic shift" could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The standard no longer precludes presentation as a discontinued operation if there are operations and cash flows of the component that have not been eliminated from the reporting entity's ongoing operations, or there is significant continuing involvement with a component after its disposal. This amendment is effective for interim and annual reporting periods beginning after December 15, 2014 and shall be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The impact of the adoption of this amendment on our combined financial statements will be based on our future disposal activity.

        In May 2014, the FASB issued a new standard on revenue recognition that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new standard contains a five-step approach that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s) with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to separate performance obligations, and (v) recognizing revenue when (or as) each performance obligation is satisfied. The new standard requires a number of disclosures intended to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue, and the related cash flows. The disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. The original standard was effective for interim and annual reporting periods beginning after December 15, 2016; however, in April 2015, the FASB proposed a one-year deferral of this standard, with a new effective date for interim and annual reporting periods beginning after December 15, 2017. We are currently evaluating the effect that this new standard will have on our combined financial statements.

F-18

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(4) Acquisition of Seital S.r.l.

        On March 21, 2012, we completed the acquisition of Seital S.r.l. ("Seital"), a supplier of disk centrifuges (separators and clarifiers), primarily to the global food and beverage market, for a purchase price of $28.8, net of cash acquired of $2.5 and including debt assumed of $0.8. Seital had revenues of approximately $14.0 in the twelve months prior to the date of acquisition. The pro forma effects of the acquisition of Seital were not material, individually or in the aggregate, to our combined results of operations. The combined statements of operations include the results of Seital since the date of acquisition. The results of operations, assets and liabilities, and cash flows of Seital are reported within our Food and Beverage reportable segment.

(5) Information on Reportable Segments, Corporate Expense and Other

        We are a global supplier of highly specialized, engineered solutions with operations in over 35 countries and sales in over 150 countries around the world. Many of innovative solutions play a role in helping to meet rising global demand for processed foods and beverages and power and energy, particularly in emerging markets. In 2014, an estimated 30% of our revenues were from sales into emerging markets.

        We aggregate our operating segments into three reportable segments: Food and Beverage, Power and Energy, and Industrial. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers and distribution methods. In determining our segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification to operating income or loss of each segment before considering impairment and special charges, pension and postretirement expense/income, stock-based compensation and other indirect corporate expenses. This is consistent with the way our chief operating decision maker evaluates the results of each segment.

        Revenues by reportable segment and geographic area represent sales to unaffiliated customers, and no one customer or group of customers that, to our knowledge, are under common control accounted for more than 10% of our combined revenues for any period presented. Intercompany revenues among our reportable segments are not significant. Identifiable assets by reportable segment are those used in the respective operations of each.

Food and Beverage Reportable Segment

        The Food and Beverage reportable segment operates in a regulated, global industry with customers who demand highly engineered, turn-key solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include mixing, drying, evaporation and separation systems and components, plate heat exchangers, and reciprocating and centrifugal pump technologies. Our core brands include Anhydro, APV, Bran+Luebbe, e&e, Gerstenberg Schroeder, LIGHTNIN, Seital, and Waukesha Cherry-Burrell.

Power and Energy Reportable Segment

        The Power and Energy reportable segment primarily serves customers in the oil and gas industry and, to a lesser extent, the nuclear and other conventional power industries. A large portion of the segment's revenues are concentrated on oil extraction, production and transportation at existing wells and pipeline applications. The underlying drivers of this segment include increasing demand for power

F-19

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(5) Information on Reportable Segments, Corporate Expense and Other (Continued)

and energy driven by population growth and an expanding middle class. Key products for the segment include pumps, valves and the related accessories, while the core brands include APV, Bran+Luebbe, ClydeUnion Pumps, Copes-Vulcan, Dollinger Filtration, LIGHTNIN, M&J Valve, Plenty and Vokes.

Industrial Reportable Segment

        The Industrial reportable segment primarily serves customers in the chemical, mining, pharmaceutical, marine, shipbuilding, infrastructure construction, automotive and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and plate heat exchangers. Core brands include Airpel, APV, Bolting Systems, Delair, Deltech, Hankison, Jemaco, Johnson Pump, LIGHTNIN, Power Team, and Stone.

Corporate Expense

        Corporate expense includes allocations of the cost of corporate functions and/or resources provided by SPX. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

        Financial data for our reportable segments, including the results of Seital from the date of its acquisition, for the years ended December 31, 2014, 2013 and 2012 were as follows:

	2014		2013		2012
Revenues:
Food and Beverage	$	968.9	$	970.0	$	946.5
Power and Energy		961.6		997.5		1,011.4
Industrial		839.1		837.3		888.4
Total revenues	$	2,769.6	$	2,804.8	$	2,846.3
Income:
Food and Beverage	$	99.3	$	90.4	$	91.7
Power and Energy		168.7		127.4		96.7
Industrial		123.0		119.3		129.2
Total income for reportable segments		391.0		337.1		317.6
Corporate expense		58.3		59.8		58.0
Pension and postretirement expense		32.2		8.0		34.5
Stock-based compensation expense		20.0		17.4		20.8
Impairment of intangible assets		11.7		4.7		2.0
Special charges, net		14.2		16.0		13.4
Combined operating income	$	254.6	$	231.2	$	188.9
Capital expenditures:
Food and Beverage	$	12.8	$	7.3	$	9.1
Power and Energy		16.3		7.3		12.0
Industrial		6.9		7.6		5.2
Other(1)		4.7		1.2		—
Total capital expenditures	$	40.7	$	23.4	$	26.3

F-20

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(5) Information on Reportable Segments, Corporate Expense and Other (Continued)

	2014		2013		2012
Depreciation and amortization:
Food and Beverage	$	21.6	$	20.8	$	21.7
Power and Energy		29.7		32.2		28.7
Industrial		14.2		16.4		16.4
Other(1)		0.3		0.5		0.5
Total depreciation and amortization	$	65.8	$	69.9	$	67.3
Identifiable assets:
Food and Beverage	$	969.6	$	1,122.4	$	1,096.1
Power and Energy		1,567.8		1,736.5		1,810.9
Industrial		662.5		724.9		758.1
Other(2)		828.2		906.9		253.3
Total identifiable assets	$	4,028.1	$	4,490.7	$	3,918.4
Geographic Areas:
Revenues:(3)
United States	$	933.9	$	933.9	$	927.9
United Kingdom		417.5		482.7		507.5
Denmark		185.4		204.1		195.0
France		176.8		155.3		133.0
Germany		140.7		130.5		145.1
China		137.5		152.1		157.6
Other		777.8		746.2		780.2
	$	2,769.6	$	2,804.8	$	2,846.3
Tangible Long-Lived Assets:
United States	$	119.0	$	108.3	$	98.3
Other		217.6		285.3		310.9
Total tangible long-lived assets	$	336.6	$	393.6	$	409.2

(1)

Relates to property, plant and equipment that is utilized by all of our reportable segments, along with the related depreciation expense.

(2)

Relates primarily to assets (e.g., cash and related party notes receivable) of the corporate subsidiaries that are included in these combined financial statements.

(3)

Revenues are included in the above geographic areas based on the country that recorded the customer revenue.

(6) Special Charges, Net

        As part of our business strategy, we periodically right-size and consolidate operations to improve long-term results. Additionally, from time to time, we alter our business model to better serve customer demand, discontinue lower-margin product lines and rationalize and consolidate manufacturing capacity. Our restructuring and integration decisions are based, in part, on discounted cash flows and are designed to achieve our goals of reducing structural footprint and maximizing profitability. As a result of our strategic review process, we recorded net special charges of $14.2, $16.0 and $13.4 in 2014,

F-21

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(6) Special Charges, Net (Continued)

2013 and 2012, respectively. These net special charges were primarily related to restructuring initiatives to consolidate manufacturing and sales facilities, reduce workforce, and rationalize certain product lines, as well as asset impairment charges.

        The components of the charges have been computed based on actual cash payouts, including severance and other employee benefits based on existing severance policies, local laws, and other estimated exit costs, and our estimate of the realizable value of the affected tangible and intangible assets.

        Impairments of long-lived assets, which represent non-cash asset write-downs, typically arise from business restructuring decisions that lead to the disposition of assets no longer required in the restructured business. For these situations, we recognize a loss when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair values for assets subject to impairment testing are determined primarily by management, taking into consideration various factors including third-party appraisals, quoted market prices and previous experience. If an asset remains in service at the decision date, the asset is written down to its fair value, if impaired, and the net book value is depreciated over its remaining economic useful life. When we commit to a plan to sell an asset, including the initiation of a plan to locate a buyer, and it is probable that the asset will be sold within one year based on its current condition and sales price, depreciation of the asset is discontinued and the asset is classified as an asset held for sale. In addition, the asset is written down to its fair value less any selling costs, if impaired.

        Liabilities for exit costs including, among other things, severance, other employee benefit costs, and operating lease obligations on idle facilities, are measured initially at their fair value and recorded when incurred.

        With the exception of certain multi-year operating lease obligations and other contractual obligations, which are not material to our combined financial statements, we anticipate that the liabilities related to restructuring actions will be paid within one year from the period in which the action was initiated.

        Special charges for the years ended December 31, 2014, 2013 and 2012 are described in more detail below and in the applicable sections that follow:

	Year ended December 31,
	2014		2013			2012
Employee termination costs	$	11.6	$	13.5		$	15.2
Facility consolidation costs		0.6		1.0			1.8
Other cash costs (recoveries), net		0.5		(0.2	)		(4.5	)
Non-cash asset write-downs		1.5		1.7			0.9
Total	$	14.2	$	16.0		$	13.4

F-22

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(6) Special Charges, Net (Continued)

2014 Charges:

	Employee Termination Costs		Facility Consolidation Costs		Other Cash Costs (Recoveries), Net			Non-Cash Asset Write-downs		Total Special Charges
Food and Beverage	$	3.4	$	0.5	$	—		$	0.7	$	4.6
Power and Energy		5.7		—		0.8			0.8		7.3
Industrial		1.6		0.1		(0.3	)		—		1.4
Other		0.9		—		—			—		0.9
Total	$	11.6	$	0.6	$	0.5		$	1.5	$	14.2

        Food and Beverage reportable segment—Charges for 2014 related primarily to severance and other costs associated with the reorganization of the segment's commercial organization in Europe. Once completed, restructuring activities are expected to result in the termination of approximately 30 employees. Charges for 2014 also included asset impairment charges of $0.7 related to certain tangible long-lived assets.

        Power and Energy reportable segment—Charges for 2014 related primarily to severance and other costs associated with restructuring initiatives at various locations in Europe and the U.S. These actions were taken primarily to reduce the cost base of Clyde Union, as we continue to integrate this business into the segment. Once completed, restructuring activities are expected to result in the termination of approximately 50 employees. Charges for 2014 also included asset impairment charges of $0.8 related to certain Clyde Union tangible long-lived assets in the U.S.

        Industrial reportable segment—Charges for 2014 related primarily to severance and other costs associated with the reorganization of the Johnson Pump management structure in Europe, as well as facility consolidation in the U.S. Once completed, restructuring activities are expected to result in the termination of approximately 20 employees.

        Other—Charges for 2014 related primarily to an allocation of special charges associated with SPX's corporate functions and activities. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

        Expected charges still to be incurred under actions approved as of December 31, 2014 are approximately $1.0.

2013 Charges:

	Employee Termination Costs		Facility Consolidation Costs		Other Cash Costs (Recoveries), Net			Non-Cash Asset Write-downs		Total Special Charges
Food and Beverage	$	2.6	$	—	$	(0.3	)	$	0.7	$	3.0
Power and Energy		8.0		0.5		—			0.9		9.4
Industrial		1.4		0.5		—			0.1		2.0
Other		1.5		—		0.1			—		1.6
Total	$	13.5	$	1.0	$	(0.2	)	$	1.7	$	16.0

F-23

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(6) Special Charges, Net (Continued)

        Food and Beverage reportable segment—Charges for 2013 related primarily to severance and other costs associated with the operational realignment of the segment's reporting structure which resulted in the termination of 43 employees. Charges for 2013 also included asset impairment charges of $0.7 related to the exit of facilities in Denmark and the U.K.

        Power and Energy reportable segment—Charges for 2013 related primarily to severance and other costs associated with restructuring initiatives at various locations in Europe and the U.S. These actions were taken primarily to reduce the cost base of Clyde Union, as we continued to integrate the business into the segment. These activities resulted in the termination of 416 employees. Charges for 2013 also included asset impairment charges of $0.9 related to the exit of a Clyde Union facility in the U.S.

        Industrial reportable segment—Charges for 2013 related primarily to severance and other costs associated with restructuring initiatives at various locations in Europe and Asia Pacific, as well as the closure of a facility in the U.S. These activities resulted in the termination of 30 employees.

        Other—Charges for 2013 related primarily to severance costs incurred in connection with the consolidation of certain overhead support functions that were dedicated to the Company's operations and an allocation of special charges associated with SPX's corporate functions and activities. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

2012 Charges:

	Employee Termination Costs		Facility Consolidation Costs		Other Cash Recoveries, Net			Non-Cash Asset Write-downs		Total Special Charges
Food and Beverage	$	5.9	$	0.3	$	—		$	0.6	$	6.8
Power and Energy		4.8		—		—			0.3		5.1
Industrial		3.6		1.5		—			—		5.1
Other		0.9		—		(4.5	)		—		(3.6	)
Total	$	15.2	$	1.8	$	(4.5	)	$	0.9	$	13.4

        Food and Beverage reportable segment—Charges for 2012 related primarily to severance and other costs associated with the reorganization of the segment's global management structure and restructuring initiatives at various locations in Europe. These activities resulted in the termination of 58 employees. Charges for 2012 also included asset impairment charges of $0.6 related to certain tangible long-lived assets in Europe.

        Power and Energy reportable segment—Charges for 2012 related primarily to severance and other costs associated with the integration of the Clyde Union business into the segment. These activities resulted in the termination of 115 employees. Charges for 2012 also included asset impairment charges of $0.3 related to certain tangible long-lived assets in the U.S.

        Industrial reportable segment—Charges for 2012 related primarily to (i) severance and other costs associated with restructuring initiatives at various locations in Europe and (ii) facility consolidation in Canada. These activities resulted in the termination of 64 employees.

F-24

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(6) Special Charges, Net (Continued)

        Other—The credit for 2012 included a gain of $4.8 on the sale of land rights in Shanghai, China, for which the related costs previously had been written-off. This gain was offset partially by an allocation of special charges associated with SPX's corporate functions and activities and direct charges associated with the relocation of the Company's Americas shared service center from Des Plaines, IL to Charlotte, NC, which resulted in the termination of 34 employees. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

        The following is an analysis of our restructuring liabilities for the years ended December 31, 2014, 2013 and 2012:

	December 31,
	2014			2013			2012
Balance at beginning of year	$	10.1		$	10.4		$	7.0
Special charges(1)		12.7			14.3			17.3
Utilization—cash		(13.6	)		(14.4	)		(14.0	)
Currency translation adjustment and other		—			(0.2	)		0.1
Balance at end of year	$	9.2		$	10.1		$	10.4

(1)

The years ended December 31, 2014, 2013 and 2012 excluded $1.5, $1.7 and $0.9, respectively, of non-cash charges that impacted special charges but not the restructuring liabilities, as well as a gain of $4.8 on the sale of land rights in Shanghai, China during the year ended December 31, 2012.

(7) Inventories, Net

        Inventories at December 31, 2014 and 2013 comprise the following:

	December 31,
	2014			2013
Finished goods	$	98.2		$	98.3
Work in process		99.1			109.6
Raw materials and purchased parts		140.5			141.8
Total FIFO cost		337.8			349.7
Excess of FIFO cost over LIFO inventory value		(7.8	)		(7.5	)
Total inventories	$	330.0		$	342.2

        Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out ("LIFO") method. These inventories were approximately 6% of total inventory at both December 31, 2014 and 2013. Other inventories are valued using the first- in, first-out ("FIFO") method.

F-25

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(8) Goodwill and Other Intangible Assets

        The changes in the carrying amount of goodwill, by reportable segment for the year ended December 31, 2014, were as follows:

	December 31, 2013		Goodwill Resulting from Business Combinations		Impairments		Foreign Currency Translation and Other			December 31, 2014
Food and Beverage	$	326.1	$	—	$	—	$	(32.4	)	$	293.7
Power and Energy		595.0		—		—		(32.1	)		562.9
Industrial(1)		243.9		—		—		(19.5	)		224.4
Total	$	1,165.0	$	—	$	—	$	(84.0	)	$	1,081.0

(1)

The carrying amount of goodwill included $67.7 of accumulated impairments as of December 31, 2014 and 2013.

        The changes in the carrying amount of goodwill, by reportable segment for the year ended December 31, 2013, were as follows:

	December 31, 2012		Goodwill Resulting from Business Combinations		Impairments		Foreign Currency Translation and Other			December 31, 2013
Food and Beverage	$	324.3	$	—	$	—	$	1.8		$	326.1
Power and Energy		587.1		—		—		7.9			595.0
Industrial(1)		247.6		—		—		(3.7	)		243.9
Total	$	1,159.0	$	—	$	—	$	6.0		$	1,165.0

(1)

The carrying amount of goodwill included $67.7 of accumulated impairments as of December 31, 2013 and 2012.

        Identifiable intangible assets were as follows:

	December 31, 2014							December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intangible assets with determinable lives:
Customer relationships	$	363.2	$	(83.5	)	$	279.7	$	388.0	$	(73.2	)	$	314.8
Technology		141.7		(36.3	)		105.4		152.8		(30.9	)		121.9
Patents		6.8		(4.3	)		2.5		6.9		(4.0	)		2.9
Other		14.4		(10.8	)		3.6		16.6		(11.6	)		5.0
		526.1		(134.9	)		391.2		564.3		(119.7	)		444.6
Trademarks with indefinite lives		268.1		—			268.1		296.1		—			296.1
Total	$	794.2	$	(134.9	)	$	659.3	$	860.4	$	(119.7	)	$	740.7

F-26

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(8) Goodwill and Other Intangible Assets (Continued)

        Amortization expense was $26.1, $27.2 and $28.4 for the years ended December 31, 2014, 2013 and 2012, respectively. Estimated amortization expense related to these intangible assets is $25.4 in 2015, $25.4 in 2016, $25.3 in 2017, $25.2 in 2018, and $25.2 in 2019.

        At December 31, 2014, the net carrying value of intangible assets with determinable lives consisted of $264.1 in the Power and Energy reportable segment, $80.1 in the Food and Beverage reportable segment, and $47.0 in the Industrial reportable segment. Trademarks with indefinite lives consisted of $110.6 in the Food and Beverage reportable segment, $95.0 in the Power and Energy reportable segment, and $62.5 in the Industrial reportable segment.

        Consistent with the requirements of the Intangible—Goodwill and Other Topic of the Codification, the fair values of our reporting units generally are estimated using discounted cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable industry price multiples. The financial results of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost improvement initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Any significant change in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give rise to impairment in the period that the change becomes known.

        We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment.

        We perform our annual trademarks impairment testing during the fourth quarter in conjunction with our annual financial planning process, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflects current market conditions. The basis for these projected revenues is the annual operating plan for each of the related businesses. During the fourth quarter of 2014, we recorded impairment charges of $7.3 and $4.4 related to the trademarks of certain businesses within our Power and Energy and Industrial reportable segments, respectively. Our current revenue projections for these trademarks have been negatively impacted by the uncertainty in the oil markets and weakness in revenue growth for certain industrial markets. Other changes in the gross values of trademarks and other identifiable intangible assets related primarily to foreign currency translation.

        During 2013, we recorded impairment charges of $3.4 and $1.3 related to the trademarks of certain businesses within our Power and Energy and Food and Beverage reportable segments, respectively.

        During 2012, we recorded an impairment charge of $2.0 related to the trademarks of a business within our Power and Energy reportable segment.

F-27

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans

Defined Benefit Plans

        Overview—SPX sponsors a number of defined benefit pension and postretirement plans. In addition, the Company also sponsors defined benefit pension and postretirement plans. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis.

        Pension and postretirement expense, as presented, represents net periodic benefit expense associated with the plans we sponsor, as well as an allocation of a portion of the net periodic benefit expense associated with the plans sponsored by SPX.

        Plans Sponsored by SPX—Certain of the Company's U.S. and U.K. salaried and hourly paid employees participate in defined benefit pension plans and certain U.S. salaried and hourly paid employees participate in other postretirement benefit plans, such as health and life insurance plans, that are sponsored by SPX. Subsequent to the planned spin-off transaction, SPX will remain the sponsor of these plans. As such, liabilities associated with these plans have not been reflected in the combined balance sheets. Our combined statements of operations include expense allocations related to these plans for participants who are, or were, employees of the Company, as well as an allocation of expenses for SPX corporate personnel. We consider the expense allocations to be reasonable for all periods presented. The amount of net periodic benefit cost allocated to the Company related to the plans sponsored by SPX was $22.8, $3.0 and $18.7 for the years ended December 31, 2014, 2013 and 2012, respectively, and is reflected within selling, general and administrative expenses and, to a lesser extent, cost of products sold, in the combined statements of operations. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

        Clyde Union—Upon the acquisition of Clyde Union in December 2011, we assumed participation in a multiemployer benefit plan under the terms of a collective-bargaining agreement that covers Clyde Union's domestic union- represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following respects:

•

Assets contributed to the multiemployer plan by us may be used to provide benefits to employees of other participating employers;

•

If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and

•

If we choose to stop participating in the multiemployer plan, we may be required to pay an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

        We participate in the following multiemployer benefit plan:

Pension Fund	EIN Pension Plan Number		Pension Protection Act Zone Status— 2014	Financial Improvement Plan/ Rehabilitation Plan Status Pending	2014 Contributions		2013 Contributions		Surcharge Imposed	Expiration Date of Collective Bargaining Agreement
IAM		51-6031295-002	Green	No	$	0.1	$	0.4	No		August 10, 2017

F-28

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans (Continued)

        The contributions made by Clyde Union during 2014 and 2013 were not more than 5% of the total contributions made to the IAM National Pension Fund, National Pension Plan ("IAM"). In 2011, the IAM began applying an election for funding relief which allows the IAM to amortize the investment losses incurred for the plan year ended December 31, 2008 over a period of up to 29 years (as opposed to 15 years that would otherwise have been required). Furthermore, in accordance with the election, the current asset valuation method has been updated to recognize the investment losses incurred during the 2008 plan year over a ten-year period as opposed to the previous period of five years.

        Other Defined Benefit Plans—We sponsor other defined benefit pension plans that cover certain employees in foreign countries, principally in Europe, and a defined benefit pension plan and other postretirement benefit plans that cover certain U.S.-based Clyde Union employees.

        The plan year-end date for all our plans is December 31. Below is further discussion regarding our plans, including information on plan assets, employer contributions and benefit payments, obligations and funded status, and periodic pension benefit expense.

        Plan assets—Our investment strategy is based on the protection and long-term growth of principal while mitigating overall investment risk. Our foreign defined benefit pension plans' assets, with fair values of $4.1 and $4.2 at December 31, 2014 and 2013, respectively, are invested in insurance contracts and classified as Level 3 assets in the fair value hierarchy. Our domestic defined benefit pension plan's assets, with fair values of $1.0 and $0.9 at December 31, 2014 and 2013, respectively, are invested in a range of investment classes, including fixed income securities and domestic and international equities. Approximately 30% and 70% of the fair value of these assets are classified as Level 1 and Level 2 assets, respectively, in the fair value hierarchy. During 2014 and 2013, there were no transfers between levels of the fair value hierarchy for any of our plans, and no shares of SPX common stock were held by our defined benefit pension plans as of December 31, 2014 or 2013. Our domestic postretirement benefit plans are unfunded and have no plan assets.

        Employer Contributions—Many of our foreign plan obligations are unfunded in accordance with local laws. These plans have no assets and instead are funded by us on a pay as you go basis in the form of direct benefit payments. In 2014, we made contributions of $0.3 to our foreign plans that are funded. In addition, we made direct benefit payments of $2.8 to our foreign plans that are unfunded. We currently fund our domestic pension plan in amounts equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus additional amounts that may be approved from time to time, and made no contributions to our domestic pension plan in 2014. Our domestic postretirement plans are funded by us on a pay as you go basis and we made direct benefit payments of $0.7 to these plans in 2014.

        In 2015, we expect to make minimum required funding contributions of $0.3 and direct benefit payments of $2.2 to our foreign pension plans and direct benefit payments of $0.4 to our unfunded domestic postretirement benefit plans. No funding contributions are required for our domestic pension plan in 2015.

        Estimated Future Benefit Payments—Following is a summary, as of December 31, 2014, of the estimated future benefit payments for our foreign and domestic pension plans and our domestic

F-29

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans (Continued)

postretirement plans in each of the next five fiscal years and in the aggregate for five fiscal years thereafter. Benefit payments are paid from plan assets or directly by us for our unfunded plans.

	Foreign Pension Benefits		Domestic Pension Benefits		Domestic Postretirement Benefits
2015	$	2.2	$	0.1	$	0.4
2016		2.4		0.1		0.4
2017		2.8		0.1		0.5
2018		3.0		0.1		0.5
2019		3.1		0.1		0.6
Subsequent five years		14.2		0.4		2.3

        The expected future benefit payments for our plans are estimated based on the same assumptions used at December 31, 2014 to measure our obligations and include benefits attributable to estimated future employee service.

        Obligations and Funded Status—The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates. The following tables show the foreign pension plans' funded status and amounts recognized in our combined balance sheets:

	Foreign Pension Plans
	2014			2013
Change in projected benefit obligation:
Projected benefit obligation—beginning of year	$	59.3		$	56.3
Service cost		1.2			1.1
Interest cost		1.7			1.8
Actuarial losses		6.7			2.2
Plan amendment		(0.2	)		—
Benefits paid		(2.9	)		(3.5	)
Foreign exchange and other		(6.4	)		1.4
Projected benefit obligation—end of year	$	59.4		$	59.3

F-30

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans (Continued)

	Foreign Pension Plans
	2014			2013
Change in plan assets:
Fair value of plan assets—beginning of year	$	4.2		$	4.2
Actual return on plan assets		0.2			(0.1	)
Contributions (employer and employee)		0.3			0.3
Benefits paid		(0.1	)		(0.2	)
Foreign exchange and other		(0.5	)		—
Fair value of plan assets—end of year	$	4.1		$	4.2
Funded status at year-end		(55.3	)		(55.1	)
Amounts recognized in the combined balance sheets consist of:
Accrued expenses		(2.1	)		(2.4	)
Other long-term liabilities		(53.2	)		(52.7	)
Net amount recognized	$	(55.3	)	$	(55.1	)
Amount recognized in accumulated other comprehensive loss (pre-tax) consists of—net prior service costs/(credits)	$	(0.1	)	$	0.2

        The funded status of our domestic pension plan was ($0.2) at December 31, 2014 and 2013, and was recognized in other long-term liabilities in the accompanying combined balance sheets. The funded status reflected fair values of plan assets of $1.0 and $0.9, respectively, and projected benefit obligations of $1.2 and $1.1, respectively, at December 31, 2014 and 2013.

        The funded status and accumulated benefit obligation of our domestic postretirement benefit plans were ($5.8) and ($6.6) at December 31, 2014 and 2013, respectively, with $0.4 and $0.6 recognized in accrued expenses, respectively, and $5.4 and $6.0 recognized in other long-term liabilities, respectively, in the accompanying combined balance sheets at those dates.

        The accumulated benefit obligation for each foreign pension plan exceeded the fair value of its plan assets at December 31, 2014 and 2013. The accumulated benefit obligation for all foreign pension plans was $56.2 and $55.9 at December 31, 2014 and 2013, respectively. The accumulated benefit obligation for the domestic pension plan exceeded the fair value of its plan assets and was $1.2 and $1.1 at December 31, 2014 and 2013, respectively.

F-31

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans (Continued)

        Components of Net Periodic Pension Benefit Expense—Net periodic pension benefit expense for our foreign pension plans included the following components:

	Year ended December 31,
	2014			2013			2012
Service cost	$	1.2		$	1.1		$	0.9
Interest cost		1.7			1.8			2.2
Expected return on plan assets		(0.2	)		(0.1	)		—
Amortization of unrecognized prior service costs		0.1			—			—
Recognized net actuarial losses(1)		6.7			2.4			11.6
Total net periodic pension benefit expense	$	9.5		$	5.2		$	14.7

(1)

Consists of reported actuarial losses and the difference between actual and expected returns on plan assets.

        The net periodic pension benefit (income) expense for our domestic pension plan was $0, ($0.1) and $0.1 for the years ended December 31, 2014, 2013 and 2012, respectively, and net periodic postretirement benefit (income) expense for our domestic postretirement plans was ($0.1), ($0.1) and $1.0 for those years.

        Assumptions—Actuarial assumptions used in accounting for our foreign pension plans were as follows:

	Year ended December 31,
	2014			2013			2012
Weighted-average actuarial assumptions used in determining net periodic pension expense:
Discount rate		3.16	%		3.38	%		5.51	%
Rate of increase in compensation levels		2.87	%		2.73	%		2.70	%
Expected long-term rate of return on assets		2.88	%		2.97	%		4.74	%
Weighted-average actuarial assumptions used in determining year-end benefit obigations:
Discount rate		2.20	%		3.16	%		3.38	%
Rate of increase in compensation levels		2.88	%		2.87	%		2.73	%

        We review the pension assumptions annually. Pension income or expense for the year is determined using assumptions as of the beginning of the year (except for the effects of recognizing changes in the fair value of plan assets and actuarial gains and losses in the fourth quarter of each year), while the funded status is determined using assumptions as of the end of the year. We determined assumptions and established them at the respective balance sheet date using the following principles: (i) the expected long-term rate of return on plan assets is established based on forward looking long-term expectations of asset returns over the expected period to fund participant benefits based on the target investment mix of our plans; (ii) the discount rate is determined by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is

F-32

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(9) Employee Benefit Plans (Continued)

representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date; and (iii) the rate of increase in compensation levels is established based on our expectations of current and foreseeable future increases in compensation. In addition, we consider advice from independent actuaries.

        Actuarial assumptions used in accounting for our domestic postretirement plans were as follows:

	Year ended December 31,
	2014			2013			2012
Assumed health care cost trend rates:
Health care cost trend rate for next year		6.50	%		6.50	%		7.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00	%		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2019			2017			2017
Discount rate used in determining net periodic postretirement benefit expense		3.78	%		3.02	%		3.71	%
Discount rate used in determining year-end postretirement benefit obligation		3.87	%		3.78	%		3.02	%

        The accumulated postretirement benefit obligation was determined using the terms and conditions of our plans, together with relevant actuarial assumptions and health care cost trend rates. It is our policy to review the postretirement assumptions annually. The assumptions are determined by us and are established based on our prior experience and our expectations that future rates will decline. In addition, we consider advice from independent actuaries.

        Including the effects of recognizing actuarial gains and losses into earnings, a 100 basis point increase in the assumed health care cost trend rate would have reduced our estimated 2014 postretirement benefit income by $0.6, and a 100 basis point decrease in the assumed health care cost trend rate would have increased our estimated 2014 postretirement benefit income by $0.6.

Defined Contribution Retirement Plan

        SPX maintains a defined contribution retirement plan (the "DC Plan") pursuant to Section 401(k) of the U.S. Internal Revenue Code to which eligible U.S. employees of the Company may voluntarily contribute. Under the DC Plan, such employees may contribute up to 50% of their compensation into the DC Plan and SPX matches a portion of participating employees' contributions. SPX's matching contributions are primarily made in newly issued shares of SPX common stock and are issued at the prevailing market price. The matching contributions vest with the employee immediately upon the date of the match and there are no restrictions on the resale of SPX common stock held by employees.

        The amount of cost directly charged to the Company related to matching contributions under the DC Plan was $5.9, $6.0 and $5.1 for the years ended December 31, 2014, 2013 and 2012, respectively. In addition, the Company was allocated $1.2, $0.9 and $0.8 of cost for matching contributions for SPX corporate personnel for the years ended December 31, 2014, 2013 and 2012, respectively.

F-33

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(10) Income Taxes

        For purposes of our combined financial statements, income taxes have been calculated as if we file income tax returns on a stand-alone basis. The Company's U.S. operations and certain of its non-U.S. operations historically have been included in the tax returns of SPX or its subsidiaries that will not be part of the spin-off transaction. It is possible that we will make different tax accounting elections and assertions following the spin-off transaction. Therefore, the Company's tax results, as presented in the combined financial statements, may not be reflective of the results that the Company will generate in the future. In jurisdictions where the Company has been included in the tax returns filed by SPX or its subsidiaries that will not be part of the spin-off transaction, any income taxes payable resulting from the related income tax provision have been reflected in the combined balance sheets within "Parent company investment."

        Income before income taxes and the provision for (benefit from) income taxes consisted of the following:

	Year ended December 31,
	2014			2013			2012
Income before income taxes:
United States	$	95.1		$	109.7		$	76.8
Foreign		138.3			81.6			52.7
	$	233.4		$	191.3		$	129.5
Provision for (benefit from) income taxes:
Current:
United States	$	65.0		$	33.1		$	13.3
Foreign		10.1			36.0			13.6
Total current		75.1			69.1			26.9
Deferred and other:
United States		(13.1	)		4.6			4.8
Foreign		35.5			(14.9	)		(31.1	)
Total deferred and other		22.4			(10.3	)		(26.3	)
Total provision	$	97.5		$	58.8		$	0.6

F-34

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(10) Income Taxes (Continued)

        The reconciliation of income tax computed at the U.S. federal statutory tax rate to our effective income tax rate was as follows:

	Year ended December 31,
	2014			2013			2012
Tax at U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local taxes, net of U.S. federal benefit		1.4			1.8			1.9
U.S. credits and exemptions		(1.5	)		(1.9	)		(1.4	)
Foreign earnings taxed at lower rates		(6.5	)		(10.0	)		(19.2	)
Audit settlements with taxing authorities		—			—			(17.0	)
Adjustments to uncertain tax positions		(2.3	)		2.5			2.9
Changes in valuation allowance		9.6			3.6			0.3
Tax on repatriation of foreign earnings		6.8			—			—
Other		(0.7	)		(0.3	)		(2.0	)
		41.8	%		30.7	%		0.5	%

        Significant components of our deferred tax assets and liabilities were as follows:

	As of December 31,
	2014			2013
Deferred tax assets:
Net operating loss and credit carryforwards	$	206.5		$	157.1
Pension, other postretirement and postemployment benefits		10.6			10.0
Payroll and compensation		18.5			19.0
Working capital accruals		25.9			25.8
Basis difference in assets		17.2			7.3
Other		17.9			17.7
Total deferred tax assets		296.6			236.9
Valuation allowance		(110.9	)		(104.9	)
Net deferred tax assets		185.7			132.0
Deferred tax liabilities:
Intangible assets recorded in acquisitions		197.9			221.3
Basis difference in affiliates		142.3			71.4
Other		6.2			6.9
Total deferred tax liabilities		346.4			299.6
	$	(160.7	)	$	(167.6	)

General Matters

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess deferred tax assets to determine if they will likely be realized and the

F-35

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(10) Income Taxes (Continued)

adequacy of deferred tax liabilities, incorporating the results of local, state, federal and foreign tax audits in our estimates and judgments.

        At December 31, 2014, we had the following tax loss carryforwards available: tax loss carryforwards of various foreign jurisdictions of approximately $781.3 and state tax loss carryforwards of approximately $19.4. Of these amounts, approximately $2.5 expires in 2015 and $55.3 expires at various times between 2015 and 2034. The remaining carryforwards have no expiration date.

        Realization of deferred tax assets, including those associated with net operating loss and credit carryforwards, is dependent upon generating sufficient taxable income in the appropriate tax jurisdiction. We believe that it is more likely than not that we may not realize the benefit of certain of these deferred tax assets and, accordingly, have established a valuation allowance against certain of these deferred tax assets. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that the deferred tax assets will be realized through future taxable earnings or tax planning strategies. However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax planning strategies are no longer viable. The valuation allowance increased by $6.0 in 2014 and increased by $14.9 in 2013. Of the net increases in 2014 and 2013, $22.3 and $7.0 were recognized as an increase in tax expense. The increase in 2014 was largely offset by a decrease to the valuation allowance resulting from the impact of a stronger U.S. dollar on foreign currency-denominated balances.

        The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions. These deductions can vary from year to year and, consequently, the amount of income taxes paid in future years will vary from the amounts paid in prior years.

Undistributed Foreign Earnings

        In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. However, in connection with the proposed spin-off transaction, we elected, during the fourth quarter of 2014, to repatriate certain earnings of our non-U.S. subsidiaries and, thus, provided for U.S. and foreign withholding taxes of $18.6 on such foreign dividends and undistributed earnings that were no longer considered to be indefinitely reinvested. In addition, there are discrete amounts of foreign earnings (approximately $192.0) that we plan to repatriate in the future.

        As of December 31, 2014, we had not recorded a provision for U.S. or foreign withholding taxes on approximately $1,064.0 of the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of a deferred tax liability related to the undistributed earnings of these foreign subsidiaries, in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.

Unrecognized Tax Benefits

        As of December 31, 2014, we had gross unrecognized tax benefits of $27.3 (net unrecognized tax benefits of $14.5), of which $13.9, if recognized, would impact our effective tax rate from continuing operations. Similarly, at December 31, 2013 and 2012, we had gross unrecognized tax benefits of $31.5 (net unrecognized tax benefits of $17.4) and $26.9 (net unrecognized benefits of $15.2), respectively.

F-36

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(10) Income Taxes (Continued)

        We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of December 31, 2014, gross accrued interest totaled $1.8 (net accrued interest of $1.6), while the related amounts as of December 31, 2013 and 2012 were $2.4 (net accrued interest of $2.0) and $3.0 (net accrued interest of $2.4), respectively. Our income tax provision for the years ended December 31, 2014, 2013 and 2012 included gross interest expense (income) of $0.7, $0.9 and $(3.0), respectively. There were no significant penalties recorded during any year presented.

        Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $2.5 to $7.5. The previously unrecognized tax benefits relate to a variety of tax matters, including prior acquisitions and dispositions, transfer pricing, and various state matters.

        The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 were as follows:

	Year ended December 31,
	2014			2013			2012
Unrecognized tax benefit—opening balance	$	31.5		$	26.9		$	43.8
Gross increases—tax positions in prior period		7.3			0.1			9.2
Gross decreases—tax positions in prior period		(8.2	)		(1.4	)		(21.9	)
Gross increases—tax positions in current period		4.6			6.9			4.6
Settlements		(0.7	)		(0.2	)		(7.1	)
Lapse of statute of limitations		(6.8	)		(0.9	)		(1.8	)
Change due to foreign currency exchange rates		(0.4	)		0.1			0.1
Unrecognized tax benefit—ending balance	$	27.3		$	31.5		$	26.9

        The table above discloses the amounts of unrecognized tax benefits that were included in tax returns filed by the Company. Historically, a portion of the Company's operations have been included in tax returns filed by SPX or its subsidiaries that will not be part of the spin-off transaction As a result, some uncertain tax positions related to the Company's operations result in unrecognized tax benefits that are potential obligations of SPX or its subsidiaries that will not be part of the spin-off transaction. Because activities that give rise to these unrecognized tax benefits relate to the Company's operations, the impact of these items has been recorded to "Income tax provision" within our combined statements of operations, with the offset recorded to "Parent company investment" within our combined balance sheets.

        In addition, some of the Company's tax returns have included the operations of SPX subsidiaries that will not be part of the spin-off transaction. In certain of these cases, these subsidiaries' activities have given rise to unrecognized tax benefits for which the Company could be potentially liable. When required under the Income Taxes Topic of the Codification, we have recorded a liability for these uncertain tax positions within our combined balance sheets. However, since the potential obligations are the result of activities associated with operations that are not part of the spin-off transaction, we have not reflected any related adjustments within our "Income tax provision," but have instead recorded the charge directly to "Parent company investment" within our combined balance sheets.

F-37

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(10) Income Taxes (Continued)

Other Tax Matters

        During 2014, our income tax provision was impacted by the following income tax charges: (i) $18.7 related to increases in valuation allowances recorded against certain foreign deferred income tax assets, and (ii) $18.6 related to the repatriation of certain earnings of our non-U.S. subsidiaries. The impact of these items was partially offset by $3.8 of tax benefits related to various audit settlements and statute expirations.

        During 2013, our income tax provision was impacted by $3.9 related to net increases in valuation allowances recorded against certain foreign deferred income tax assets, partially offset by the following benefits: (i) $2.0 related to various audit settlements and statute expirations, and (ii) $0.7 associated with the Research and Experimentation Credit generated in 2012.

        During 2012, our income tax provision was impacted by income tax benefits of $18.3 associated with audit closures, settlements, statute expirations, and other changes in the accrual for uncertain tax positions, with the most notable being the closure of our German tax examination for the years 2005 through 2009.

        We review our income tax positions on a continuous basis and record a provision for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. As events change and resolutions occur, adjustments are made to amounts previously provided, such as in the case of audit settlements with taxing authorities.

        SPX has filed the federal income tax returns for the 2012 and 2013 tax years in which the results of our operations are included. Those returns are subject to examination, and we are jointly and severally liable for any additional liabilities which may result from an examination. The IRS is currently examining the 2012 tax return year. With regard to all open tax years, we believe any contingencies are adequately provided for.

        State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination or administrative appeal. We believe any uncertain tax positions related to these examinations have been adequately provided for.

        We have various foreign income tax returns under examination. The most significant of these are in Denmark for the 2006, 2007, 2009, and 2010 tax years and South Africa for the 2005 to 2010 tax years. We believe that any uncertain tax positions related to these examinations have been adequately provided for.

        An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.

F-38

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(11) Indebtedness

        Debt (other than related party notes payable, which are discussed in Note 17) at December 31, 2014 and 2013 comprised the following:

	December 31,
	2014		2013
Capital lease obligations(1)	$	12.0	$	15.8
Other indebtedness(2)		6.0		2.2
		18.0		18.0
Less: short-term debt		6.0		1.5
Less: current maturities of long-term debt		1.7		2.3
Total long-term debt	$	10.3	$	14.2

(1)

Includes obligations under various leasing arrangements. The weighted average interest rate on these obligations is approximately 6.0%. See Note 13 for further discussion.

(2)

Primarily includes outstanding borrowings under revolving lines of credit in Argentina and Brazil, under which we can borrow, in aggregate and on a continuous basis, up to approximately $10.0. These facilities are included in short-term debt as they are payable on demand. These facilities had a weighted-average interest rate of approximately 20.0% as of December 31, 2014.

        Maturities of long-term debt during each of the five years subsequent to December 31, 2014 are $1.7, $0.8, $0.6, $4.9 and $0.5, respectively.

        In addition to the above availability under revolving lines of credit, we also had approximately $6.0 of letters of credit outstanding under separate arrangements in China and India as of December 31, 2014. These facilities are available for performance letters of credit and guarantees in an aggregate principal amount up to the equivalent of approximately $10.0.

(12) Derivative Financial Instruments

Currency Forward Contracts and Currency Forward Embedded Derivatives

        We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the Euro, CNY and GBP.

        From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries ("FX forward contracts"). In addition, some of our contracts contain currency forward embedded derivatives ("FX embedded derivatives"), because the currency of exchange is not "clearly and closely" related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives' fair value are not included in current earnings, but are included in AOCI. These changes in

F-39

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(12) Derivative Financial Instruments (Continued)

fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives' fair value is recorded as a component of "Other income (expense), net" in the period in which the transaction is no longer considered probable of occurring. To the extent a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

        We had FX forward contracts with an aggregate notional amount of $84.4 and $90.7 outstanding as of December 31, 2014 and 2013, respectively, with substantially all such contracts scheduled to mature in 2015. We also had FX embedded derivatives with an aggregate notional amount of $53.4 and $78.6 at December 31, 2014 and 2013, respectively, with scheduled maturities of $46.3, $5.9 and $1.2 in 2015, 2016 and years thereafter, respectively. The unrealized losses, net of taxes, recorded in AOCI related to FX forward contracts were less than $0.1 as of December 31, 2014, while there were no such amounts as of December 31, 2013. The net gain recorded in "Other income (expense), net" related to FX forward contracts and FX embedded derivatives totaled $0.2 in 2014, $0.8 in 2013 and $2.0 in 2012.

        We enter into arrangements designed to provide the right of setoff in the event of counterparty default or insolvency, and have elected to offset the fair values of our FX forward contracts in our combined balance sheets. The gross fair values of our FX forward contracts and FX embedded derivatives, in aggregate, were $0.5 and $1.1 (gross assets) and $1.1 and $4.1 (gross liabilities) at December 31, 2014 and 2013, respectively.

Concentrations of Credit Risk

        Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, and foreign currency forward contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world. We periodically evaluate the credit standing of these financial institutions.

        We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced, and believe we are not exposed to significant risk of, loss in these accounts.

        We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.

        Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. We mitigate our credit risks by performing ongoing credit evaluations of our customers' financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.

F-40

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(13) Commitments and Contingent Liabilities

Leases

        We lease certain manufacturing facilities, offices, sales and service locations, machinery and equipment, vehicles and office equipment under various leasing programs accounted for as operating and capital leases, some of which include scheduled rent increases stated in the lease agreement. We do not have any significant leases that require rental payments based on contingent events nor have we received any significant lease incentive payments.

Operating leases

        The future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year are:

Year Ending December 31,
2015	$	25.0
2016		16.7
2017		11.0
2018		7.6
2019		4.9
Thereafter		18.8
Total minimum payments	$	84.0

        Total operating lease expense, inclusive of rent based on scheduled rent increases and rent holidays recognized on a straight-line basis, was $35.0, $36.1 and $36.2 in 2014, 2013 and 2012, respectively.

Capital leases

        Future minimum lease payments under capital lease obligations are:

Year Ending December 31,
2015	$	3.1
2016		1.4
2017		1.2
2018		5.0
2019		0.6
Thereafter		4.1
Total minimum payments		15.4
Less: interest		(3.4	)
Capital lease obligations as of December 31, 2014		12.0
Less: current maturities as of December 31, 2014		(1.7	)
Long-term portion as of December 31, 2014	$	10.3

        Our current and long-term capital lease obligations as of December 31, 2013 were $2.3 and $13.5, respectively.

F-41

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(13) Commitments and Contingent Liabilities (Continued)

        Assets held through capital lease agreements at December 31, 2014 and 2013 comprise the following:

	December 31,
	2014			2013
Buildings	$	17.4		$	17.3
Machinery and equipment		10.6			11.0
Other		3.3			3.6
Total		31.3			31.9
Less: accumulated depreciation		(10.4	)		(9.3	)
Net book value	$	20.9		$	22.6

Litigation and Contingent Liabilities

        We are subject to litigation matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

        We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We believe our compliance obligations with environmental protection laws and regulations should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

(14) Stock-Based Compensation

        Eligible employees of the Company have been granted equity awards under SPX's 2002 Stock Compensation Plan, as amended in 2006, 2011 and 2012. Unless otherwise noted below, the following disclosures relate to the Company's portion of such plans.

        SPX restricted stock shares and SPX restricted stock units may be granted to eligible employees in accordance with applicable equity compensation plan documents and agreements. Subject to participants' continued employment and other plan terms and conditions, the restrictions lapse and awards generally vest over a period of time, generally one or three years. In some instances, such as death, disability, or retirement, stock may vest concurrently with or following an employee's termination. A substantial portion of the SPX restricted stock shares and SPX restricted stock unit awards vest based on performance thresholds.

        Eligible employees received target performance awards in 2014 and 2013 in which the employee can earn between 25% and 125% of the target performance award in the event the award meets the required vesting criteria. Vesting for the 2014 and 2013 target performance awards is based on SPX shareholder return versus the S&P Composite 1500 Industrials Index over three-year periods ending December 31, 2016 and December 31, 2015, respectively.

        Each eligible non-officer employee also received awards in 2014, 2013 and 2012 that vest ratably over three years, subject only to the passage of time. Officers of SPX received awards in 2014 and 2013 that vest ratably over three years, subject to an internal performance metric.

F-42

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(14) Stock-Based Compensation (Continued)

        Vesting for the 2012 target performance awards was based on the SPX shareholder return versus the S&P 500 Index. On each vesting date, the SPX shareholder return was compared to the performance of the S&P 500 Index for the prior year and for the cumulative period since the date of the grant. If SPX outperformed the S&P 500 Index for the prior year, the one-third portion of the grant associated with that year vested. If SPX outperformed the S&P 500 Index for the cumulative period, any unvested portion of the grant that was subject to vesting on or prior to the vesting date vested.

        SPX restricted stock shares and SPX restricted stock units that do not vest within the applicable vesting period are forfeited.

        The recognition of compensation expense for SPX share-based awards is based on their grant date fair values. The fair value of each award is amortized over the lesser of the award's requisite or derived service period, which is generally up to three years. For the years ended December 31, 2014, 2013 and 2012, we recognized compensation expense of $5.2, $6.3 and $7.8, respectively, related to SPX restricted stock shares and SPX restricted stock units granted to Company employees, with the related tax benefit being $1.9, $2.3 and $3.0. In addition, the combined statements of operations for the years ended December 31, 2014, 2013 and 2012 include an allocation of stock-based compensation expense of $14.8, $11.1 and $13.0, respectively, related to eligible SPX corporate employees, with the related tax benefit being $5.4, $4.1 and $4.9 for the years ended December 31, 2014, 2013 and 2012, respectively. See Note 1 for a discussion of the methodology used to allocate corporate-related costs.

        The Monte Carlo simulation model valuation technique is used to determine fair value of SPX's restricted stock shares and restricted stock units that contain a "market condition." The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each restricted stock share and restricted stock unit award. The following assumptions were used in determining the fair value of the awards granted on the dates indicated below:

	Annual Expected Stock Price Volatility			Annual Expected Dividend Yield			Risk-free Interest Rate			Correlation Between Total Shareholder Return for SPX and the Applicable S&P Index
January 2, 2014:
SPX Corporation		33.7	%		1.02	%		0.76	%		0.7631
S&P Composite 1500 Industrials Index		19.9	%		n/a			0.76	%
January 2, 2013:
SPX Corporation		36.3	%		1.42	%		0.37	%		0.7778
S&P Composite 1500 Industrials Index		22.4	%		n/a			0.37	%
January 3, 2012:
SPX Corporation		44.3	%		1.60	%		0.44	%		0.7365
S&P 500 Index		23.1	%		n/a			0.44	%

        Annual expected stock price volatility is based on the three-year SPX historical volatility. The annual expected dividend yield is based on annual expected SPX dividend payments and the stock price

F-43

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(14) Stock-Based Compensation (Continued)

on the date of grant. The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.

        The following table summarizes the SPX restricted stock share and SPX restricted stock unit activity from December 31, 2011 through December 31, 2014 for the Company's employees:

	Unvested SPX Restricted Stock Shares and SPX Restricted Stock Units			Weighted-Average Grant-Date Fair Value per Share
Outstanding at December 31, 2011		0.302		$	54.28
Granted		0.161			52.37
Vested		(0.035	)		35.26
Forfeited and other		(0.043	)		55.14
Outstanding at December 31, 2012		0.385			55.18
Granted		0.115			62.90
Vested		(0.118	)		54.85
Forfeited and other		(0.112	)		53.97
Outstanding at December 31, 2013		0.270			59.10
Granted		0.071			89.37
Vested		(0.066	)		59.78
Forfeited and other		(0.126	)		59.39
Outstanding at December 31, 2014		0.149			72.93

        As of December 31, 2014, there was $5.3 of unrecognized compensation cost related to SPX's restricted stock share and restricted stock unit compensation arrangements for Company employees. We expect this cost to be recognized over a weighted-average period of 1.7 years.

(15) Accumulated Other Comprehensive Loss

        The changes in the components of accumulated other comprehensive loss, net of tax, for the year ended December 31, 2014 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Losses on Qualifying Cash Flow Hedges		Net Unrealized Losses on Available-for-Sale Securities			Pension Liability Adjustment and Other(1)			Total
Balance at December 31, 2013	$	(15.1	)	$	—	$	(3.7	)	$	(0.1	)	$	(18.9	)
Other comprehensive income (loss) before reclassifications		(204.2	)		—		3.6			0.1			(200.5	)
Amounts reclassified from accumulated other comprehensive loss		—			—		0.1			0.1			0.2
Current period other comprehensive income (loss)		(204.2	)		—		3.7			0.2			(200.3	)
Balance at December 31, 2014	$	(219.3	)	$	—	$	—		$	0.1		$	(219.2	)

(1)

Net of tax benefit of $0 and $0.1 as of December 31, 2014 and 2013, respectively. The balances as of December 31, 2014 and 2013 include unamortized prior service credits (costs).

F-44

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(15) Accumulated Other Comprehensive Loss (Continued)

        The changes in the components of accumulated other comprehensive loss, net of tax, for the year ended December 31, 2013 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Gains (Losses) on Qualifying Cash Flow Hedges(1)			Net Unrealized Losses on Available-for-Sale Securities			Pension Liability Adjustment and Other(2)			Total
Balance at December 31, 2012	$	(26.7	)	$	0.6		$	(3.1	)	$	(0.1	)	$	(29.3	)
Other comprehensive income (loss) before reclassifications		11.6			—			(0.6	)		—			11.0
Amounts reclassified from accumulated other comprehensive loss		—			(0.6	)		—			—			(0.6	)
Current period other comprehensive income (loss)		11.6			(0.6	)		(0.6	)		—			10.4
Balance at December 31, 2013	$	(15.1	)	$	—		$	(3.7	)	$	(0.1	)	$	(18.9	)

(1)

Net of tax provision of $0.4 as of December 31, 2012.

(2)

Net of tax benefit of $0.1 as of December 31, 2013 and 2012. The balances as of December 31, 2013 and 2012 include unamortized prior service costs.

        Gains (losses) reclassified from accumulated other comprehensive loss related to qualifying cash flow hedges, available-for-sale securities and unamortized prior service costs (credits) were recorded in revenues, other income (expense) and selling, general and administrative expense, respectively, in the accompanying combined statements of operations during the years ended December 31, 2014 and 2013.

(16) Fair Value

        Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3—Significant inputs to the valuation model are unobservable.

        There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.

F-45

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(16) Fair Value (Continued)

        The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Derivative Financial Instruments

        Our derivative financial assets and liabilities include FX forward contracts and FX embedded derivatives, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

        As of December 31, 2014 and 2013, the gross fair values of our derivative financial assets and liabilities, in aggregate, were $0.5 and $1.1 (gross assets) and $1.1 and $4.1 (gross liabilities), respectively. As of December 31, 2014, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments are collateralized under SPX's senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties' credit risks.

Investments in Equity Securities

        During 2014, we sold all our previously owned available-for-sale securities, which included equity investments traded in active international markets. These securities were measured at fair value using closing stock prices from active markets and were classified within Level 1 of the valuation hierarchy. These assets had a fair market value of $3.0 at December 31, 2013, and were sold for cash proceeds of $6.7 in 2014.

        Certain of our investments in equity securities that are not readily marketable are accounted for under the fair value option and are classified as Level 3 assets in the fair value hierarchy, with such values determined by multidimensional pricing models. These models consider market activity based on modeling of securities with similar credit quality, duration, yield and structure. A variety of inputs are used, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spread and reference data including market research publications. Market indicators, industry and economic events are also considered. We have not made any adjustments to the inputs obtained from the independent sources. At December 31, 2014 and 2013, these assets had a fair value of $7.4 and $1.4, respectively.

        The table below presents a reconciliation of our investment in equity securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended

F-46

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(16) Fair Value (Continued)

December 31, 2014 and 2013, including net unrealized gains (losses) recorded to "Other income (expense), net."

	Reconciliation of Equity Securities using Significant Unobservable Inputs (Level 3)
Balance at December 31, 2012	$	7.5
Cash consideration received and other		(5.2	)
Unrealized losses recorded to earnings		(0.9	)
Balance at December 31, 2013		1.4
Unrealized gains recorded to earnings		6.0
Balance at December 31, 2014	$	7.4

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets

        Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of December 31, 2014, and with the exception of the impairment charges noted below, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.

        During 2014, 2013 and 2012, we recorded impairment charges of $11.7, $4.7 and $2.0, respectively, related to the trademarks of certain businesses within our Power and Energy, Food and Beverage and Industrial reportable segments as we determined that the fair values of the trademarks were less than the carrying values. The fair values of the trademarks were determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflected current market conditions (unobservable inputs—Level 3).

Indebtedness and Other

        The estimated fair value of other financial liabilities (excluding capital leases and related party notes payable) not measured at fair value on a recurring basis as of December 31, 2014 and 2013 are considered to approximate carrying value due primarily to the short-term nature of these instruments. At December 31, 2014 and 2013, the aggregate estimated fair values of our related party notes payable were approximately $1,127.0 and $1,076.0, respectively, compared to the respective carrying values of $1,003.1 and $988.4.

        The carrying amounts of cash and equivalents and receivables (excluding related party notes receivable) reported in our combined balance sheets approximate fair value due to the short-term nature of those instruments. At December 31, 2014 and 2013, the aggregate estimated fair values of our related party notes receivable were approximately $758.0 and $682.0, respectively, compared to the respective carrying values of $707.1 and $763.4.

F-47

Notes to Combined Financial Statements (Continued)

(All currency amounts are in millions)

(17) Related Party Transactions

        The combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of SPX.

Allocation of General Corporate Expenses

        The combined statements of operations include expenses for certain centralized functions and other programs provided and/or administered by SPX that are charged directly to business units of the Company. In addition, for purposes of preparing these combined financial statements on a "carve-out" basis, we have allocated a portion of SPX's total corporate expenses to the Company. See Note 1 for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these financial statements on a "carve-out" basis.

Related Party Sales and Purchases

        For the years ended December 31, 2014, 2013 and 2012, the Company sold products to SPX (and its affiliates that are not part of the planned spin-off transaction) totaling $1.1, $0.3 and $4.2, respectively, which are included in revenues in the combined statements of operations. The Company had purchases from SPX (and its affiliates that are not part of the planned spin-off transaction) totaling $1.6, $0.2 and $1.7 in 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013, the aggregate amount of inventories purchased from SPX (and its affiliates that are not part of the planned spin-off transaction) that remained on the Company's combined balance sheets was not significant.

Related Party Notes

        As of December 31, 2014 and 2013, the Company had related party notes receivable of $707.1 and $763.4, respectively, with SPX serving as the counterparty. These notes mature in 2033 and had a weighted-average interest rate of approximately 6.0% as of December 31, 2014.

        As of December 31, 2014 and 2013, the Company had related party notes payable of $1,003.1 and $988.4, respectively, with SPX (and certain other of its affiliates that are not part of the planned spin-off transaction) serving as the counterparties. Certain of these notes are payable on the lender's demand and are recorded in the accompanying combined balance sheets as "Current maturities of related party notes payable." The remainder of these notes mature between 2017 and 2033, and are recorded as a long-term liability within "Related party notes payable." In aggregate, we recorded interest expense of $72.9, $61.1 and $55.9 for the years ended December 31, 2014, 2013 and 2012, respectively, related to these notes. The weighted-average interest rate for these notes was approximately 7.0% as of December 31, 2014.

(18) Subsequent Events

        The combined financial statements reflect our evaluation of all events that have occurred subsequent to December 31, 2014 through May 14, 2015, which is the date that the combined financial statements are available to be issued.

F-48

Flow Business

Condensed Combined Statements of Operations

(Unaudited; in millions)

	Six months ended
	June 27, 2015			June 28, 2014
Revenues	$	1,186.3		$	1,365.6
Costs and expenses:
Cost of products sold		786.8			918.0
Selling, general and administrative		282.1			313.8
Intangible amortization		11.9			13.7
Special charges, net		7.1			10.7
Operating income		98.4			109.4
Other income, net		4.3			—
Related party interest expense, net		(9.6	)		(12.4	)
Other interest income (expense), net		(0.7	)		1.4
Income before income taxes		92.4			98.4
Income tax provision		(22.6	)		(41.0	)
Net income		69.8			57.4
Less: Net income (loss) attributable to noncontrolling interests		(0.7	)		0.2
Net income attributable to the Flow Business	$	70.5		$	57.2

The accompanying notes are an integral part of these statements.

F-49

Flow Business

Condensed Combined Statements of Comprehensive Income (Loss)

(Unaudited; in millions)

	Six months ended
	June 27, 2015			June 28, 2014
Net income	$	69.8		$	57.4
Other comprehensive income (loss), net:
Net unrealized losses on qualifying cash flow hedges, net of tax benefit of $0 for the six months ended June 27, 2015		(0.1	)		—
Net unrealized gains on available-for-sale securities		—			3.7
Foreign currency translation adjustments		(92.8	)		0.8
Other comprehensive income (loss), net		(92.9	)		4.5
Total comprehensive income (loss)		(23.1	)		61.9
Less: Total comprehensive income (loss) attributable to noncontrolling interests		(1.6	)		0.9
Total comprehensive income (loss) attributable to the Flow Business	$	(21.5	)	$	61.0

The accompanying notes are an integral part of these statements.

F-50

Flow Business

Condensed Combined Balance Sheets

(Unaudited; in millions)

	June 27, 2015			December 31, 2014
ASSETS
Current assets:
Cash and equivalents	$	175.1		$	216.6
Accounts receivable, net		615.7			591.9
Related party accounts receivable		21.7			16.6
Inventories, net		344.7			330.0
Other current assets		50.3			36.4
Deferred income taxes		54.8			52.6
Total current assets		1,262.3			1,244.1
Property, plant and equipment:
Land		29.9			30.8
Buildings and leasehold improvements		154.3			158.6
Machinery and equipment		368.2			350.0
		552.4			539.4
Accumulated depreciation		(275.1	)		(267.0	)
Property, plant and equipment, net		277.3			272.4
Goodwill		1,047.2			1,081.0
Intangibles, net		630.9			659.3
Other assets		65.2			64.2
Related party notes receivable		670.0			707.1
TOTAL ASSETS	$	3,952.9		$	4,028.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	266.0		$	252.0
Related party accounts payable		14.5			11.9
Accrued expenses		411.6			426.1
Income taxes payable		40.2			35.4
Short-term debt		6.0			6.0
Current maturities of long-term debt		1.1			1.7
Current maturities of related party notes payable		3.8			36.8
Total current liabilities		743.2			769.9
Long-term debt		9.7			10.3
Related party notes payable		387.5			966.3
Deferred and other income taxes		225.4			234.1
Other long-term liabilities		103.0			108.7
Total long-term liabilities		725.6			1,319.4
Commitments and contingent liabilities (Note 12)
Equity:
Parent company investment		2,783.7			2,144.6
Accumulated other comprehensive loss		(311.2	)		(219.2	)
Total parent company equity		2,472.5			1,925.4
Noncontrolling interests		11.6			13.4
Total equity		2,484.1			1,938.8
TOTAL LIABILITIES AND EQUITY	$	3,952.9		$	4,028.1

The accompanying notes are an integral part of these statements.

F-51

Flow Business

Condensed Combined Statements of Equity

(Unaudited; in millions)

	Six months ended June 27, 2015
	Parent Company Investment		Accumulated Other Comprehensive Loss			Total Parent Company Equity			Noncontrolling Interests			Total Equity
Equity at beginning of year	$	2,144.6	$	(219.2	)	$	1,925.4		$	13.4		$	1,938.8
Net income (loss)		70.5		—			70.5			(0.7	)		69.8
Other comprehensive loss, net		—		(92.0	)		(92.0	)		(0.9	)		(92.9	)
Net transfers from parent		568.6		—			568.6			—			568.6
Dividends attributable to noncontrolling interests		—		—			—			(0.2	)		(0.2	)
Equity at end of period	$	2,783.7	$	(311.2	)	$	2,472.5		$	11.6		$	2,484.1

	Six months ended June 28, 2014
	Parent Company Investment			Accumulated Other Comprehensive Loss			Total Parent Company Equity			Noncontrolling Interests			Total Equity
Equity at beginning of year	$	2,257.8		$	(18.9	)	$	2,238.9		$	11.6		$	2,250.5
Net income		57.2			—			57.2			0.2			57.4
Other comprehensive income, net		—			3.8			3.8			0.7			4.5
Net transfers to parent		(114.4	)		—			(114.4	)		—			(114.4	)
Other changes in noncontrolling interests		—			—			—			(0.4	)		(0.4	)
Equity at end of period	$	2,200.6		$	(15.1	)	$	2,185.5		$	12.1		$	2,197.6

The accompanying notes are an integral part of these statements.

F-52

Flow Business

Condensed Combined Statements of Cash Flows

(Unaudited; in millions)

	Six months ended
	June 27, 2015			June 28, 2014
Cash flows from operating activities:
Net income	$	69.8		$	57.4
Adjustments to reconcile net income to net cash from operating activities:
Special charges, net		7.1			10.7
Deferred and other income taxes		(3.9	)		20.4
Depreciation and amortization		29.5			35.0
Changes in operating assets and liabilities:
Accounts receivable and other assets		(68.1	)		36.2
Inventories		(27.5	)		(22.5	)
Accounts payable, accrued expenses and other		39.2			(10.7	)
Cash spending on restructuring actions		(5.1	)		(7.9	)
Net cash from operating activities		41.0			118.6
Cash flows used in investing activities:
Proceeds from asset sales and other, net		1.6			7.1
Increase in restricted cash		(0.1	)		(0.7	)
Capital expenditures		(22.6	)		(13.8	)
Net cash used in investing activities		(21.1	)		(7.4	)
Cash flows used in financing activities:
Repayments of related party notes payable		(5.4	)		—
Borrowings under other financing arrangements		1.0			5.3
Repayments of other financing arrangements		(1.3	)		(2.5	)
Change in noncontrolling interest in subsidiary		—			(0.4	)
Dividends paid to noncontrolling interest in subsidiary		(0.2	)		—
Change in parent company investment		(48.7	)		(119.0	)
Net cash used in financing activities		(54.6	)		(116.6	)
Change in cash and equivalents due to changes in foreign currency exchange rates		(6.8	)		(1.4	)
Net change in cash and equivalents		(41.5	)		(6.8	)
Combined cash and equivalents, beginning of period		216.6			257.8
Combined cash and equivalents, end of period	$	175.1		$	251.0

The accompanying notes are an integral part of these statements.

F-53

Notes to Condensed Combined Financial Statements

(Unaudited; in millions, except per share data)

(1) Background and Basis of Presentation

Background

        On October 29, 2014, SPX Corporation ("SPX") announced that its Board of Directors had unanimously approved a plan to spin off its Flow business, comprising its Flow Technology reportable segment, its Hydraulic Technologies business, and certain of its corporate subsidiaries (collectively, the "Company," "we," "us," or "our"), and separate into two distinct, publicly-traded companies. Under the plan, SPX would execute a spin-off of the Company by way of a pro-rata distribution of common stock of the Company to SPX's shareholders of record as of the spin-off transaction record date. In connection with the spin-off transaction, SPX is being treated as the accounting spinnor, consistent with the legal form of the transaction. Following the spin-off transaction, the Company will operate under the name SPX FLOW, Inc.

        We expect that the transaction will be completed by the end of the third quarter of 2015. The completion of the spin-off is subject to certain customary conditions, including effectiveness of the appropriate filings with the Securities and Exchange Commission ("SEC") and final approval by SPX's Board of Directors. There are no assurances as to when the planned spin-off will be completed, if at all.

Basis of Presentation

        We prepared the condensed combined financial statements pursuant to the rules and regulations of the SEC for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States ("GAAP") can be condensed or omitted. In our opinion, these financial statements include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation.

        The condensed combined financial statements reflect the combined operations of the Company as it will be constituted following the spin-off. These condensed combined financial statements have been derived from the condensed consolidated financial statements and accounting records of SPX and have been prepared in conformity with GAAP, and the unaudited information included herein should be read in conjunction with the annual combined financial statements beginning on page F-3 of this information statement. Interim results are not necessarily indicative of full year results. Furthermore, preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The condensed combined financial statements may not be indicative of the Company's future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had it operated as an independent company during the periods presented.

        The condensed combined statements of operations include costs for certain centralized functions and programs provided and/or administered by SPX that are charged directly to SPX's business units, including business units of the Company. These centralized functions and programs include, but are not limited to, information technology, payroll services, shared services for accounting, supply chain and manufacturing operations, and business and health insurance coverage. In recent years, SPX has continued to centralize certain functions in an effort to reduce overall costs and standardize processes across its businesses. During the six months ended June 27, 2015 and June 28, 2014, $53.0 and $50.0, respectively, of such costs were directly charged to the Company's business units and were included in selling, general and administrative expenses in the accompanying condensed combined statements of operations.

        In addition, for purposes of preparing these condensed combined financial statements on a "carve-out" basis, we have allocated a portion of SPX's total corporate expenses to the Company. These expense allocations include the cost of corporate functions and/or resources provided by SPX

F-54

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(1) Background and Basis of Presentation (Continued)

including, but not limited to, executive management, finance and accounting, legal, and human resources support, and the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China, and include the related benefit costs associated with such functions, such as pension and postretirement benefits and stock-based compensation. During the six months ended June 27, 2015 and June 28, 2014, the Company was allocated $36.4 and $45.1, respectively, of such general corporate and related benefit costs, which were primarily included within selling, general and administrative expenses in the condensed combined statements of operations. A detailed description of the methodology used to allocate corporate-related costs is included in the annual combined financial statements beginning on page F-8 of this information statement.

        We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2015 are March 28, June 27 and September 26, compared to the respective March 29, June 28 and September 27, 2014 dates. We had one less day in the first quarter of 2015 and will have one more day in the fourth quarter of 2015 than in the respective 2014 periods.

(2) New Accounting Pronouncements

        The following is a summary of new accounting pronouncements that apply or may apply to our business.

        In April 2014, the Financial Accounting Standards Board ("FASB") issued an amendment to guidance to change the criteria for determining which disposals of components of an entity can be presented as discontinued operations and to modify related disclosure requirements. Under the amended guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. The amendment states that a "strategic shift" could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The standard no longer precludes presentation as a discontinued operation if there are operations and cash flows of the component that have not been eliminated from the reporting entity's ongoing operations, or there is significant continuing involvement with a component after its disposal. This amendment is effective for interim and annual reporting periods beginning after December 15, 2014 and shall be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. There were no such disposals during the six months ended June 27, 2015.

        In May 2014, the FASB issued a new standard on revenue recognition that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new standard contains a five-step approach that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s) with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to separate performance obligations, and (v) recognizing revenue when (or as) each performance obligation is satisfied. The new standard requires a number of disclosures intended to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue, and the related cash flows. The disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in

F-55

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(2) New Accounting Pronouncements (Continued)

applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. We are currently evaluating the effect that this new standard will have on our condensed combined financial statements.

        In April 2015, the FASB issued a new standard that requires debt issuance costs related to a recognized debt liability to be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2015, and shall be applied retrospectively. There are no debt issuance costs in our condensed combined balance sheets as of June 27, 2015 and December 31, 2014. Accordingly, the impact of the adoption of this standard will be based on any future debt issuance costs we may incur.

        In April 2015, the FASB issued an amendment to existing guidance that, among other changes, permits an entity that has a significant event in an interim period that requires a remeasurement of defined benefit plan assets and obligations to remeasure such assets and obligations using the month-end date that is closest to the date of the significant event, rather than the date of the plan event. Under the amended guidance, the month-end remeasurement of defined benefit plan assets and obligations that is closest to the date of the significant event should be adjusted to reflect any effects of the significant event, to the extent those effects are not captured in the month-end measurement. An entity is required to disclose its accounting policy election and the dates used to measure defined benefit plan assets and obligations in accordance with the provisions of this amended guidance. Although earlier application is permitted, the amendments are effective for interim and annual reporting periods beginning after December 15, 2015, and shall be applied prospectively. The impact of the adoption of this amendment on our condensed combined financial statements, if elected, will be based on any future significant events of our defined benefit pension and postretirement plans.

(3) Information on Reportable Segments, Corporate Expense and Other

        We are a global supplier of highly specialized, engineered solutions with operations in over 35 countries and sales in over 150 countries around the world. Many of our innovative solutions play a role in helping to meet rising global demand for processed foods and beverages and power and energy, particularly in emerging markets.

        We aggregate our operating segments into three reportable segments: Food and Beverage, Power and Energy, and Industrial. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers and distribution methods. In determining our segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification to operating income or loss of each segment before considering impairment and special charges, pension and postretirement expense/income, stock-based compensation and other indirect corporate expenses. This is consistent with the way our chief operating decision maker evaluates the results of each segment.

Food and Beverage Reportable Segment

        The Food and Beverage reportable segment operates in a regulated, global industry with customers who demand highly engineered, turn-key solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include mixing, drying, evaporation and separation systems and components, plate heat exchangers, and reciprocating and centrifugal pump technologies. Our core brands include Anhydro, APV, Bran+Luebbe, e&e, Gerstenberg Schroeder, LIGHTNIN, Seital, and Waukesha Cherry-Burrell.

F-56

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(3) Information on Reportable Segments, Corporate Expense and Other (Continued)

Power and Energy Reportable Segment

        The Power and Energy reportable segment primarily serves customers in the oil and gas industry and, to a lesser extent, the nuclear and other conventional power industries. A large portion of the segment's revenues are concentrated on oil extraction, production and transportation at existing wells and pipeline applications. The underlying drivers of this segment include increasing demand for power and energy driven by population growth and an expanding middle class. Key products for the segment include pumps, valves and the related accessories, while the core brands include APV, Bran+Luebbe, ClydeUnion Pumps, Copes-Vulcan, Dollinger Filtration, LIGHTNIN, M&J Valve, Plenty, and Vokes.

Industrial Reportable Segment

        The Industrial reportable segment primarily serves customers in the chemical, mining, pharmaceutical, marine, shipbuilding, infrastructure construction, automotive and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and plate heat exchangers. Core brands include Airpel, APV, Bolting Systems, Delair, Deltech, Hankison, Jemaco, Johnson Pump, LIGHTNIN, Power Team, and Stone.

Corporate Expense

        Corporate expense includes allocations of the cost of corporate functions and/or resources provided by SPX. A detailed description of the methodology used to allocate corporate-related costs is included in the annual combined financial statements beginning on page F-8 of this information statement.

        Financial data for our reportable segments for the six months ended June 27, 2015 and June 28, 2014 were as follows:

	Six months ended
	June 27, 2015		June 28, 2014
Revenues:(1)
Food and Beverage	$	454.1	$	475.7
Power and Energy		348.3		473.1
Industrial		383.9		416.8
Total revenues	$	1,186.3	$	1,365.6
Income:
Food and Beverage	$	53.0	$	39.8
Power and Energy		41.5		68.6
Industrial		53.1		61.9
Total income for reportable segments		147.6		170.3
Corporate expense		24.6		29.9
Stock-based compensation expense		15.5		14.6
Pension and postretirement expense		2.0		5.7
Special charges, net		7.1		10.7
Combined operating income	$	98.4	$	109.4

(1)

Under the percentage-of-completion method, we recognized revenues of $237.8 and $274.0 in the six months ended June 27, 2015 and June 28, 2014, respectively. Costs and

F-57

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(3) Information on Reportable Segments, Corporate Expense and Other (Continued)

estimated earnings in excess of billings on contracts accounted for under the percentage-of-completion method were $154.3 and $139.5 as of June 27, 2015 and December 31, 2014, respectively, and are reported as a component of "Accounts receivable, net" in the condensed combined balance sheets. Billings in excess of costs and estimated earnings on uncompleted contracts accounted for under the percentage-of-completion method were $85.0 and $82.3 as of June 27, 2015 and December 31, 2014, respectively, and are reported as a component of "Accrued expenses" in the condensed combined balance sheets.

(4) Special Charges, Net

        Special charges, net, for the six months ended June 27, 2015 and June 28, 2014 are described in more detail below:

	Six months ended
	June 27, 2015		June 28, 2014
Food and Beverage	$	2.7	$	1.9
Power and Energy		2.3		8.0
Industrial		2.1		0.2
Other		—		0.6
Total	$	7.1	$	10.7

        Food and Beverage reportable segment—Charges for the six months ended June 27, 2015 related primarily to severance and other costs associated with (i) the consolidation of facilities in Europe and (ii) a restructuring initiative in South America. Charges for the six months ended June 28, 2014 related primarily to severance and other costs associated with the reorganization of the segment's commercial organization in Europe.

        Power and Energy reportable segment—Charges for the six months ended June 27, 2015 related primarily to severance and other costs associated with actions that were taken to reduce the cost base of Clyde Union in response to the significant decline in oil prices that began in the latter half of 2014 and has continued into 2015, which has resulted in a reduction in capital spending on original equipment by our customers in the oil and gas industries. Charges for the six months ended June 28, 2014 related primarily to severance and other costs associated with restructuring initiatives at various locations in Europe and the U.S. These actions also were taken primarily to reduce the cost base of Clyde Union.

        Industrial reportable segment—Charges for the six months ended June 27, 2015 related primarily to severance and other costs associated with a reorganization of the commercial and operational structure of certain of the segment's businesses in Europe. Charges for the six months ended June 28, 2014 related primarily to severance and other costs associated with restructuring initiatives in the Asia Pacific region.

        Other—Charges for the six months ended June 28, 2014 related primarily to an allocation of special charges associated with SPX's corporate functions and activities. A detailed description of the methodology used to allocate corporate-related costs is included in the annual combined financial statements beginning on page F-8 of this information statement.

        Expected charges still to be incurred under actions approved as of June 27, 2015 were approximately $2.0.

F-58

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(4) Special Charges, Net (Continued)

        The following is an analysis of our restructuring liabilities for the six months ended June 27, 2015 and June 28, 2014:

	Six months ended
	June 27, 2015			June 28, 2014
Balance at beginning of year	$	9.2		$	10.1
Special charges(1)		6.9			10.7
Utilization—cash		(5.1	)		(7.9	)
Currency translation adjustment and other		(0.5	)		0.1
Balance at end of period	$	10.5		$	13.0

(1)

The six months ended June 27, 2015 excluded $0.2 of non-cash charges that impacted special charges but not the restructuring liabilities.

(5) Inventories, Net

        Inventories, net, at June 27, 2015 and December 31, 2014 comprised the following:

	June 27, 2015			December 31, 2014
Finished goods	$	91.9		$	98.2
Work in process		109.7			99.1
Raw materials and purchased parts		150.4			140.5
Total FIFO cost		352.0			337.8
Excess of FIFO cost over LIFO inventory value		(7.3	)		(7.8	)
Total inventories	$	344.7		$	330.0

        Inventories, net, include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out ("LIFO") method. These inventories were approximately 7% and 6% of total inventory at June 27, 2015 and December 31, 2014, respectively. Other inventories are valued using the first-in, first-out ("FIFO") method.

(6) Goodwill and Other Intangible Assets

        The changes in the carrying amount of goodwill, by reportable segment for the six months ended June 27, 2015, were as follows:

	December 31, 2014		Goodwill Resulting from Business Combinations		Impairments		Foreign Currency Translation and Other			June 27, 2015
Food and Beverage	$	293.7	$	—	$	—	$	(18.6	)	$	275.1
Power and Energy		562.9		—		—		(9.1	)		553.8
Industrial(1)		224.4		—		—		(6.1	)		218.3
Total	$	1,081.0	$	—	$	—	$	(33.8	)	$	1,047.2

(1)

The carrying amount of goodwill included $67.7 of accumulated impairments as of June 27, 2015 and December 31, 2014.

F-59

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(6) Goodwill and Other Intangible Assets (Continued)

        Identifiable intangible assets were as follows:

	June 27, 2015							December 31, 2014
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Intangible assets with determinable lives:
Customer relationships	$	353.8	$	(88.5	)	$	265.3	$	363.2	$	(83.5	)	$	279.7
Technology		134.9		(37.6	)		97.3		141.7		(36.3	)		105.4
Patents		6.8		(4.4	)		2.4		6.8		(4.3	)		2.5
Other		13.6		(10.6	)		3.0		14.4		(10.8	)		3.6
		509.1		(141.1	)		368.0		526.1		(134.9	)		391.2
Trademarks with indefinite lives		262.9		—			262.9		268.1		—			268.1
Total	$	772.0	$	(141.1	)	$	630.9	$	794.2	$	(134.9	)	$	659.3

        At June 27, 2015, the net carrying value of intangible assets with determinable lives consisted of $254.9 in the Power and Energy reportable segment, $71.7 in the Food and Beverage reportable segment, and $41.4 in the Industrial reportable segment. Trademarks with indefinite lives consisted of $110.2 in the Food and Beverage reportable segment, $91.5 in the Power and Energy reportable segment, and $61.2 in the Industrial reportable segment.

        We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indications may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

        We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflects current market conditions.

        No impairment charges were recorded in the first half of 2015 or 2014. Changes in the gross carrying value of trademarks and other identifiable intangible assets relate to foreign currency translation.

(7) Warranty

        The following is an analysis of our product warranty accrual for the periods presented:

	Six months ended
	June 27, 2015			June 28, 2014
Balance at beginning of year	$	18.4		$	20.4
Provisions		4.4			3.9
Usage		(6.1	)		(5.7	)
Currency translation adjustment		(0.8	)		0.2
Balance at end of period		15.9			18.8
Less: Current portion of warranty		14.7			18.3
Non-current portion of warranty	$	1.2		$	0.5

F-60

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(8) Employee Benefit Plans

        Pension and postretirement expense includes net periodic benefit expense associated with defined benefit pension and postretirement plans we sponsor, as well as an allocation of a portion of the net periodic benefit expense associated with defined benefit pension and postretirement plans sponsored by SPX.

Components of Net Periodic Pension and Postretirement Benefit Expense

        The net periodic pension benefit expense for the foreign pension plans we sponsor was $1.4 and $1.8 for the six months ended June 27, 2015 and June 28, 2014, respectively, and was comprised of service and interest costs. The net periodic benefit expense for the domestic postretirement plans we sponsor was $0.2 for both the six months ended June 27, 2015 and June 28, 2014.

        Net periodic benefit cost allocated to the Company related to the plans sponsored by SPX was $0.4 and $3.7 for the six months ended June 27, 2015 and June 28, 2014, respectively.

Employer Contributions

        During the first half of 2015, contributions to the foreign and domestic pension plans we sponsor were less than $0.1.

(9) Income Taxes

Unrecognized Tax Benefits

        As of June 27, 2015, we had gross unrecognized tax benefits of $29.3 (net unrecognized tax benefits of $16.0), of which $15.5, if recognized, would impact our effective tax rate.

        We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of June 27, 2015, gross accrued interest totaled $2.1 (net accrued interest of $1.9), and there was no accrual for penalties included in our unrecognized tax benefits.

        Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $2.5 to $7.5. The previously unrecognized tax benefits relate to a variety of tax matters, including prior acquisitions and dispositions, and transfer pricing.

        The unrecognized tax benefits described above represent amounts that were included in tax returns filed by the Company. Historically, a portion of the Company's operations have been included in tax returns filed by SPX or its subsidiaries that will not be part of the spin-off transaction. As a result, some uncertain tax positions related to the Company's operations result in unrecognized tax benefits that are potential obligations of SPX or its subsidiaries that will not be part of the spin-off transaction. Because activities that give rise to these unrecognized tax benefits relate to the Company's operations, the impact of these items has been recorded to "Income tax provision" within our condensed combined statements of operations, with the offset recorded to "Parent company investment" within our condensed combined balance sheets.

        In addition, some of the Company's tax returns have included the operations of SPX subsidiaries that will not be part of the spin-off transaction. In certain of these cases, these subsidiaries' activities have given rise to unrecognized tax benefits for which the Company could be potentially liable. When required under the Income Taxes Topic of the Codification, we have recorded a liability for these uncertain tax positions within our condensed combined balance sheets. However, since the potential obligations are the result of activities associated with operations that are not part of the spin-off transaction, we have not reflected any related amounts within our "Income tax provision", but have instead recorded the amounts directly to "Parent company investment" within our condensed combined balance sheets.

F-61

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(9) Income Taxes (Continued)

Other Tax Matters

        During the six months ended June 27, 2015, our income tax provision was impacted by a tax benefit of $2.0 related to foreign exchange losses recognized for income tax purposes with respect to a foreign branch.

        During the six months ended June 28, 2014, our income tax provision was impacted by a tax charge of $17.0 resulting from increases in valuation allowances recorded against certain foreign deferred income tax assets.

        We review our income tax positions on a continuous basis and record a provision for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. As events change and resolutions occur, adjustments are made to amounts previously provided, such as in the case of audit settlements with taxing authorities.

        SPX has filed the federal income tax returns for the 2012 and 2013 tax years in which the results of our operations are included. Those returns are subject to examination, and we are jointly and severally liable for any additional liabilities which may result from an examination. With regard to all open tax years, we believe any contingencies are adequately provided for.

        State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination or administrative appeal. We believe any uncertain tax positions related to these examinations have been adequately provided for.

        We have various foreign income tax returns under examination. The most significant of these are in Denmark for the 2006, 2007, and 2010 tax years and in South Africa for the 2009 tax year. We believe that any uncertain tax positions related to these examinations have been adequately provided for.

        An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.

(10) Indebtedness

        Debt (other than related party notes payable, which are discussed further in Note 16) at June 27, 2015 and December 31, 2014 comprised the following:

	June 27, 2015		December 31, 2014
Capital lease obligations(1)	$	10.8	$	12.0
Other indebtedness(2)		6.0		6.0
		16.8		18.0
Less: Short-term debt		6.0		6.0
Less: Current maturities of long-term debt		1.1		1.7
Total long-term debt	$	9.7	$	10.3

(1)

Includes obligations under various leasing arrangements. The weighted average interest rate on these obligations is approximately 6.0%.

F-62

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(10) Indebtedness (Continued)

(2)

Primarily includes outstanding borrowings under revolving lines of credit in Argentina and Brazil, under which we can borrow, in aggregate and on a continuous basis, up to approximately $6.0. These facilities are included in short-term debt as they are payable on demand. These facilities had a weighted-average interest rate of approximately 20.0% as of June 27, 2015.

        In addition to the above revolving lines of credit, we also had approximately $5.0 of letters of credit outstanding under separate arrangements in China and India as of June 27, 2015. These facilities are available for performance letters of credit and guarantees in an aggregate principal amount up to the equivalent of approximately $10.0.

(11) Derivative Financial Instruments

        We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the Euro, Chinese Yuan and Great Britain Pound.

        From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries ("FX forward contracts"). In addition, some of our contracts contain currency forward embedded derivatives ("FX embedded derivatives"), because the currency of exchange is not "clearly and closely" related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives' fair value are not included in current earnings, but are included in accumulated other comprehensive income ("AOCI"). These changes in fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives' fair value is recorded as a component of "Other income (expense), net" in the period in which the transaction is no longer considered probable of occurring. To the extent a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded in earnings in the period in which it occurs.

        We had FX forward contracts with an aggregate notional amount of $60.1 and $84.4 outstanding as of June 27, 2015 and December 31, 2014, respectively, with all such contracts scheduled to mature within one year. We also had FX embedded derivatives with an aggregate notional amount of $42.0 and $53.4 at June 27, 2015 and December 31, 2014, respectively, with scheduled maturities of $39.5, $2.1 and $0.4 within one, two and subsequent years thereafter, respectively. The unrealized loss, net of taxes, recorded in AOCI related to FX forward contracts was $0.1 as of June 27, 2015, while such amount was less than $0.1 as of December 31, 2014. The net gains (losses) recorded in "Other income (expense), net" related to FX forward contracts and FX embedded derivatives totaled ($0.1) and $2.1 for the six months ended June 27, 2015 and June 28, 2014, respectively.

        We enter into arrangements designed to provide the right of setoff in the event of counterparty default or insolvency, and have elected to offset the fair values of our FX forward contracts in our condensed combined balance sheets. The gross fair values of our FX forward contracts and FX

F-63

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(11) Derivative Financial Instruments (Continued)

embedded derivatives, in aggregate, were $1.2 and $0.5 (gross assets) and $2.3 and $1.1 (gross liabilities) at June 27, 2015 and December 31, 2014, respectively.

(12) Litigation and Contingent Liabilities

        We are subject to litigation matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

        We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We believe our compliance obligations with environmental protection laws and regulations should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

(13) Stock-Based Compensation

        Eligible employees of the Company have been granted equity awards under SPX's 2002 Stock Compensation Plan, as amended in 2006, 2011 and 2012. A detailed description of the awards granted under these plans is included in the annual combined financial statements beginning on page F-42 of this information statement. Unless otherwise noted below, the following disclosures relate to the Company's portion of such plans.

        The recognition of compensation expense for SPX share-based awards is based on their grant date fair values. The fair value of each award is amortized over the lesser of the award's requisite or derived service period, which is generally up to three years. For the six months ended June 27, 2015 and June 28, 2014, we recognized compensation expense of $4.1 and $3.1, respectively, related to SPX restricted stock shares, SPX restricted stock units, and SPX stock options granted to Company employees, with the related tax benefit being $1.5 and $1.2, respectively. In addition, the condensed combined statements of operations for the six months ended June 27, 2015 and June 28, 2014 include an allocation of stock-based compensation expense of $11.4 and $11.5, respectively, related to eligible SPX corporate employees, with the related tax benefit being $4.3 for both the six months ended June 27, 2015 and June 28, 2014. A detailed description of the methodology used to allocate corporate-related costs is included in the annual combined financial statements beginning on page F-8 of this information statement.

SPX Restricted Stock Share and SPX Restricted Stock Unit Awards

        The Monte Carlo simulation model valuation technique is used to determine fair value of SPX's restricted stock shares and restricted stock units that contain a "market condition." The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each restricted stock share and restricted stock unit award. Awards granted during the six months ended June 27, 2015 did not contain a market condition.

F-64

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(13) Stock-Based Compensation (Continued)

        The following table summarizes the SPX restricted stock share and SPX restricted stock unit activity for the six months ended June 27, 2015 for the Company's employees:

	June 27, 2015
	Unvested SPX Restricted Stock Shares and SPX Restricted Stock Units			Weighted-Average Grant-Date Fair Value Per Share
Outstanding at beginning of year		0.149		$	72.93
Granted		0.073			85.84
Vested		(0.035	)		80.20
Forfeited and other		(0.012	)		62.81
Outstanding at end of period		0.175			79.89

        As of June 27, 2015, there was $7.2 of unrecognized compensation cost related to SPX's restricted stock share and restricted stock unit compensation arrangements for Company employees. We expect this cost to be recognized over a weighted-average period of 1.9 years.

SPX Stock Options

        On January 2, 2015, eligible employees of the Company were granted 0.034 options in SPX stock, all of which were outstanding (but not exercisable) as of June 27, 2015. The weighted-average exercise price per share of these options was $85.87 and the maximum contractual term of these options is ten years. There were no SPX stock options outstanding during the six months ended June 28, 2014.

        The weighted-average grant-date fair value per share of the SPX stock options granted on January 2, 2015 was $27.06. The fair value of each SPX option grant was estimated using the Black-Scholes option-pricing model with the following assumptions:

Annual expected SPX stock price volatility	36.53	%
Annual expected SPX dividend yield	1.75	%
Risk-free interest rate	1.97	%
Expected life of SPX stock option (in years)	6.0

        Annual expected stock price volatility is based on the six-year historical volatility of SPX stock. The annual expected dividend yield is based on annual expected SPX dividend payments and SPX's stock price on the date of grant. The average risk-free interest rate is based on the seven-year treasury constant maturity rate. The expected SPX option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding.

        As of June 27, 2015, there was $0.5 of unrecognized compensation cost related to SPX stock options for Company employees. We expect this cost to be recognized over a weighted-average period of 2.6 years.

F-65

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(14) Accumulated Other Comprehensive Loss

        The changes in the components of accumulated other comprehensive loss, net of tax, for the six months ended June 27, 2015 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Losses on Qualifying Cash Flow Hedges(1)			Pension Liability Adjustment(2)		Total
Balance at beginning of year	$	(219.3	)	$	—		$	0.1	$	(219.2	)
Other comprehensive loss before reclassifications		(91.9	)		(0.1	)		—		(92.0	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—		—
Current-period other comprehensive loss		(91.9	)		(0.1	)		—		(92.0	)
Balance at end of period	$	(311.2	)	$	(0.1	)	$	0.1	$	(311.2	)

(1)

Net of tax benefit of $0 as of June 27, 2015.

(2)

Net of tax provision of $0 as of June 27, 2015 and December 31, 2014. The balances as of June 27, 2015 and December 31, 2014 include unamortized prior service credits.

        The changes in the components of accumulated other comprehensive loss, net of tax, for the six months ended June 28, 2014 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Gains (Losses) on Available- for-Sale Securities			Pension Liability Adjustment(1)			Total
Balance at beginning of year	$	(15.1	)	$	(3.7	)	$	(0.1	)	$	(18.9	)
Other comprehensive income before reclassifications		0.1			3.6			—			3.7
Amounts reclassified from accumulated other comprehensive loss		—			0.1			—			0.1
Current-period other comprehensive income		0.1			3.7			—			3.8
Balance at end of period	$	(15.0	)	$	—		$	(0.1	)	$	(15.1	)

(1)

Net of tax benefit of $0.1 as of June 28, 2014 and December 31, 2013. The balances as of June 28, 2014 and December 31, 2013 include unamortized prior service costs.

        Amounts reclassified from accumulated other comprehensive loss related to available-for-sale securities were recorded in "Other income (expense), net" in the accompanying condensed combined statements of operations during the six months ended June 28, 2014.

(15) Fair Value

        Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based

F-66

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(15) Fair Value (Continued)

on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3—Significant inputs to the valuation model are unobservable.

        There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.

        The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Derivative Financial Instruments

        Our derivative financial assets and liabilities include FX forward contracts and FX embedded derivatives, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

        As of June 27, 2015 and December 31, 2014, the gross fair values of our derivative financial assets and liabilities, in aggregate, were $1.2 and $0.5 (gross assets) and $2.3 and $1.1 (gross liabilities), respectively. As of June 27, 2015, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments are collateralized under SPX's senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties' credit risks.

Investments in Equity Securities

        Certain of our investments in equity securities that are not readily marketable are accounted for under the fair value option and are classified as Level 3 assets in the fair value hierarchy, with such values determined by multidimensional pricing models. These models consider market activity based on modeling of securities with similar credit quality, duration, yield and structure. A variety of inputs are used, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spread and reference data including market research publications. Market indicators, industry and economic events are also considered. We have not made any adjustments to the inputs obtained from the independent sources. At June 27, 2015 and December 31, 2014, these assets had a fair value of $10.3 and $7.4, respectively.

F-67

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(15) Fair Value (Continued)

        The table below presents a reconciliation of our investment in equity securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 27, 2015 and June 28, 2014, including net unrealized gains recorded to "Other income (expense), net."

	Six months ended
	June 27, 2015		June 28, 2014
Balance at beginning of year	$	7.4	$	1.4
Unrealized gains recorded to earnings		2.9		2.2
Balance at end of period	$	10.3	$	3.6

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets

        Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of June 27, 2015 and December 31, 2014, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.

Indebtedness and Other

        The estimated fair value of other financial liabilities (excluding capital leases and related party notes payable) not measured at fair value on a recurring basis as of June 27, 2015 and December 31, 2014 are considered to approximate carrying value due primarily to the short-term nature of these instruments. At June 27, 2015 and December 31, 2014, the aggregate estimated fair values of our related party notes payable were approximately $437.0 and $1,127.0, respectively, compared to the respective carrying values of $391.3 and $1,003.1.

        The carrying amounts of cash and equivalents and receivables (excluding related party notes receivable) reported in our condensed combined balance sheets approximate fair value due to the short-term nature of those instruments. At June 27, 2015 and December 31, 2014, the aggregate estimated fair values of our related party notes receivable were approximately $727.2 and $758.0, respectively, compared to the respective carrying values of $670.0 and $707.1.

(16) Related Party Transactions

        The condensed combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of SPX.

Allocation of General Corporate Expenses

        The condensed combined statements of operations include expenses for certain centralized functions and other programs provided and/or administered by SPX that are charged directly to business units of the Company. In addition, for purposes of preparing these condensed combined financial statements on a "carve-out" basis, we have allocated a portion of SPX's total corporate expenses to the Company. A detailed description of the methodology used to allocate corporate-related

F-68

Notes to Condensed Combined Financial Statements (Continued)

(Unaudited; in millions, except per share data)

(16) Related Party Transactions (Continued)

costs is included in the annual combined financial statements beginning on page F-8 of this information statement.

Related Party Sales and Purchases

        For the six months ended June 27, 2015 and June 28, 2014, the Company sold products to SPX (and its affiliates that are not part of the planned spin-off transaction) totaling $0.7 and $1.0, respectively, which are included in revenues in the condensed combined statements of operations. The Company had purchases from SPX (and its affiliates that are not part of the planned spin-off transaction) totaling $0.3 and $0.9, respectively, for the six months ended June 27, 2015 and June 28, 2014, respectively. At June 27, 2015 and December 31, 2014, the aggregate amount of inventories purchased from SPX (and its affiliates that are not part of the planned spin-off transaction) that remained on the Company's condensed combined balance sheets was not significant.

Related Party Notes

        As of June 27, 2015 and December 31, 2014, the Company had related party notes receivable of $670.0 and $707.1, respectively, with SPX serving as the counterparty. These notes mature in 2033 and had a weighted-average interest rate of approximately 5.0% as of June 27, 2015.

        As of June 27, 2015 and December 31, 2014, the Company had related party notes payable of $391.3 and $1,003.1, respectively, with SPX (and certain other of its affiliates that are not part of the planned spin-off transaction) serving as the counterparties. During the six months ended June 27, 2015, certain related party notes payable were extinguished by way of a capital contribution to the Company by SPX. As a result of this capital contribution, related party notes payable were reduced by $600.5 with a corresponding increase to "Parent company investment" during the period. Certain of these notes are payable on the lender's demand and are recorded in the accompanying condensed combined balance sheets as "Current maturities of related party notes payable". The remainder of these notes mature between 2020 and 2033, and are recorded as long-term liabilities within "Related party notes payable". In aggregate, we recorded interest expense of $28.4 and $36.4 for the six months ended June 27, 2015 and June 28, 2014, respectively, related to these notes. The weighted-average interest rate for these notes was approximately 7.0% as of June 27, 2015.

(17) Subsequent Events

        The condensed combined financial statements reflect our evaluation of all events that have occurred subsequent to June 27, 2015 through August 19, 2015, which is the date that the condensed combined financial statements are available to be issued.

F-69